Dole plc (Form: F-1, Received: 07/02/2021 06:04:49)

SECTION 5.13

Integration

SECTION 5.14

Other First Lien Obligations

SECTION 5.15

Agent Capacities

SECTION 5.16

Foreign Collateral

As filed with the U.S. Securities and Exchange Commission on July 2, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dole plc

(Exact Name of Registrant as Specified in Its Charter)

Ireland

0191

Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Dole plc

29 North Anne Street

Dublin 7

D07 PH36

Ireland

353-1-887-2600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Rory Byrne

Chief Executive Officer

Dole plc

29 North Anne Street

Dublin 7

D07 PH36

Ireland

353-1-887-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

P. Michelle Gasaway

Michael J. Hong

David C. Eisman

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

(213) 687-5000

Marc D. Jaffe

Ian D. Schuman

Adam J. Gelardi

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee
Ordinary shares, $0.01 par value per share	$100,000,000	$10,910

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

†	The term “new or revised financial accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 2, 2021

Preliminary Prospectus

Ordinary Shares

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Dole plc

Ordinary Shares

This is an initial public offering of ordinary shares of Dole plc. We are offering ordinary shares. The selling shareholders identified in this prospectus are offering an additional ordinary shares. We expect the initial public offering price will be between $ and $ per share. Currently, no public market exists for our ordinary shares. After pricing of the offering, we expect that our ordinary shares will trade on the New York Stock Exchange under the symbol “DOLE.”

This offering is being made in connection with, and is conditioned upon, the completion of the Transaction (as defined below) between Total Produce plc (“Total Produce”) and the parent company of Dole Food Company, Inc. (“Dole Food Company”) to form Dole plc, as further described in this prospectus.

We intend to use the net proceeds from this offering to pay certain costs of the Transaction (as defined below), to repay certain of our and our subsidiaries’ outstanding indebtedness and for general corporate purposes. We will not receive any proceeds from the sale of our ordinary shares by the selling shareholders.

We and the selling shareholders have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to an additional and ordinary shares, respectively, at the initial public offering price less the underwriting discounts and commissions.

Upon the completion of this offering, assuming an initial public offering price of $ per share (the midpoint of the price range set forth above), (i) investors purchasing ordinary shares in this offering will beneficially own approximately % of our ordinary shares (or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full); (ii) shareholders of Total Produce immediately prior to completion of the Transaction (the “TP Holders”) will beneficially own approximately % of our ordinary shares (or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full); and (iii) Dolicious Corporation (“Dolicious”), Castle & Cooke Holdings, Inc. (“C&C Holdings”) and The Murdock Group, LLC (“TMG” and collectively with Dolicious and C&C Holdings, the “C&C Parties”), who were indirect shareholders of Dole Food Company immediately prior to the completion of the Transaction, will beneficially own approximately % of our ordinary shares (or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full).

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 31 to read about certain factors you should consider before buying our ordinary shares.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders	$	$

(1)	See “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters expect to deliver the ordinary shares against payment on or about , 2021^.

Goldman Sachs & Co. LLC

Deutsche Bank Securities

Davy


BofA Securities		BMO Capital Markets		Rabo Securities		Stephens Inc.

Prospectus dated , 2021

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Dole

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Dole OUR MISSION make the world a healthier place

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Dole At a glance

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#1
FRESH PRODUCE COMPANY BY SIZE
#1
BRAND IN THE INDUSTRY1

TABLE OF CONTENTS


PROSPECTUS SUMMARY			1
THE OFFERING			22
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL INFORMATION			25
RISK FACTORS			31
DESCRIPTION OF THE TRANSACTION			63
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			73
INDUSTRY, MARKET, AND OTHER DATA			75
USE OF PROCEEDS			77
DIVIDEND POLICY			78
CAPITALIZATION			79
DILUTION			81
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION			83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TOTAL PRODUCE AND DOLE			98
BUSINESS			152
MANAGEMENT			179
EXECUTIVE COMPENSATION			186
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			206
PRINCIPAL AND SELLING SHAREHOLDERS			209
DESCRIPTION OF CERTAIN INDEBTEDNESS			211
DESCRIPTION OF SHARE CAPITAL			213
SHARES ELIGIBLE FOR FUTURE SALE			232
ANTICIPATED MATERIAL IRISH TAX CONSEQUENCES TO NON-IRISH HOLDERS OF OUR SECURITIES			234
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			239
UNDERWRITING			242
EXPENSES RELATED TO THE OFFERING			249
LEGAL MATTERS			250
EXPERTS			250
ENFORCEMENT OF CIVIL LIABILITIES			253
WHERE YOU CAN FIND ADDITIONAL INFORMATION			254

Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus and any free writing prospectus prepared by us or on our behalf to which we have referred you. Neither we, the selling shareholders nor the underwriters have authorized anyone to provide you with different or additional information or to make any representations other than those contained in this prospectus, in any amendment or supplement to this prospectus or in any free writing prospectus we have authorized for use with respect to this offering. Neither we, the selling shareholders, nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you or any representation that others may make to you. Neither we nor the selling shareholders are making an offer of these securities in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, in any amendment or supplement to this prospectus or in any free writing prospectus is accurate as of any date other than the date of such document (or any earlier date

as of which such information is given) regardless of its time of delivery or the time of any sales of our ordinary shares. Our business, financial condition, results of operations, cash flows, assets, liabilities or prospects may have changed since that date.

We are incorporated under the laws of Ireland and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act. See “Implications of Being a Foreign Private Issuer.”

For investors outside the United States: None of the Company, the selling shareholders nor the underwriters has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

Basis of Presentation

As used throughout this prospectus, the following terms have the meanings, unless the context otherwise requires:

•

the “Company,” “we,” “us,” and “our” refer (i) after giving effect to the Transaction, to Dole plc and its consolidated subsidiaries, which will include Total Produce and Dole Food Company, (ii) for periods from and after July 30, 2018, when Total Produce acquired a 45% equity interest in DFC Holdings, and up to the completion of the Transaction, to Total Produce, its consolidated subsidiaries and Dole Food Company, which operated as a part of an operating segment of Total Produce, and (iii) for periods prior to July 30, 2018, to Total Produce and its consolidated subsidiaries;

•

“C&C Holdings” refers to Castle & Cooke Holdings, Inc.;

•

“C&C Parties” refers to, collectively, TMG, Dolicious and C&C Holdings;

•

“DFC Holdings” refers to DFC Holdings, LLC, the parent company of Dole Food Company;

•

“Dole Food Company” refers to Dole Food Company, Inc. on a consolidated basis;

•

“Dole plc” refers to Dole plc on a consolidated basis following the consummation of the Transaction;

•

“Dolicious” refers to Dolicious Corporation;

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•

“Fresh Packed Vegetables” refers to various commodity vegetables including mainly iceberg lettuce, romaine hearts, green onions, radishes, brussels sprouts, artichokes, asparagus, celery, broccoli and cauliflower, in each case produced conventionally or organically as defined by the Dole plc management team;

•

“Merger Sub” refers to TP-Dole Merger Sub, LLC;

•

“NYSE” refers to the New York Stock Exchange;

•

“Securities Act” refers to the Securities Act of 1933, as amended;

•

“TMG” refers to The Murdock Group, LLC;

•

“Total Produce” or the “Group” refers to Total Produce plc on a consolidated basis;

•

“TP Holders” refers to the shareholders of Total Produce immediately prior to completion of the Transaction;

•

“Total Produce Parties” refers to Dole Limited (formerly known as Pearmill Limited), Total Produce, TP USA and Merger Sub;

•

“TP USA” refers to Total Produce USA Holdings Inc.;

•

the “Transaction” refers to, collectively, the Share Exchange, the Merger (each as defined below) and the other transactions described below in the sections entitled “Description of the Transaction—Merger and Related Transactions—Pre-Closing Unit Sales” and “Description of the Transaction—Merger and Related Transactions—Contribution” (excluding, for purposes of clarity and the avoidance of doubt, this offering);

•

“Transaction Agreement” refers to the binding transaction agreement, dated February 16, 2021, by and among the Total Produce Parties, DFC Holdings and the C&C Parties, which currently own a 55% interest in DFC Holdings, pursuant to which Total Produce agreed to combine with DFC Holdings under Dole plc and, upon the terms and subject to the conditions set forth in the Transaction Agreement, complete this offering as soon as possible thereafter;

iii

•

“U.S. GAAP” refers to U.S. Generally Accepted Accounting Principles; and

•

“Value Added Salads” refers to all ready to eat kits, salad kits and salad mixes as per Nielsen.

Basis of Presentation

Total Produce’s fiscal year ends on December 31. Dole Food Company changed its fiscal year end from a 52/53 week year ending on the Saturday closest to December 31 to a calendar year ending on December 31, effective with fiscal year 2020. Unless otherwise noted, any reference to a year in the context of Total Produce’s financial data preceded by the word “fiscal” refers to the fiscal year ended December 31 of that year. Any reference to a year in the context of Dole Food Company’s financial data preceded by the word “fiscal” for fiscal years prior to fiscal year 2020 refers to the fiscal year ended on the Saturday closest to December 31 of that year. For example, references to “fiscal year 2020” refer to the fiscal year ended December 31, 2020 for each of Total Produce and Dole Food Company and references to “fiscal year 2019” refer to the fiscal year ended December 31, 2019 with respect to Total Produce and to the year ended December 28, 2019 with respect to Dole Food Company. Any reference to a year not preceded by “fiscal” refers to a calendar year. Certain amounts, percentages and other figures presented in this prospectus have been subject to rounding adjustments and therefore may not represent the arithmetic summation or calculation of the figures that precede them.

The financial results of Total Produce, Dole Food Company and their respective subsidiaries will be consolidated in the financial statements of Dole plc following the Transaction and this offering. Dole plc has engaged to date only in activities in contemplation of the Transaction and this offering and will have no operations or assets prior to the completion of the Transaction. Following the completion of this offering, Dole plc will be a holding company, and its principal asset will be ordinary shares of Total Produce, all of which it will hold directly or indirectly through holding companies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and Dole Food Company” for more information.

References in this prospectus to pro forma figures give effect to (i) the Transaction, (ii) the sale by us of ordinary shares in this offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us), (iii) this offering and the use of proceeds hereby, and (iv) the consummation of debt financing in connection with the Transaction, as if they had occurred on January 1, 2020. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

Our financial statements, the financial statements of Total Produce and the financial statements of DFC Holdings included in this prospectus were prepared in accordance with U.S. GAAP.

Certain of our financial information is presented in euros. For the convenience of the reader, in this prospectus, unless otherwise indicated, translations from euros into U.S. dollars were made at the rate of €1.00 to $ , which was the noon buying rate of the Federal Reserve Bank of New York on , 2021. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of pounds sterling at the dates indicated or any other date.

All references in this prospectus to “$” mean U.S. dollars and all references to “€” mean euros.

Market and Industry Data

Certain market and industry data included in this prospectus has been obtained from third-party sources that we believe to be reliable, including data that we have commissioned. Market estimates are calculated by using independent industry publications, government publications, and third party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third party information. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus. For more information on the market and industry data we use, see “Industry, Market and Other Data.”

Trademarks, Service Marks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. We use the DOLE registered mark, trademark and related design marks in this prospectus. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^{®, TM} or ^SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

Implications of Being a Foreign Private Issuer

Our status as a foreign private issuer exempts us from compliance with certain laws and regulations of the SEC and certain regulations of the NYSE. As of the completion of this offering, we intend to follow the NYSE corporate governance standards for domestic issuers. However, we may in the future elect to follow home country practice in Ireland. Consequently, as a foreign private issuer, we are not subject to all of the disclosure requirements applicable to U.S. public companies. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our executive officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information.

We may take advantage of these exemptions until such time as we no longer qualify as a foreign private issuer. In order to maintain our current status as a foreign private issuer, either a majority of our outstanding voting securities must be directly or indirectly held of record by non-residents of the United States, or, if a majority of our outstanding voting securities are directly or indirectly held of record by

residents of the United States, a majority of our executive officers or directors may not be United States citizens or residents, more than 50% of our assets cannot be located in the United States and our business must be administered principally outside the United States.

We have taken advantage of certain of these reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold equity securities.

Non-GAAP Financial Measures

Total Produce Non-GAAP Financial Measures

In addition to its results under U.S. GAAP in this prospectus we also present Total Produce’s EBIT and Adjusted EBITDA which are supplemental measures of financial performance that are not required by, or presented in accordance with, U.S. GAAP.

EBIT is calculated from net income by adding net interest expense and tax expense.

Adjusted EBITDA is calculated from net income by: (1) adding depreciation charges; (2) adding intangible asset amortization charges; (3) adding litigation and transaction related costs; (4) adding or subtracting fair value movements on contingent consideration; (5) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (6) adding net unrealized loss or subtracting the net unrealized gain on derivative instruments; (7) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (8) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) adding financing charges and other debt related costs; (12) deducting the gain or adding the loss on the sale of equity investments or other business interests and (13) adding the foreign currency gains relating to proceeds from share placings. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in Dole Food Company; (A) deducting costs of discontinued operations; (B) adding vegetable recalls and related costs and (C) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations.

Management uses EBIT and Adjusted EBITDA because they are measures commonly used by financial analysts in evaluating the performance of companies in our industry. The adjustments in calculating Adjusted EBITDA have been made because management excludes these amounts when evaluating performance because it eliminates the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers. EBIT or Adjusted EBITDA is not calculated or presented in accordance with U.S. GAAP, and is not a substitute for net income, income from continuing operations, cash flows from operating activities or any other measure prescribed by U.S. GAAP. Further, EBIT or Adjusted EBITDA as used herein is not necessarily comparable to similarly titled measures of other companies.

A reconciliation of these non-GAAP measures to revenue and net income, the most directly comparable measure calculated in accordance with U.S. GAAP, are set forth in “Summary Historical and Pro Forma Consolidated Financial Information.”

Dole Food Company Non-GAAP Financial Measures

In addition to its results under U.S. GAAP presented in this prospectus, Dole Food Company’s EBIT before discontinued operations and Adjusted EBITDA, which are supplemental measures of financial performance that are not required by, or presented in accordance with, U.S. GAAP, are also presented in this prospectus.

EBIT before discontinued operations is calculated from net income (loss) by adding the loss from discontinued operations, net of income taxes, adding interest expense from continuing operations, and adding the income tax expense from continuing operations. Adjusted EBITDA is calculated from EBIT before discontinued operations by: (1) adding depreciation and amortization; (2) adding the net unrealized loss or subtracting the net unrealized gain on derivative instruments; (3) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (4) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (5) adding restructuring charges; (6) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (7) adding vegetable recalls and related costs; (8) adding refinancing charges and other debt related costs; (9) adding litigation and transaction costs; (10) adding asset write-downs; and (11) adding costs that are directly related to the COVID-19 pandemic, and are as follows: costs that are (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. Dole Food Company did not add-back any costs related to COVID-19 after the third quarter of 2020.

However, EBIT before discontinued operations and Adjusted EBITDA are not measurements of Dole Food Company’s financial performance under U.S. GAAP and should not be considered as alternatives to net income (loss) attributable to Dole Food Company, net income (loss), income (loss) from continuing operations or any other performance measures derived in accordance with U.S. GAAP. Additionally, EBIT before discontinued operations and Adjusted EBITDA are not intended to be liquidity measures because of certain limitations such as:

•

they do not reflect Dole Food Company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

they do not reflect changes in, or cash requirements for, Dole Food Company’s working capital needs;

•

they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on Dole Food Company’s debt; and

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect cash requirements for such replacements.

Because of these limitations, EBIT before discontinued operations and Adjusted EBITDA should not be considered as measures of discretionary cash available to Dole Food Company to invest in the growth of its and Dole plc’s business.

Further, EBIT before discontinued operations and Adjusted EBITDA as used herein may not be calculated in a similar manner to, and are therefore not necessarily comparable with, similarly titled measures of other companies. However, we have included EBIT before discontinued operations and Adjusted EBITDA herein because Dole Food Company’s management believes that EBIT before discontinued operations and Adjusted EBITDA are useful performance measures for it. These non-

vii

GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under U.S. GAAP.

In calculating these non-GAAP financial measures, Dole Food Company makes certain adjustments that are based on assumptions and estimates that may prove to be inaccurate. In addition, in evaluating Dole Food Company’s non-GAAP financial measures, you should be aware that Dole Food Company may, in the future, incur expenses that are the same as or similar to those eliminated or adjusted for in this presentation. Our presentation of these non-GAAP financial measures should not be construed as an inference that Dole Food Company’s future results will be unaffected by any such adjustments. The non-GAAP information in this prospectus should be read in conjunction with Dole Food Company’s audited consolidated financial statements and the related notes included elsewhere in this prospectus. A reconciliation of these non-GAAP measures to net income (loss), the most directly comparable measure calculated in accordance with U.S. GAAP, is set forth in “Summary Historical and Pro Forma Consolidated Financial Information.”

Pro Forma Non-GAAP Financial Measures

In addition to its results under U.S. GAAP, in this prospectus we also present Dole plc’s pro forma EBIT, pro forma Adjusted EBITDA, pro forma Adjusted net income attributable to Dole plc and pro forma Adjusted Earnings per Share, which are supplemental measures of financial performance that are not required by, or presented in accordance with, U.S. GAAP.

Pro forma EBIT is calculated from net income by adding interest expense and adding the income tax expense.

Pro forma Adjusted EBITDA is calculated from pro forma EBIT (1) adding depreciation charges; (2) adding intangible asset amortization charges; (3) adding litigation and transaction related costs; (4) adding or subtracting fair value movements on contingent consideration; (5) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (6) adding net unrealized loss or subtracting the net unrealized gain on derivative instruments; (7) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (8) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) adding financing charges and other debt related costs; and (12) deducting the gain or adding the loss on the sale of equity investments or other business interests. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in Dole Food Company; (A) deducting costs of discontinued operations; (B) adding vegetable recalls and related costs and (C) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations.

Pro forma Adjusted net income attributable to Dole plc is calculated from net income attributable to Dole plc (1) adding intangible asset amortization charges; (2) adding litigation and transaction related costs; (3) adding or subtracting fair value movements on contingent consideration; (4) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (5) adding net unrealized loss or subtracting the net unrealized gain on derivative

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instruments including interest rate swaps; (6) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (7) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (8) adding restructuring charges or onerous contract costs; (9) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (10) deducting the gain or adding the loss on the sale of equity investments or other business interests; (11) adding the fees for bond redemption and charges for extinguishment of existing debt issuance costs and (12) adding back the expense or subtracting the benefit of U.S. Tax Reform discrete income tax expense (benefit). It also excludes the tax effect and the effect attributable to non-controlling interests share of such items. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in Dole Food Company; (A) deducting costs of discontinued operations; (B) adding vegetable recalls and related costs and (C) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations.

Pro forma Adjusted Earnings per Share is calculated from Adjusted net income attributable to Dole plc divided by diluted weighted average number of shares in the applicable period.

However, pro forma EBIT before discontinued operations, pro forma Adjusted EBITDA and pro forma Adjusted net income attributable to Dole plc are not measurements of Dole plc financial performance under U.S. GAAP and should not be considered as alternatives to net income attributable to Dole plc, net income, income (loss) from continuing operations or any other performance measures derived in accordance with U.S. GAAP. Additionally, pro forma EBIT before discontinued operations and pro forma Adjusted EBITDA are not intended to be liquidity measures because of certain limitations such as:

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they do not reflect Dole plc’s cash expenditures, or future requirements, for capital expenditures or contractual commitments;

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they do not reflect changes in, or cash requirements for, Dole plc’s working capital needs;

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they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on Dole plc’s debt; and

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Because of these limitations, pro forma EBIT before discontinued operations and pro forma Adjusted EBITDA should not be considered as measures of discretionary cash available to Dole plc to invest in the growth of its and Dole plc’s business.

Further, pro forma EBIT before discontinued operations, pro forma Adjusted EBITDA and pro forma Adjusted net income attributable to Dole plc as used herein may not be calculated in a similar manner to, and are therefore not necessarily comparable with, similarly titled measures of other companies. However, we have included pro forma EBIT before discontinued operations, pro forma Adjusted EBITDA and pro forma Adjusted net income attributable to Dole plc herein because Dole Plc’s management believes that pro forma EBIT before discontinued operations, pro forma Adjusted EBITDA and pro forma Adjusted net income attributable to Dole plc are useful performance measures for it. These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under U.S. GAAP.

In calculating these non-GAAP financial measures, Dole plc makes certain adjustments that are based on assumptions and estimates that may prove to be inaccurate. In addition, in evaluating Dole Food Company’s non-GAAP financial measures, you should be aware that Dole plc may, in the future, incur expenses that are the same as or similar to those eliminated or adjusted for in this presentation. Our presentation of these non-GAAP financial measures should not be construed as an inference that Dole plc’s future results will be unaffected by any such adjustments. The non-GAAP information in this prospectus should be read in conjunction with Dole plc’s audited consolidated financial statements and the related notes included elsewhere in this prospectus. A reconciliation of these non-GAAP measures to net income, the most directly comparable measure calculated in accordance with U.S. GAAP, is set forth in “Summary Historical and Pro Forma Consolidated Financial Information.”

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and Dole Food Company” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus, before making an investment decision. See “—About this Prospectus—Basis of Presentation” for certain defined terms and the basis for certain information used herein.

Company Overview

We are the premier global leader in fresh fruits and vegetables. We offer over 300 products grown and sourced both locally and globally from over 30 countries in various regions, which are distributed and marketed in over 80 countries, across retail, wholesale, and foodservice channels. Our most significant products hold leading positions in their respective categories and territories. By way of example, we are one of the world’s largest producers of fresh bananas and pineapples, one of the leaders in Value Added Salads (based on U.S. Nielsen data as of April 24, 2021) and Fresh Packed Vegetables (based on Dole estimated rankings) in the United States, and have a growing presence in categories such as berries, avocados, and organic produce. The fresh fruits and vegetables segment had total sales of $335 billion in 2019 in North America and Europe according to GlobalData. In fiscal year 2020 fresh fruits and fresh vegetables represented 72% and 28% of pro forma Revenue, respectively, with North America and Europe contributing 49% and 45% of pro forma Revenue, respectively.

Our business is aligned with both environmental and social themes as we market the most nutritious foods along with the lowest carbon, water and ecological footprints of all the primary food groups (per the Barilla Foundation & Research Unit on Nutrition, Diabetes and Metabolism (“Barilla”)). Fresh fruits and vegetables and plant-based products in general are associated with the lowest greenhouse gas emissions of all other staple foods. From a social perspective, the importance of eating fresh fruits and vegetables has long been recognized as core to any healthy eating strategy. Our goal is to build a healthier, more sustainable tomorrow by increasing per capita consumption of fruits and vegetables today with a clear mission to “Make the World a Healthier Place.”

Our business operates through a number of business-to-business and business-to-consumer brands, the most notable being our iconic DOLE brand. DOLE is the most recognized brand within fresh produce in the United States. This is evidenced by 73% fresh fruit unaided consumer brand awareness (measured by asking the following question to survey responders—‘Which fresh fruit brands do you know, even if only by name?’), 42 percentage points higher than that of our closest competitor, according to a survey conducted in 2020 by IPSOS across 15 fruits and vegetables brands with a sample size of 1,000 people aged 18-75 years old in the United States. Notably, 55% of respondents to this same survey nominated DOLE as their favorite fruit brand. The DOLE brand is well established and also has a growing appeal with younger millennial shoppers, ranking within the ten fastest growing brands among millennials in the United States in 2019 according to Morning Consult. We believe that consumers and retailers in our key markets recognize and associate the DOLE brand with healthy, high quality and premium food products and the brand is very much aligned with health and wellness trends.

Our business philosophy is to be local at heart but global by nature. Our business model is centered around creating a vertically integrated business including our own production and sourcing capabilities as well as control areas of the supply chain and distribution. Our global production, sourcing and logistics capabilities, coupled with on-the-ground local expertise, presence, and distribution network, allow us to market a diverse and differentiated set of global products within the local territories we serve. Additionally, our owned acreage combined with a multi-continental sourcing model, provides us with operating flexibility and product availability throughout the year. Within many territories in Europe we operate a partnership model with our grocery retail customers, offering fresh produce category holistic management solutions and in some cases managing entire categories within their stores.

Our vertically integrated business model is supported by a valuable and extensive strategic infrastructure and asset base with total pro forma assets of approximately $4.7 billion as of December 31, 2020. As of March 31, 2021, we owned approximately 109,000 acres of farms and other land holdings around the world, including approximately 5,000 acres of actively marketed surplus land for sale in Oahu, Hawaii. In addition, as of March 31, 2021, we owned a fleet of ten refrigerated container carriers and six pallet friendly conventional refrigerated ships. We also owned or leased approximately 16,800 refrigerated containers and 740 dry containers. The breadth and depth of our local presence is evidenced by approximately 250 facilities globally, including approximately five salad manufacturing plants, twelve cold storage facilities, 75 packing houses and 162 distribution and manufacturing facilities. In addition to our owned asset base, we have developed long-standing relationships with independent growers across the globe, including international partnerships and joint ventures, which provide us additional operational flexibility and extended range and availability.

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Our strategic asset base is complemented by an experienced and industry leading organization. As of December 31, 2020, we had approximately 40,000 employees across 29 countries. We believe our people represent a key differentiating aspect of the business providing both produce sector expertise as well as local insights and relationships.

We are focused on being an enthusiastic, powerful advocate of good diet, health and well-being, and supporting consumers in making healthier choices by consuming more fruits and vegetables. We are committed to continuously improving our practices and enhancing our sustainability measures across our organization. We are building upon our existing ambitious sustainability targets for the future, determined to consolidate our position as an industry leader and make a positive impact on society and on the environment through our operations.

Dole plc is a newly formed entity, the result of the combination of Dole Food Company and Total Produce, two complementary, synergistic and culturally aligned organizations each with more than 150 years of history in the fresh produce industry. The merger will require integration between the two companies, a process that already started in the first step of this combination in 2018 when Total Produce acquired a 45% stake in Dole Food Company’s parent company. Going forward, Dole plc will be re-organized by the following segments: Fresh Fruit, Fresh Vegetables, Diversified Fresh Produce - EMEA and Diversified Fresh Produce - Americas & ROW. We believe this organizational structure will allow us to continue serving our existing customers with the exceptional quality that they have come to associate with the brands we market, and drive significant growth and cost benefits through the realization of operational synergies across the enlarged business.

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For fiscal year 2020, Dole plc had pro forma Revenue of $9.0 billion, pro forma Operating Income of $208.0 million, pro forma net income attributable to Dole plc of $80.1 million, pro forma Adjusted net income attributable to Dole plc of $123.7 million and pro forma Adjusted EBITDA of $370.8 million inclusive of transaction adjustments (or $383 million, excluding transaction adjustments of $12 million). For additional information regarding pro forma Adjusted net income and pro forma Adjusted EBITDA, including a reconciliation to net income attributable to Dole plc, see “Non-GAAP Financial Measures” and “Summary Historical and Pro Forma Consolidated Financial Information.”

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Industry Overview and Market Opportunity

We primarily operate in the North American and European markets for fresh fruits and vegetables. The two markets combined have a total size of $335 billion, with just over $139 billion and $196 billion in sales in 2019 in North America and Europe, respectively, according to GlobalData. On a combined basis, the market for fresh fruits and vegetables is expected to grow at an annualized rate of 2.7% from 2020 to 2025, with Europe growing 2.1% and North America 3.4%. From 2015 to 2019, the fresh fruits and vegetables segment grew at an annualized rate of 1.9%, with Europe and North America growing 1.5% and 2.5%, respectively.

The UN General Assembly’s designation of 2021 as the “International Year of Fruits and Vegetables” recognizes the pivotal contribution of fresh produce across global health, nutrition and sustainability. Consumers in developed economies remain focused on improving health & wellness and are increasingly shifting their consumption towards healthier, natural, fresh and whole foods such as fruits and vegetables and away from processed foods and animal meat and proteins.

Consumers are also increasingly demanding products produced in a sustainable and responsible manner. According to a recent survey by Empathy Research 57% of global respondents are making more of an effort to reduce their carbon footprint and have greater care for the environment. Additionally, 47% of global respondents reported that ethically and sustainably sourced ingredients are more important to them now than before the pandemic. Given the fresh produce industry has the lowest environmental footprint across all food categories, per Barilla, fruits and vegetables consumption is aligned with sustainable consumption. Consumers are also increasingly demanding local produce, with 28% of global respondents looking to buy food that is produced as close to where they live as possible, per Empathy Research. We believe we are well positioned to capitalize on these

trends through our dual global and local farming and sourcing capabilities. Fresh produce is also a key growth driver in grocery stores, contributing to higher footfall at the perimeter of the store at the expense of center of store, as evidenced by U.S. Nielsen data for the period between 2017 and 2019. While the center of store briefly outpaced produce during the COVID-19 pandemic as consumers sought the security of pantry loading, in the 26 weeks ending February 27, 2021 produce regained its position as a key growth driver with 11% growth over this time period compared with 10% growth for center of store categories per U.S. Nielsen dollar sales data.

Food retailers have sought to embrace these consumer trends towards health & wellness and sustainable consumption by continuing to focus on the fresh produce aisle as a core perimeter-of-store category and footfall driver. This is evidenced by 74% of consumers buying fresh food at least once a week, per Deloitte, and 45% of consumers believing it is now more important to buy healthy food compared to before COVID-19, per Bain & Company.

Within the produce category we have seen higher growth in categories such as berries, avocados, organic produce, and Value Added Salads, with annualized growth rates of 7.9%, 7.1%, 10.6% and 8.4%, respectively, from 2018 to 2020, per our calculations based on data provided by Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter). Further, over the past several decades, consumers have become more interested in the benefits of organic foods given increased focus on health and nutrition. In more recent years, according to our calculation based on U.S. Nielsen data, there has been a 10.6% CAGR in organic produce from 2018 through 2020, and uptick to 16.3% growth in 2020, calculated by reference to Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter).

Historical and Projected Fresh Fruit & Vegetable Industry (North America and Europe)

North American and European fresh fruit and vegetable growth is expected to accelerate
driven by consumer trends towards health & wellness and more nutritious foods

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Source: GlobalData

Our Competitive Strengths

We believe that the following strengths position us to develop and maintain the competitive advantages and leading positions that are critical to our continued success.

An Established Global and Local Leader in a Large and Structurally Growing Category

We are the premier global supplier of fresh produce with pro forma Revenue of $9.0 billion, maintaining a global footprint and leadership positions across multiple attractive product categories. The fresh fruits and vegetables combined North American and European market is expected to generate 2.7% annualized growth from 2020 to 2025, growing from $349 billion to $398 billion. We believe consumer trends including plant-based and flexitarian diets, environmental consciousness and sustainable consumption, convenience, and health & wellness are the drivers of an acceleration in projected growth. Dole plc is approximately twice as large in revenue as compared to its nearest competitor and thus we believe we are favorably positioned to capitalize on this projected structural industry growth.

We are the #1 leader for bananas in North America and hold the #2 position for bananas in Europe. We also hold the #2 position for pineapples in North America and Europe, the #2 position for Value Added Salads in the United States, and are the #1 global exporter of grapes. Additionally, we benefit from increased size and presence in attractive growth categories such as organic produce, avocados and berries. According to our calculation by reference to Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter), 2018 to 2020 CAGR for organic produce was 10.6%, avocados was 7.1%, berries was 7.9% and Value Added Salads was 8.4%. While the produce industry is competitive and comprises a large number of strong operators, we believe that our size creates differentiation and allows us to maximize operational efficiency and maintain a low-cost positioning that creates differentiation and is difficult to replicate.

Largest Produce Peers by Revenue

(in billions)

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Source: Latest public filings, 3rd party research.

Note: Represents Dole plc FY 2020 pro forma revenue. Figures presented for other fresh produce companies represent their group revenue as reported. The list of companies includes large European and North American fresh produce companies, which are the principal markets where Dole plc trades and for which companies the revenue numbers are publicly reported. We consider these companies to be comparators in the fresh produce industry and in the principal markets in which we trade. The list excludes large European and North American produce businesses for which revenues are not publicly reported or which we do not consider as relevant comparators, produce businesses which are based outside of Europe and North America and smaller-sized companies in all markets.

Source: Nielsen 2018-2020 Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter).

Note: Bananas and Pineapples leadership figures are Dole estimated Latin sourced fruit (includes conventional bananas sourced from Colombia, Honduras, Panama, Mexico, Nicaragua, Guatemala, Ecuador, Peru and Costa Rica; organic bananas sourced from Ecuador, Colombia, Peru and Mexico; conventional and organic pineapples sourced from Ecuador, Colombia, Costa Rica, Honduras, Panama, Mexico and Guatemala). Grapes leadership figure is Dole estimated from Southern Hemisphere. Leadership figures for bananas, pineapples and grapes are based on product sold into all market segments (retail, wholesale, etc.) as compared to market participants with a material market presence (market participants with a limited or immaterial market presence were not used in the comparison). Value added salads leadership figures are based on U.S. Nielsen data as of April 24, 2021, of U.S. retail sales, with market participants selected by Nielsen and including participants with a material market presence and excluding those with a limited or immaterial market presence.

Highly Diversified Product and Services Offering, Sourcing and Customer Base

The combination of Total Produce’s and Dole Food Company’s complementary businesses creates a diversified and well-balanced portfolio with enhanced resilience which we believe uniquely positions us for sustainable and profitable growth. In fiscal year 2020 fresh fruit and fresh vegetables represented 72% and 28% of pro forma Revenue, respectively, with North America and Europe contributing 49% and 45% of pro forma Revenue, respectively. We offer over 300 products grown and sourced both locally and globally from over 30 countries in various regions, which are distributed and marketed in over 80 countries, across retail, wholesale, foodservice and ecommerce channels. Our diverse product offering allows us to reach a broad global consumer base that is increasingly demanding product availability all year round.

Adverse weather conditions, natural disasters and geopolitical conditions are some of the challenges to operating in the produce industry. By maintaining hundreds of grower relationships across North America, Europe, South America, Africa, New Zealand and other geographies, we are similarly not dependent upon any one geographic area or grower for the sourcing of our products. This reduces risk from exposure to natural disasters and political disruptions, while allowing access to the highest quality products throughout the year. In fiscal year 2020, no third-party grower represented more than 10% of the sourced volume for any significant product.

Our customers are leading retail, wholesale and foodservice customers in North America, Latin America and Europe, none of which contributed more than 10% of total sales in fiscal year 2020.


Dole plc Product Mix		Dole plc Geographic Mix

Note: Based on FY 2020 pro forma Revenue		Note: Based on FY 2020 pro forma Revenue

Diversified Sourcing Network

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Note: Maps represent main sourcing locations and not reflective of the entire Dole plc sourcing network.

Iconic DOLE Brand with Industry Leading Customer Awareness

The DOLE brand is the most recognized and trusted brand in fresh fruit in the United States, as evidenced by our 73% unaided consumer brand awareness, which is 42 percentage points higher than that of our closest competitor, according to a survey conducted in 2020 by IPSOS. Additionally, 84% of respondents in the same IPSOS survey declared that Dole Food Company has quality products, 85% of respondents identified DOLE as a likeable brand, 55% of respondents nominated DOLE as their

favorite fruit brand, and 53% of respondents declared a willingness to pay a little more for the DOLE brand. Through our global marketing efforts, we believe we have made the distinctive red “DOLE” letters and sunburst a familiar symbol of freshness and quality, widely recognized by consumers around the world for providing healthy food products. The DOLE brand supports our leading positions in the segments we serve. Going forward, Dole plc intends to build upon the recognition and trust that the DOLE brand has earned to broaden its footprint, extend its categories, and attract new customers.

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Strong Control Over Supply Chain from Differentiated, Vertically Integrated Business Model

Dole plc is unique in its capacity to deliver the best of both worlds: the collective strength, resources and supply chain influence of a global leader with the service and market focus of a local operator. Our strategic asset base across the globe, with total pro forma assets of approximately $4.7 billion in fiscal year 2020, gives us superior control over production, processing, warehousing and transportation. Fresh produce is generally perishable and must be brought to market and sold soon after harvest, with selling prices depending on many factors including the availability and quality of the produce items. Our control over the supply chain positions us to consistently and efficiently deliver fresh fruits and vegetables to our consumers in pristine condition on a global scale.

Our quality starts on the farm. As of March 31, 2021, we owned over 109,000 acres of land around the world and leased approximately 14,000 acres. Locally, across each of the categories in which we operate, we have developed enduring relationships with hundreds of local growers, investing in their businesses and providing agronomic, commercial and promotional support. This broad ownership across regions of production assets provides the ability to manage costs and improve commercial opportunities with our independent growers, further strengthening our low cost positioning. In addition, as of March 31, 2021, we owned a fleet of ten self-sustained refrigerated container carriers and six pallet friendly conventional refrigerated ships with container-carrying capacity on deck. We have since taken delivery of one more self-sustained refrigerated container carrier, have sold one self-sustained refrigerated container carrier that had reached the end of its useful life, and are planning to sell three additional self-sustained refrigerated container carriers that have reached the end of their useful lives. On a go-forward basis, we will operate eleven of our vessels and charter two to a third party. We also cover part of our shipping requirements under contracts with existing liner services and occasionally charter vessels for short periods on either a time or voyage basis when required. We also owned or leased approximately 16,800 refrigerated containers, 740 dry containers, 5,500 chassis, 4,800 generator sets, and 250 facilities worldwide as of as March 31, 2021. Our supply chain gives us the tools to deliver on service, quality and cost. It also allows us to serve our customers with both the end-to-end solution and the supply chain transparency they are increasingly asking for.

Dole plc is at the Forefront of Environmental and Social Issues, Marketing a Portfolio of Healthy, Nutritious and Sustainable Produce

We are grateful to market the most nutritious foods and products with the lowest carbon, water and ecological footprints of all the primary food groups, per Barilla. Our goal is to build a healthier, more sustainable tomorrow by increasing per capita consumption of fruits and vegetables today.

Dole Food Company and Total Produce have both publicly committed to numerous specific sustainability goals for 2025 and 2030 which are already broadly aligned. Dole plc plans to continue to enforce these efforts before merging them into a single set of goals in 2022. By way of example, some of the individual goals previously stated by Total Produce and Dole Food Company are:

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Achieving 30% reduction in Total Produce group-wide market place emissions and net zero carbon emissions from Dole Food Company-owned farms;

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Achieving 100% optimized water practices in managed farms and packing facilities;

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Ensuring all group banana and pineapple packaging is recyclable or compostable;

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Reducing shipping emissions by 30%;

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Hitting 750 million cumulative impressions promoting health and well-being across Dole Media platforms;

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Investing $0.07 per box of Dole Food Company bananas to fund local social impact projects;

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Implementing blockchain product-tagging technology or advanced traceability solutions; and

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Extending the use of SEDEX, which is one of the world’s leading online platforms for companies to manage and improve working conditions in global supply chains, to all Total Produce operations.

Our deep commitment to sustainability is rooted in transparency and impact as we aim to be among the highest SDG rated companies in the food industry by empowering consumers, offering a wide range of fair trade and organic fresh fruits and vegetables, and remaining steadfast in our expectation for the best sustainable practices from those with whom we do business.

Greenhouse Gas Emissions Per Kilogram of Food Product

(kg CO₂-equivalents Per kg Product)

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Source:

Vox (“How to reduce your food’s carbon footprint, in 2 charts,” 2020).

Executive Board and Management Teams with a Track Record in Delivering Growth

The respected management teams of Total Produce and Dole Food Company, each of which have long and extensive experience in the fresh produce sector, will lead Dole plc. Carl McCann will preside over the group’s activities as Executive Chairman and will lead our long-term strategy together with the executive management team. Our day-to-day operations will be led by Chief Executive Officer Rory Byrne, Chief Operating Officer Johan Lindén and Chief Financial Officer Frank Davis. For more information, please see the detailed biographies in the section entitled “Management — Directors, Director Nominees and Executive Officers.” Dole plc is organized around a segmental structure that is led by executives with extensive industry experience who are recognized as amongst the best in the fresh produce sector. Each segment has built a strong management team and culture, focused on accountability and delivery of results. The business segments are supported by specialist corporate functions.

Our Employees Are Amongst Our Greatest Competitive Advantage, and We Pride Ourselves in Attracting and Retaining Some of the Most Experienced and Accomplished People in the Sector

At Dole plc we are privileged to employ approximately 40,000 people as of December 31, 2020 who are some of the most experienced and accomplished people in the sector. We strive to be a good

employer by cultivating a positive and engaging culture. The key characteristics of our organization include employee inclusion, well-being, safety, training, career development and community involvement. We have adopted strategic priorities such as “the people behind the produce,” which formalizes our policy for assessing culture and engagement in our local businesses. Our employment practices include encouraging and facilitating collaboration, practicing a nondiscriminatory policy and being an equal opportunity employer across the globe. Our employees bring together local expertise and global perspectives, where embracing change is part of our way of working. As a result, our “can do” customer-centered culture is one in which our people are ambitious, progressive, resourceful and resilient.

Reinforced, Stronger Operating Financial Profile that Has Shown Strong Resilience Through COVID-19

Our financial profile is characterized by a combination of growth and resilience, resulting from our diversified exposure by both segment and geography and diversified growing and sourcing. Throughout the COVID-19 pandemic, we benefitted from robust retail and wholesale demand, which helped to offset reduced levels of activity in the food service sector. In 2020, Total Produce grew revenue 4.3% to $4.3 billion, while Dole Food Company grew revenue 3.5% to $4.7 billion, both of which represented faster growth rates than those achieved in 2019. Furthermore, through our leading retailer partners, we expect to continue our ecommerce momentum, with such business channel witnessing accelerated growth during the pandemic. We believe Dole plc will benefit from an enhanced balance sheet and strong cash flow generation, which, supported by sustainable growth and earnings resilience, and additional revenue and cost benefits as a result of the Transaction, will position Dole plc to fund and maintain an attractive dividend pay-out.

Our Growth Strategy

Continue to Invest in a Large and Structurally Growing Fresh Produce Market

As the global #1 in fresh produce with pro forma Revenue of $9.0 billion for fiscal year 2020, we believe Dole plc will be well positioned to benefit from the future growth of the $335 billion combined North American and European fresh fruits and vegetables segment that is expected to grow to $398 billion in 2025 and at a 2.7% five-year CAGR from 2020 to 2025. As the largest player in this market, we have a responsibility and will continue to invest in the fruits and vegetables category to ensure consumers are informed of the benefits of a nutritious diet rich in fresh fruits and vegetables as well as the environmental sustainability benefits. Health-conscious consumers are driving much of the growth in demand for fresh produce, a trend that continues to accelerate as evidenced by the fact that 65% of respondents to a global survey performed by Empathy Research indicated they are making an effort to eat healthier. Examples of such initiatives include teaching 48,000 Irish children across 1,323 schools to grow fruits and vegetables and our ongoing U.S. partnership with Disney since 2016 to promote healthy living. We anticipate continuing such initiatives and partnerships focused on informing our consumers of the benefits of this category.

Expand Our Presence in Growing Categories Including Organics, Value Added Salads, Avocados and Berries

We are seeing strong growth in a number of sub-categories within fruits and vegetables including organics, Value Added Salads, avocados and berries. We intend to capitalize on our enhanced position to drive further growth and market share gains in these categories.

We are seeing a structural trend in consumption of organic fruits and vegetables with consumers citing health and environmental safety reasons as factors contributing towards increasing purchases,

according to the Packer. We are committed to using our network to widen the availability and bring an increasing range of organic, sustainable products to market. Just within the U.S., organics is an $8.5 billion category that has experienced 10.6% growth from 2018 to 2020 per our calculations based on data provided by Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter). Dole plc is a large player in organics with pro forma 2020 organic sales of approximately $700 million across bananas, pineapples and other fruits and vegetables. We believe our global sourcing network, expertise and customer base make us well positioned for growth and increased market share in this category.

Value Added Salads is another growing category with consumers citing convenience, health & wellness and snacking as factors contributing towards increasing purchases according to the Packer. Within the U.S., Value Added Salads is a $6.9 billion category that has experienced 8.4% growth from 2018 to 2020 per our calculations based on data provided by Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter). Dole plc is a strong player with 2020 pro forma sales of approximately $1 billion in the sub-category and has an established and well invested manufacturing footprint to support our operations. Our strategy is to continue to innovate, collaborate and utilize the DOLE brand to drive growth and take share in this category. Our offerings will include ready-to-eat, meal kits, and bagged salads, all utilizing the trusted DOLE brand as a reassuring promise of consistency and quality.

Berries and avocados remain two high growth sub-categories with increasing consumption driven by taste and functional benefits. Within the U.S., avocados is a $2.7 billion category that has experienced 7.1% growth and berries is a $7.4 billion category that has experienced 7.9% growth, both from 2018 to 2020 per our calculations based on data provided by Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter). Dole plc has a growing position with approximately $700 million of pro forma berry and avocado sales. Going forward, Dole plc intends to further develop these businesses by developing newer varieties through closer collaboration with growers, using production assets to connect consumers to the source and by utilizing current infrastructure to achieve a more efficient route to market in the U.S. and Europe.

Further Leveraging the DOLE Brand Within Europe

The DOLE brand is underrepresented in Europe and we see an opportunity to grow it in countries including U.K., France, Ireland, Spain and Portugal. These are markets where Total Produce has an established presence with distribution and manufacturing facilities. We believe utilizing the DOLE brand will also allow us to differentiate our fruits and vegetables and create enhanced value as has been accomplished by the brand in the U.S.

Benefit from Combined Consumer Insights and Strategic Partnerships to Drive New Product Development and Innovation

We believe that Dole plc, as the industry leader, will be a focal point for innovation in marketplace operations, specifically consumer behavior and insights, new product developments, logistics,

operational efficiencies and sustainability. We launched our Kostministieriet (“Ministry Of Food”) initiative, which is dedicated to garnering deeper insights into consumption motivators and inhibitors for choosing more fresh fruit and vegetables, across 10 European nations.

We recently announced a strategic partnership with Elo Life Systems, a food and agricultural biotechnology company with a mission to create novel products that enhance the nutrition and diversity of the global food supply. Together, we will aim to develop multiple new banana varieties, including improved versions of Cavendish, with enhanced resistance to fungal diseases such as Fusarium wilt.

Dole plc is committed to continue offering health-conscious consumers, including those following plant-based and flexitarian diets, with a growing number of premium meals and snack options. Over the past three years, Dole plc has launched 252 new SKUs under the DOLE brand and private labels, generating $180 million in additional sales. In addition to innovative products, Dole plc is focused on new innovative packaging solutions that are unique and environmentally sustainable.

Additionally, our research across logistics and operations is orientated towards delivering cost and sustainability-related improvements, as well as simplifying the supply chain. Recent initiatives include trials for The Internet of Things (“IoT”) solutions, which have focused on the transmission of key supply chain data in real time, and the development of innovative direct-to-consumer solutions in our “No Waste” facility in Helsingborg, Sweden. We will continue to focus on the development of user-friendly platforms to measure and manage the sustainability impact of our business globally. Our Insight App tool was developed in 2020 to profile growing regions globally on the basis of core sustainability metrics.

Optimize Our Supply Chain, “Setting Our Service Apart”

Dole plc will offer a compelling proposition for global customers by delivering efficiencies through collaboration across our global procurement and distribution networks. For instance, South Africa and Chile are important sourcing regions for Dole plc, and by coordinating group-wide procurement and logistics from both countries, we will be able to increase volumes and deliver economies of scale within the group. Additional supply chain benefits include increased collaboration across inland freight and logistics in North America and Europe, further development of third-party logistics offerings, and a strategic approach to the coordination of global sea freight management. We aim to enhance the supply chain responsiveness of our operating companies and deliver real-time solutions, which is further enhanced by our broader combined access to market intelligence. We believe our supply chain optimization will differentiate us from competitors and add value by streamlining the route to market, refining direct sourcing models and assuring best practices in quality and sustainability through our greater supply chain influence.

Continued Enhancement Across the Supply Chain Through Innovation Programs

LOGO

Continue to Focus on Synergistic M&A in a Fragmented and Structurally Growing Market

Dole plc’s well-capitalized balance sheet will position the company to benefit from acquisitions and development opportunities within a fragmented industry. Both Total Produce and Dole Food Company have extensive histories of acquisitions in the fresh produce sector, which has allowed them to build highly specialized capabilities in the industry and expand geographically. Total Produce has grown through acquisitions and over the 15 years following the 2006 separation from Fyffes has completed more than 100 acquisitions. These acquisitions are of varying sizes across four continents, from transformational investments such as the investment in DFC Holdings, to smaller, bolt-on investments. These transactions have been a driver of Total Produce’s continued expansion with revenue more than tripling during this time, from $2.1 billion in 2006 to $7.1 billion in 2020 (which includes Total Produce’s share of joint ventures and associates). Similarly, Dole Food Company has experience in successful M&A, with recent focus on the acquisition of strategic assets and a continuous evaluation of the returns on existing assets to constantly improve the efficiency of its capital allocation process.

Total Produce Has Completed More Than 100 Acquisitions Since its Separation From Fyffes

LOGO

Note:

Includes select Total Produce investments since 2006. Percentage represents ownership stake.

The Transaction

Upon the completion of the Transaction and this offering, the combined company will trade on the NYSE under “DOLE” and the existing Total Produce listings on the Euronext Growth Dublin and on the AIM London Stock Exchange will be discontinued.

Upon the terms and subject to the conditions set forth in the Transaction Agreement, as described more fully in “Description of the Transaction,” the Transaction will be effected in a series of steps including the following:

•

we will acquire 100% of the issued share capital of Total Produce in exchange for issuing our ordinary shares to Total Produce shareholders (the “Share Exchange”). We will be able to consummate the Share Exchange pursuant to the Scheme (as defined below) which became binding on all Total Produce shareholders on July , 2021;

•

immediately following the completion of the Share Exchange, we will consummate the Merger, with DFC Holdings surviving the Merger, and the C&C Parties will acquire our ordinary shares; and

•

immediately following the completion of the Share Exchange and the Merger, we will sell our ordinary shares in this offering.

Immediately following the completion of the Transaction (as defined below) and prior to this offering, shareholders of Total Produce and the C&C Parties will own 82.5% and 17.5%, respectively, of our ordinary shares on a fully diluted basis.

Completion of the Share Exchange and the Merger is subject to the satisfaction (or waiver, to the extent permitted) of certain conditions, including the execution by the underwriters in this offering of an underwriting agreement containing certain pricing terms as more fully described in the section entitled “Description of the Transaction — Conditions to Completion.”

If the conditions to completion of the Share Exchange and the Merger are not satisfied or waived, then this offering will not occur and we will not sell any ordinary shares in this offering. In the event the Transaction and this offering are not completed for any reason, the terms of the 2018 Transaction (as defined below) will remain in effect, including the right of TP USA to exercise its options to acquire the Second Tranche and the Third Tranche (each as defined below).

For more information regarding the Transaction, including the representations, warranties, covenants and agreements contained in the Transaction Agreement, see “Description of the Transaction.”

The following diagram shows our corporate structure immediately after completion of the Transaction and this offering.

LOGO

Our Structure

Immediately following this offering and the use of proceeds therefrom:

•

our ordinary shares will be beneficially held as follows: (i) ordinary shares by investors in this offering (or ordinary shares if the underwriters exercise their option to purchase additional ordinary shares in full); (ii) ordinary shares by the TP Holders (which includes Balkan Investment Company and related parties (including Arnsberg Investment Company)) (or ordinary shares if the underwriters exercise their option to purchase additional ordinary shares in full); and (iii) ordinary shares by the C&C Parties; and

•

the combined voting power in the Company will be as follows: (i) % by investors in this offering (or % if the underwriters exercise their option to purchase additional ordinary shares in full); (ii) % by the TP Holders (which includes Balkan Investment Company and related parties (including Arnsberg Investment Company)) (or % if the underwriters exercise their option to purchase additional ordinary shares in full); and (iii) % by the C&C Parties (or % if the underwriters exercise their option to purchase additional ordinary shares in full).

Debt Facilities

On March 26, 2021 Total Produce entered into a credit agreement (the “Credit Agreement”) with Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent, certain

of its subsidiaries and the lenders party thereto. The Credit Agreement provides for a $500.0 million five-year multi-currency senior secured revolving credit facility (the “Revolving Credit Facility”), which is available to Total Produce and certain of its subsidiary co-borrowers.

The Credit Agreement also provides for a $940.0 million seven-year U.S. dollar senior secured term loan “B” facility (the “Term Loan B Facility”) with Bank of America, N.A., as administrative agent, to be available to TP USA upon the consummation of certain conditions provided therein, including the consummation of the Completion. In addition, Dole plc and certain Dole Food Company subsidiaries expect to have access to the Revolving Credit Facility subject to the satisfaction or waiver of certain customary conditions and the consummation of the Completion.

In connection with the consummation of the Completion, the Credit Agreement is expected to be amended to provide for an increase in the Revolving Credit Facility to $600.0 million, a decrease in the Term Loan B Facility to $540 million and a new $300.0 million five-year U.S. dollar senior secured term loan A facility (the “Term Loan A Facility and, together with the Term Loan B Facility, the “Term Loan Facilities”; the Term Loan Facilities collectively with the Revolving Credit Facility, the “Facilities”). The Revolving Credit Facility and the Term Loan Facilities will be syndicated. We anticipate that $ million under the Revolving Credit Facility will be drawn upon consummation of the Completion, resulting in net proceeds (when aggregated with the net proceeds of the Term Loan Facilities) to Total Produce of approximately $ million, after deducting fees and expenses (including original issue discount with respect to the Term Loan Facilities). Proceeds of the Term Loan Facilities will be used to refinance certain Dole Food Company’s existing credit facilities and senior secured notes and in connection with the Completion, certain bilateral facilities of Total Produce will be terminated.

As of March 31, 2021, after giving effect to the Transaction and the consummation of debt financing in connection with the Transaction, we would have had $ million of outstanding indebtedness. Following the completion of this offering and after giving further effect to our planned use of $ million of the net proceeds to be received by us from this offering to repay outstanding borrowings, we would have had $ million of outstanding indebtedness, as of March 31, 2021. The net proceeds from this offering are critical to providing a long-term sustainable capitalization for Dole plc. This is expected to create a stronger balance sheet, enhance Dole plc’s credit profile, and lower its average cost of capital going forward.

COVID-19 Update

The COVID-19 outbreak continues to be an ongoing challenge for us and the wider fresh produce industry. The health and well-being of our people is our number one priority while at the same time recognizing the vital role in continuing to keep the supply chains open and supplying essential foodstuffs. Our strong presence in the global fresh produce industry, the diversity of its operations and products together with the exceptional response from our people have enabled us to meet these challenges. For more information on the impact of the COVID-19 pandemic on our business, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and Dole Food Company—Impact of COVID-19 Pandemic.”

Summary Risk Factors

The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

Risks Related to Our Business and Industry

•

Adverse weather conditions and other natural conditions can adversely affect our business.

•

Our business is highly competitive and we cannot assure you that we will maintain our current market share.

•

Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our suppliers and customers.

•

Currency exchange fluctuations may impact the results of our operations.

•

Increases in commodity or raw product costs could adversely affect our operating results.

•

We are subject to the risk of product contamination and product liability claims.

•

Adverse perception, events or rumors relating to our brand could significantly negatively impact our business.

•

We may face risks related to servicing our substantial debt.

•

Our earnings are subject to seasonal variability and market demand for our products.

•

We expect to expand our business, in part, through future acquisitions, but we may not be able to identify or complete suitable acquisitions, which could harm our business, financial condition and results of operations.

•

We sometimes extend credit to our key customers. Failure to collect, trade receivables, untimely collection or customer defaults could adversely affect our liquidity.

•

We are subject to risks related to our use of pesticides.

•

Goodwill and other intangible assets are subject to the risk of future impairments which could adversely impact our operating results.

•

We are exposed to labor risks, including those related to immigration laws and labor disputes.

•

We are subject to risks relating to our information systems.

•

We may face risks arising from our dependence on information technology and from social media.

•

We may face risks from our currently underfunded defined benefits plans.

•

We are subject to risks related to international operations, including terrorism, war, Brexit, global pandemics, including COVID-19 and trade policies.

•

We are highly regulated in the areas of food safety and protection of human health and the environment.

•

We are subject to transportation risks.

•

We are exposed to risks related to our use of GMOs.

•

An interruption at one or more of our manufacturing facilities could negatively affect our business, and our business continuity plan may prove inadequate.

•

If we lose the services of our key management, our business could suffer.

•

We are exposed to laws and regulation, including those related to climate change, agricultural policies, marketing, food labeling, food safety, anti-corruption and trade control.

•

We are dependent on our relationships with key suppliers and customers.

•

We rely on protection of our intellectual property and proprietary rights.

•

We are subject to litigation risks.

•

Tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes could impact our results of operations and financial condition.

Risks Related to the Transaction

•

Optimizing our operations may be more difficult, costly or time-consuming than expected and the anticipated benefits and cost savings of the Transaction may not be realized.

•

We have incurred significant transaction costs and may incur integration costs in connection with the Transaction.

•

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and our actual financial condition and results of operations following the Transaction may differ materially.

Risks Related to this Offering and Our Ordinary Shares

•

An active trading market for our ordinary shares may never develop or be sustained.

•

The market price and trading volume of our ordinary shares may be volatile, which could result in rapid and substantial losses for our shareholders.

•

Future offerings of debt or equity securities may adversely affect the market price of our ordinary shares and dilute existing shareholders.

•

Investors in this offering will suffer immediate dilution in net tangible book value per share.

•

If securities or industry analysts do not publish research or reports about our business or publish negative reports, our share price could decline.

•

United States investors may have difficulty enforcing judgments against us, our directors and executive officers and will have less protections as a result of our “foreign private issuer” status.

•

Certain provisions of Irish law and our Articles of Association could hinder, delay or prevent a change in control of us, which could adversely affect the price of our ordinary shares.

•

We will incur increased costs as a result of operating as a U.S. public company, including establishing and maintaining adequate internal controls over financial reporting and complying with Section 404 of the Sarbanes-Oxley Act.

Corporate Information

Our legal and commercial name is Dole plc. We were incorporated in Ireland on June 16, 2017 as a dormant company under the name Pearmill Limited. We changed our name to Dole Limited on April 13, 2021 and re-registered as a public limited company and changed our name to Dole plc on April 26, 2021. Our registered address is 29 North Anne Street, Dublin 7, D07 PH36, Ireland. As set forth in our Constitution, our purpose, among other things, is to carry on the business of a holding company and to coordinate the administration, finances and activities of any subsidiaries or associated companies.

Our telephone number is 353-1-887-2600, and our website address is www.doleplc.com. The information contained on, or that can be accessed through, our website is not part of this prospectus.

THE OFFERING

Issuer

Dole plc

Ordinary shares offered by us

ordinary shares (or ordinary shares, if the underwriters exercise their option to purchase additional ordinary shares in full).

Ordinary shares offered by the selling shareholders

ordinary shares (or ordinary shares, if the underwriters exercise their option to purchase additional ordinary shares in full).

Ordinary shares to be outstanding immediately after this offering

ordinary shares (or ordinary shares, if the offering underwriters exercise their option to purchase additional ordinary shares in full).

Option to purchase additional ordinary shares

We and the selling shareholders have granted the underwriters an option to purchase up to and , respectively additional ordinary shares. The underwriters may exercise this option at any time within 30 days from the date of this prospectus. See “Underwriting.”

Use of Proceeds

We will receive net proceeds of approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional ordinary shares in full) from the sale of the ordinary shares by us in this offering assuming an initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the public offering price would increase (decrease) our net proceeds by approximately $ million.

We intend to use the net proceeds of this offering to (i) pay certain costs of the Transactions; (ii) repay Dole Food Company’s outstanding 7.25% senior secured notes due 2025 and (iii) partially repay Dole Food Company’s existing credit facilities.

We will not receive any proceeds from the sale of ordinary shares by the selling shareholders in this offering.

See “Use of Proceeds.”

Dividends

Following completion, Dole plc intends to pay quarterly cash dividends on our ordinary shares on a basis consistent with Total Produce’s historical dividend track record.

Any declaration and payment of future dividends to holders of our ordinary shares will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant. The declaration, amount and timing of payment of any future dividends will therefore be subject to the recommendation of our board of directors based on its assessment of these factors at the time. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries.

Any future determination to pay dividends will also be subject to applicable laws, including the Irish Companies Act 2014, as amended (the “Irish Companies Act”), which requires, among other things, Irish companies to have profits available for distribution (known as distributable reserves) equal to or greater than the amount of the proposed dividend. Unless we create sufficient distributable reserves from our business activities, the creation of such distributable reserves would involve a reduction of our share premium account (to the extent such share premium is available), which would require the approval of 75% of our shareholders present and voting at a shareholder meeting, and of the Irish High Court. See “Dividend Policy.”

Proposed NYSE Symbol

“DOLE.”

Risk Factors

See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares.

The number of our ordinary shares to be outstanding immediately after this offering excludes:

•

ordinary shares issuable upon exercise of share options to be issued under our equity incentive plan (the “Omnibus Incentive Plan”) in connection with the completion of this offering at an exercise price equal to the fair market value on the date of grant;

•

ordinary shares issuable upon vesting of restricted share awards to be issued under the Omnibus Incentive Plan in connection with the completion of this offering; and

•

ordinary shares reserved for issuance under the Omnibus Incentive Plan.

Unless otherwise indicated, the information in this prospectus assumes the following:

•

except as otherwise specified in this prospectus, the completion of the Transaction on the terms set forth in the Transaction Agreement, including the issuance of a total of our ordinary shares to the TP Holders and the C&C Parties;

•

an initial public offering price of $ per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

•

no exercise by the underwriters of their option to purchase additional shares.

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following tables present the summary consolidated financial information of Total Produce and DFC Holdings for the periods and as of the dates indicated. Following this offering, both Total Produce and DFC Holdings will be considered our legal predecessors.

The summary consolidated statements of operations and statements of cash flows data of Total Produce for the fiscal years ended December 31, 2020, 2019 and 2018 and the summary consolidated balance sheet data as of December 31, 2020 and 2019 have been prepared in accordance with U.S. GAAP and are derived from the audited financial statements of Total Produce that are included elsewhere in this prospectus. The summary consolidated statements of operations and statements of cash flows data for the quarters ended March 31, 2021 and 2020 and the summary consolidated balance sheet data as of March 31, 2021 have been prepared in accordance with U.S. GAAP and are derived from the unaudited financial statements included elsewhere in this prospectus. Historical results for any prior period are not necessarily indicative of results to be expected in any future period.

The summary consolidated statements of operations and statements of cash flows data of DFC Holdings for the fiscal years ended December 31, 2020, December 28, 2019 and December 29, 2018 and the summary consolidated balance sheet data as of December 31, 2020 and December 28, 2019 have been prepared in accordance with U.S. GAAP and are derived from the audited financial statements of DFC Holdings that are included elsewhere in this prospectus. The summary consolidated statements of operations and statements of cash flows data for the quarters ended March 31, 2021 and 2020 and the summary consolidated balance sheet data as of March 31, 2021 have been prepared in accordance with U.S. GAAP and are derived from the unaudited financial statements included elsewhere in this prospectus. Historical results for any prior period are not necessarily indicative of results to be expected in any future period.

The summary unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of the Transaction, this offering and the other transactions as described in “Unaudited Pro Forma Condensed Consolidated Financial Information.” The summary unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the Pro Forma Transactions (as defined below) been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future operating results of the Company. The unaudited condensed consolidated pro forma financial information does not include adjustments to reflect any potential revenue synergies or cost savings that may be achievable in connection with the Pro Forma Transactions.

You should read the summary financial information presented below in conjunction with the information included under the headings “Description of the Transaction,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and DFC Holdings,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and the financial statements and the related notes included elsewhere in this prospectus.


	Dole plc Pro Forma
	Fiscal Year Ended December 31, 2020			Quarter Ended March 31, 2021
	(U.S. Dollars and shares in thousands, except per share amounts)
CONSOLIDATED STATEMENT OF OPERATIONS DATA (period ended)

Revenue	$	8,970,338		$	2,269,014
Cost of sales		(8,274,291	)		(2,047,078	)

Gross profit		696,047			221,936
Selling, marketing and general and administrative expenses		(488,088	)		(135,124	)

Operating income		207,959			86,812
Other income (expense), net		(15,030	)		4,941
Interest income		5,735			1,108
Interest expense		(71,421	)		(12,777	)

Income (loss) from continuing operations before income taxes and income from investments accounted for under the equity method		127,243			80,084
Income tax expense		(43,889	)		(23,165	)
Earnings from equity method investments		17,317			1,304

Net Income		100,671			58,223
Less: Net income attributable to non-controlling interests		(20,618	)		(5,546	)

Net income attributable to Dole plc	$	80,053		$	52,677

Earnings per share—Basic	$	0.7948		$	0.5230
Earnings per share—Diluted	$	0.7948		$	0.5230
Weighted average shares outstanding—Basic		100,727			100,727
Weighted average shares outstanding—Diluted		100,727			100,727
CONSOLIDATED BALANCE SHEET DATA (at period end)

Cash and cash equivalents					200,000
Current assets					1,659,394
Total assets					4,686,227
Current liabilities, less current portion of debt					1,337,167
Long-term debt, net					1,045,171
Total liabilities and equity					4,686,227
Total equity					1,459,988
NON-GAAP INFORMATION AND OTHER FINANCIAL DATA:

Cash paid for capital expenditures		(113,806	)		(49,382	)
Reconciliation of net debt
Total debt					1,208,298
Cash and cash equivalents					(200,000	)

Net debt					1,008,298
Reconciliation from net income to adjusted EBITDA
Net income	$	100,671		$	58,223
Interest expense		68,818			12,360
Income tax expense		43,889			23,165

EBIT		213,378			93,748

Depreciation and amortization		122,393			31,013
Acquisition related costs		19,420			7,164
Net unrealized (gain) loss on derivative instruments		(11,296	)		463
Net unrealized (gain) loss on foreign denominated intercompany borrowings		15,218			(5,858	)
Net non-cash settled realized loss on foreign intercompany borrowings		4,908			—
Fair value movements on contingent consideration		519			41
Impairment of property, plant and equipment		1,210			—
Asset write-downs, net of insurance proceeds		1,428			(9,880	)
Restructuring charges		1,304			—
(Gain) on asset sales		(7,547	)		—
(Gain) on acquisition or disposal of business		(14,790	)		(1,539	)
Legal matters		—			15,000
COVID-19		10,877			—
Items in earnings for equity method investments
Group share of depreciation		5,367			1,579
Group share of tax charge		4,154			855


	Dole plc Pro Forma
	Fiscal Year Ended December 31, 2020			Quarter Ended March 31, 2021
	(U.S. Dollars and shares in thousands, except per share amounts)
Group share of interest expense, net		1,400			333
Group share of other items		2,895			726

Adjusted EBITDA	$	370,838		$	133,645

Reconciliation from net income to adjusted net income
Net income attributable to Dole plc	$	80,053		$	52,677
Amortization of intangible assets		11,548			2,775
Acquisition related costs		19,420			7,164
Net unrealized (gain) loss on derivative instruments		(11,296	)		463
Net unrealized (gain) loss on foreign denominated intercompany borrowings		15,218			(5,858	)
Net non-cash settled realized loss on foreign intercompany borrowings		4,908			—
Fair value movements on contingent consideration		519			41
Impairment of property, plant and equipment		1,210			—
Asset write-downs, net of insurance proceeds		1,428			(9,880	)
Restructuring charges		1,304			—
(Gain) on asset sales		(7,547	)		—
(Gain) on acquisition or disposal of business		(14,790	)		(1,539	)
Legal matters		—			15,000
COVID-19		10,877			—
Refinancing charges and other debt related costs		19,663			—
Tax on items above		(7,771	)		(4,919	)
Noncontrolling interest impact of intangible asset amortization (net of tax)		(3,544	)		(258	)
Items in earnings for equity method investments
Group share of amortization of acquisition related intangible assets (net of tax)		2,518			604

Adjusted net income, attributable to Dole plc	$	123,718		$	56,270

Adjusted net income per ordinary share—Basic	$	1.2283		$	0.5586
Adjusted net income per ordinary share—Diluted	$	1.2283		$	0.5586
Weighted average shares outstanding—Basic		100,727			100,727
Weighted average shares outstanding—Diluted		100,727			100,727


	Total Produce plc
	Fiscal Year Ended									Quarter Ended
	December 31, 2020			December 31, 2019			December 31, 2018			March 31, 2021			March 31, 2020
	(U.S. Dollars in thousands, except per share amount)
CONSOLIDATED STATEMENT OF OPERATIONS (period ended)
Revenue	$	4,345,939		$	4,166,799		$	4,392,593		$	1,051,139		$	983,777
Cost of sales		(4,012,348	)		(3,864,313	)		(4,067,180	)		(966,638	)		(911,460	)

Gross profit		333,591			302,486			325,413			84,501			72,317
Selling, general and administrative expenses		(264,844	)		(252,679	)		(256,227	)		(66,383	)		(65,218	)
Impairment loss of goodwill		—			—			(9,811	)		—			—
Impairment loss of property, plant and equipment		(1,210	)		—			—			—			—
(Loss) gain on disposal of farming investment		—			(749	)		17,355			—			—
Restructuring expense		—			(1,280	)		(5,764	)		—			—
Dole transaction costs		—			—			—			(6,777	)		—
Gain on disposal of subsidiary		—			—			—			1,539			—
Foreign currency gain from share placing		—			—			14,771			—			—

Operating income		67,537			47,778			85,737			12,880			7,099
Other (expense) income, net		(515	)		3,943			1,057			(73	)		(612	)
Interest income		2,604			3,077			4,364			417			603
Interest expense		(10,523	)		(12,042	)		(13,829	)		(2,252	)		(2,656	)

Income before income taxes and income from investments accounted for under the equity method		59,103			42,756			77,329			10,972			4,434
Income tax expense (benefit)		(18,130	)		(10,312	)		(19,854	)		(1,256	)		345
Equity in net earnings of investments accounted for under the equity method		30,279			36,943			363			16,399			5,699

Net income		71,252			69,387			57,838			26,115			10,478
Less: Net income attributable to non-controlling interests		(18,764	)		(14,327	)		(21,224	)		(4,806	)		(2,147	)

Net income attributable to Total Produce plc	$	52,488		$	55,060		$	36,614		$	21,309		$	8,331

Earnings per share—Basic	$	0.1351		$	0.1417		$	0.0959		$	0.0548		$	0.0214
Earnings per share—Diluted	$	0.1349		$	0.1414		$	0.0956		$	0.0547		$	0.0214
Income from continuing operations excluding net income attributable to non-controlling interests		52,488			55,060			36,614			21,309			8,331
Net income attributable to Total Produce plc	$	52,488		$	55,060		$	36,614		$	21,309		$	8,331
CONSOLIDATED BALANCE SHEET DATA (at period end)
Cash and cash equivalents	$	160,503		$	129,577					$	358,350
Current assets		730,395			677,550						948,630
Total assets		1,885,802			1,759,855						2,101,171
Total secured debt, net		6,289			3,838						10,042
Current liabilities, less current portion of debt		669,158			579,721						644,001
Long-term debt, net		314,840			282,208						556,611
Total liabilities and equity		1,885,802			1,759,855						2,101,171
Total equity		657,915			613,993						664,462
CONSOLIDATED CASH FLOW AND OTHER DATA
Cash paid for capital expenditures	$	(23,202	)	$	(26,971	)	$	(35,721	)		(8,669	)		(5,970	)
Cash paid for interest on borrowings		(10,859	)		(10,682	)		(11,098	)		(1,148	)		(2,278	)
Cash flow provided by (used in) operating activities		144,573			75,249			65,672			(37,679	)		(45,312	)
Cash flow (used in) investing activities		(25,596	)		(41,984	)		(328,764	)		(9,118	)		(3,320	)
Cash flow provided by (used in) financing activities		(100,584	)		(19,812	)		269,711			247,850			47,295
NON-GAAP INFORMATION:
Reconciliation from net income to adjusted EBITDA
Net income		71,252			69,387			57,838			26,115			10,478


	Total Produce plc
	Fiscal Year Ended								Quarter Ended
	December 31, 2020		December 31, 2019			December 31, 2018			March 31, 2021			March 31, 2020
	(U.S. Dollars in thousands)
Interest expense, net		7,919		8,965			9,465			1,835			2,053
Income tax expense (benefit)		18,130		10,312			19,854			1,256			(345	)

EBIT		97,301		88,664			87,157			29,206			12,186
Depreciation and amortization		36,182		34,409			34,023			9,480			8,919
Litigation and transaction related costs		396		198			4,197			6,777			235
Net unrealized loss (gain) on derivative financial instruments		633		13			(428	)		219			102
Fair value movements on contingent consideration		519		(228	)		(2,551	)		41			136
Goodwill impairment		—		—			9,811			—			—
Impairment of property, plant and equipment		1,210		—			—			—			—
Loss (gain) on disposal of farming investment		—		749			(17,355	)		—			—
Restructuring charges		—		1,280			5,764			—			—
Foreign currency gain from share placing		—		—			(14,771	)		—			—
(Gain) on disposal of subsidiary		—		—			—			(1,539	)		—
Items in earnings for equity method investments
Group share of depreciation		45,135		40,601			19,553			11,582			10,023
Group share of income tax expense		22,329		16,531			2,760			15,675			7,715
Group share of interest expense, net		34,631		37,808			18,022			7,257			11,770
Group share of other items		10,602		7,604			5,561			39			4,291

Adjusted EBITDA	$	248,938	$	227,629		$	151,743		$	78,737		$	55,377


	DFC Holdings, LLC
	Fiscal Year Ended									Quarter Ended
	December 31, 2020			December 28, 2019			December 29, 2018			March 31, 2021			March 31, 2020
	(U.S. Dollars in thousands)
CONSOLIDATED STATEMENT OF OPERATIONS (period ended)
Revenue	$	4,671,999		$	4,515,955		$	4,566,808		$	1,232,675		$	1,207,991
Cost of sales		(4,311,275	)		(4,174,298	)		(4,270,198	)		(1,096,241	)		(1,104,571	)

Gross profit		360,724			341,657			296,610			136,434			103,420
Selling, marketing and general and administrative expenses		(200,582	)		(208,884	)		(239,313	)		(64,522	)		(50,119	)
Merger transaction and other related costs		(661	)		(24	)		(1,645	)		(387	)		—
Gain on asset sales		11,181			23,366			13,766			3,582			864

Operating income		170,662			156,115			69,418			75,107			54,165
Other income (expense), net		(29,305	)		(3,316	)		(7,341	)		5,014			(2,883	)
Interest income		3,131			4,784			4,377			691			1,079
Interest expense		(78,250	)		(89,180	)		(85,102	)		(16,631	)		(26,922	)

Income (loss) from continuing operations before income taxes and equity earnings (loss)		66,238			68,403			(18,648	)		64,181			25,439
Income tax (expense) benefit		(23,782	)		(24,036	)		10,280			(20,775	)		(10,499	)
Earnings (loss) from equity method investments		2,149			(532	)		(1,263	)		252			6

Income (loss) from continuing operations, net of income taxes		44,605			43,835			(9,631	)		43,658			14,946
Income (loss) from discontinued operations, net of income taxes		(43	)		(2,500	)		(3,935	)		—			(43	)

Net income (loss)		44,562			41,335			(13,566	)		43,658			14,903
Less: Net income attributable to non-controlling interests		(1,854	)		(1,971	)		(1,832	)		(740	)		(721	)

Net income (loss) attributable to Dole Food Company, Inc.	$	42,708		$	39,364		$	(15,398	)	$	42,918		$	14,182


	DFC Holdings, LLC
	Fiscal Year Ended									Quarter Ended
	December 31, 2020			December 28, 2019			December 29, 2018			March 31, 2021			March 31, 2020
	(U.S. Dollars in thousands)
Income (loss) from continuing operations excluding net income attributable to non-controlling interests		42,751			41,864			(11,463	)		42,918			14,225
Net income (loss) attributable to Dole Food Company, Inc.	$	42,708		$	39,364		$	(15,398	)	$	42,918		$	14,182
CONSOLIDATED BALANCE SHEET DATA (at period end)
Cash and cash equivalents	$	66,795		$	64,914					$	48,623
Current assets		855,758			844,203						922,065
Total assets		2,956,513			2,949,261						3,000,427
Notes payable and current portion of long-term debt, net		75,504			53,958						82,547
Current liabilities, less current portion of debt		731,999			678,113						724,573
Long-term debt, net		1,230,552			1,317,799						1,235,877
Total liabilities and equity		2,956,513			2,949,261						3,000,427
Total equity		390,342			335,598						436,822
CONSOLIDATED CASH FLOW AND OTHER DATA
Cash paid for capital expenditures	$	(90,604	)	$	(84,189	)	$	(74,696	)	$	(40,713	)	$	(17,106	)
Interest payments on borrowings		(74,956	)		(83,412	)		(73,854	)		12,245			13,993
Cash flow provided by (used in) operating activities		151,114			72,274			(31,958	)		(4,401	)		(7,928	)
Cash flow provided by (used in) investing activities		(63,762	)		(14,904	)		12,982			(26,582	)		(16,653	)
Cash flow provided by (used in) financing activities		(88,104	)		(53,059	)		(49,255	)		13,661			34,935
NON-GAAP INFORMATION:
Reconciliation from net income to adjusted EBITDA
Net income (loss)	$	44,562		$	41,335		$	(13,566	)	$	43,658		$	14,903
Loss from discontinued operations, net of income taxes		43			2,500			3,935			—			43
Interest expense from continuing operations		78,250			89,180			85,102			16,631			26,922
Income tax expense (benefit) from continuing operations		23,782			24,036			(10,280	)		20,775			10,499

EBIT before discontinued operations		146,637			157,051			65,191			81,064			52,367
Depreciation and amortization		91,392			88,111			89,612			22,738			23,066
Net unrealized (gain) loss on derivative instruments		(11,929	)		11,843			(5,996	)		244			13,277
Net unrealized (gain) loss on foreign currency denominated intercompany borrowings		15,218			7,275			(10,978	)		(5,859	)		(7,368	)
Net non-cash settled realized (gain) loss on foreign intercompany borrowing		4,908			(11,584	)		—			—			—
Restructuring charges		1,304			2,247			16,927			—			—
(Gain) on asset sales		(12,137	)		(23,096	)		(13,766	)		—			(186	)
Vegetable recalls and related costs		—			4,186			8,674			—			—
Refinancing charges and other debt related costs		—			—			5,459			—			—
Litigation and transaction costs		661			1,728			37,415						—
Legal matters		—			—			—			15,000			—
Asset write-downs, net of insurance proceeds		1,428			3,037			—			(9,880	)		—
Merger, transaction and other related costs		—			—			—			387			—
COVID-19		10,877			—			—			—			—

Adjusted EBITDA	$	248,359		$	240,798		$	192,538		$	103,694		$	81,156

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with the other information set forth in this prospectus before investing in our ordinary shares. If any of the following risks or uncertainties actually occurs, our business, financial position and results of operations could be materially and adversely affected. In such case, the trading price of our ordinary shares could decline and you may lose all or part of your investment. Our business, financial condition, prospects, results of operations or cash flows could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. We cannot assure you that any of the events discussed in the risk factors below will not occur.

Risks Related to Our Business and Industry

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

Fresh produce is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are quite common but difficult to predict, the effects of which may be influenced and intensified by ongoing global climate change. Unfavorable growing conditions can reduce both crop size and crop quality. This risk is particularly acute with respect to regions or countries from which we source a significant percentage of our products. In extreme cases, entire harvests may be lost in some geographic areas. In addition, weather patterns may affect consumer demand, creating shortages in key products. For example, we experience an increased demand for salads during summer months and prolonged warm weather may stress our ability to meet such demand. Conversely, extended bouts of cold or other inclement weather may depress such demand, leading to wasted product. Adverse weather may also impact our supply chains, preventing us from procuring supplies necessary to the running of our operations and delivering our products to our customers. Outsized weather events and natural disasters may prolong or worsen such impacts. For example, we were recently adversely impacted by hurricanes in Honduras and unseasonably significant rainfall in Chile. Such adverse conditions can increase costs, decrease revenue and lead to additional charges to earnings, which may have an adverse effect on our business, financial condition and results of operations.

Fresh produce is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied, climatic conditions and the risks associated with ongoing global climate change. For example, black sigatoka is a fungal disease that affects banana cultivation in most areas where they are grown commercially.

Tropical Race 4 (“TR4”) may impose significant costs and losses on our business.

We have begun seeing instances of Banana Fusarium Wilt Tropical Race 4 (“TR4”), a serious vascular crop disease that affects bananas in some areas where we source product. TR4 significantly reduces productivity of banana crops and destroys affected banana plants. In the 1950’s, a predecessor disease to TR4, Banana Fusarium Wilt Tropical Race 1 (“TR1”), resulted in the banana industry discontinuing cultivation of the Gros Michel banana, which is susceptible to TR1, and moving to the Cavendish variety. While TR4 is a significant threat to the Cavendish banana, other options currently exist and are being developed. For example, a TR4-tolerant banana variety has been identified and is currently being used in Asia and Australia where TR4 has been present for many years. It is approximately 15-20% less productive than the Cavendish, however, making production costs higher.

Although we are yet to experience any material impacts to our growing or sourcing operations, we continuously monitor TR4 and make improvements to our existing biosecurity and other prevention strategies. For example, we are conducting site-specific TR4 prevention activities throughout Latin America in coordination with local authorities and international experts to contain and prevent spread based on a risk-based mitigation plan. We have also developed contingency plans should TR4 at some point impact our operations, including the potential deployment of conventionally bred, gene-edited, or genetically modified (“GMO”) banana plants more resistant or immune to the disease. These prevention and research efforts have cost us approximately $6.7 million to date, and we expect to spend an additional approximately $5.3 million in 2021 and $7.2 million in 2022. Future costs are uncertain and will depend on the extent of any continued spread of the disease. For more information about gene-edited and GMO banana plants, see “—Risks Related to Our Business and Industry—Some of the ingredients that we use in our products contain GMOs and we may in the future need to develop and market GMO products and products containing GMO ingredients based on adverse market conditions.”

We may be unable to prevent TR4’s spread or develop bananas fully resistant to the disease, causing increased costs, decreased revenue and charges to earnings, which may have an adverse effect on our business, financial condition and results of operations. Efforts to develop a fully resistant plant may not succeed and if those efforts do succeed, fruit from fully resistant plants may not be marketable due to consumer preference or government regulation.

Our business is highly competitive and we cannot assure you that we will maintain our current market share.

We face strong competition from many companies in all of our product lines. Our principal competitors in the international banana business are Chiquita Brands International, Fresh Del Monte Produce and Fyffes. The international pineapple and diversified fruit categories have a large number of exporters, importers, and cooperatives competing in the sector. Our primary competitor in pineapples is Fresh Del Monte Produce and our primary competitors in the diversified fruit category are the South African company Core Fruit, the Chilean company Frusan and the multinational Unifrutti. In fresh vegetables, a limited number of grower-shippers in the United States and Mexico supply a significant portion of the U.S. market, with numerous smaller independent distributors also competing. We also face competition from grower cooperatives. In Value Added Salads, our primary competitors include Chiquita Brands International (which markets Fresh Express), Ready Pac Produce and Taylor Fresh Foods. In fresh-packed vegetables, our primary competitors include Tanimura & Antle, Duda Farm Fresh Foods, Ocean Mist Farms and the Nunes Company. In berries, our primary competitors include Driscoll Strawberry Associates, Naturipe Farms, California Giant Berry Farms, and Well-Pict Berries.

Some of our most significant competitive risks include the following:

•

some of our competitors may have greater operating flexibility and, in certain cases, this may permit them to respond better or more quickly to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support;

•

several of our product lines compete with products sourced from other regions, private label products and other alternatives;

•

bidding for contracts or arrangements with retail and food service customers is highly competitive, and the prices or other terms of our contract bids may not be sufficient to retain existing business or to maintain current levels of profitability;

•

existing customers may demand changes in terms of trading which would impact our cash flow and/or profitability;

•

we cannot predict the pricing or promotional actions of our competitors or whether those actions will have a negative effect on us; and

•

global economic conditions or trade disruptions may influence the behavior of our competitors in a manner, which may have a negative effect on us.

There can be no assurance that we will continue to compete effectively with our present and future competitors.

Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our suppliers and customers.

We depend in part on stable, liquid and well-functioning capital and credit markets to fund our operations. Although we believe that our operating cash flows, access to capital and credit markets and credit facility will permit us to meet our financing needs for the foreseeable future, there can be no assurance that continued or increased volatility and disruption in the capital and credit markets will not impair our liquidity or increase our costs of borrowing. Our business, financial condition and results of operations could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets.

Our earnings are sensitive to fluctuations in market prices and demand for our products.

Excess supply often causes severe price competition in our businesses. Growing conditions in various parts of the world, particularly weather conditions such as windstorms, fires, floods, droughts and freezes, as well as diseases and pests, are primary factors affecting market prices because of their influence on the supply and quality of product.

Although the perishability of fresh produce varies to a certain degree by item (for example, bananas will typically keep fresh in temperature controlled storage for longer than lettuce), fresh produce is, as a general matter, highly perishable and must be brought to market and sold soon after harvest. The selling price received for each type of produce depends on all of these factors, including the availability and quality of the produce item in the market, and the availability and quality of competing types of produce.

In addition, general public perceptions regarding the quality, safety or health risks associated with particular food products could reduce demand and prices for some of our products. To the extent that consumer preferences evolve away from products that we produce for health or other reasons, and we are unable to modify our products or to develop products that satisfy new consumer preferences, there will be a decreased demand for our products. However, even if market prices are unfavorable, produce items which are ready to be, or have been, harvested must be brought to market promptly. A decrease in the selling price received for our products due to the factors described above could have an adverse effect on our business, financial condition and results of operations.

Currency exchange fluctuations may impact the results of our operations.

We grow, source, import, package market and distribute over 300 products that are sourced, grown, processed, marketed and distributed in over 30 countries. Our international sales are usually transacted in U.S. dollars and European currencies. Our results of operations are affected by fluctuations in currency exchange rates in both sourcing and selling locations. Although we enter into foreign currency exchange forward contracts from time to time to reduce our risk related to currency exchange fluctuation, our results of operations may still be impacted by foreign currency exchange rates, primarily, the euro-to-U.S. dollar, Swedish krona-to-U.S. dollar and Chilean peso-to-U.S. dollar

exchange rates. For example, if the U.S. dollar exchange rates in 2020, had remained unchanged from the 2019 rates, the Total Produce and Dole Food Company revenues would have been lower by approximately $25 million and $14.1 million respectively. In recent years, the euro-to-U.S. dollar exchange rate has been subject to substantial volatility which may continue, particularly in light of recent political events regarding the European Union, or EU, including the United Kingdom’s exit from the EU. We estimate that a 10% strengthening of the U.S. dollar relative to Dole Food Company’s foreign currency exposure would lower pro forma revenue by approximately $86.0 million, excluding the impact of foreign currency exchange hedges. The impact of the U.S. dollar strengthening by 10% relative to Euro, Swedish Krona and Pound Sterling would lower the revenue of Total Produce by approximately $243.0 million, excluding the impact of foreign currency exchange hedges. Because we do not hedge against all of our foreign currency exposure, our business will continue to be susceptible to foreign currency fluctuations. For more information see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and Dole Food Company—Key Factors and Trends Affecting Our Results of Operations—Foreign Currency Fluctuations.”

Increases in commodity or raw product costs, such as fuel and paper, or changes to their availability, could adversely affect our operating results.

Increased costs for purchased fruit and vegetables have in the past negatively impacted our operating results, and there can be no assurance that they will not adversely affect our business, financial condition and results of operations in the future.

In addition, the price and availability of various commodities can significantly affect our costs. For example, the price of bunker fuel used in shipping operations, including fuel used in ships that we own or charter, is an important variable component of transportation costs. In addition, fuel and transportation costs are a significant component of the price of much of the produce that we purchase from third parties, and there can be no assurance that we will be able to pass on the increased costs we incur in these respects to customers.

The cost and availability of paper is also significant to us because some of our products are packed in cardboard boxes for shipment. If the price of paper increases, and we are not able to effectively pass these price increases along to our customers, then our operating income will decrease. Similarly, if the availability of paper is affected by increased global demand, our operations could be negatively impacted Increased costs for paper have in the past negatively impacted our operating results, and there can be no assurance that these increased costs will not adversely affect our business, financial condition and results of operations in the future.

We are subject to the risk of product contamination and product liability claims.

The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties, quality issues such as product contamination or spoilage, including the presence of foreign objects, substances, chemicals or other agents or residues introduced during the growing, storage, processing, handling or transportation phases. We have been from time to time involved in product liability lawsuits and cannot be sure that consumption of our products will not cause a health-related illness in the future, that we will not be subject to claims or lawsuits relating to such matters or that we will not need to initiate recalls of our products in response to the foregoing. We have in the past from time to time initiated recalls, including Class I recalls, for possible contamination of produce with allergens or bacteria, such as Salmonella, E. coli and Listeria. For example, Dole Food Company experienced a Listeria outbreak in early 2016 linked to packaged salads produced at a Dole Food Company facility in Ohio, which Dole Food Company responded to by immediately ceasing all production at such facility and issuing a voluntary withdrawal and recall of packaged salads produced there. Even if a product liability claim is

unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

Adverse perception, events or rumors relating to our brand could negatively impact our business.

Consumer and institutional recognition of the Total Produce and Dole Food Company trademarks and related brands, and the association of these brands with high-quality and safe food products, are an integral part of our business. The occurrence of any events or rumors that cause consumers and/or institutions to no longer associate these brands with high-quality and safe food products may materially adversely affect the value of our brand names and demand for our products. We have licensed and will continue to license the Total Produce and DOLE brand name to several affiliated and unaffiliated companies for use in the United States and abroad. In addition, we sold the use of the DOLE brand in Asia, Australia and New Zealand for fresh fruit, worldwide for shelf stable packaged food products, and worldwide for juice products. Acts or omissions by these companies, over which we have limited or no control, may also have such adverse effects.

In addition, sustainability credentials are an increasingly important factor in stakeholders’ perceptions of a company. Should we not meet the expectations of our stakeholders or communicate our work in this area sufficiently this may negatively impact our reputation.

We may be unable to service our substantial debt with our current or expected cash flows and such debt may limit our flexibility and ability to pursue additional financing.

As of , 2021, after giving effect to the Transaction and the consummation of debt financing in connection with the Transaction, we would have had $ million of outstanding indebtedness. Following the completion of this offering and after giving further effect to our planned use of $ million of the net proceeds to be received by us from this offering to repay outstanding borrowings, we would have had $ million of outstanding indebtedness, as of , 2021. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control, including those described in this “Risk Factors” section and elsewhere in this prospectus. Our business may not generate sufficient cash flow from operations to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional financing on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. For more information on our outstanding indebtedness, see “Description of Certain Indebtedness.”

Our earnings are subject to seasonal variability.

Our earnings may be affected by seasonal factors, including:

•

the seasonality of our supplies and consumer demand;

•

the ability to process products during critical harvest periods; and

•

the timing and effects of ripening and perishability.

As an example, although banana production tends to be relatively stable throughout the year, banana pricing is seasonal because bananas compete against other fresh fruit that generally comes to market beginning in the summer. As a result, banana prices are typically higher during the first half of the year.

Our business strategy includes growth through the acquisitions of other businesses. We continually review, evaluate and consider potential acquisitions. In such evaluations, we are required to make difficult judgments regarding the value of business opportunities and the related risks and cost of potential liabilities. We plan to use acquisitions of companies to expand our geographic coverage, add experienced management and increase our product offerings. We may not be able to continue to identify attractive acquisition opportunities or successfully acquire identified targets. In addition, we may not be successful in integrating our current or future acquisitions, including integrations in connection with the Transaction, into our existing operations, which may result in unforeseen operational difficulties or diminished financial performance or require a disproportionate amount of our management’s attention. Even if we are successful in integrating our current or future acquisitions into our existing operations, we may not derive the benefits, such as operational or administrative synergies, that we expected from such acquisitions, which may result in the investment of our capital resources without realizing the expected returns on such investment. Furthermore, competition for acquisition opportunities may increase our cost of making further acquisitions or cause us to refrain from making additional acquisitions. We also may be limited in our ability to incur additional indebtedness in connection with or to fund future acquisitions under the Credit Agreement (as defined below). In addition, although we have dedicated in-house personnel whose primary role is to focus on acquisitions, the time and effort involved in attempting to identify acquisition candidates and consummate acquisitions may divert members of our management from the operations of our company.

We depend on certain key customers and are subject to risks if such key customers reduce the amount of products they purchase from us or terminate their relationships with us.

In certain regions our customer base is concentrated among a small number of large, key customers. Overall our top ten customers accounted for approximately 30% of pro forma revenue for fiscal year 2020, although no one customer accounted for more than 10% of combined revenue. If we fail to maintain our relationships with such customers and such customers terminate their relationship or otherwise reduce the amount of products they purchase from us below our expectations, we could suffer adverse effects in such reason on our business, business opportunities, results of operations, financial condition and cash flows.

We sometimes extend credit to our key customers. Failure to collect, trade receivables, untimely collection or customer defaults could adversely affect our liquidity.

We extend credit to certain of our key customers and, as of December 31, 2020, on a pro forma basis, we would have had $741.0 million in trade receivables outstanding. Generally, our customers will pay within the credit period, however, customer illiquidity may cause repayment to fall outside the credit period or not at all. We perform ongoing credit evaluations of our customers’ financial condition and manage the risk based on experience, customers’ track record and historic default rates. If we encounter future problems collecting amounts due from our customers, particularly customers with a large amount of credit outstanding, or if we experience delays or customer default in the collection of amounts due, our liquidity could be adversely affected.

Public health outbreaks, epidemics or pandemics, including the global COVID-19 pandemic, have disrupted and may continue to disrupt, our business and could materially affect our business, financial condition and results of operations.

The recent COVID-19 pandemic and resulting worldwide economic conditions have affected, and may continue to affect, our business, financial condition and results of operations.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. For example, government imposed mandatory closures and restrictions across various key global markets of ours resulted in volatile supply and demand conditions, primarily due to reduced demand in the foodservice distribution channel. As a result, product was redirected to the retail channel and in some cases this led to an increased supply and lower pricing. This primarily impacted our pineapple and fresh-packed vegetable products. While demand in our retail channels for certain products has increased due to the impact of COVID-19 and this has somewhat compensated for losses in other channels and for other products, there is no guarantee that this increased demand will continue. While these effects were pronounced to varying degrees throughout fiscal year 2020, the future extent of the impact of the COVID-19 pandemic on our financial performance, including our ability to execute our strategic initiatives, is still uncertain and will depend on future developments, including the duration and spread of the pandemic, related government restrictions and the success of vaccines and other treatments for COVID-19. Additionally, as the global economic impacts of COVID-19 continue, fluctuate and/or change, the pandemic’s impact on our operating results may change or be prolonged.

In addition, our ability to continue to supply our products is highly dependent on our workforce, including our workers involved in the growing, harvesting, transportation, processing and distribution of our products. Our ability to maintain the safety of our workforce may be significantly impacted by individuals contracting or being exposed to COVID-19, and our operations and financial results may be negatively affected as a result. While we are following the requirements of governmental authorities and taking additional preventative and protective measures to ensure the safety of our workforce, we cannot be certain that these measures will be successful in ensuring the health of our workforce. For example, as a result of a significant number of positive test results at one of our salad processing plants, our workforce was significantly depleted for approximately one week, resulting in inefficiencies and higher production and product transportation costs. Additional workforce disruptions of this nature may significantly impact our ability to maintain our operations and may adversely affect our financial results. Throughout the pandemic governments have restricted travel between countries and transportation generally, and this has impacted the movement of our goods across international borders. While these restrictions have not significantly impacted our ability to supply our products to date, there is no guarantee that future border closures or restrictions will not have a significant impact on our business. We also incurred costs in relation to safety precautions undertaken in our shipping operations and the stockpiling of certain commodities, and although such costs have since subsided, there can be no assurances that we would not be required to incur such costs or similar costs in the future.

The impact of the COVID-19 pandemic on our operating results can also impact our ability to meet our financial obligations. Our operating results have been and may continue to be impacted by the pandemic, and we cannot predict whether future developments associated with the COVID-19 pandemic will materially adversely affect our long-term liquidity position. In the event of a continued sustained market deterioration or further delayed recovery, we may need additional liquidity which would require us to evaluate available alternative strategies such as selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital, strategies of which could be unsuccessful.

We are subject to costs and liabilities under foreign and domestic environmental laws and regulations.

Compliance with environmental laws, including those related to the handling, use, generation, transport, and disposal of hazardous materials is inherent in major agricultural operations, including those conducted by us. Compliance with these foreign and domestic laws and related regulations is an ongoing process, and these laws and regulations are frequently revised and generally become stricter over time. Failure to comply with applicable laws and regulations can result in requirements to cease noncompliant operations, incurrence of additional capital or operating expenses to correct violations, or the assessment of significant fines and penalties. While we believe that we are generally in material compliance with applicable laws and regulations, there can be no assurance that the cost of compliance with environmental laws and regulations will not, in the future, have a material effect on our capital expenditures, earnings or competitive position. It is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, including those driven by concerns about climate change and further restrictions on the use of agricultural chemicals, could result in increased compliance costs which may be material.

Environmental laws include those that impose liability and/or increased costs for environmental damage from the use of herbicides, pesticides and other potentially hazardous substances or environmental contamination of our current and previously owned or leased property.

We use herbicides, pesticides and other potentially hazardous substances in the operation of our business. We may have to pay for the costs or damages associated with any improper application, accidental release or the use or misuse of such substances. Our insurance may not be adequate to cover such costs or damages or may not continue to be available at a price or under terms that are satisfactory to us. In such cases, payment of such costs or damages could have an adverse effect on our business, financial condition or results of operations.

We may be subject to liability and/or increased costs for environmental damage from the use of herbicides, pesticides and other potentially hazardous substances or environmental contamination of our current and previously owned or leased property.

Certain environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act in the United States, impose strict and, in many cases, joint and several, liability for the cost of remediating contamination, on current and former owners of property or on persons responsible for causing such contamination. Dole Food Company has been in the past involved in remedial investigations and actions at some locations, and we could in the future be required to spend significant sums to remediate contamination that has been caused by us, our predecessors, or prior owners or operators of our properties. An adverse result in any potential future matter could have an adverse effect on our business, financial condition and results of operations.

We face risks related to our former use of the pesticide DBCP.

Dole Food Company formerly used DBCP, a nematicide that was used on a variety of crops throughout the world. The registration for DBCP with the U.S. government was cancelled, with limited

exceptions, in 1979 based in part on an apparent link to male sterility among chemical factory workers who produced DBCP. There are a number of pending lawsuits in the United States and other countries against the manufacturers of DBCP and certain growers, including Dole Food Company, who used DBCP in the past. The cost to defend or settle these lawsuits, and the costs to pay any judgments or settlements resulting from these lawsuits, or other lawsuits which might be brought, could have an adverse effect on our business, financial condition or results of operations. For more information, see “Business—Legal Proceedings.”

Goodwill and other intangible assets are subject to the risk of future impairments which could adversely impact our operating results.

We review goodwill and other intangible assets for impairment on an annual basis or earlier if indicators for impairment are present. The goodwill associated with our acquisitions are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. If these businesses do not perform to expected levels, the goodwill may be at risk for impairment in the future.

The fair value of the Dole Food Company trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. If our products do not perform to expected levels, the trade names and trademarks associated with these products may also be at risk for impairment in the future.

Any such impairment charges could be material and have an adverse impact on our business, financial condition and results of operations.

Changes in immigration laws could impact the availability of labor to harvest our products and operate our salad manufacturing plants, or the availability of produce purchased from third party suppliers.

The personnel engaged for our U.S. harvesting operations typically include significant numbers of immigrants who are authorized to work in the United States. Immigrants who are authorized to work in the United States also make up a portion of the workforce at our U.S. salad manufacturing plants. The availability and number of these workers could decrease if there are changes in U.S. immigration laws. A scarcity of available personnel to harvest agricultural products in the United States could increase our labor costs, increase our product costs or lead to product shortages, and adversely impacting our business, financial condition and results of operations.

A portion of our workforce is unionized and labor disruptions could decrease our profitability.

As of December 31, 2020, approximately 30% of our full-time employees worldwide worked under various collective bargaining agreements and unionized workforces. We cannot give assurance that we will be able to negotiate these or other collective bargaining agreements on the same or more favorable terms as the current agreements, or at all, and without production interruptions, including labor stoppages. A prolonged labor dispute, which could include a work stoppage, could have an adverse effect on the portion of our business affected by the dispute, which could adversely impact our business, financial condition and results of operations.

We are subject to risks relating to our information systems.

Our electronic information and our information system assets may be made unavailable, leaked or altered due to a computer cybersecurity incident, which could adversely affect the results of our operations, and we cannot predict the extent or duration of these incidents.

Although our computer systems are distributed in many geographic areas and Dole Food Company and Total Produce maintain largely independent information technology systems, there are some intra-company systems which are connected together in a private network. A widespread computer cybersecurity incident, such as virus infection, may significantly disrupt our operations and business processes. In such a case, we may have to operate manually, which may result in significant delay in the delivery of our products to our customers or damage to the fresh fruit and vegetable products. Our customers could refuse to continue to do business with us and prematurely terminate or reduce existing contracts, resulting in a significant reduction of our operating revenue.

We have intellectual property, trade secrets and confidential business information that are stored in electronic formats that could be leaked to competitors or the public due to computer cybersecurity incidents, which may result in loss of competitive position and market share. We also have personal confidential information stored in our controlled systems. This information, if stolen or leaked, could result in significant financial and legal risk including penalties under data protection legislation, such as the General Data Protection Regulation in the EU.

In the context of our EU-facing operations, we may be subject to specific compliance obligations under the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and associated laws and regulations in different EU Member States in which we operate. In addition, portions of our business established outside the EU may be required to comply with the requirements of the GDPR and associated EU legislation with respect to the offering of products to, or the monitoring of, individuals in the EU. We may also be subject to the local privacy and data protection laws of the EU Member States in which we offer products. Failure to comply with these EU data protection and privacy laws, can carry penalties and potential criminal sanctions, as well as the risk of litigation. In addition, Directive 2002/58/EC (as amended by Directive 2009/136/EC) (together, the “e-Privacy Directive”) governs, among other things, the use of cookies and the sending of electronic direct marketing within the EU and, as such, will apply to our marketing activities within the EU. Following Brexit, the UK has adopted its own data protection and direct marketing laws (the “UK data protection laws”) which are currently based on the corresponding EU legislation. Our UK-facing operations may therefore be subject to specific compliance obligations under the UK data protection laws.

We may be targeted by computer hackers from the internet, from business partners’ networks connected to our network or from employees, for specific purposes such as financial gain, political or ideological motives or simply to damage our reputation, which may result in significant decline in consumer preference for our products in certain geographic regions or globally, and could potentially reduce our market share.

Recovery from any of the above computer incidents could be expensive. Rapidly raising and maintaining higher standards of computer cybersecurity practices in our business globally may require significant initial investment and higher operating costs, and therefore could negatively impact our operating income.

We are increasingly dependent on information technology, and expanding social media vehicles present new risks.

The inappropriate use of certain media vehicles could cause brand damage or information leakage. Negative posts or comments about us or our products on any social networking web site could seriously damage our reputation. In addition, the disclosure of non-public company sensitive information through external media channels could lead to information loss. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to our reputation could negatively impact our business, financial condition and results of operations.

Certain of our defined benefit pension plans are currently underfunded, and we may have to make significant cash payments to the plans, which would reduce the cash available for our business.

We have underfunded obligations under certain of our benefit plans. As of December 31, 2020, the liabilities under Dole Food Company’s benefit plans exceeded the assets of such benefit plans by approximately $132.2 million, and the liabilities under Total Produce’s benefit plans exceeded the assets of such benefit plans by approximately $21.3 million. As a result, on a pro forma basis, as of December 31, 2020, the liabilities under our benefit plans would have exceeded the assets of those benefit plans by approximately $153.5 million. The funded status of our benefit plans is dependent upon many factors, including returns on invested assets, actuarial assumptions, including the level of certain market interest rates and the discount rate used to determine pension obligations. Unfavorable returns on the plan assets, or unfavorable changes in applicable laws or regulations, could materially change the timing and amount of required plan funding, which would reduce the cash available for our business. In addition, a decrease in the discount rate used to determine pension obligations could result in an increase in the valuation of our benefit plans obligations, which could affect the reported funding status of our benefit plans and future contributions, as well as the periodic pension cost in subsequent fiscal years. ERISA, along with certain provisions of the Code (as defined below), require minimum funding contributions to our U.S. defined benefit pension plan.

The Pension Benefit Guaranty Corporation (the “PBGC”) has the authority to petition a court to terminate an underfunded tax-qualified pension plan under limited circumstances. In the event our U.S. tax-qualified defined benefit pension plan is terminated by the PBGC, we could be liable to the PBGC for the entire amount of the underfunding, as calculated by the PBGC based on its own assumptions, which might result in a larger obligation than that based on the assumptions we have used to fund such plan.

The European defined benefit plans are also subject to local regulators such as the Irish Pensions Authority and UK’s Pension Regulator. Total Produce has three European defined benefit plans (two in Ireland and one in the Netherlands), two UK defined benefit plans and one in Canada. Each of these is subject to local funding requirements and the powers of local regulators such as the Irish Pensions Authority, the UK’s Pension Regulator and the Dutch Central Bank (De Nederlandse Bank) in the Netherlands. The UK’s Pension Regulator has the power in certain circumstances to impose a debt or contribution demand on an employer to the extent that a defined benefit scheme is underfunded. There is currently no legislation in Ireland or the Netherlands equivalent to that in the UK.

Indebtedness under our Credit Agreement bears interest based on the London Interbank Offered Rate (“LIBOR”), which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.

The ICE Benchmark Administration, the administrator of LIBOR, announced on March 5, 2021 that it intends to cease publication of LIBOR rates (i) with respect to U.S. dollar LIBOR with interest periods of 1 week and 2 months, after December 31, 2021 and (ii) with respect to U.S. dollar LIBOR with all other interest periods, after June 30, 2023, and as a result, methods of calculating LIBOR are evolving. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, we may need to renegotiate the terms of our Credit Agreement to replace LIBOR with the new standard that is established, if any, or to otherwise agree with the agent under such facilities on a new means of calculating interest. At this time we cannot reasonably estimate the expected impact on our business of the discontinuation of LIBOR.

We face other risks in connection with our international operations.

Our operations are heavily dependent upon products grown, purchased and sold internationally. In addition, our operations significantly contribute to the economies of many of the countries in which we operate, increasing our visibility and susceptibility to legal or regulatory changes. These activities are subject to risks that are inherent in operating in foreign countries, including the following:

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foreign countries could change laws and regulations, or impose currency restrictions and other restraints;

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the risk that the government may expropriate assets;

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the potential imposition or implementation of burdensome tariffs, quotas or customs clearance processes;

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political changes and economic crises may lead to changes in the business environment in which we operate;

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conflict within a country in which we operate or international conflict, including terrorist acts, could significantly impact our business, financial condition and results of operations;

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economic sanctions may be imposed on some countries, which could disrupt the markets for products we sell, even if we do not sell into the target country;

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the suspension of imports of one or more products we sell, which could disrupt the markets for those products in other countries;

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dependency on leases and other agreements;

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global competitive, economic, industry, market, political and regulatory conditions, including economic downturns, political instability and war or civil disturbances that may disrupt production and distribution logistics or limit sales in individual territories;

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trade wars between nations in which we do business; and

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the difficulty in adhering to various anti-corruption laws and regulations.

Additionally, as a company with international operations, we are subject to economic and trade sanctions laws and regulations in the jurisdictions in which we do business, including, as applicable, the United States, the United Kingdom, and the European Union, among others. These laws and regulations may have a broad jurisdictional reach. For instance, our non-U.S. affiliates may be required to comply with the sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), depending on the sanctions program involved or the nexus of the non-U.S. affiliate’s activities to the United States. Economic sanctions typically prohibit or impose restrictions on dealings that involve certain foreign jurisdictions, governments, individuals or entities. Moreover, the goods we sell may be subject to applicable export control laws and regulations, such as the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security. The EAR generally govern the export, reexport, and in-country transfer of items that are subject to the EAR, including U.S.-origin goods. Changes to applicable sanctions or export control laws and regulations could result in decreased use of our products, or hinder our ability to export or sell our products to existing or potential customers, which may adversely affect our operating results, financial condition or strategic objectives. If we fail to comply with these laws and regulations, we could be subject to substantial civil or criminal penalties.

Dole Food Company has previously engaged in the exportation of agricultural commodities to distributors located in Iran and in other countries for onward shipment to Iran in reliance on an OFAC general license that authorizes such activities. This general license required Dole Food Company to comply with certain conditions with respect to products sold, end-user limitations and payment terms. Although Dole Food Company believes it complied with the general license requirements, there can be no assurance that Dole Food Company would be deemed by OFAC to have been in compliance.

Non-compliance with the general license could lead to a finding of a violation, which may result in monetary penalties, reputational harm or other harm to our business. In January 2020, due to difficulties in receiving payment and importing the agricultural commodities into Iran following the reimposition of U.S. sanctions against Iran that had been lifted under the Joint Comprehensive Plan of Action, Dole Food Company ceased all direct exports of agricultural commodities to Iran and all exports to other countries for the purpose of onward distribution to Iranian consignees or end users.

Terrorism and the uncertainty of war may have an adverse effect on our operating results.

Terrorist attacks and other acts of violence or war in the United States, the EU or in other countries may affect the markets in which we operate and our operations and profitability. From time to time in the past, our operations or personnel have been the targets of terrorist or criminal attacks, and the risk of such attacks impacts our operations and results in increased security costs. Further terrorist attacks outside the United States against the United States or operators of businesses with significant presence or history in the United States may occur, or hostilities could develop based on the current international situation. The potential near-term and long-term effect these attacks may have on our business operations, our customers, the markets for our products, the U.S. economy and the economies of other places in which we source or sell our products is uncertain. The consequences of any terrorist attacks, or any armed conflicts, are unpredictable, and we may not be able to foresee events that could have an adverse effect on our markets or our business.

Our operations and products are highly regulated in the areas of food safety and protection of human health and the environment.

Our operations are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including laws and regulations governing the use and disposal of pesticides and other chemicals, all of which involve compliance costs. These regulations directly affect day-to-day operations and, to maintain compliance with all of the laws and regulations that apply to our operations, we have been and may be required in the future to modify our operations, purchase new equipment or make capital improvements. Changes to our processes and procedures could require us to incur unanticipated costs and/or materially impact our business. Violations of these laws and regulations can result in substantial fines, penalties or sanctions. In some circumstances, we may recall a product, voluntarily or otherwise, if we or the regulators believe it presents a potential risk. There can be no assurance that these modifications and improvements and any fines, penalties and recalls would not have an adverse effect on our business, financial condition and results of operations. In addition, we have been and in the future may become subject to lawsuits alleging that our operations and products caused personal injury or property damage.

As a producer and distributor of food products, we are subject to the laws and regulations in the jurisdictions where our facilities are located and where our products are distributed. In particular, we are subject to the Federal Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization Act (“FSMA”), which is enforced by the FDA. The FDA has the authority to regulate the growing, harvesting manufacture, including composition and ingredients, processing, labeling, packaging import, distribution and marketing and safety of food in the United States. The FSMA, enacted in January 2011, significantly enhances the FDA’s authority over various aspects of food regulation. For example, the FSMA granted the FDA mandatory recall authority when the FDA determines there is a reasonable probability that a food is adulterated or misbranded and that the use of, or exposure to, the food will cause serious adverse health consequences or death to humans or animals. The FDA has been active in implementing the requirements of the FSMA through issuance of regulations designed to result in a reduction of the risk of contamination in food manufacturing and in beginning compliance enforcement of those regulations, such as the Foreign Supplier Verification program, and the full impact of the FDA’s compliance protocols is not yet known, and we cannot assure you that it will not materially impact our business. Regulatory agencies in other jurisdictions

have similar authority to address the risk of contamination or adulteration, and to require that contaminated products be removed from the market.

Within the European Union, food safety policy is governed by the Farm to Fork Strategy which regulates food safety at all stages of the production and distribution process for all food products marketed within the EU, whether produced within the EU or imported from third countries. This body of legislation forms a complex and integrated system of rules covering the entire food chain, from animal feed and health, through plant protection and food production, to processing, storage, transport, import and export and retail sales. A framework regulation called the General Food Law Regulation (EC No. 178/2002) lays down the general principles and requirements of food law. European Member States are required to implement European food safety law at national level. National authorities and food agencies are responsible for enforcement and ensuring compliance within European Member States. National authorities may withdraw or recall food from the market if it is considered to be injurious to health or unfit for human consumption. Where food presents a serious risk to human health, animal health, or the environment, the European Commission can put in place protective measures and suspend the placing on the market or use of products originating from the EU or suspend imports of products originating from non-EU countries.

The European Green Deal sets out to make Europe the first climate-neutral continent by 2050. The EU’s Farm to Fork Strategy is an integral part of the Green Deal and aims to address the challenges of sustainable food systems. The shift to a sustainable food system could result in increased compliance costs associated with compliance with new laws and regulations.

The failure to comply with these laws and regulations in any jurisdiction, or to obtain required approvals, could result in fines, as well as a ban or temporary suspension on the production of our products or limit or bar their distribution, and affect our development of new products, and thus could materially adversely affect our business and operating results. In addition, the United States Department of Agriculture (the “USDA”) regulates the import and export of certain fruits and vegetables into and from the United States, and the USDA also imposes growing, manufacturing and certification requirements for certain products labeled with organic claims. Similarly, the EU maintains a system of control, certification and enforcement to guarantee that food which is marketed as organic complies with organic standards. Organic food imported into the EU is also subject to control procedures to guarantee that they have been produced and shipped in accordance with organic principles. Failure to obtain necessary permits or otherwise comply with USDA and European regulations and requirements could result in a ban or temporary suspension of the import or export of our products into or from the United States, or our ability to grow, manufacture or market our products as organic, and thus could materially adversely affect our business. The Canadian Food Inspection Agency, and other Canadian governmental departments, could enforce laws such as the Safe Food for Canadians Regulations in such a way as to cause significant disruption to our Canadian business, including for example requirements relating to import licenses, traceability, organic certification, and food testing requirements.

We are subject to transportation risks.

An extended interruption in our ability to ship our products could have an adverse effect on our business, financial condition and results of operations. Similarly, any extended disruption in the distribution of our products could have an adverse effect on our business, financial condition and results of operations. We rely on third-party shipping companies to move some of our products overseas, third-party stevedores to load and unload our products at our port locations, and third-party trucking companies to transport our products to and from our port locations, and these third parties are therefore a source of transportation risk. While we believe we are adequately insured and would attempt to transport our products by alternative means if we were to experience an interruption due to a strike, natural disaster or otherwise, we cannot be sure that we would be able to do so, or be successful in doing so, in a timely and cost-effective manner.

Some of the ingredients that we use in our products contain GMOs and we may in the future need to develop and market GMO products and products containing GMO ingredients based on adverse market conditions.

Some of the ingredients that we use in our products may contain GMOs in varying proportions. The use of GMOs in food has been met with varying degrees of acceptance in the territories in which we operate. Some of such territories, including the United States, have approved the use of GMOs in food products, and GMO and non-GMO products in such territories are produced together and frequently commingled. Regulations will or may be passed that require labeling of any food with GMO ingredients, such as a regulation that is planned to go into effect in 2022 in the United States. Such labeling requirements may impact the public perception of products containing such labels. Elsewhere, adverse publicity about genetically modified food has led to governmental regulation limiting sales of GMO products in some of the territories in which we operate, including the EU. It is possible that new restrictions on GMO products will be imposed in major territories for some of our products or that our customers will decide to purchase fewer GMO products or not buy GMO products at all, which could adversely affect our business, financial condition and results of operations.

In addition to the GMO ingredients that we currently deploy, we are researching gene-edited products and GMO products and may deploy and market these products in the future based on market demand and need. The success of such deployment will in large part depend on the market acceptance of these products in the areas that we operate. In the future, we may be forced to utilize gene-edited or GMO products in response to adverse market conditions, including disease, climate change or rising costs, if such products are the only viable alternatives. For example, as a result of TR4 spreading into new growing regions, we may need to deploy gene-edited or GMO bananas resistant to the disease to maintain a viable supply of bananas to our key markets. If adverse public opinion about gene-edited or GMO products predominates, we may be unable to sell such products in certain of our key markets, adversely affecting our business, financial condition and results of operations. For more information about TR4, see “—Risks Related to Our Business and Industry—Tropical Race 4 (“TR4”) may impose significant costs and losses on our business.”

Our future results of operations may be adversely affected by the availability of organic and non-GMO products and ingredients.

Our ability to ensure a continuing supply of organic and non-GMO products and ingredients at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow organic and non-GMO crops, climate conditions, changes in national and world economic conditions, currency fluctuations and forecasting adequate need of seasonal products and ingredients.

The organic and non-GMO ingredients that we use in the production of our products, including, among others, fruits, vegetables, nuts and grains, are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, frosts, earthquakes and pestilences. Natural disasters and adverse weather conditions, including the potential effects of climate change, can lower crop yields and reduce crop size and crop quality, which in turn could reduce our supplies of, or increase the prices of, organic or non-GMO ingredients. If our supplies of organic or non-GMO ingredients are reduced, we may not be able to find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial condition and results of operations.

An interruption at one or more of our manufacturing facilities could negatively affect our business, and our business continuity plan may prove inadequate.

We own or lease, manage and operate a number of manufacturing, processing, packaging, storage and office facilities. We could be rendered unable to accept and fulfill customer orders as a

result of disasters, pandemics, including COVID-19, business interruptions or other similar events. Some of our inventory and manufacturing facilities are located in areas that are susceptible to harsh weather, and the production of certain of our products is concentrated in a few geographic areas. In addition, we store chemicals used in our business, and our storage of these chemicals could lead to risk of leaks, explosions or other events. Although we have business continuity plans, we cannot provide assurance that our business continuity plan will address all of the issues we may encounter in the event of a disaster or other unanticipated issue. Our business interruption insurance may not adequately compensate us for losses that may occur from any of the foregoing. In the event that a natural disaster, or other catastrophic event, were to destroy any part of any of our facilities, or interrupt our operations for any extended period of time, or if harsh weather or epidemics prevent us from delivering products in a timely manner, our business, financial condition and results of operations could be materially and adversely affected. In addition, if we fail to maintain our labor force at one or more of our facilities, we could experience delays in production or delivery of our products, which could also have an adverse effect on our business, financial condition and results of operations.

If we lose the services of our key management, our business could suffer.

We depend to a significant extent on the continued service of our key executives, and our continued growth depends on our ability to identify, recruit and retain key management personnel. We are also dependent on our ability to continue to attract, retain and motivate our personnel. We do not typically carry key person life insurance on our executive officers. If we lose the services of our key management or fail to identify, recruit and retain key personnel, our business, financial condition or results of operations may be materially and adversely impacted.

Climate change laws could have an impact on our financial condition and results of operations.

Legislative and regulatory authorities in the United States, the EU, Canada and other jurisdictions internationally will likely continue to consider numerous measures related to climate change and greenhouse gas emissions. In order to produce, manufacture and distribute our products, we and our suppliers, use fuels, electricity and various other inputs that result in the release of greenhouse gas emissions. Concerns about the environmental impacts of greenhouse gas emissions and global climate change may result in environmental taxes, charges, regulatory schemes or assessments or penalties, which could restrict or negatively impact our operations, as well as those of our suppliers, who would likely pass all or a portion of their costs along to us. We may not be able to pass any resulting cost increases along to our customers. Any enactment of laws or passage of regulations regarding greenhouse gas emissions or other climate change laws by the United States, the EU, Canada or any other international jurisdiction where we conduct business, could materially and adversely affect our business, financial condition and results of operations.

We are dependent on our relationships with key suppliers to obtain a number of our products.

We depend on key suppliers to obtain a number of our products with our top ten suppliers accounting for 18% of our total supplies in fiscal year 2020. Termination of our relationship with our key suppliers could adversely affect our business, financial condition and results of operations. Additionally, we may enter into seasonal purchase agreements committing us to purchase fixed quantities of produce at fixed prices. We may suffer losses arising from the inability to sell these committed quantities and/ or achieve the committed price. We also provide grower loans to suppliers with various levels of security and we may suffer losses if these loans are not repaid. Any of these factors could materially and adversely affect our business, financial condition and results of operations.

Technological innovation by our competitors could make our food products less competitive.

Our competitors include other fresh fruit and vegetable producers and major food ingredient and consumer-packaged food companies that also engage in the development and sale of food and food

ingredients. Many of these companies are engaged in the development of new plant varieties, food ingredients and other food products and frequently introduce new products into the market. Existing products or products under development by our competitors could prove to be more effective, more resistant to disease or less costly than our products, which could have an adverse effect on the competitiveness of our products and adversely affect our business, financial condition and results of operations.

We rely on protection of our intellectual property and proprietary rights.

Our success depends in part on our ability to protect our intellectual property rights. We rely primarily on patent, copyright, trademark and trade secret laws to protect our proprietary technologies. Our policy is to protect our technology by, among other things, filing patent applications for technology relating to the development of our business in the United States, the EU and in selected foreign jurisdictions. Our trademarks and brand names are registered in jurisdictions throughout the world. We intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs. We also rely on trade secrets and proprietary know-how and confidentiality agreements to protect certain of the technologies and processes that we use. The failure of any patents, trademarks, trade secrets or other intellectual property rights to provide protection to our technologies would make it easier for our competitors to offer similar products, which could adversely affect our business, financial conditions and results of operations.

Our operations are influenced by agricultural policies.

We are affected by governmental agricultural policies such as price supports and acreage set aside programs, and these types of policies may affect our business. The production levels, markets and prices of the grains and other raw products that we use in our business are materially affected by government programs that include acreage control and price support programs, including policies of the U.S. Department of Agriculture, the EU’s Common Agricultural Policy and similar programs in other jurisdictions. Changes in these and other comparable programs could have an adverse effect on our business, financial condition and results of our operations.

Litigation and regulatory enforcement concerning marketing and labeling of food products could adversely affect our business and reputation.

The marketing and labeling of any food product in recent years has brought increased risk that consumers will bring class action lawsuits, and that the Federal Trade Commission, or FTC, and/or state attorneys general will bring legal action concerning the truth and accuracy of the marketing and labeling of the product. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices and breach of state consumer protection statutes, such as Proposition 65 in California. FTC and/or state attorneys general may bring legal action that seeks removal of a product from the marketplace and impose fines and penalties. Even when not merited, class claims, action by the FTC or state attorneys general enforcement actions can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition or results of operations. The labeling of our products, and their distribution and marketing, is also subject to regulation by governmental authorities in each jurisdiction where our products are marketed, such as, in the EU, under Council Regulation (EC) No 834/2007 on organic production and labelling of organic products and under Directive (EU) 2019/2161 on consumer protection rules, Regulation (EU) No 1169/2011 on the provision of food information to consumers and Regulation (EC) No 1924/2006 on nutrition and health claims made on foods. For example, the USDA requires compliance with certain growing production and certification requirements as a condition to labeling foods with the word “organic” or with the USDA organic seal. A failure to comply with such

labeling requirements could result in enforcement proceedings in the relevant jurisdiction that could materially affect our marketing and distribution.

We are the subject of a number of legal proceedings, investigations and inquiries that could have an adverse effect on our reputation, business, financial condition and results of operations, and could result in additional claims.

We have been or are currently the subject of a number of legal proceedings and civil and criminal investigations and inquiries by governmental agencies, including matters related to DBCP use in the past, product safety and health, product recalls, environmental property damage (such as proceedings related to a housing development in the City of Carson, California) and tax disputes. See Note 17 “Commitments and Contingencies” to the consolidated financial statements of DFC Holdings for additional information regarding matters related to DBCP use and proceedings related to a housing development in the City of Carson, California. See also “Risk Factors—Risks Related to Our Business and Industry—We face risks related to our former use of the pesticide DBCP.” We are unable to predict how long such proceedings, investigations and inquiries will continue or the full scope of such investigations, but we anticipate that we will continue to incur significant costs in connection with these matters and that these proceedings, investigations and inquiries will result in a substantial distraction of management’s time, regardless of the outcome. These proceedings, investigations and inquiries may result in damages, fines, penalties, consent orders or other administrative action against us and/or certain of our officers, or in changes to our business practices, and any such fines or penalties could be greater than we currently anticipate. Furthermore, publicity surrounding these proceedings, investigations and inquiries or any enforcement action as a result thereof, even if ultimately resolved favorably for us could result in additional investigations and legal proceedings. As a result, these proceedings, investigations and inquiries could have an adverse effect on our reputation, business, financial condition and results of operations.

Tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes could impact our results of operations and financial condition.

We are subject to taxes in Ireland, the United States and numerous other jurisdictions where the Company’s subsidiaries are organized. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rate could be affected by changes in our mix of earnings in countries with differing statutory tax rates, changes in valuation of our deferred tax assets and liabilities, or changes in tax laws or their interpretation, including possible U.S. tax reform and contemplated changes in other countries of long-standing tax principles. These and other similar changes, if finalized and adopted, could have a material impact on our income tax expense and deferred tax balances.

We are also subject to regular reviews, examinations and audits by the Internal Revenue Service and other taxing authorities with respect to taxes inside and outside of the United States. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties. There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have a material impact on our results of business, financial condition and results of operations.

We also need to comply with new, evolving or revised tax laws and regulations. The enactment of or increases in tariffs, including value added tax, or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, may have an adverse effect on our business or on our results of operations.

The exit by the United Kingdom from the EU could adversely affect us.

The United Kingdom formally exited the EU (“Brexit”) on December 31, 2020, however the future terms of the United Kingdom’s relationship with the EU remain uncertain. Such uncertainty was

diminished on December 24, 2020, as the United Kingdom and the EU reached agreement in principle on the terms of the EU-U.K. Trade and Cooperation Agreement (the “EU-U.K. Agreement”), which became provisionally applicable on January 1, 2021 and covers economic and security co-operation between the two, has a single overarching governance framework, and covers a wide range of topics, including trade in goods and in services. The scope of the EU-U.K. Agreement is narrower than the pre-Brexit trade framework, and the effects of Brexit will depend in part on any further agreements the United Kingdom makes to retain access to the EU or to compensate elsewhere with agreements with other global markets. Accordingly, Brexit could adversely affect United Kingdom and European market conditions, could contribute to instability in some global financial and foreign exchange markets, including continued volatility in the value of the GBP, require the United Kingdom to establish or renegotiate trade relationships with other countries or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, legal, regulatory or otherwise) beyond the date of December 31, 2020.

Given the perishable nature of food products and the inevitable delays incurred as a result of Brexit in transporting food around the EU and into and out of the U.K., food and agricultural products may have a reduced shelf life which could adversely affect our business.

The long-term effects of Brexit are still uncertain, including the permanent policy framework to be put in place following the EU-U.K. Agreement. Any change in economic, trade or tariff policy could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

We are subject to the FCPA and other anti-corruption laws or trade control laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition and results of operations.

We are subject to anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”), Irish anti-corruption laws including the Criminal Justice (Corruption Offences) Act 2018, Proceeds of Crime Acts 1996 – 2016, the Criminal Justice (Theft and Fraud Offences) Act 2001 and other anti-corruption laws that apply in countries where we do business. The FCPA, UK Bribery Act and these other laws generally prohibit us and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We operate in a number of jurisdictions, some of which may pose a high risk of potential FCPA violations, and we participate in joint ventures and relationships with third parties whose actions could potentially subject us to liability under the FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are subject to anti-trust laws such as EU competition law. Failure to comply with such regulations could adversely impact our reputation, business and results of operations. It could also result in material fines for the Company.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, currency exchange regulations and transfer pricing regulations, or collectively, “Trade Control laws.”

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anticorruption laws, including the FCPA or other legal requirements, including Trade Control

laws. If we are not in compliance with the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA other anti-corruption laws or Trade Control laws by United States or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations.

Risks Related to the Transaction

Optimizing our operations may be more difficult, costly or time-consuming than expected and the anticipated benefits and cost savings of the Transaction may not be realized.

Historically, Total Produce and Dole Food Company operated independently. Immediately prior to the completion of this offering, we expect to complete the Transaction and will begin the process of integrating these companies into Dole plc.

The future success of the Transaction, including the anticipated benefits and cost savings, depends, in part, on our ability to optimize our operations. The optimization of our operations following the completion of the Transaction will be a complex, costly and time-consuming process and if we experience difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period. In addition, there is no guarantee that once such process has been completed we will operate in a manner that is more efficient, organized, effective and competitive as a whole than Dole Food Company and Total Produce operated as separate companies prior to the Transaction that we will be successful or realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Transaction.

Specifically, the following issues, among others, must be addressed in combining Total Produce’s and Dole Food Company’s operations:

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combining the companies’ corporate functions;

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managing geographically separated organizations, systems and facilities;

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complying with additional regulatory and other legal, accounting and financial requirements;

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addressing financial and other impacts to our business resulting from fluctuations in currency exchange rates and unit economics across multiple jurisdictions;

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enforcing intellectual property rights internationally;

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general economic and political conditions;

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integrating Total Produce’s and Dole Food Company’s accounting and finance processes, including different fiscal year end dates and methods of accounting;

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combining Total Produce’s and Dole Food Company’s businesses in a manner that positions us to achieve the operational synergies anticipated to result from the Transaction, the failure of which would result in the anticipated benefits of the Transaction not being realized in the time frame currently anticipated or at all;

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maintaining existing agreements with customers, distributors, suppliers and growers and avoiding delays in entering into new agreements with prospective customers, distributors, suppliers and growers;

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determining whether and how to address possible differences in corporate cultures and management philosophies;

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integrating the companies’ administrative and information technology infrastructure;

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developing products and technology that allow value to be unlocked in the future;

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evaluating and forecasting the financial impact of the Transaction, including accounting charges; and

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effecting potential actions that may be required in connection with obtaining regulatory approvals.

In addition, at times the attention of certain members of our management and resources may be focused on integration of the businesses of Total Produce and Dole Food Company and diverted from day-to-day business operations, which may disrupt our ongoing business and the business of the combined company.

We are also incurring costs related to the optimization of our operations, including facilities and systems consolidation costs and employment-related costs, such as maintaining employee morale and retaining key employees. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the optimization of our operations.

The operational synergies attributable to the Transaction may vary from expectations.

Although we do not anticipate fully integrating the divisions of Total Produce and Dole Food Company and, as a result, do not expect material organizational synergies between our businesses, we do anticipate achieving material operational synergies as we combine the companies, such as supply chain and production related synergies. We may, however, fail to realize the anticipated benefits and expected operational synergies from the Transaction, which could adversely affect our business, financial condition or results of operations. The success of the Transaction will depend, in significant part, on our ability to successfully manage the business of Total Produce and Dole Food Company, grow the revenue of the combined company and realize the anticipated strategic benefits and expected operational synergies from the Transaction. The integration process, to the extent the two businesses are to be integrated, could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the Transaction and could harm our financial performance.

We believe that the combination of Total Produce and Dole Food Company will benefit from the advantages of supply chain and production synergies. However, the anticipated benefits of the Transaction may not be realized fully or at all or may take longer to realize than expected. Actual operating, production, supply chain, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Transaction within the anticipated timing or at all, our business, financial condition, results of operations and prospects may be materially adversely affected.

We have incurred significant transaction costs and may incur integration costs in connection with the Transaction.

We have incurred, and expect to continue to incur, significant costs in connection with the Transaction. The substantial majority of these costs will be non-recurring expenses and are reflected in the unaudited pro forma condensed combined financial information included in this prospectus. We

may incur additional costs as a result of any integration of the Total Produce and Dole Food Company businesses, and we may not achieve synergies and other benefits sufficient to offset the incremental costs of the Transaction.

The unaudited pro forma consolidated financial statements contained in this prospectus are presented for illustrative purposes only; may not be an accurate indication of what results of operations would have been had the Transaction been completed on the dates assumed; are based on various adjustments, assumptions and preliminary estimates; and may not be an indication of our financial condition or results of operations for several reasons. Our actual financial condition and results of operations following the completion of the integration of the businesses may not be consistent with, or evident from, these unaudited pro forma consolidated financial statements. In addition, the assumptions used in preparing the unaudited pro forma consolidated financial statements may not be realized, and other factors may affect our financial condition or results of operations. The pro forma financial information has been derived from the audited historical financial statements of Total Produce and Dole Food Company, and certain adjustments and assumptions have been made regarding Total Produce and Dole Food Company on a pro forma basis. The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

Any potential decline in our financial condition or results of operations may cause significant variations in the unaudited pro forma consolidated financial statements and the price of our ordinary shares.

Risks Related to this Offering and Our Ordinary Shares

An active trading market for our ordinary shares may never develop or be sustained.

Prior to this offering, there has been no public market for the combined company’s ordinary shares, though Total Produce’s securities were publicly traded on the Euronext Growth Dublin and AIM London Stock Exchange. Although we intend to apply to have our ordinary shares approved for listing on the NYSE, an active trading market for our ordinary shares may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our ordinary shares does not develop or is not maintained, the liquidity of our ordinary shares, your ability to sell your ordinary shares when desired and the prices that you may obtain for your ordinary shares will be adversely affected. An inactive trading market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

The market price and trading volume of our ordinary shares may be volatile, which could result in rapid and substantial losses for our shareholders.

Even if an active trading market develops, the market price of our ordinary shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our ordinary shares may fluctuate and cause significant price variations to occur. The initial public offering price of our ordinary shares will be determined by negotiation between us and the representative of the underwriters based on a number of factors and may not be indicative of prices that will prevail in the open market following the completion of this offering. If the market price of our ordinary shares declines

significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our ordinary shares may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our ordinary shares include:

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variations in our quarterly operating results or our operating results failing to meet the expectations of securities analysts or investors in a particular period;

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changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts;

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the contents of published research reports about us or our industry or the failure of securities analysts to cover our ordinary shares after this offering;

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additions to, or departures of, key management personnel;

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any increased indebtedness we may incur in the future;

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actions by institutional shareholders;

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litigation and governmental investigations;

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operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets;

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speculation or reports by the press or investment community with respect to us or our industry in general;

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increases in market interest rates that may lead purchasers of our shares to demand a higher yield;

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announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments;

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volatility or economic downturns in the markets in which we, our distributors and our customers are located caused by pandemics, including the COVID-19 pandemic, and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics; and

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general market, political and economic conditions, including any such conditions and local conditions in the markets in which any of our customers are located.

These broad market and industry factors may decrease the market price of our ordinary shares, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Future offerings of debt or equity securities by us may materially adversely affect the market price of our ordinary shares.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional ordinary shares or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity or shares of preferred shares. We may also seek to expand operations in the future to other markets which we would expect to finance through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional ordinary shares or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing shareholders or reduce the market price of our ordinary shares or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our ordinary shares. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our ordinary shares. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings.

Holders of our ordinary shares bear the risk that our future offerings may reduce the market price of our ordinary shares and/or dilute their shareholdings in us.

The market price of our ordinary shares could be negatively affected by sales of substantial amounts of our ordinary shares in the public markets by the TP Holders and the C&C Parties.

After this offering, there will be ordinary shares outstanding (or ordinary shares outstanding if the underwriters exercise their option to purchase additional ordinary shares in full). Of our issued and outstanding shares, the ordinary shares sold in this offering (or ordinary shares if the underwriters exercise the option to purchase additional ordinary shares in full) and all of the ordinary shares held by the TP Holders will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 (“Rule 144”) under the Securities Act.

Upon the completion of this offering the TP Holders and the C&C Parties, respectively, will beneficially own approximately % and % of our ordinary shares, respectively (or approximately % and %, of our ordinary shares, if the underwriters exercise their option to purchase additional ordinary shares in full), which can be resold into the public markets in the future in accordance with the requirements of Rule 144. Pursuant to the Registration Rights Agreement (as defined below), the C&C Parties will be entitled to certain registration rights with respect to the resale of their ordinary shares. The sale by the C&C Parties of a large number of shares after this offering, or a perception that such sales could occur, could significantly reduce the market price of our ordinary shares. We may also find it more difficult to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate as a result of such sales or perception that such sales could occur. See “Shares Eligible For Future Sale” and “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

We and our executive officers and directors (and certain connected parties thereof) and the C&C Parties will agree with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, or in any manner transfer all or a portion of the economic consequences associated with the ownership of ordinary shares, or cause a registration statement covering any ordinary shares to be filed, without the prior written consent of Goldman Sachs & Co. LLC. See “Underwriting.”

The market price of our ordinary shares may decline when the restrictions on resale by the C&C Parties lapse. A decline in the price of our ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other equity securities.

See “Description of Share Capital,” and “Shares Eligible For Future Sale.”

The future issuance of additional ordinary shares in connection with our incentive plans or otherwise will dilute all other shareholdings.

After this offering, assuming the underwriters exercise their option to purchase additional ordinary shares in full, we will have an aggregate of ordinary shares authorized but unissued and not reserved for issuance under our incentive plans. We may issue all of these ordinary shares without any action or approval by our shareholders, subject to certain exceptions. In addition, we will have ordinary shares reserved for issuance under our incentive plans subject to the limits in these plans. Any ordinary shares issued in connection with our incentive plans, the exercise of outstanding share options or otherwise would dilute the percentage ownership held by the investors who purchase ordinary shares in this offering.

Investors in this offering will suffer immediate dilution.

The initial public offering price of our ordinary shares will be higher than the as adjusted net tangible book value per share issued and outstanding immediately after this offering. Therefore, if you purchase ordinary shares in this offering, you will experience immediate dilution of $ in the net tangible book value per share, based upon the initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus).

If securities or industry analysts do not publish research or reports about our business or publish negative reports, our share price could decline.

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one of more of these analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our ordinary shares or if our reporting results do not meet their expectations, our share price could decline.

United States investors may have difficulty enforcing judgments against us, our directors and executive officers.

We are incorporated under the laws of Ireland, and our registered offices and a substantial portion of our assets are located outside of the United States. As a result, it may not be possible to effect service of process on such persons or us in the United States or to enforce judgments obtained in courts in the United States against such persons or us based on civil liability provisions of the securities laws of the United States.

There is no treaty between Ireland and the United States providing for the reciprocal enforcement of judgments obtained in the other jurisdiction and Irish common law rules govern the process by which a U.S. judgment may be enforced in Ireland. The following requirements must be met as a precondition before a U.S. judgment will be eligible for enforcement in Ireland:

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the judgment must be for a definite sum;

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the judgment must be final and conclusive, and the decree must be final and enforceable in the court which pronounces it;

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the judgment must be provided by a court of competent jurisdiction, and the procedural rules of the court giving the foreign judgment must have been observed;

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the U.S. court must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules; and

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jurisdiction must be obtained by the Irish courts over judgment debtors in enforcement proceedings by service in Ireland or outside Ireland in accordance with the applicable court rules in Ireland.

Even if the above requirements have been met, an Irish court may exercise its right to refuse to enforce the U.S. judgment if the Irish court is satisfied that the judgment (1) was obtained by fraud; (2) is in contravention of Irish public policy; (3) is in breach of natural or constitutional justice; or (4) is irreconcilable with an earlier judgment. By way of example, a judgment of a U.S. court of liabilities predicated upon U.S. federal securities laws may not be enforced by Irish courts on the grounds of public policy if that U.S. judgment includes an award of punitive damages. Further, an Irish court may stay proceedings if concurrent proceedings are being brought elsewhere.

Our Articles of Association contain exclusive forum provisions for certain claims, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Articles of Association provide that unless we consent in writing to the selection of another forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our decision to adopt the Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our shareholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our Articles of Association confirm that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Exchange Act. Accordingly, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. Additionally, our shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. These provisions may limit our shareholders’ ability to bring a claim in a judicial forum they find favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees and agents. Alternatively, if a court were to find the choice of forum provision contained in our Articles of Association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which may have an adverse effect on our business, financial condition and results of operations.

Certain provisions of Irish law and our Articles of Association could hinder, delay or prevent a change in control of us, which could adversely affect the price of our ordinary shares.

Certain provisions of Irish law and our Articles of Association contain provisions that could make it more difficult for a third-party to acquire us without the consent of our board of directors.

Our Articles of Association include provisions permitting our board of directors to issue preferred shares from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred shares, all without approval of our shareholders and allowing our board of directors to adopt a shareholder rights plan upon such terms and conditions as it deems expedient in the interests of the Company.

As an Irish public limited company, we are subject to provisions of Irish law, which may prevent or impede any attempt to acquire us including provisions relating to mandatory bids, voluntary bids, requirements to make a cash offer and minimum price requirements, as well as substantial acquisition rules and rules requiring the disclosure of interests in our shares in certain circumstances.

Our Articles of Association include provisions classifying our board of directors into three classes of directors with staggered three-year terms. A retiring director is eligible for reappointment at the annual general meeting at which he or she retires. Our Articles of Association also permit the board of directors to fill any vacancies. These factors could have the effect of making the replacement of incumbent directors more time consuming and difficult.

These provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management or our board of directors. Public shareholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to shareholders. These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our ordinary shares and your ability to realize any potential change of control premium. See “Description of Share Capital—Anti-Takeover Provisions” and “Certain Relationships and Related Party Transactions.”

We will incur increased costs as a result of operating as a U.S. public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices. We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act, which could result in sanctions or other penalties that would harm our business.

As a public company that qualifies as a foreign private issuer, we will incur significant legal, accounting, and other expenses that we did not incur prior to this offering, including costs resulting from public company reporting obligations under the Securities Act, the Exchange Act, and regulations regarding corporate governance practices. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, the listing requirements of the NYSE, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. We expect that we will need to hire additional accounting, finance, and other personnel in connection with our becoming listed on the NYSE and our efforts to comply with the requirements of being a public company, and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms. We are currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due

to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all.

Pursuant to Sarbanes-Oxley Act Section 404, we will be required to furnish a report by our management on our internal control over financial reporting beginning with our second filing of an Annual Report on Form 20-F with the SEC after we become a public company. In order to maintain effective internal controls, we will need additional financial personnel, systems and resources. To achieve compliance with Sarbanes-Oxley Act Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. To date, we have not conducted a review of our internal controls for the purpose of providing the reports required by these rules. During the course of our review and testing, we have in the past and may in the future, identify deficiencies and be unable to remediate them before we must provide the required reports.

Furthermore, if we identity material weakness in our internal control over financial reporting in the future, we may not detect errors on a timely basis and our financial statements may be materially misstated. We or our independent registered public accounting firm may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to lose confidence in our reported financial information and cause the trading price of our shares to fall. In addition, as a public company we will be required to file accurate and timely quarterly and annual reports with the SEC under the Exchange Act. Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from the NYSE or other adverse consequences that would materially harm our business and reputation.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected and corrected on a timely basis. We have identified a material weakness in our internal control over financial reporting and we may identify additional material weaknesses in the future.

Historically, as a public company operating in Ireland, we were not required to comply with the internal control requirements of the Sarbanes-Oxley Act. As a U.S. public company, our management will be required to report on the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 20-F for the year ended December 31, 2022. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

In the course of preparing for this offering, we and our independent registered public accounting firm identified a deficiency in our internal control over financial reporting for the years ended December 31, 2020, 2019 and 2018 that we concluded represented a material weakness. The material weakness identified related to our internal controls over the manual review of journal entry postings not being designed to an appropriate level of precision and insufficient segregation of duties over the review process. While no misstatement was identified, this material weakness could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected and corrected on a timely basis.

We have initiated the process of remediating the identified material weakness and are taking steps that we believe will address the underlying cause of the identified material weakness. We have engaged financial advisors to assist us in the process. We plan to take various measures to remediate the deficiency, including and not limited to hiring additional finance and accounting personnel with appropriate Sarbanes-Oxley training, and further developing and documenting our accounting policies and financial reporting procedures. These actions that we are taking are subject to ongoing management review, as well as audit committee oversight. Neither we nor our independent registered public accounting firm have performed an assessment or audit, respectively, of our internal control over financial reporting during any period in accordance with the provisions of the Sarbanes-Oxley Act.

We expect to be a “foreign private issuer” and are permitted to follow certain home country corporate governance practices. As a foreign private issuer, we may have different disclosure and other requirements than U.S. domestic registrants. While we intend to adopt the NYSE corporate governance requirements you may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we may rely on exemptions from certain U.S. rules which permit us to follow Irish legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

We follow Irish laws and regulations that are applicable to Irish companies. However, Irish laws and regulations applicable to Irish companies do not contain provisions directly comparable to the U.S. proxy rules and the U.S. rules relating to the filing of reports on Form 10-Q or 8-K. Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Irish law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. In addition, as a “foreign private issuer” whose securities will be listed on the NYSE, the Company is permitted to follow certain home country corporate governance practices in lieu of certain requirements of the NYSE. A “foreign private issuer” must disclose in its annual

reports filed with the SEC each requirement of the NYSE with which it does not comply, followed by a description of its applicable home country practice. The Company currently intends to follow the corporate governance requirements of the NYSE rather than home country practice. However, the Company cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore, in the future, rely on available exemptions that would allow the Company to follow its home country practice. Unlike the requirements of the NYSE, there are currently no mandatory corporate governance requirements in Ireland that would require the Company to: (i) have a majority of the board of directors be independent; (ii) establish a nominating/governance committee; or (iii) hold regular executive sessions where only independent directors may be present. As a result of the above, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

Further, loss of our foreign private issuer status could result in significant additional cost and expense. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made on June 30, 2022. In order to maintain our current status as a foreign private issuer, either a majority of our outstanding voting securities must be directly or indirectly held of record by non-residents of the United States, or, if a majority of our outstanding voting securities are directly or indirectly held of record by residents of the United States, a majority of our executive officers or directors may not be United States citizens or residents, more than 50% of our assets cannot be located in the United States and our business must be administered principally outside the United States. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of NYSE, as described above. Further, as a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we would otherwise not incur as a foreign private issuer.

We intend to pay regular dividends on our ordinary shares, but our ability to do so may be limited.

Following the completion of this offering and subject to legally available funds, we intend to pay quarterly cash dividends on our ordinary shares, subject to the discretion of our board of directors and our compliance with applicable law, including the Irish Companies Act, and depending on our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant. Because we are a holding company and have no direct operations, we expect to pay dividends, if any, only from funds we receive from our subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. Our ability to pay dividends may also be restricted by the terms of our existing debt agreements, including the Credit Agreement, or any future debt or preferred equity securities. See “Dividend Policy.”

Our dividend policy entails certain risks and limitations, particularly with respect to our liquidity. By paying cash dividends rather than investing that cash in our business or repaying debt, we risk, among other things, slowing the pace of our growth and having insufficient cash to fund our operations or unanticipated capital expenditures or limiting our ability to incur additional borrowings.

Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our policy, or at all, if, among other things, we do not have the cash necessary to pay our intended dividends. The declaration and payment of dividends will be determined at the discretion of our board of directors, acting in compliance with applicable law and contractual restrictions.

A transfer of our ordinary shares, other than by means of the transfer of book-entry interests in the Depository Trust Company (“DTC”), may be subject to Irish stamp duty.

Transfers of our ordinary shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty. However, if you hold your ordinary shares directly rather than beneficially through DTC, any transfer of your ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). In such circumstances, while the payment of Irish stamp duty is primarily a legal obligation of the transferee, when shares are purchased on the NYSE, the purchaser will require the stamp duty to be borne by the transferor. The potential for stamp duty could adversely affect the price of your ordinary shares which are held directly outside of DTC rather than beneficially through DTC.

In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax.

In certain limited circumstances, Irish dividend withholding tax (currently at a rate of 25%) may arise in respect of any dividends paid on our ordinary shares. A number of exemptions from Irish dividend withholding tax exist such that shareholders resident in the United States and shareholders resident in certain countries may be entitled to exemptions from Irish dividend withholding tax.

Shareholders resident in the United States that hold their ordinary shares through DTC will not be subject to Irish dividend withholding tax provided the addresses of the beneficial owners of such ordinary shares in the records of the brokers holding such ordinary shares are recorded as being in the United States (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by us). U.S. resident shareholders in the Company that hold their ordinary shares outside of DTC and shareholders resident in certain other countries (irrespective of whether they hold their ordinary shares through DTC or outside DTC) will not be subject to Irish dividend withholding tax provided the beneficial owners of such ordinary shares have furnished completed and valid dividend withholding tax forms or an IRS Form 6166, as appropriate, to our transfer agent or their brokers (and such brokers have further transmitted the relevant information to our transfer agent). However, other shareholders may be subject to Irish dividend withholding tax, which could adversely affect the price of your ordinary shares.

Dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from us will not be subject to Irish income tax in respect of those dividends, unless they have some connection with Ireland other than their shareholding in us (for example, they are resident in Ireland). Shareholders who are not resident nor ordinarily resident in Ireland but who are not entitled to an exemption from Irish dividend withholding tax will generally have no further liability to Irish income tax on those dividends which suffer Irish dividend withholding tax.

Ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (“CAT”) could apply to a gift or inheritance of our ordinary shares, irrespective of the place of residence, ordinary residence or domicile of the parties. This is because our

ordinary shares are regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents. Certain other tax-free thresholds may also apply.

There can be no assurance that we will not be a passive foreign investment company for United States federal income tax purposes for any taxable year, which could subject United States investors in our ordinary shares to significant adverse United States income tax consequences.

A non-U.S. corporation, such as our company, will be classified as a passive foreign investment company (“PFIC”) for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income, or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income. Based on the current and anticipated value of our assets and composition of our income and assets (taking into account the expected cash proceeds from, and our anticipated market capitalization following, this offering), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future.

However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive determination made annually that depends, in part, upon the composition and classification of our income and assets.

If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in “United States Federal Income Tax Considerations”) holds our ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.”

DESCRIPTION OF THE TRANSACTION

The following is a summary of the Transaction and certain material terms of the Transaction Agreement (as defined below) and is qualified in its entirety by reference to the complete text of the Transaction Agreement, a copy of which is attached as Exhibit 10.3 and Exhibit 10.4 to the registration statement of which this prospectus forms a part. The following description does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement. This summary is not intended to provide you with any other factual information about Total Produce or Dole Food Company. We urge you to read carefully this entire prospectus, including the documents included and incorporated herein by reference. You should also review the section entitled “Where You Can Find Additional Information” in this of this prospectus.

Overview of the Transaction

Background

On July 31, 2018, TP USA, a wholly owned subsidiary of Total Produce, acquired 45% of the membership interests in DFC Holdings, the parent company of Dole Food Company (the “2018 Transaction”). Pursuant to the terms of the 2018 Transaction, TP USA has the right, but not the obligation, (i) to acquire, at any time and from time to time, up to an additional 6% of the membership interests in DFC Holdings (in one or more tranches of 1%) (the “Second Tranche”) and (ii) from and after July 31, 2020, to acquire the balance of the membership interests in DFC Holdings (the “Third Tranche”), in each case, on pricing and other terms agreed in the 2018 Transaction. If TP USA has not exercised its right to acquire the Third Tranche by July 31, 2023, TMG has the right to cause a process to market and sell DFC Holdings or all or substantially all of its assets on pricing and other terms agreed in the 2018 Transaction.

Transaction Agreement

On February 16, 2021, we entered into the Transaction Agreement (as amended on April 23, 2021 and from time to time thereafter) with the other Total Produce Parties, DFC Holdings and the C&C Parties, pursuant to which Total Produce has agreed to combine with DFC Holdings under the Company and, upon the terms and subject to the conditions set forth in the Transaction Agreement, complete this offering as soon as possible thereafter. Upon completion of the Transaction and this offering, the combined company will trade on the NYSE under “DOLE” and the existing Total Produce listings on the Euronext Growth Dublin and the AIM London Stock Exchange will be discontinued.

Upon the terms and subject to the conditions set forth in the Transaction Agreement, as described more fully below, the Transaction will be effected in a series of steps including the following:

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pursuant to the Share Exchange, we will acquire 100% of the issued share capital of Total Produce in exchange for issuing our ordinary shares to Total Produce shareholders. We will be able to consummate the Share Exchange pursuant to a court-sanctioned scheme of arrangement under Chapter 1, Part 9 of the Irish Companies Act (the “Scheme”) which became binding on the shareholders of Total Produce on July , 2021;

•

immediately following the completion of the Share Exchange, Merger Sub will merge with and into DFC Holdings (the “Merger”), with DFC Holdings surviving the Merger, and the C&C Parties will acquire our ordinary shares; and

•

immediately following the completion of the Share Exchange and the Merger, we will sell our ordinary shares in this offering.

Immediately following the completion of the Transaction and prior to this offering, shareholders of Total Produce and the C&C Parties will own 82.5% and 17.5%, respectively, of our ordinary shares on a fully diluted basis.

As used in this prospectus, (i) “Completion” means completion of the Share Exchange, effectiveness of the Merger and completion of this offering and (ii) “Transaction” means, collectively, the Share Exchange, the Merger and the other transactions described below in the sections entitled “—Merger and Related Transactions—Pre-Closing Unit Sales” and “—Merger and Related Transactions—Contribution” (excluding, for purposes of clarity and the avoidance of doubt, this offering).

In the event Completion does not occur for any reason, the terms of the 2018 Transaction will remain in effect, including the right of TP USA to exercise its options to acquire the Second Tranche and the Third Tranche.

Share Exchange and Scheme

We will acquire 100% of the issued share capital of Total Produce by implementing the Share Exchange. Pursuant to the Share Exchange, we will issue one (1) of our ordinary shares to each Total Produce shareholder as of the record date specified by the board of directors of Total Produce for every seven (7) Total Produce shares that are transferred to us, such that the Total Produce shareholders will collectively own 82.5% of our ordinary shares on a fully diluted basis as of immediately following the Share Exchange and the Merger and prior to this offering. Accordingly, upon completion of the Share Exchange, Total Produce will become our direct, wholly owned subsidiary.

The Scheme was approved by Total Produce shareholders at the meeting convened by order of the Irish High Court to consider and, if thought fit, approve the Scheme (the “Scheme Meeting”) held on , 2021. Certain shareholder resolutions required to facilitate the implementation of the Scheme were approved by Total Produce shareholders at the extraordinary general meeting of Total Produce shareholders held immediately after the Scheme Meeting. The purpose of the Scheme and the resolutions adopted at the extraordinary general meeting was to put in place arrangements that are now legally binding on all Total Produce shareholders and which now make it possible for us to implement the Share Exchange in the manner described in this prospectus. The High Court of Ireland issued an order sanctioning the Scheme at the court hearing held on , 2021. The Scheme became binding on all Total Produce shareholders when the order of the Irish High Court was filed and registered with the Registrar of Companies in Dublin on , 2021. The Share Exchange can therefore be implemented because of the arrangements which were incorporated in the Scheme.

Completion of the Share Exchange will occur on a date to be specified by Total Produce after the satisfaction or waiver of the conditions set forth in the Transaction Agreement (other than those conditions that by their nature are to be satisfied at Completion, but subject to the satisfaction or waiver of those conditions at such time). For more information, see “—Other Key Provisions of the Transaction Agreement—Conditions to Completion.”

Under the terms of the Scheme, no fractional entitlements will be allotted to any Total Produce shareholder but all fractions of our ordinary shares to which a Total Produce shareholder would otherwise be entitled will be aggregated and sold in the market by the Scheme exchange agent, with any sale proceeds being donated to UNICEF.

Merger and Related Transactions

Pre-Closing Unit Sales

Immediately prior to the effective time of the Merger, the C&C Parties will sell to TP USA:

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a number of Class A Units of DFC Holdings with an aggregate value of $25,000,000 (based on the value of Class A Units of DFC Holdings implied by the price per ordinary share in this

offering) in exchange for a promissory note issued by TP USA in favor of TMG in a capital amount of $25,000,000 (the “TP USA Promissory Note”); and

•

a number of Class A Units of DFC Holdings with an aggregate value equal to the value of certain indemnification claims against the C&C Parties arising from the 2018 Transaction that remain pending as of immediately prior to Completion (based on the value of Class A Units of DFC Holdings implied by the price per ordinary share in this offering) in satisfaction of such pending claims.

We refer to these sales collectively as the “Pre-Closing Unit Sales.” For more information regarding the indemnification claims described above, see “—Other Key Provisions of the Transaction Agreement—Waiver of Certain Indemnification Claims.”

Merger

At the effective time of the Merger, by virtue of the Merger, all of the Class A Units of DFC Holdings owned by the C&C Parties immediately prior to the effective time of the Merger but after giving effect to the Pre-Closing Unit Sales will be exchanged automatically by operation of law for the right to receive a number of our ordinary shares which will result in the C&C Parties collectively owning 17.5% of our ordinary shares outstanding on a fully diluted basis as of immediately following the Share Exchange and the Merger and prior to the completion of this offering. We refer to the ordinary shares issued to the C&C Parties in the Merger as the “Consideration Shares.”

Following such exchange, each Class A Unit of DFC Holdings will be cancelled and converted into one unit of the surviving company in the Merger. Each Class B Unit of DFC Holdings will also be cancelled and converted into one unit of the surviving company in the Merger. Accordingly, at the effective time of the Merger, by virtue of the Merger, DFC Holdings will become our subsidiary, with the outstanding membership interests thereof owned by us and by TP USA.

Completion of the Merger will take place immediately following the completion of the Share Exchange.

Contribution

Immediately following the effective time of the Merger (or at such other time as the C&C Parties and Total Produce may agree in writing), we will contribute the units representing the membership interests in DFC Holdings then owned by us to Total Produce in exchange for ordinary shares of Total Produce with a fair market value equal to the fair market value of such contributed units. Thereafter, Total Produce will immediately contribute all such units to TP USA in exchange for shares of TP USA’s common stock with a fair market value equal to the fair market value of such contributed units. We refer to these transactions collectively as the “Contribution.”

As a result of the Contribution, DFC Holdings will become a direct, wholly owned subsidiary of TP USA.

Offering

Generally

Pursuant to the Transaction Agreement, Total Produce will manage this offering in consultation with a steering committee initially comprised of Rory Byrne, Jimmy Tolan, Johan Lindén and Gary Wong. The Transaction Agreement provides that other persons may be appointed to the steering committee by (i) the members of the steering committee or (ii) Total Produce upon written notice to the members of the steering committee, in each case, so long as the steering committee consists of a majority approved by Total Produce. Total Produce has the right to terminate this offering at any time in its sole discretion and the Company shall not enter into any binding commitment with the underwriters

in this offering or other potential purchasers of our ordinary shares to give effect to this offering without the prior written consent of the board of directors of Total Produce. Additionally, the board of directors of Total Produce (or a duly authorized pricing committee thereof), in consultation with the underwriters in this offering, will determine (i) the offer price in this offering per ordinary share and the range therefor and (ii) the size of this offering, subject to the conditions described below in “—Other Key Provisions of the Transaction Agreement—Conditions to Completion.”

Completion of this offering will occur immediately following completion of the Share Exchange, the Merger and the Contribution, or at such other date and time as is agreed to in writing by the C&C Parties and Total Produce.

The Transaction Agreement provides that the net proceeds to us from this offering will be used to repay our and our subsidiaries’ outstanding indebtedness, the costs of the Transaction (except as otherwise provided for in the Expense Reimbursement Agreement (as defined below)) or for such other purposes as our board of directors may determine. For more information, see “Use of Proceeds.”

Lock-Up Agreements

The Transaction Agreement sets forth certain terms for the lock-up agreements applicable to our ordinary shares, subject in all cases to the contractual agreement of the underwriters in this offering. The Transaction Agreement provides that each of Total Produce and TP USA (if they own our ordinary shares) and the C&C Parties must enter into a customary lock-up agreement with the underwriters in this offering on such terms as the underwriters may reasonably require. However, (i) subject to the C&C Parties’ right to an early release of the lock-up restrictions as described below in “—Post-Offering Share Sales,” each such lock-up agreement will terminate no later than 180 days after the date of the final prospectus for this offering, (ii) the lock-up restrictions will apply to the C&C Parties only if all of our officers and directors are subject to similar restrictions and we or the underwriters in this offering obtain a similar agreement from certain of our affiliates and (iii) the C&C Parties may pledge their ordinary shares as security for borrowings if any resulting sale of such ordinary shares would be subject to the restrictions in each such lock-up agreement. In addition, the Transaction Agreement entitles the C&C Parties to a pro rata waiver or termination of any applicable lock-up restrictions to the extent we or the underwriters in this offering grant any discretionary waiver or termination of such restrictions to any other person required to enter into a lock-up agreement. See “Underwriting” for a description of the lock-up agreements applicable to our ordinary shares.

Post-Offering Share Sales

The Transaction Agreement provides for an early release of the lock-up restrictions applicable to the C&C Parties described above in “—Lock-Up Agreements” under certain circumstances. First, each of the C&C Parties may sell any of its respective Consideration Shares after a period of 90 days following this offering but prior to the end of the applicable lock-up period if and to the extent we are advised by the underwriters in this offering that such sale would not adversely affect overall shareholder value or the U.S. federal income tax treatment of the Share Exchange and such lock-up is waived by the underwriters in this offering. In addition, after the sale by the C&C Parties of Consideration Shares in this offering on a secondary basis as described below in “—Other Key Provisions of the Transaction Agreement—Conditions to Completion,” up to 30% of the remaining aggregate Consideration Shares held by the C&C Parties may be sold prior to the end of the applicable lock-up period if and to the extent that, following this offering, (i) the closing price of an ordinary share equals or exceeds 133% of the price per ordinary share in this offering for any ten trading days within any 15-trading-day period beginning 91 days after this offering or (ii) we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Registration Rights

Subject to the lock-up restrictions and early release provisions described above in “—Lock-Up Agreements” and “—Post-Offering Share Sales,” respectively, the Transaction Agreement provides that sales of Consideration Shares by the C&C Parties may be undertaken with the benefit of the Registration Rights Agreement, subject to the terms and conditions thereof, including there being a current and effective resale registration statement covering such Consideration Shares and so long as such Consideration Shares are not subject to a binding commitment at the time of the completion of this offering. For a description of the Registration Rights Agreement, see “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Post-Completion Distributions and Transfers

The Transaction Agreement provides that, immediately following Completion (or at such other time as the C&C Parties and Total Produce may agree in writing), the following distributions and transfers will occur:

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DFC Holdings will cause Dole Food Company to distribute the promissory note issued by certain affiliates of the C&C Parties in favor of DFC Holdings, dated as of June 30, 2020 (the “C&C Promissory Note”), in the principal amount of $25.0 million, as a dividend to DFC Holdings;

•

immediately following the distribution above, DFC Holdings will distribute the C&C Promissory Note as a dividend to TP USA; and

•

immediately following the distribution above, TP USA will transfer the C&C Promissory Note to TMG in full satisfaction of the TP USA Promissory Note.

Post-Completion Structure

The following diagram depicts our high-level organizational structure immediately after completion of the Transaction but prior to the completion of this offering:

LOGO

Other Key Provisions of the Transaction Agreement

Corporate Governance

The Transaction Agreement requires that our board of directors as of immediately prior to the completion of this offering consist of members designated by Total Produce.

For a description of our corporate governance following the completion of this offering, see “Management.”

Representations and Warranties

The Transaction Agreement contains customary representations and warranties made by the C&C Parties, DFC Holdings and the Total Produce Parties as to certain fundamental and other matters. In addition, the Transaction Agreement contains certain representations and warranties by Total Produce as to matters relating to its and its subsidiaries’ (other than DFC Holdings’ and its subsidiaries’) businesses. Except as described in “—Tax Matters” below, none of the representations and warranties in the Transaction Agreement will survive Completion or the termination of the Transaction Agreement.

Covenants and Agreements

The Transaction Agreement contains covenants and agreements among the parties to the Transaction Agreement relating to the following matters, among other things: (i) Total Produce’s efforts to implement the Scheme and the responsibilities of the parties to the Transaction Agreement in respect of the Scheme; (ii) the conduct of Dole Food Company’s and Total Produce’s and its subsidiaries’ (other than DFC Holdings’ and its subsidiaries’) businesses prior to Completion; (iii) cooperation in connection with public announcements; (iv) confidentiality; (v) notification of certain matters prior to Completion; (vi) using efforts to cause Completion to occur, including by obtaining necessary approvals from relevant authorities; (vii) the preparation of the registration statement of which this prospectus forms a part and cooperation by DFC Holdings in connection with this offering; (viii) the adoption by our board of directors of a resolution approving the acquisition of our ordinary shares by certain persons expected to become our directors or officers in connection with the Merger for purposes of Section 16(b) of the Exchange Act; (ix) DFC Holdings’ compliance with the requirements of the Sarbanes-Oxley Act; and (x) DFC Holdings’ cooperation with Total Produce’s efforts to arrange, obtain, syndicate and consummate debt financing in connection with the Transaction.

In addition, the Transaction Agreement provides that, prior to Completion, the conduct of DFC Holdings’ and Dole Food Company’s businesses remains subject to certain approval rights held by TP USA or its board designees pursuant to the organizational documents of DFC Holdings and Dole Food Company as currently in effect.

Waiver of Certain Indemnification Claims

The Transaction Agreement contains a mutual waiver of certain indemnification claims arising from the 2018 Transaction that have been properly asserted and remain unpaid as of the effective time of the Merger or that may be asserted or claimed in the future, excluding claims arising from fraud.

Pursuant to the Transaction Agreement, at the effective time of the Merger, TP USA, on behalf of itself and certain affiliates and representatives (collectively, the “TP Indemnified Parties”), will deem as fully satisfied all claims against the C&C Parties for losses relating to the 2018 Transaction that have then been properly asserted and remain unpaid as of the effective time of the Merger (such claims, “Pending Claims”) and will not deduct from the consideration payable to the C&C Parties in connection with the Merger, or otherwise seek recovery from any of the C&C Parties or their representatives of, losses relating to the 2018 Transaction that have then been properly asserted and remain unpaid as of the effective time of the Merger or that may be asserted or claimed in the future. However, if (i) the aggregate value of losses that are the subject of Pending Claims exceeds $10,000,000 and (ii) the aggregate value of the Consideration Shares calculated at the price per ordinary share in this offering exceeds $225,000,000, then the C&C Parties will remain obligated to indemnify and hold harmless the TP Indemnified Parties in respect of the amount by which the aggregate value of such losses exceeds $10,000,000 (subject to a cap equal to the amount by which such aggregate value of the Consideration Shares exceeds $225,000,000).

In addition, the Transaction Agreement provides that, at the effective time of the Merger, each of David H. Murdock and the C&C Parties, on behalf of itself and certain affiliates and representatives, will deem as fully satisfied all Pending Claims and will not seek recovery from any of the Total Produce Parties, Total Produce’s subsidiaries or their representatives of losses relating to the 2018 Transaction that have then been properly asserted and remain unpaid as of the effective time of the Merger or that may be asserted or claimed in the future.

As of the date of this prospectus, the aggregate value of losses relating to the 2018 Transaction that have been properly asserted and remain unpaid equals approximately $8,509,496 (less a $3,000,000 agreed deductible) in connection with: (i) losses related to Dole Food Company’s agreement to indemnify ITOCHU Corporation as part of the 2013 sale of Dole Food Company’s Asia and packaged foods business in an aggregate amount equal to $3,888,892 and (ii) losses related to certain Dole Food Company tax audits identified in the 2018 Transaction with Total Produce in an aggregate amount equal to $7,620,604.

Tax Matters

For U.S. federal income tax purposes, the Share Exchange, the Merger and this offering, taken together, are intended to qualify as a tax-deferred transaction described in Section 351 of the Code (the “Intended Tax Treatment”). In connection therewith, the parties to the Transaction Agreement generally agreed to, and to cause their respective subsidiaries to, (i) use reasonable best efforts to cause the Share Exchange, the Merger and this offering to qualify for the Intended Tax Treatment, including considering and negotiating in good faith such amendments to the Transaction Agreement as may reasonably be required in order to obtain such qualification, (ii) not take any action that could reasonably be expected to preclude the Intended Tax Treatment, and (iii) report the Transaction in a manner consistent with the Intended Tax Treatment.

Under the Transaction Agreement, we acknowledge that the C&C Parties may enter into (and cause to be filed with the Internal Revenue Service) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8 in connection with the Merger (a “Gain Recognition Agreement”). In general, a Gain Recognition Agreement would permit a C&C Party to defer, for U.S. federal income tax purposes, the recognition of gain realized in connection with the Merger. Under the terms of a C&C Party’s Gain Recognition Agreement, such C&C Party would generally be required to recognize gain deferred under such Gain Recognition Agreement if, prior to the expiration or termination of such Gain Recognition Agreement (which would generally expire five full taxable years after the close of the taxable year that includes Completion, or terminate upon the recognition of all gain deferred under such Gain Recognition Agreement), we or our affiliates effect a “triggering event” described in Treasury Regulations Section 1.367(a)-8(j) that does not qualify for an exception under the relevant Treasury Regulations. In general, a taxable disposition to a third party of DFC Holdings, Dole Food Company, or substantially all of the assets thereof, would constitute a “triggering event” for these purposes.

From Completion until the expiration or termination of each C&C Party’s Gain Recognition Agreement, we will generally be required to provide advance notice to the C&C Parties before we, or any of our affiliates, effect a transaction (or series of related transactions) that would reasonably be expected to constitute a “triggering event” with respect to any C&C Party’s Gain Recognition Agreement. We will generally be prohibited from completing any such transaction (or series of related transactions) unless (i) the relevant C&C Parties agree that such transaction (or series of related transactions) would not constitute a “triggering event” that would require gain to be recognized under such C&C Parties’ Gain Recognition Agreements, (ii) we provide each relevant C&C Party with a written opinion of an internationally recognized law or accounting firm reasonably acceptable to the C&C Parties that such transaction (or series of related transactions) “should not” constitute a “triggering event” that would cause any C&C Party to recognize gain with respect to its Gain Recognition Agreement, or (iii) we indemnify and reimburse each C&C Party for the additional tax liability, if any, reasonably expected to result from such transaction (or series of related transactions) prior to effecting such transaction (or series of related transactions).

Additionally, under the terms of the Transaction Agreement, we will generally be obligated to indemnify the C&C Parties for any losses incurred by them in connection with (i) certain breaches of

tax representations or (ii) tax liability arising under Section 367 of the Code or Treasury Regulations Section 1.367(a)-8 resulting from any action or transaction effected by us or our affiliates after Completion. For purposes of such indemnification obligations, the indemnity will be calculated based on certain assumed minimum levels of tax basis by the C&C Parties.

If we are required to indemnify a C&C Party as described above, such C&C Party will be required to pay to us an amount equal to any tax savings realized by such C&C Party on a subsequent disposition of its Consideration Shares. Such tax savings will equal the amount of income taxes such C&C Party would not be required to pay on such disposition due to its increased basis in the disposed Consideration Shares resulting from the event giving rise to the indemnity obligation.

The Transaction Agreement also contains agreements among the parties concerning other tax matters, including return preparation and review rights, control of tax contests, certain tax elections, cooperation provisions and the allocation of transfer taxes.

Conditions to Completion

Completion of the Share Exchange and the Merger is subject to the satisfaction (or waiver, to the extent permitted) of certain conditions, including the following: (i) the effectiveness of the Scheme; (ii) the approval by the requisite majority of Total Produce shareholders of resolutions at the extraordinary general meeting of Total Produce shareholders to be convened in connection with the Scheme; (iii) the expiration, lapse or termination of any applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the receipt of required approvals from the European Commission; (v) the absence of any binding order prohibiting, enjoining or making illegal Completion or the other transactions contemplated by the Transaction Agreement, the Trademark License Extension (as defined below) or the Registration Rights Agreement; (vi) in the case of the C&C Parties and DFC Holdings, the absence of a material adverse effect relating to Total Produce and its subsidiaries (other than DFC Holdings and its subsidiaries); (vii) the execution and delivery of the Trademark License Extension and the Registration Rights Agreement; (viii) in the case of the Total Produce Parties, the resignation of each director and officer of DFC Holdings and its subsidiaries (other than as approved in writing by Total Produce), including the resignation of each of the C&C Parties’ designees on the board of managers of DFC Holdings and the board of managers of DFC Holdings and the board of directors of Dole Food Company; and (ix) other conditions customary for a transaction of this type.

European Commission merger clearance in respect of the Share Exchange and the Merger was obtained on June 7, 2021 and the waiting period under the HSR Act expired on April 15, 2021, thereby satisfying the antitrust conditions to completion of the Share Exchange and the Merger.

In addition, the Transaction Agreement contains certain additional conditions to completion of the Share Exchange and the Merger, including the following: (i) the effectiveness of the registration statement of which this prospectus forms a part; (ii) the approval of our ordinary shares for listing on the NYSE or the Nasdaq Stock Market; (iii) the execution by the underwriters in this offering of an underwriting agreement containing the terms described below; and (iv) our entry into a composition agreement with Irish Revenue (as defined below) and a Special Eligibility Agreement for Securities with The Depository Trust Company in respect of our ordinary shares.

The Transaction Agreement provides that the underwriting agreement will be in form and substance determined by the steering committee, containing (i) such representations, warranties and indemnities by the C&C Parties as are customary in a secondary sale and (ii) unless otherwise approved in writing by the C&C Parties, the following terms:

•

a price per ordinary share in this offering that, if ascribed to the Consideration Shares, would result in such Consideration Shares having an aggregate value of at least $215,000,000 (without giving effect to any sale of such Consideration Shares in this offering); and

•

the sale of Consideration Shares on a secondary basis that will result in net proceeds to the C&C Parties of at least $50,000,000.

If the conditions to completion of the Share Exchange and the Merger are not satisfied or waived, then this offering will not occur and we will not sell any ordinary shares in this offering.

Termination

The Transaction Agreement may be terminated prior to Completion (i) by Total Produce, upon written notice to the C&C Parties at any time in its sole discretion, (ii) by the C&C Parties, if Completion has not occurred on or before November 15, 2021 (provided such failure to occur was not proximately caused by or did not proximately result from the failure of the C&C Parties or DFC Holdings to perform or comply in any material respect with any of their respective covenants or agreements), or (iii) by the C&C Parties, if a final, non-appealable order has been issued by any relevant authority having competent jurisdiction permanently restraining or prohibiting Completion (provided that the imposition of such order was not proximately caused by the failure of the C&C Parties or DFC Holdings to perform or comply in any material respect with any of their respective covenants or agreements).

In the event of a termination of the Transaction Agreement for any reason, the terms of the 2018 Transaction will remain in effect, including the right of TP USA to exercise its options to acquire the Second Tranche and the Third Tranche.

Trademark License Extension

At Completion, Dole Food Company and Castle & Cooke, Inc., a Hawaii corporation (“Castle”), will enter into a seventh amendment (the “Trademark License Extension”) to the trademark license agreement, dated as of December 7, 1995, by and between Dole Food Company and Castle (as amended from time to time, the “Trademark License Agreement”), pursuant to which Dole Food Company and Castle will agree to extend the term of the Trademark License Agreement until the 15-year anniversary of the date of Completion (unless sooner terminated in accordance with its terms). No extension fee will be payable in connection with the Trademark License Extension and the pre-extension fee arrangements will remain in place. The fee arrangement in place under the Trademark License Agreement requires an annual royalty payment by Castle of 4% of Castle’s gross revenues (defined as gross receipts less sales tax and customer refunds) from sales of gifts and souvenir items sold in connection with the licensed DOLE trademarks at licensed facilities in Hawaii.

Expense Reimbursement Agreement

Concurrently with the execution of the Transaction Agreement, we entered into an expense reimbursement agreement (the “Expense Reimbursement Agreement”) with the other Total Produce Parties, DFC Holdings and the C&C Parties. If Completion occurs, we will bear the costs of the other parties to the Transaction Agreement and Dole Food Company, subject to and in accordance with the terms of the Expense Reimbursement Agreement. If Completion does not occur, DFC Holdings will cause Dole Food Company to bear the costs of the parties to the Transaction Agreement, subject to and in accordance with the terms of the Expense Reimbursement Agreement.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information contained in this prospectus contains forward-looking statements, that relate to our plans, objectives, estimates and goals. Statements regarding the Transaction and statements regarding our future and projections relating to products, sales, revenues, expenditures, costs and earnings are typical of such statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations of our future economic performance, considering the information currently available to management. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive”, “target” or similar words, or the negative of these words, identify forward-looking statements. The inclusion of this forward-looking information should not be regarded as a representation by us, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

•

the successful integration of the Total Produce and Dole Food Company companies following the Transaction and the realization of any anticipated benefits and cost savings resulting therefrom;

•

weather conditions that affect the production, transportation, storage, import and export of fresh produce or packaged foods;

•

adverse weather conditions, natural disasters, crops disease, pests and other natural conditions, which may affect market prices and the demand for our products, and our ability to mitigate such risks;

•

our ability to compete and innovate effectively against our present and future competitors;

•

changes in interest and currency exchange rates;

•

product and raw material supplies and pricing;

•

our exposure to product liability claims and associated regulatory and legal actions, product recalls or other legal proceedings relating to our business;

•

our ability to generate a sufficient amount of cash to service our indebtedness and fund our operations;

•

our ability to operate our business under agreements governing certain of our indebtedness containing financial covenants and other restrictions;

•

the impact of pandemics, including the COVID-19 pandemic, including demand for the Company’s products, illness, quarantines, government actions, facility closures, store closures or other restrictions in connection with the COVID-19 pandemic, and the extent and duration thereof, related impact on our ability to meet customer needs and on the ability of third parties on which we rely, including our franchisees, suppliers, customers, contract manufacturers, distributors, to meet their obligations to us, the extent that government funding and reimbursement programs in connection with COVID-19 are available to us, and the ability to successfully implement measures to respond to such impacts;

•

our use of herbicides, pesticides and other hazardous substances;

•

labor disruptions, strikes or work stoppages;

•

international conflict;

•

acts of crime or terrorism, including any potential impact on our information systems;

•

our failure to hire and retain key personnel and highly skilled employees;

•

loss of important intellectual property rights;

•

the effects of any changes in laws (including the interpretation thereof), regulations, rules, quotas, tariffs, export and import laws on our operations;

•

economic crises or a decline in general economic conditions;

•

information permitted to be filed and corporate governance practices permitted to be followed as a result of being a “foreign private issuer” under the rules and regulations of the SEC;

•

the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets, such as uncertainty surrounding Brexit, including spillover effects to other Eurozone countries;

•

the adequacy of the insurance we maintain;

•

the volatility of the trading price of our ordinary shares;

•

sale of a large number of ordinary shares, or a perception that such sale may occur, by the C&C Parties; and

•

additional factors discussed under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and Dole Food Company” and “Business.”

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws. In addition, this prospectus contains industry data related to our business and the markets in which we operate. This data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results could differ from the projections.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our ordinary shares. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

INDUSTRY, MARKET, AND OTHER DATA

This prospectus contains estimates and information concerning our industry, including market position and the size and growth rates of the markets in which we participate, that are based on industry publications and reports or other publicly available information, and our business and platform, that is based on third-party surveys commissioned by us and our internal sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of the included information. We have not independently verified this third-party information. Similarly, third-party surveys commissioned by us, while believed by us to be reliable, are based on limited sample sizes and have not been independently verified by us.

While we are not aware of any misstatements regarding any industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” herein.

Certain information in the text of this prospectus is contained in independent industry publications. The source of these independent industry publications is provided below:

•

Bain & Company (“Shaping the Consumer of the Future”), available at: https://www.bain.com/insights/shaping-the-consumer-of-the-future/;

•

Barilla Foundation & Research Unit on Nutrition, Diabetes and Metabolism, University of Naples Federico II, 2021 (“A one health approach to food, the Double Pyramid connecting food culture, health and climate”), available at: https://www.barillacfn.com/m/publications/a-one-health-approach-to-food1.pdf”;

•

Deloitte (“The Future of Fresh: Strategies to Realize Value in Fresh Food Category”), available at: https://www2.deloitte.com/content/dam/insights/us/articles/5237_The-future-of-fresh/DI_The-future-of-fresh.pdf;

•

Deloitte (“The Future of Fresh: Patterns from the Pandemic”), available at: https://www2.deloitte.com/us/en/insights/industry/retail-distribution/future-of-fresh-food-sales/pandemic-consumer-behavior-grocery-shopping.html?id=us:2el:3pr:4di6898:5awa:6di:MMDDYY:&pkid=1007310;

•

Empathy Research (“Dietary Lifestyles”), available at: https://www.bordbia.ie/globalassets/bordbia2020/industry/insights/new-publications/dietary-lifestyles-report-march-2021.pdf;

•

Morning Consult (“Fastest Growing Brands 2019”), available at: https://morningconsult.com/wp-content/uploads/2019/12/Morning-Consult_Fastest-Growing-Brands-2019-Report_FINAL.pdf;

•

Nielsen (“Total Food View, Total U.S. xAOC, 26 Weeks Ending 02/27/21, UPC-coded and random-weight/Non-UPC data”);

•

Nielsen (“Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter)”);

•

PBH Foundation (“State of the Plate: America’s Fruit & Vegetable Consumption Trends”), available at: https://fruitsandveggies.org/wp-content/uploads/2021/02/2020-PBH-State-of-the-Plate-Report-FINAL.pdf;

•

The Packer (“Fresh Trends”), available at: http://cdn.coverstand.com/40749/655554/e9bd20499cc013941d84df3d16a4ff3dfe121ea1.2.pdf ;

•

The United Nations (“Secretary-General’s message on launch of the International Year of Fruits and Vegetables 2021”), available at: https://www.un.org/sg/en/content/sg/statement/2020-12-15/secretary-generals-message-launch-of-the-international-year-of-fruits-and-vegetables-2021-scroll-down-for-french-version; and

•

Vox (“How to reduce your food’s carbon footprint, in 2 charts”), available at: https://www.vox.com/future-perfect/2020/2/20/21144017/local-food-carbon-footprint-climate-environment.

Information contained on or accessible through the websites referenced above are not a part of this prospectus and the inclusion of the website address referenced above in this prospectus is an inactive textual reference only.

In addition, certain information in this prospectus was commissioned by the Company. The Company partially contributed to the PBH Foundation report described above and fully commissioned the following sources:

•

GlobalData (“Europe and North America: Fruit and Vegetable Consumption 2015-2019, and Forecast 202-2025”);

•

GlobalData (“Fresh Fruit & Vegetables in North American and Europe 2021”); and

•

IPSOS (“Awareness and Image of Dole 2020”).

USE OF PROCEEDS

We will receive net proceeds from this offering of approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional ordinary shares in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus). We will not receive any proceeds from the sale of ordinary shares by the selling shareholders in this offering.

We currently intend to use (i) $ million of the net proceeds of this offering to pay certain costs of the Transaction; (ii) $ million of the net proceeds of this offering to redeem all of Dole Food Company’s outstanding 7.25% senior secured notes due 2025; and (iii) any remainder the net proceeds of this offering, to partially repay Dole Food Company’s existing credit facilities (as defined below), which had an outstanding balance of $860.9 million as of March 31, 2021. Dole Food Company’s borrowings under the credit facilities are secured by substantially all the U.S. assets of Dole Food Company and its material domestic subsidiaries.

Dole Food Company’s credit facilities consist of (i) a term loan credit agreement (the “term loan”) and an asset-based revolving credit agreement (“ABL revolver”) with certain lenders (the term loan and the ABL revolver, together, the “credit facilities”). The term loan has a maturity date of April 6, 2024 and bears interest, at Dole Food Company’s option, at either (i) LIBOR plus 2.75% with a LIBOR floor of 1.00% or (ii) a base rate plus 1.75% to 2.00%. The ABL revolver has a maturity date of April 6, 2022 and bears interest, at Dole Food Company’s option, at either (i) LIBOR plus 1.5% to 2.00%, with a LIBOR floor of 0% or (ii) a base rate plus 0.5% to 1.00%, in each case, based on Dole’s average historical excess availability under the ABL revolver. See Note 12 “Notes Payable and Long-Term Debt” to the consolidated financial statements of DFC Holdings, included herein for additional information.

A $1.00 increase (decrease) in the assumed initial public offering price per share would increase (decrease) the estimated net proceeds to us by approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional ordinary shares in full), assuming that the number of ordinary shares sold by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

DIVIDEND POLICY

Dole plc’s principal capital allocation priorities are reinvesting into the existing business, pursuing external growth opportunities, and returning cash to the holders of its ordinary shares, including in the form of cash dividends. Total Produce has a long history of paying regular interim and final cash dividends to its shareholders each year, progressively increasing the dividend payout in line with growth in earnings.

Following completion, Dole plc intends to pay quarterly cash dividends on our ordinary shares on a basis consistent with Total Produce’s historical dividend track record.

Any future determination to pay dividends will also be subject to applicable laws, including the Irish Companies Act, which requires, among other things, Irish companies to have profits available for distribution (known as distributable reserves) equal to or greater than the amount of the proposed dividend. Unless we create sufficient distributable reserves from our business activities, the creation of such distributable reserves would involve a reduction of our share premium account (to the extent such share premium is available), which would require the approval of 75% of our shareholders present and voting at a shareholder meeting, and of the Irish High Court.

Our future ability to pay cash dividends on our shares may also be limited by the terms of our current and any future debt or preferred securities. In addition, certain of our debt agreements, including the Credit Agreement (as defined below) may limit our ability and the ability of certain of our subsidiaries to pay dividends. “Risk Factors—Risks Related to this Offering and Our Ordinary Shares—We intend to pay regular dividends on our ordinary shares, but our ability to do so may be limited.”

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of , 2021:

•

on an actual basis;

•

on a pro forma basis after giving effect to the Transaction and the consummation of debt financing in connection with the Transaction; and

•

on a pro forma as adjusted basis, giving effect to the pro forma adjustments discussed above and giving further effect to (i) the sale by us of ordinary shares in this offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us) and (ii) the intended use of the after the use of proceeds therefrom.

The following table is derived from and should be read together with the sections of this prospectus entitled “Use of Proceeds,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and Dole Food Company” and the financial statements and accompanying notes included elsewhere in this prospectus.

As of , 2021

Actual

Pro
Forma

Pro Forma
as Adjusted(1)

(in thousands, except share numbers)

Cash and cash equivalents

Debt:

Total debt

Ordinary shares, par value $0.01 per share; ordinary shares authorized, pro forma and pro forma as adjusted; ordinary shares issued and outstanding, pro forma; ordinary shares issued and outstanding, pro forma as adjusted

Preferred shares, par value $0.001 per share; shares of preferred shares authorized, pro forma and pro forma as adjusted; shares of preferred shares issued and outstanding, pro forma and pro forma as adjusted

Additional paid-in capital

Accumulated (deficit) equity

Total shareholders’ (deficit) equity

Total capitalization

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the estimated initial public offering price range we show on the cover of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total shareholders’ (deficit) equity and total capitalization by approximately $ million each, assuming that the number of shares offered by us, which we show on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of ordinary shares we are offering. Each increase (decrease) of 1,000,000 ordinary shares at the assumed initial public offering price of $ per share, which is the midpoint of the estimated initial public offering price range we show

on the cover of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total shareholders’ (deficit) equity and total capitalization by approximately $ million each, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

DILUTION

If you invest in our ordinary shares in this offering, you will experience immediate dilution in the net tangible book value per ordinary share upon the completion of this offering.

As used in this “Dilution” section, (i) our as adjusted net tangible book value per share is determined by dividing our as adjusted net tangible book value (tangible assets less total liabilities) by the total number of our outstanding ordinary shares that will be outstanding immediately prior to the completion of this offering but after giving effect to the Transaction, and (ii) our pro forma net tangible book value per ordinary share represents pro forma net tangible book value divided by the number of ordinary shares outstanding immediately after giving effect to the Transaction and the completion of this offering.

Our as adjusted net tangible book value as of , 2021, was approximately $ million, or approximately $ per share.

After giving effect to the sale of ordinary shares in this offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of , 2021 would have been approximately $ million, or approximately $ per share. This represents an immediate increase in the net tangible book value of $ per share to our existing shareholders and an immediate dilution (i.e., the difference between the offering price and the pro forma net tangible book value after this offering) to new investors participating in this offering of $ per share.

The following table illustrates the per share dilution to new investors participating in this offering:


Assumed initial public offering price per share		$
As adjusted net tangible book value per share as of , 2021	$
Increase per share attributable to new investors in this offering

Pro forma net tangible book value per share

Dilution per share to new investors in this offering(1)		$

(1)	Dilution is determined by subtracting pro forma net tangible book value per share from the initial public offering price paid by a new investor.

The following table summarizes on an adjusted pro forma basis as of , the total number of ordinary shares owned by our existing shareholders and to be owned by the new investors in this offering, the total consideration paid, and the average price per share paid by the existing shareholders and to be paid by the new investors in this offering at $ , the midpoint of the price range set forth on the cover page of this prospectus, calculated before deducting estimated discounts and commissions and offering expenses:

Shares Purchased

Total Consideration

Average
Price
Per Share

Number

Percentage

Amount

Percentage

Existing shareholders

New investors in this offering

Total

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase

(decrease) our adjusted net tangible book value as of by approximately $ million, the pro forma net tangible book value per share by $ per share and the dilution in adjusted pro forma net tangible book value per share to new investors in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 ordinary shares at the assumed initial public offering price of $ per share, which is the midpoint of the estimated initial public offering price range we show on the cover of this prospectus, would increase (decrease) our as adjusted net tangible book value as of by approximately $ million, the pro forma as adjusted net tangible book value per share by $ per ordinary share and, in the case of an increase, the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering by $ per share, and, in the case of a decrease, the dilution in adjusted pro forma as adjusted net tangible book value per share to new investors in this offering by $ per share, in each case assuming the initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of:

(i)

the Transaction based on the historical financial position and results of operations of Total Produce and DFC Holdings. The Transaction will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”), with Total Produce deemed to be the acquirer for financial accounting purposes. This includes adjustments to eliminate the intercompany balances and transactions between the two companies and an estimate of the fair value of the assets and liabilities of DFC Holdings to be acquired by Total Produce;

(ii)

the application of the net proceeds of this offering as described under “Use of Proceeds” (the “IPO Transaction”); and

(iii)

the consummation of debt financing in connection with the Transaction and IPO Transaction (the “Debt Issuance” and, together with the Transaction and IPO Transaction, the “Pro Forma Transactions”). This includes the repayment of the current combined debt of both companies using a combination of the IPO proceeds and proceeds from the new debt arrangement.

It is presented as follows:

•

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2020 and for the three months ended March 31, 2021 were prepared based on (i) the historical audited consolidated statement of operations of Total Produce for the fiscal year ended December 31, 2020 and the historical audited consolidated statement of operations of DFC Holdings for the fiscal year ended December 31, 2020 and (ii) the historical unaudited consolidated statement of operations of Total Produce for the three months ended March 31, 2021 and the historical unaudited consolidated statement of operations of DFC Holdings for the three months ended March 31, 2021.

•

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2021 was prepared based on (i) the historical unaudited consolidated balance sheet of Total Produce as of March 31, 2021 and (ii) the historical unaudited consolidated balance sheet of DFC Holdings, as of March 31, 2021.

Assumptions underlying the pro forma adjustments related to the Pro Forma Transactions are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2020 and for the three months ended March 31, 2021 give effect to the Pro Forma Transactions as if they had occurred on January 1, 2020. The accompanying unaudited pro forma condensed consolidated balance sheet as of March 31, 2021 gives effect to the Pro Forma Transactions as if they had occurred on March 31, 2021.

The unaudited pro forma condensed consolidated financial information has been prepared by the Company for illustrative and informational purposes only in accordance with Regulation S-X Article 11, “Pro Forma Financial Information” and is not necessarily indicative of what the combined company’s condensed consolidated results of operations actually would have been had the Pro Forma Transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future operating results of the combined company. The unaudited condensed consolidated pro forma financial information does not include adjustments to reflect any potential revenue synergies or cost savings that may be achievable in connection with the Pro Forma Transactions.

The acquisition method of accounting requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the amount assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Management’s estimates of fair values of tangible and intangible assets acquired and liabilities assumed is based in part on historical third-party valuations. The preliminary allocation of the purchase price reflected in this unaudited pro forma condensed consolidated financial information is based upon a historical third-party valuation, and the Company’s estimates and assumptions are subject to change. Therefore, upon additional analysis, it is possible that the fair values of assets acquired and liabilities assumed could differ from those presented in the unaudited pro forma condensed consolidated financial information and such differences could be material.

The unaudited pro forma condensed consolidated financial information reflects adjustments that the Company believes are necessary to present the Company’s unaudited pro forma condensed consolidated financial information following the closing of the Pro Forma Transactions as of and for the periods indicated. The adjustments are based on currently available information and assumptions that the Company believes are, under the circumstances and given the information available at this time, reasonable, directly attributable to the Transactions, and reflective of adjustments necessary to report the Company’s statements of operations as if the Pro Forma Transactions were completed on January 1, 2020 and its balance sheet as if the Pro Forma Transactions were completed on March 31, 2021. In addition, the unaudited pro forma condensed consolidated financial information will differ from the final purchase accounting for a number of reasons, including the fact that the estimates of fair values of assets acquired and liabilities assumed are preliminary and subject to change when the formal valuation and other analyses are finalized. Upon completion of the valuation analysis, there may be additional increases or decreases to the recorded book values of DFC Holdings’ assets and liabilities, including, but not limited to trademarks and property, plant, equipment. The differences between the preliminary estimates and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed consolidated financial information. The preliminary estimates associated with purchase accounting are expected to be finalized within the measurement period provided by ASC 805.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for year ended December 31, 2020

(U.S. Dollars in millions except share and per share amounts)


	Total Produce Historical			DFC Holdings Historical			Transaction Accounting Adjustments
	Total Produce Historical			DFC Holdings Historical			Transaction				IPO Transaction				Debt Transactions				December 31, 2020 Dole plc
Consolidated Statement of Operations
Revenue	$	4,346		$	4,672		$	(48	)	A	$	—			$	—			$	8,970
Cost of sales		(4,012	)		(4,311	)		50		B		—				—				(8,273	)

Gross profit		334			361			2				—				—				697
Selling, marketing and general and administrative expenses		(266	)		(191	)		(4	)	C		(28	)	I, J		—				(489	)

Operating income		68			170			(2	)			(28	)			—				208
Other (expense)/income, net		(1	)		(29	)		15		F		—				—				(15	)
Interest income		3			3			—				—				—				6
Interest expense		(11	)		(78	)		—				—				17		G		(72	)

Income (loss) from continuing operations before income taxes and income from investments accounted for under the equity method		59			66			13				(28	)			17				127
Income tax expense		(18	)		(24	)		—		E		3		H		(5	)	H		(44	)
Equity in net earnings of investments accounted for under the equity method		30			2			(15	)	F		—				—				17

Net income		71			44			(2	)			(25	)			12				100
Net income attributable to noncontrolling interests		(19	)		(2	)		—				—				—				(21	)

Net income attributable to Dole plc	$	52		$	42		$	(2	)		$	(25	)		$	12			$	79

Net income per ordinary share—Basic	$	0.1351			—			—				—				—			$	0.7948
Net income per ordinary share—Diluted	$	0.1349			—			—				—				—			$	0.7948
Weighted average shares outstanding—Basic (in thousands)		388,560			—			—				—				—				100,727
Weighted average shares outstanding—Diluted (in thousands)		389,143			—			—				—				—				100,727

See accompanying “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.”

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for three months ended March 31, 2021

(U.S. Dollars in millions, except share and per share amounts)


	Total Produce Historical			DFC Holdings Historical			Transaction Accounting Adjustments
	Total Produce Historical			DFC Holdings Historical			Transaction				IPO Transaction				Debt Transactions				March 31, 2021 Dole plc
Consolidated Statement of Operations
Revenue	$	1,051		$	1,233		$	(15	)	A	$	—			$	—			$	2,269
Cost of sales		(967	)		(1,096	)		16		B		—				—				(2,047	)

Gross profit		84			137			1				—				—				222
Selling, marketing and general and administrative expenses		(71	)		(61	)		—		C		(3	)	I, J		—				(135	)

Operating income		13			76			1				(3	)			—				87
Other income/(expense), net		—			5			—		F		—				—				5
Interest income		—			1			—				—				—				1
Interest expense		(2	)		(17	)		—				—				6		G		(13	)

Income (loss) from continuing operations before income taxes and income from investments accounted for under the equity method		11			65			1				(3	)			6				80
Income tax expense		(1	)		(21	)		—		E		1		H		(2	)	H		(23	)
Equity in net earnings of investments accounted for under the equity method		16			—			(15	)	F		—				—				1

Net income		26			44			(14	)			(2	)			4				58
Net income attributable to noncontrolling interests		(5	)		(1	)		—				—				—				(6	)

Net income attributable to Dole plc	$	21		$	43		$	(14	)		$	(2	)		$	4			$	52

Net income per ordinary share—Basic	$	0.0548			—			—				—				—			$	0.5230
Net income per ordinary share—Diluted	$	0.0547			—			—				—				—			$	0.5230
Weighted average shares outstanding—Basic (in thousands)		388,725			—			—				—				—				100,727
Weighted average shares outstanding—Diluted (in thousands)		389,894			—			—				—				—				100,727

See accompanying “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.”

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of March 31, 2021

(U.S. Dollars in millions, except share and per share amounts)


	Total Produce Historical			DFC Holdings Historical			Transaction Accounting Adjustments
	Total Produce Historical			DFC Holdings Historical			Transaction				IPO Transaction				Debt Transactions				March 31, 2021 Dole plc
Consolidated Balance Sheet Data
Cash and cash equivalents	$	358		$	49		$	—			$	542		Q	$	(749	)	S	$	200
Trade, grower and other receivables		427			566			(7	)	K, L		—				—				986
Inventories		139			249			2		K		—				—				390
Prepaid expenses and other assets		24			58			—				—				—				82

Total current assets		948			922			(5	)			542				(749	)			1,658
Property, plant and equipment, net		208			1,111			(30	)	K		—				—				1,289
Investments in non-consolidated entities		477			26			(364	)	K, M		—				—				139
Goodwill & intangible assets		290			584			195		K, O		—				—				1,069
Other long-term assets		178			358			(5	)	K		—				—				531

Total assets		2,101			3,001			(209	)			542				(749	)			4,686

Accounts payable		583			248			(87	)	K, L, N		—				—				744
Accrued liabilities		—			406			65		N		—				—				471
Current portion of long-term debt		44			83			—				—				36		S		163
Other current liabilities		36			70			15		N		—				—				121

Total current liabilities		663			807			(7	)			—				36				1,499
Long-term debt		557			1,236			18		K		—				(765	)	S		1,046
Other long-term liabilities		185			521			(25	)	K, P		—				—				681

Total liabilities		1,405			2,564			(14	)			—				(729	)			3,226
Ordinary shares		5			—			—				(4	)	R		—				1
Retained Earnings (Deficit)		478			(249	)		242				(21	)	I, J		(20	)	T		430
Additional paid-in-capital		197			774			(534	)			567		Q		—				1,004
Redeemable noncontrolling interests		31			—			—				—				—				31
Accumulated other comprehensive income		(136	)		(97	)		97				—				—				(136	)
Noncontrolling interests		121			9			—				—				—				130

Total Equity		696			437			(195	)			542				(20	)			1,460

Total Liabilities and Equity	$	2,101		$	3,001		$	(209	)		$	542			$	(749	)		$	4,686

See accompanying “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.”

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(U.S. Dollars in millions, except per share amounts)

1. Basis of Presentation

The unaudited pro forma condensed consolidated financial information presented herein has been prepared using the Total Produce’s and DFC Holdings’ historical financial statements, and giving pro forma effect to the Pro Forma Transactions described herein in accordance with Article 11 of Regulation S-X.

This unaudited pro forma condensed consolidated financial information should be read in conjunction with the financial statements of Total Produce and DFC Holdings as noted below:

•

Total Produce’s historical audited consolidated financial statements, and related notes thereto, for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, and Total Produce’s historical unaudited consolidated financial statements, and related notes thereto, for the three months ended March 31, 2021 included in this prospectus; and

•

DFC Holdings’ historical audited consolidated financial statements, and related notes thereto, as of December 31, 2020 and December 28, 2019, and DFC Holdings’ historical unaudited consolidated financial statements, and related notes thereto, as of March 31, 2021 included in this prospectus.

2. Preliminary Purchase Price Allocation

The estimated consideration paid to the existing owners of DFC Holdings related to the Transaction consisted of:

as part of the negotiations of the Transaction Agreement, the C&C Parties and Total Produce agreed that, as a condition to closing the proposed transactions, the Consideration Shares would have an aggregate value of at least $215.0 million. This was a negotiated figure to ensure the C&C Parties would receive a minimum return for the Consideration Shares

ii.

settlement of existing loans outstanding to DFC Holdings totaling $25.0 million

iii.

the estimated fair value of $355.3 million for Total Produce’s initial 45% stake in DFC Holdings


	Consideration
Value of share consideration	$	215
Loan settlement		25
Estimated fair value of initial consideration for 45% interest		355

Total consideration for 100%	$	595

For purposes of the unaudited pro forma condensed consolidated financial information, the Company has preliminarily allocated the purchase price related to the Transaction to the acquired net tangible and intangible assets based on their estimated fair values as of the projected date of the Transaction. As such, the assets acquired and liabilities assumed, including intangible assets, presented in the table below are provisional and will be finalized in a later period once the fair value procedures are completed. There can be no assurance that the final determination will not result in material changes from these preliminary amounts.

The following table summarizes the preliminary purchase price allocation for DFC Holdings’ historical assets and liabilities as of March 31, 2021:


	DFC Holdings Historical		Fair value adjustments			March 31, 2021
Assets:
Cash and cash equivalents	$	49	$	—		$	49
Trade, grower and other receivables		566		(7	)		559
Inventories		249		2			251
Prepaid expenses and other assets		58		—			58

Total current assets acquired		922		(5	)		917
Property, plant and equipment, net		1,111		(30	)		1,081
Investments in non-consolidated entities		26		(2	)		24
Goodwill		330		(330	)		—
Intangible assets		254		24			278
Other long-term assets		358		(5	)		353

Total assets acquired		3,001		(348	)		2,653

Liabilities:
Accounts payable		248		(7	)		241
Accrued liabilities		406		—			406
Current portion of long-term		83		—			83
Other current liabilities		70		—			70

Total current liabilities assumed		807		(7	)		800
Long-term debt		1,236		18			1,254
Other long-term liabilities		521		(25	)		496

Total liabilities assumed		2,564		(14	)		2,550

Net assets acquired		437		(334	)		103

Non-controlling interest acquired		9		—			9
Total consideration paid		595		—			595

Goodwill	$	167	$	334		$	501

The excess of purchase consideration over net assets assumed is reflected as goodwill, which represents the strategic value assigned to DFC Holdings, including expected benefits from synergies resulting from the acquisition, as well as the knowledge and experience of the workforce in place. In accordance with applicable accounting standards, goodwill is not amortized and will be tested for impairment at least annually, or more frequently, if certain indicators are present.

Amounts preliminarily allocated to intangible assets and goodwill may change significantly, and amortization methods and useful lives may differ from the assumptions that have been used in this unaudited pro forma condensed consolidated financial information, any of which could result in a material change in operating expenses.

3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations

The Transaction Accounting Adjustments are based on preliminary estimates and assumptions that are subject to change.

Transaction Accounting Adjustments related to Reclassification

Certain balances and transactions presented in the historical financial statements of DFC Holdings included within the unaudited pro forma condensed consolidated statements of operations have been reclassified within the Transaction column to conform to the presentation of the financial statements of Total Produce. The reclassifications are not material.

Transaction Accounting Adjustments related to the Transaction

The following adjustments have been reflected in the unaudited pro forma condensed consolidated statements of operations and are related to the Transaction. The Transaction is reflected within the unaudited pro forma condensed consolidated statements of operations as if the acquisition had occurred on January 1, 2020. Therefore, the Transaction Accounting Adjustments below are related to the year ended December 31, 2020 unless otherwise noted:

Reflects estimated revenue of $14.8 million and $47.6 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, associated with sales of products between DFC Holdings and Total Produce that should be eliminated in consolidation as a result of the Transaction.

Reflects estimated cost of sales of $14.8 million and $47.6 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, associated with sales of products between DFC Holdings and Total Produce that should be eliminated in consolidation as a result of the Transaction, reduction in depreciation of $1.0 million and $4.0 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, as part of Note D below offset by the impact of the estimated Fair Value uplift on inventory of $0.0 million and $2.3 million for the three months ended March 31, 2021 and year ended December 31, 2020, respectively:


	Three months ended March 31, 2021			Year ended December 31, 2020
Elimination of intercompany purchases	$	(15	)	$	(48	)
Depreciation reduction as a result of fair value estimate		(1	)D		(4	)D
One-time expense – Impact of fair value uplift on inventory		—			2

Transaction accounting adjustments to cost of sales	$	(16	)	$	(50	)

Reflects impact of fair value uplift on assets disposed of ($4.9 million) for the year-ended December 31, 2020 offset by reduction in depreciation of $1.3 million for the year-ended December 31, 2020 as part of Note D below:


	Three months ended March 31, 2021		Year ended December 31, 2020
Depreciation reduction as a result of fair value estimate	$	—	$	(1	)D
Impact of fair value uplift on assets disposed of during the period		—		5

Transaction accounting adjustments to selling, marketing and general and administrative (SMG&A) costs	$	—	$	4

Reflects the adjustment of $1.3 million and $5.2 million for the three months ended March 31, 2021 and the year ended December 31, 2020 respectively, to lower depreciation expense related to the lower estimated basis of the acquired property, plant & equipment. The estimated fair value and useful life calculations are preliminary and subject to change after the Company finalizes its review of the specific types, nature, age, condition and location of the Company’s property, plant & equipment. The following table summarizes the

changes in the estimated depreciation expense, which is recorded in cost of sales and SMG&A within the unaudited pro forma condensed consolidated statements of operations:


	Three months ended March 31, 2021			Year ended December 31, 2020
Estimated DFC Holdings depreciation expense based on lower basis of the acquired property, plant & equipment	$	22		$	86
Reversal of DFC Holdings depreciation expense		(23	)		(91	)

Transaction accounting adjustments to depreciation expense	$	(1	)	$	(5	)

Reflects the tax-effect of the Transaction Accounting Adjustments related to the Transaction before income taxes at respective statutory income tax rates applied on a jurisdictional basis and other adjustments that are more likely than not to be realized from positive evidence introduced from the Transaction Accounting Adjustments related to the Transaction before income taxes. The effective tax rate in future years is expected to vary from these respective statutory income tax rates applied on a jurisdictional basis.

Transaction Accounting Adjustments related to IPO and Debt transactions

The following adjustments have been reflected in the unaudited pro forma condensed consolidated statements of operations and are related to the IPO and Debt transactions:

Reflects the adjustments related to Total Produce’s investment in DFC Holdings:

(i)

adjustment of Total Produce’s original investment in DFC Holdings to its current fair market value.

(ii)

reversal of Total Produce’s share of DFC Holdings’ earnings, net of tax


i. adjustment of Total Produce’s original investment in DFC Holdings to its current fair market value	Three months ended March 31, 2021		Year ended December 31, 2020
Estimated fair value of Total Produce’s 45% investment in DFC Holdings	$	—	$	355
Carrying value of Total Produce’s 45% investment in DFC Holdings		—		(340	)

Fair value adjustment to Total Produce’s 45% investment in DFC Holdings recognized in other income/(expense)	$	—	$	15


ii. reversal of Total Produce’s share of DFC Holdings’ earnings, net of tax	Three months ended March 31, 2021			Year ended December 31, 2020
Total Produce’s share of DFC Holdings’ earnings, net of tax	$	(21	)	$	(22	)
Deferred tax recognized on the change in Total Produce’s temporary taxable basis difference on its investment in DFC Holdings		6			7

Transaction accounting adjustments to income from equity method investments	$	(15	)	$	(15	)

Reflects the decrease in interest expense of $6.1 million and decrease in interest expense of $17.4 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, including the related accretion of original issue discount ($0.0 million and $14.2 million, respectively), early redemption fees on senior secured notes ($0.0 million and $5.5 million, respectively), and amortization of deferred financing costs ($1.3 million and $5.0 million, respectively) for the three months ended March 31, 2021 and

for the year ended December 31, 2020 as a result of the issuance of new debt in conjunction with the Debt Issuance.


	Three months ended March 31, 2021			Year ended December 31, 2020
Interest on extinguished debt	$	(19	)	$	(89	)
One-time expense—Extinguishment of old debt issuance costs		—			14
One-time expense—Early repayment fee on senior secured bonds		—			6
Amortization of new debt issuance costs		1			5
Interest on new debt issuance		12			47

Transaction accounting adjustments to interest expense	$	(6	)	$	(17	)

Reflects the tax-effect of the Transaction Accounting Adjustments related to the IPO and Debt Transactions before income taxes at respective statutory income tax rates applied on a jurisdictional basis. The effective tax rate in future years is expected to vary from these respective statutory income tax rates applied on a jurisdictional basis.

Represents incremental public company costs of $2.5 million and $10.0 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, arising from the IPO transaction.

Represents one-time public company costs of $0.0 million and $18.4 million for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively, including accounting expenses, audit and tax fees, investment banker fees and other professional services specifically related to merger and acquisition activities and not directly and incrementally attributable to the IPO or debt transactions.

4. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

The Transaction Accounting Adjustments to the unaudited pro forma condensed consolidated balance sheet are based on preliminary estimates and assumptions that are subject to change. The following Transaction Accounting Adjustments have been reflected in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2021:

Reflects management’s estimates of the fair values of tangible and intangible assets acquired and liabilities assumed is based in part on historic third-party valuations. A summary of the fair value adjustments is noted below:


	Amount March 31, 2021
Trade, grower and other receivables	$	(7	)
Inventories		2
Property, plant and equipment, net		(30	)
Investments in non-consolidated entities		(2	)
Intangible assets		24
Other long-term assets		(5	)
Accounts payable		(7	)
Long-term debt		18
Other long-term liabilities	$	(25	)

Reflects elimination of trade receivables and payables of $6.6 million between Total Produce and DFC Holdings as of March 31, 2021.

Reflects the elimination of Total Produce’s balance of its existing investment in DFC Holdings of $362.5 million as of March 31, 2021.

Reclassification of certain assets and liabilities as a result of different classifications in the financial statements:


	Amount March 31, 2021
Reclassification of accrued liabilities from accounts payable:
Accrued liabilities	$	80
Accounts payable		(80	)
Reclassification of other current liabilities from accrued liabilities
Other current liabilities		15
Accrued liabilities	$	(15	)

Represents elimination of existing DFC Holdings goodwill of $329.8 million and new goodwill of $501.4 million as of March 31, 2021 as a result of the preliminary purchase price allocation.

The Company is subject to U.S. federal, state and local income taxes in each jurisdiction it operates and will file respective income tax returns for such jurisdictions. This adjustment reflects the derecognition of deferred liabilities of $25.3 million as of March 31, 2021 in connection with the IPO Transaction assuming the highest enacted statutory income tax rates by jurisdiction.

Transaction Accounting Adjustments related to IPO and Debt transactions

The unaudited pro forma condensed consolidated balance sheet reflects expected proceeds from the sale of 33.0 million ordinary shares in this offering, at the initial public offering price of $18.17 per ordinary share, for total gross proceeds of $600.0 million, net of underwriting discounts and commissions as follows:


	Amount March 31, 2021
Gross offering proceeds	$	600
Underwriting discounts and commissions and estimated offering expenses		(58	)

Net proceeds	$	542

Reconciliation of shares in issue:


	Number of shares (million)
3/31/2021 Total Produce shares in issue		411
Less Treasury shares		(22	)
Total Produce share options outstanding		2

Total Produce shares pre transaction		391
Shares issued as consideration		83
Shares in issue post acquisition		474
Consolidation of Total Produce shares (1 shares in Dole plc for every 7 shares in Total Produce)		(406	)
Issuance of new shares in Dole plc		33

Dole plc shares in issue post IPO		101
At par value of $0.01 per share		1
Par value of Total Produce shares in issue at 3/31/2021		5
Change in par value of shares in issue	$	(4	)

Represents the repayment of outstanding debt with the net proceeds from the IPO Transaction, less unamortized debt issuance costs of $32.7 million and early repayment fee on senior secured bonds of $5.5 million.


	Amount March 31, 2021
Net offering proceeds	$	542
Early repayment fee on senior secured bonds		(6	)
Debt issuance costs		(32	)

Repayment of outstanding debt	$	504


Repayment of outstanding debt reconciliation	Amount March 31, 2021
Current portion of long-term debt prior to transaction	$	127
Long-term debt prior to transaction		1,793

Total debt prior to transaction		1,920
Total cash and cash equivalents prior to transaction		(407	)

Net debt prior to transaction		1,513

Current portion of long-term debt post transaction		163
Long-term debt post transaction		1,046

Total debt post transaction		1,209
Total cash and cash equivalents post transaction		(200	)

Net debt post transaction		1,009

Repayment of outstanding debt	$	504

This includes the full repayment of the existing debt facilities using the proceeds from the IPO and the new debt facilities.


Use of funds	Amount March 31, 2021
*Cash and cash equivalents:*
Total Produce Historical		358
DFC Holdings Historical		49
IPO Transaction		542

		949

Use of funds to repay debt		(729	)
Use of funds for debt transaction costs (Note T)		(20	)

Total use of funds		(749	)

Dole plc pro forma cash and cash equivalents		200

*Current portion of long-term debt:*
Total Produce Historical		44
DFC Holdings Historical		83

		127

Reclassification of long—term debt to current debt as a result of debt transaction		36

Dole plc pro forma current portion of long-term debt		163


Use of funds	Amount March 31, 2021
*Long-term debt:*
Total Produce Historical		557
DFC Holdings Historical		1,236
Transaction adjustments		18

		1,811

Use of funds to repay debt		(729	)
Reclassification of long—term debt to current debt as a result of debt transaction		(36	)

Total reduction in long-term debt		(765	)

Dole plc pro forma long-term debt		1,046

Represents retained earnings impact of debt transaction as described below:


	Amount March 31, 2021
One-time expense—Extinguishment of old debt issuance costs		13
One-time expense—Early repayment fee on senior secured bonds		6
Amortization of new debt issuance costs		1

Retained earnings impact of debt transaction	$	20

5. Pro forma earnings per share

The unaudited pro forma weighted average number of basic and diluted shares outstanding for the three months ended March 31, 2021 and the year ended December 31, 2020 are calculated as follows (in millions, except per share amounts):


	March 31, 2021		December 31, 2020
Net income attributable to ordinary stockholders	$	52	$	79
Weighted-average shares used in computing net income per share		101		101

Net income per share attributable to ordinary stockholders	$	0.5230	$	0.7948

The unaudited pro forma weighted average number of basic shares outstanding is calculated by adding the number of Company shares expected to be issued to the stockholders of Dole plc after giving effect to the IPO Transaction.

6. Supplemental schedules

Pro-Forma Impact on Adjusted EBITDA, Adjusted Net Income and Net Debt

The table below presents the impact of the pro forma adjustments presented above on Adjusted EBITDA which is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations of Total Produce and DFC Holdings for additional information.


	Total Produce Historical		Dole Food Company Historical		Eliminate TP’s Share of Dole Food Company’s EBITDA			Pre-Transaction costs EBTDA		Transaction Accounting Adjustments			Dole plc
Adjusted EBITDA – March 31, 2021		78		104		(46	)		136		(3	)		133
Adjusted EBITDA – December 31, 2020		249		248		(114	)		383		(12	)		371

Adjusted net income reconciliation


	Three months ended March 31, 2021			Year ended December 31, 2020
Pro forma net income	$	52		$	79
Adjustments
Amortization of intangible assets		3			11
Acquisition related costs		7			19
Net unrealized (gain) on derivative financial instruments		—			(11	)
Net unrealized (gain) loss on foreign denominated intercompany borrowings		(6	)		15
Net non-cash settled realized (gain) loss on foreign intercompany borrowings		—			5
Fair value movement on contingent consideration		—			1
Impairment of property, plant and equipment		—			2
Asset write-downs, net of insurance proceeds		(10	)		2
Restructuring charges		—			1
(Gain) on asset sales		—			(8	)
(Gain) on acquisition or disposal of business		(2	)		(15	)
Legal matters		15			—
COVID-19		—			11
Refinancing charges and other debt related costs		—			20
Tax on items above		(4	)		(7	)
Noncontrolling interest impact of items above (net of tax)		(1	)		(4	)
Items in earnings for equity method investments
Group share of amortization of intangible assets (net of tax)		1			3
Adjusted pro forma net income attributable to Dole plc	$	55		$	124
Adjusted pro forma net income per ordinary share – Basic	$	0.5586		$	1.2283
Adjusted pro forma net income per ordinary share – Diluted	$	0.5586		$	1.2283
Weighted average shares outstanding – Basic (in thousands)		100,727			100,727
Weighted average shares outstanding – Diluted (in thousands)		100,727			100,727

Net debt reconciliation


	As of March 31, 2021
Current portion of long-term debt	$	163
Long-term debt		1,046

Total debt		1,209
Total cash		(200	)

Pro forma net debt	$	1,009

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TOTAL PRODUCE AND DOLE

The following discussion and analysis of our financial condition and results of operations should be read together with our “Unaudited Pro Forma Condensed Consolidated Financial Information,” and the other financial information and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this prospectus.

Overview

Dole plc is a newly formed entity, the result of the combination of Dole Food Company and Total Produce, two complementary, synergistic and culturally aligned organizations each with more than 150 years of history in the fresh produce industry. The merger will require integration between the two companies, a process that already started in the first step of this combination in 2018 when Total Produce acquired a 45% stake in Dole Food Company’s parent company. Going forward, Dole plc will be re-organized by the following segments: Fresh Fruit, Fresh Vegetables, Diversified Fresh Produce –EMEA and Diversified Fresh Produce – Americas & ROW. We believe this organizational structure will allow us to continue serving our existing customers with the exceptional quality that they have come to associate with the brands we market, and drive significant growth and cost benefits through the realization of operational synergies across the enlarged business.

We believe that the quality of our assets and people empower a robust, market-oriented business model. Our management team, with significant experience in the fresh produce sector, will lead our workers and employees, who are some of the most experienced and accomplished professionals in the fresh produce sector.

Key Factors and Trends Affecting Our Results of Operations

Our results of operations are affected by numerous factors, including the balance between the supply of and demand for our products and competition from other fresh produce companies. Our results of operations are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve. Set forth below are key factors that may have a significant impact on our results of operations in the future and have impacted Total Produce’s and Dole Food Company’s historical results of operations.

Price Fluctuations and Supply / Demand Management

Matching marketplace demand with supply from local and global producers is a core competency for our business. Fresh produce supply and demand management is complicated by the inherent perishability and relatively short shelf-life of the products we sell and the influence of environmental factors beyond our immediate control. Unexpected weather events, for example, can stimulate demand. A warm spell can drive strawberry sales. Conversely, a cold snap can disrupt production and limit yields and supply. Adverse weather may also impact our supply chains, preventing us from procuring supplies necessary to the running of our operations and delivering our products to our customers. Outsized weather events and natural disasters (e.g., hurricanes in Honduras, unseasonable rainfall in Chile) may prolong or worsen such impacts. Prices and margins fluctuate accordingly. Supply planning traverses seasons and continents and is often conducted months in advance of sale limiting our capacity to adjust volumes, though by virtue of the flexibility inherent across our operations, we are accomplished at managing contingencies. Long-term contracts with key customers can also mitigate risk.

Foreign Currency Fluctuations

Each of Total Produce and Dole Food Company are exposed to purchases and sales transactions in several local currencies, primarily the Euro. See further discussion below under Critical Accounting Policies and Estimates and the notes to the consolidated financial statements.

Volatility in Commodity Costs

Our business is heavily dependent on raw materials and other inputs, such as fuel, containerboard, fertilizers, plastic resins and other commodity costs used in the growing, packaging, manufacturing and distribution of our products. Changes in the costs of raw materials and other inputs have historically impacted and are expected to continue impacting our profitability. Increases in commodity costs have in the past resulted in, and may in the future result in, price increases in our portfolio of products to mitigate the impact of such increased costs.

Competitor Activity

By virtue of the geographic, product and sectoral diversity evident across our group, our operations are affected by the activities of a wide variety of competitors from across the retail, wholesale and foodservice sectors. Impact can be region or sector specific, affecting individual business units or it can influence the wider marketplace, typically lowering prices and margins in general or in some instances resulting in reduced volumes arising from the loss of key categories or customers.

Regulatory Restrictions, Restrictions on Free Trade and Tariffs

International regulatory restrictions, the application of tariffs and restrictions on free trade by nations or trading blocs can influence the performance of group operations. This can take the form of

outright bans on the imports of products. An example includes the ban on European fresh fruits and vegetables by the Russian Federation in 2014, regulatory restrictions which preclude the importation of products grown outside of strict specifications or taxes applied to disincentive importation from third countries. Exposure will typically reflect the profile of any given business unit’s produce sales and customer base.

Income Taxes

Each of Total Produce and Dole Food Company account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. See further discussion below under Critical Accounting Policies and Estimates and the notes to the consolidated financial statements included elsewhere in this registration statement for additional details about our income taxes.

TR4 Impact

We have begun seeing instances of TR4, a serious vascular crop disease that affects bananas in some areas where we source product. TR4 significantly reduces productivity of banana crops and destroys affected banana plants. Across the Group, TR4 has not been detected on any of our farms, and there has been no material impact on the results of our operations, or liquidity position.

We have ongoing partnerships with the Honduran Research Foundation, Evolutionary Genomics and ELO Life Systems, for the research and development of disease-resistant bananas, and have implemented enhanced biosecurity protocols on our farms. These and other efforts will help prevention of the TR4 spread, and support our efforts to develop banana plants more resistant or immune to the disease. These prevention and research efforts have cost us approximately $6.72 million, and we expect to spend an additional approximately $5.28 million in 2021 and $7.16 million in 2022. Future costs are uncertain and will depend on the extent of any continued spread of the disease. We will continue to closely monitor TR4, and conduct site-specific TR4 prevention activities, as well as assess any impairment of related crops, if TR4 spreads to farms in which the Group sources product.

For more information, see “Risk Factors—Risks Related to our Business and Industry—Tropical Race 4 (“TR4”) may impose significant costs and losses on our business.”

Impact of COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic after the global spread of a novel strain of coronavirus, and recommended containment and mitigation measures worldwide. Since the outbreak of COVID-19 all parts of our business have remained open and have continued to work tirelessly to safely supply fresh produce to our customers. It is due to the efforts of our people that we have been able to support frontline workers and help feed consumers. The health and safety of all colleagues across the business is at the forefront of our thinking with the introduction of safe working practices. We have participated in helping local communities including supplying food packages to frontline healthcare workers, providing fruit to those in need, loaning vehicles to transport meals to the homeless and donating fresh produce to local food banks.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The COVID-19 pandemic has had an impact on our results of operations during fiscal year 2020 as discussed further below. Government imposed mandatory closures and restrictions across various of our key global markets

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have resulted in volatile supply and demand conditions. This led reduced level of activity in the foodservice sector but was offset by robust retail and wholesale demand. Across the Group, our businesses modified sales strategies to further increase retail focus and source more produce to meet increased retail demand. There was an increase in demand for staple items, bananas, potatoes, vegetables and produce with a high vitamin C content (citrus and kiwi fruit) with reduced demand for melons and pineapples due to lower food service activity. Within the European and International divisions, there were additional operating costs relating to COVID-19 such as employee personal protective equipment and costs of additional shifts in warehouses to comply with physical distancing. These additional costs were offset by reductions in other costs such as travel expenses. Within the Dole Food Company division certain one-off costs associated with COVID-19 such as costs of double shifts, protective equipment and additional transport were incurred.

The Company’s liquidity position as a result of the COVID-19 pandemic was not materially impacted. There was a positive working capital inflow primarily from the impact of a change in customer mix on receivables days and continued tight working capital management. In addition, there were initiatives and actions taken by the Company to protect its business and mitigate cash outflows due to COVID-19 with a deferral of some non-essential capital expenditure and curtailment of discretionary costs.

The government-imposed restrictions aimed at mitigating the spread of the virus across our key global markets and the related volatility in supply and demand conditions are expected to continue and will have an impact on our future operating results. Health agencies worldwide began to approve vaccines for combating the COVID-19 virus in early 2021. While administration of the vaccines has begun, mass distribution in many locations is unlikely to occur until late 2021 as local governments have prioritized initial distribution to certain healthcare and essential workers as well as those more susceptible to the effects of the virus. While we expect the impacts of COVID-19 to continue to have an effect on our business, the extent of the impact will depend on future developments, including the duration of the pandemic and related government restrictions, all of which are uncertain and cannot be predicted.

For more information, see “—Results of Operations” and “—Liquidity and Capital Resources” below, as well as “Risk Factors—Risks Related to Our Business and Industry—Public health outbreaks, epidemics or pandemics, including the global COVID-19 pandemic, have disrupted and may continue to disrupt, our business and could materially affect our business, financial condition and results of operations.”

Description of Segments

Total Produce

Total Produce to date has four primary reportable segments: Eurozone, Non-Eurozone, International and the results of its 45% investment in DFC Holdings is also treated as a reportable segment.

Non-Eurozone. The Non-Eurozone reportable segment includes our UK, Swedish, Danish, Czech, and Eastern European businesses, all of which also market a complete portfolio of local and global produce through retail, wholesale and in some instances foodservice channels, predominantly in Scandinavia, the United Kingdom and Eastern Europe.

Eurozone. The Eurozone reportable segment includes our Irish, Dutch, Spanish, French, Italian and Brazilian businesses, each of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale and in some instances foodservice channels across the European

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marketplace. The Brazilian business is included in the Eurozone as it is a subsidiary of our Dutch businesses and a supplier to our operations in the Eurozone.

International. The International reportable segment includes our U.S., Canadian, Chilean and Indian businesses, all of which market globally and locally sourced fresh produce.

DFC Holdings. The Group’s 45% share of the results of DFC Holdings are included as a separate operating segment. A description of the profile of DFC Holdings follows.

DFC Holdings

DFC Holdings to date has three primary reportable segments: Fresh Fruit, Fresh Vegetables and Diversified, in addition to a corporate reporting segment.

Fresh Fruit. The Fresh Fruit reportable segment sells bananas and pineapples which are sourced from local growers or Dole Food Company-owned or leased farms primarily located in Latin America, and sold throughout North America, Europe, Latin America and the Middle East.

Fresh Vegetables. The Fresh Vegetables reportable segment sells Value Added Salads and Fresh Packed Vegetables and salads and has a line of fresh-packed products that includes produce like iceberg, romaine and leaf lettuces, celery, and Value Added Salads and meal kits. These products are sourced from North America and substantially all the sales are generated in North America.

Diversified. The Diversified reportable segment sells fresh berries, deciduous fruit, and other fresh fruit whose growing and selling cycles are different than those of the Dole Food Company’s bananas and pineapples, which are reported in the Company’s Fresh Fruit business segment. These products are sourced from North America, Latin America and South Africa and sold throughout North America, Europe, Latin America, the Middle East and Africa (primarily in South Africa).

Dole plc

Following the consummation of the Pro Forma Transactions, Dole plc is expected to have four primary reportable segments: Fresh Fruit, Fresh Vegetables, Diversified Produce (EMEA) and Diversified Fresh Produce (Americas & ROW). These segments will be managed separately due to differences in geography, products, production processes, distribution channels and customer bases, in addition due to historical integration of businesses prior to the Pro Forma Transactions.

Fresh Fruit. The Fresh Fruit reportable segment will sell bananas, pineapples which are sourced from local growers or Dole plc-owned and leased farms primarily located in Latin America, and sold throughout North America, Europe, Latin America and the Middle East.

Fresh Vegetables. The Fresh Vegetables reportable segment will sell Value Added Salads and Fresh Packed Vegetables and salads and has a line of fresh-packed products that includes produce like iceberg, romaine and leaf lettuces, celery, and Value Added Salads and meal kits. These products are sourced from North America and substantially all the sales are generated in North America.

Diversified Fresh Produce (EMEA). The Diversified Fresh Produce (EMEA) reportable segment will include Dole plc’s Irish, Dutch, Spanish, French, Italian, UK, Swedish, Danish, Eastern European and Brazilian businesses, each of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale and in some instances foodservice channels across the European marketplace.

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Diversified Fresh Produce (Americas & ROW). The Diversified Fresh Produce (Americas & ROW) segment will include Dole plc’s U.S., Canadian, Chilean and Indian businesses, all of which market globally and locally sourced fresh produce.

Total Produce Results of Operations

Selected results of operations for the quarters ended March 31, 2021 and March 31, 2020 were as follows:


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in millions, except share data)
Revenue		1,051.1			983.8
Cost of sales		(966.6	)		(911.5	)
Gross profit		84.5			72.3
Selling, general and administrative expenses		(66.4	)		(65.2	)
Dole transaction costs		(6.8	)		—
Gain on disposal of subsidiary		1.6			—
Operating income		12.9			7.1
Interest income		0.4			0.6
Interest expense		(2.2	)		(2.7	)
Other (expense)/income, net		(0.1	)		(0.6	)
Income before income taxes and income from investments accounted for under the equity method		11.0			4.4
Income tax expense		(1.3	)		0.4
Equity in net earnings of investments accounted for under the equity method		16.4			5.7
Net income		26.1			10.5
Less: net income attributable to noncontrolling interests		(4.8	)		(2.2	)
Net income attributable to Total Produce Plc.		21.3			8.3

Net income per ordinary share attributable to Total Produce Plc.—Basic	$	0.0548		$	0.0214
Net income per ordinary share attributable to Total Produce Plc.—Diluted	$	0.0547		$	0.0214
Weighted average shares outstanding—Basic (in thousands)		388,725			388,525
Weighted average shares outstanding—Diluted (in thousands)		389,894			389,156

Total Produce Quarter Ended March 31, 2021 compared to the Quarter ended March 31, 2020

Revenue

Revenues for the quarter ended year ended March 31, 2021 increased 6.8%, or $67.3 million, to $1,051.1 million from $983.8 million for the quarter ended March 31, 2020. Currency had a positive impact of $77 million on the translation of the results of foreign currency denominated operations to US Dollar in the quarter primarily due to the weakening of the U.S. Dollar against the Euro, Swedish Krona and Sterling by 8.6%, 13.3% and 9.6% respectively. The incremental benefit from bolt-on acquisitions and divestments on revenues in the quarter ended March 31, 2021 was $9 million. On a like-for like basis excluding the impact of acquisitions, divestments and currency translation, revenues were $18 million, or 1.8%, behind the prior quarter with robust demand from retailers partly offsetting lower wholesale and foodservice activity due to the impact of COVID-19. The comparative first quarter in 2020 was largely unaffected by the COVID outbreak which resulted in lockdowns commencing in mid to late March 2020.

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Cost of sales

Cost of sales for the quarter ended March 31, 2021 increased 6.0%, or $55.1 million to $966.6 million compared to $911.5 million for the quarter ended March 31, 2020. This increase was primarily due to the impact on the translation of the overall results of foreign currency denominated operations to the US Dollar in the year primarily due to the weakening of the U.S. Dollar.

Gross Profit

Gross profit for the quarter ended March 31, 2021 increased 16.9%, or $12.2 million to $84.5 million compared to $72.3 million for the quarter ended March 31, 2020 with currency having a positive impact on translation of the results of foreign currency denominated operations to U.S. dollar due to the weakening of the U.S Dollar in the quarter ended March 31, 2021. Gross profit percentage increased 60 basis points to 8.0% from 7.4% for the quarter ended March 31, 2020. Gross margins increased through the business particularly in the Eurozone with improved results in the Netherlands and good performance in the Spanish and Irish businesses.

Selling, general and administrative expenses

Selling, general and administrative expenses for quarter ended March 31, 2021 increased 1.8%, or $1.2 million to $66.4 million compared to $65.2 million for the quarter ended March 31, 2020. The increase is due to the weaker U.S. Dollar in the quarter ended March 31, 2021 which led to a higher U.S. dollar value on translation. This was partly offset by a reduction in travel costs due to worldwide restrictions on travel from late to mid-March 2020 onwards, lower legal and professional fees and lower bad debt charges.

Dole transaction costs

Legal, accounting, investment advisory fees associated with the Dole transaction of $6.8 million were incurred in the quarter ended March 31, 2021. There were no such costs in the quarter ended March 31, 2020.

Gain on disposal of a subsidiary

The Group transferred a subsidiary in Sweden during the quarter ended March 31, 2021 to a joint venture undertaking to realize synergies as a combined business. This subsidiary had revenue of $7 million in 2020. A gain of $1.6 million was recognized being the difference between the fair value of sales proceeds less the carrying value of the subsidiary. There were no such gains in the quarter ended March 31, 2020.

Operating Income

Operating income for the quarter ended March 31, 2021 increased 81.7%, or $5.8 million, to $12.9 million compared to $7.1 million for the quarter ended March 31, 2020 with an increase in gross profit. This was offset by $6.8 million in transaction costs in the quarter which did not occur in the first quarter of 2020. Currency also had a positive impact on the translation of the overall results of foreign currency denominated operations to the U.S. dollar in the quarter primarily due to the weakening of the U.S. dollar.

Interest Income

Interest income for the quarter ended March 31, 2021 decreased by $0.2 million to $0.4 million compared to $0.6 million for the quarter ended March 31, 2020. This was primarily due to lower interest income on grower loans.

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Interest Expense

Interest expense for the quarter ended March 31, 2021 decreased $0.5 million to $2.2 million compared to $2.7 million for the quarter ended March 31, 2020. This was primarily due to lower average bank margins and lower average net debt in the quarter ended March 31, 2020.

Other (Expense)/Income, net

Other expenses, net for the quarter ended March 31, 2021, were $0.1 million which is a decrease of $0.5 million when compared to the net expense of $0.1 million for the quarter ended March 31, 2020 with the movement primarily due to lower other components of net periodic benefit cost and lower transaction costs in the quarter ended March 31, 2021.

Income Tax (Expense)/Benefit

Income tax expense for the quarter ended March 31, 2021 was $1.3 million, at an effective tax rate of 11.4%, as compared to an income tax benefit of $0.4 million for the quarter ended March 31, 2020, at an effective tax rate benefit of 7.8%. The effective tax rates for both periods were favorably impacted by the reversal of unrecognized tax benefits due to the lapse of the statute of limitations in certain territories, resulting in a benefit of $1.9 million and $1.7 million for the quarter ended March 31 2021 and 2020, respectively. Excluding these benefits, our effective tax rate would have been 28.8% and 29.4% for the quarter ended March 31, 2021 and 2020, respectively.

Equity in Net Earnings of Investments Accounted for Under the Equity Method.

Equity in net earnings of investments accounted for under the equity method increased to $16.4 million for the quarter ended March 31, 2021 compared to $5.7 million for the quarter ended March 31, 2020.

The Group’s 45% share of the net earnings of Dole for the quarter ended March 31, 2021 increased to $20.6 million from $7.4 million for the quarter ended March 31, 2020. This is primarily due to the increase in operating income in Dole primarily due to a strong performance in the Fresh Fruit Division.

Included in net earnings of investments accounted for under the equity method for the year ended March 31, 2021 is a deferred tax charge of $5.2 million recognized on the Group’s temporary taxable basis difference on its investment in Dole Food Company. The corresponding charge was $2.5m for the quarter ended March 31, 2020.

The Group’s share of the net earnings of other equity accounted affiliates for the quarter ended March 31, 2021 was $1.0 million compared to $0.8 million for the quarter ended March 31, 2020.

Net Income

Net income for the quarter ended March 31, 2021 increased to $15.6 million to $26.1 million from $10.5 million for the quarter ended March 31, 2020. The increase was due to the increase in operating income and the increase in equity in net earnings of investments accounted for under the equity method as noted above.

Net Income Attributable to Noncontrolling Interests

Net income for the quarter ended March 31, 2021 increased to $4.8 million from $2.2 million for the quarter ended March 31, 2020. The increase was primarily due to an increase in earnings in non-wholly owned companies in Europe in particular and also in North America.

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Diluted EPS

Diluted earnings per share for the quarter ended March 31, 2021 increased to $0.0547 per share compared to $0.0214 per share for the quarter ended March 31, 2020 due to the increase in net income as outlined above offset in part by the increase in net income attributable to noncontrolling interests.

Total Produce Non-GAAP Financial Measures

EBIT and Adjusted EBITDA

Total Produce’s management uses EBIT and Adjusted EBITDA because it is a measure commonly used by financial analysts in evaluating the performance of companies in our industry. The adjustments in calculating Adjusted EBITDA have been made because management exclude these amounts when evaluating performance on the basis it eliminates the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers. EBIT or Adjusted EBITDA is not calculated or presented in accordance with U.S. GAAP, and is not a substitute for net income, income from continuing operations, cash flows from operating activities or any other measure prescribed by U.S. GAAP. Further, EBIT or Adjusted EBITDA as used herein is not necessarily comparable to similarly titled measures of other companies.

EBIT is calculated from net income by adding net interest expense and income tax expense. Adjusted EBITDA is calculated from EBIT by: (1) adding depreciation charges; (2) adding intangible asset amortization charges; (3) adding litigation and transaction related costs; (4) adding or subtracting fair value movements on contingent consideration; (5) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (6) adding net unrealized loss or subtracting the net unrealized gain on derivative instruments; (7) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (8) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) adding financing charges and other debt related costs; (12) deducting the gain or adding the loss on the sale of equity investments or other business interests and (13) adding the foreign currency gains relating to proceeds from share placings. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in DFC Holdings (A) deducting costs of discontinued operations; (B) adding vegetable recalls and related costs and (C) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations.

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Reconciliation of Net Income to EBIT and Adjusted EBITDA


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Net Income		26,115			10,478
Adjustments
Income tax expense/(benefit)		1,256			(345	)
Interest expense, net		1,835			2,053

EBIT		29,206			12,186
Depreciation		6,705			6,008
Amortization of intangible assets		2,775			2,911
Dole transaction costs		6,777			—
Litigation and transaction related costs		—			235
Gain on disposal of subsidiary		(1,539	)		—
Net unrealized loss on derivative financial instruments		219			102
Fair value movements on contingent consideration		41			136
Items in earnings for equity method investments
Group share of depreciation		11,582			10,023
Group share of income tax expense		15,675			7,715
Group share of interest expense, net		7,257			11,770
Group share of other items*		39			4,291
Adjusted EBITDA		78,737			55,377

Included in other items is the Group’s share of items within equity method investments. These include amortization of acquisition related intangible assets, net gain/loss on assets sales/ impairments, net of insurance proceeds, net unrealized gain/loss on derivative financial instruments, net gain/loss on foreign currency denominated intercompany borrowings, restructuring charges and onerous costs, costs associated with industry wide product recalls, transaction costs, COVID-19 costs and costs of discontinued operations

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Segment Results of Operations

The Chief Operating Decision Maker (‘CODM’) evaluates segment performance based on Adjusted EBITDA. Refer to the previous pages for a reconciliation of Net Income to Adjusted EBITDA.


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in millions)
Adjusted EBITDA by segment:
Europe—Non-Eurozone		15.1			11.7
Europe—Eurozone		11.0			3.2
International		6.2			4.5
Dole		46.4			36.0
Total		78.7			55.4

Revenue by segment:
Europe—Non-Eurozone		417.1			400.9
Europe—Eurozone		373.1			331.2
International		274.1			264.8
Intersegment		(13.2	)		(13.1	)
Total		1,051.1			983.8
Groups 45% share of revenue of Dole (equity accounted investment)		554.7			543.6

Europe—Non-Eurozone—This segment includes the Group’s businesses in the Czech Republic, Poland, Scandinavia and the UK.

Revenue increased by 4.0%, or $16.2 million. to $417.1 million from $400.9 million for the quarter ended March 31, 2020. Currency translation had a positive impact on revenue on translation to the US Dollar due to the weakening of the US Dollar against Swedish Krona and Sterling by 13.3% and 9.6% respectively. On a like-for-like basis excluding acquisitions, divestments and currency translation, revenue was approximately 7% behind the comparative quarter in 2020 with volume decreases offset in part by average price increases. Volume decreases are due to reduced demand in the food service sector in the UK, Sweden and the Czech Republic as a result of restrictions imposed from mid to late March 2020 onwards due to COVID-19. This was offset by robust demand from retailers.

Adjusted EBITDA increased 29.1%, or $3.4 million, to $15.1 million from $11.7 million for the quarter ended March 31, 2020. Currency translation had a positive impact on adjusted EBITDA on translation to the US Dollar due to the weakening of the US Dollar against Swedish Krona and Sterling as noted earlier. Gross margins increased in the quarter and there was a benefit from lower costs primarily due to reductions in travel costs and lower professional fees.

Europe—Eurozone—This segment includes the Group’s businesses in France, Ireland, Italy, the Netherlands, Brazil and Spain.

Revenue increased by 12.7%, or $41.9 million, to $373.1 million from $331.2 million for the quarter ended March 31, 2020. Currency translation had a positive impact on revenue on translation to the US Dollar due to the weakening of the US Dollar by 8.6% against the Euro. Excluding the effect of acquisitions and divestments, revenue on a like-for-like basis was approximately 4% ahead of the comparative quarter in 2020 with average price increases offsetting a marginal decrease in volumes. Throughout the Eurozone, robust retail and wholesale demand offset lower demand from the food service sector due to effects from COVID-19.

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Adjusted EBITDA increased 243.8% or $7.8 million. to $11.0 million from $3.2 million for the quarter ended March 31, 2020. All businesses performed well in the quarter particularly the Spanish business, the Brazilian import business and the Irish business. The Group’s businesses in the Netherlands also performed well with improved results in the horticultural division as a result of the success of prior year restructuring programs. The segment also benefited from reduction in costs primarily lower travel costs and bad debt charges.

International—This segment includes the Group’s businesses in North America, South America and India.

Revenue increased by 3.5%, or $9.3 million, to $274.1 million from $264.8 million for the quarter ended March 31, 2020. There was an incremental benefit of $11 million to revenue in the first quarter of 2021 due to an increase in the shareholding of a joint venture in April 2020 which led to this company being accounted for as a subsidiary. On a like-for-like basis excluding the effects of currency and acquisitions, revenue decreased by approximately 2% primarily due to volume decreases. The International division is largely retail focused. Continuing the trend experienced from the start of the COVID-19 pandemic in mid to late March 2020, there was an increase in sales of the staple items such as potatoes, onions and citrus as well as kiwifruit. This was offset by a decrease in volumes of grapes due to heavy rains in Chile at the time of the harvest.

Adjusted EBITDA increased 37.8%, or $1.7 million, to $6.2 million from $4.5 million for the quarter ended March 31, 2020 with good margins earned on asparagus, citrus and kiwifruit. This division also continued to benefit from lower costs such as travel costs as with COVID-19 restrictions remained in place during the first quarter of 2021.

Dole—This segment includes the Group’s 45% share of the EBITDA of Dole which is treated as an equity accounted investment

The Group’s share of the Adjusted EBITDA of Dole increased by 28.9%, or $10.4 million, to $46.4 million from $36.0 million for the quarter ended March 31, 2020 primarily due to a strong result in the Fresh Fruit segment with higher pricing of bananas in North America and favorable foreign currency movements. These increases are offset by higher costs of bananas and lower sales volumes of bananas across all markets. The results in the Fresh Vegetable segment were behind the comparative period in 2020 due to higher freight costs and less favorable product mix, partially offset by increased volumes and prices of value added products. The results in the Diversified segment decreased primarily due to inventory write-offs in Chile due to unfavorable weather conditions and were partially offset by favorable volumes and prices of berries in North America.

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Selected results of operations for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018 were as follows:


	Year Ended
	December 31, 2020			December 31, 2019			December 31, 2018
	(in millions, other than per share amounts)
Revenue	$	4,345.9		$	4,166.8		$	4,392.6
Cost of Sales		(4,012.3	)		(3,864.3	)		(4,067.2	)

Gross profit		333.6			302.5			325.4
Selling, general and administrative expenses		(264.9	)		(252.7	)		(256.2	)
Impairment loss of goodwill		—			—			(9.8	)
Impairment loss of property, plant and equipment		(1.2	)		—			—
(Loss)/gain on disposal of farming investment		—			(0.7	)		17.4
Restructuring expense		—			(1.3	)		(5.8	)
Foreign currency gain from share placing		—			—			14.8

Operating income		67.5			47.8			85.7
Interest income		2.6			3.1			4.4
Interest expense		(10.5	)		(12.0	)		(13.8	)
Other (expense)/income, net		(0.5	)		3.9			1.1

Income (loss) before income taxes and income from investments accounted for under the equity method		59.1			42.8			77.3

Income tax expense		(18.1	)		(10.3	)		(19.9	)
Equity in net earnings of investments accounted for under the equity method		30.3			36.9			0.4

Net income		71.3			69.4			57.8
Less net income attributable to noncontrolling interests		(18.8	)		(14.3	)		(21.2	)

Net income attributable to Total Produce plc.	$	52.5		$	55.1		$	36.6

Net income per ordinary share attributable to Total Produce plc.—Basic	$	0.1351		$	0.1417		$	0.0959
Net income per ordinary share attributable to Total Produce plc.—Diluted	$	0.1349		$	0.1414		$	0.0956
Weighted average shares outstanding—Basic (in thousands)		388,560			388,478			381,890
Weighted average shares outstanding—Diluted (in thousands)		389,143			389,295			383,147

Total Produce Fiscal Year 2020 Compared to Fiscal Year 2019

Revenue

Revenues for the year ended December 31, 2020 increased 4.3%, or $179.1 million, to $4,345.9 million from $4,166.8 million for the year ended December 31, 2019 due to robust demand from retailers and wholesalers offsetting reduced levels of activity in the food service sector due to COVID-19. Our businesses modified sales strategies to further increase retail focus and to source more produce to meet increased retail demand. There was an increase in demand for the staple items, bananas, potatoes, vegetables and produce with high vitamin C content (citrus and kiwi fruit) with reduced demand for pineapples and melons due to lower foodservice activity. The Group also benefited from the incremental impact of bolt-on acquisitions in Europe and a joint venture investment becoming a subsidiary in the United States. These investments contributed $103 million to revenues, net of the impact of the disposal of a small business in Europe. Currency had a positive impact of $25 million on the translation of the results of foreign currency denominated operations to the U.S. dollar in the year primarily due to the weakening of the U.S. dollar against Euro. On a like-for like basis

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excluding the impact of acquisitions, divestments and currency translation, revenues were approximately $51.0 million, or 1.2%, ahead of prior year with average price increases offsetting a modest volume decrease.

Cost of Sales

Cost of sales for the year ended December 31, 2020 increased 3.8%, or $148.0 million, to $4,012.3 million compared to $3,864.3 million for the year ended December 31, 2019. This increase was due to higher cost of procuring fruit, the impact of bolt-on acquisitions in the year and the impact on the translation of the overall results of foreign currency denominated operations to U.S. dollar in the year primarily due to the weakening of the U.S. dollar against the Euro.

Gross Profit

Gross profit for the year ended December 31, 2020 increased 10.3%, or $31.1 million, to $333.6 million compared to $302.5 million for the year ended December 31, 2019. Gross profit percentage for the year ended December 31, 2020 increased 40 basis points to 7.7% from 7.3% for the year ended December 31, 2019 primarily due to increased margins in the Eurozone and Scandinavia offset in part by lower gross margins in the United Kingdom.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31, 2020 increased 4.8%, or $12.2 million, to $264.9 million compared to $252.7 million for the year ended December 31, 2019. This increase was primarily attributable to increases in bad debt charges, wages and salaries, and legal and professional fees. Currency movements in 2020 led to an increase in SG&A on the translation of the overall results of foreign currency denominated operations to the U.S. dollar primarily due to the weakening of the U.S. dollar against the Euro with the impact from bolt-on acquisitions also contributing to the increase. This was offset by a decrease in travel and entertainment costs due to worldwide restrictions on travel from March 2020 onwards due to COVID-19.

Impairment of Property, Plant and Equipment

For the year ended December 31, 2020, Total Produce recognized a non-cash impairment charge of $1.2 million relating to two properties in the United Kingdom where fair value was deemed to be below historic cost. There were no impairments of property, plant and equipment in for the year ended December 31, 2019.

Gain/(loss) on Disposal of Farming Investment

Total Produce recorded a loss of $0.7 million for the year ended December 31, 2019, in connection with a 2018 disposal by a subsidiary of the Group of an interest in a farming entity for consideration of shares in an equity investment which was realized over a period of two to three years and could vary depending on certain circumstances. The loss represents the fair value loss on the remaining investments at December 31, 2019 less gains on investments sold in the year net of associated costs. The Group recorded no gains or losses on these transactions for the year ended December 31, 2020.

Restructuring Costs

There were no material restructuring charges for the fiscal year ended December 31, 2020 and $1.3 million of restructuring costs were incurred for the fiscal year ended December 31, 2019. In 2019, restructuring costs included $0.4 million of restructuring programs in the Eurozone and Non-Eurozone Segment and $0.9 million associated with the disposal and termination of two small businesses in the Non-Eurozone Segment.

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Operating Income.

Operating income for the year ended December 31, 2020 increased 41.2%, or $19.7 million, to $67.5 million compared to $47.8 million for the year ended December 31, 2019 with an increase in gross profit across most businesses. Also included within the 2019 operating income were one-off costs relating to the loss on disposal of a farming investment ($0.7 million) and restructuring expenses ($1.3 million) which did not re-occur in 2020. Currency also had a positive impact on the translation of the overall results of foreign currency denominated operations to the U.S. dollar in the year primarily due to the weakening of the U.S. dollar.

Interest Income.

Interest income for the fiscal year ended December 31, 2020 decreased $0.5 million to $2.6 million compared to $3.1 million for the fiscal year ended December 31, 2019. This was primarily due to lower interest income on grower loans due to a decrease in average loans and advances to growers in 2020.

Interest Expenses

Interest expense for the fiscal year ended December 31, 2020 decreased $1.5 million to $10.5 million compared to $12.0 million for the fiscal year ended December 31, 2019. This was primarily due to the fall in U.S. LIBOR rates and lower average net debt in the fiscal year ended December 31, 2020.

Other (Expense)/Income, Net.

Other expenses, net for the year ended December 31, 2020, were $0.5 million which compared to other income, net of $3.9 million for the year ended December 31, 2019. The net movement of $4.4 million was primarily due to other components of net periodic benefit cost increasing by $1.8 million, a net increase of $0.7 million in movements in contingent consideration and a net increase of $0.7 million in unrealized movements on derivative instruments for the year ended December 31, 2020.

Income Tax Expense.

Income tax provision increased to $18.1 million for the year ended December 31, 2020 compared to $10.3 million for the year ended December 31, 2019. The increase in the provision for income is primarily due to overall increased earnings, a higher proportion of earnings in certain higher tax jurisdictions, the increase in the valuation allowance recognized against certain deferred tax assets and an increase in non-deductible expenses. This is partially offset by increased non-taxable income and the impact of adjustments in respect of the prior years.

Equity in Net Earnings of investments Accounted for Under the Equity Method.

Equity in net earnings of investments accounted for under the equity method decreased to $30.3 million for the year ended December 31, 2020 compared to $36.9 million for the year ended December 31, 2019.

The Group’s 45% share of the net earnings of Dole Food Company for the year ended December 31, 2020 decreased to $21.9 million from $24.9 million for the year ended December 31, 2019. Gross profits in Dole Food Company increased in 2020 but this was more than offset by the Group’s $4.9 million share of the net charge with Dole Food Company relating to non-recurring COVID-19 costs and higher depreciation charges in the year.

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Included in net earnings of investments accounted for under the equity method for the year ended December 31, 2020 is a deferred tax charge of $6.7 million recognized on the Group’s temporary taxable basis difference on its investment in Dole Food Company. The corresponding charge was $1.0 million for year ended December 31, 2019.

The Group’s share of the net earnings of other equity accounted affiliates for the year ended December 31, 2020 increased to $15.1 million compared to $13.0 million for the year ended December 31, 2019.

Net Income

Net income for the year ended December 31, 2020 increased 2.7% or $1.9 million to $71.3 million compared to $69.4 million for the year ended December 31, 2019. The change was due to the increase in operating income partially offset by the increase in other expenses, the increase in the income tax provision and the decrease in equity in net earnings of investments accounted for under the equity method as noted above.

Net Income Attributable to Noncontrolling Interests

Net income to controlling interests increased to $18.8 million for the fiscal year ended December 31, 2020 from $14.3 million for the fiscal year ended December 31, 2019 due to an increase in earnings in certain non-wholly owned subsidiaries in Europe and North America.

Diluted EPS

Diluted earnings per share decreased 4.6% to $0.1349 per share for year ended December 31, 2020 compared to $0.1414 per share for the year ended December 31, 2019 due to the increase in the net income attributable to noncontrolling interests.

Total Produce Fiscal Year 2019 Compared to Fiscal Year 2018

Revenue

Revenues for the year ended December 31, 2019 decreased 5.1%, or $225.8 million, to $4,166.8 million compared to $4,392.6 million for the year ended December 31, 2018. Currency had a negative impact of $177 million on the translation of the results of foreign currency denominated operations to U.S. dollar primarily due to the strengthening of the U.S. dollar against the Euro, Sterling and Swedish Krona. The Group also benefited from bolt-on acquisitions. These bolt-on acquisitions primarily in the Eurozone segments contributed $36 million to revenues, net of the impact of the disposal of a small business in the Non-Eurozone segment. On a like for like basis, excluding the impact of acquisitions, divestments and currency translation, revenues were €85 million or 1.9% lower than 2018 with a small decrease in volume, which was partially offset by price increases. Fresh produce markets were particularly competitive in certain parts of Europe. The international division performed strongly in the year, helped by good pricing and margins in some key categories. This was offset in part by the poor weather in California from April to June, which led to less optimal growing conditions and weaker trading in the strawberry-growing operations. The uncertainty surrounding international trade led to a small reduction of exported goods from the US to India and China due to higher tariffs.

Cost of Sales

Cost of sales for the year ended December 31, 2019 decreased 5.0%, or $202.9 million, to $3,864.3 million compared to $4,067.2 million for the year ended December 31, 2018. This decrease was primarily due to the strengthening of the U.S. dollar in 2019 which led to lower costs on translation of the results of foreign currency denominated operations to U.S. dollar and a decrease in volumes. This was offset in part by the incremental impact of bolt-on acquisitions.

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Gross Profit

Gross profit decreased 7.0%, or $22.9 million, for the year ended December 31, 2019 to $302.5 million compared to $325.4 million for the year ended December 31, 2018. Gross profit percentage for the year ended December 31, 2019 decreased 10 basis points to 7.3% from 7.4% for the year ended December 31, 2018 in large part due to decrease in margins in Holland due to competitive market conditions in the salad sector and lower margins in Scandinavia.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by 1.4%, or $3.5 million, for the year ended December 31, 2019 to $252.7 million compared to $256.2 million for the year ended December 31, 2018. During the year there were increases due to the incremental effect of bolt on-acquisitions and increases in IT, legal and professional fees. These were offset by the impact of the strengthening of the US Dollar on translation of costs of foreign currency denominated operations to the U.S. dollar primarily due to the strengthening of the U.S. dollar against the Euro, Sterling and Swedish Krona.

Impairment Loss of Goodwill

There were no goodwill impairments for the year ended December 31, 2019. For the year ended December 31, 2018, Total Produce recognized a non-cash impairment charge of $9.8 million relating to a business in the Netherlands which experienced a difficult trading environment resulting in a slower recovery than had been previously anticipated.

Gain/(loss) on Disposal of Farming Investment

In 2018, a subsidiary of Total Produce disposed of an interest in a farming entity for consideration of shares in an equity investment which was to be realized over a period of two to three years and could vary depending on certain circumstances. The exceptional gain of $17.4 million for the fiscal year ended December 31, 2018 represented the gain on the disposal of the investments that were received at that date, the fair value movements on the investment held in escrow at December 31, 2018 and net of all associated costs.

The loss of $0.7 million for the fiscal year ended December 31, 2019 represents the fair value loss on the remaining investments at December 31, 2019 less gains on investments sold in the year net of associated costs.

Restructuring Costs

Total Produce recorded restructuring costs of $1.3 million for the fiscal year ended December 31, 2019. This included costs of $0.4 million on restructuring programs in the Eurozone and Non-Eurozone segments and $0.9 million associated with the disposal and termination of two small businesses in the Non-Eurozone segment.

For the year ended December 31, 2018, Total Produce recognized restructuring costs of $5.8 million. This included costs of $2.6 million of restructuring in the Eurozone segment (primarily in Holland) and $3.2 million on closure of two businesses in the Non-Eurozone segment.

Foreign Currency Gain From Share Placing

In February 2018, the Group issued 63 million new ordinary shares raising proceeds of €141 million (net of associated costs) to finance the initial 45% equity investment in DFC Holdings. The net proceeds from this issuance were used, via an intercompany loan, to purchase U.S. dollars in February 2018. The strengthening of the U.S. dollar from the date of purchase of the U.S. dollars to

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when the intercompany loan was converted to equity in August 2018, following the completion of the acquisition of Dole Food Company, resulted in a foreign currency gain of €12.5 million ($ 14.8 million). There were no such exchange rate gains or losses for the fiscal year ended December 31, 2019.

Operating Income

Operating income decreased 44.2%, or $37.9 million, to $47.8 million for the year ended December 31, 2019 compared to $85.7 million for the year ended December 31, 2018. This is partially due to a number of one-off gains and charges included with operating income in 2018 which as noted above did not re-occur in 2019. These included charge for impairment of goodwill of $9.8 million, a gain on disposal of farming business $17.4 million, a restructuring expense of $5.8 million and a foreign currency gain from share placing of $14.8 million. Together these had a net impact of increasing operating income for the year ended December 31, 2018 by $16.6 million. For the year ended December 31, 2019 there were one-off expenses recognized of $2.0 million consisting of a restructuring expense of $1.3 million and a loss on disposal of a farming investment of $0.7 million.

Operating income also decreased due to competitive conditions in certain parts of the Eurozone. Trading conditions were challenging, particularly in the Netherlands in the vegetable and salad categories where there is strong competition. Trading was satisfactory in southern Europe but lower compared to a particularly strong year in 2018. This was partially offset by good trading in the International segment helped by good margins in some key categories. Currency had a negative impact on operating income on translation of the results of foreign currency denominated operations to U.S. dollar primarily due to the strengthening of the U.S. dollar against the Euro, Sterling and Swedish Krona.

Interest Income

Interest income decreased by $1.3 million for the fiscal year ended December 31, 2019 to $3.1 million compared to $4.4 million for the fiscal year ended December 31, 2018. The decrease in interest income was primarily driven by one-off interest income in 2018 on the proceeds of the share placing in the period to June 30, 2018 before the proceeds were used in the acquisition of a 45% stake in DFC Holdings.

Interest Expenses

Interest expense decreased $1.8 million for the fiscal year ended December 31, 2019 to $12.0 million compared to $13.8 million for the fiscal year ended December 31, 2018. The decrease in interest expense in 2019 is primarily due to one-off financing costs associated with the acquisition of a 45% stake in DFC Holdings in 2018 of $2.2 million and a lower cost of funding in 2019 partially offset by the impact of a higher average net debt in the year due to the acquisition of Dole Food Company.

Other (Expense)/Income, Net

Other income, net increased by $2.8 million for the year ended December 31, 2019 to $3.9 million compared to $1.1 million for the year ended December 31, 2018. This was primarily due to acquisition related costs being $4.0 million higher in 2018 due to the initial acquisition of a 45% interest in Dole Food Company and other components of net periodic benefit cost decreasing by $0.4 million offset by a $2.3 million decrease in fair value gains on contingent consideration.

Income Tax Expense

Income tax provision decreased to $10.3 million for the year ended December 31, 2019 compared to $19.9 million for the year ended December 31, 2018. The decrease in the provision for income taxes is primarily due to reduced earnings, an increase in non-deductible expenses and the tax effect of fair value adjustments in 2018 not recurring in 2019. This is partially offset by reduced non-taxable income and other items.

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Equity in Net Earnings of Investments Accounted for Under the Equity Method.

Equity in net earnings of investments accounted for under the equity method increased to $36.9 million for the year ended December 31, 2019 compared to $0.4 million for the year ended December 31, 2018.

The Groups 45% share of the net earnings in Dole Food Company increased to $24.9 million from a loss of $11.8 million for the year ended December 31, 2018. The increase in the equity in net earnings of Dole Food Company is primarily due to the full year effect of Dole Food Company for the year ended December 28, 2019. The 2018 year reflects the results of Dole Food Company for the five-month period from August 1, 2018 to December 29, 2018 and as Dole Food Company’s overall business is seasonal with the greater share of profits earned in first half of the year, the contribution of Dole Food Company to the Group’s result for the five-month period was a loss. In 2019, the improvement of the Dole Food Company Fresh Vegetable division also contributed to the increase.

Included in net earnings of investments accounted for under the equity method for the year ended December 31, 2019 is a deferred tax charge of $1.0 million recognized on the Group’s temporary taxable basis difference on its investment in DFC Holdings. There was no charge for the year ended December 31, 2018.

Net earnings of other equity accounted affiliates for the year ended December 31, 2019 increased to $13.0 million from $12.4 million for the year ended December 31, 2018.

Net Income

Net income increased 20.1%, or $11.6 million, to income of $69.4 million for the year ended December 31, 2019 compared to $57.8 million for the year ended December 31, 2018. This increase was due to the increase in the net earnings of investments accounted for under the equity method, a reduction in income taxes expense. This was partially offset by the decrease in operating income noted above.

Net Income Attributable to Noncontrolling Interests

Net income attributable to controlling interests decreased to $14.3 million for the fiscal year ended December 31, 2019 from $21.2 million for the fiscal year ended December 31, 2018 due to the decrease in earnings in certain non-wholly owned subsidiaries in Europe.

Diluted EPS

Diluted earnings per share increased 48.0% to $0.1414 for the year ended December 31, 2019 compared to $0.0956 per share for the year ended December 31, 2018 due to the increase in net income and the reduction in income attributable to noncontrolling interests.

Total Produce Non-GAAP Financial Measures

EBIT and Adjusted EBITDA

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GAAP, and is not a substitute for net income, income from continuing operations, cash flows from operating activities or any other measure prescribed by U.S. GAAP. Further, EBIT or Adjusted EBITDA as used herein is not necessarily comparable to similarly titled measures of other companies.

EBIT is calculated from net income by adding net interest expense and income tax expense.

Adjusted EBITDA is calculated from EBIT by: (1) adding depreciation charges; (2) adding intangible asset amortization charges; (3) adding litigation and transaction related costs; (4) adding or subtracting fair value movements on contingent consideration; (5) adding impairment charges on goodwill, intangible assets and property, plant and equipment; (6) adding net unrealized loss or subtracting the net unrealized gain on derivative instruments; (7) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (8) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) adding financing charges and other debt related costs; (12) deducting the gain or adding the loss on the sale of equity investments or other business interests and (13) adding the foreign currency gains relating to proceeds from share placings. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in DFC Holdings (A) deducting costs of discontinued operations; (B) adding vegetable recalls and related costs and (C) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations.

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The following is a reconciliation of EBIT and Adjusted EBITDA to net income, which is the most directly comparable U.S. GAAP financial measure:

Reconciliation of Net Income to EBIT and Adjusted EBITDA


	December 31, 2020		December 31, 2019			December 31, 2018
	(in thousands)
Net income	$	71,252	$	69,387		$	57,838
Adjustments
Income tax expense		18,130		10,312			19,854
Interest expense, net		7,919		8,965			9,465

EBIT		97,301		88,664			87,157
Depreciation		24,634		22,900			21,908
Amortization of intangible assets		11,548		11,509			12,115
Litigation and transaction related costs		396		198			4,197
Net unrealised loss/(gain) on derivative financial instruments		633		13			(428	)
Fair value movements on contingent consideration		519		(228	)		(2,551	)
Goodwill impairment		—		—			9,811
Impairment of property, plant and equipment		1,210		—			—
Loss/(gain) on disposal of farming investment		—		749			(17,355	)
Restructuring charges		—		1,280			5,764
Foreign currency gain from share placing		—		—			(14,771	)
Items in earnings for equity method investments
Group share of depreciation		45,135		40,601			19,553
Group share of income tax expense		22,329		16,531			2,760
Group share of interest expense, net		34,631		37,808			18,022
Group share of other items*		10,602		7,604			5,561

Adjusted EBITDA	$	248,938	$	227,629		$	151,743

Included in other items is the Group’s share of items within equity method investments. These include amortization of acquisition related intangible assets, net gain/loss on assets sales/impairments, net unrealized gain/loss on derivative financial instruments, net gain/loss on foreign currency denominated intercompany borrowings, restructuring charges and onerous costs, costs associated with industry wide product recalls, transaction costs, COVID-19 costs and costs of discontinued operations.

Segment Results of Operations

The Chief Operating Decision Maker (‘CODM’) evaluates segment performance based on Adjusted EBITDA. Refer to the previous pages for a reconciliation of Net Income to Adjusted EBITDA.

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In the first quarter of 2021, the Group changed the measure of profitability it uses to assess segment performance and allocate resources from Adjusted EBITA to Adjusted EBITDA.


	Year ended
	December 31, 2020			December 31, 2019			December 31, 2018
	(in millions)
Adjusted EBITDA by segment:
Europe—Non-Eurozone	$	60.6		$	57.8		$	62.8
Europe—Eurozone		43.5			31.4			42.8
International		30.7			25.5			25.3
Dole Food Company		114.1			112.9			20.9

Total	$	248.9		$	227.6		$	151.8

Revenue by segment:
Europe—Non-Eurozone	$	1,617.1		$	1,581.7		$	1,688.3
Europe—Eurozone		1,554.4			1,508.5			1,671.1
International		1,226.2			1,134.4			1,092.0
Intersegment		(51.8	)		(57.8	)		(58.8	)

Total	$	4,345.9		$	4,166.8		$	4,392.6

Groups 45% share of revenue of Dole (equity accounted investment)		2,098.5			2,012.6			815.7

Total Produce Fiscal Year 2020 Compared to Fiscal Year 2019

Europe—Non-Eurozone—This segment includes the Group’s businesses in the Czech Republic, Poland, Scandinavia and the United Kingdom.

Revenue increased by 2.2%, or $35.4 million. to $1,617.1 million from $1,581.7 million for the fiscal year ended December 31, 2019 helped by the incremental impact of bolt-on acquisitions. Currency translation had a positive impact on revenue on translation to the U.S. dollar due to the weakening of the U.S. dollar against Sterling and Swedish Krona. On a like-for-like basis excluding acquisitions, divestments and currency translation, revenue was approximately 1% behind prior year with volume decreases offset in part by average price increases. Volume decreases are due to reduced demand in the food service sector in Scandinavia, the United Kingdom and the Czech Republic as a result of restrictions imposed due to COVID-19. This was offset by robust demand from retail, as well as an element of organic growth.

Adjusted EBITDA increased 4.8%, or $2.8 million, to $60.6 million from $57.8 million for the fiscal year ended December 31, 2019. Currency translation had a positive impact on Adjusted EBITDA on translation to the U.S. dollar due to the weakening of the U.S. dollar against Sterling and Swedish Krona. Robust demand from retailers helped offset lower foodservice activity in Denmark, the United Kingdom and Czech Republic.

Europe—Eurozone—This segment includes the Group’s businesses in France, Ireland, Italy, the Netherlands, Brazil and Spain. The Brazilian business is included in the Eurozone as it is a subsidiary of our Dutch businesses and a supplier to our operations in the Eurozone.

Revenue increased by 3.0%, or $45.8 million, to $1,554.4 million from $1,508.6 million for the fiscal year ended December 31, 2019. Currency translation had a positive impact on revenue on translation to the U.S. dollar due to the weakening of the U.S. dollar by 1.9% against the Euro.

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Excluding the effect of acquisitions and divestments, revenue on a like-for-like basis was approximately 1% ahead of prior year with average price increases offsetting a decrease in volumes. Throughout the Eurozone, robust retail and wholesale demand offset lower demand from the food service sector. The Group’s Dutch horticultural business remained challenged with reduced sales but this was offset by increased sales of imported citrus, mango, avocado and ginger.

Adjusted EBITDA increased 38.5%, or $12.1 million. to $43.5 million from $31.4 million for the fiscal year ended December 31, 2019. There was resilient performance across all divisions particularly Spain and an overall improved result in Holland. The Dutch horticultural businesses remained challenged with disappointing performance in vegetables offset by good results in the second half of the year from sales of local berries and deciduous product. The Group recorded strong performance particularly in the second half of the year in its import business helped by solid results in its mango, citrus, ginger and avocado lines.

International—This segment includes the Group’s businesses in North America, South America and India.

Revenue increased by 8.1%, or $91.8 million, to $1,226.2 million from $1,134.4 million for the fiscal year ended December 31, 2019. The increase in the shareholding in a joint venture which is now treated as a subsidiary from April 2020 provided an incremental benefit of $42.8 million to revenue in 2020. On a like-for-like basis excluding the effects of currency and acquisitions, revenue increased approximately 4% due to increase in both volumes and average price. The International division is largely retail focused. There was an increase in demand for staple items of potatoes, vegetables, citrus as well as kiwifruit. The impact of COVID-19 in the first half of the year saw a reduced demand for more expensive product and produce with a shorter shelf life. Revenue strengthened in the second half of the year particularly with stronger pricing in certain product lines and good volumes from new product sources.

Adjusted EBITDA increased 20.4%, or $5.2 million, to $30.7 million from $25.5 million for the fiscal year ended December 31, 2019 due to improved margins, lower operating costs (primarily travel related) and the benefit of a joint venture becoming a subsidiary. As noted earlier there was an increase in demand and margins of the staple items of potatoes and vegetables and products with a high vitamin C content (citrus and kiwifruit) since the COVID-19 pandemic outbreak. The segment also benefitted from stronger pricing in second half of the year and from volumes from new product sources.

Dole Food Company—This segment includes Total Produce’s 45% share of the results of Dole Food Company which is treated as an equity accounted investment.

Trading in Dole Food Company was good in the context of a challenging global environment due to COVID-19 and is benchmarked against a strong comparative year in the Fresh Vegetable division for some produce categories.

Total Produce’s 45% share of Revenue of Dole Food Company increased by 4.3%, or $85.9 million to $2,098.5 million for the fiscal year ended December 31, 2020 from $2,012.6 million for the fiscal year ended December 31, 2019.

Total Produce’s 45% share of Fresh Fruit revenues for the fiscal year ended December 31, 2020 increased 2.5%, or $31.1 million. Fresh Fruit revenues increased primarily due to higher sales volumes of bananas sold in North America and Latin America, and higher volumes and prices of other fruit sold in Europe, including citrus, kiwis, cherries, and apples. Revenue also increased due to favorable foreign currency movements, primarily related to the Euro. These increases were partially offset by lower overall pricing on bananas sold in North America, Europe, and Latin America.

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Total Produce’s 45% share of Fresh Vegetables revenues increased 6.9%, or $37.0 million for the fiscal year ended December 31, 2020. Fresh Vegetables revenues increased primarily due to favorable volumes and pricing of value added products, partially offset by lower pricing of fresh-packed products, primarily celery, which experienced exceptionally high prices during the prior year.

Diversified revenues increased 0.8%, or $2.2 million for the fiscal year ended December 31, 2020. Diversified revenues increased primarily due to higher volumes and prices of citrus products in South Africa, coupled with increased volumes of strawberries, blueberries, and raspberries in North America. These increases were partially offset by lower sales volumes of grapes related to fewer growers and drought weather conditions, and lower sales volumes of apples, and unfavorable foreign currency movements

Adjusted EBITDA increased by 1.1%, or $1.2 million, to $114.1 million from $112.9 million for the fiscal year ended December 31, 2019 primarily due to stronger results in the Fresh Fruit segment with higher volumes and lower fuel and distribution costs. Results in Fresh Vegetable segment were also ahead of prior year due to favorable volume and pricing of value added products and recent cost savings initiatives in packaging and distribution. This was partially offset by the lower pricing on fresh packed products, primarily celery due to the exceptionally high prices in 2019. The Diversified segment performed satisfactorily in the year with increased volumes and pricing on South African citrus and increased volumes of strawberries, blueberries and raspberries partially offset by lower volumes of grapes and apples. Corporate costs increased in 2020 primarily due to realized losses related to hedging activities.

Total Produce Fiscal Year 2019 Compared to Fiscal Year 2018

Europe—Non-Eurozone—This segment includes the Group’s businesses in the Czech Republic, Poland, Scandinavia and the United Kingdom. The Brazilian business is included in the Eurozone as it is a subsidiary of our Dutch businesses and a supplier to our operations in the Eurozone.

Revenue decreased by 6.3%, or $106.6 million, to $1,581.7 million from $1,688.3 million for the fiscal year ended December 31, 2018. This was in particular to the strengthening of the U.S. dollar against Swedish Krona and Sterling in 2019 which leads to lower revenues on translation to U.S. dollar. Revenue also decreased as a result of the cessation of a small distribution business in the second half of 2018, offset in part by the incremental contribution of bolt-on acquisitions. On a like-for-like basis excluding divestments, acquisitions and disposals, revenue decreased by approximately 3% with a decrease in volume offset in part by marginal average price increases.

Adjusted EBITDA decreased 8.0%, or $5.0 million, to $57.8 million from $62.8 million for the fiscal year ended December 31, 2018 due to impact of stronger U.S. dollar on translation of the results of foreign currency denominated operations and reduced earnings in some joint ventures and associates.

Europe—Eurozone—This segment includes the Group’s businesses in France, Ireland, Italy, the Netherlands and Spain.

Revenue decreased by 9.7%, or $162.5 million, to $1,508.6 million from $1,671.1 million for the fiscal year ended December 31, 2018. This was in particular due to the strengthening of the U.S. dollar by 5.2% against Euro in 2019 which leads to lower revenues on translation to U.S. dollar. Trading conditions were challenging, particularly in the Netherlands in the vegetable and salad categories where there is strong competition. Trading was satisfactory in Southern Europe but behind a particularly strong comparative year in 2018. Excluding the effect of acquisitions and divestments, revenue on a like-for-like basis was approximately 5% behind prior year due to volume decreases partially offset by marginal price increases.

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Adjusted EBITDA decreased 26.6%, or $11.4 million, to $31.4 million from $42.8 million for the fiscal year ended December 31, 2018. Trading conditions were challenging, particularly in the Netherlands in the vegetable and salad categories where there is strong competition. Trading was satisfactory in Southern Europe but behind a particularly strong comparative year in 2018.

International—This segment includes the Group’s businesses in North America, South America and India.

Revenue increased by 3.9%, or $42.4 million to $1,134.4 million from $1,092.0 million for the fiscal year ended December 31, 2018, due to higher average pricing with volumes in line with the prior year. Domestic U.S. volumes marginally increased in the year offset by a small drop in U.S. export volumes to India and China due to increased tariffs.

Adjusted EBITDA increased 0.8%, or $0.2 million, to $25.5 million from $25.3 million for the fiscal year ended December 31, 2018 with a particularly good performance in the second half of the year with favorable trading conditions, pricing and margins in many product categories. This was partially offset by the effect of the poor weather in California in April to June which led to weakness in the results of a strawberry growing operation.

Dole Food Company—This segment includes the Group’s 45% share of the results of Dole Food Company which is treated as an equity accounted investment. As noted earlier, the fiscal year ended December 31, 2019 is the first full year to reflect the acquisition of a 45% stake in DFC Holdings with the comparative 2018 year reflecting the results of Dole Food Company for five months from August 1, 2018 to December 29, 2018.

Total Produce’s 45% share of Revenue of Dole Food Company was $2,012.6 million for the full year 2019 compared to $815.7 million for the five-month period in 2018.

Total Produce’s 45% share of Adjusted EBITDA of Dole Food Company was $112.9 million for the full year 2019 compared to $20.9 million for the five-month period in 2018. The result reflects the fact that earnings are weighted towards the first half of the year and the impact of industry wide safety notices in the second half of 2018, not directly linked to Dole Food Company that affected results in the Fresh Vegetable segment.

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DFC Holdings Results of Operations

Selected results of operations for the quarters ended March 31, 2021 and March 31, 2020 were as follows:


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Revenues, net	$	1,232,675		$	1,207,991
Cost of sales		(1,096,241	)		(1,104,571	)

Gross profit		136,434			103,420
Selling, marketing and general and administrative expenses		(64,522	)		(50,119	)
Merger, transaction and other related costs		(387	)		—
Gain on asset sales		3,582			864

Operating income		75,107			54,165
Other income (expense), net		5,014			(2,883	)
Interest income		691			1,079
Interest expense		(16,631	)		(26,922	)

Income from continuing operations before income taxes and equity earnings		64,181			25,439
Income tax expense		(20,775	)		(10,499	)
Earnings from equity method investments		252			6

Income from continuing operations, net of income taxes		43,658			14,946
Loss from discontinued operations, net of income taxes		—			(43	)

Net income		43,658			14,903
Less: Net income attributable to noncontrolling interests		(740	)		(721	)

Net income attributable to Dole Food Company, Inc.	$	42,918		$	14,182

DFC Holdings Quarter Ended March 31, 2021 compared to the Quarter Ended March 31, 2020

Revenues, net

Revenues for the quarter ended March 31, 2021 increased 2%, or $24.7 million, to $1.23 billion from $1.21 billion for the quarter ended March 31, 2020, primarily due to the Fresh Vegetable and Diversified segments. Fresh Vegetable revenues increased 6%, or $19.0 million, primarily due to favorable volumes and prices of value added products. Diversified revenues increased 16%, or $23.6 million, primarily due to higher volumes and prices of berries in North America and cherries in Chile, as well as overall favorable volumes of grapes. These increases were partially offset by a decrease in Fresh Fruit revenues of 2%, or $18.7 million, primarily due to lower sales volumes of bananas in all markets, and lower pricing of bananas in Europe, partially offset by higher pricing of bananas in North America and a favorable foreign currency impact.

Cost of Sales

Cost of sales for the quarter ended March 31, 2021 decreased 1%, or $8.3 million, to $1.10 billion from $1.10 billion for the quarter ended March 31, 2020, primarily due to the Fresh Fruit segment. Fresh Fruit cost of sales decreased 10%, or $70.6 million, primarily due to lower volumes of bananas in all markets, and partial insurance recoveries for the damage caused by hurricanes in Honduras in December 2020, which will be reinvested into Honduras, partially offset by higher costs of bananas. These decreases were offset by an increase in cost of sales for Fresh Vegetables of 8%, or $23.5 million, and Diversified of 27%, or $34.3 million, primarily due to higher sales volumes as discussed above.

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Selling, Marketing and General and Administrative Expenses

Selling, marketing and general and administrative expenses for the quarter ended March 31, 2021 increased 29%, or $14.4 million, to $64.5 million from $50.1 million for the quarter ended March 31, 2020, primarily due to one-time legal costs incurred during the quarter ended March 31, 2021.

Merger, Transaction and Other related cost

Merger, transaction and other related costs were $0.4 million for the quarter ended March 31, 2021. There were no merger, transaction and other related costs for the quarter ended March 31, 2020.

Gain on Asset Sales

The gain on asset sales was $3.6 million for the quarter ended March 31, 2021, primarily due to the sale of a farm in Costa Rica. The gain on asset sales for the quarter ended March 31, 2020 was $0.9 million, primarily related to the sale of land and disposals of various other assets.

Operating Income

For the quarter ended March 31, 2021, operating income increased 39%, or $20.9 million, to $75.1 million from $54.2 million for the quarter ended March 31, 2020. The increase in operating income was primarily driven by a higher gross profit and gain on asset sales, partially offset by an increase in selling, marketing and general and administrative expenses.

Other Income (Expense), Net

For the quarter ended March 31, 2021, other income (expense), net, was income of $5.0 million, compared to expense of $2.9 million for the quarter ended March 31, 2020. The change in other income (expense), net, was primarily attributable to a decrease in unrealized and realized losses related to derivative instruments of $8.0 million and $1.2 million, respectively. These changes were partially offset by a decrease to the gains on intercompany borrowings of $1.5 million and an increase in losses on investments for the quarter ended March 31, 2021.

Interest Income

Interest income for the quarter ended March 31, 2021 decreased to $0.7 million, compared to $1.1 million for the quarter ended March 31, 2020. Interest income decreased primarily due to lower interest income on grower advance loans.

Interest Expense

Interest expense for the quarter ended March 31, 2021 decreased to $16.6 million, compared to $26.9 million for the quarter ended March 31, 2020. Interest expense decreased primarily due to a lower impact from the unrealized loss on the interest rate swap.

Income Taxes

The Company recorded income tax expense of $20.8 million on $64.2 million of income from continuing operations for the quarter ended March 31, 2021, reflecting a 32.4% effective tax rate for the quarter. Income tax expense was $10.5 million on $25.4 million of income from continuing operations for the quarter ended March 31, 2020, reflecting a 41.3% effective tax rate.

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DFC Holdings effective tax rate varies significantly from period to period, due to the level, mix and seasonality of earnings generated in the Company’s various U.S. and foreign jurisdictions. For the quarter ended March 31, 2021, the Company’s income tax expense differed from the U.S. federal statutory rate applied to pretax income, primarily due to the Global Intangible Low-Taxed Income (“GILTI”) and Sec. 163(j) interest expense limitation provisions of the 2017 Tax Cuts and Job Act (“Tax Act”), the write-off of a deferred tax asset related to goodwill, and by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate. For the quarter ended March 31, 2020, Dole’s income tax expense differed from the U.S. federal statutory rate applied to pretax income, primarily due to the GILTI and Sec. 163(j) interest expense limitation provisions of the Tax Act, an increase in liabilities for uncertain tax positions, and by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate.

Prior to the enactment of the Tax Act, with few exceptions, U.S. federal income and foreign withholding taxes had not been provided on the excess of the amount for financial reporting over the tax basis of investments in Dole’s foreign subsidiaries that were essentially permanent in duration. With the enactment of the Tax Act, all post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, Dole intends to continue to invest most or all of these earnings, as well as capital in these subsidiaries, indefinitely outside of the U.S. and does not expect to incur any significant additional taxes related to such amounts. Also, from time to time, Dole may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase Dole’s overall tax expense for that quarter.

Earnings from Equity Method Investments

Earnings from equity method investments was not material for the quarters ended March 31, 2021 and March 31, 2020.

Discontinued Operations

Discontinued operations was not material for the quarters ended March 31, 2021 and March 31, 2020.

DFC Holdings Non-GAAP Financial Measures

The following is a reconciliation of earnings before interest expense, income taxes and discontinued operations (“EBIT before discontinued operations”) and adjusted earnings before interest expense, income taxes, discontinued operations and depreciation and amortization (“Adjusted EBITDA”) to net income, which is the most directly comparable U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial measure:


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Net income	$	43,658		$	14,903
Loss from discontinued operations, net of income taxes		—			43
Interest expense from continuing operations		16,631			26,922
Income tax expense from continuing operations		20,775			10,499

EBIT before discontinued operations		81,064			52,367
Depreciation and amortization		22,738			23,066
Net unrealized loss on derivative instruments		244			13,277
Net unrealized (gain) on foreign denominated intercompany borrowings		(5,859	)		(7,368	)

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	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
(Gain) on asset sales .		—			(186	)
Merger, transaction and other related costs		387			—
Legal matters		15,000			—
Asset write-downs, net of insurance proceeds		(9,880	)		—

Adjusted EBITDA	$	103,694		$	81,156

EBIT before discontinued operations and Adjusted EBITDA are measures commonly used by financial analysts in evaluating the performance of companies. EBIT before discontinued operations is calculated from net income by adding the loss from discontinued operations, net of income taxes, adding interest expense from continuing operations, and adding the income tax expense from continuing operations. Adjusted EBITDA is calculated from EBIT before discontinued operations by: (1) adding depreciation and amortization; (2) adding the net unrealized loss or subtracting the net unrealized gain on derivative instruments; (3) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (4) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (5) adding restructuring charges; (6) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (7) adding vegetable recalls and related costs; (8) adding refinancing charges and other debt related costs; (9) adding litigation and transaction costs; (10) adding asset write-downs, net of insurance proceeds; and (11) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. The Company did not add-back any costs related to COVID-19 after the third quarter of 2020. These adjustments, as well as adjustments from net income to EBIT before discontinued operations, have been made because management excludes these amounts when evaluating the performance of Dole Food Company.

EBIT before discontinued operations and Adjusted EBITDA are not calculated or presented in accordance with U.S. GAAP, and EBIT before discontinued operations and Adjusted EBITDA are not a substitute for net income attributable to Dole Food Company, net income, income from continuing operations, cash flows from operating activities or any other measure prescribed by U.S. GAAP. Further, EBIT before discontinued operations and Adjusted EBITDA as used herein are not necessarily comparable to similarly titled measures.

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Segment Results of Operations

Selected segment results of operations for the quarters ended March 31, 2021 and March 31, 2020 were as follows.

Revenues, net:


	Quarter Ended
	March 31, 2021		March 31, 2020
	(In thousands)
Fresh Fruit	$	736,853	$	755,637
Fresh Vegetables		327,692		308,692
Diversified		167,348		143,662
Corporate		782		—

	$	1,232,675	$	1,207,991

Adjusted EBITDA:


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Fresh Fruit Adjusted EBITDA	$	100,919		$	70,223
Fresh Vegetables Adjusted EBITDA		6,521			10,433
Diversified Adjusted EBITDA		5,393			10,346
Corporate Adjusted EBITDA		(9,139	)		(9,846	)

	$	103,694		$	81,156

Fresh Fruit

Fresh Fruit revenues for the quarter ended March 31, 2021 decreased 2%, or $18.7 million, to $736.9 million from $755.6 million for the quarter ended March 31, 2020. Fresh Fruit revenues decreased primarily due to lower sales volumes of bananas in all markets, lower pricing of bananas in Europe, and lower pricing on pineapples in all markets, offset by higher pricing of bananas in North America, favorable foreign currency movements, and higher sales volumes of other fruit sold in Europe, primarily related to grapes.

Fresh Fruit Adjusted EBITDA for the quarter ended March 31, 2021 increased 44%, or $30.7 million, to $100.9 million from $70.2 million for the quarter ended March 31, 2020. Fresh Fruit Adjusted EBITDA increased due to higher pricing of bananas in North America, favorable foreign currency movements, a higher gain on asset sales, and higher sales volumes of other fruit sold in Europe, primarily related to grapes. These increases are offset by higher costs of bananas and lower sales volume of bananas in all markets.

Fresh Vegetables

Fresh Vegetables revenues for the quarter ended March 31, 2021 increased 6%, or $19.0 million, to $327.7 million from $308.7 million for the quarter ended March 31, 2020. Fresh Vegetables revenues increased primarily due to favorable volumes and prices of value added products, partially offset by a decrease in volumes of fresh-packed products.

Fresh Vegetables Adjusted EBITDA for the quarter ended March 31, 2021 decreased 37%, or $3.9 million, to $6.5 million from $10.4 million for the quarter ended March 31, 2020. Fresh Vegetables Adjusted EBITDA decreased primarily due to higher freight costs and unfavorable product mix, partially offset by favorable volumes and prices of value added products.

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Diversified

Diversified revenues for the quarter ended March 31, 2021 increased 16%, or $23.6 million, to $167.3 million from $143.7 million for the quarter ended March 31, 2020. Diversified revenues increased primarily due to higher overall volumes and prices of berries in North America, as well as overall favorable volumes of grapes from Chile and Peru.

Diversified Adjusted EBITDA for the quarter ended March 31, 2021 decreased 48%, or $4.9 million, to $5.4 million from $10.3 million for the quarter ended March 31, 2020. Diversified Adjusted EBITDA decreased primarily due to inventory write-offs in Chile due to unfavorable weather conditions. These decreases were partially offset by favorable volumes and prices of berries in North America.

Corporate

Corporate Adjusted EBITDA for the quarter ended March 31, 2021 improved 7%, or $0.7 million, to a loss of $9.1 million from a loss of $9.8 million for the quarter ended March 31, 2020. Corporate Adjusted EBITDA improved slightly due to an increase in royalty revenues.

Selected results of operations for the fiscal years ended December 31, 2020, December 28, 2019 and December 29, 2018 were as follows:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Revenue, net	$	4,671,999		$	4,515,955		$	4,566,808
Cost of sales		(4,311,275	)		(4,174,298	)		(4,270,198	)

Gross profit		360,724			341,657			296,610
Selling, marketing and general and administrative expenses		(200,582	)		(208,884	)		(239,313	)
Transaction and other related costs		(661	)		(24	)		(1,645	)
Gain on asset sales		11,181			23,366			13,766

Operating income		170,662			156,115			69,418
Other expense, net		(29,305	)		(3,316	)		(7,341	)
Interest income		3,131			4,784			4,377
Interest expense		(78,250	)		(89,180	)		(85,102	)

Income (loss) from continuing operations before income taxes and equity earnings		66,238			68,403			(18,648	)
Income tax (expense) benefit		(23,782	)		(24,036	)		10,280

Earnings (loss) from equity method investments		2,149			(532	)		(1,263	)
Income (loss) from continuing operations, net of income taxes		44,605			43,835			(9,631	)

Loss from discontinued operations, net of income taxes		(43	)		(2,500	)		(3,935	)
Net income (loss)		44,562			41,335			(13,566	)
Less: Net income attributable to noncontrolling interests		(1,854	)		(1,971	)		(1,832	)

Net income (loss) attributable to DFC Holdings.	$	42,708		$	39,364		$	(15,398	)

*	In addition, revenues for the fiscal year ended December 31, 2020 included 369 days, as compared to 364 days for the fiscal year ended December 28, 2019

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DFC Holdings Fiscal Year 2020 Compared to Fiscal Year 2019

Revenue, net

Revenue for the fiscal year ended December 31, 2020 increased 3%, or $156.0 million, to $4.67 billion from $4.52 billion for the fiscal year ended December 28, 2019, primarily due to the Fresh Fruit and Fresh Vegetable segments. Fresh Fruit revenues increased 3%, or $68.7 million, primarily due to higher sales volumes of bananas sold in North America and Latin America, higher volumes and prices of other fruit sold in Europe, including citrus, kiwis, cherries, and apples, and favorable foreign currency movements of $15.4 million, primarily related to the Euro. Fresh Vegetables revenues increased 7%, or $82.4 million, primarily due to favorable volumes and pricing of value added products.

Cost of Sales

Cost of sales for the fiscal year ended December 31, 2020 increased 3%, or $137.0 million, to $4.31 billion from $4.17 billion for the fiscal year ended December 28, 2019, primarily due to the Fresh Fruit and Fresh Vegetables segments. All business segments incurred higher operating costs due to COVID-19. Fresh Fruit cost of sales increased 2%, or $48.3 million, primarily due to higher volumes of bananas in North America and Latin America, and higher volumes of other fruit sold in Europe, including citrus, kiwis, cherries, and apples, coupled with unfavorable foreign currency movements of $4.9 million, primarily related to the Euro. Fresh Vegetables cost of sales increased 8%, or $88.3 million, primarily due to higher volumes and product mix on value added products.

Selling, Marketing and General and Administrative Expenses

Selling, marketing and general and administrative expenses for the fiscal year ended December 31, 2020 decreased 4%, or $8.3 million, to $200.6 million from $208.9 million for the fiscal year ended December 28, 2019. SMG&A expenses decreased primarily due to improvements at Fresh Vegetables due to lower marketing and travel spend.

Transaction, Litigation Settlement and Other Related Costs, Net

Transaction, litigation settlement and other related costs, net were $0.7 million for the fiscal year ended December 31, 2020 and were not material for the fiscal year ended December 28, 2019. The change was primarily due to costs incurred related to the Transaction.

Gain on Asset Sales

The gain on asset sales was $11.2 million for the fiscal year ended December 31, 2020, primarily due to the sale of real estate in Sweden and land in Hawaii. The gain on asset sales for the fiscal year ended December 28, 2019 was $23.4 million and was primarily due to the sale of the Saba fresh cut salad business.

Operating Income

For the fiscal year ended December 31, 2020, operating income increased 9%, or $14.6 million, to $170.7 million from $156.1 million for the fiscal year ended December 28, 2019. The increase in operating income was primarily driven by a higher gross profit and lower SMG&A expense, partially offset by a decrease in gain on asset sales.

Other Expense, Net

For the fiscal year ended December 31, 2020, other expense, net was $29.3 million, compared to $3.3 million for the fiscal year ended December 28, 2019. The change in other expense, net was

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primarily attributable to an increase in losses on foreign intercompany borrowings of $24.4 million primarily due to loans denominated in the Euro and Swedish Krona, an increase in realized losses related to derivative instruments of $8.2 million, and an increase in non-service components of net periodic pension benefit costs of $2.6 million. These changes were partially offset by an increase in unrealized gains related to derivative instruments of $9.5 million.

Interest Income

Interest income for the fiscal year ended December 31, 2020 decreased to $3.1 million, compared to $4.8 million for the fiscal year ended December 28, 2019. Interest income decreased primarily due to lower interest income on grower advance loans due to lower loan balances year-over-year.

Interest Expense

Interest expense for the fiscal year ended December 31, 2020 decreased to $78.3 million, compared to $89.2 million for the fiscal year ended December 28, 2019. Interest expense decreased primarily due to lower interest rates and a lower impact from the unrealized loss on the interest rate swap.

Income Taxes

DFC Holdings recorded income tax expense of $23.8 million on $66.2 million of income from continuing operations for the fiscal year ended December 31, 2020, reflecting a 35.9% effective tax rate for the year. Income tax expense was $24.0 million on $68.4 million of income from continuing operations for the fiscal year ended December 28, 2019, reflecting a 35.1% effective tax rate.

DFC Holdings’ effective tax rate varies significantly from period to period due to the level, mix, and seasonality of earnings generated in our various U.S. and foreign jurisdictions. For the fiscal year ended December 31, 2020, DFC Holdings’ income tax expense differs from the U.S. federal statutory rate applied to pretax income primarily due to the Global Intangible Low-Taxed Income (“GILTI”) and Sec. 163(j) interest expense limitation provisions of the Tax Act, a decrease in liabilities for uncertain tax positions, offset by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate. For the fiscal year ended December 28, 2019, DFC Holdings’ income tax expense differs from the U.S. federal statutory rate applied to pretax income primarily due to GILTI and Section 163(j) interest expense limitation provisions of the Tax Act, as well as non-deductible transaction costs, and an increase in liabilities for uncertain tax positions, offset by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate.

Prior to the enactment of the Tax Act, with few exceptions, U.S. federal income and foreign withholding taxes had not been provided on the excess of the amount for financial reporting over the tax basis of investments in DFC Holdings’ foreign subsidiaries that were essentially permanent in duration. With the enactment of the Tax Act, all post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, DFC Holdings intends to continue to invest most or all of these earnings, as well as capital in these subsidiaries, indefinitely outside of the U.S. and does not expect to incur any significant additional taxes related to such amounts. Also, from time to time, DFC Holdings may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase DFC Holdings’ overall tax expense for that year.

Earnings (Loss) from Equity Method Investments

Earnings (loss) from equity method investments for the fiscal year ended December 31, 2020 increased to $2.1 million, compared to a loss of $0.5 million for the fiscal year ended December 28, 2019, primarily due to higher earnings at Bananera Tepeyac, S.A and Dole Nat Co. S.A equity method investments.

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Discontinued Operations

Discontinued operations were not material for the fiscal year ended December 31, 2020, compared to a loss of $2.5 million for the fiscal year ended December 28, 2019. These losses primarily represent adjustments to tax-related indemnification accruals relating to issues that existed prior to the sale of Dole Asia to ITOCHU Corporation in 2013.

DFC Holdings Fiscal Year 2019 Compared to Fiscal Year 2018

Revenue, net

Revenue for the fiscal year ended December 28, 2019 decreased 1%, or $50.9 million, to $4.52 billion from $4.57 billion for the fiscal year ended December 29, 2018. Fresh Fruit revenues decreased 4%, or $99.9 million, primarily due to the sale of the Saba fresh cut salad business in Sweden and Finland impacting revenue by $76.0 million, as well as unfavorable foreign currency exchange movements that primarily impacted Euro and Swedish krona denominated revenues. The decrease in revenue was partially offset by increases in Fresh Vegetables revenues of 6%, or $66.8 million, primarily due to higher pricing of fresh-packed products, primarily celery, and higher pricing and volume of value added products.

Cost of Sales

Cost of sales for the fiscal year ended December 28, 2019 decreased 2%, or $95.9 million, to $4.17 billion from $4.27 billion for the fiscal year ended December 29, 2018. The decrease in cost of sales was driven primarily by overall decreases in Fresh Fruit costs of products sold of 4%, or $108.5 million, primarily due to the sale of the Saba fresh cut salad business in Sweden and Finland and lower volume of bananas and pineapples in North America. This decrease was coupled with overall lower volumes in the Diversified business segment and favorable foreign currency exchange movements. These decreases were offset slightly by an increase in Fresh Vegetables cost of sales of 1%, or $11.9 million, which increased primarily due to higher costs on a per box basis for fresh-packed products and value added products.

Selling, Marketing and General and Administrative Expenses

Selling, marketing and general and administrative expenses for the fiscal year ended December 28, 2019 decreased 13%, or $30.4 million, to $208.9 million from $239.3 million for the fiscal year ended December 29, 2018. SMG&A expenses decreased primarily due to lower Total Produce acquisition costs and a decrease in restructuring costs.

Transaction, Litigation Settlement and Other Related Costs, Net

Transaction, litigation settlement and other related costs, net, were not material for the fiscal year ended December 28, 2019, and were $1.6 million for the fiscal year ended December 29, 2018.

Gain on Asset Sales

The gain on asset sales for the fiscal year ended December 28, 2019 was $23.4 million and was primarily due to the sale of the Saba fresh cut salad business. The gain on asset sales for the fiscal year ended December 29, 2018 was $13.8 million and was primarily due to the sale of the Corporate headquarters building, as well as land in Hawaii.

Operating Income

For the fiscal year ended December 28, 2019, operating income increased 125%, or $86.7 million, to $156.1 million from $69.4 million for the fiscal year ended December 29, 2018. The increase in operating income was primarily driven by a higher gross profit, lower SMG&A expense, and an increase in gain on asset sales.

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Other Expense, Net

For the fiscal year ended December 28, 2019, other expense, net was $3.3 million, compared to $7.3 million for the fiscal year ended December 29, 2018. The change in other expense, net was primarily attributable to a decrease of net gains on foreign currency denominated intercompany borrowings and an increase in net losses on derivative instruments, offset by an increase in investment gains in the Rabbi Trust investments for executive benefit plans. In addition, the change was attributable to refinancing and other debt related costs in the 2018 fiscal year which were not applicable in the 2019 fiscal year.

Interest Income

Interest income for the fiscal year ended December 28, 2019 increased to $4.8 million, compared to $4.4 million for the fiscal year ended December 29, 2018. Interest income increased primarily due to higher interest income on grower advance loans due to higher loan balances year-over-year.

Interest Expense

Interest expense for the fiscal year ended December 28, 2019 increased to $89.2 million, compared to $85.1 million for the fiscal year ended December 29, 2018. Interest expense increased primarily due to higher interest rates on the term loan and slight increases in the unrealized loss on the interest rate swap.

Income Taxes

Income tax expense was $24.0 million on $68.4 million of income from continuing operations for the fiscal year ended December 28, 2019, reflecting a 35.1% effective tax rate. For the fiscal year ended December 29, 2018, the Company recorded an income tax benefit of $10.3 million on a loss from continuing operations of $18.6 million, reflecting a 55.1% effective tax rate for the year. Income tax expense increased $34.3 million in fiscal year 2019 compared to fiscal year 2018 primarily due to the absence of reductions to the provisional amounts of $32.0 million recorded for the impact of the 2017 Tax Cuts and Jobs Act (“Tax Act”) enacted December 22, 2017.

DFC Holdings’ effective tax rate varies significantly from period to period due to the level, mix, and seasonality of earnings generated in our various U.S. and foreign jurisdictions. For the fiscal year ended December 28, 2019, DFC Holdings’ income tax expense differs from the U.S. federal statutory rate applied to pretax income primarily due to GILTI and Section 163(j) interest expense limitation provisions of the Tax Act, as well as non-deductible transaction costs, and an increase in liabilities for uncertain tax positions, offset by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate. For the fiscal year ended December 29, 2018, DFC Holdings’ income tax benefit differs from the U.S. federal statutory rate applied to pretax loss primarily due to a $32.0 million reduction to the provision estimate of the Tax Act which includes $39.0 million attributable to the utilization of foreign tax credits offset by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate, non-deductible transaction costs, and an increase in liabilities for uncertain tax positions.

Prior to the enactment of the Tax Act, with few exceptions, U.S. federal income and foreign withholding taxes had not been provided on the excess of the amount for financial reporting over the tax basis of investments in DFC Holdings’ foreign subsidiaries that were essentially permanent in duration. With the enactment of the Tax Act, all post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, DFC Holdings intends to continue to invest most or all of these earnings, as well as capital in these subsidiaries, indefinitely outside of the U.S. and does not expect to incur any significant additional taxes related to such amounts. Also, from time to time, DFC Holdings

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may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase DFC Holdings’ overall tax expense for that year.

Earnings (Loss) from Equity Method Investments

Loss from equity method investments decreased to $0.5 million for the fiscal year ended December 28, 2019 compared to a loss of $1.3 million for the fiscal year ended December 29, 2018. The decrease was primarily related to decreases in losses associated with DFC Holdings’ equity investments in Argentina.

Discontinued Operations

Discontinued operations were $2.5 million for the fiscal year ended December 28, 2019 compared to $3.9 million for the fiscal year ended December 29, 2018, respectively. These losses primarily represent adjustments to tax-related indemnification accruals relating to issues that existed prior to the sale of Dole Asia to ITOCHU Corporation in 2013.

DFC Holdings Non-GAAP Financial Measures


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Net income (loss)	$	44,562		$	41,335		$	(13,566	)
Loss from discontinued operations, net of income taxes		43			2,500			3,935
Interest expense from continuing operations		78,250			89,180			85,102
Income tax expense (benefit) from continuing operations		23,782			24,036			(10,280	)

EBIT before discontinued operations		146,637			157,051			65,191
Depreciation and amortization		91,392			88,111			89,612
Net unrealized (gain) loss on derivative instruments*		(11,929	)		11,843			(5,996	)
Net unrealized (gain) loss on foreign denominated intercompany borrowings		15,218			7,275			(10,978	)
Net non-cash settled realized (gain) loss on foreign intercompany borrowings		4,908			(11,584	)		—
Restructuring charges		1,304			2,247			16,927
(Gain) on asset sales		(12,137	)		(23,096	)		(13,766	)
Vegetable recalls and related costs		—			4,186			8,674
Refinancing charges and other debt related costs		—			—			5,459
Litigation and transaction costs		661			1,728			37,415
Asset write-downs		1,428			3,037			—
COVID-19		10,877			—			—

Adjusted EBITDA	$	248,359		$	240,798		$	192,538

In fiscal year 2020, Dole Food Company adopted hedge accounting, which resulted in approximately $11.2 million of pre-tax net unrealized losses on derivative instruments recorded in accumulated other comprehensive loss that would have been included within earnings under the prior accounting treatment. Hedge accounting is not applied retrospectively, and, as result, amounts presented above for this caption are not comparable.

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EBIT before discontinued operations and Adjusted EBITDA are measures commonly used by financial analysts in evaluating the performance of companies. EBIT before discontinued operations is calculated from net income by adding the loss from discontinued operations, net of income taxes, adding interest expense from continuing operations, and adding the income tax expense from continuing operations. Adjusted EBITDA is calculated from EBIT before discontinued operations by: (1) adding depreciation and amortization; (2) adding the net unrealized loss or subtracting the net unrealized gain on derivative instruments; (3) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (4) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (5) adding restructuring charges; (6) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (7) adding vegetable recalls and related costs; (8) adding refinancing charges and other debt related costs; (9) adding litigation and transaction costs; (10) adding asset write-downs; and (11) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. The Company did not add-back any costs related to COVID-19 after the third quarter of 2020. These adjustments, as well as adjustments from net income to EBIT before discontinued operations, have been made because management excludes these amounts when evaluating the performance of Dole Food Company.

DFC Holdings Segment Results of Operations

Selected segment results of operations for the years ended December 31, 2020, December 28, 2019 and December 29, 2018 were as follows.

Revenue, net:


	Year Ended
	December 31, 2020		December 28, 2019			December 29, 2018
	(In thousands)
Fresh Fruit	$	2,763,864	$	2,695,184		$	2,795,071
Fresh Vegetables		1,267,606		1,185,251			1,118,431
Diversified		640,529		635,591			652,615
Corporate		—		(71	)		691

	$	4,671,999	$	4,515,955		$	4,566,808

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Adjusted EBITDA:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Fresh Fruit Adjusted EBITDA	$	209,600		$	197,466		$	205,056
Fresh Vegetables Adjusted EBITDA		47,659			44,457			(5,261	)
Diversified Adjusted EBITDA		33,947			32,621			29,379
Corporate Adjusted EBITDA		(42,847	)		(33,746	)		(36,636	)

	$	248,359		$	240,798		$	192,538

DFC Holdings Fiscal Year 2020 Compared to Fiscal Year 2019

Fresh Fruit

Fresh Fruit revenues for the fiscal year ended December 31, 2020 increased 3%, or $68.7 million, to $2.76 billion from $2.70 billion for the fiscal year ended December 28, 2019. Fresh Fruit revenues increased primarily due to higher sales volumes of bananas sold in North America and Latin America, and higher volumes and prices of other fruit sold in Europe, including citrus, kiwis, cherries, and apples. Revenue also increased due to favorable foreign currency movements of $15.4 million, primarily related to the Euro. These increases were partially offset by lower overall pricing on bananas sold in North America, Europe, and Latin America.

Fresh Fruit Adjusted EBITDA for the fiscal year ended December 31, 2020 increased 6%, or $12.1 million, to $209.6 million from $197.5 million for the fiscal year ended December 28, 2019. Fresh Fruit Adjusted EBITDA increased due to lower fuel and distribution costs and higher volumes on bananas in North America and Latin America. These increases are partially offset by excess bananas sold in non-core territories at lower margins coupled with unfavorable foreign currency movements of $11.7 million, which includes the foreign currency impact on revenue and cost of sales, as well as the impacts from hedging.

Fresh Vegetables

Fresh Vegetables revenues for the fiscal year ended December 31, 2020 increased 7%, or $82.4 million, to $1.27 billion from $1.19 billion for the fiscal year ended December 28, 2019. Fresh Vegetables revenues increased primarily due to favorable volumes and pricing of value added products, partially offset by lower pricing of fresh-packed products, primarily celery, which experienced exceptionally high prices during the prior year.

Fresh Vegetables Adjusted EBITDA for the fiscal year ended December 31, 2020 increased 7%, or $3.2 million, to $47.7 million from $44.5 million for the fiscal year ended December 28, 2019. Fresh Vegetables Adjusted EBITDA increased primarily due to favorable volume and pricing of value added products, cost savings initiatives in packaging and freight, and improved SMG&A expenses, partially offset by the lower prices of fresh-packed products, primarily celery, due to the previously discussed exceptionally high prices in the prior year.

Diversified

Diversified revenues for the fiscal year ended December 31, 2020 increased 1%, or $4.9 million, to $640.5 million from $635.6 million for the fiscal year ended December 28, 2019. Diversified revenues increased primarily due to higher volumes and prices of citrus products in South Africa, coupled with increased volumes of strawberries, blueberries, and raspberries in North America. These

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increases were partially offset by lower sales volumes of grapes related to fewer growers and drought weather conditions, and lower sales volumes of apples, and unfavorable foreign currency movements of $1.3 million.

Diversified Adjusted EBITDA for the fiscal year ended December 31, 2020 increased 4%, or $1.3 million, to $33.9 million from $32.6 million for the fiscal year ended December 28, 2019. Diversified Adjusted EBITDA increased primarily due to favorable foreign currency movements of $3.2 million, which includes the foreign currency impact on revenue and costs of products sold, as well as the impacts from hedging, and increased prices and volumes of citrus products in South Africa and increased volumes of strawberries, blueberries, and raspberries in North America, partially offset by lower sales volumes of grapes and apples.

Corporate

Corporate Adjusted EBITDA for the fiscal year ended December 31, 2020 declined 27%, or $9.1 million, to a loss of $42.8 million from a loss of $33.7 million for the fiscal year ended December 28, 2019. Corporate Adjusted EBITDA declined primarily due to an increase in net realized losses related to hedging activities.

DFC Holdings Fiscal Year 2019 Compared to Fiscal Year 2018

Fresh Fruit

Fresh Fruit revenues for the fiscal year ended December 28, 2019 decreased by 4%, or $99.9 million, to $2.70 billion from $2.80 billion for the fiscal year ended December 29, 2018. Fresh Fruit revenues decreased primarily due to the sale of the Saba fresh cut salad business in Sweden and Finland impacting revenue by $76.0 million, as well as unfavorable foreign currency exchange movements that primarily impacted Euro and Swedish krona denominated revenues. Also contributing to the decrease in Fresh Fruit was lower volume of bananas sold in North America and lower pricing of bananas sold in Europe. These decreases in Fresh Fruit were offset slightly by higher pricing of pineapples.

Fresh Fruit Adjusted EBITDA for the fiscal year ended December 28, 2019 decreased 4%, or $7.6 million, to $197.5 million from $205.1 million for the fiscal year ended December 29, 2018. Fresh Fruit Adjusted EBITDA decreased primarily due to unfavorable foreign currency exchange movements of $12.1 million, which includes the foreign currency impact on revenue and cost of sales, as well as the impacts from hedging. This decrease was partially offset by strong performance of pineapples year-over-year resulting from price increases.

Fresh Vegetables

Fresh Vegetables revenues for the fiscal year ended December 28, 2019 increased 6%, or $66.8 million, to $1.19 billion from $1.12 billion for the fiscal year ended December 29, 2018. Fresh Vegetables revenues increased primarily due to higher pricing of fresh-packed products, primarily celery, and higher pricing and volume of value added products.

Fresh Vegetables Adjusted EBITDA for the fiscal year ended December 28, 2019 increased 945%, or $49.8 million, to a $44.5 million gain from a loss of $5.3 million for the fiscal year ended December 29, 2018. Fresh Vegetables Adjusted EBITDA increased primarily due to the factors mentioned in revenue above, partially offset by higher costs on a per box basis for fresh-packed products and value added products, and lower volume across all major product lines in the fresh-packed products business.

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Diversified

Diversified revenues for the fiscal year ended December 28, 2019 decreased 3%, or $17.0 million, to $635.6 million from $652.6 million for the fiscal year ended December 29, 2018. Diversified revenues decreased primarily due to lower volumes on deciduous fruit in North America and South Africa coupled with unfavorable foreign currency exchange movements of the Chilean peso and South African rand, offset by increases in volumes of cherries in Chile.

Diversified Adjusted EBITDA for the fiscal year ended December 28, 2019 increased 11%, or $3.2 million, to $32.6 million from $29.4 million for the fiscal year ended December 29, 2018. Diversified Adjusted EBITDA increased primarily due to favorable margins, as well as favorable foreign currency exchange movements, which includes the foreign currency impact on revenue and cost of sales, as well as the impacts from hedging.

Corporate

Corporate Adjusted EBITDA for the fiscal year ended December 28, 2019 improved 8%, or $2.9 million, to a loss of $33.7 million from a loss of $36.6 million for the fiscal year ended December 29, 2018. Corporate Adjusted EBITDA improved primarily due to lower general and administrative expenses.

Liquidity and Capital Resources

Total Produce

At March 31, 2021, Total Produce had total outstanding debt of $600.8 million (consisting of the new credit facility discussed in Note 11 ‘Borrowings’ to the unaudited condensed consolidated financial statements included herein). At March 31, 2021, Total Produce had cash and cash equivalents of $358.4 million. Total Produce had approved facilities of $1,231.5 million at March 31, 2021 including revolving credit facilities of $965.8 million and $46.1 million in Committed Loan Notes with the remaining $219.6 million consisting of uncommitted loan note facilities and approved bank overdrafts. At March 31, 2021 the Group had drawn 49% of these facilities.

Included in the total approved loan facilities, is the $500 million multi-currency five-year term senior secured Revolving Credit Facility that was entered into on March 26, 2021 to refinance and replace existing revolving credit facilities of $505 million and to provide extended tenor to the Group. At March 31, 2021 facilities totaling $94 million were cancelled with transitional arrangements in place to provide for the full refinance of all amounts outstanding under those existing revolving credit facilities together with the cancellation of those facilities, which were all completed in early April 2021.

As part of the execution of the $500 million Revolving Credit Facility and the transitional arrangements in place as referred to above, the Group drew down on the $500 million facility in full on March 31, 2021 and placed $232 million on temporary deposit. The drawn amount was reduced to $268 million in early April 2021 using the proceeds of the $232 million deposit.

In early April after the cancellation of revolving credit facilities of $411 million and the use of the $232 million deposit to repay drawn amounts on the Revolving Credit Facility, the Groups total approved facilities total $821 million, with $369 million outstanding.

In the event that the Transaction is not completed, Total Produce believe that they have adequate liquidity to satisfy cash needs for at least 12 months from June 30, 2021. Total Produce generates substantial cash flows from operations and together with its cash balances and long-term debt

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financing provides sufficient liquidity to fund capital expenditures, in addition to business growth investment projects and well as interest and principal repayments on our borrowings for at least the next 12 months from June 30, 2021.

DFC Holdings

As of March 31, 2021, DFC Holdings had total outstanding debt of $1.32 billion, net of debt discounts and debt issuance costs (consisting primarily of the credit facilities as discussed in Note 12 “Notes Payable and Long-Term Debt” to the unaudited condensed consolidated financial statements included herein). Of the total outstanding debt, DFC Holdings had approximately $1.15 billion and $167.3 million of net domestic and foreign debt, respectively. As of March 31, 2021, DFC Holdings had cash and cash equivalents of $48.6 million, consisting of domestic and foreign cash of $14.7 million and $33.9 million, respectively. Management believes that cash generated by U.S. operations will be sufficient to fund U.S. cash flow requirements, and as such, are not projecting any impact on liquidity associated with the repatriation of offshore cash. However, if repatriated funds to the U.S. are necessary, while DFC Holdings will not be subject to federal income tax, DFC Holdings may be subject to withholding taxes applied by the country of origin and state income tax, after utilization of any net operating loss carryforwards. DFC Holdings had $133.7 million available for borrowings under its ABL revolver as of March 31, 2021.

Post Transaction Financing Arrangements

On March 26, 2021, Total Produce entered into the Credit Agreement, which provides for the Revolving Credit Facility, which is available to Total Produce and its subsidiary co-borrowers. The Revolving Credit Facility refinances $524 million of existing revolving credit facilities available to Total Produce and certain of its subsidiaries in place at December 31, 2020 in advance of the Transaction. In the event that the Transaction is not completed, the Revolving Credit Facility will remain in place.

The Credit Agreement also provides for the Term Loan B Facility, to be available upon the consummation of certain conditions provided therein, including the consummation of the Completion.

Following strong demand from bank lenders, Total Produce and Bank of America Securities, Inc., Coöperatieve Rabobank U.A. and Goldman Sachs Bank USA (collectively, the “Term Loan Arrangers”) intend to amend the financing structure by increasing the Revolving Credit Facility to $600.0 million, introducing a new $300.0 million Term Loan A Facility to be provided by commercial banks, which would reduce the Term Loan B Facility to $540.0 million.

On Completion, the Revolving Credit Facility is expected to be available to Dole plc and certain of its subsidiaries, and the Term Loan Facilities is expected to be available to TP USA. Proceeds of the Term Loan Facilities will be used to refinance certain Dole Food Company’s existing credit facilities and senior secured notes and in connection with the Completion, certain bilateral facilities of Total Produce will be terminated. Both of the Term Loans Facilities and the Revolving Credit Facility will be syndicated.

The Facilities are expected to provide long-term sustainable capitalization following the completion of the Transaction, lowering the combined company’s average cost of capital and creating a stronger balance sheet.

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Summary of Cash Flows of Total Produce

The following summarizes Total Produce’s cash flows from operating, investing and financing activities for quarters ended March 31, 2021 and March 31, 2020:


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in millions)
Summary cashflow information:
Net cash used in operating activities		(37.7	)		(45.3	)
Net cash used in investing activities		(9.1	)		(3.3	)
Net cash provided by financing activities		247.9			47.2
Effect of exchange rate changes on cash		(3.2	)		(5.6	)

Net increase in cash and cash equivalents		197.9			(7.0	)
Cash and cash equivalents, beginning		160.5			129.6

Cash and cash equivalents, ending		358.4			122.6

Total Produce Cash Flows from Operating Activities

Net cash used in operations was $37.7 million for the quarter ended March 31, 2021 compared to $45.3 million for the quarter ended March 31, 2020. The decrease in net cash used in operations is primarily due to increase in earnings partially offset by an increased seasonal working capital outflow. The working capital outflow of $67.3 million in the quarter ended March 31, 2021 compares to $62.2 million for quarter ended March 31, 2020.

Total Produce Cash Flows from Investing Activities

Net cash used in investing activities was $9.1 million for quarter ended March 31, 2021 compared to $3.3 million for quarter ended March 31, 2020. This change was due to higher outflows of $8.7 million on capital expenditure in the quarter compared to $6.0 million in quarter ended March 31, 2020. In the comparative quarter ended March 31, 2020 the Group received cash of $2.3 million on the disposal of equity investments. No such proceeds were received in the first quarter of 2021.

Total Produce Cash Flows from Financing Activities

Net cash provided by financing activities was $247.9 million for the quarter ended March 31, 2021 compared to $47.2 million for the quarter ended March 31, 2020. Net cash provided by financing activities for the quarter ended March 31, 2021 consisted of proceeds of $551.3 million on long term debt offset by repayment of long terms debt of $288.9 million due to refinancing of revolving credit facilities, payment of debt issue costs of $7.5 million, $0.5 million of finance lease payments. payment of $4.3 million of dividends to equity shareholders and payment of dividends of $2.2 million to noncontrolling interests. Net cash provided by financing activities for the quarter ended March 31, 2020 consisted of proceeds of $77.2 million on long term debt offset by the repayment of $26.8 million of long-term debt, $1.5 million of finance lease payments and payment of dividends of $1.6 million to noncontrolling interests.

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The following summarizes Total Produce’s cash flows from operating, investing and financing activities for fiscal year 2020, 2019 and 2018:


	Year ended
	December 31, 2020			December 31, 2019			December 31, 2018
	U.S. dollars in millions
Summary cash flow information:
Net cash provided by operating activities	$	144.6		$	75.2		$	65.7
Net cash used in investing activities		(25.6	)		(42.0	)		(328.8	)
Net cash (used in) provided by financing activities		(100.6	)		(19.8	)		269.7
Effect of exchange rate changes on cash		12.5			(0.9	)		(9.6	)

Net (decrease) increase in cash and cash equivalents		30.9			12.5			(3.0	)
Cash and cash equivalents, beginning		129.6			117.1			120.1

Cash and cash equivalents, ending	$	160.5		$	129.6		$	117.1

Total Produce Cash Flows from Operating Activities

Net cash provided by operating activities was $144.6 million for 2020 compared with $75.2 million for 2019, an increase of $69.4 million. The increase in net cash provided by operating activities was principally attributable to a positive working capital inflow of $57.7 million compared to $8.5 million in 2019 primarily from the impact of a change in customer mix on receivables days and continued tight working capital management resulting in lower receivables and higher balances of accounts payable and accrued and other-long-term liabilities. The remainder of the increase was primarily due to the strong earnings growth and initiatives and actions taken by the Group to protect the business and mitigate cash outflows due to COVID-19 with a curtailment of some discretionary expenditure.

Net cash provided by operating activities was $75.2 million for 2019 compared with $65.7 million for 2018, an increase of $9.5 million. The increase in net cash provided by operating activities in 2019 compared to 2018 was principally attributable to a positive working capital inflow of $8.5 million, assisted by an incremental increase in non-recourse trade receivables financing compared to a working capital outflow in 2018 of $20.7 million. (which was due in large part to a decrease in non-recourse trades receivable financing). This was partially offset by a decrease in operating cash flows before working capital outflows with the decrease due to lower earnings in subsidiaries and higher finance costs due to the funding of the acquisition of the initial 45% interest in DFC Holdings.

Total Produce Cash Flows from Financing Activities

Net cash used in financing activities was $100.6 million for 2020 compared to $19.8 million in 2019. Net cash used in financing activities for 2020 consisted primarily of net payments on long-term debt of $58.6 million, lease repayments of $2.8 million, dividends of $11.9 million paid to equity shareholders of the Group, dividends paid to noncontrolling interests of $23.3 million and payments of $4.1 million on the acquisition of shareholdings of non-controlling interests. Net cash used by financing activities for 2019 consisted primarily of net proceeds received from borrowings of long-term debt of $14.0 million net of lease repayments of $1.0 million, dividends of $14.9 million paid to equity shareholders of the Group, and dividends paid to noncontrolling interests of $17.9 million.

Net cash used in financing activities was $19.8 million in 2019 while net cash provided by financing activities was $269.7 million for 2018. Net cash used by financing activities for 2019 consisted primarily of net proceeds on long-term debt of $14.0 million net of lease repayments of

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$1.0 million, dividends of $14.9 million paid to equity shareholders of the Group, and dividends paid to noncontrolling interests of $17.9 million. Net cash provided by financing activities for 2018 consisted primarily of proceeds for the issue of share capital of $174.4 million to fund the initial 45% equity investment in DFC Holdings and net proceeds received from borrowing of long-term debt of $123.6 million net of lease repayments of $0.8 million, dividends of $15.2 million paid to equity shareholders of the Group, dividends paid to noncontrolling interests of $12.4 million and other inflows of $0.1 million.

Total Produce Cash Flows from Investing Activities

Net cash used in investing activities was $25.6 million for 2020 compared to $42.0 million for 2019. This change was primarily driven by a higher net cash outflow in 2019 on acquisition of subsidiaries, higher outflows on investments in equity accounted affiliates and higher payment of contingent consideration. The above decreases in cash outflows were partially offset by lower proceeds from disposal of equity investments in 2020. Outflows from capital expenditures in 2020 were $23.2 million compared to $27.0 million in 2019 due in part to the deferral of some non-essential capital expenditure as part of initiatives to protect the business due to COVID-19.

Net cash used in investing activities was $42.0 million for 2019 compared to $328.8 million for 2018. This change was primarily driven by a higher cash outflow in 2018 relating to investments in unconsolidated companies of $294.0 million in 2018 compared to $8.2 million in 2019, this as a result of the purchase of a 45% stake in DFC Holdings in 2018 with smaller outflow in 2019 due to the final payment of the Dole Food Company transaction costs and small investments in a number of joint ventures in Europe. The remainder of the change is due to lower cash outflows from capital expenditure in 2019 of $27.0 million compared to $35.7 million in 2018 and higher proceeds from disposal of equity investments in 2019 when compared to 2018. This was partially offset by a higher net cash outflow in 2019 on the purchase of certain businesses and higher payments of contingent consideration in 2019 relating to prior period acquisitions.

Summary of Cash Flows of DFC Holdings

The following summarizes Dole Food Company’s cash flows from operating, investing and financing activities for quarters ended March 31, 2021 and March 31, 2020:


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Cash flow provided by (used in):
Operating activities	$	(4,401	)	$	(7,928	)
Investing activities		(26,582	)		(16,653	)
Financing activities		13,661			34,935
Foreign currency impact		(850	)		(1,667	)

Increase (decrease) in cash	$	(18,172	)	$	8,687

Cash flow used in operations was $4.4 million for the quarter ended March 31, 2021, compared to cash flow used in operations of $7.9 million for the quarter ended March 31, 2020. The decrease in cash flow used in operating activities is primarily related to the timing of accrued property, plant and equipment, partially offset by an increase in operating cash flow used in trade receivables and inventories primarily due to timing.

Cash flow used in investing activities was $26.6 million for the quarter ended March 31, 2021, compared to cash flow used in investing activities of $16.7 million for the quarter ended March 31,

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2020. The increase in cash flow used for investing activities was primarily due to additional cash payments related to capital expenditures of $23.6 million for the quarter ended March 31, 2021 over the quarter ended March 31, 2020, partially offset by higher insurance proceeds and proceeds from the sale of assets quarter-over-quarter.

Cash flow provided by financing activities was $13.7 million for the quarter ended March 31, 2021, compared to cash flow provided by financing activities of $34.9 million for the quarter ended March 31, 2020. The decrease in cash flow provided from financing activities was primarily attributable to lower debt borrowings (net of repayments) of $21.5 million quarter-over-quarter.

The following summarizes DFC Holdings’ cash flows from operating, investing and financing activities for fiscal year 2020, 2019 and 2018:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Cash flow provided by (used in):
Operating activities	$	151,114		$	72,274		$	(31,958)
Investing activities		(63,762	)		(14,904	)		12,982
Financing activities		(88,104	)		(53,059	)		(49,255	)
Foreign currency impact		2,633			(1,556	)		(2,189	)

Increase (decrease) in cash	$	1,881		$	2,755		$	(70,420)

DFC Holdings Cash Flows from Operating Activities

Cash flow provided by operations was $151.1 million for the year ended December 31, 2020, compared to cash flow provided by operations of $72.3 million for the year ended December 28, 2019. During the year ended December 28, 2019, the Company paid a non-recurring $21.7 million tax settlement, and interest payments on borrowings were $8.5 million higher than the year ended December 31, 2020. The remainder of the increase resulted from increases to operating cash flows for payables due to timing of cash payments made and an overall improvement in trade receivable days sales outstanding, partially offset by the timing of inventory and prepaid expenses.

Cash flow provided by operating activities was $72.3 million for the fiscal year ended December 28, 2019, compared to cash used in operations of $32.0 million for the fiscal year ended December 29, 2018. The increase in cash flow was primarily due to higher operating income, as well as an increase in operating cash flows for inventory and income taxes, due to the timing of receipts and deferred taxes. These increases were partially offset by decreases in operating cash flows for accounts payable, due to the timing of cash payments, and the change in the provision for deferred income taxes.

DFC Holdings Cash Flows from Investing Activities

Cash flow used in investing activities was $63.8 million for the fiscal year ended December 31, 2020, compared to cash flow used by investing activities of $14.9 million for the fiscal year ended December 28, 2019. The increase in cash flow used for investing activities was primarily due to lower proceeds from the sale of assets of $43.5 million for the fiscal year ended December 31, 2020 compared to the fiscal year ended December 28, 2019. Also contributing to the increase in cash flow used for investing activities were additional cash payments related to capital expenditures of $6.4 million for the fiscal year ended December 31, 2020 over the fiscal year ended December 28, 2019.

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Cash flow used in investing activities was $14.9 million for the fiscal year ended December 28, 2019, compared to cash flow provided by investing activities of $13.0 million for the fiscal year ended December 29, 2018. The decrease in cash flow was primarily due to lower proceeds from the sales of assets, partially offset by higher purchases of property, plant and equipment.

DFC Holdings Cash Flows from Financing Activities

Cash flow used in financing activities was $88.1 million for the fiscal year ended December 31, 2020, compared to cash flow used in financing activities of $53.1 million for the fiscal year ended December 28, 2019. The increase in cash used by financing activities was primarily attributable to higher debt repayments (net of borrowings) of $35.5 million year-over-year.

Cash flow used in financing activities was $53.1 million for the fiscal year ended December 28, 2019, compared to cash flow used in financing activities of $49.3 million for the fiscal year ended December 29, 2018. The increase in cash used in financing activities was primarily attributable to higher debt repayments, net of borrowings, partially offset by payment of debt issuance costs in fiscal year 2018 and less affiliate transaction costs incurred during fiscal year 2019 as compared to fiscal year 2018.

Finance Lease Obligations

At December 31, 2020, Total Produce’s finance lease obligations of $9.6 million primarily relate to plant and equipment and motor vehicles in Europe. See Note 21 “Leases” to the consolidated financial statements of Total Produce included elsewhere in this prospectus for additional detail on finance lease obligations including maturities.

At December 31, 2020, Dole Food Company’s finance lease obligations of $41.1 million primarily relate to machinery and equipment and vessel containers which continue through to 2032. See Note 14 “Leases” to the consolidated financial statements of DFC Holdings included elsewhere in this prospectus for additional detail on finance lease obligations including maturities.

Off-Balance Sheet Arrangements

Total Produce manages the credit risk of a portion of its trade receivables through the use of non-recourse trade receivables arrangements with a total facility amount of $ 115.3 million (€94.0 million). Under the terms of these agreements the Group has transferred substantially all of the credit risk of the trade receivables which are subject to these agreements. At December 31, 2020 trade receivables amounting to $57.6 million have been derecognized.

Dole Food Company does not have any material off-balance sheet financing arrangements.

Guarantees

Total Produce at December 31, 2020 has guaranteed bank borrowings of $12.3 million within investments accounted for under the equity method.

As of December 31, 2020 and December 28, 2019, Dole Food Company had total letters of credit, bank guarantees and surety bonds outstanding of $68.3 million and $89.6 million, respectively.

During the year ended December 31, 2020, a third-party supplier suffered a fire at one of its facilities. In order to ensure continued supplies, Dole Food Company provided a guarantee for

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$4.0 million of obligations of the third-party supplier. The guarantee has terms of less than a year and would require payment from Dole Food Company in the event of default. Dole Food Company is entitled to offset any current or future payable balances to the third-party with any payments made under the guarantee. As of December 31, 2020, Dole Food Company believes the risk of default by the third-party to be improbable and the resulting liability for the guarantee to not be material to Dole Food Company’s overall financial position or results of operations.

Critical Accounting Policies and Estimates

The discussion and analysis of financial condition and results of operations included herein are based upon the Consolidated Financial Statements included elsewhere in this prospectus. The preparation of such Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates.

Our critical accounting policies are those that materially affect our Consolidated Financial Statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing the consolidated financial statements of both Total Produce plc and DFC Holdings. We believe that the critical accounting policies listed below are the most difficult management decisions as they involve the use of significant estimates and assumptions as described above.

See Note 2 “Basis of Preparation and Summary of Significant Accounting Policies” to each of the consolidated financial statements of Total Produce and DFC Holdings, respectively, included elsewhere in this prospectus for more information on Accounting Policies.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents amounts arising on the acquisition of subsidiaries or equity-accounted affiliates as a result of the fair value of consideration transferred exceeding the fair value of net identifiable assets and liabilities assumed in a business combination. Goodwill is allocated to reporting units and is not amortized but is tested annually for impairment at a consistent time each financial year and more frequently when events or changes in circumstance indicate that it may be impaired. Following the adoption of ASU 2017-04, Simplifying the Test for Goodwill Impairment, which was adopted early on January 1, 2017 and applied to goodwill impairment testing from 2017.

During the annual goodwill impairment test performed, we assessed qualitative and in the case of Total Produce plc quantitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than it’s carrying value. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit. Quantitative factors include forecasted EBITDA and determination of recoverable amount. Based on the results of the qualitative impairment test for 2020, we determined that it was not more likely than not that the fair value was less than the carrying value of our reporting units.

Our impairments of goodwill are generally estimated using the income or market approach, or a combination thereof. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income-

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producing assets. The cash flow projections in the fair value analysis are considered Level 3 inputs and consist of management’s estimates of revenue growth rates and profitability. The values applied to these key assumptions are derived from a combination of external and internal factors, based on past experience together with management’s future expectations about business performance.

Total Produce’s earnings are significantly dependent on the selling prices and margins obtained for products sold. These, in turn, are largely determined by market supply and demand. Fresh produce supplies are affected by the geography of production, growing conditions, climate, seasonality and perishability. Market demand is a function of population size, per capita consumption, the availability and quality of individual products, competing products, climatic, economic and other general conditions in the marketplace. Excess produce leading to reduced selling prices (particularly for products purchased under contract) could have a material adverse effect on the Group’s business, results of operations and financial condition.

The discount rate used in the fair value analysis reflects the current market assessment of the risk specific to each reporting unit. The discount rates were estimated by calculating a reporting unit specific weighted average cost of capital to reflect the market assessment of risks specific to each reporting unit for which the cash flow projections have not been adjusted.

The DOLE brand, consisting of the DOLE trademark and trade name is considered to have an indefinite life because it is expected to generate cash flows indefinitely. This indefinite-lived intangible asset is not amortized but is reviewed for impairment as of the last day of the fourth quarter of each fiscal year, or sooner if impairment indicators arise. We generally estimate the fair value of our indefinite-lived intangible assets using a discounted cash flow approach.

The fair value of the reporting units’ goodwill, and the DOLE brand are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. If the goodwill and DOLE brand reporting units do not perform to expected levels, the related goodwill and DOLE brand may be at risk for impairment in the future.

As of December 31, 2020, we are not aware of any items or events that would cause an adjustment to the carrying value of our goodwill and indefinite-lived intangible assets.

Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. Both Total Produce and Dole Food Company account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of

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discontinued operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We (1) record unrecognized tax benefits as liabilities in accordance with ASC 740 and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

In the normal course of business, both Dole Food Company and Total Produce and its respective subsidiaries are examined by various federal, state and foreign tax authorities. Our management regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of its provision for income taxes. We establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In addition, once the recognition threshold for the tax position is met, only the portion of the tax benefit that is greater than 50 percent likely to be realized upon settlement with a taxing authority is recorded. The impact of provisions for uncertain tax positions, as well as the related net interest and penalties, are included in income taxes in the consolidated statements of operations.

Pension and Other Post-retirement Benefits

Both Total Produce and Dole Food Company have a number of pension and other post-retirement benefit plans.

Dole Food Company have qualified and nonqualified defined benefit pension plans covering some full-time employees. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for certain plans covering union employees, which are based on negotiated benefits. Pension costs and obligations are calculated based on actuarial assumptions including discount rates, compensation increases, expected return on plan assets, mortality rates and other factors.

Pension obligations and expenses are most sensitive to the expected return on pension plan assets and discount rate assumptions. Management determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years for the asset classes in which the plan’s assets are invested. In the absence of a change in our asset allocation or investment philosophy, this estimate is not expected to vary significantly from year to year. The 2020 and 2019 pension expense was determined using an expected annual rate of return on U.S. plan assets of 6.0%. At December 31, 2020, our U.S. pension plan investment portfolio was invested approximately 34% in equity securities and 66% in fixed income securities. A 25-basis point change in the expected rate of return on pension plan assets would impact annual pension expense by $0.5 million.

The discount rate of 2.14% in 2020 and 2.94% in 2019 for our U.S. pension plan was determined based on a hypothetical portfolio of high-quality, non-callable, zero-coupon bonds with amounts and

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maturities that match the projected future benefit payments from that plan. A 25-basis point decrease in the assumed discount rate would increase the projected benefit obligation for the U.S. pension plans by $6.6 million and decrease the annual expense by $0.2 million.

Dole Food Company’s international pension plans’ weighted average discount rate was 6.32% and 6.88% for 2020 and 2019, respectively. A 25-basis point decrease in the assumed discount rate of the foreign plans would increase the projected benefit obligation by approximately $2.3 million and decrease the annual expense by approximately $0.4 million.

Total Produce operate six funded defined benefit pension plans for certain employees of the Group. Two of these plans are based in Ireland, two are based in the United Kingdom with two small schemes in the Netherlands and Canada. The pension benefits are primarily determined based on years of service and the levels of salary. The plans in Ireland have been closed to new entrants since 2009 and salaries for defined benefit purposes have been capped. Both of the UK schemes are closed to new entrants and accrual. The schemes in the Netherlands and North America are also closed to new entrants.

Pension obligations and expenses are most sensitive to the expected return on pension plan assets and discount rate assumptions. Management determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years for the asset classes in which the plan’s assets are invested. In the absence of a change in our asset allocation or investment philosophy, this estimate is not expected to vary significantly from year to year. The 2020 pension expense was determined using an expected annual rate of return of plan assets of 2.0% to 6.2%. At December 31, 2020, pension plan investment portfolio was invested approximately 47% in fixed income securities, 24% in equity securities with the remainder in Property Funds, Cash, Insurance Contracts and Other. A 25-basis point change in the expected rate of return on pension plan assets would impact annual expense by $0.1 million.

The discount rates outlined below were determined by reference to market yields at the balance sheet date on high quality corporate bonds, and generally this is set to be the current rate of return on AA rated corporate bonds of equivalent currency and term to the liabilities. The discount rates on the Eurozone (Ireland and Netherlands) and UK schemes are set out below;


	Eurozone			UK
2020 discount rate		1.08	%		1.4	%
2019 discount rate		1.40	%		2.0	%

A 25-basis point decrease in the assumed discount rate would increase the projected benefit obligation for the Total Produce defined benefit plans by $13.3 million and decrease the annual expense by $0.1 million.

While management of both Dole Food Company and Total Produce believe that the assumptions used are appropriate, actual results may differ materially from these assumptions. These differences may impact the amount of pension and other postretirement obligations and future expense. Refer to the notes to the consolidated financial statements of both Dole Food Company and Total Produce that are included elsewhere in this registration statement for additional details of our pension and other postretirement benefit plans.

Contingencies

At each financial statement date, we apply judgements based upon specific facts and circumstances to determine whether it is probable that an asset has been impaired or a liability has

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been incurred. If we determine that it is probable that an asset has been impaired or a liability has been incurred we then apply additional judgments to determine whether the amount of the loss can be reasonably estimated. The amount of estimable loss is determined by assessing the specific facts and circumstances related to the applicable asset or potential liability, gaining an understanding of the range of possible outcomes, and determining the most likely amount within the range. Refer to the notes to our financial statements for additional information regarding our accounting for contingencies.

Quantitative and Qualitative Disclosures About Market Risk

Both Total Produce and Dole Food Company are exposed to market risk from changes in currency exchange rates, interest rates and other market price risk such as commodity price risk, which may adversely affect our results of operations and financial condition. Both groups seek to minimize the risks from these currency exchange rate, interest rate and bunker fuel fluctuations through our regular operating and financing activities. Total Produce uses derivative instruments to hedge against fluctuations in foreign currency exchange rate movements and bunker fuel prices. Total Produce also uses interest rate swaps to hedge against variable rate interest rate movements. Total Produce does not utilize derivatives for trading or other speculative purposes.

Foreign Currency Exchange Rate Risk

Because both Dole Food Company and Total Produce conduct our operations in many areas of the world involving transactions denominated in a variety of currencies, our results of operations as expressed in U.S. dollars may be significantly affected by fluctuations in rates of exchange between currencies.

Dole Food Company’s products are sourced, grown and processed from approximately 20 countries in various regions, and then marketed and distributed to over 75 countries worldwide. Our international sales are usually transacted in U.S. dollars and major European currencies. Some of our costs are incurred in currencies different from those received from the sale of products. Results of operations may be affected by fluctuations in currency exchange rates in both sourcing and selling locations.

Approximately 20% of Dole Food Company’s sales are denominated in foreign currencies, which primarily consist of sales denominated in euro. Product and shipping costs associated with a significant portion of these sales are U.S. dollar denominated. In 2020, we had approximately $855 million of annual sales denominated in foreign currencies and if U.S. dollar exchange rates versus the euro and other currencies during fiscal year 2020 had remained unchanged from fiscal year 2019 our revenues would have been lower by approximately $15.4 million.

Dole Food Company sources the majority of its products in foreign locations and accordingly is exposed to changes in exchange rates between the U.S. dollar and currencies in these sourcing locations. Our exposure to exchange rate fluctuations in these sourcing locations is partially mitigated by entering into U.S. dollar denominated contracts for third-party purchased product and most other major supply agreements, including shipping contracts. However, we are still exposed to those costs that are denominated in local currencies, primarily the euro. If U.S. dollar exchange rates versus these currencies during fiscal year 2020 and fiscal year 2019 had remained unchanged from 2019, our cost of sales would have been lower by approximately $1.6 million. A 10% strengthening of dollar relative to Dole Food Company’s foreign currency exposure would lower reported revenue and operating income by approximately $86 million and $50 million, respectively excluding the impact of foreign currency exchange hedges.

Some of Dole Food Company’s divisions operate in functional currencies other than the U.S. dollar. The net assets of these divisions are exposed to foreign currency translation gains and

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losses, which are included as a component of accumulated other comprehensive loss in shareholders’ equity. Such translation resulted in unrealized losses of approximately $25.6 million in 2020. We have not historically attempted to hedge this equity risk.

As part of Dole Food Company’s risk management strategy, we use derivative instruments to hedge certain foreign currency exchange rate exposures. Our objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings. We use foreign currency exchange forward contracts to reduce our risk related to anticipated dollar equivalent foreign currency cash flows, primarily forecasted revenue transactions and forecasted operating expenses. See Note 15 “Commitments and Contingencies” to each of the consolidated financial statements of Total Produce and DFC Holdings, respectively, included herein for additional information. See Note 15 “Derivative Financial Instruments” to the consolidated financial statements of DFC Holdings included herein for additional information regarding our derivative instruments and hedging activities.

At December 31, 2020, Dole Food Company’s foreign currency hedge portfolio was as follows:


	Notional Amount
Foreign currency forward contracts:
Euro		€261.4 million
U.S. dollar		$0.4 million
Swedish Krona		8.3 million kr
Chilean Peso		CLP 6.0 billion
South African Rand		R 101.3 million

Total Produce is an international Group with significant operations in Europe and North America with some operations in Brazil and equity accounted affiliates in India, Morocco and South America. Total Produce is exposed to both foreign currency translational risk and foreign currency transactional risk.

Total Produce’s presentational currency is the U.S. dollar. As the Group has significant operations in foreign currency denominated operations in Europe, the Group is exposed to foreign currency risk on translation of the results of these foreign currency denominated operations to U.S. dollar. For fiscal year 2020, 24% of Group revenue was in operations denominated in U.S. dollar, 34% in Euro denominated operations, 15% in Swedish Krona denominated operations, 15% in operations denominated in Sterling with the remaining 12% in operations denominated in Canadian Dollar, Czech Koruna, Danish Krone and Brazilian Real. If the U.S. dollar exchange rates in 2020, had remained unchanged from the 2019 rates, the Group’s revenues and operating income would have been lower by approximately $25 million and $0.4 million respectively due to the weakening of the U.S. dollar against both Sterling and Swedish Krona in fiscal year 2020, partly offset by the impact of the U.S. dollar strengthening against the Brazilian Real. For fiscal year 2019 if the U.S. dollar exchange rates in 2019, had remained unchanged from the 2018 rates, the Group’s revenues and operating income would have been higher by approximately $177 million and $2.1 million respectively primarily due to the strengthening of the U.S. dollar against Euro, Sterling and Swedish Krona and to a lesser extent Danish Krone and Czech Koruna in fiscal year 2019.

In addition, we estimate that if U.S. dollar were to strengthen by 10% relative to the following currencies it would have the following estimated impact on translation of the results of these foreign currency denominated operations to U.S. dollar;

•

a 10% strengthening of dollar relative to Euro would lower reported revenue and operating income by approximately $130 million and $1.0 million respectively.

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•

a 10% strengthening of dollar relative to the Swedish Krona would lower reported revenue and operating income by approximately $57 million and $1.3 million respectively.

•

a 10% strengthening of dollar relative to the Swedish Krona would lower reported revenue and operating income by approximately $56 million and $1.0 million respectively.

Total Produce is also exposed to transactional foreign exchange rate risk arising from foreign currency transactions assets and liabilities. The Group’s companies in the United Kingdom, Sweden, Denmark and the Czech Republic purchase a significant volume of fruit in Euro and such currency risks are managed by utilizing spot and forward foreign currency contracts where appropriate. Given the short-term nature of the payables and receivables and the hedging strategy in place, transactional foreign exchange risk in these entities is not material from a Group point of view. The vast majority of the transactions entered into by the Group’s entities in the Eurozone are denominated in their functional Euro currency and the majority of transactions entered into by the Group’s entities in North America are in U.S. dollar and therefore no material transactional risk arises in these entities.

At December 31, 2020, Total Produce’s foreign currency hedge portfolio to manage the described transactional currency risk was as follows:


	Notional Amount
Foreign currency forward contracts:
Euro	€	18.3 million
U.S. dollar	$	9.2 million
Sterling	£	10.2 million

A significant portion of the Group’s operations are in entities outside the United States. There are significant operations in Ireland, Spain, Holland, the United Kingdom, Sweden, Denmark and Canada which operate in functional currencies other than the U.S. dollar. The net assets of these divisions are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive loss in shareholders’ equity. The Group has hedged a portion of this foreign currency translation risk by generally financing initial overseas investments through foreign currency borrowings which naturally hedges the foreign currency investment. Such translation resulted in unrealized gains of $21.9 million in 2020 net of foreign exchange rate losses on borrowing that hedged a portion of the investments. This was due to the weakening on the U.S. dollar exchange rate at December 31, 2020 primarily against the Euro, Sterling and Swedish Krona

Commodity Sales Price Risk

Commodity pricing exposures include the potential impacts of weather phenomena and their effect on industry volumes, prices, product quality and costs. We manage our exposure to commodity price risk primarily through our regular operating activities; however, significant commodity price fluctuations, particularly for bananas, pineapples, fresh-packed vegetables and berries, could have a material impact on our results of operations.

Commodity Purchase Price Risk

We use a number of commodities in our operations, including containerboard in our packaging containers and bunker fuel for our vessels. We are most exposed to market fluctuations in prices of containerboard and fuel. We currently estimate that a 10% increase in the price of containerboard would lower operating income by approximately $11.4 million and a 10% increase in the price of bunker fuel would lower operating income by approximately $7.2 million.

We enter into bunker fuel hedges to reduce our risk related to price fluctuations on anticipated bunker fuel purchases. At December 31, 2020, bunker fuel hedges had an aggregate outstanding

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notional amount of 54.2 thousand metric tons. The fair value of the bunker fuel hedges at December 31, 2020 was an asset of $4.7 million and for the fiscal year ended December 31, 2020, we recorded realized gains of $1.9 million and unrealized gains of $ 3.3 million.

Interest Rate Risk

As described in “Description of Certain Indebtedness,” on consummation of the Completion, Dole plc will have $ million in indebtedness by way of the Facilities. Proceeds of the Term Loan Facilities will be used to refinance certain Dole Food Company’s existing credit facilities and senior secured notes and in connection with the Completion, certain bilateral facilities of Total Produce will be terminated. Each of the Facilities will be syndicated. Each of the Facilities are variable rate facilities and therefore changes in interest rates in our indebtedness could have a material effect on our financial statements.

To reduce interest rate risk, Dole plc may enter into interest rate swaps in order to hedge the risk of the fluctuation on future interest expense related to variable rates interest borrowings.

Assuming no hedging instruments are put in place, Dole plc estimates that a 1% increase in interest rates would result in a negative impact of $10.5 million on the results of our operations.

Recent Accounting Pronouncements

For a description of recently issued accounting pronouncements, refer to Note 3, “New Accounting Pronouncements” to each of the consolidated financial statements of Total Produce and DFC Holdings, respectively, included in Item 8. Exhibits and Financial Statement Schedules.

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BUSINESS

Company Overview

We are the premier global leader in fresh fruits and vegetables. We offer over 300 products grown and sourced both locally and globally from over 30 countries in various regions, which are distributed and marketed in over 80 countries, across retail, wholesale, and foodservice channels. Our most significant products hold leading positions in their respective categories and territories. By way of example, we are one of the world’s largest producers of fresh bananas and pineapples, one of the leaders in Value Added Salads (based on Nielsen data as of April 24, 2021) and Fresh Packed Vegetables (based on Dole estimated rankings) in the United States, and have a growing presence in categories such as berries, avocados, and organic produce. The fresh fruits and vegetables segment had total sales of $335 billion in 2019 in North America and Europe according to GlobalData. In fiscal year 2020 fresh fruits and fresh vegetables represented 72% and 28% of pro forma Revenue, respectively, with North America and Europe contributing 49% and 45% of pro forma Revenue, respectively.

Our business is aligned with both environmental and social themes as we market the most nutritious foods along with the lowest carbon, water and ecological footprints of all the primary food groups (per Barilla). Fresh fruits and vegetables and plant-based products in general are associated with the lowest greenhouse gas emissions of all other staple foods. From a social perspective, the importance of eating fresh fruits and vegetables has long been recognized as core to any healthy eating strategy. Our goal is to build a healthier, more sustainable tomorrow by increasing per capita consumption of fruits and vegetables today with a clear mission to “Make the World a Healthier Place.”

Our business operates through a number of business-to-business and business-to-consumer brands, the most notable being our iconic DOLE brand. DOLE is the most recognized brand within fresh produce in the United States. This is evidenced by 73% fresh fruit unaided consumer brand awareness (measured by asking the following question to survey responders—’Which fresh fruit brands do you know, even if only by name?’), 42 percentage points higher than that of our closest competitor, according to a survey conducted in 2020 by IPSOS across 15 fruits and vegetables brands with a sample size of 1,000 people aged 18-75 years old in the United States. Notably, 55% of respondents to this same survey nominated DOLE as their favorite fruit brand. The DOLE brand is well established and also has a growing appeal with younger millennial shoppers, ranking within the ten fastest growing brands among millennials in the United States in 2019 according to Morning Consult. We believe that consumers and retailers in our key markets recognize and associate the DOLE brand with healthy, high quality and premium food products and the brand is very much aligned with health and wellness trends.

Our business philosophy is to be local at heart but global by nature. Our business model is centered around creating a vertically integrated business including our own production and sourcing capabilities as well as control areas of the supply chain and distribution. Our global production, sourcing and logistics capabilities, coupled with on-the-ground local expertise, presence, and distribution network, allow us to market a diverse and differentiated set of global products within the local territories we serve. Additionally, our owned acreage, combined with a multi-continental sourcing model, provides us with operating flexibility and product availability throughout the year. Within many territories in Europe we operate a partnership model with our grocery retail customers, offering fresh produce category holistic management solutions and in some cases managing entire categories within their stores.

Our vertically integrated business model is supported by a valuable and extensive strategic infrastructure and asset base with total pro forma assets of approximately $4.7 billion as of

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December 31, 2020. As of March 31, 2021, we owned approximately 109,000 acres of farms and other land holdings around the world, including approximately 5,000 acres of actively marketed surplus land for sale in Oahu, Hawaii. In addition, as of March 31, 2021, we owned a fleet of ten refrigerated container carriers and six pallet friendly conventional refrigerated ships. We also owned or leased approximately 16,800 refrigerated containers and 740 dry containers. The breadth and depth of our local presence is evidenced by approximately 250 facilities globally, including approximately five salad manufacturing plants, twelve cold storage facilities, 75 packing houses and 162 distribution and manufacturing facilities. In addition to our owned asset base, we have developed long-standing relationships with independent growers across the globe, including international partnerships and joint ventures, which provide us additional operational flexibility and extended range and availability.

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Industry Overview and Market Opportunity

Consumers are also increasingly demanding local produce, with 28% of global respondents looking to buy food that is produced as close to where they live as possible, per Empathy Research.

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We believe we are well positioned to capitalize on these trends through our dual global and local farming and sourcing capabilities. Fresh produce is also a key growth driver in grocery stores, contributing to higher footfall at the perimeter of the store at the expense of center of store, as evidenced by U.S. Nielsen data for the period between 2017 and 2019. While the center of store briefly outpaced produce during the COVID-19 pandemic as consumers sought the security of pantry loading, in the 26 weeks ending February 27, 2021, produce regained its position as a key growth driver with 11% growth over this time period compared with 10% growth for center of store categories, per U.S. Nielsen dollar sales data.

Historical and Projected Fresh Fruit & Vegetable Industry (North America and Europe)

North American and European fresh fruit and vegetable growth is expected to accelerate driven by consumer trends towards health & wellness and more nutritious foods

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Source: GlobalData

Our Competitive Strengths

We believe that the following strengths position us to develop and maintain the competitive advantages and leading positions that are critical to our continued success.

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An Established Global and Local Leader in a Large and Structurally Growing Category

Largest Produce Peers by Revenue

(in billions)

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Source: Latest public filings, 3rd party research.

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Source: Nielsen 2018-2020 Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter).

Highly Diversified Product and Services Offering, Sourcing and Customer Base

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Our customers are leading retail, wholesale and foodservice customers in North America, Latin America and Europe, none of which contributed more than 10% of total sales in fiscal year 2020.


Dole plc Product Mix		Dole plc Geographic Mix


Note: Based on FY 2020 pro forma Revenue		Note: Based on FY 2020 pro forma Revenue

Diversified Sourcing Network

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Note: Maps represent main sourcing locations and not reflective of the entire Dole plc sourcing network.

Iconic DOLE Brand with Industry Leading Customer Awareness

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of respondents identified DOLE as a likeable brand, 55% of respondents nominated DOLE as their favorite fruit brand, and 53% of respondents declared a willingness to pay a little more for the DOLE brand. Through our global marketing efforts, we believe we have made the distinctive red “DOLE” letters and sunburst a familiar symbol of freshness and quality, widely recognized by consumers around the world for providing healthy food products. The DOLE brand supports our leading positions in the segments we serve. Going forward, Dole plc intends to build upon the recognition and trust that the DOLE brand has earned to broaden its footprint, extend its categories, and attract new customers.

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Strong Control Over Supply Chain from Differentiated, Vertically Integrated Business Model

Dole plc is unique in its capacity to deliver the best of both worlds: the collective strength, resources and supply chain influence of a global leader with the service and market focus of a local operator. Our strategic asset base across the globe, with total pro forma assets of approximately $4.7 billion in fiscal year 2020, gives us superior control over production, processing, warehousing and transportation. Fresh produce is generally perishable and must be brought to market and sold soon after harvest, with selling prices depending on many factors, including the availability and quality of the produce items. Our control over the supply chain positions us to consistently and efficiently deliver fresh fruits and vegetables to our consumers in pristine condition on a global scale.

Our quality starts on the farm. As of March 31, 2021, we owned over 109,000 acres of land around the world and leased approximately 14,000 acres. Locally, across each of the categories in which we operate, we have developed enduring relationships with hundreds of local growers, investing in their businesses and providing agronomic, commercial and promotional support. This broad ownership across regions of production assets provides the ability to manage costs and improve commercial opportunities with our independent growers, further strengthening our low cost positioning. In addition, as of March 31, 2021, we owned a fleet of ten self-sustained refrigerated container carriers and six pallet friendly conventional refrigerated ships with container-carrying capacity on deck. We have since taken delivery of one more self-sustained refrigerated container carrier, have sold one self-sustained refrigerated container carrier that had reached the end of its useful life, and are planning to sell three additional self-sustained refrigerated container carriers that have reached the end of their useful lives. On a go-forward basis we will operate eleven of our vessels and charter two to a third party. We also cover part of our shipping requirements under contracts with existing liner services and occasionally charter vessels for short periods on either a time or voyage basis when required. We also owned or leased approximately 16,800 refrigerated containers, 740 dry containers, 5,500 chassis, 4,800 generator sets, and 250 facilities worldwide as of as March 31, 2021. Our supply chain gives us the tools to deliver on service, quality and cost. It also allows us to serve our customers with both the end-to-end solution and the supply chain transparency they are increasingly asking for.

Dole plc is at the Forefront of Environmental and Social Issues, Marketing a Portfolio of Healthy, Nutritious and Sustainable Produce

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Achieving 30% reduction in Total Produce group-wide market place emissions and net zero carbon emissions from Dole Food Company-owned farms;

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Achieving 100% optimized water practices in managed farms and packing facilities;

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Ensuring all group banana and pineapple packaging is recyclable or compostable;

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Reducing shipping emissions by 30%;

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Hitting 750 million cumulative impressions promoting health and well-being across Dole Media platforms;

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Investing $0.07 per box of Dole Food Company bananas to fund local social impact projects;

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Implementing blockchain product-tagging technology or advanced traceability solutions; and

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Extending the use of SEDEX, which is one of the world’s leading online platforms for companies to manage and improve working conditions in global supply chains, to all Total Produce operations.

Greenhouse Gas Emissions Per Kilogram of Food Product

(kg CO2-equivalents Per kg Product)

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Source: Vox (“How to reduce your food’s carbon footprint, in 2 charts,” 2020).

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Executive Board and Management Teams with a Track Record in Delivering Growth

The respected management teams of Total Produce and Dole Food Company, each of which have long and extensive experience in the fresh produce sector, will lead Dole plc. Carl McCann will preside over the group’s activities as Executive Chairman and will lead our long-term strategy together with the executive management team. Our day-to-day operations will be led by Chief Executive Officer Rory Byrne, Chief Operating Officer Johan Lindén and Chief Financial Officer Frank Davis. For more information, please see the detailed biographies in the section entitled “Management—Directors, Director Nominees and Executive Officers.” Dole plc is organized around a segmental structure that is led by executives with extensive industry experience who are recognized as amongst the best in the fresh produce sector. Each segment has built a strong management team and culture, focused on accountability and delivery of results. The business segments are supported by specialist corporate functions.

Our Employees Are Amongst Our Greatest Competitive Advantage, and We Pride Ourselves in Attracting and Retaining Some of the Most Experienced and Accomplished People in the Sector

At Dole plc we are privileged to employ approximately 40,000 people as of December 31, 2020 who are some of the most experienced and accomplished people in the sector. We strive to be a good employer by cultivating a positive and engaging culture. The key characteristics of our organization include employee inclusion, well-being, safety, training, career development and community involvement. We have adopted strategic priorities such as “the people behind the produce,” which formalizes our policy for assessing culture and engagement in our local businesses. Our employment practices include encouraging and facilitating collaboration, practicing a nondiscriminatory policy and being an equal opportunity employer across the globe. Our employees bring together local expertise and global perspectives, where embracing change is part of our way of working. As a result, our “can do” customer-centered culture is one in which our people are ambitious, progressive, resourceful and resilient.

Reinforced, Stronger Operating Financial Profile that Has Shown Strong Resilience Through COVID-19

Our financial profile is characterized by a combination of growth and resilience, resulting from our diversified exposure by both segment and geography and diversified growing and sourcing. Throughout the COVID-19 pandemic, we benefitted from robust retail and wholesale demand, which helped to offset reduced levels of activity in the food service sector. In 2020, Total Produce grew revenue 4.3% to $4.3 billion, while Dole Food Company grew revenue 3.5% to $4.7 billion, both of which represented faster growth rates than those achieved in 2019. Furthermore, through our leading retailer partners, we expect to continue our ecommerce momentum, with such business channel witnessing accelerated growth during the pandemic. We believe Dole plc will benefit from an enhanced balance sheet and strong cash flow generation, which, supported by sustainable growth and earnings resilience and additional revenue and cost benefits as a result of the Transaction, will position Dole plc to fund and maintain an attractive dividend pay-out.

Our Growth Strategy

Continue to Invest in a Large and Structurally Growing Fresh Produce Market

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$398 billion in 2025 and at a 2.7% five-year CAGR from 2020 to 2025. As the largest player in this market, we have a responsibility and will continue to invest in the fruits and vegetables category to ensure consumers are informed of the benefits of a nutritious diet rich in fresh fruits and vegetables as well as the environmental sustainability benefits. Health-conscious consumers are driving much of the growth in demand for fresh produce, a trend that continues to accelerate as evidenced by the fact that 65% of respondents to a global survey performed by Empathy Research indicated they are making an effort to eat healthier. Examples of such initiatives include teaching 48,000 Irish children across 1,323 schools to grow fruits and vegetables and our ongoing U.S. partnership with Disney since 2016 to promote healthy living. We anticipate continuing such initiatives and partnerships focused on informing our consumers of the benefits of this category.

Expand Our Presence in Growing Categories Including Organics, Value Added Salads, Avocados and Berries

We are seeing a structural trend in consumption of organic fruits and vegetables with consumers citing health and environmental safety reasons as factors contributing towards increasing purchases, according to the Packer. We are committed to using our network to widen the availability and bring an increasing range of organic, sustainable products to market. Just within the U.S., organics is an $8.5 billion category that has experienced 10.6% growth from 2018 to 2020 per our calculations based on data provided by Nielsen Volume CAGR for Key Produce Categories & Perimeter Departments in U.S. (weight for produce, units for perimeter). Dole plc is a large player in organics with pro forma 2020 organic sales of approximately $700 million across bananas, pineapples and other fruits and vegetables. We believe our global sourcing network, expertise and customer base make us well positioned for growth and increased market share in this category.

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Further Leveraging the DOLE Brand Within Europe

Benefit from Combined Consumer Insights and Strategic Partnerships to Drive New Product Development and Innovation

We believe that Dole plc, as the industry leader, will be a focal point for innovation in marketplace operations, specifically consumer behavior and insights, new product developments, logistics, operational efficiencies and sustainability. We launched our Kostministieriet (“Ministry Of Food”) initiative, which is dedicated to garnering deeper insights into consumption motivators and inhibitors for choosing more fresh fruit and vegetables, across 10 European nations.

Optimize Our Supply Chain, “Setting Our Service Apart”

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strategic approach to the coordination of global sea freight management. We aim to enhance the supply chain responsiveness of our operating companies and deliver real-time solutions, which is further enhanced by our broader combined access to market intelligence. We believe our supply chain optimization will differentiate us from competitors and add value by streamlining the route to market, refining direct sourcing models and assuring best practices in quality and sustainability through our greater supply chain influence.

Continued Enhancement Across the Supply Chain Through Innovation Programs

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Continue to Focus on Synergistic M&A in a Fragmented and Structurally Growing Market

Dole plc’s well-capitalized balance sheet will position the company to benefit from acquisitions and development opportunities within a fragmented industry. Both Total Produce and Dole Food Company have extensive histories of acquisitions in the fresh produce sector, which has allowed them to build highly specialized capabilities in the industry and expand geographically. Total Produce has grown through acquisitions and over the 15 years following the 2006 separation from Fyffes, has completed more than 100 acquisitions. These acquisitions are of varying sizes across four continents, from transformational investments such as the investment in DFC Holdings, to smaller, bolt-on investments. These transactions have been a driver of Total Produce’s continued expansion with revenue more than tripling during this time, from $2.1 billion in 2006 to $7.1 billion in 2020 (which includes Total Produce’s share of joint ventures and associates). Similarly, Dole Food Company has experience in successful M&A, with recent focus on the acquisition of strategic assets and a continuous evaluation of the returns on existing assets to constantly improve the efficiency of its capital allocation process.

Total Produce Has Completed More Than 100 Acquisitions Since its Separation From Fyffes

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Note: Includes select Total Produce investments since 2006.

Our Business

Dole plc is expected to have four primary reportable segments: Fresh Fruit, Fresh Vegetables, Diversified Fresh Produce (EMEA) and Diversified Fresh Produce (Americas & ROW). These segments will be managed separately due to differences in geography, products, production processes, distribution channels and customer bases, in addition due to historical integration of businesses prior to the Pro Forma Transactions.

Fresh Fruit. The Fresh Fruit reportable segment will sell bananas, pineapples which are sourced from local growers or Dole plc-owned and leased farms primarily located in Latin America and South Africa, and sold throughout North America, Europe, Latin America, the Middle East and Africa (primarily in South Africa).

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Fresh Vegetables. The Fresh Vegetables reportable segment will sell Value Added Salads and Fresh Packed Vegetables and salads and has a line of fresh-packed products that includes produce like iceberg, romaine and leaf lettuces, celery, and Value Added Salads and meal kits. These products are sourced from North America and Latin America, and substantially all of the sales for fresh vegetables are generated in North America.

Diversified Fresh Produce (EMEA). The Diversified Fresh Produce (EMEA) reportable segment will include Dole plc’s Irish, Dutch, Spanish, French, Italian, UK, Swedish, Danish, Eastern European and Brazilian businesses, each of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale and in some instances foodservice channels across the European marketplace.

Diversified Fresh Produce (Americas & ROW). The Diversified Fresh Produce (Americas & ROW) segment will include Dole plc’s U.S., Canadian, Chilean and Indian businesses, all of which market globally and locally sourced fresh produce. Below is a table of the breakdown of revenue by product category for fiscal year 2020.


2020 Pro Forma Segment Revenue (U.S. Dollars in thousands)				2020 Pro Forma Segment Adjusted EBITDA (U.S. Dollars in thousands)
Fresh Fruit	$	2,796,472		Fresh Fruit	$	172,460
Fresh Vegetables		1,267,606		Fresh Vegetables		39,654
Diversified (Americas & ROW)		1,713,270		Diversified (Americas & ROW)		52,935
Diversified (EMEA)		3,262,948		Diversified (EMEA)		105,789
Inter-segment Revenue		(69,958	)	Inter-Segment Revenue		—

Total Revenue	$	8,970,338		Total Adjusted EBITDA	$	370,838

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Principal Properties

North America

Canada

We have facilities spread across British Columbia, Calgary and Ontario consisting of offices, warehousing/cold storage, packing, ripening rooms and transportation brokerage services. The largest facility is based in Coquitlam, British Columbia which consists of a leased warehouse, with cold storage and repacking capabilities, and adjoining offices.

United States

We operate agricultural land across the United States. In Hawaii, our operations are located on the island of Oahu, where we produce pineapples, coffee and cacao. We also own and lease land in California, Florida, North Carolina, Arizona and Ohio in connection with our vegetable and berry operations.

Our non-farm properties across the US consisting of warehousing/cold storage, packing, ripening, offices and transportation brokerage services. The locations are spread across California, Arizona, Florida, Washington, Ohio, North Carolina, Texas, Illinois, Pennsylvania, Arizona and Delaware. We have several terminal operations, including those in California, Texas, Mississippi, Delaware and Florida, where we conduct our logistics and shipping operations.

South and Latin America

We have operations across South and Latin America. We produce bananas on directly owned and jointly operated plantations in Costa Rica, Ecuador, Honduras, Guatemala, Colombia and Peru. In Mexico, we lease farmland in connection with our vegetable and berry operations and own and operate berry packing facilities in Michoacán and Jalisco. We also operate orchards, nurseries and berry fields on properties in Chile, Peru and Argentina.

We also operate pack houses and cold storage facilities throughout South America to assist our operations. In Chile, we own a fresh-cut salad manufacturing plant for local distribution within Chile.

Europe

Eurozone

In Europe we operate owned and leased facilities, which include our warehousing, offices, logistics, packing and some growing operations. Our main areas of operation are set out below:

Ireland

We have facilities across the Republic of Ireland, including corporate facilities and other warehousing and ancillary offices. This also includes smaller growing facilities for fresh produce such as tomatoes and herbs. The largest facility is spread over two leased buildings and encompassing warehouses, a packhouse and offices in Swords, Co. Dublin.

Spain & Portugal

We have 19 facilities in Spain and 3 in Portugal with the main operation being in Madrid (approximately 10,000 square meters) and the Spanish head office in Alicante. These facilities are generally warehousing, ripening rooms and ancillary offices.

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The Netherlands

We operate facilities across the Netherlands with the large warehousing and ancillary offices in Bleiswijk, Poeldijk, Venlo, Rotterdam and Dronten.

Other Eurozone

We have terminal facilities in Antwerp, Belgium related to our shipping operations. In France, we have distribution facilities in both Vitrolles and Cavillon. We operate ripening facilities in Stelle, Germany and Calico and Guidonia, Italy. We also have sales offices across the Eurozone, including in Milan, Athens and Hamburg.

Non-Eurozone

The main non-Eurozone countries we operate in are as follows:

Sweden

We primarily operate from facilities in Helsingborg which include offices and warehouses including automated packing and sorting facilities and ripening rooms. We operate other, smaller facilities across Sweden, including production and processing plants as well as warehousing and office space. Two of these are located in Stockholm with the remaining in the southern part of Sweden.

Denmark

The main Danish facility, located in Køge, consists of a warehouse, picking/packing area, office space. and contains ripening facilities and avocado and mango ripening facilities. There is a second facility in Aarhus which is used for banana ripening and cross docking of Spanish produce.

United Kingdom

Across England, Scotland, Wales and Northern Ireland, we operate our UK Head Office and other buildings which include both warehousing and ancillary offices. The largest facilities are in Spalding and Bristol, includes both foodservices and wholesale operations.

Czech Republic

The Headquarters for our Czech operations are based in Brno which includes office space, warehouses, banana ripening rooms, cold storage and logistics. There are five other locations which include warehouses, land in Rika and Moravia. Our Czech operating company also has a facility in Bratislava in Slovakia.

Rest of World

We have facilities spread across the rest of the world, with some locations owned directly and others owned through our partner companies. This includes vineyards and orchards in South Africa, certain facilities in Australia and offices and warehouses across India. We also operate certain sales offices abroad, most notably in Dubai, which handles our Middle East trade.

Research and Development

Our research and development programs are an important mechanism through which best agronomic and sustainable practices can be assured and through which insights can be leveraged and

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innovations developed. It plays an important role in ensuring that we deliver exceptional fresh produce to our customers and consumer and establish a tangible point of difference in the marketplace. Our focus lies predominantly on sustaining the productivity of our agricultural lands, food safety, nutrition science, product quality, value added product development and packaging design.

Across the Supply Chain

Our agricultural research is directed toward sustaining and improving product yields and product quality by examining and improving agricultural practices in all phases of production (such as development of specifically adapted plant varieties, land preparation, fertilization, cultural practices, pest and disease control, post-harvesting, handling, packing and shipping procedures), and includes on-site technical services and the implementation and monitoring of recommended agricultural practices. Research efforts are also directed towards integrated pest management and biological pest control. We also recently announced a strategic partnership with Elo Life Systems, a food and agricultural biotechnology company with a mission to create novel products that enhance the nutrition and diversity of the global food supply. Together, we will aim to develop multiple new banana varieties, including Cavendish, with resistance to fungal diseases such as Fusarium wilt. We develop specialized machinery for various phases of agricultural production and packaging that reduce labor costs, increase efficiency and improve product quality. We conduct agricultural research at field facilities primarily in California, Hawaii and Latin America. We also sponsor research related to environmental improvements, the protection of worker and community health, and the advancement of food safety in produce. We strive also to bring best research and development practices to refine our transit systems from field to marketplace. In trialling new technologies such as blockchain solutions and IoT we are focused on transmitting key supply chain data in real time to ensure ever greater quality and freshness at point of sale as well as even greater transparency along the supply chain.

In the Marketplace

Consumer-centric in orientation, we understand the pivotal role research has to play in identifying and addressing consumer needs. In 2021 we launched our Kostministieriet (“Ministry Of Food”) initiative spanning ten European countries, dedicated to better reconciling our product portfolio with the modern needs and expectations of the average European consumer. Complementing additional localised market research efforts conducted throughout the year, this research feeds into new product development focused on meeting specific identified needs. Recent examples including the development and evolution of value added products such as Ready To Eat and Meal Kit solutions and the development of IT and distribution solutions for direct to consumer services. Research and development also has an important contribution to make in our efforts to improve sustainability. In developing recyclable and compostable packaging solutions in Ireland, the United Kingdom, the Netherlands, the United States and Canada, we are empowering consumers to make more responsible choices. We also continue to invest in evolving technologies in order to improve our efforts to measure and manage the environmental impact of our operations.

Sales and Marketing

Promoting Fresh Produce

We seek to make the world a healthier place. Promoting a healthier diet, and specifically an increased intake of fresh fruits and vegetables, begins with listening to consumers, understanding their motivations and identifying opportunities to inspire and encourage increased consumption. We are committed to working with stakeholders, such as governments, industry bodies, customers and growers to gather greater insights into consumer behavior and drive consumption. Across our operations, we are enthusiastic sponsors of generic promotional campaigns, including the “Eat Them

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To Defeat Them” campaign in the United Kingdom and the “Incredible Edibles” program in Ireland and “5 al Dia” in Spain. Independent of our peers, we work to drive consumption through consumer orientated new product development, branding, packaging, promotions and online engagement with consumers. In doing so, our approach is consistent; we seek to “find the fun in fruit,” and to inspire, educate, motivate and empower consumers.

Promoting our Brand

We promote the DOLE brand through marketing campaigns and communication activities via social media that celebrate the unique range of Dole plc products, the goodness of fresh produce and their nutritional value to our consumers while supporting them in making healthier choices in their daily lives. Most of our activities are based on high quality content distributed through social media where we have an active presence. We also support a wide range of events, many dedicated to sport and wellness, and causes related to health and nutrition. We are particularly active in promoting nutrition education though our partnership with No Kids Hungry in the US or the public school system in Greece. Since 2016, Dole Food Company has partnered with Disney to promote healthy living through multiple campaigns in North America which we intend to continue and amplify in the future.

In 2021, we engaged New York-based agency Beanstalk to search for new licensing partnerships opportunities with like-minded companies and extend the reach of the DOLE brand while generating new revenue streams.

Our Marketplace Distinguishers

At Dole plc, we are, first and foremost, produce enthusiasts. We bring a wealth of experience, expertise and passion to the sales and marketing of fresh fruits and vegetables and believe that, in promoting products inextricably linked to good health and well-being, we make a positive contribution to the world in which we live. We sell and distribute our fruit and vegetable products through a network of fresh produce operations in North America, Europe, Latin America, South Africa and Dubai. Some of these operations involve the sourcing, distribution and marketing of fresh fruits and vegetables, while others involve only distribution and marketing. We have regional sales organizations dedicated to servicing major retail, wholesale and foodservice customers. We also use the services of brokers in certain regions, including for some sales of packaged salads.

We place a special emphasis on establishing long-term and mutually beneficial relationships with our retail, wholesale and foodservice customers. One critical aspect of this these relationships is the provision of various value add services, such as category development, product innovation, graphic design and tailor-made shopper marketing programs, which we believe drive sales and increase the value of our customers’ decision to partner with us.

A core competency of our sales and marketing function lies in our capacity to differentiate the fresh offering our customers can present to consumers. By virtue of our on-the-ground operations and local experts across the world, we are attuned to the needs of local marketplaces, tailoring bespoke solutions and delivering a tangible competitive advantage to our customer base. At Dole plc, one size does not fit all. We believe we distinguish ourselves through our global presence, our capacity to source high-quality crops from accomplished global growers and our ability to customize our offerings to local needs. Sometimes it is derived from our relationship with local growers and in our investment in growing, branding and promoting local produce. Most often, it is our capacity to supply both and our commitment to exceptional service for building our customer’s business that sets us apart.

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Customers

In fiscal year 2020 fresh fruit and fresh vegetables represented 71% and 29% of pro forma revenue, respectively, with North America and Europe contributing 47% and 46% of pro forma revenue, respectively.

In North America, our diverse range of retail customers include large chain stores, and we often enter into product and service contracts with such retail customers. We have regional sales organizations dedicated to servicing our major retail, wholesale and foodservice customers. We believe that our global presence allows us to support the growth of our customers and consistently provide the highest quality fresh produce under the specifications and with the level of service they expect.

In Europe, our customer base is characterized by its diversity of sectors, geography and products. At retail level, we serve a broad spectrum of outlets from local independent stores to the largest international retail chains including some of the world’s largest retailers. No single customer was responsible for more than 10% of group turnover in 2020. Similarly, in foodservice, customers include international contract caterers as well as local restaurants and coffee shops. Across our operations, we trade with wholesale operators of various sizes and reach and we have traditionally included processing customers within this sector.

In both North America and Europe, our non-retail customers, including our wholesale and foodservice customers, differ from our retail customers in that they are more fragmented with fewer large customers as compared to the large supermarket chains in the retail sector. The profile of our sales to foodservice customers is unique as compared to retail and wholesale customers in that our sales to the foodservice sector are predominantly of vegetables and fresh cut products. The profile of our sales to wholesale customers largely tracks those to retail customers, although sales to wholesale customers are unique in that some of those products are ultimately resold to retail customers.

While our reach allows us to cater to diverse, international clients with global needs, our extensive on-the-ground infrastructure allows us to provide bespoke services for local customers and local branches of global customers across the world. We believe this capacity to customize individual customers experience differentiates us as a supplier. We believe that given the flexibility inherent in our business model, group-wide experience, expertise, size, reach and resources, we are well placed to anticipate future customer needs, sustain and augment our relevance in the supply chain, consolidate our position at the forefront of the market and continue to grow as our industry evolves.

Competition

The global fresh produce industry is a highly competitive sector, one characterized by a complex supply chain and fragmented supply base. In addition, each sector in which we operate typically hosts a single large local competitor or a number of local competitors. Competition in the various product categories in which we operate is affected by reliability, consistency, quality, range, price, continuity of supply, product quality, brand recognition and perception, the ability to satisfy changing customer preferences through innovative product offerings, and the capacity to manage contingencies and to deliver a point of difference. Mirroring our own operations, competition emanates from a diverse selection of operators ranging in size from global multi-nationals to small independent merchants across the retail, wholesale, foodservice, and ecommerce channels. We consequently compete simultaneously at a localized level and on a global scale.

We believe that our capacity to compete at both a local and global level differentiates the produce we supply and the service that we provide. We believe our robust, integrated supply chain differentiates us from our competitors as it allows us to readily supply high-quality fresh produce on a global scale, as demanded by our global customer base. We believe too that economies of scale and

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the cost consciousness inherent in our culture and business model keeps us competitive while, in an ever changing market, our experience, our ongoing investment in operations and our commitment to responsible, sustainable production makes us a safe pair of hands well positioned to meet competition, local or global.

The supply of bananas is intensely competitive, with a small number of large global producers, together with smaller independent growers, packers and middlemen. Our principal competitors in the international banana business are Chiquita Brands International Fresh Del Monte Produce and Fyffes. The international pineapple and diversified fruit categories have a large number of exporters, importers, and cooperatives competing in the sector. Our primary competitor in pineapples is Fresh Del Monte Produce Inc. and our primary competitors in our diversified fruit category vary on the specific product and region.

In fresh vegetables, a limited number of grower-shippers in the United States and Mexico supply a significant portion of the U.S., with numerous smaller independent distributors also competing. We also face competition from grower cooperatives. In Value Added Salads, our primary competitors include Chiquita Brands International (which markets Fresh Express), Ready Pac Produce and Taylor Fresh Foods. In fresh-packed vegetables, our primary competitors include Tanimura & Antle, Duda Farm Fresh Foods, Ocean Mist Farms and the Nunes Company. In berries, our primary competitors include Driscoll Strawberry Associates, Naturipe Farms, California Giant Berry Farms, and Well-Pict Berries. In respect of exotic products, Nature’s Pride and The Greenyard Group are the competitors closest in size and product portfolio to our European operations.

Food Safety

Our First Priority, Always

In addition to being a leader in the sale and production of fresh fruits and fresh vegetables, we drive innovation in food safety through our support of scientific research. For example, we were actively involved in the creation of the original industry-wide Leafy Greens Marketing Agreements (“LGMA”) for both California and Arizona. Our food safety leadership actively participates in both LGMA organizations in various capacities influencing industry direction and setting new standards for food safety within the industry. We engage experts in the fields of academia, industry and regulatory through participation on technical committees, advisory boards and industry workgroups for key industry organizations allowing our company to play a critical role in shaping scientific research priorities and driving application of this research within the industry to advance food safety. Our food safety leadership serves on both the board of directors for the Center for Produce Safety, an organization dedicated to funding research which will find practical solutions to help improve food safety in the produce industry, and the Steering Committee of the Global Food Safety Initiative (“GFSI”), an internationally recognized benchmarking organization considered the worldwide gold standard for food safety audits.

Our food safety programs are built upon the most current, cutting edge scientific knowledge and we routinely evaluate and apply the latest science and technology within our programs. Globally, food safety programs across many Dole Food Company divisions are harmonized to operate under a single food safety management system utilizing a risk-based approach to assessing our operations, growers, and suppliers. We require all production operations around the world to comply with all elements of LGMA (as applicable), Good Agricultural Practices for growing and harvesting produce and Good Manufacturing Practices in the packing and processing of fresh produce (each as proscribed by the USDA). Verification of compliance to these standards is conducted through audits by qualified individuals either within our company or through a third-party audit company. We require that all of our own production facilities and farms, as well as those of our growers and suppliers throughout our supply chain, to be certified against GFSI recognized certification programs.

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We also work with researchers, service providers and technology partners to conduct trials and validation studies on products and processing methods designed to reduce risk, increase productivity and operate more sustainably. Information technology also plays an important role in our food safety programs by digitally capturing key quality and food safety metrics across our supply chain eliminating paper forms and documents allows us to turn thousands of data points into actionable information. Through the use of analytics, we identify trends and drive continuous improvement across all elements of our program. We were also an early adopter of blockchain technology, teaming up with Walmart, IBM and other global companies to demonstrate the potential of blockchain to enhance transparency in the food industry. We continue to lead the produce industry in the use of blockchain technology by leveraging standardized produce traceability initiative (“PTI”) labeling and other globally recognized traceability standards to enable end to end transparency within our supply chain.

North America

In the United States, our food operations are subject to the oversight of, among others, the FDA and state, local and foreign counterparts, and the U.S. Department of Agriculture, or USDA, and other federal, state, local and foreign environmental, health and safety authorities. The FDA, pursuant to the Federal Food, Drug, and Cosmetic Act, as amended by the FSMA, enforces statutory standards regarding the growing, harvesting, manufacturing, processing, packaging, holding, distributing, importing, exporting, labeling and safety of food products, establishes requirements for or limitations on ingredients or substances in foods and establishes standards of identity for certain foods. Similar functions are performed by state, local and foreign governmental entities with respect to food products produced or distributed in their respective jurisdictions. FSMA, which is a major reform of U.S. food safety laws, aims to ensure the U.S. food supply is safe by focusing on preventing contamination. The USDA regulates the phytosanitary standards, and the FDA regulates the food safety standards, for imports and exports of agricultural and food products into and from the United States. The USDA also oversees the National Organic Program, which provides the national standards for labeling products as USDA organic, and regulates the introduction of certain genetically engineered organisms.

In Canada, Health Canada is the agency who develops food safety standards and provides advice on food safety and nutrition; however, the Canadian Food Inspection Agency (“CFIA”) has enforcement authority over growing, harvesting, manufacturing, processing, packaging, holding, distributing, importing, exporting, labeling and safety of food products and conducts inspections against all regulations created by Health Canada. In addition, to CFIA, provinces, territories and municipalities may also apply and enforce additional standards specific to those locations. In January 2019, the Safe Food for Canadians Regulations (“SFCR”) went into effect in Canada, which, similar to FSMA in the U.S., represented a major reform of food safety regulations into this new consolidated set of standards. The primary areas of focus for the new regulations were licensing, traceability, and preventive controls and enforcement dates for many of these new requirements have just gone into effect within the past year. In addition, SFCR also included enhanced requirements around the import of organic products into Canada to strengthen compliance against the Canadian Organic Regime (“COR”) and the equivalency programs in place with the U.S. and Europe.

Europe

The EU has developed an integrated approach to food safety ‘from farm to fork’, primarily set out in its White Paper on Food Safety. It covers all sectors of the food chain, including feed production, primary production, food processing, storage, transport and retail sale. In 2002, the European Parliament and the Council adopted Regulation (EC) No 178/2002 laying down the general principles and requirements of food law (General Food Law Regulation). The General Food Law Regulation is the foundation of food and feed law in Europe. It sets out an overarching and coherent framework for the development of food and feed legislation both at Union and national levels. To this end, it lays

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down general principles, requirements and procedures that underpin decision making in matters of food and feed safety, covering all stages of food and feed production and distribution.

It also sets up an independent agency responsible for scientific advice and support, the European Food Safety Authority (“EFSA”) and it creates the main procedures and tools for the management of emergencies and crises as well as the Rapid Alert System for Food and Feed (“RASFF”).

Our European businesses follow the methodology of continuous improvement, by focusing and enhancing the activities that generate the most value for our customers while removing waste activities and building efficiencies at every point in the supply chain from field to fork. It is required of all of our operations to stringently follow all local and national legislation in respect to produce quality and food safety and to ensure:

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All food or produce we procure or sell must be of the nature, substance or quality that our customers expect and specify in their codes and specifications

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That every business can demonstrate due diligence and have management controls in place that ensure all food and produce sold is safe and healthy and will not harm the people eating it.

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All food and produce we sell is labelled, advertised and presented in a way that is not false or misleading and meets local and national labelling and packaging legislation.

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That a monitoring and pesticide residue testing system, based on risk is undertaken in order that all products procured and sold meet current EU MRL regulations (Regulation EC 1107/2009 and Regulation EC 396/2005) and therefore do not pose a risk to consumers.

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In Europe we have adopted Global GAP, one of the GFSI recognized certification programs, as our minimum compliance standard, and we have worked for many years with customers and partner growers to raise the overall standard of agricultural practice at local and national level.

In all operating units there is a clearly defined management responsibility plan for quality and food safety. Procedures are documented in accordance with customer and local authority requirements. Our larger facilities have been compliant for many years to BRC or an equivalent GFSI and as a minimum all businesses who grade and pack produce for Dole Food Company have documented HACCP procedures and are routinely evaluated by the respective business by audit and monitoring of their food safety compliance.

Our distribution and packing operations are also subject to the oversight of local and national authorities and food agencies who have responsibility for policing EU Agriculture Quality Standards and compliance to local and national food safety laws.

To support our commercial and technical operations in staying abreast of legislative matters, Dole Food Company is an active member of Freshfel, the European representative association for fresh produce. Freshfel includes representative from across the full fruit and vegetable sector supply chain including growers, retailers, wholesaler, food service and logistics operators. The organizations act as an important industry platform for dialogue and networking between members on food safety, sustainability and the promotion of fresh produce.

Environmental and Regulatory Matters

Our agricultural operations are subject to a broad range of evolving environmental laws and regulations in each country in which we operate. In the United States, these laws and regulations include the Food Quality Protection Act of 1996; the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act; the Federal Insecticide, Fungicide and Rodenticide Act; the

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Comprehensive Environmental Response, Compensation, and Liability Act; and the FSMA. In the European Union, these laws include the General Food Law Regulation (EC No. 178/2002), the Industrial Emissions Directive (Directive 2010/75/EU), the Water Framework Directive (Directive 2000/60/EC), the Ambient Air Quality Directive (Directive 2008/50/EC), the Environmental Liability Directive (Directive 2004/35/CE), the Packaging Waste Directive (Directive 94/62/EC), Regulation (EC) No 1272/2008 on classification, labelling and packaging of substances and mixture, and Regulation (EU) No 649/2012 concerning the export and import of hazardous chemicals.

Compliance with these foreign and domestic laws and related regulations is an ongoing process that is not expected to have a material effect on our capital expenditures, earnings or competitive position. Environmental concerns are, however, inherent in most major agricultural operations, including those conducted by us, and there can be no assurance that the cost of compliance with environmental laws and regulations will not be material. Moreover, it is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, including those driven by concerns about climate change and further restrictions on the use of agricultural chemicals, could result in increased compliance costs.

Portions of our fresh fruit and fresh vegetable farm properties in the United States are irrigated by surface water supplied by local government agencies using facilities financed by federal or state agencies, as well as from underground sources. Water received through federal facilities is subject to acreage limitations under the 1982 Reclamation Reform Act. Worldwide, the quantity and quality of water supplies varies depending on weather conditions and government regulations. We believe that under normal conditions these water supplies are adequate for current production needs.

In Europe, our adoption of Global GAP also applies to our focus on the environment and efforts to raise the overall standard of agricultural practice at local and national level. We also support a range of other standards that go beyond Global GAP in the areas of organics, sustainability and ethics most notably Bord Bia’s (The Irish Food Board) Origin Green, Leaf, KRAV, AWS (the Alliance for Water Stewardship) and Sedex (the Social and Ethical Data Exchange). The current focus is on growers widening their Global GAP compliance by completing the “bolt on” units for specific customers (Nurture), Water (Spring) and Ethics (GRASP).

The European Green Deal sets out to make Europe the first climate-neutral continent by 2050. The EU’s Farm to Fork Strategy lies at the heart of the Green Deal. It comprehensively addresses the challenges of sustainable food systems and recognizes the inextricable links between healthy people, healthy societies and a healthy planet. The strategy is also central to the Commission’s agenda to achieve the United Nations’ Sustainable Development Goals (SDGs). The shift to a sustainable food system should bring environmental, health and social benefits, offer economic gains and puts the EU onto a sustainable path.

We have clearly defined sustainability strategies embracing the measurement and management of our consumption of resources, promoting the minimization of the impact of our operations on the environment, detailing a prioritized set of actions to engage with internal and external stakeholders, and ultimately drive performance and improvement. Our sustainability values reflect the culture of accountability and responsibility which permeates throughout our organization, our business model and our determination to lead our industry as we progress on our ongoing journey towards becoming an ever more sustainable business.

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Trademarks and Trade Names

We have a number of additional license arrangements worldwide, none of which is material to us and our subsidiaries, taken as a whole. We have sold the use of the DOLE brand in Asia, Australia and New Zealand for fresh fruit, worldwide for shelf stable packaged food products, and worldwide for juice products.

The Total Produce and the Total Produce TOP brands are registered in a number of key markets across the world including the European Union, the United States, Canada, China, Australia and New Zealand. Throughout the group a number of additional registrations are held, none of which are material to our business as a whole.

Seasonality

Our revenue has historically been stronger through the first half of the year. We experience seasonal earnings characteristics, predominantly in the fresh fruit business, because fresh fruit prices traditionally are lower in the second half of the year, when summer fruits are in the markets. See also, “Risk Factors – Our earnings are subject to seasonal variability.”

Employees and Human Capital

As of December 31, 2020, we had approximately 40,000 full-time employees worldwide. Approximately 30% of our full-time employees work under collective bargaining agreements, some of which are in the process of being renegotiated. These agreements are subject to periodic negotiation and renewal. We believe that our relations with our employees are generally good.

Diversity and Inclusion. We recognize that one of our most important assets is our people. We value the unique perspectives that a workforce with diverse cultures, ages, genders, and ethnicities brings to our company. We are committed to maintaining a positive and diverse workplace and supplier base that fosters open dialog and recognizes the importance of individual and cultural differences. We have a zero-tolerance policy on discrimination and harassment and have several systems under which employees can report incidents confidentially or anonymously and without fear of reprisal.

It is our philosophy and practice to provide employment opportunities without regard to sex, racial or ethnic origin, religion or belief, disability, age or sexual orientation or any factor prohibited by applicable law or Dole Food Company’s policies. Decisions as to hiring, promotion, compensation, termination and other aspects of the employment relationship are based upon job-related qualifications.

Engagement, Opportunities and Benefits. Education and continuous development are cornerstones of our approach to talent management. We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within the organization. Through operating an annual international Key Talent Program we identify, encourage and develop emerging high-performing talent across the group. In addition, a virtually delivered Management Programme is offered to all managers to support the development of key management skills. General talent development is managed predominantly at divisional and site level, with each division offering programs and opportunities that are relevant to its workforce. For example, at our salad processing plant in Soledad, California, employees are offered free English and high school classes each weekday afternoon, as well as skills training in areas such as packaging machine operation, forklift driving and supervisory skills.

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Safety and Health. The safety, health and welfare of all of our employees, whatever their role, is paramount to our company. Farms and facilities are regularly audited to check for employee welfare, such as ensuring that someone at the site is clearly responsible for employees’ health, safety and welfare and that employees have access to clean drinking water and other basic amenities. In our Fresh Fruits Division, these checks are managed under our own integrated management system, and many supplier sites around the world are audited against social standards and company requirements. During the COVID-19 pandemic, we have offered additional support and introduced enhanced health and safety measures in order to protect our employees’ welfare.

Community Outreach. Health, education and entrepreneurship are the key focus areas for our community development efforts. In the United States, our farms and facilities support community initiatives that have been nominated by employees or where there is a clear local need. Nearly 20 years ago, Dole Food Company and a group of independent growers in Ecuador set up a foundation with a clear purpose: find ways to improve the lives of workers and communities in and around the companies’ farms and facilities. The Dalé Foundation continues its work to fulfill that mission today in both Ecuador and Peru. In 2000, the foundation adapted mobile medical units with the objective of bringing health to the farthest places where our workers live. They also have been used to offer emergency medical interventions in the wake of events such as floods. Since 2019, there are a total of 18 medical facilities in operation, five of which are mobile. This service benefits not only agricultural workers and their families, but also others in the community who need medical assistance. The foundation has established two schools since its founding and supports others by providing infrastructure improvements and health programs for students. Another of the foundation’s key programs is called Training for Entrepreneurship. The objective is to train people so that they can establish a small business and thus improve family income and at the same time improve their quality of life. The foundation also offers workshops and talks on topics that are relevant to communities. We also actively contribute to the communities in which we trade, supporting multiple initiatives across the world by educating, inspiring and empowering people to lead healthier lives. For example, our ongoing support of the Incredible Edibles Programme in Ireland, is dedicated to teaching nearly fifty thousand school children each year to grow fresh fruits and vegetables.

Legal Proceedings

From time to time, we may become involved in legal proceedings and claims arising in the ordinary course of business. We have established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery and past experience in defending and settling similar claims. Based on our current knowledge, we do not believe that there is a reasonable possibility that the final outcome of any pending or threatened legal proceedings to which we are a party, either individually or in the aggregate, will have a material adverse effect on our business, financial condition and results of operations. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See Note 25 “Commitments and Contingencies” to each of the consolidated financial statements of Total Produce and DFC Holdings, respectively, included herein for additional information.

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MANAGEMENT

Directors, Director Nominees and Executive Officers

Set forth below are the names, ages and positions of our directors, director nominees and executive officers as of the date hereof.


Name	Age		Position
Carl McCann		68	Director and Executive Chairman
Rory Byrne		61	Chief Executive Officer and Director
Johan Lindén		54	Chief Operating Officer and Director nominee
Frank Davis		61	Chief Financial Officer and Director
Timothy M. George		68	Director nominee
Imelda Hurley		49	Director nominee
Rose Hynes		63	Director nominee
Michael Meghen		66	Director nominee
Helen Nolan		63	Director nominee
Jimmy Tolan		57	Director nominee
Kevin Toland		55	Director nominee

Our directors, director nominees and executive officers are as follows:

Carl McCann, BBS, MA, FCA, has been a director since February 2021 and will serve as our Executive Chairman of the board of directors following the completion of this offering. Mr. McCann serves as Executive Chairman of Total Produce, a role he assumed in 2006. As Executive Chairman, Mr. McCann has led Total Produce through numerous strategic initiatives and operational achievements, including its growth and expansion across European and North American markets, and more recently, its combination with Dole Food Company. With over 40 years in the fresh produce industry, Mr. McCann began his career at KPMG moving to work in FII – later renamed Fyffes – in 1980. During this time, he held roles of increasing leadership – including Finance Director, Vice Chairman and Executive Chairman – while also overseeing the execution of strategic priorities across the business. He notably led FII through its acquisition of Fyffes in 1986 and of Dutch company Velleman in the late 1990s, both of which allowed the company to expand into key regions across continental Europe and the United Kingdom. Mr. McCann was appointed Chairman of Fyffes in 2003, before assuming his current role of Executive Chairman at Total Produce on the demerger of Total Produce and Fyffes. In addition to these roles, Mr. McCann is also Chairman of Balmoral International Land Holdings plc (“Balmoral”) and serves on the boards of several other companies. We believe that Mr. McCann is qualified to serve on our board of directors due to his strategic vision for the Company and his long experience as an executive director of publicly traded companies. He earned his undergraduate and master’s degrees from Trinity College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland.

Rory Byrne, B Comm, FCA, has been a director since February 2021 and will serve as our chief executive officer following the completion of this offering. Mr. Byrne was appointed chief executive officer of Total Produce in 2006. Since assuming this role, Mr. Byrne has led the Group through 15 years of sustained profitability and significant acquisition-led and organic expansion, with total Group revenues more than tripling during his tenure, from €1.9 billion in 2006 to €6.3 billion in 2020. While serving as chief executive officer, he also oversaw Total Produce’s expansion into North American markets, including Total Produce’s 2013 investment in Canada-based Oppy and recent combination with Dole Food Company. Mr. Byrne has 33 years of experience in the fresh produce industry, having begun his career at Fyffes in 1988. At Fyffes, he held a number of senior positions including Finance Director of the Group’s UK business and Managing Director of its Spanish operations before becoming

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Managing Director of the General Produce Division in 2002. Mr. Byrne is well recognized across the industry for his unique combination of leadership ability, strategic vision, creativity and strong drive for success. We believe that Mr. Byrne is qualified to serve on our board of directors due to his very extensive experience as a leader in the fresh produce industry and his experience as an executive director of a publicly traded company. He earned his undergraduate degree from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland.

Johan Lindén, BBA, MBA, will serve as the chief operating officer and a director following the completion of this offering. Mr. Lindén was appointed as president and chief executive officer of Dole Food Company in 2017. He began his career at Dole Food Company in September 2000 within the European operations, initially serving as general manager at Dole Food Company’s value added operation until 2008. From 2005 to 2008, he additionally acted as Deputy General Manager for Dole Food Company’s Swedish Wholesale operation. In 2008, Mr. Lindén was promoted to General Manager Fresh Fruit Northern Europe and was, subsequently, promoted to President Dole Europe in October 2010. In April 2015, Mr. Lindén relocated to Dole Food Company’s U.S. corporate headquarters where he served as president and chief operating officer. We believe that Mr. Lindén is qualified to serve on our board of directors due to his tenure as a senior leader within Dole Food Company and his extensive global experience within the produce industry. Mr. Lindén holds a B.B.A. in Business Administration from Schiller International University, Germany with some of his undergraduate studies being completed at Iowa State University. He attended graduate school at Harvard University and earned his MBA from the University of Cape Town.

Frank Davis, LLB, MA, FCCA, BL, FCIArb, has been a director since February 2021 and will serve as our chief financial officer following the completion of this offering. Mr. Davis was appointed as Finance Director and to the Board of Total Produce in 2009, having previously served as the Chief Financial Officer and Company Secretary since 2006. Throughout his tenure at Total Produce, Mr. Davis’s astute financial stewardship, excellent management skills and strong understanding of financial systems and controls has enabled the Group to successfully execute the integration of numerous acquisitions across Europe and North America, all while maintaining a prudent capital structure and generating value creation for Total Produce shareholders. Mr. Davis has 37 years of experience in the fresh produce industry, having joined Fyffes in 1983 where he held several leadership roles, including Finance Director of the General Produce Division. Under his stewardship and in recognition for upholding high standards in financial reporting Total Produce has received several awards. Mr. Davis served on the Board of Governors for The Incorporated Orthopaedic Hospital of Ireland from 2016 to 2019. We believe that Mr. Davis is qualified to serve on our board of directors due to his longstanding experience in leadership positions in Total Produce, his understanding of finance and financial reporting processes and his experience as an executive director of a publicly traded company. He is a Fellow of the Association of Chartered Certified Accountants, a qualified barrister (Honorable Society of King’s Inn) and a Fellow of the Chartered Institute of Arbitrators.

Timothy M. George, BA, MBA, will serve as a director following the completion of this offering. Mr. George is Chairman of Lazard’s Consumer Retail and Leisure Group and a Vice Chairman of Lazard. He has more than 35 years of experience in the investment banking industry and has advised numerous companies in recent years in the consumer, food, beverage and retail sectors including, Alcon, Coca-Cola Enterprises, Diageo PLC, Dine Brands Global, Firmenich, General Mills, Givaudan, Kraft Heinz, McCain Foods, McDonald’s, Nestlé, Novartis, Post Holdings, Wendy’s International, Burger King and 3G Capital. Prior to joining Lazard, Mr. George was a Founding Partner of Greenhill & Co., LLC and a member of Greenhill’s Management Committee. Mr. George also headed Greenhill’s Consumer Products, Food and Beverage Group. Before joining Greenhill & Co., he held numerous senior roles in Morgan Stanley & Co., including Global Head of the Food, Beverage and Consumer Products Group which he founded in 1989. Prior to 1984, Mr. George was a Vice President of

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Goldman Sachs and Assistant Treasurer of J.P. Morgan & Co. Mr. George served on the Board of Trustees of The University of Chicago and was formerly a member of its Executive Committee and Chairman of the Board’s Financial Planning Committee. Also, he was a member of the Advisory Council of the Board of The University of Chicago Booth School of Business. Mr. George also served on the board of directors of Seminis, Inc., the largest developer, grower and marketer of fruit and vegetable seeds in the world. We believe that Mr. George is qualified to serve on our board of directors due to his experience in US leadership positions in investment banking and his detailed knowledge of the food industry. Mr. George has an MBA in Accounting and Finance from the University of Chicago Booth School of Business and a BA in Economics and Finance from The University of Chicago.

Imelda Hurley, FCA, BBS, will serve as a director following the completion of this offering. Ms. Hurley was appointed to the Board of Total Produce as a Non-Executive Director on January 2, 2019 and is a member of the Audit and Nomination Committees. Ms. Hurley has over twenty years’ experience in leadership roles across a variety of sectors, including significant international food and agri-industry experience. She is currently the CEO of Coillte (appointed in 2019), Ireland’s commercial state forestry company which is responsible for managing over one million acres of primary forested land. In addition, since 2020 she has served as a Board Member and since 2021 as Chair of the Finance and Audit Committee at the Irish Business and Employers Confederation, Ireland’s largest business representative group. From 2014 to 2018, Ms. Hurley was an Executive Director and Chief Financial Officer at Origin Enterprises plc, an international agri-services business. From 2011 to 2014, she was based between Hong Kong and the People’s Republic of China where she was Chief Financial Officer & Head of Sustainability for PCH International, a Silicon Valley-backed product development and supply chain management business. From 2001 to 2011, she held various positions including that of Group Finance Director at Greencore Group plc, an international convenience food producer. In addition, she worked in the Audit & Business Advisory practice of Arthur Andersen from 1994 to 2001. Ms. Hurley has also been a member of the Board of Bord Gais Eireann/ Ervia, Ireland’s state-owned gas and electricity company from 2010 to 2014 and served as Audit Committee Chair from 2011 to 2014. We believe that Ms. Hurley is qualified to serve on our board of directors due to her extensive experience in leadership positions in a number of large multinational food and supply chain management businesses, her understanding of finance and financial reporting processes and her experience as an executive director of a publicly traded company Ms. Hurley holds a Bachelor of Business Studies from the University of Limerick in Ireland, is a Fellow of the Institute of Chartered Accountants in Ireland and has completed the Advanced Management Program at Harvard Business School.

Rose Hynes, BCL, AITI, will serve as a director following the completion of this offering. Ms. Hynes has been a Director of Total Produce since November 2006. She is also currently the Chairman of Origin Enterprises plc, Chairman of the Irish Aviation Authority and is a Non-Executive Director of Eir (an Irish telecommunications company). She is Deputy Chancellor of the University of Limerick and is a member of its Foundation Board. She is also an Adjunct Professor of Law at the University since 2014. Ms. Hynes has over 30 years’ experience as a Non-Executive Director, senior executive and a commercial lawyer. In 1988, she joined GPA Group plc, the aircraft leasing and financing company, and held a number of senior management positions, including General Counsel and Head of the Commercial Department. GPA was one of the world’s largest lessors and financiers of aircraft. She is a former Non-Executive Director of a number of companies, including Bank of Ireland, Fyffes plc, Aer Lingus Group plc and a former Chairman of Bord Gais (the Irish Government-owned gas and electricity company) and Shannon Group plc (the Irish Government-owned airport and property company). We believe that Ms. Hynes is qualified to serve on our board of directors due to her background as a lawyer and her wide-ranging experience as a senior non-executive director of other publicly traded companies. Ms. Hynes is a lawyer and a University College Dublin law graduate. She is an Associate of the Irish Institute of Taxation and of the Chartered Institute of Arbitrators. She also holds a Diploma in Applied Finance from the Irish Management Institute.

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Michael Meghen, BBS LLB, will serve as a director following the completion of this offering. Mr. Meghen was appointed to the Board of Total Produce as a Non-Executive Director on July 1, 2018. Mr. Meghen is Chairman of the Compensation Committee and a member of the Nomination Committee of Total Produce. For many years, he was a senior corporate partner in Arthur Cox, Ireland’s leading legal firm in which he held a number of senior leadership roles and where he specialized in mergers and acquisitions. His years with Arthur Cox coincided with a period of transformational growth both in the home market and internationally for many Irish businesses, and he led a diverse range of mergers, acquisitions and disposals across various industry sectors, including manufacturing, IT, hotels, retailing and distribution. Mr. Meghen also has experience in the negotiation and implementation of acquisitions, joint ventures and commercial contracts in Europe and the USA as well as in Central and South America. Mr. Meghen was formerly a non-executive director of Mars Foods Ireland Limited. We believe that Mr. Meghen is qualified to serve on our board of directors due to his background as a senior corporate lawyer and his in-depth experience of international mergers and acquisitions. Mr. Meghen is a lawyer and holds degrees in business and in law from Trinity College Dublin.

Helen Nolan, B Comm, FCA, will serve as a director following the completion of this offering. Ms. Nolan was appointed to the board of Total Produce as a Non-Executive Director on July 1, 2019 and is a member of the Audit Committee. Ms. Nolan has extensive experience in senior leadership roles across a variety of industries. As a senior executive at Bank of Ireland Group plc, she held the roles of Group Secretary and Group Chief Internal Auditor. Prior to that, she held a number of senior finance roles in banking and life and pensions businesses, including Divisional Finance Officer for the Capital Markets Division of Bank of Ireland. Ms. Nolan currently holds the roles of Director and Chair of the Audit Committee at Aviva Life and Pensions Ireland DAC, Companjon Insurance DAC, a European digital insurance company backed by Swiss insurer La Molibiere, and Our Lady’s Hospice and Care Services DAC. She is also a Director of the Institute of Directors Ireland and chaired the Audit Committee of the Irish Department of Agriculture for a number of years. She is a former President of the Financial Executives Association. We believe that Ms. Nolan is qualified to serve on our board of directors due to her experience in significant leadership positions and her understanding of finance and financial reporting processes. Ms. Nolan is a Fellow of the Institute of Chartered Accountants in Ireland, having trained with KPMG. She holds a Bachelor of Commerce degree from University College Dublin and completed the Columbia Senior Executive Program at Columbia Business School, New York.

Jimmy Tolan, B Comm, FCA, will serve as a director following the completion of this offering. Mr. Tolan has acted as an adviser to Total Produce on the initial investment in DFC Holdings in 2018 He has served on the Board of Dole Food Company since 2018. Mr. Tolan is currently chair of a pharmacy retail group – McCauley, and he is also chair of Carechoice, one of Ireland’s leading nursing home providers. Mr. Tolan has over 30 years’ experience in the fresh produce industry having joined Fyffes plc in 1990. He led the Corporate Development function in Fyffes from 1995 until he was appointed CEO of Fyffes in 2006 on the demerger of Total Produce and Fyffes. In 2008 Mr. Tolan was appointed CEO of VHI, Ireland’s largest health insurer where he served as CEO until 2012. He subsequently led PwCs Ireland’s healthcare advisory business between 2012 and 2014. Since 2015, Mr. Tolan has been a non-executive chair of a number of organizations. He is a former chair of the Rehab Group, one of Ireland’s largest intellectual disability service providers. Mr. Tolan’s interest throughout his career, as both an executive and non- executive, is in supporting companies and organizations to achieve significant and sustainable growth. We believe that Mr. Tolan is qualified to serve on our board of directors due to his significant experience in mergers and acquisitions in the fresh produce industry and his experience as a director and non-executive director of other publicly traded companies. Mr. Tolan holds a Bachelor of Commerce degree and a Diploma in Professional Accounting from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland.

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Kevin Toland, FCMA, will serve as a director following the completion of this offering. Mr. Toland was appointed to the board of Total Produce as a Non-Executive Director on July 1, 2015 and is Chairman of the Audit committee and a member of the Compensation committee (prior Chair). He has 30 years of senior leadership experience in the Beverage, Food, Nutrition, Aviation and Retail sectors. He was chief executive officer of Aryzta AG (the global bakery company) from 2017 to 2020, prior to this he was chief executive officer of daa plc (a state-owned international airport and airport related services group) from 2013 to 2017. Mr. Toland has also held various positions with Glanbia Plc (the global cheese and nutrition company), including Executive director of Glanbia PLC from 2002 to 2012, Chief Executive and President of Glanbia USA and Global Nutritionals from 2005 to 2012 and prior to this Group Development Director, CEO of Glanbia Consumer Foods and as Group Strategy and Marketing Director. He has also worked with Coca Cola in Russia and Ireland and with Diageo in Budapest and Ireland in various senior leadership roles. Mr. Toland also served as a director of the Irish Business and Employers Confederation from 2014 to 2021, including as Chair of the Finance and Audit Committee from 2019 to 2021. He was Chairman of Identigen, a Private Equity owned AgriTech company that was recently sold to Merck plc. We believe that Mr. Toland is qualified to serve on our board of directors due to his high-level leadership experience in the food industry and his experience as a director of other publicly traded companies. Mr. Toland is a Fellow of the Chartered Institute of Management Accountants and holds a Diploma in Applied Finance from the Irish Management Institute.

Composition of the Board of Directors

Our Articles of Association provide that the number of directors will be not less than three and not more than fourteen. Immediately after this offering, our board of directors will initially be composed of eleven members. Carl McCann will serve as the chair of the board of directors.

Director Independence

As a foreign private issuer, under the listing requirements and rules of the NYSE, we are not required to have independent directors on our board of directors, except that our audit committee is required to consist fully of independent directors, subject to certain phase-in schedules. Our board of directors has determined that each of Timothy George, Imelda Hurley, Rose Hynes, Michael Meghen, Helen Nolan and Kevin Toland who will be serving upon the completion of this offering, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under NYSE rules.

We intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the NYSE corporate governance rules.

Committees of the Board of Directors

Upon the completion of this offering, we will establish the following committees of our board of directors.

Audit Committee

The audit committee, among other things:

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reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

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reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

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reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters;

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has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm; and

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reviews and approves in advance any proposed related person transactions.

The members of the audit committee are Kevin Toland (Chair), Imelda Hurley and Helen Nolan. Rule 10A-3 of the Exchange Act and the corporate governance standards of NYSE require that our audit committee have at least one independent member upon the listing of our ordinary shares, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Kevin Toland, Imelda Hurley and Helen Nolan meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of the NYSE. Our board of directors has determined that each director appointed to the audit committee is financially literate, and our board of directors has determined that Kevin Toland, Imelda Hurley and Helen Nolan qualify as audit committee financial experts.

Nomination and Governance Committee

The nomination and governance committee, among other things:

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reviews the performance of our board of directors and makes recommendations to our board of directors regarding the selection of candidates, qualification and competency requirements for service on our board of directors and the suitability of proposed nominees as directors;

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advises our board of directors with respect to the corporate governance principles applicable to us;

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oversees the evaluation of our board of directors and management; and

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recommends guidelines or rules to cover specific categories of transactions.

The members of the nomination and governance committee are Rose Hynes (Chair) and Michael Meghen.

Compensation Committee

The compensation committee, among other things:

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reviews, modifies and approves (or if it deems appropriate, makes recommendations to the full board of directors regarding) our overall compensation strategy and policies;

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reviews and recommends to our board of directors the salaries, benefits and equity incentive grants of directors;

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reviews and approves corporate goals and objectives relevant to executive officer compensation, evaluates executive officer performance in light of those goals and objectives, and determines executive officer compensation based on that evaluation;

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•

reviews and approves the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; and

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oversees our compensation and employee benefit plans.

The members of the compensation committee are Michael Meghen (Chair), and Kevin Toland. All members of our compensation committee are “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently, or has been at any time, one of the Company’s officers or employees. None of the Company’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s board of directors or compensation committee.

Indemnification

We maintain directors’ and officers’ liability insurance. Our Articles of Association include provisions indemnifying our directors and officers to the fullest extent permitted by law. We expect to enter into indemnification agreements with our directors to provide our directors and certain of their affiliated parties with additional indemnification and related rights. See “Description of Share Capital—Limitation on Liability of Directors and Indemnification” for further information.

Code of Business Conduct and Ethics

We will adopt a Code of Business Conduct and Ethics, which will be posted on our website, that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics will be to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that we file with, or submit to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

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EXECUTIVE COMPENSATION

This summary focuses on the compensation we provide to our executive officers and should be read in conjunction with the accompanying tables and text below. This summary focuses on our compensation decisions with respect to our named executive officers for fiscal year 2020 and certain compensation arrangements to be in place at Dole plc in connection with this offering. In preparing this offering and to become Dole plc, with the assistance of our independent compensation consultant, we have reviewed and plan to continue to review all elements of our executive compensation program. We expect that our executive compensation program and compensation governance practices will continue to evolve to reflect our status as a combined company and a U.S. listed company.

This section describes the remuneration of the executive directors of Dole plc, whom we refer to herein as our named executive officers. Our named executive officers are Carl McCann, Executive Chairman; Rory Byrne, Chief Executive Officer; Johan Lindén, Chief Operating Officer; and Frank Davis, Chief Financial Officer.

Objectives

Our policy on the remuneration of our named executive officers is designed to ensure that employment and remuneration conditions for senior executives adequately reward, retain and motivate them to perform in the best interests of shareholders. We have historically compensated our named executive officers through one or more of a mix of base salary, annual incentives, short-term incentives and share options.

Total Direct Pay Compensation

Total direct pay in Total Produce has had four components: base salary, annual bonus, short-term incentive, and share options. Total direct pay in Dole Food Company has had three components: base salary, annual bonus and retention payments. In connection with the Transaction and this offering, certain aspects of our compensation mix will likely change, primarily with respect to equity-based compensation.

The recurring elements of the remuneration package for three of our named executive officers have consisted of basic pensionable salary, non-pensionable salary, as applicable, and director fees (together defined as “Fixed Salary”), benefits, contributions to pensions, and annual variable incentives in the form of (i) cash bonuses and (ii) awards under the short-term incentive plan (“STIP”).

In order to ensure the continuity of the alignment with shareholders’ interests, it has been the general policy that awards under the STIP are receivable in shares after the deduction for relevant taxes and are normally subject to a minimum retention period of at least five years from the date the shares are purchased by the trustees of the scheme for issuance to the named executive officer at the end of the retention period. In 2020, it was decided that future STIP awards would also be subject to malus and clawback conditions. To ensure a greater alignment with shareholders’ interests, a formal shareholding policy was also introduced on the basis that it would take effect from 2021. As explained below under “Annual Incentive Plan; STIP; Retention Bonus” neither equity or equity based awards were granted to our named executive officers in respect of the fiscal year ended December 31, 2020.

At Dole Food Company, Johan Lindén has been eligible for an annual cash bonus under the Annual Incentive Plan, the payments under which are determined based on financial performance measures of Dole Food Company.

Our named executive officers other than Johan Lindén are paid fees in respect of their director roles and responsibilities on the boards of Dole plc, and other group companies (“director fees”). To

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date these fees have been commensurate with fees paid to non-employee directors on the Board of Total Produce. On completion of this offering, Johan Lindén will, as an executive director of Dole plc, be paid director fees on the same basis as all other directors of Dole plc, and such fees will be part of his Fixed Salary following this offering.

We do not have any written employment agreements with the named executive officers governing their duties and responsibilities as our executive directors other than the retention agreement and the offer letter that was entered into between Dole Food Company and Mr. Lindén further described below.

Compensation Committee Role

The remuneration of our named executive officers is set by our Compensation Committee. In determining the terms and the amounts of our named executive officers’ compensation, our Compensation Committee primarily considers the types and amounts paid by the Group’s peer group companies to individuals in similar roles, the experience and performance of each executive and the amount needed to attract or retain, as applicable, a particular executive officer. The Compensation Committee also considers the objectives of the Group’s executive compensation program when determining the types and amount of compensation to be provided to our named executive officers.

The Compensation Committee, or Committee, meets as often as required during the year in furtherance of its duties.

Benchmarking

Taking into account the additional responsibilities arising from the Transaction and this offering, the Committee retained the services in 2021 of FW Cook, an independent executive compensation consulting firm, to review and advise on the Group’s executive compensation program, including the competitiveness of the Group’s executive compensation programs relative to comparable companies. FW Cook provided the Committee with relevant market data relating to each named executive officer’s position at Dole plc.

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The Committee reviewed the external pay data provided by FW Cook to understand the relevant labor markets in which Dole plc competes for executive talent. To this end, multiple data sources were considered to facilitate a broad understanding of market pay rates. These sources included a custom group of industry peer companies. The custom peer group included U.S. companies in related industries that roughly approximate Dole plc in terms of size across a variety of metrics, including annual revenues, EBITDA and capitalization. The custom peer group is shown below and comprises 21 companies in comparable industries.

Campbell Soup

Casey’s General Stores

Conagra Brands

Darling Ingredients

Flowers Foods

Fresh Del Monte Produce

Grocery Outlet Holding

Ingredion

J.M. Smucker

Lamb Weston

Performance Food Group

Pilgrim’s Pride

Post

Sanderson Farms

Seaboard

SpartanNash

Sprouts Farmers Market

TreeHouse Foods

United Natural Foods

US Foods Holding

Weis Markets

Fixed Salary

Fixed salaries of named executive officers are reviewed annually by the Committee with regard to personal performance, Group performance and competitive market remuneration levels.

A detailed review was undertaken in 2020 by Total Produce and the conclusion was that the mix of Fixed Salaries and annual bonuses of Messrs. McCann, Byrne and Davis should be adjusted whilst recognizing the need to adopt Fixed Salaries more commensurate with our relevant peers. Therefore, it was considered appropriate to reclassify a portion of their annual bonuses as non-pensionable salary and introduce a revised annual bonus structure. The changes implemented in 2020 were made having regard to (i) the significant increase in the complexity of their roles and responsibilities, already experienced by virtue of the transformational initial investment in DFC Holdings and (ii) the anticipated further increases to those roles and responsibilities that would be associated with the further combination of Total Produce and Dole Food Company.

Fixed Salaries in 2020 and prior to the consummation of this offering:


Name
Carl McCann		€ 794,000 (Euro)
Rory Byrne		€ 756,000 (Euro)
Johan Lindén		$ 800,000 (US Dollars)
Frank Davis		€ 504,000 (Euro)

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Annual Incentive Plan; STIP; Retention Bonus

Annual Bonus

Our named executive officers have been eligible for annual bonus awards under the annual incentive plans. These bonus awards, save in exceptional circumstances, were capped at 200% of an executive officer’s Fixed Salary. The level of these bonus awards in any one year depended on an assessment of individual performance against specific personal objectives, and short and long-term corporate objectives. For Messrs. McCann, Byrne and Davis, the value of annual bonus awards achievable in 2020 was reduced to reflect a reclassification of a portion of annual bonuses as non-pensionable salary that was completed during 2020, and the amounts paid to each were $152,546, $515,695 and $144,577, respectively.

For Mr. Lindén, his annual bonus at Dole Food Company was determined based on the achievement of Dole Food Company and Dole Food Company divisional EBITDA performance budgetary goals. His target bonus at Dole Food Company for 2020 was 100% of his annual base salary. Based on actual performance of the EBITDA performance goals, he received an annual bonus in the amount of $893,980 for 2020, which reflected a bonus payout of approximately 112% of target.

For 2021 prior to this offering, the annual bonus awards for our named executive officers shall be determined based on the achievement of performance budgetary goals. For Messrs. McCann, Byrne and Davis, bonus awards shall be based on the achievement of agreed performance budgetary goals for Total Produce. For Mr. Lindén, his bonus award shall be based on the achievement of agreed performance budgetary goals for Dole Food Company.

STIP

We have also provided Messrs. McCann, Byrne and Davis with annual awards under the STIP, which provides for payments to executive officers based on achievement of separately agreed performance measures for Total Produce in respect of the relevant year. It has been the general policy that awards under the STIP are settled in fully vested shares of Total Produce after the deduction for relevant taxes, and such shares cannot normally be disposed of for at least five years from the date of purchase. The aggregate target value of all STIP awards in 2020 was reduced from 100% to 80% of Fixed Salary to reflect the reclassification of a portion of annual bonuses as non-pensionable salary that was completed during 2020. The table below sets forth the performance measures applicable to the 2020 STIP and performance outcomes.

As explained below, we will be implementing changes to these bonus programs effective upon this offering.

Summary of Performance Criteria and Results under the STIP for Fiscal Year Ended December 31, 2020

For performance between the minimum and maximum performance measures, awards vest on a straight-line basis.

The TSR comparator group for 2020 comprised: AarhusKarlshamn, Amsterdam Commodities, Agrana Beteiligungs, Axfood, Bonduelle, Costa Group, Cranswick plc, Emmi Ag, Fresh Del Monte Produce, Glanbia, Greencore Group, Greenyard, Marr, Sligro Food Group, Tate & Lyle and Valora.

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Given the particular complexity in granting the awards in the form of Total Produce shares in advance of the Transaction and this offering, the awards under the STIP for the fiscal year ended December 31, 2020, were settled in cash rather than shares of Total Produce. On the commencement of the 2021 Omnibus Incentive Compensation Plan, described below, the STIP will be discontinued.


Performance Measure	Minimum Award	Maximum Award	Actual Performance Outcome	Actual Amount Earned (reflected as a percentage of Fixed Salary)
Growth in adjusted earnings per share over previous year. The 2020 EPS base hurdle being 14.12	4% of the aggregate of director fees and basic salary for EPS growth of 5%	26.5% of the aggregate of director fees and basic salary for EPS growth of 15%	9.14%	13.31%

Growth in average share price for the year over the average share price for the previous year. The 2020 base price is €1.5320	4% of the aggregate of director fees and basic salary for growth in average share price of 5%	26.5% of the aggregate of director fees and basic salary for growth in average share price of 15%	-24%	0%

Total shareholder return (“TSR”) benchmarked against a comparator group of 16 other companies	8% of the aggregate of director fees and basic salary for achievement of median TSR (ranked 8^th)	27% of the aggregate of director fees and basic salary for achievement of 75^th percentile TSR (ranked 4^th or higher)	Ranked 12^th	0%

Total	16% of Fixed Salary	80% of Fixed Salary		13.31% of Fixed Salary

Retention Bonus and Offer Letter with Mr. Lindén

Dole Food Company entered into an offer letter and a retention agreement with Mr. Lindén in 2015 and 2018, respectively. Under the terms of his offer letter, if Mr. Lindén’s employment is terminated without cause, he is entitled to the following severance benefits (i) relocation back to Germany in accordance with Dole Food Company’s relocation policy and (ii) 18 months of his base salary. Mr. Lindén also entered into a retention agreement with Dole Food Company pursuant to which he was or is entitled to a retention bonus, payable in three equal annual installments on July 31 of each of 2019, 2020 and 2021; provided that if his employment is involuntarily terminated by Dole Food Company other than due to death, disability or cause, as set forth in the retention agreement, then Mr. Lindén would receive the greater of the balance of any retention payments or the amount of severance owed to him under any severance agreement, plan, policy or arrangement with Dole Food Company. The final installment of $1,610,000 is payable on July 31, 2021.

Equity Compensation Arrangements

Employee Profit Sharing Scheme

We maintain employee profit sharing schemes for our Irish and UK employees, including our non-U.S. based named executive officers, under which the scheme trustees purchase shares in the market on behalf of the relevant employees. Johan Lindén is therefore not eligible to participate in

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these schemes. The maximum purchase that may be made on behalf of each of our Irish based executives, Messrs. McCann, Byrne and Davis, in any year is capped at €12,700 and each of the executives is appropriated shares of Total Produce from the scheme trust on the basis that the shares are not subject to vesting conditions and the executives have the benefit of all rights to the shares except that the shares cannot be sold within two years of being appropriated to the executives.

In 2019, 26,522 ordinary 1 cent shares in Total Produce were purchased by the trust at market value on behalf of the Messrs. McCann, Byrne and Davis under this scheme (2018: 26,806). No purchases were made in 2020 in respect of our named executive officers.

Employee Share Option Scheme

Until 2016, it was Total Produce’s policy to grant time-vesting share options as an incentive to enhance performance and to encourage employee share ownership in the Company. The employee share option scheme was approved in December 2006 and expired in 2016. At end of 2020, there were no options outstanding to any of our named executive officers and during 2020, no options were exercised by the executive officers. No new options were granted to our named executive officers in 2020.

Dole plc 2021 Omnibus Incentive Compensation Plan

Long-term equity incentive awards assist us in recruiting and retaining individuals with ability and initiative by enabling such individuals to participate in our future success and aligning their interests with our interests and the interests of our shareholders. In consideration of the benefits of long-term equity incentive awards we anticipate adopting a new Dole plc 2021 Omnibus Incentive Compensation Plan (the “Omnibus Plan”), which will be effective upon the completion of this offering and will provide for a broad range of award types that may be granted under the terms of the plan. The following is a summary of the Omnibus Incentive Plan (the “Omnibus Plan”), the final terms of which are not expected to vary materially from this summary. The following summary of the terms of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 10.4 to the registration statement of which this prospectus forms a part.

General

The Omnibus Plan covers the grant of awards to Dole plc employees (including officers), nonemployee consultants and non-executive directors and those of Dole plc’s affiliates, except that incentive stock options may only be granted to employees (including officers) of the Company and its subsidiaries. Under the terms of the Omnibus Plan, ordinary shares of Dole plc (which is estimated to be approximately equal to 8% of the total number of Dole plc ordinary shares issued immediately following this offering) will be authorized for delivery in settlement of awards (including incentive stock options), subject to adjustment upon certain changes in Dole plc’s capitalization or corporate transactions.

The Compensation Committee of Dole plc and an incentive plan committee appointed by the Committee will administer the Omnibus Plan, as set forth in the Omnibus Plan. The Committee generally may delegate any or all of its administrative authority to our Chief Executive Officer or to a Management Committee except with respect to awards to executive officers and non-employee directors. The Compensation Committee oversees non-employee director compensation (any awards to our non-employee directors) subject to full Board approval, and a non-employee director may not be granted awards that taken together with any cash fees paid to such non-employee director during any single calendar year exceeds $500,000 (calculated based on the grant date fair value of such awards for financial accounting purposes); provided that a non-executive chairman may be granted awards in excess of such amount.

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The ordinary shares delivered to settle awards made under the Omnibus Plan may be authorized and unissued shares or treasury shares. If any shares subject to any award granted under the Omnibus Plan (other than a substitute award) are lapsed, forfeited, cancelled, cash-settled or otherwise terminated without delivery of such shares, the shares subject to such awards will again be available for issuance under the Omnibus Plan. Any shares that are withheld or applied as payment for shares issued upon exercise of an award or for the withholding or payment of taxes due upon exercise of the award will again be available for grant under the Omnibus Plan. Also, upon settlement of a stock appreciation right, the number of shares underlying the portion of the stock appreciation right that is exercised shall again be available for grant under the Omnibus Plan.

If a dividend or other distribution (whether in cash, ordinary shares or other property, but excluding any ordinary dividend or distribution), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or repurchase or exchange of our shares or other securities, or other rights to purchase shares of our securities or other similar transaction or event affects our ordinary shares such that the Committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) intended to be made available under the Omnibus Plan, the Committee shall make an equitable change or adjustment as it deems appropriate in the number and kind of securities subject to the Omnibus Plan, outstanding awards thereunder and their applicable exercise prices.

Types of Awards

The Omnibus Plan permits the granting of any or all of the following types of awards to all grantees:

•

stock options, including incentive stock options, or ISOs, and non-qualified stock options;

•

stock appreciation rights, or SARs;

•

restricted stock;

•

deferred stock and restricted stock units;

•

performance units and performance shares;

•

dividend equivalents;

•

bonus shares;

•

other stock-based awards; and

•

cash incentive awards.

Generally, awards under the Omnibus Plan are granted for no consideration other than prior and future services, provided that the nominal value of any newly issued shares subject to the grant is fully paid, as applicable. Awards granted under the Omnibus Plan may, at the discretion of the Committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the Omnibus Plan or other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term and the exercise price of the SAR may not be less than the exercise price of the ISO. The material terms of each award will be set forth in a written award agreement between the grantee and us.

Stock Options and SARs

The Committee is authorized to grant SARs and stock options (including non-qualified stock options and ISOs. ISOs may only be granted to an employee of ours or one of our subsidiary

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corporations). A stock option allows a grantee to purchase a specified number of our ordinary shares at a predetermined price per share (the “exercise price”) during a fixed period measured from the date of grant. A SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share. The exercise price of an option or a SAR will be determined by the Committee and set forth in the award agreement but (except in the case of replacement options granted in the context of a merger) the exercise price may not be less than the fair market value of an ordinary share on the grant date (110 percent of the fair market value in case of certain incentive stock options). The term of each option or SAR is determined by the Committee and set forth in the award agreement, except that the term may not exceed 10 years (5 years in case of certain incentive stock options). The final exercise date of an award may be extended beyond the tenth anniversary of the date of grant where the final exercise date falls in a period when dealing in the Company’s shares is prohibited by law or the Company’s insider trading policy to the 30th day after expiration of the prohibition (to the maximum extent permitted by Section 409A). Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the Committee, by delivering ordinary shares previously owned by the grantee, by delivery of ordinary shares acquired upon the exercise of such option or by delivering restricted shares. The Committee may also permit a grantee to pay the exercise price of an option through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us.

Restricted Shares

The Committee may award restricted shares consisting of ordinary shares which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the Committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. A grantee receiving restricted shares will have all of the rights of a shareholder, including the right to vote the shares and the right to receive any dividends (generally subject to reinvestment into additional restricted shares), except as otherwise provided in the award agreement. Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

Restricted Stock Units and Deferred Stock

The Committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our ordinary shares at the end of specified deferral periods or upon the occurrence of a specified event, which satisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). A restricted stock unit award is the grant of a right to receive a specified number of our ordinary shares (or the cash value thereof) upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). Except as determined by the Committee, if the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award (or the cash value thereof).

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. The award agreement will provide whether grantees may receive dividend equivalents with respect to restricted stock units or deferred stock as well as with respect to performance units and performance shares, described below, and if so, whether such dividend equivalents are distributed in cash if and when the underlying award is no longer subject to vesting conditions or forfeiture when credited or deemed to be reinvested in additional shares of restricted stock units or deferred stock.

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Performance Units

The Committee may grant performance units, which entitle a grantee to cash or shares conditioned upon the fulfilment of certain performance conditions and other restrictions as specified by the Committee and reflected in the award agreement. The initial value of a performance unit will be determined by the Committee at the time of grant. The Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Performance Shares

The Committee may grant performance shares, which entitle a grantee to a certain number of ordinary shares, conditioned upon the fulfilment of certain performance conditions and other restrictions as specified by the Committee and reflected in the award agreement. The Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Bonus Shares

The Committee may grant fully vested ordinary shares as bonus shares or ordinary shares subject to such terms and conditions as are specified in the award agreement. Bonus shares may be awarded in recognition of past performance, as an inducement for a grantee to provide service to us, or, with a grantee’s consent, as payment in lieu of cash remuneration otherwise payable to the grantee.

Dividend Equivalents

The Committee is authorized to grant dividend equivalents which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our ordinary shares. The Committee may provide that dividend equivalents not paid in connection with an award shall either be (i) paid or distributed in cash when the dividend equivalents become vested and non-forfeitable or (ii) be deemed to have been reinvested in additional shares or additional awards. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs and no dividend equivalents granted in connection with other awards may be paid if the related awards are forfeited.

Cash Incentive Awards

The Committee may grant cash incentive awards to any eligible person in such amounts and upon such terms, including the achievement of specific performance goals during the applicable performance period, as the Committee may determine.

The Committee shall establish performance goals applicable to each cash incentive award in its discretion and the amount that will be paid to the grantee pursuant to such cash incentive award if the applicable performance goals for the performance period are met. If an eligible person earns the right to receive a payment with respect to a cash incentive award, such payment will be made in cash in accordance with the terms of the award agreement. If the award agreement does not specify a payment date with respect to a cash incentive award, payment of the cash incentive award will be made no later than the 15th day of the third month following the end of the grantee’s taxable year or our fiscal year during which the performance period ends.

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Other Stock-Based Awards

The Committee may grant awards that are valued in whole or in part by reference to or otherwise based on our shares. The Committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid for in shares, cash or other property.

Performance-Based Awards

The Committee may require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition of awards being granted or becoming exercisable or payable under the Omnibus Plan, or as a condition to accelerating the timing of such events. The Committee has the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals.

Performance conditions may be based on the following: the attainment by an ordinary share of a specified fair market value for a specified period of time or within a specified period of time; earnings per share; earnings per share from continuing operations; total shareholder return; return on assets; return on equity; return on capital; earnings before or after taxes, interest, depreciation, and/or amortization; return on investment; interest expense; cash flow; cash flow from operations; revenues; sales; costs; assets; debt; expenses; inventory turnover; economic value added; cost of capital; operating margin; gross margin; net income before or after taxes; operating earnings either before or after interest expense and either before or after incentives or asset impairments; attainment of cost reduction goals; revenue per customer; customer turnover rate; asset impairments; financing costs; capital expenditures; working capital; strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; customer satisfaction, aggregate product price and other product price measures; safety record; service reliability; debt rating; and achievement of business and operational goals, such as market share, new products, and/or business development or any other performance condition as may be determined to be appropriate.

Awards generally may be settled in cash, ordinary shares, other awards or other property, in the discretion of the Committee.

Change of Control

If there is a takeover, merger or consolidation of us by, with or into another corporation or a sale of substantially all of our ordinary shares (a “Corporate Transaction”) that results in a change in control (as defined in the Omnibus Plan), and the outstanding awards under the Omnibus Plan are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the amount payable per ordinary share in the Corporate Transaction and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee.

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Transferability of Awards

Awards under the Omnibus Plan and rights thereunder may not generally be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a grantee other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order. However, some award agreements may permit certain awards (other than ISOs) to be transferred, without consideration, to the grantee’s immediate family or certain trusts in which all of the primary beneficiaries are the grantee or the grantee’s immediate family. The Committee may also permit a grantee to designate a beneficiary.

Adjustment to Awards and Amendment and Termination of the Omnibus Plan

The terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto) can be adjusted by the Committee in recognition of unusual or nonrecurring events affecting the Company or an affiliate or the financial statements of the Company or an affiliate, or in response to changes in Applicable Laws, regulations or accounting principles and/or in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

The Omnibus Plan may be amended, altered, suspended, discontinued or terminated by our board of directors without further shareholder approval at any time, unless such approval of an amendment or alteration is required by applicable law or regulation or under the rules of any stock exchange or automated quotation system on which the ordinary shares are then listed or quoted. Thus, shareholder approval will not necessarily be required for amendments which might increase the cost of the Omnibus Plan. Shareholder approval will not be deemed to be required under laws or regulations that condition favorable treatment of grantees on such approval, although our board of directors may, in its discretion, seek shareholder approval in any circumstance in which it deems such approval advisable.

In addition, subject to the terms of the Omnibus Plan, no amendment or termination of the Omnibus Plan may materially and adversely affect the right of a grantee under any outstanding award granted under the Omnibus Plan unless every grantee who may be affected has been invited to consent to such amendment and the amendment is approved by a majority of such grantees. Notwithstanding the foregoing, and in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to the Omnibus Plan and outstanding Awards as the Compensation Committee deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code.

Unless earlier terminated by our board of directors, the Omnibus Plan will terminate when no ordinary shares remain reserved and available for issuance and the restrictions on all restricted shares granted under the Omnibus Plan have lapsed or, if earlier, on the tenth anniversary after the adoption of the Omnibus Plan by our board of directors, provided that awards granted prior to the date of such termination will remain outstanding in accordance with their terms.

No Repricing

Notwithstanding any other provision of the Omnibus Plan except those permitting certain adjustments to prevent dilution or enlargement of rights in connection with material events affecting our ordinary shares, no Option or SAR may be amended to reduce the exercise or grant price nor cancelled in exchange for other Options or SARs with a lower exercise or grant price or ordinary shares or cash, without shareholder approval.

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Claw-back Policies

All Awards granted under the Omnibus Plan shall be subject to the terms of any recoupment policy currently in effect or subsequently adopted by the board of directors or the Compensation Committee to implement Section 304 of the Sarbanes-Oxley Act of 2002 or Section 10D of the Exchange Act or as the board of directors or the Compensation Committee otherwise deem appropriate (or with any amendment or modification of such recoupment policy adopted by the Board or the Compensation Committee) to the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to be returned to the Company pursuant to the terms of such recoupment policy. Further, subject to the terms of any recoupment policy, to the extent that a Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of the Award due to a mistake in calculations or other administrative error, the Participant shall be required to repay any such excess amount to the Company.

Severance and Change of Control Arrangements

We anticipate adopting a severance plan (the “Executive Severance Plan”) for our named executive officers, which will be effective as of the approval of our ordinary shares for listing on the New York Stock Exchange. Under the terms of the proposed Executive Severance Plan, the named executive officers would be eligible for severance benefits upon certain terminations of employment in connection with a change in control and also for lesser severance benefits upon certain terminations of employment not in connection with a change in control. The following is a summary of the Executive Severance Plan, the final terms of which are not expected to vary materially from this summary. The following summary of the terms of the Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 10.12 to the registration statement of which this prospectus forms a part.

In the event a named executive officer experiences an involuntary termination of employment from the Company that constitutes a severance from employment as a direct result of a workforce reduction, elimination of operations or job elimination, subject to the executive’s execution of a release of claims, the executive will be eligible for severance equal to the sum of (i) two weeks of the executive’s weekly salary for each year of the executive’s service (pro-rated for partial years) and (ii) an additional number of weeks based on the following:

•

Less than 1 year of service = 0 weeks

•

At least 1 but less than 5 years of service = 2 weeks

•

At least 5 but less than 15 years of service = 4 weeks

•

At least 15 years of service = 6 weeks

The executive will not be entitled to the severance pay described above if the executive continues to be employed for any period of time after the scheduled date of his or her involuntary termination or is offered, but does not accept, a comparable position (as described in the Executive Severance Plan), with a successor or acquiror.

If the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” (as such terms are defined under the Executive Severance Plan) within 24 months following a “change in control” (as defined under the Executive Severance Plan), then the executive will be eligible to receive, subject to the executive’s execution of a release of claims and in lieu of the severance benefits described above (i) a payment equal to two times the sum of the executive’s base salary and target annual bonus, (ii) payment of a pro-rated annual bonus for the year in which the termination occurs, determined based on actual performance and (iii) 24 months’ continued participation in group health benefits or cash amounts in lieu thereof, as applicable.

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Any severance benefits payable to our named executive officers under the Executive Severance Plan shall be reduced (but not below $0) by amounts otherwise payable to such executive under any other severance plan or arrangement with or of the Company and also by the amount of statutory severance amount.

Compensation Changes Effective Upon this Offering

Following the compensation review by the Compensation Committee and the information gathered by and advice received from FW Cook, and taking into account the additional responsibilities arising from the Transaction and this offering, the Compensation Committee intends to increase the annual compensation and benefits provided to our named executive officers effective upon completion of this offering, as shown in the table below. Annual bonus payments will be determined based on the achievement of certain strategic and performance budgetary goals and annual equity awards will be granted under the new Dole plc 2021 Omnibus Incentive Compensation Plan. No increase in Fixed Salary will take place upon the completion of this offering for any named executive officer.


Name	Fixed Salary ($)		Annual Target Incentive Opportunity (% of Fixed Salary) ($)		Annual Target Equity Award (% of Fixed Salary) ($)
Carl McCann		950,000		(70%)665,000	(100%)950,000
Rory Byrne		900,000		(100%)900,000	(150%)1,350,000
Johan Lindén		800,000		(100%)800,000	(100%)800,000
Frank Davis		600,000		(100%)600,000	(100%)600,000

On a domestic currency basis, the Fixed Salaries in the table above reflect no increase from 2020 Fixed Salaries. Any differential in Fixed Salary relative to the 2020 amounts in the Summary Compensation Table is a direct result of Euro to US Dollar currency fluctuation.

Awards to be Granted in Connection with the Transaction

Following the compensation review by the Compensation Committee and the information gathered by and advice received from FW Cook, the Compensation Committee approved certain awards, which the Compensation Committee is proposing to grant our named executive officers under the new Omnibus Plan on the date of the completion of this offering. The grants to each named executive officer will consist of both stock options and restricted stock units and in the amounts set forth in the table below, and each will vest 100% on the three year anniversary of the date of this offering. Under the terms of these stock options and restricted stock units, if the named executive officer’s employment is terminated by reason of the named executive officer’s death, disability or retirement (as such terms are defined in the Omnibus Plan or award agreement, as applicable), then the named executive officer will be entitled to pro-rated vesting of such award based on the portion of the vesting period that the named executive officer was employed prior to such termination. Further, if these awards are assumed or substituted in connection with a change in control by a successor entity (with notice of such assumption or substitution provided to the named executive officers prior to the change in control) and the named executive officer’s employment is terminated by the Company without cause (as defined in the Omnibus Plan), including by reason of death, disability or retirement, or by the executive for good reason (as defined in the Executive Severance Plan), in either case, within twenty-four months following the occurrence of the change in control or if the successor entity does not assume, substitute or continue such awards, then the stock options and restricted stock units subject to such awards will immediately vest in full. The foregoing summary of the terms of the stock option and restricted stock unit awards does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable award agreements, copies of which are attached as Exhibits 10.5 and 10.6 to the registration statement of which this prospectus forms a part.

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Name

Restricted
Stock
Units ($)

Ordinary
Shares
Underlying
Options ($)

Exercise
Price Per
Ordinary
Share (in $)

Grant Date

Expiration Date
(if applicable)

Plan Name

Carl McCann

475,000

10 years for Options

Dole plc 2021 Omnibus Incentive Compensation Plan

Rory Byrne

675,000

10 years for Options

Dole plc 2021 Omnibus Incentive Compensation Plan

Johan Lindén

400,000

10 years for Options

Dole plc 2021 Omnibus Incentive Compensation Plan

Frank Davis

300,000

10 years for Options

Dole plc 2021 Omnibus Incentive Compensation Plan

Additionally, it is also contemplated that one-time cash awards will be granted to named executive officers in connection with the Pro Forma Transactions as summarized below. These grants will be effective upon, and paid on or as soon as practicable following, the IPO date.


Name	Amount of Cash Transaction Awards ($)
Carl McCann		600,000
Rory Byrne		600,000
Frank Davis		600,000

Summary Compensation Table⁽¹⁾

The table below summarizes the compensation attributable to each of our named executive officers for the years 2020, 2019, and 2018.


Name and Principal Position	Year		Salary ($)		Bonus (2)(3)(4) ($)		Non-equity Incentive Plan Compensation (3)(5) ($)		Stock Awards (4)(5) ($)		All Other Compensation (6) ($)		Total ($)
Carl McCann		2020		903,890		152,546		120,670		0		27,322		1,204,428
Executive Chairman		2019		732,949		292,733		0		241,337		26,815		1,293,834
Dole plc		2018		683,472		273,389		0		723,538		24,746		1,705,145

Rory Byrne		2020		860,630		515,695		114,978		0		203,774		1,695,077
Chief Executive Officer		2019		670,380		502,785		0		221,225		199,997		1,594,387
Dole plc		2018		600,984		595,092		0		412,440		210,934		1,819,450

Johan Lindén		2020		800,000		1,610,000		893,980		0		162,992		3,466,972
Chief Operating Officer		2019		800,000		1,610,000		899,740		0		203,250		3,512,990
Dole plc		2018		800,000		1,380,000		2,815,000		0		149,695		5,144,695

Frank Davis		2020		573,754		144,577		76,273		0		145,715		940,319
Chief Financial Officer		2019		446,920		251,393		0		147,484		143,014		988,811
Dole plc		2018		408,905		440,722		0		286,351		150,835		1,286,813

(1)

Amounts shown have, where relevant, been converted from Euro into U.S. dollars. Translations from Euros into U.S. dollars were made at the following rates: 2020: €1.00 to $1.1384; 2019: €1.00 to $1.1173; and 2018: €1.00 to $1.1784. These are the annual average mid rates for the respective periods as per the Total Produce Annual Financial Statements.

(2)	Amounts reflect discretionary cash bonuses awarded based on achievement of performance goals.

(3)	In 2018, Mr. Johan Lindén, in his capacity as CEO of Dole Food Company, and in connection with Total Produce’s acquisition of a 45% equity interest in DFC Holdings, received (i) a one-time cash payment of $1,380,000 as well as (ii) payment of $2,415,000 in settlement of long-term cash

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awards under Dole Food Company’s long-term incentive plan in effect prior to Total Produce’s acquisition of a 45% equity interest in Dole Food Company, payable upon the closing of such acquisition. In addition, in June 2018, Mr. Lindén entered into a retention agreement with Dole Food Company, whereby he was eligible to receive a total retention bonus equal to $4,830,000, payable in three equal instalments of $1,610,000, in July of each of 2019, 2020 and 2021, generally subject to his continued employment through each payment date.

(4)

Amounts reflect an annual one-time bonus award granted in 2018 to each of Messrs. McCann, Byrne and Davis in recognition of their commitment and effort during the year in connection with Total Produce’s acquisition of a 45% equity interest in DFC Holdings. The awards were split between cash and shares, except that Mr. McCann’s award was in shares only. The individual awards were as follows: Mr. McCann, $589,200 in shares; Mr. Byrne, $294,600 in cash and $294,600 in shares; and Mr. Davis, $206,220 in cash and $206,220 in shares. The cash element of these bonuses has been included in the Bonus column above and the share element is included in the Stock Awards column. The Total Produce shares received by the named executive officers must be held for at least five years from award date.

(5)

In addition to the 2018 share awards described in note 4 above, amounts for Messrs. McCann, Byrne and Davis reflect awards under the STIP, which have typically settled in Total Produce shares and are included in the Stock Awards column for years prior to 2020. However, in 2020, these awards were granted and settled in cash as opposed to shares, given the particular complexity in granting shares in advance of the Transaction and this offering. Amounts for Mr. Lindén reflect annual cash bonus amounts paid to him by Dole Food Company based on the achievement of applicable performance goals under Dole Food Company’s annual incentive bonus plan. The 2018 amount for Mr. Lindén also reflects the settlement of his long-term cash awards in the amount of $2,415,000, referenced in note 3, above.

(6)

Amounts shown represent the value of benefits paid by us, including motor expenses, health benefit payments, pension contributions and cash allowance in lieu of the prospective pension entitlements foregone. Specifically, for 2020: (i) Mr. McCann’s amount reflect motor expenses; (ii) Mr. Byrne’s amount reflect pension related payment; (iii) for Mr. Davis, the amount reflects $21,630 in motor expenses and $124,086 in pension-related payments and (iv) for Mr. Lindén the amount reflects $114,387 ESP contributions, $22,800 in 401(k) contributions, $25,565 in health benefit payments and $240 in tax planning expenses.

Grants of Plan-Based Awards

The following table shows all plan-based awards that we granted for the year ended December 31, 2020 to each of our named executive officers. The actual amounts earned by the named executive officers for 2020 with respect to the awards listed in this table are set forth in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table, above.

Amounts shown have, where relevant, been converted from Euro into U.S. dollars. Translations from Euros into U.S. dollars were made at the rate of €1.00 to $1.1384, being the average mid-rate for 2020 as per the Total Produce Annual Financial Statements.

Estimated Future Payouts Under Non-equity Incentive Plan Awards

Name

Type of Award

Grant Date

Threshold
($)

Target
($)

Maximum
($)

Carl McCann

STIP

April 21, 2020

144,622

—

723,112

Rory Byrne

STIP

April 21, 2020

137,701

—

688,504

Johan Lindén

Annual Bonus

November 13, 2019

400,000

800,000

1,600,000

Frank Davis

STIP

April 21, 2020

91,801

—

459,003

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Outstanding Equity Awards at Fiscal Year End

As of December 31, 2020, our named executive officers did not hold or have any beneficial interests in share options or other equity or equity-based grants under the Total Produce 2006 Share Option Plan or any other plan or arrangement.

Pension, Retirement or Similar Benefits

Messrs. McCann, Byrne and Davis have agreed to cap their pension entitlements in line with the provisions of the Finance Acts 2006 and 2011, and where applicable receive a supplementary, taxable, non-pensionable cash allowance or a contribution to a defined contribution scheme in lieu of prospective pension entitlements. The actual cash allowances or contributions to a defined contribution scheme in lieu of the prospective pension entitlements foregone for 2020 were $203,774 and $124,086 for Mr. Byrne and Mr. Davis respectively. No payments were made to Mr. McCann for 2020. In the case of Messrs. McCann, Byrne and Davis, whose pension entitlements have been capped, pensions are calculated to provide for two thirds of the aggregate of such executive officers’ fees and basic pensionable salary to the date of opt out with benefits in respect of dependents continuing to accrue. The supplementary cash allowances have been reduced to allow for increases in dependents’ benefits that accrued during the year.

The pension benefits attributable to the applicable executive officers during the fiscal year ended December 31, 2020, and the total accrued pensions at the end of the year where applicable, were as follows:


	Increase in Accrued Pension during 2020⁽²⁾ ($)		Transfer Value of Increase during 2020⁽³⁾ ($)		Total Accrued Pension at December 31, 2020⁽⁴⁾ ($)		Increase in Accrued Pension during 2019⁽²⁾ ($)		Transfer Value of Increase during 2019⁽³⁾ ($)		Total Accrued Pension at December 31, 2019⁽⁴⁾ ($)
Rory Byrne		—		—		—		—		—		173,888

(1)	Amounts shown have been converted from Euro into U.S. dollars. Translations from Euros into U.S. dollars were made at the rate of €1.00 to $1.216, being the year end mid-rate for 2019 as per Total Produce Annual Financial Statements.

(2)

The increase in accrued pension during the year excludes inflation. No net increase accrued in the year to any named executive officer as the inflationary increase each named executive officer would have received the reduced the value of the pension benefits by more than the increase in value of dependents’ pension benefits accrued.

(3)

The transfer value of the increase in accrued pension has been calculated based on actuarial advice. These transfer values do not represent sums paid or due, but are the amounts that the pension scheme would transfer to another pension scheme in relation to the benefits accrued in the year in the event that a member of the schedule leaves service.

(4)	This represents the pension that would be paid annually on the applicable retirement date based on service to the end of the accounting period.

Mr. Lindén is eligible to participate in a defined contribution 401(k) plan. For U.S. employees generally, we match employees’ contributions to the 401(k) plan up to 6% of eligible compensation as well as a service based contribution of up to 2% based on eligible pay and years of service with the Company.

Mr. Lindén is also eligible to participate in the Excess Savings Plan, or the ESP, pursuant to which eligible employees can contribute up to 100% of eligible earnings (base salary and annual incentive). This plan is a nonqualified savings plan that provides participants with the opportunity to

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contribute amounts on a deferred tax basis which are in excess of the limits that apply to the 401(k) Plan. The ESP is coordinated with the 401(k) Plan so that, on a combined plan basis, participants may defer up to 100% of eligible earnings (generally, base salary and annual incentives) and will receive a company match of the first 6% of eligible earnings. There are no investment options available under the ESP, instead amounts contributed to the ESP accrue interest at a fixed rate. Benefits under the ESP are paid in lump sum no earlier than July 1 of the plan year immediately following the plan year in which the participant terminates employment. The table below identifies information related to contribution and earning in 2020 under these plans in which Mr. Lindén participates.


	Executive Contributions in Last FY		Registrant Contributions in Last FY			Aggregate Earnings in Last FY		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year End
401(k)	$	26,000	$	22,800	⁽¹⁾	$	74,346		—	$	348,647
ESP—4.47% interest rate in 2020	$	83,077	$	114,387	⁽¹⁾	$	23,150		—	$	671,031

(1)	Includes Dole Food Company 2020 matching contribution and service based contribution attributable to 2020.

Potential Payments Upon Termination or Change in Control

Assuming a termination of employment occurred on December 31, 2020, Mr. Lindén would have been entitled to receive severance benefits upon a qualifying termination of his employment on such date under the arrangements in effect for Mr. Lindén at such time, as described above with respect to his retention agreement. In the case of our other named executive officers, any potential payments would currently be determined in accordance with their contractual notice periods and sections 7 and 17 of the Unfair Dismissal Act 1977. In the case of these executives, the figures provided below are therefore only maximum estimated figures as they would require a determination by the Unfair Dismissal Tribunal in Ireland.

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Benefits Due to Termination Event	Involuntary Termination of Employment ($)		Involuntary Not for Cause Termination or Voluntary Good Reason Termination Following Change in Control ($)
Carl McCann
Fixed Salary based severance		1,807,779		—
Annual bonus payment		305,091		—
Payments under Other Compensation		54,643		—
Payments under STIP		241,341		—
Total		2,408,854		—

Rory Byrne
Fixed Salary based severance		1,721,261		—
Annual bonus payment		1,031,390		—
Payments under Other Compensation		407,547		—
Payments under STIP		229,957		—
Total		3,390,155		—

Johan Lindén
Remaining tranche of Retention Agreement		1,610,000		—
Total		1,610,000		—

Frank Davis
Fixed Salary based severance		1,147,507		—
Annual bonus payment		289,154		—
Payments under Other Compensation		291,430		—
Payments under STIP		152,546		—
Total		1,880,637		—

Non-Employee Director Remuneration

We use cash compensation to attract and retain qualified non-employee candidates to serve on the board of directors. In setting non-employee director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as well as the skill sets each non-employee director brings as a member of the board of directors.

Members of the board of directors who are non-employee directors and not otherwise an employee are entitled to receive an annual cash retainer of $80,826, a fee of $11,384 for where they act as the chair of any committee of the Board, a fee of $5,692 for membership of any committee of the Board and the Senior Lead Director receives a fee of $11,384. Non-employee directors were not eligible for stock or option awards in 2020. With the exception of travel expenses, non-employee directors are not eligible for pension benefits, non-qualified deferred compensation or any other cash, equity award or other benefit or fringe benefit.

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The following table presents the individual compensation and benefits provided to our non-employee directors during the fiscal year ended December 31, 2020:


Name	Fees Earned in Cash⁽¹⁾($)		Stock Awards ($)		Total Fees ($)
Imelda Hurley		86,518		—		86,518
Rose Hynes		92,210		—		92,210
Michael Meghen		86,518		—		86,518
Helen Nolan		86,518		—		86,518
Kevin Toland		92,210		—		92,210

(1)

Amounts shown have been converted from Euro into U.S. dollars. Translations from Euros into U.S. dollars were made at the rate of €1.00 to $1.1384, being the average mid-rate for 2020 as per the Total Produce Annual Financial Statements.

Having taken into account the information gathered from the compensation review and the advice received from FW Cook, we intend to vary the annual compensation and benefits provided to our non-employee directors upon completion of this offering in substitution for their existing compensation as directors of Total Produce.

Specifically, commencing with the approval of our ordinary shares for listing on the New York Stock Exchange, each non-employee director member of the Dole plc board of directors will be entitled to receive an annual cash retainer of $85,000 and an annual award of restricted stock units with a grant date value of $85,000. In addition, each committee chair will also receive an annual cash retainer of $10,000. Specifically, on the date of the completion of this offering and thereafter in connection with each annual general meeting of shareholders, each non-employee director member of the Dole plc board of directors (see list of current director nominees on page 179) will receive an award of restricted stock units with a grant date value of $85,000, which restricted stock units will vest in full on the one-year anniversary of the grant date. The foregoing summary of the terms of the restricted stock unit awards does not purport to be complete and is qualified in its entirety by reference to the full text of the award agreement, a copy of which is attached as Exhibit 10.7 to the registration statement of which this prospectus forms a part.

Shareholdings of Our Current Non-Employee Directors

Historically, non-employee directors have not received share grants in Total Produce as part of their remuneration; however, certain directors hold shares in a personal capacity. The interests of the non-employee directors of Dole Food Company in the issued share capital of Total Produce as of December 31, 2020 was as follows:


Name	Ordinary Shares
Timothy George		0
Imelda Hurley		0
Rose Hynes		50,000
Michael Meghen		15,190
Helen Nolan		50,000
Jimmy Tolan		75,595
Kevin Toland		100,000
Total		290,785

Stock Ownership Guidelines

We recognize the importance of our executive officers aligning their interests with shareholders through the building up of a significant shareholding in the Company. Dole plc will therefore be

204

adopting the shareholding guidelines of Total Produce whereby our named executive officers will be required, under normal circumstances, to acquire a holding of shares in Dole plc equal to 100% of Fixed Salary, typically over a five-year period commencing on the date of their appointment to the Board.

It is the general policy of the Company that awards under the Total Produce short-term incentive plan are receivable in shares after the deduction for relevant taxes and cannot normally be disposed of for at least five years from the date of purchase.

The number of shares held by named executive officers expressed as a percentage of Fixed Salary at December 31, 2020 are shown below:


Name	Ordinary Shares		Percentage of Fixed Salary
Carl McCann		5,125,132		884	%
Rory Byrne		2,835,986		514	%
Johan Lindén⁽¹⁾		0		0	%
Frank Davis		2,040,997		555	%
Total		10,002,115

(1)	Johan Lindén currently does not hold any shares of Total Produce. Pursuant to the Dole plc share ownership guidelines he will be required to acquire a number of Dole plc shares equal to 100% of his Fixed Salary over the five years commencing on his appointment to the Board of Dole plc.

Executive Officer and Director Indemnification Agreements

Our Constitution will permit us to indemnify our executive officers and directors to the fullest extent permitted by law, subject to limited exceptions. We have entered or will enter into prior to the completion of this offering indemnification agreements with each of our executive officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Compensation Discussion and Analysis.”

Registration Rights Agreement

The C&C Parties holding Consideration Shares will be entitled to certain registration rights pursuant to a registration rights agreement (the “Registration Rights Agreement”) to be entered into concurrently with the consummation of the Transaction. Pursuant to the registration rights agreement, the C&C Parties will be entitled to make long form and short form demands, subject to the conditions therein, that we register such Consideration Shares. In addition, the C&C Parties have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of this offering. If exercised, these registration rights would enable holders to transfer these securities without restriction under the Securities Act when the applicable registration statement is declared effective. The registration rights agreement further provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

We will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement also contains customary indemnification and contribution provisions.

Indemnification Agreements

Our Articles of Association provide that we will indemnify our directors and officers to the fullest extent permitted by law. In addition, we expect to enter into indemnification agreements with all of our directors and executive officers prior to the completion of this offering. See “Description of Share Capital—Limitation on Liability of Directors and Indemnification.”

Transaction Agreement

On February 16, 2021, we entered into the Transaction Agreement (as amended on April 23, 2021 and from time to time thereafter) with the other Total Produce Parties, DFC Holdings and the C&C Parties, pursuant to which Total Produce has agreed to combine with DFC Holdings under the Company and, upon the terms and subject to the conditions set forth in the Transaction Agreement, complete this offering as soon as possible thereafter. Upon completion, the combined company will trade on the NYSE under “DOLE” and the existing Total Produce listings on the Euronext Growth Dublin and on the AIM London Stock Exchange will be discontinued. In the event Completion does not occur for any reason, the terms of the 2018 Transaction will remain in effect, including the right of TP USA to exercise its options to acquire the Second Tranche and the Third Tranche. See “Description of the Transaction” for more information.

Balmoral

Balmoral is a related party to Total Produce because the Executive Chairman of the Board of Total Produce is also the Chair of the Board of Balmoral.

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In the years ended December 31, 2018, December 31, 2019, and December 31, 2020 a subsidiary of Total Produce continued to lease a number of buildings, was in receipt of property management services and provided IT management services to Balmoral as part of its normal trading activities. The total net expense for the years ended December 31, 2018, December 31, 2019 and December 31, 2020 were $1,526,000, $1,447,000 and $1,430,000, respectively.

Total Produce provided key management services to Balmoral until August 1, 2018. During the fiscal year ended December 31, 2018, Total Produce received income from Balmoral of $215,000 in respect of these key management services relating to the employment costs of the Executive Chairman.

In the fiscal year ended December 31, 2019, a joint venture of Total Produce disposed of assets to a wholly owned subsidiary of Balmoral. The total consideration for the transaction (inclusive of deferred and contingent consideration) was $7,542,000.

Castle & Cooke, Inc.

David H. Murdock owns, inter alia, Castle, a transportation equipment leasing company and a hotel. In the years ended December 31, 2020, December 28, 2019 and December 29, 2018, Dole Food Company paid Mr. Murdock’s companies an aggregate of approximately $4.3 million, $5.0 million and $4.4 million, respectively, primarily for the rental of truck chassis and generator sets. Castle purchased $0.2 million, $0.9 million and $0.6 million of products from Dole Food Company during the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

In 2008, Dole Food Company and North Carolina State University executed a twenty-year sublease agreement pursuant to which Dole Food Company’s research center leases 11,000 gross square feet of office and laboratory space in Kannapolis, North Carolina. Castle is the owner of the property. The rent expense paid to North Carolina State University was $0.7 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018.

On May 20, 2016, Dole Food Company entered into a lease agreement with an entity owned by Mr. Murdock to lease 6,799 square feet of a building located in Kannapolis, North Carolina. The lease commenced on October 1, 2016, for a term of five years, with an option to extend for an additional five years. The rent expense paid to an affiliate was $0.3 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

In the second and third quarter of 2018, Dole Food Company loaned $10.0 million (“Affiliate Note 1”) and $15.0 million (“Affiliate Note 2”), respectively, to entities owned by Mr. Murdock in the form of interest-bearing notes. At December 29, 2018, Dole Food Company had a receivable of $25.5 million due from affiliates related to these notes and accrued interest, which were included in the consolidated statements of members’ equity. On December 31, 2018, Affiliate Note 1 was canceled, and Affiliate Note 2 was amended into a new agreement with a principal amount of $25.0 million due July 30, 2020. Contemporaneously with the new agreement, the affiliate of Mr. Murdock paid $20.5 million on the outstanding note receivable with $20.0 million applied to principal and $0.5 million applied to accrued interest. The affiliate of Mr. Murdock had the right to re-borrow up to the principal amount of the note at any time up to the maturity date of the respective note. On September 9, 2019, the affiliate of Mr. Murdock re-borrowed $20.0 million. On June 30, 2020, the note was amended and restated to extend the maturity date to December 31, 2020. On December 30, 2020, the note was amended and restated again to extend the maturity date to January 31, 2021. In conjunction with these two extensions, accrued interest of $0.9 million and $0.8 million, respectively, was paid to Dole Food Company upon execution. As of December 31, 2020, Dole Food Company had a note outstanding to an entity owned by Mr. Murdock, including accrued interest, of $25.0 million, with a planned maturity date of January 31, 2021.

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Upon signing the Transaction Agreement, the $25.0 million note was extended to November 15, 2021, with interest accruing and owed at maturity. The Transaction Agreement includes a provision that upon closing of the Transaction Agreement, the amount due under the $25.0 million note will be cancelled as a result of the way the IPO is structured.

Dole Food Company entered into an agreement with Castle & Cooke Aviation Services, Inc. where the Company utilizes private aircraft services and hangar space owned by Castle. The expense paid was approximately $0.4 million for the fiscal year ended December 31, 2020 and $0.5 million for the years ended December 28, 2019 and December 29, 2018, respectively.

Dole Food Company had a number of other transactions with other entities owned by Mr. Murdock, on an arm’s-length basis, none of which, individually or in the aggregate, were material. Excluding the interest-bearing notes discussed above, Dole Food Company has less than $0.1 million due from Castle at December 31, 2020 and $0.5 million at December 28, 2019. See “Description of the Transaction—Trademark License Extension” for additional information.

Policies and Procedures for Related Person Transactions

Prior to the completion of this offering, our board of directors will adopt a written related person transaction policy that sets forth certain policies and procedures for the review and approval or ratification of related person transactions, which comprise any transaction, arrangement or relationship in which Dole plc or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” for purposes of such policy means: (i) any person who is, or at any time during the applicable period was, one of our executive officers or one of the directors; (ii) any person who is known by us to be the beneficial owner of more than 5% of the Ordinary Shares; (iii) any immediate family member of any of the foregoing persons (which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) of a director, executive officer or a beneficial owner of more than 5% of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of the Ordinary Shares; and (iv) any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares immediately prior to and following the completion of this offering by:

•

each person known by us to beneficially own more than 5% of our ordinary shares;

•

each of our directors;

•

each of our named Executive Officers (each, an “NEO”);

•

all of our executive officers and directors as a group; and

•

each of the other selling shareholders.

The number of ordinary shares outstanding before this offering and the corresponding percentage of beneficial ownership are based on the number of ordinary shares outstanding as of , 2021 before this offering. The number of ordinary shares outstanding after this offering and the corresponding percentage of beneficial ownership are based on the number of ordinary shares issued and outstanding as of , 2021, after giving effect to this offering (based on the midpoint of the initial public offering price range set forth on the cover of this prospectus). See “Use of Proceeds.”

The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, ordinary shares subject to equity awards or other rights held by such person that are currently exercisable or will become exercisable within 60 days after , 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. The information provided in the table and related footnotes below do not give effect to any potential participation by the shareholders named therein, including any of our directors or executive officers, in the reserve share program with respect to this offering. Each of the shareholders listed has sole voting and investment power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

Securities
Beneficially Owned
Before this Offering

Shares Beneficially
Owned After this
Offering

Ordinary
Shares to
be Sold
Assuming
Full
Exercise
of Over-
Allotment
Option

Shares Beneficially
Owned After this
Offering Assuming
Full Exercise of
Over-Allotment
Option

Name of Beneficial Owner

Shares

Percentage

Ordinary
Shares
Offered

Shares

Percentage

Shares

Percentage

Greater than 5% and Selling Shareholders

Balkan Investment Company and related parties (including Arnsberg Investment Company)

Dolicious Corporation

The Murdock Group, LLC

Castle & Cooke Holdings, Inc.

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Securities
Beneficially Owned
Before this Offering

Shares Beneficially
Owned After this
Offering

Ordinary
Shares to
be Sold
Assuming
Full
Exercise
of Over-
Allotment
Option

Shares Beneficially
Owned After this
Offering Assuming
Full Exercise of
Over-Allotment
Option

Name of Beneficial Owner

Shares

Percentage

Ordinary
Shares
Offered

Shares

Percentage

Shares

Percentage

Selling Stockholders

NEOs and Directors

All executive officers and directors as a group ( persons)

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Set forth below is a summary of the terms of the Credit Agreement governing certain of our outstanding indebtedness. This summary is not a complete description of all of the terms of the Credit Agreement. The Credit Agreement setting forth the terms and conditions of certain of our outstanding indebtedness will be filed as an exhibit to the registration statement of which this prospectus forms a part.

Revolving and Term Facilities

On March 26, 2021 Total Produce entered into a credit agreement (the “Credit Agreement”) with Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent, certain of its subsidiaries and the lenders party thereto. The Credit Agreement provides for a $500.0 million five-year multi-currency senior secured revolving credit facility (the “Revolving Credit Facility”), which is available to Total Produce and certain of its subsidiary co-borrowers.

In connection with the consummation of this offering, the Credit Agreement will likely be amended to provide for an increase in the Revolving Credit Facility to $600.0 million, a decrease in the Term Loan B Facility to $540 million and a new $300.0 million five-year U.S. dollar senior secured term loan A facility (the “Term Loan A Facility and, together with the Term Loan B Facility, the “Term Loan Facilities”; the Term Loan Facilities collectively with the Revolving Credit Facility, the “Facilities”). Proceeds of the Term Loan Facilities will be used to refinance certain Dole Food Company’s existing credit facilities and senior secured notes and in connection with the Completion, certain bilateral facilities of Total Produce will be terminated. Each of the Facilities will be syndicated.

Guarantors

The Revolving Credit Facility is, and the Term Loan Facilities will be, guaranteed by Total Produce plc and certain of its material subsidiaries organized in Ireland, the U.K., the United States, the Netherlands, Denmark and Sweden and secured by a lien on substantially all assets of Total Produce, its co-borrowers and the guarantors, subject to certain agreed exceptions. Upon the amendment to provide for the Term Loan Facilities, Dole plc will become a borrower under the Revolving Credit Facility and the Term Loan Facilities will be guaranteed by Dole plc and certain material Dole Food Company subsidiaries organized in the United States and secured by a lien on substantially all assets of Dole plc and those additional guarantors, subject to certain agreed exceptions.

Interest Rates

Following consummation of this offering, the expected amendment to the Credit Agreement and the Completion, it is expected that (i) interest under the Revolving Credit Facility and the Term Loan A Facility will be payable, at the option of the applicable borrower, either at (x) LIBOR plus 1.00 to 2.75% or (y) a base rate plus 0.00% to 1.75%, in each case, to be determined based on ratings and total net leverage ratio, and (ii) interest under the Term Loan B Facility will be payable, at the option of TP USA,

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either at (x) LIBOR plus 2.00%, with a LIBOR floor of 0.00% or (y) a base rate plus 1.00%. The Term Loan A Facility will amortize annually (payable in equal quarterly installments) in an amount equal to 2.5% of the initial aggregate principal amount of the term loans thereunder and the Term Loan B Facility will amortize annually (payable in equal quarterly installments) in an amount equal to 1.0% of the initial aggregate principal amount of the term loans thereunder.

Covenants

The Credit Agreement contains customary affirmative covenants, including covenants related to financial statements and other information, notices of material events, conduct of the business, payment of taxes, maintenance of properties and insurance, submission to certain inspections, compliance with laws and agreements, use of proceeds, subsidiary guarantees, additional collateral and further assurances, lender calls, and maintenance of ratings. The Credit Agreement also contains customary negative covenants that, subject to certain exceptions, qualifications and “baskets,” generally will limit the ability to incur debt, create liens, make restricted payments, make certain investments, prepay or redeem certain debt, enter into certain transactions with affiliates, change fiscal year, enter into restrictions on distributions from subsidiaries, and enter into certain merger or asset sale transactions. The Credit Agreement requires compliance with a maximum total net leverage ratio of 3.50 to 1.00 to 4.75 to 1.00, depending on fiscal period.

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DESCRIPTION OF SHARE CAPITAL

The following description of our share capital is intended as a summary only and therefore is not a complete description of our share capital. This description is based upon, and is qualified by reference to, our Articles of Association, and applicable provisions of the Irish Companies Act. You should read our Articles of Association, which are filed as an exhibit to the registration statement of which this prospectus forms a part, for the provisions that are important to you.

Capital Structure—Authorized and Issued Share Capital

Our authorized share capital consists of $3,300,000 divided into 300,000,000 ordinary shares, par value $0.01 per share, each and 300,000,000 preferred shares, par value $0.001 per share and €25,000 divided into 25,000 euro shares, par value €1.00. As of , 2021, we had 25,000 euro shares in issue in order to satisfy statutory capitalization requirements for all Irish public limited companies. We had no ordinary or preferred shares outstanding. Following completion of the Share Exchange and the Merger and immediately prior to the completion of this offering, we expect that our issued share capital will consist of ordinary shares and 25,000 euro shares. Once the ordinary shares have been issued, the euro shares will be subject to the following restrictions:

(i)	the euro shares will be non-voting shares and will not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting;

(ii)	the euro shares will only confer the right on a return of capital, on a winding-up or otherwise, to the repayment of the nominal value paid up on the euro shares after repayment of the nominal value of the ordinary shares; and

(iii)

the right of the Company to call for the transfer or surrender to the Company of all of the euro shares for nil consideration as permitted by section 102 of the Act.

We may issue shares subject to the maximum authorized share capital contained in our Articles of Association. The authorized share capital may be increased or reduced (but not below the number of issued ordinary shares, euro shares or preferred shares, as applicable) by a resolution approved by a simple majority of the votes of our shareholders cast at a general meeting (referred to under Irish law as an “ordinary resolution”) (unless otherwise determined by the directors). The shares comprising our authorized share capital may be divided into shares of any nominal value.

The rights and restrictions to which the ordinary shares are subject are prescribed in our Articles of Association. Our Articles of Association entitle our board of directors, without shareholder approval, to determine the terms of our preferred shares. Preferred shares may be preferred as to dividends, rights upon liquidation or voting in such manner as our board of directors may resolve. The preferred shares may also be redeemable at the option of the holder of the preferred shares or at our option and may be convertible into or exchangeable for shares of any of our other class or classes, depending on the terms of such preferred shares. The specific terms of any series of preferred shares offered pursuant to this prospectus will be described in the prospectus supplement relating to that series of preferred shares.

Irish law does not recognize fractional shares held of record. Accordingly, our Articles of Association do not provide for the issuance of fractional shares, and our official Irish register will not reflect any fractional shares.

Whenever an alteration or reorganization of our share capital would result in any of our shareholders becoming entitled to fractions of a share, our board of directors may, on behalf of those

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shareholders that would become entitled to fractions of a share, arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion among the shareholders who would have been entitled to the fractions.

Issuance of Shares

As a matter of Irish law, the directors of a company may issue new ordinary, preferred or euro shares for cash without shareholder approval once authorized to do so by the memorandum and articles of association or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. Our board of directors is authorized pursuant to a shareholder resolution passed on , 2021 to issue new ordinary or preferred shares up to the amount of the authorized but unissued share capital as at that date for cash without shareholder approval for a period of five years from the date of the passing of the resolution.

Pre-emption Rights, Share Warrants and Share Options

Under Irish law certain statutory pre-emption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, we have opted out of these pre-emption rights by way of shareholder resolution passed on , 2021 as permitted under Irish company law. Irish law requires this opt-out to be renewed every five years by a resolution approved by not less than 75% of the votes of our shareholders cast at a general meeting (referred to under Irish law as a “special resolution”) and our current opt-out will expire on , 2026. If the opt-out is not renewed, shares issued for cash must be offered to our existing shareholders on a pro rata basis to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration (such as in a share-for-share acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee share option or similar equity plan.

Our Articles of Association provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which we are subject, the board of directors is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board of directors deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board of directors may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Act provides that directors may issue share warrants or options without shareholder approval once authorized to do so by the Articles of Association. We are subject to the rules of the NYSE that require shareholder approval of certain equity plans and share issuances. Our board of directors may authorize the issuance of shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant authorized share capital limit).

Under Irish law, we are prohibited from allotting shares without consideration. Accordingly, at least the nominal value of the shares issued underlying any restricted share award, restricted share unit, performance share award, bonus share or any other share based grant must be paid pursuant to the Irish Companies Act.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of a company, so far as not previously utilized by distribution or capitalization, less accumulated realized losses of a company, so

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far as not previously written off in a reduction or reorganization of capital, and includes reserves created by way of capital reduction, on a standalone basis. In addition, no distribution or dividend may be made unless our net assets are equal to, or in excess of, the aggregate of our called up share capital plus undistributable reserves and the distribution does not reduce our net assets below such aggregate. Undistributable reserves include the undenominated capital, the amount by which our accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed our accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital and any other reserve that we are prohibited from distributing by applicable law.

The determination as to whether or not we have sufficient distributable reserves to fund a dividend must be made by reference to the “relevant financial statements” of the Company. The “relevant financial statements” are either the last set of unconsolidated annual audited financial statements or unaudited financial statements properly prepared in accordance with the Irish Companies Act, which give a “true and fair view” of the Company’s unconsolidated financial position in accordance with accepted accounting practice in Ireland. The “relevant financial statements” must be filed in the Companies Registration Office (the official public registry for companies in Ireland) prior to the making of the distribution.

Consistent with Irish law, our Articles of Association authorize the directors to declare dividends without shareholder approval out of funds lawfully available for the purpose, to the extent they appear justified by profits and subject always to the requirement to have distributable reserves at least equal to the amount of the proposed dividend. The board of directors may also recommend a dividend to be approved and declared by our shareholders at a general meeting. The board of directors may direct that the payment be made by distribution of assets, shares or cash and no dividend declared or paid may exceed the amount recommended by the directors. Dividends may be paid in U.S. dollars or any other currency.

Our directors may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to us in relation to our shares.

Our directors may also authorize the issuance of shares with preferred rights to participate in our declared dividends. The holders of preferred shares may, depending on their terms, rank senior to our ordinary shares in terms of dividend rights and/or be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

After the completion of the Transaction, the Company intends, subject to confirmation by the Irish High Court, to seek to create distributable reserves, which are required under Irish law in order for the Company to be able to pay dividends and repurchase or redeem shares, by the reduction of the share premium of the Company (including any share premium resulting from a capitalization of any Company reserves) resulting from the issuance of Company shares pursuant to the Share Exchange, the Merger and the completion of this offering.

Share Repurchases, Redemptions and Conversions

Overview

Our Articles of Association provide that, in general, any ordinary share which we have agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by us may technically be effected as a redemption of those shares as described below under “—Repurchases and Redemptions.” If our Articles of Association did not contain such provisions, all repurchases by us would be subject to many of the same rules that apply to purchases of our shares by subsidiaries described below under “—Purchases by Subsidiaries” including the shareholder approval requirements described below. Except where otherwise noted,

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when we refer elsewhere in this prospectus to repurchasing or buying back our ordinary shares, we are referring to the redemption of ordinary shares by us pursuant to the Articles of Association or the purchase of our ordinary shares by a subsidiary of the Company, in each case in accordance with our Articles of Association and Irish law as described below.

Repurchases and Redemptions

Under Irish law, a company may issue redeemable shares and redeem them out of distributable reserves (which are described above under “—Dividends”) or, if the Company proposes to cancel the shares on redemption, the proceeds of a new issue of shares for that purpose. The redemption of redeemable shares may only be made by us where the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of the Company. All redeemable shares must also be fully paid. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the provisions of our Articles described above, shareholder approval will not be required to redeem our shares.

We may also be given an additional general authority by our shareholders to purchase our own shares on-market, which would take effect on the same terms and be subject to the same conditions as applicable to purchases by our subsidiaries as described below.

Our board of directors may also issue preferred shares or other classes or series of shares which may be redeemed at either our option or the option of the shareholder, depending on the terms of such preferred shares. Please see “—Capital Structure—Authorized and Issued Share Capital.”

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by us at any time must not exceed 10% of the nominal value of our issued share capital. We may not exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by us or re-issued subject to certain conditions.

Purchases by Subsidiaries

Under Irish law, an Irish or non-Irish subsidiary of the Company may purchase our shares either as overseas market purchases on a recognized stock exchange such as the NYSE or off-market. For a subsidiary of ours to make market purchases of our shares, our shareholders must provide general authorization for such purchase by way of ordinary resolution. However, as long as this general authority has been granted, no specific shareholder authority for a particular market purchase by a subsidiary of our shares is required. We may elect to seek such general authority, which must expire no later than 18 months after the date on which it was granted, at our annual general meetings.

For an off-market purchase by a subsidiary of ours, the proposed purchase contract must be authorized by special resolution of the shareholders before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and from the date of the notice of the meeting at which the resolution approving the contract is proposed, the purchase contract must be on display or must be available for inspection by shareholders at our registered office from the date of the notice of the meeting at which the resolution approving the contract is to be proposed.

In order for a subsidiary of ours to make an on-market purchase of our shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which our ordinary shares will be listed on completion of this offering, is specified as a recognized stock exchange for this purpose by Irish company law.

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The number of shares held by our subsidiaries at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of our issued share capital. While a subsidiary holds shares of ours, it cannot exercise any voting rights in respect of those shares. The acquisition of our shares by a subsidiary of ours must be funded out of distributable reserves of the subsidiary.

Lien on Shares, Calls on Shares and Forfeiture of Shares

Our Articles of Association provide that we will have a first and paramount lien on every share for all debts and liabilities of any shareholder to the Company, whether presently due or not, payable in respect of such share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made within 14 days after notice demanding payment, we may sell the shares. These provisions are standard inclusions in the Articles of Association of an Irish company limited by shares and will only be applicable to our shares that have not been fully paid up. See “—Transfer and Registration of Shares.”

Consolidation and Division; Subdivision

Under our Articles of Association, we may, by ordinary resolution (unless the directors determine otherwise), divide all or any of our issued share capital into shares of smaller nominal value than our existing shares (often referred to as a share split) or consolidate all or any of our issued share capital into shares of larger nominal value than is fixed by our Articles of Association (often referred to as a reverse share split); provided that the proportion between the amount paid for such share and the amount, if any, unpaid on each reduced share after the subdivision remains the same.

Reduction of Share Capital

We may, by ordinary resolution (unless the directors determine otherwise), reduce our authorized but unissued share capital in any way. We also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel our issued share capital in any manner permitted by the Irish Companies Act.

Annual General Meetings of Shareholders

We are required to hold an annual general meeting at intervals of no more than 15 months; provided that an annual general meeting is held in each calendar year and no more than nine months after our fiscal year-end. Any annual general meeting may be held outside Ireland; provided that technological means are provided to enable shareholders to participate in the meeting without leaving Ireland.

Notice of an annual general meeting must be given to all of our shareholders and to our auditors. Our Articles of Association provide for a minimum notice period of 21 clear days (i.e., 23 days as the clear days’ notice period does not include the day when the notice is given or deemed to be given nor the day of the event for which it is given or on which it is to take effect), which is the minimum permitted under Irish law.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are (i) the consideration of the statutory financial statements, report of the directors, and report of the statutory auditors, (ii) review by the members of the Company’s affairs, (iii) the appointment or re-appointment of the statutory auditors and (where applicable) the re-election of those directors of the relevant class whose terms are expiring.

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At any annual general meeting, only such business may be conducted as has been brought before the meeting:

•

in the notice of the meeting;

•

by or at the direction of the board of directors;

•

in certain circumstances, at the direction of the Irish High Court;

•

as required by law; or

•

that the chair of the meeting determines is properly within the scope of the meeting.

In addition, and subject to compliance with our Articles of Association, shareholders entitled to vote at an annual general meeting may propose business in advance of the meeting to be considered thereat.

Extraordinary General Meetings of Shareholders

Our extraordinary general meetings may be convened by (i) the board of directors, (ii) on requisition of the shareholders holding not less than 10% of our paid up share capital carrying voting rights, (iii) in certain circumstances, on requisition of our auditors; or (iv) in exceptional cases, by order of the Irish High Court.

Extraordinary general meetings are generally held for the purpose of approving shareholder resolutions as may be required from time to time. At any extraordinary general meeting, only such business will be conducted as is set forth in the notice thereof or is proposed pursuant to and in accordance with the procedures and requirements set out in our Articles of Association.

Notice of an extraordinary general meeting must be given to all of our shareholders and to our auditors. Under Irish law and our Articles of Association, the minimum notice periods are 21 clear days’ notice in writing for an extraordinary general meeting to approve a special resolution and 21 clear days’ notice in writing for any other extraordinary general meeting, except that such a meeting may be called by 14 days’ notice where all members who hold shares that carry rights to vote at the meeting are permitted to vote by electronic means at the meeting and a special resolution reducing the period of notice to 14 days has been passed at the immediately preceding annual general meeting, or at a general meeting held since that meeting.

In the case of an extraordinary general meeting convened by our shareholders, the proposed purpose of the meeting must be set out in the requisition notice. Upon receipt of any such valid requisition notice, our board of directors has 21 days to convene a meeting of our shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of our receipt of the requisition notice.

If the board of directors becomes aware that our net assets are not greater than half of the amount of our called-up share capital, our directors must convene an extraordinary general meeting of our shareholders not later than 28 days from the date that the fact is known to a director to be held not later than 56 days from such date. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

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Quorum for General Meetings

Our Articles of Association provide that no business shall be transacted at any general meeting unless a quorum is present. One or more shareholders present in person or by proxy at any meeting of shareholders holding not less than a majority of the issued shares that carry the right to vote at the meeting constitutes a quorum for the conduct of any business at a general meeting. If a meeting is adjourned because a quorum is not present, the quorum at the reconvened meeting shall, if the meeting was convened by resolution of the Directors, be any proxy appointed by DTC entitled to be counted in a quorum present at the meeting provided that the proxy represents more than 33% of the votes that may be cast by all members at the relevant time.

Voting

Our Articles of Association provide that all votes at a general meeting will be decided on a poll and that the board or the chair may determine the manner in which the poll is to be taken and the manner in which the votes are to be counted.

Every shareholder is entitled to one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights may be exercised by shareholders registered in our share register as of the record date for the meeting or by a duly appointed proxy, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company, this company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by our Articles of Association, which provide that our board of directors may permit shareholders to notify us of their proxy appointments electronically.

In accordance with our Articles of Association, our directors may from time to time authorize the issuance of preferred shares or any other class or series of shares. These shares may have such voting rights as may be specified in the terms of such shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be satisfied in the terms of such shares). Treasury shares or shares of ours that are held by our subsidiaries will not be entitled to be voted at general meetings of shareholders.

Irish company law requires special resolutions of the shareholders at a general meeting to approve certain matters. Examples of matters requiring special resolutions include:

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amending our Articles of Association;

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approving a change of name;

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authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit; transaction to a director or connected person;

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opting out of pre-emption rights on the issuance of new shares;

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re-registration from a public limited company to a private company;

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purchase of own shares off-market;

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reduction of issued share capital;

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sanctioning a compromise/scheme of arrangement;

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resolving that the Company be wound up by the Irish courts;

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resolving in favor of a shareholders’ voluntary winding-up;

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re-designation of shares into different share classes;

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setting the re-issue price of treasury shares; and

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variation of class rights attaching to classes of shares (where our Articles of Association do not provide otherwise).

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Neither Irish law nor any of our constituent documents places limitations on the right of non-resident or foreign owners to vote or hold our shares.

Variation of Rights Attaching to a Class or Series of Shares

Under our Articles of Association and the Irish Companies Act, any variation of class rights attaching to our issued shares must be approved by a special resolution passed at a general meeting of the shareholders of the affected class or with the consent in writing of the holders of 75% of the issued shares of that class of shares entitled to vote on such variation. The rights conferred upon the holder of any pre-existing issued shares shall not be deemed to be varied by the issuance of any preferred shares.

The provisions of our Articles of Association relating to general meetings apply to general meetings of the holders of any class of shares except that the necessary quorum is determined in reference to the shares of the holders of the class. Accordingly, for general meetings of holders of a particular class of shares, a quorum consists of one or more shareholders present in person or by proxy holding not less than a majority of the issued and outstanding shares of the class entitled to vote at the meeting in question.

Record Date

Our Articles of Association provide that the board may fix in advance a date as the record date (i) for any such determination of members entitled to notice of or to vote at a general meeting of the members, which record date shall not be more than 60 days before the date of such meeting, and (ii) for the purpose of determining the members entitled to receive payment of any dividend or other distribution, or in order to make a determination of members for any other proper purpose, which record date shall not be more than 60 days prior to the date of payment of such dividend or other distribution or the taking of any action to which such determination of members is relevant.

If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date immediately preceding the date on which notice of the meeting is deemed given under our Articles of Association will be the record date for such determination of members.

Shareholder Proposals

Under Irish law, there is no general right for a shareholder to put items on the agenda of an annual general meeting of a U.S.-listed company, other than as set out in the Articles of Association of a company. Under our Articles of Association, in addition to any other applicable requirements, for business or nominations to be properly brought before an annual general meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to our corporate secretary.

To be timely for an annual general meeting, a shareholder’s notice to our secretary as to the business or nominations to be brought before the meeting must be delivered to or mailed and received at our registered office not less than 60 days nor more than 90 days before the first anniversary of the annual general meeting for the prior year. In the event that the date of the annual general meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the member must be so delivered by close of business on the day that is not earlier than 90 days prior to such annual general meeting and not later than the close of business on the later of (a) 60 days prior to the day of the contemplated annual general meeting or (b) ten days after the day on which public announcement of the date of the contemplated annual general meeting is first made by us. In no

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event shall the public announcement of an adjournment or postponement of an annual general meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice.

To be timely for nominations of a director at an extraordinary general meeting, notice must be delivered, or mailed and received no earlier than 150 days prior to the date of such extraordinary general meeting or, not later than the later of the 90^th day prior to such extraordinary general meeting or the 10^th day following the day the first public announcement of the date of the extraordinary general meeting is made by us.

For nominations to the board, the notice must include all information about the director nominee that is required to be disclosed in proxies for the election of directors under any applicable securities legislation. For other business that a shareholder proposes to bring before the meeting, the notice must include a brief description of the business, the reasons for proposing the business at the meeting and a discussion of any material interest of the shareholder in the business. Whether the notice relates to a nomination to the board of directors or to other business to be proposed at the meeting, the notice also must include information about the shareholder and the shareholder’s holdings of our shares. The chair of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was made or proposed in accordance with these procedures (as set out in our Articles of Association), and if any proposed business is not in compliance with these provisions, to declare that such defective proposal shall be disregarded.

Shareholders’ Suits

In Ireland, the decision to institute proceedings on behalf of a company is generally taken by the Company’s board of directors. In certain limited circumstances, a shareholder may be entitled to bring a derivative action on our behalf. The central question at issue in deciding whether a minority shareholder may be permitted to bring a derivative action is whether, unless the action is brought, a wrong committed against us would otherwise go unredressed. The cause of action may be against a director, another person or both.

A shareholder may also bring proceedings against us in his or her own name where the shareholder’s rights as such have been infringed or where our affairs are being conducted, or the powers of the board of directors are being exercised, in a manner oppressive to any shareholder or shareholders or in disregard of their interests as shareholders. Oppression connotes conduct that is burdensome, harsh or wrong. This is an Irish statutory remedy under Section 212 of the Irish Companies Act and the court can grant any order it sees fit, including providing for the purchase or transfer of the shares of any shareholder.

Forum Selection

Our Articles of Association provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company is deemed to have notice of and consented to the foregoing.

Subject to foregoing, the courts of Ireland have exclusive jurisdiction to settle any dispute arising out of or in connection with our Articles of Association and any proceeding, suit or action arising out of or in connection with the Articles of Association must be brought in the courts of Ireland. Under our Articles of Association, our shareholders are deemed to irrevocably waive any objection to proceedings, suits or actions arising out of or in connection with our Articles of Association in the courts of Ireland on the grounds of venue or on the grounds of forum non conveniens.

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Inspection of Books and Records

Under Irish law, shareholders have the right to: (i) receive a copy of our Articles of Association; (ii) inspect and obtain copies of the minutes of general meetings and any resolutions; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by us; (iv) inspect copies of directors’ service contracts where the unexpired portion of the term for which the contract is to be in force is three years or more or where the contract cannot, within the next ensuing three years, be terminated by the company without payment of compensation; (v) inspect copies of instruments creating charges; (vi) receive copies of statutory financial statements and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (vii) receive financial statements of a subsidiary company of ours which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. Our auditors will also have the right to inspect all of our books, records and vouchers. The auditors’ report must be circulated to the shareholders with our financial statements prepared in accordance with Irish law with the notice of annual general meeting and must be presented to our shareholders at our annual general meeting.

Acquisitions

There are a number of mechanisms for acquiring an Irish public limited company, including:

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a court-approved scheme of arrangement under the Irish Companies Act. A scheme of arrangement with one or more classes of shareholders requires a court order from the Irish High Court and the approval of the shareholders of each participating class or series voting on the scheme of arrangement representing 75% in value of the shares of such participating class or series held by the shareholders voting on the scheme of arrangement, in each case at the relevant meeting or meetings. The quorum for the meeting is two persons holding or representing by proxy at least one-third in nominal value of the issued shares, or class of shares. A scheme of arrangement, if authorized by the shareholder of each participating class or series and the court, is binding on all of the shareholders of each participating class or series;

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through a tender or takeover offer by a third party, in accordance with the Irish Takeover Rules (as defined below) and the Irish Companies Act, for all of our shares. Where the holders of 80% or more of our shares (excluding any shares already beneficially owned by the bidder) have accepted an offer for their shares, the remaining shareholders may also be statutorily required to transfer their shares, unless, within one month, the non-tendering shareholders can obtain an Irish court order otherwise providing. If the offeror has acquired acceptances of 80% of all of our shares but does not exercise its “squeeze-out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms as the original offer, or such other terms as the bidder and the non-tendering shareholders may agree or on such term as an Irish court, on application of the bidder or non-tendering shareholder, may order. If our shares were to be listed on the Euronext Dublin or another regulated stock exchange in the European Union, the aforementioned 80% threshold would be increased to 90%;

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by way of a transaction with a company incorporated in the European Economic Area which includes all member states of the European Union and Norway, Iceland and Liechtenstein (EEA) under the European Communities (Cross-Border Mergers) Regulations 2008 (as amended). Such a transaction must be approved by a special resolution and by the Irish High Court. If we are being merged with another EEA company under the EU Cross-Border Mergers Directive (EU) 2019/2121 and the consideration payable to our shareholders is not all in the form of cash, our shareholders may be entitled to require their shares to be acquired at fair value; and

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by way of a merger with another Irish company under the Irish Companies Act which must be approved by a special resolution and by the Irish High Court.

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Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have statutory appraisal rights. If we are being merged as the transferor company with another EEA company under the European Communities (Cross-Border Merger) Regulations 2008 (as amended) or if we are being merged with another Irish company under the Irish Companies Act, (i) any of our shareholders who voted against the special resolution approving the merger or (ii) if 90% of our shares are held by the successor company, any other of our shareholders, may be entitled to require that the successor company acquire its shares for cash.

Disclosure of Interests in Shares

Under the Irish Companies Act, there is a notification requirement for shareholders who acquire or cease to be interested in 3% of the shares of an Irish public limited company. Our shareholders must therefore make such a notification to us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares or if, as a result of a transaction, a shareholder who was interested in 3% or more of our shares ceases to be so interested. Where a shareholder is interested in 3% or more of our shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue). Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. All such disclosures should be notified to us within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any of our shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.

In addition to these disclosure requirements, under the Irish Companies Act, we may by notice in writing, require a person whom we know or have reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued to have been, interested in shares comprised in our relevant share capital to: (i) indicate whether or not it is the case and (ii) where such person holds or has during that time held an interest in our ordinary shares, to provide additional information, including the person’s own past or present interests in our shares. If the recipient of the notice fails to respond within the reasonable time period specified in the notice, we may apply to court for an order directing that the affected shares be subject to certain restrictions, as prescribed by the Irish Companies Act, as follows:

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any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, will be void;

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no voting rights will be exercisable in respect of those shares;

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no further shares will be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

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no payment will be made of any sums due from us on those shares, whether in respect of capital or otherwise.

Where our shares are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

In the event we are in an offer period pursuant to the Irish Takeover Rules, accelerated disclosure provisions apply for persons holding an interest in our securities of 1.0% or more.

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Irish Takeover Rules

A transaction in which a third party seeks to acquire 30% or more of our voting rights will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules (the “Irish Takeover Rules”) made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles, which will apply to any transaction regulated by the Irish Takeover Panel:

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in the event of an offer, all holders of securities of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

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the holders of the securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer;

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where it advises the holders of securities, the board of the target company must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the target company’s places of business;

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the board of the target company must act in the interests of the Company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

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false markets must not be created in the securities of the target company, the bidder or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;

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a bidder must announce an offer only after ensuring that he or she can fulfil in full, any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration;

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a target company must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities; and

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a substantial acquisition of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

Under certain circumstances, a person who acquires shares or other of our voting rights may be required under the Irish Takeover Rules to make a mandatory cash offer for our remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer (or any parties acting in concert with the acquirer) during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of shares would (i) increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of our voting rights, or (ii) in the case of a person holding (together with its concert parties) shares representing 30% or more of our voting rights, after giving effect to the acquisition, increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities.

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Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

A voluntary offer is an offer that is not a mandatory offer. If a person makes a voluntary offer to acquire outstanding ordinary shares of ours, the offer price must be no less than the highest price paid for our shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any party acting in concert with it has acquired our ordinary shares (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of our total ordinary shares or (ii) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per ordinary share must not be less than the highest price paid by the bidder or any party acting in concert with it during, in the case of (i), the 12-month period prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with any party acting in concert with it, has acquired less than 10% of our total ordinary shares in the 12-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of our voting rights. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of our voting rights is prohibited if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of our voting rights and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Anti-Takeover Provisions

Shareholder Rights Plan

Our Articles of Association expressly authorize our board of directors to adopt a shareholder rights plan, subject to applicable law. If our board of directors cannot recommend an offer which is subject to pre-conditions (as contemplated by the Notes on Rule 13 of the Irish Takeover Rules) our board of directors is required to convene an extraordinary general meeting to dis-apply all of the restrictions in Rule 21.1 of the Irish Takeover Rules during the offer period of such offer and at the extraordinary general meeting the chair of our board of directors is required to approve the resolution to exercise the majority voting rights attached to a preferred share issued for this purpose. This requirement will expire unless renewed at the annual general meeting of the Company to be held in 2022.

Frustrating Action

Under the Irish Takeover Rules, our board of directors is not permitted to take any action which might frustrate an offer for our shares once our board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or

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(iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board of directors has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

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the action is approved by our shareholders at a general meeting;

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the Irish Takeover Panel has given its consent, where:

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it is satisfied the action would not constitute frustrating action;

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our shareholders that hold 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

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the action is taken in accordance with a contract entered into prior to the announcement of the offer; or

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the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

Business Combinations with Interested Shareholders

Our Articles of Association provide that, subject to certain exceptions, we may not engage in certain business combinations with any person that acquires beneficial ownership of 10% or more of our outstanding voting shares for a period of two years following the date on which the person became a 10% shareholder unless: (i) prior to the date on which the person becomes a 10% shareholder, a majority of our disinterested directors approved the business combination; and (ii) in certain circumstances, the business combination is authorized by a special resolution of disinterested shareholders.

Further Provisions

Certain other provisions of Irish law or our Articles of Association may be considered to have anti-takeover effects, including advance notice requirements for director nominations and other shareholder proposals, as well as those described under the headings “—Description of Share Capital—Capital Structure—Authorized and Issued Share Capital” (regarding issuance of preferred shares), “—Description of Share Capital—Pre-emption Rights, Share Warrants and Share Options,” “—Description of Share Capital—Disclosure of Interests in Shares,” “—Description of Share Capital—Appointment of Directors,” “—Description of Share Capital—Removal of Directors.”

Insider Dealing

The Irish Takeover Rules also provide that no person, other than the bidder, who is privy to confidential price-sensitive information concerning an offer made in respect of the acquisition of a company (or a class of its securities) or a contemplated offer shall deal in relevant securities of the target during the period from the time at which such person first has reason to suppose that such an offer, or an approach with a view to such an offer being made, is contemplated to the time of (i) the announcement of such offer or approach or (ii) the termination of discussions relating to such offer, whichever is earlier.

Corporate Governance

Our Articles of Association allocate authority over the day-to-day management of the Company to the board of directors. Our board of directors may then delegate management of the Company to committees of the board or such other persons as it thinks fit. Regardless of any delegation, the board of directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of

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our Company. The board of directors may create new committees or change the responsibilities of existing committees from time to time. Committees may meet and adjourn as they determine proper. Unless otherwise determined by the board of directors, the quorum necessary for the transaction of business at any committee meeting shall be two of the members of the committee.

Legal Name; Incorporation; Fiscal Year; Registered Office

Our legal and commercial name is Dole plc. We were incorporated in Ireland in June 2017 as a dormant company and we re-registered as a public limited company and changed our name to Dole plc on April 26, 2021. Our registered address is 29 North Anne Street, Dublin 7, D07 PH36, Ireland, D07 PH36. As set forth in our Constitution, our purpose, among other things, is to carry on the business of a holding company and to coordinate the administration, finances and activities of any subsidiaries or associated companies.

Appointment of Directors

The Irish Companies Act provides for a minimum of two directors. Our Articles of Association provide that the number of directors will be not less than three and not more than fourteen. The authorized number of directors within the prescribed range will be determined solely by our board of directors and does not require approval or ratification by the shareholders in a general meeting. Our directors will be elected by way of an ordinary resolution at a general meeting save that directors in contested elections will be elected by a plurality of the votes of the shares present in person or represented by proxy at the relevant general meeting and entitled to vote on the election of directors. If the number of the directors is reduced below the fixed minimum number, the remaining director or directors may appoint an additional director or additional directors to make up such minimum or may convene a general meeting for the purpose of making such appointment. Casual vacancies may be filled by the board of directors.

Our Articles of Association provide that our board of directors is divided into three classes serving staggered three-year terms. Shareholders do not have cumulative voting rights. Accordingly, the holder of a majority of the voting rights attaching to our ordinary shares will, as a practical matter, be entitled to control the election of all directors. At each annual general meeting, directors will be elected for a full term of three years to succeed those directors of the relevant class whose terms are expiring.

Under our Articles of Association, our board of directors has the authority to appoint directors to the board either to fill a vacancy or as an additional director. A vacancy on the board of directors created by the removal of a director may be filled by an ordinary resolution of the shareholders at the meeting at which such director is removed and, in the absence of such election or appointment, the remaining directors may fill the vacancy. The board of directors may fill a vacancy by an affirmative vote of a majority of the directors constituting a quorum. If there is an insufficient number of directors to constitute a quorum, the board may nonetheless act to fill such vacancies or call a general meeting of the shareholders. Under our Articles of Association, if the board fills a vacancy, the director will hold this position as a director for a term that will coincide with the remaining term of the relevant class of director. If there is an appointment to fill a casual vacancy or an addition to the board, the total number of directors shall not at any time exceed the number of directors from time to time fixed by the board in accordance with our Articles of Association.

Removal of Directors

The Irish Companies Act provides that, notwithstanding anything contained in the Articles of Association of a company or in any agreement between that company and a director, the shareholders

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may, by an ordinary resolution, remove a director from office before the expiration of his or her term; provided that notice of the intention to move any such resolution be given by the shareholders to the Company not less than 28 days before the meeting at which the director is to be removed, and the director will be entitled to be heard at such meeting. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment agreement) that the director may have against us in respect of his or her removal.

Director Interested Transactions

Under the Irish Companies Act and our Articles of Association, a director who has an interest in a proposal, arrangement or contract is required to declare the nature of his or her interest at the first opportunity either (i) at a meeting of the board at which such proposal, arrangement or contract is first considered (provided such director knows this interest then exists, or in any other case, at the first meeting of the board after learning that he or she is or has become so interested) or (ii) by providing a general notice to the directors declaring that he or she is to be regarded as interested in any proposal, arrangement or contract with a particular person, and after giving such general notice will not be required to give special notice relating to any particular transaction. Provided the interested director makes such required disclosure, he or she shall be counted in determining the presence of a quorum at a meeting regarding the relevant proposal, arrangement or contract and will be permitted to vote on such proposal, arrangement or contract. Except for the matters specified in our Articles of Association as summarized below, a director will not and will be permitted to vote on such any proposal, arrangement or contract concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company.

A director shall be entitled to vote in respect of any resolutions concerning any of the following matters, namely:

(i)	the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiary or associated companies;

(ii)	the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility;

(iii)

any proposal concerning any offer of shares or debentures or other securities of or by the Company in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

(iv)

any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he is not the holder of or beneficially interested in 1% or more of the issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived) (any such interest being deemed for the purposes of our Articles of Association to be a material interest in all circumstances;

(v)	any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate revenue authorities;

(vi)

any proposal concerning the adoption, modification or operation of any scheme for enabling directors and/or employees of the Company and/or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of directors and/or employees of the Company or any of its subsidiaries under which the director benefits or may benefit; or

(vii)

any proposal concerning the giving of any indemnity pursuant to our Article of Association or the discharge of the cost of any insurance cover purchased or maintained pursuant to our Article of Association.

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Under our Articles of Association, a director may be a director of, other officer of, or otherwise interested in, any company promoted by us or in which we are interested, and such director will not be accountable to us for any remuneration received from such employment or other interest. Our Articles of Association further provide that (i) no director will be prevented from contracting with us because of his or her position as a director, (ii) any contract entered into between a director and us will not be subject to avoidance and (iii) no director will be liable to account to us for any profits realized by virtue of any contract between such director and us because the director holds such office or the fiduciary relationship established thereby.

Directors’ Remuneration

Pursuant to our Articles of Association, the ordinary remuneration of directors who do not hold executive office shall not exceed in aggregate $2,500,000 per annum or such higher amount as may be determined from time to time by ordinary resolution of the shareholders and shall be divisible (unless such resolution shall provide otherwise) among the directors as they may agree, or, failing agreement, equally, except that any such director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration related to the period during which he has held office. Any director who holds any executive office (including for this purpose the office of chair or deputy chair) or who serves on any committee, or who otherwise performs services which in the opinion of the directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the directors may determine.

Borrowing

Pursuant to our Articles of Association, among the directors’ powers are the right to borrow money and to mortgage or charge the Company’s undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds or such other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

Limitation on Liability of Directors and Indemnification

Under our Articles of Association every director, managing director, company secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

Duration; Dissolution; Rights upon Liquidation

Our duration will be unlimited. We may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding-up, a special resolution of shareholders is required. We may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where we have failed to file certain returns. We may also be dissolved by the Director of Corporate Enforcement in Ireland where the affairs of the Company have been investigated by an inspector and it appears from the report or any information obtained by the Director of Corporate Enforcement that we should be wound up.

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The rights of the shareholders to a return of our assets on dissolution or winding up, following the settlement of all claims of creditors, are prescribed in our Articles of Association or the terms of any shares issued by the directors from time to time. The holders of preferred shares in particular may have the right to priority in a dissolution or winding up. If the Articles of Association and terms of issue of the shares of the Company contain no specific provisions in respect of a dissolution or winding up then, subject to the shareholder priorities and the rights of any creditors, the assets will be distributed to shareholders in proportion to the paid-up nominal value of the shares held. Our Articles of Association provide that our ordinary shareholders may be entitled to participate in a winding up, and the method by which the property will be divided shall be determined by the liquidator, subject to a special resolution of the shareholders, but such rights of ordinary shareholders to participate may be subject to the rights of any preferred shareholders to participate under the terms of any series or class of preferred shares.

Share Certificates

Pursuant to the Irish Companies Act, a shareholder is entitled to be issued a share certificate on request and subject to payment of a nominal fee.

Stock Exchange Listing

Our ordinary shares are traded on the NYSE under the symbol “DOLE” and will not be listed on any other exchange.

No Sinking Fund

Our shares have no sinking fund provisions.

Transfer and Registration of Shares

Our transfer agent is Computershare Trust Company, N.A. The transfer agent maintains our share register, and registration in the share register will be determinative of membership in us. A shareholder of ours who only holds shares through a depository or nominee will not be the holder of record of such shares. Instead, the depository or other nominee will be the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares through a depository or nominee to a person who also holds such shares through a depository or other nominee will not be registered in our official share register, as the depository or other nominee will remain the record holder of any such shares.

A written instrument of transfer is required under Irish law in order to register on our official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares through a depository or nominee to a person who holds such shares directly or (iii) from a person who holds such shares through a depository or nominee to another person who holds such shares through a depository or nominee where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on our official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

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Any transfer of our shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to our transfer agent. Our Articles of Association allow us, in our absolute discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty, which is the legal obligation of a transferee. In the event of any such payment, we are (on behalf of ourselves or our affiliates) entitled to (i) seek reimbursement from the transferee or transferor (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the transferee or transferor (at its discretion) and (iii) have a lien against the shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in our shares has been paid unless one or both of such parties is otherwise notified by us.

Our Articles of Association delegate to our company secretary (or such other person as may be nominated by the secretary for this purpose) the authority to execute an instrument of transfer on behalf of a transferring party.

Our Articles of Association grant our board of directors general discretion to decline to register an instrument of transfer unless the transfer is in respect of one class of shares only, the instrument of transfer is accompanied by the certificate of shares to which it relates (if any) and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer, the instrument of transfer is in favor of not more than four transferees and it is lodged at our registered office or such other place as our directors or secretary may appoint.

The directors may suspend registration of transfers from time to time, not exceeding 30 days in aggregate each year, as our board of directors may from time to time determine (except as may be required by law).

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our ordinary shares, and we cannot predict the effect, if any, that sales of shares or availability of any shares for sale will have on the market price of our ordinary shares prevailing from time to time. Sales of substantial amounts of ordinary shares (including shares issued on the exercise of options, warrants or convertible securities, if any) or the perception that such sales could occur, could adversely affect the market price of our ordinary shares and our ability to raise additional capital through a future sale of securities.

Upon the completion of this offering, we will have ordinary shares issued and outstanding (or ordinary shares if the underwriters exercise their option to purchase additional ordinary shares in full). All of the ordinary shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144. In addition, the TP Holders will beneficially own approximately % of our ordinary shares (or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full) and all such shares will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144. Upon the completion of this offering, the C&C Parties will beneficially own approximately % of our ordinary shares (or approximately % if the underwriters exercise their option to purchase additional ordinary shares in full). These shares will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. Subject to the lock-up agreements described below and the provisions of Rules 144 and 701, additional shares will be available for sale as set forth below.

Lock-Up Agreements

See “Underwriting” for a description of the lock-up agreements applicable to our shares.

Rule 144

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding ordinary shares or the average weekly trading volume of our ordinary shares reported during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act, most of our employees, consultants or advisors who purchased shares from us in connection with a qualified compensatory share plan or other written

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agreement are eligible to resell those shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with the holding period or certain other restrictions contained in Rule 144.

Registration Statements on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all ordinary shares subject to outstanding share options and the shares subject to issuance under the Omnibus Incentive Plan. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover ordinary shares.

Registration Rights Agreement

Following the completion of this offering, we will have the Registration Rights Agreement with the C&C Parties, pursuant to which the C&C Parties will be entitled to certain registration rights with respect to the resale of their ordinary shares. For a description of the Registration Rights Agreement, see “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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ANTICIPATED MATERIAL IRISH TAX CONSEQUENCES TO NON-IRISH HOLDERS OF OUR SECURITIES

Scope

The following is a summary of the anticipated material Irish tax consequences to Non-Irish Holders (as defined below) of the acquisition, ownership and disposal of our ordinary shares. The summary is based upon Irish tax laws and the practice of the Revenue Commissioners of Ireland (“Irish Revenue”) in effect on the date of this prospectus and submissions which have been made to the Irish Revenue. Changes in law and/or administrative practice may result in a change in the tax consequences described below, possibly with retrospective effect.

A “Non-Irish Holder” is an individual who beneficially owns their ordinary shares, that is neither a resident nor ordinarily resident in Ireland for Irish tax purposes and does not hold their ordinary shares, in connection with a trade carried on by such person through an Irish branch or agency.

This summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and shareholders should consult their tax advisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the acquisition, ownership and disposal of our ordinary shares. The summary applies only to Non-Irish Holders who hold their ordinary shares, as capital assets and does not apply to other categories of Non-Irish Holders, such as dealers in securities, trustees, insurance companies, collective investment schemes and Non-Irish Holders who acquired, or are deemed to have acquired, their ordinary shares by virtue of an Irish office or employment (performed or carried on to any extent in Ireland).

Irish Tax on Chargeable Gains (Irish CGT)

The current rate of tax on chargeable gains (where applicable) in Ireland is 33%.

Non-Irish Holders will not be within the territorial scope of a charge to Irish CGT on a disposal of their ordinary shares; provided that such ordinary shares neither (a) were used in or for the purposes of a trade carried on by such Non-Irish Holder through an Irish branch or agency, nor (b) were used, held or acquired for use by or for the purposes of an Irish branch or agency.

Stamp Duty

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the greater of the price paid or market value of the shares acquired. Where Irish stamp duty arises it is generally a liability of the transferee. However, in the case of a gift or transfer at less than fair market value, all parties to the transfer are jointly and severally liable.

Irish stamp duty may be payable in respect of transfers of our ordinary shares, depending on the manner in which the ordinary shares are held. The Company has entered into arrangements with DTC to allow the ordinary shares to be settled through the facilities of DTC.

Ordinary Shares Held Through DTC

The Company has requested confirmation from Irish Revenue that transfers of ordinary shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty. We expect this confirmation to be forthcoming.

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Ordinary Shares Held Outside of DTC or Transferred Into or Out of DTC

A transfer of our ordinary shares where any party to the transfer holds such ordinary shares outside of DTC may be subject to Irish stamp duty. In such circumstances, while the payment of Irish stamp duty is primarily a legal obligation of the transferee, when shares are purchased on the NYSE, the purchaser will require the stamp duty to be borne by the transferor.

Holders of our ordinary shares wishing to transfer their ordinary shares into (or out of) DTC may do so without giving rise to Irish stamp duty provided that:

•

there is no change in the beneficial ownership of such shares as a result of the transfer; and

•

the transfer into (or out of) DTC is not effected in contemplation of a sale of such shares by a beneficial owner to a third party.

Due to the potential Irish stamp charge on transfers of our ordinary shares held outside of DTC, it is strongly recommended that shareholders hold our ordinary shares through DTC (or through a broker who in turn holds such shares through DTC).

Withholding Tax on Dividends (DWT)

Distributions made by the Company will, in the absence of one of many exemptions, be subject to DWT, currently at a rate of 25%.

For DWT and Irish income tax purposes, a distribution includes any distribution that may be made by the Company to holders of our ordinary shares, including cash dividends, non-cash dividends and additional shares taken in lieu of a cash dividend. Where an exemption from DWT does not apply in respect of a distribution made to a holder of our ordinary shares, the Company is responsible for withholding DWT prior to making such distribution.

General Exemptions

Irish domestic law provides that a non-Irish resident holder of our ordinary shares is not subject to DWT on distributions received from the Company if such holder of our ordinary shares is beneficially entitled to the distribution and is either:

•

a person (not being a company) resident for tax purposes in a Relevant Territory (including the United States) and is neither resident nor ordinarily resident in Ireland (for a list of Relevant Territories for DWT purposes, please see Annex A to this prospectus);

•

a company resident for tax purposes in a Relevant Territory, provided such company is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;

•

a company that is controlled, directly or indirectly, by persons resident in a Relevant Territory and who is or are (as the case may be) not controlled by, directly or indirectly, persons who are not resident in a Relevant Territory;

•

a company whose principal class of shares (or those of its 75% direct or indirect parent) is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange either in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance; or

•

a company that is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a

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stock exchange in Ireland, a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance

and provided, in all cases noted above (but subject to “—Ordinary Shares Held by U.S. Resident Shareholders” below), the Company or, in respect of our ordinary shares held through DTC, any qualifying intermediary appointed by the Company, has received from the holder of such ordinary shares, where required, the relevant DWT Forms prior to the payment of the distribution. In practice, in order to ensure sufficient time to process the receipt of relevant DWT Forms, the holders of our ordinary shares, where required, should furnish the relevant DWT Form to:

•

its broker (and the relevant information is further transmitted to any qualifying intermediary appointed by the Company) before the record date for the distribution (or such later date before the distribution payment date as may be notified to the holders of our ordinary shares by the broker) if its ordinary shares are held through DTC; or

•

the Company’s transfer agent before the record date for the distribution if its ordinary shares are held outside of DTC.

Links to the various DWT Forms are available at: http://www.revenue.ie/en/tax/dwt/forms/index.html. The information on such website does not constitute a part of, and is not incorporated by reference into, this prospectus.

For non-Irish resident holders of our ordinary shares that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such holder of our ordinary shares to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

Ordinary Shares Held by U.S. Resident Shareholders

Distributions paid in respect of our ordinary shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided the address of the beneficial owner of such ordinary shares in the records of the broker holding such ordinary shares is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by the Company). It is strongly recommended that such holders of our ordinary shares ensure that their information is properly recorded by their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by the Company).

If any holder of our ordinary shares that is resident in the United States receives a distribution from which DWT has been withheld, the holder of such ordinary shares should generally be entitled to apply for a refund of such DWT from the Irish Revenue, provided the holder of such ordinary shares is beneficially entitled to the distribution.

Ordinary Shares Held by Residents of Relevant Territories Other Than the United States

Holders of our ordinary shares who are residents of Relevant Territories, other than the United States, must satisfy the conditions of one of the exemptions referred to above under the heading “—General Exemptions,” including the requirement to furnish valid DWT Forms, in order to receive distributions without suffering DWT. If such holders of our ordinary shares hold their ordinary shares through DTC, they must provide the appropriate DWT Forms to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by the Company) before the record date for the distribution (or such later date before the distribution payment date as may be notified to holders of our ordinary shares by the broker). If such holders of our ordinary shares hold their ordinary shares outside of DTC, they must provide the appropriate DWT Forms to the Company’s transfer agent before the record date for the distribution. It is strongly recommended that

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such holders of our ordinary shares complete the appropriate DWT Forms and provide them to their brokers or the Company’s transfer agent, as the case may be, as soon as possible after receiving their ordinary shares.

If any holder of our ordinary shares who is resident in a Relevant Territory receives a distribution from which DWT has been withheld, the holder of such ordinary shares may be entitled to a refund of DWT from the Irish Revenue provided the holder of such shares is beneficially entitled to the distribution.

Shares Held by Other Persons

Holders of our ordinary shares that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any holders of our ordinary shares are exempt from DWT, but receive distributions subject to DWT, such holders of ordinary shares may apply for refunds of such DWT from the Irish Revenue.

Distributions paid in respect of our ordinary shares held through DTC that are owned by a partnership formed under the laws of a Relevant Territory and where all the underlying partners are resident in a Relevant Territory will be entitled to exemption from DWT if all of the partners complete the appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by the Company) before the record date for the distribution (or such later date before the distribution payment date as may be notified to the holders of our ordinary shares by the broker). If any partner is not a resident of a Relevant Territory, no part of the partnership’s position is entitled to exemption from DWT.

Qualifying Intermediary

Prior to paying any distribution, the Company will put in place an agreement with an entity that is recognized by the Irish Revenue as a “qualifying intermediary,” which will provide for certain arrangements relating to distributions in respect of our ordinary shares that are held through DTC, which are referred to as the “Deposited Securities.” The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the Deposited Securities after the Company delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

The Company will rely on information received directly or indirectly from its qualifying intermediary, brokers and its transfer agent in determining where holders of our ordinary shares reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms. Holders of our ordinary shares that are required to file DWT Forms in order to receive distributions free of DWT should note that such forms are generally valid, subject to a change in circumstances, until December 31 of the fifth year after the year in which such forms were completed.

Income Tax on Dividends Paid on our Ordinary Shares

Irish income tax may arise for certain persons in respect of distributions received from Irish resident companies.

A Non-Irish Holder that is entitled to an exemption from DWT will generally have no Irish income tax or universal social charge liability on a distribution from the Company. A Non-Irish Holder that is not entitled to an exemption from DWT, and therefore is subject to DWT, generally will have no additional Irish income tax liability or liability to universal social charge. The DWT deducted by the Company discharges the Irish income tax liability and liability to universal social charge.

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Capital Acquisitions Tax (CAT)

CAT comprises principally gift tax and inheritance tax on property situated in Ireland for CAT purposes or otherwise within the territorial scope of CAT. CAT could apply to a gift or inheritance of our ordinary shares because our ordinary shares are regarded as property situated in Ireland for CAT purposes. The person who receives the gift or inheritance has primary liability for CAT.

CAT is currently levied at a rate of 33% on the value of any taxable gift or inheritance above certain tax-free thresholds. The appropriate tax-free threshold depends upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous taxable gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT, as are gifts to certain charities. Children have a lifetime tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents. There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

THE IRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY AND ARE NOT INTENDED TO PROVIDE ANY DEFINITIVE TAX REPRESENTATIONS TO HOLDERS. EACH SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our ordinary shares by a U.S. Holder (as defined below) that acquires our ordinary shares in this offering and holds our ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect, and there can be no assurance that the Internal Revenue Service (the “IRS”) or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift or other non-income tax considerations, alternative minimum tax, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of our ordinary shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

•

banks and other financial institutions;

•

insurance companies;

•

pension plans;

•

regulated investment companies;

•

real estate investment trusts;

•

broker-dealers;

•

traders that elect to use a mark-to-market method of accounting;

•

certain former U.S. citizens or long-term residents;

•

tax-exempt entities (including private foundations);

•

holders who acquire their ordinary shares pursuant to any employee share option or otherwise as compensation;

•

investors that will hold ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes;

•

investors that have a functional currency other than the U.S. dollar;

•

persons that actually or constructively own ordinary shares representing 10% or more of our capital stock (by vote or value); or

•

partnerships or other entities or arrangements taxable as partnerships for U.S. federal income tax purposes, or persons holding ordinary shares through such entities,

all of whom may be subject to tax rules that differ significantly from those discussed below.

Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of our ordinary shares.

Unless otherwise indicated, this discussion assumes that we are not, and will not become, a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes. See “—Passive Foreign Investment Company Considerations” below.

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General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia;

•

an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (ii) that has otherwise validly elected to be treated as a U.S. person under the Code.

Dividends

Any cash distributions (including the amount of any Irish tax withheld) paid on our ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, the full amount of any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on our ordinary shares will not be eligible for the dividends received deduction generally allowed to corporations. Dividends received by individuals and certain other non-corporate U.S. Holders may be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (i) (A) our ordinary shares on which the dividends are paid are readily tradable on an established securities market in the United States, or (B) we are eligible for the benefits of the United States-Ireland income tax treaty (the “Treaty”), (ii) we are neither a PFIC nor treated as such with respect to such a U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year (see “—Passive Foreign Investment Company Considerations” below), and (iii) certain holding period requirements are met. We expect our ordinary shares, which we intend to apply to list on the NYSE, will be considered readily tradable on an established securities market in the United States, although there can be no assurance in this regard. Additionally, we expect to be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are considered readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation described in this paragraph, provided the other conditions described above are satisfied.

Dividends paid on our ordinary shares will generally be treated as income from foreign sources and will generally constitute passive category income for U.S. foreign tax credit purposes. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding taxes imposed on dividends received on our ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign taxes withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Sale or Other Disposition

A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of our ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ordinary shares. Any capital gain or loss will be long-term if the ordinary shares have been held for more than one year. Long-term capital gain of individuals and certain other non-corporate U.S. Holders will generally be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a non-U.S. tax is imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under their particular circumstances.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as our company, will be classified as a PFIC for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income, or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income. Based on the current and anticipated value of our assets and composition of our income and assets (taking into account the expected cash proceeds from, and our anticipated market capitalization following, this offering), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination as to whether we are a PFIC for any taxable year is a fact-intensive determination that depends, in part, upon the composition and classification of our income and assets, which cannot be made until after the end of a taxable year.

If we are classified as a PFIC in any year during which a U.S. Holder owns our ordinary shares, certain adverse tax consequences could apply to such U.S. Holder. Certain elections may be available (including a mark-to-market election) to U.S. Holders that may mitigate some of those adverse consequences. You should consult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing of our ordinary shares if we are or become a PFIC.

Transfer Reporting Requirements

A U.S. Holder may be required to file Form 926 (or similar form) with the IRS in certain circumstances. A U.S. Holder who fails to file any such required form could be required to pay a penalty equal to 10% of the gross amount paid for the ordinary shares (subject to a maximum penalty of $100,000, except in cases of intentional disregard). U.S. Holders should consult their tax advisers with respect to this or any other reporting requirement that may apply to an acquisition of our ordinary shares.

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UNDERWRITING

The company, the selling shareholders and the underwriters named below will enter into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter shall severally agree to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC is the representative of the underwriters.


Underwriters		Number of Shares
Goldman Sachs & Co. LLC
Deutsche Bank Securities Inc.
J&E Davy
BofA Securities, Inc.
BMO Capital Markets Corp.
Rabo Securities USA, Inc.
Stephens Inc.

Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional ordinary shares from the Company and an option to purchase up to an additional shares from the selling shareholders to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to these options, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company and the selling shareholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.


Paid by the Company	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Shareholders
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representative may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

Prior to this offering, there has been no public market for the shares. The initial public offering price has been negotiated among the Company and the representative. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and

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earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the final prospectus (the “Lock-Up Period”), we will agree not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the SEC a registration statement under the Securities Act relating to, any securities of the Company that are substantially similar to shares of our ordinary shares, including, but not limited to, any options or warrants to purchase shares of our ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our ordinary shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, other than (A) the shares of our ordinary shares to be sold in this offering, (B) reserved, (C) any ordinary shares issued by us upon the conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for ordinary shares, which securities are outstanding on the date hereof, (D) the grant of equity incentives pursuant to plans in effect as of the completion of this offering, (E) the filing of any registration statement on Form S-8 (or amendment thereto) and (F) the issuance of our ordinary shares as consideration in acquisitions up to a maximum of 5% of the outstanding shares as of the completion of this offering; provided that each person to whom such shares are issued executes a lock-up agreement, unless we obtain the prior written consent of Goldman Sachs & Co. LLC.

Our officers and directors (and certain connected parties thereof) (the “Lock-Up Parties”) will agree that, without the prior written consent of Goldman Sachs & Co. LLC, we and they will not, during the Lock-Up Period (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any ordinary shares of the Company, or any options or warrants to purchase ordinary shares of the Company, or any securities convertible into, exchangeable for or that represent the right to receive ordinary shares of the Company, (ii) engage in any hedging or other transaction or arrangement or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) or (ii) above. The restrictions described above are subject to certain exceptions for transfers, including customary exceptions related to open market transactions, in connection with gifts or transfers to immediate family members or to any trust, the establishment of Rule 10b5-1 plans, the grant or issuance by the Company pursuant to any employee benefit plans and pursuant to any third-party tender offer, merger or similar transaction. See “Shares Eligible for Future Sale” for discussions of certain transfer restrictions.

We intend to submit an application to list our ordinary shares on the NYSE under the symbol “DOLE.” In order to meet one of the requirements for listing our ordinary shares on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 400 beneficial holders.

In connection with the offering, the underwriters may purchase and sell our ordinary shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked”

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short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our ordinary shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of our ordinary shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s ordinary shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our ordinary shares. As a result, the price of our ordinary shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on NYSE, in the over-the-counter market or otherwise.

The Company and the selling shareholders estimate that their share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ . We have agreed to reimburse the underwriters for certain expenses in an amount up to $ .

The Company and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State

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prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the shares may be offered to the public in that Relevant State at any time:

(a)

to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representative for any such offer; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of the shares shall require the Company or the representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

No shares in the Company have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares that either (i) has been approved by the Financial Conduct Authority or (ii) is to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional provisions in Article 74 (transitional provisions) of the Prospectus Amendment etc. (EU Exit) Regulations 2019/1234, except that the shares may be offered to the public in the United Kingdom at any time:

(a)

to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representative for any such offer; or

(c)

in any other circumstances falling within Section 86 of the FSMA;

provided that no such offer of the shares shall require the Issuer or any Manager to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors,” as defined in National Instrument 45-106

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Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients,” as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation; provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “Securities and Futures Ordinance”), (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a “relevant person” (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an “accredited investor” (as defined in Section 4A of the

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SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the “securities” (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a “relevant person” (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an “accredited investor” (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a “relevant person” (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”). The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The securities may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute

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an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

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EXPENSES RELATED TO THE OFFERING

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of ordinary shares being registered. All amounts are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority filing fee and the NYSE listing fee.


Item	Amount to be paid
SEC registration fee	$	10,910
FINRA filing fee	$	15,500
NYSE listing fee		*
Blue sky fees and expenses		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer Agent fees and expenses		*
Miscellaneous expenses		*

Total		$ *

*	To be provided by amendment.

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LEGAL MATTERS

Certain legal matters will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. The validity of the ordinary shares offered by this prospectus will be passed upon for us by Arthur Cox LLP, Dublin, Ireland. Certain legal matters will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of Total Produce plc as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, have been included herein and in the registration statement in reliance upon the reports of KPMG, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Prior to the engagement of KPMG as Total Produce plc’s independent registered public accounting firm to perform audits in accordance with the independence rules of the SEC and the standards of the PCAOB, KPMG identified two impermissible employment relationships and the provision of certain non-audit services to Total Produce plc and its affiliates during the 2020 audit period which are not permissible under the independence rules of the SEC and PCAOB. KPMG remained independent under local independence rules and under independence rules issued by the International Ethics Standards Board for Accountants (“IESBA”). Specifically, during 2020, KPMG:

•

Provided corporate secretarial services to Total Produce plc, its corporate parent, and certain of its subsidiaries. KPMG also maintained statutory registers of certain Irish affiliates of Total Produce plc.

•

Seconded to Total Produce plc a work placement intern to upload (but not produce) tax computations for certain Irish subsidiaries from client prepared records to KPMG’s tax preparation software tool.

•

Provided legal assistance with respect to employment matters arising from the separation of certain French employees of one of the UK subsidiaries of Total Produce.

•

Provided technical management services in connection with two defined benefit plans of a UK subsidiary of Total Produce.

In addition, during the 2020 audit period, two former partners of KPMG Ireland (“Partner 1” and “Partner 2,” respectively) served on the board of Total Produce plc as non-executive directors.

Partner 1 served on the Board from November 28, 2006 to March 31, 2020 and had resigned before this listing was contemplated. Partner 2 served on the Board from October 12, 2012 to January 5, 2021. He served as Chair of the Audit Committee from May 31, 2018 until his retirement from the Board.

Both partners have pension arrangements with KPMG Ireland which are permissible under local independence rules but, as they are not fully funded arrangements, are not permissible under Regulation S-X, Rule, 2-01(c)(2)(iii). Upon identifying this matter the board of directors of Total Produce Plc met on November 30, 2020 to approve the resignation of Partner 2 and released a press release on December 1, 2020 indicating that Partner 2 would be retiring as of the end of the financial year. Partner 2 undertook no duties post December 18, 2020 but remained on the board until January 5, 2021.

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In evaluating these matters, the Audit Committee considered the factors listed below:

•

These services and employment relationships were not prohibited by local independence rules and the IESBA independence rules applicable to KPMG’s relationship with Total Produce as auditors at the time the services were commenced and during the service periods.

•

None of the deliverables under the services will be subject to the PCAOB audit procedures performed by KPMG as part of the Total Produce audit, and the services have no impact on the internal control over financial reporting of Total Produce. Additionally, none of the professionals who provided the impermissible services were or will be members of the KPMG audit engagement team with respect to the audits of the consolidated financial statements of Total Produce.

•

Three of the four services noted above were completed prior to the contemplated transaction, and action was taken by KPMG Ireland to terminate the fourth (the corporate secretarial work) as soon as possible after it was identified.

•

The aggregate fees paid to the KPMG member firms by the Total Produce plc affiliates for the non-audit services in 2020 related to these services were $ 89,000. These fees were insignificant (less than four percent) in relation to the Total Produce plc 2020 worldwide audit fee and are also insignificant to the business of the relevant KPMG member firms providing the services as well as to Total Produce plc.

•

Partner 1 and Partner 2 both retired from their roles on the Board of Total Produce plc during 2020 and early 2021, before the PCAOB audits of the financial statements as of and for the fiscal year ended December 31, 2020 commenced. As such, they did not participate in the approval of the financial statements under the Standards of the PCAOB as of and for the fiscal year ended December 31, 2020.

•

The pension entitlements of the former partners were set at the date each retired from KPMG Ireland and are in fixed amount. The pensions entitlements are not variable in any way and do not reflect the performance of KPMG Ireland after retirement date.

Notwithstanding the matters noted above with respect to the SEC and PCAOB auditor independence rules, KPMG informed the Audit Committee that, after considering all the facts and circumstances and the impact that these matters may have had on KPMG’s objectivity and impartiality with respect to their audits of the consolidated financial statements as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020, it believes it was and is capable of exercising objective and impartial judgment on all issues encompassed within the conduct of its audits of our consolidated financial statements.

The Board also reviewed and considered the impact that these matters had on KPMG’s objectivity and impartiality with respect to their audits of the consolidated financial statements as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020 appearing in this Prospectus and Registration Statement under the applicable SEC and PCAOB independence rules. After considering all of the facts and circumstances, the Board also concluded that KPMG’s objectivity and ability to exercise impartial judgment has not been impaired. Furthermore, the Board concluded that a reasonable investor with knowledge of all relevant facts and circumstances would also conclude that KPMG was and is capable of exercising objective and impartial judgment on all issues encompassed within its audit engagement.

The provision of corporate secretarial services ceased in early 2021 and Partner 2 resigned on January 5, 2021. Accordingly, as the matters extended into 2021, the Board reviewed and considered the impact that these matters would have on KPMG’s objectivity and impartiality with respect to an audit of the consolidated financial statements as of December 31, 2021 and for the year ending

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December 31, 2021. After considering all of the facts and circumstances, and for the reasons set out above with respect to the fiscal year ended December 31, 2020, the Board also concluded that KPMG’s objectivity and ability to exercise impartial judgment would not be impaired. Furthermore, the Board concluded that a reasonable investor with knowledge of all relevant facts and circumstances would also conclude that KPMG would be and is capable of exercising objective and impartial judgment on all issues encompassed within such audit engagements.

The offices of KPMG are located at 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland.

The financial statements of DFC Holdings as of December 31, 2020 and December 28, 2019, and for each of the three years in the period ended December 31, 2020 included in this Prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of Ireland. Many of our directors and officers, and some of the experts named in this prospectus, are residents of Ireland or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States.

In addition, it may not be possible to enforce court judgments obtained in the United States against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. We have been advised by Arthur Cox LLP, our Irish counsel, that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.

The following requirements must be met before a judgment of a U.S. court will be deemed to be enforceable in Ireland:

•

the judgment must be for a definite sum;

•

the judgment must be final and conclusive; and

•

the judgment must be provided by a court of competent jurisdiction.

An Irish court will also exercise its right to refuse enforcement if the U.S. judgment was obtained by fraud, if the judgment violates Irish public policy, if the judgment is in breach of natural or constitutional justice or if it is irreconcilable with an earlier foreign judgment. There is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

253

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act with respect to the ordinary shares offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the ordinary shares offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

Upon the completion of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

254

Index to Consolidated Financial Statements

Total Produce plc


Unaudited Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020			F-2
Unaudited Condensed Consolidated Statements of Operations for the Quarters ended March 31, 2021 and March 31, 2020			F-4
Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Quarters ended March 31, 2021 and March 31, 2020			F-5
Unaudited Condensed Consolidated Statements of Cash Flows for the Quarters ended March 31, 2021 and March 31, 2020			F-6
Unaudited Condensed Consolidated Statements of Equity for the Quarters ended March 31, 2021 and March 31, 2020			F-7
Notes to the Unaudited Condensed Consolidated Financial Statements			F-8
Report of Independent Registered Public Accounting Firm			F-27

Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019			F-29
Consolidated Statements of Operations for the Years Ended December 31, 2020, December 31, 2019 and December 31, 2018			F-31
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, December 31, 2019 and December 31, 2018			F-32
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, December 31, 2019 and December 31, 2018			F-33
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, December 31, 2019 and December 31, 2018			F-34
Notes to the Consolidated Financial Statements			F-35

DFC Holdings, LLC


Unaudited Condensed Consolidated Statements of Operations for the Quarters ended March 31, 2021 and March 31, 2020			F-93
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Quarters ended March 31, 2021 and March 31, 2020			F-94
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020			F-95
Unaudited Condensed Consolidated Statements of Cash Flows for the Quarters ended March 31, 2021 and March 31, 2020			F-96
Unaudited Condensed Consolidated Statements of Members’ Equity for the Quarters ended March 31, 2021 and March 31, 2020			F-97
Notes to the Unaudited Condensed Consolidated Financial Statements			F-98
Independent Auditors’ Report			F-138
Consolidated Statements of Operations for the Years Ended December 31, 2020, December 28, 2019 and December 29, 2018			F-139
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, December 28, 2019 and December 29, 2018			F-140
Consolidated Balance Sheets as of December 31, 2020 and December 28, 2019			F-141
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, December 28, 2019 and December 29, 2018			F-142
Consolidated Statements of Members’ Equity for the Years Ended December 31, 2020, December 28, 2019 and December 29, 2018			F-143
Notes to the Consolidated Financial Statements			F-144

F-1

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2021 (Unaudited)		December 31, 2020
	(U.S. Dollars and shares in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	358,350	$	160,503
Trade receivables, net of allowances of $9,815 and $10,122, respectively		373,463		361,721
Other receivables, net of allowances of $8,582 and $8,448, respectively		53,404		47,486
Inventories		139,391		141,179
Prepaid expenses and other current assets		24,022		19,506

Total current assets		948,630		730,395

Other investments		405		406
Investments in equity method investments		476,780		458,557
Property, plant and equipment, net of accumulated depreciation of $110,831 and $160,111, respectively		207,632		219,665
Goodwill		227,276		234,161
Intangible assets, net of accumulated amortization of $119,607 and $121,721, respectively		62,472		65,634
Right of use assets—operating leases		130,022		140,212
Deferred tax assets		6,780		6,682
Other noncurrent receivables		41,174		30,090

Total assets	$	2,101,171	$	1,885,802

See accompanying notes to the condensed consolidated interim financial statements.

F-2

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ EQUITY


	March 31, 2021 (Unaudited)			December 31, 2020
	(U.S. Dollars in thousands, except share data)
Current liabilities
Accounts payable and accrued liabilities	$	583,312		$	622,717
Bank overdraft		24,811			11,243
Current maturities of debt and finance leases		19,405			20,748
Current maturities of operating leases		22,014			21,910
Defined benefit plan liability		5,534			5,787
Income tax payable		3,759			2,589
Short-term contingent consideration		4,571			4,912

Total current liabilities		663,406			689,906

Long-term debt and finance leases, less current maturities		556,611			314,840
Long-term operating leases, less current maturities		113,464			122,225
Employee benefits		23,713			23,607
Deferred income tax liabilities		27,665			22,451
Long-term contingent consideration		5,446			5,786
Other noncurrent liabilities		15,186			18,755

Total liabilities		1,405,491			1,197,570

Commitments and contingent liabilities (See note 15)
Redeemable noncontrolling interests		31,218			30,317
Shareholders’ equity:
Ordinary shares €0.01 par value; 1,000,000,000 shares authorized, 388,725,000 and 410,724,962 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		4,865			4,865
Additional paid-in capital		196,730			198,232
Accumulated retained earnings		477,717			460,715
Accumulated other comprehensive loss		(135,944	)		(128,803	)
Total equity attributable to Total Produce Plc.		543,368			535,009
Equity attributable to noncontrolling interests		121,094			122,906

Total equity		664,462			657,915

Total liabilities and equity	$	2,101,171		$	1,885,802

See accompanying notes to the condensed consolidated interim financial statements.

F-3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars and shares in thousands, except per share amounts)
Revenue	$	1,051,139		$	983,777
Cost of sales		(966,638	)		(911,460	)

Gross profit		84,501			72,317
Selling, general and administrative expenses		(66,383	)		(65,218	)
Dole transaction costs		(6,777	)		—
Gain on disposal of subsidiary		1,539			—


Operating income		12,880			7,099

Interest income		417			603
Interest expense		(2,252	)		(2,656	)
Other expense		(73	)		(612	)

Income before income taxes and income from investments accounted for under the equity method		10,972			4,434

Income tax (expense)/benefit		(1,256	)		345
Equity in net earnings of investments accounted for under the equity method		16,399			5,699

Net income		26,115			10,478
Less: net income attributable to noncontrolling interests		(4,806	)		(2,147	)

Net income attributable to Total Produce Plc.	$	21,309		$	8,331


Net income per ordinary share attributable to Total Produce Plc.—Basic	$	0.0548		$	0.0214
Net income per ordinary share attributable to Total Produce Plc.—Diluted	$	0.0547		$	0.0214
Weighted average shares outstanding—Basic		388,725			388,525
Weighted average shares outstanding—Diluted		389,894			389,156

See accompanying notes to the condensed consolidated interim financial statements.

F-4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Unaudited)


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Net income	$	26,115		$	10,478
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments		(14,464	)		(29,028	)
Remeasurement loss on defined benefit plans		(364	)		(491	)
Share of unconsolidated affiliates effective portion of cash flow hedges		4,326			4,967

Total other comprehensive loss		(10,502	)		(24,552	)

Comprehensive income/(loss)		15,613			(14,074	)
Less: Comprehensive (income)/loss attributable to noncontrolling interests		(1,445	)		1,867

Comprehensive income/(loss) attributable to Total Produce Plc	$	14,168		$	(12,207	)

See accompanying notes to the condensed consolidated interim financial statements.

F-5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Operating Activities
Net income	$	26,115		$	10,478
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,480			8,919
Non-cash leasing expense		2,276			773
Income from equity method investments		(16,399	)		(5,699	)
Deferred tax expense		(539	)		(173	)
Fair value movement on contingent consideration		41			135
Pension benefit plan expense net of contributions paid		(415	)		(586	)
Dividends received from investees		2,075			871
Dole transaction costs		6,444			—
Gain on disposal of subsidiary		(1,539	)		—
Other		2,084			2,121
Changes in operating assets and liabilities:
Receivables, net of allowances		(39,994	)		(45,439	)
Inventories		(3,811	)		(5,959	)
Accounts payable and accrued expenses		(23,497	)		(10,753	)

Cash flow used by operating activities		(37,679	)		(45,312	)


Investing Activities
Proceeds from disposal of equity investments		—			2,321
Capital expenditure payments		(8,669	)		(5,970	)
Payment of contingent consideration		(507	)		(84	)
Investment in unconsolidated companies		(596	)		(500	)
Purchase of business, net of cash acquired		—			829
Other		654			84

Cash flow used by investing activities		(9,118	)		(3,320	)


Financing Activities
Proceeds from long-term debt		551,306			77,168
Repayment of long-term debt		(288,953	)		(26,807	)
Payment of debt issue costs		(7,500	)		—
Lease repayments on finance leases		(522	)		(1,481	)
Dividends paid		(4,307	)		—
Dividends paid to noncontrolling interests		(2,174	)		(1,585	)


Cash flow provided by financing activities		247,850			47,295

Effect of foreign currency exchange rate changes on cash		(3,206	)		(5,600	)
Net increase/(decrease) in cash and cash equivalents		197,847			(6,937	)
Cash and cash equivalents at beginning of period		160,503			129,577

Cash and cash equivalents at end of period	$	358,350		$	122,640


Supplemental cash flow disclosures:
Cash paid for income taxes		(1,456	)		(2,341	)
Cash paid for interest		(1,148	)		(2,278	)

Non-cash financing and investing activities:
Right-of-use assets obtained in exchange for new operating lease obligations		5,322			2,131
Purchases of assets under financing lease obligations		247			8,427

See accompanying notes to the condensed consolidated interim financial statements.

F-6

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

(U.S. Dollars in thousands)


	Ordinary Shares		Additional Paid-In Capital			Accumulated Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity Attributable to Total Produce plc			Noncontrolling interest			Total Shareholders’ Equity
Balance at January 1, 2020	$	4,863	$	202,619		$	418,923		$	(131,604	)	$	494,801		$	119,192		$	613,993
Net income		—		—			8,331			—			8,331			2,147			10,478
Other comprehensive loss, net of tax		—		—			—			(20,538	)		(20,538	)		(4,014	)		(24,552	)
Transactions with shareholders
Dividends paid		—		—			—			—			—			(1,860	)		(1,860	)
Acquired noncontrolling interest		—		—			—			—			—			279			279
Redeemable non-controlling interest		—		2,020			—			—			2,020			(805	)		1,215

Balance at March 31, 2020	$	4,863	$	204,639		$	427,254		$	(152,142	)	$	484,614		$	114,939		$	599,553

	Ordinary Shares		Additional Paid-In Capital			Accumulated Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity Attributable to Total Produce plc			Noncontrolling interest			Total Shareholders’ Equity
Balance at January 1, 2021	$	4,865		198,232			460,715			(128,803	)		535,009			122,906			657,915
Net income		—		—			21,309			—			21,309			4,806			26,115
Other comprehensive loss, net of tax		—		—			—			(7,141	)		(7,141	)		(3,361	)		(10,502	)
Transactions with shareholders
Dividends paid		—		—			(4,307	)		—			(4,307	)		(2,533	)		(6,840	)
Acquisition of noncontrolling interest		—		—			—			—			—			71			71
Redeemable noncontrolling interest		—		(1,502	)		—			—			(1,502	)		(795	)		(2,297	)

Balance at March 31, 2021	$	4,865	$	196,730		$	477,717		$	(135,944	)	$	543,368		$	121,094		$	664,462

See accompanying notes to the condensed consolidated interim financial statements.

F-7

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

1. General Information

Total Produce plc (the “Company”) is a company tax resident and incorporated in Ireland. Operating from 30 countries primarily across Europe, North America and South America, Total Produce plc and its subsidiaries (together “Total Produce” or the “Group”) are involved in the growing, sourcing, importing, packaging, marketing and distribution of an extensive selection of fresh fruits, vegetables and flowers, serving the retail, wholesale and foodservice sectors. References in this Report to “we,” “our” and “us” refer to Total Produce plc and its subsidiaries, unless the context indicates otherwise.

2. Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 have been prepared in accordance with U.S. GAAP for interim financial information and on a basis that is substantially consistent with the accounting principles applied in our audited consolidated financial statements as of and for the year ended December 31, 2020. In our opinion, these interim financial statements include all the normal and recurring adjustments that are necessary to fairly state the results for the interim periods presented.

We have condensed the consolidated balance sheet at December 31, 2020 as compared to our audited consolidated financial statements at that date, and we have omitted certain information and footnote disclosures (including those related to the consolidated balance sheet at December 31, 2020) normally included in financial statements prepared in accordance with U.S. GAAP. These interim financial statements should be read in conjunction with our annual financial statements as of and for the year ended December 31, 2020.

The results for interim periods are not necessarily indicative of those for a full fiscal year. Our unaudited condensed consolidated interim financial statements are stated in U.S. dollars.

Use of Estimates

Estimates and assumptions include, but are not limited to, the areas of: defined benefit pension obligations; impairment of goodwill; valuation of intangible assets; determination of control and evaluation of VIE considerations; measurement of contingent consideration, measurement and classification of noncontrolling interest containing put and call options; recognition of deferred tax assets; measurement of expected credit loss for financial assets; and measurement of right of use assets and lease liabilities. Actual results could differ from these estimates and assumptions.

3. New Accounting Pronouncements

New Accounting Pronouncements Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU introduces new guidance to evaluate whether a step-up in tax

F-8

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction, and also provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax. The ASU also makes changes to the current guidance for making intraperiod allocations and determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, among other changes. This ASU became effective in the first quarter of 2021. The adoption of this ASU did not impact our financial statements or the related disclosures.

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. This ASU became effective in the first quarter of 2021. The adoption of this ASU did not impact our financial statements or the related disclosures.

4. Revenue

The following table presents the Group’s revenues split by revenue to third parties and revenue to equity-accounted affiliates for the three months ended March 31, 2021 and 2020.


	Three months ended March 31, 2021		Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Third party revenue	$	1,022,761	$	957,730
Sales to equity method investments		28,378		26,047

Total revenue	$	1,051,139	$	983,777

The following table presents the Group’s revenues by primary revenue stream for the three months ended March 31, 2021 and 2020.


	Three months ended March 31, 2021		Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Fresh produce	$	1,008,618	$	948,542
Health foods and consumer goods		31,419		27,041
Third party freight		11,102		8,194

Total revenue	$	1,051,139	$	983,777

F-9

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

The following table presents the Group’s revenue by channel for the three months ended March 31, 2021 and 2020.


	Three months ended March 31, 2021		Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Retail	$	611,568	$	539,518
Wholesale		339,487		322,664
Food Service		71,706		95,548
Sales to equity method investments		28,378		26,047

Total revenue	$	1,051,139	$	983,777

5. Segments

ASC 280 Segment Reporting (“ASC 280”) sets out the requirements for disclosure of financial and descriptive information about the operating segments, products and the geographical areas in which the Group operates, as well as information on major customers.

In accordance with ASC 280, the Group’s reportable operating segments, based on how performance is assessed and resources are allocated, are as follows:

•

Europe—Non-Eurozone: This reportable segment is an aggregation of six operating segments in the Czech Republic, Poland, Scandinavia and the United Kingdom. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and share other similar economic characteristics and operate in similar regulatory environments. Up to the middle of 2018, it also included a small healthfoods business that has been discontinued.

•

Europe—Eurozone: This reportable segment is an aggregation of thirteen operating segments principally in France, Ireland, Italy, the Netherlands, Brazil and Spain. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and some healthfoods and consumer goods products, and share other similar economic characteristics, transact in Euro and operate in the same regulatory environment. The Brazilian business is included in the Eurozone as it is a subsidiary of our Dutch businesses and a supplier to our operations in the Eurozone.

•

International: This segment is an aggregation of five operating segments in North America, one in South America and one in India. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and share other similar economic characteristics and operate in similar regulatory environments. They also primarily transact in U.S. Dollar.

•

Dole: This operating segment represents the Group’s 45% interest in Dole. Dole is one of the world’s leading producers, marketers and distributors of fresh fruit and vegetables. It has an iconic brand and leading positions and scale. It is one of the world’s largest producers of bananas and pineapples, and a leader in other fresh fruits, value added and fresh-packed vegetables and berries. In terms of market share, they hold the number one and three positions, respectively, for bananas in North America and Europe, and are number two and three, respectively, for pineapples in North America and Europe. They sell and distribute

F-10

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

throughout a wide network in North America, Europe, Latin America, the Middle East and Africa.

The Chief Operating Decision Maker (‘CODM’) uses Adjusted EBITDA to evaluate segment performance and allocate resources.

Adjusted EBITDA is reconciled below to income before income taxes and income from investments accounted for under the equity method by: (1) subtracting net interest charges (2) subtracting depreciation (3) subtracting intangible asset amortization charges (4) subtracting litigation and transaction related costs (5) adding or subtracting fair value movements on contingent consideration (6) subtracting impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds received (7) subtracting the net unrealized loss or adding the net unrealized gain on derivative instruments; (8) subtracting the net unrealized loss or adding the net unrealized gain on foreign denominated intercompany borrowings; (9) subtracting the net realized loss or adding the net realized gain on noncash settled foreign denominated intercompany borrowings; (10) subtracting restructuring charges or onerous contract costs; (11) subtracting the loss or adding the gain on asset sales for assets held-for-sale and actively marketed property; (12) subtracting financing charges and other debt related costs; (13) adding the gain or subtracting the loss on the sale of equity investments or other business interests and (14) subtracting the foreign currency gains relating to proceeds from share placings. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in Dole (A) deducting costs of discontinued operations; (B) deducting vegetable recalls and related costs and (C) deducting costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. Management uses Adjusted EBITDA when evaluating performance because it eliminates the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers.

Interest expense, interest income and income taxes are managed on a centralized basis. These items are not allocated between operating segments for the purposes of the information presented to the CODM.

Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

F-11

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Adjusted EBITDA


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Europe—Non-Eurozone	$	15,157		$	11,655
Europe—Eurozone		10,964			3,173
International		6,210			4,559
Dole		46,406			35,990

Adjustments
Interest expense, net		(1,835	)		(2,053	)
Depreciation		(6,705	)		(6,008	)
Amortization of intangible assets		(2,775	)		(2,911	)
Dole transaction costs		(6,777	)		—
Litigation and transaction related costs		—			(235	)
Net unrealized loss on derivative financial instruments		(219	)		(102	)
Fair value movements on contingent consideration		(41	)		(136	)
Gain on disposal of business		1,539			—

Items in earnings for equity method investments
Equity in net earnings of investments accounted for under the equity method		(16,399	)		(5,699	)
Group share of depreciation		(11,582	)		(10,023	)
Group share of income tax expense		(15,675	)		(7,715	)
Group share of amortization of intangible assets		(726	)		(750	)
Group share of net gain/(loss) on asset sales/impairments		5,084			(84	)
Group share of net unrealized loss on derivative financial instruments		(110	)		(5,975	)
Group share of net gain on foreign currency denominated intercompany borrowings		2,637			3,315
Group share of restructuring charges and onerous contract costs		—			(797	)
Group share of litigation and transaction costs		(6,924	)		—
Group share of interest expense, net		(7,257	)		(11,770	)

Income before income taxes and income from investments accounted for under the equity method	$	10,972		$	4,434

F-12

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Segmental Revenue

The following table presents the Group’s revenue by reportable segment for the three months ended March 31, 2021 and 2020.


	Three months ended March 31, 2021			Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Europe—Non-Eurozone	$	417,143		$	400,937
Europe—Eurozone		373,099			331,163
International		274,056			264,807
Inter-segment revenue		(13,159	)		(13,130	)

Total	$	1,051,139		$	983,777

Group’s 45% share of revenue of Dole (equity accounted investment)		554,704			543,596

6. Income Taxes

The consolidated provision for income taxes consists of provisions for Irish, US federal and state, and other foreign income taxes. We operate in an international environment; accordingly, the consolidated effective tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. Our quarterly income tax provision is determined based on our estimated full year effective tax rate, adjusted for tax attributable to infrequent or unusual items, which are recognized on a discrete period basis in the income tax provision for the period in which they occur.

Our effective tax rate was 11.4% for the three months ended March 31, 2021, compared to an effective tax benefit of 7.8% for the three months ended March 31, 2020. The effective tax rates in both periods were favorably impacted by the reversal of unrecognized tax benefits due to the lapse of statutes of limitations, resulting in a benefit of $1,907,000 and $1,650,000 for the three months ended March 31, 2021 and 2020, respectively.

Deferred tax recognized directly in other comprehensive income included:


	Three months ended March 31, 2021		Three months ended March 31, 2020
	(U.S. Dollars in thousands)
Deferred tax benefit on remeasurement loss on defined benefit plans	$	65	$	96

Total deferred tax benefit recognized in other comprehensive income	$	65	$	96

F-13

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

7. Earnings Per Share

The computations of basic and diluted net income attributable to ordinary shareholders of Total Produce plc are as follows:


	Three months ended March 31, 2021		Three months ended March 31, 2020
	(U.S. Dollars and shares in thousands, except per share amounts)
Net income attributable to Total Produce plc	$	21,309	$	8,331

Weighted average number of shares—basic		388,725		388,525
Basic earnings per share	$	0.0548	$	0.0214

Weighted average number of shares—diluted		389,894		389,156
Diluted earnings per share	$	0.0547	$	0.0214

8. Inventories

Inventories consisted of the following:


	March 31, 2021		December 31, 2020
	(U.S. Dollars in thousands)
Goods for resale	$	118,694	$	120,897
Consumables		16,945		16,731
Growing crops		3,752		3,551

Total inventories	$	139,391	$	141,179

9. Investments In Unconsolidated Affiliates—Dole


	March 31, 2021		December 31, 2020
	(U.S. Dollars in thousands)
Opening balance	$	340,485	$	313,289
Share of net income		20,555		21,868
Share of other comprehensive income		1,381		4,551
Share of notes and interest issued to affiliates		85		777

Closing carrying amount	$	362,506	$	340,485

F-14

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

The following table provides summarized statement of comprehensive income information for Dole for three-month periods ended March 31, 2021 and March 31, 2020.


	March 31, 2021			March 31, 2020
	(U.S. Dollars in thousands)
Summary Statement of Operations
Revenue	$	1,232,675			1,207,991
Gross Profit		141,384			105,464
Selling, general and administrative expenses		(63,486	)		(48,805	)
Net interest expense		(15,387	)		(25,290	)
Earnings from equity investments		252			6
Other income/(expense)		5,014			(2,883	)

Income before income taxes		67,777			28,492

Income tax expense		(21,360	)		(11,206	)
Loss from discontinued operations		—			(43	)
Less: Net income attributable to noncontrolling interests		(740	)		(721	)

Net income attributable to Dole equity shareholders	$	45,677			16,522
Total Produce 45% share of net income attributable to equity shareholders	$	20,555			7,435


Summary Statement of Other Comprehensive Income

Other comprehensive income/(loss)
Foreign currency translation adjustment, net of income tax of $Nil and $Nil		(7,404	)		(15,702	)
Effective portion of changes in fair value of cash flow hedges, net of income tax of $703 and $1,697		10,472			7,606

Total other comprehensive income/ (loss)		3,068			(8,096	)

Comprehensive income/(loss) attributable to equity shareholders		3,068			(8,096	)

Total Produce 45% share of net income/(loss) attributable to equity shareholders	$	1,381			(3,643	)

F-15

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

10. Goodwill and Intangible Assets

Goodwill

The following table reflects the changes in the carrying amount of goodwill for the three months ended March 31, 2021.


	Europe-Non-Eurozone			Europe—Eurozone			International			Total
	(U.S. Dollars in thousands)
Balance at December 31, 2020
Goodwill	$	118,673			28,843			100,586			248,102
Accumulated impairment losses		(4,496	)		(9,445	)		—			(13,941	)

Goodwill, net of accumulated impairment losses		114,177			19,398			100,586			234,161

Translation and other		(4,817	)		(1,474	)		(594	)		(6,885	)

Balance at March 31, 2021
Goodwill		113,660			26,955			99,992			240,607
Accumulated impairment losses		(4,300	)		(9,031	)		—			(13,331	)

Goodwill, net of accumulated impairment losses	$	109,360			17,924			99,992			227,276

Definite-lived intangible assets

A summary of our amortizable intangible assets is as follows:


	March 31, 2021							December 31, 2020
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
	(U.S. Dollars in thousands)							(U.S. Dollars in thousands)
Customer relationships	$	138,195		(94,815	)		43,380		141,157		(95,581	)		45,576
Other intangible assets		43,884		(24,792	)		19,092		44,053		(23,995	)		20,058

Total definite-lived intangible assets	$	182,079		(119,607	)		62,472		185,210		(119,576	)		65,634

Amortization expense for definite-lived intangible assets was $2,776,000 for the three months ended March 31, 2021. Aside from amortization expense, the changes in definite-lived intangible assets from December 31, 2020 to March 31, 2021 primarily reflect the effects of foreign currency translation.

11. Borrowings

As of March 31, 2021, the principal amount of our outstanding indebtedness totaled $600,827,000 (December 31, 2020: $346,831,000). The increase in outstanding indebtedness during the quarter is primarily due to the timing of the completion and drawdown of the new $500 million five-year multi-currency senior secured Revolving Credit Facility, discussed below. This new Revolving Credit Facility was entered into to refinance and replace $504,616,000 of existing committed revolving credit facilities and to provide extended tenor to the Group under this new Revolving Credit Facility. At March 31, 2021, committed facilities totaling $93,824,000 were cancelled with transitional arrangements in place to provide for the full refinance of all amounts outstanding under those existing revolving credit facilities together with the cancellation of those facilities, which were all completed in early April 2021.

F-16

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Underwriting and arrangement fees of $8,072,000 (December 31, 2020: $669,000) attributable to the revolving credit facilities are included in prepayments on the consolidated balance sheet as at March 31, 2021.

Our undrawn facilities comprised approved revolving debt facilities, committed and uncommitted borrowing facilities and term debt of up to $518,994,000 (December 31, 2020: $388,636,000) in addition to undrawn amounts of $111,727,000 (December 31, 2020: $129,857,000) on approved overdrafts. As of March 31, 2021, we remained in compliance with the financial covenants across our various debt agreements.

The following table provides a summary of our indebtedness as of March 31, 2021 and December 31, 2020:


	As of March 31, 2021											As of December 31, 2020
Debt obligation	Commitment		Undrawn amounts		Amounts outstanding		Weighted average interest rate			Maturity		Amount outstanding
	(U.S. Dollars in thousands)
Revolving credit facilities	$	965,793		450,488		515,305		1.06	%		2021—2026		258,254
Committed notes		46,130		—		46,130		3.21	%		2021—2024		60,097
Uncommitted notes		66,000		66,000		—		—			2023		—
Other (mainly term debt)		8,658		2,505		6,153		4.49	%		2021—2024		7,885
Overdrafts		136,538		111,727		24,811		1.19	%		1 year		11,243
Finance leases		8,428		—		8,428		2.43	%		2021—2025		9,352

Total	$	1,231,547		630,720		600,827							346,831

Current						44,216							31,991
Non-current						556,611							314,840

					$	600,827							346,831

Revolving credit facilities

At March 31, 2021 the Group had bilateral revolving credit facilities primarily with a number of financial institutions. The total of these facilities amounted to $965,793,000 at March 31, 2021 with $450,488,000 remaining undrawn.

On February 17, 2021, the Group and Dole Food Company, Inc (“Dole”). and affiliates of Castle & Cooke, Inc. (the “C&C shareholders”), which own a 55% interest in Dole’s parent company (“Dole Holdings”) (together, the “Parties”), announced that they entered into a binding transaction agreement (the “Agreement”) to combine under a newly created, U.S. listed company (“Dole plc”) (the “Transaction”). The Group has secured a committed debt facility with a term of 5 years to backstop and refinance certain existing Total Produce facilities in advance of the completion of the Transaction. In the event that the Transaction does not complete this committed financing shall remain in place in the Total Produce Group.

On March 26, 2021, Total Produce entered into a credit agreement, which provides for a $500 million five-year term multi-currency senior secured Revolving Credit Facility, which is available to Total Produce and its co-borrowers.

F-17

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

The Credit Agreement also provides for a $940 million seven-year US Dollar senior secured term loan facility (“Term Loan B”) to be available upon the consummation of certain conditions provided therein, including the closing of the Transaction.

After March 31, 2021, Total Produce and the initial arrangers of the facilities amended the financing structure by increasing the Revolving Credit Facility to $600 million, introducing a new $300 million U.S. Dollar senior secured term loan facility (“Term Loan A”) to be provided by commercial banks, which would reduce the Term Loan B commitments to $540 million, and the Credit Agreement will be amended upon closing of the Transaction to reflect these modifications, among other items.

This Revolving Credit Facility is multicurrency giving the Group the ability to draw down borrowings in Euro, US Dollar, Sterling, and Canadian Dollar. Interest on the borrowings is at floating rates set in advance for periods ranging from 1 month to 3 months by reference to the relevant bank benchmark interest rates plus a margin dependent on net leverage of the Group as calculated in accordance with the facility agreement. In addition, we pay fees on unused commitments. The facilities are secured and are guaranteed by Total Produce plc and certain subsidiaries. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

As part of the execution of this Revolving Credit Facility and the transitional arrangements in place as referred to previously, the Group drew down on the $500 million facility in full on March 29, 2021 and placed $232 million on temporary deposit. The drawn amount of this facility was reduced to $268 million in early April 2021 using proceeds of the $232 million deposit.

At March 31, 2021 the Group also had in place a number a number of bilateral revolving credit facilities with other financial institutions with a total commitment of $465,793,000. In April 2021, the Group cancelled $410,792,000 of these facilities.

In early April after cancellation of the other revolving credit facilities and the use of the $232 million deposit to repay drawn amounts on the Revolving Credit Facility, the Group’s total committed, undrawn and outstanding borrowings under the total revolving credit facilities were $555 million, $272 million and $283 million, respectively.

Committed notes

The Group has issued committed notes under two private placement facilities. The Group’s unsecured committed notes which fall due between 2021 and 2024 are comprised of amortizing fixed rate debt issued in 2013 that is maturing in 2021 and 2022 and amortizing fixed rate debt issued in 2017 and maturing in 2021 to 2024. At March 31, 2021 the total unamortized principle on these notes was STG £3,000,000 and $42,000,000, respectively. The facilities are unsecured and are guaranteed by Total Produce plc and certain subsidiaries. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

Uncommitted note facility

In July 2020, the Group renewed a three-year private placement facility of $66,000,000. This facility allows the Group to drawn down long term funding for periods of up to twelve years. The facilities are unsecured and are guaranteed by Total Produce plc and certain subsidiaries. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

F-18

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Bank overdrafts

The Group and its subsidiaries have a number of bank overdraft facilities which are primarily used to fund season working capital requirements. The total of these facilities at March 31, 2021 was $136,538,000 with $111,727,000 available. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

Maturities of debt financing

Maturities of our debt financings excluding debt issuance costs, debt discounts and debt premium as of December 31, 2020 were as follows (translated at the December 31, 2020 Euro to USD exchange rate.


Fiscal Year	Maturity of debt financings
	(U.S. Dollars in thousands)
Remainder of 2021	$	28,128
2022		17,585
2023		33,209
2024		14,671
2025		—
2026		498,966
Thereafter		—

Non-recourse trade receivables financing

We manage the credit risk of a portion of our trade receivables and our working capital through the use of non-recourse trade receivables arrangements with a total facility amount of $111,797,000. Under the terms of these agreements the Group has transferred substantially all of the credit risk of the trade receivables which are subject to these agreements. At March 31, 2021 trade receivables amounting to $72,511,000 (December 31, 2020: $57,600,000) have been derecognized.

12. Employee Benefits

The components of net periodic defined benefit pension cost are presented below.


	For the three months ended March 31,
	2021			2020
	(U.S. Dollars in thousands)
Service cost	$	481			451
Interest cost		821			926
Expected return on plan assets		(1,722	)		(1,768	)
Amortization of unrecognized actuarial gains / losses		742			506
Amortization of net past service costs		(209	)		(191	)

Total net periodic defined benefit pension cost	$	113			(76	)

F-19

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Employer Contributions:

During the three months ended March 31, 2021, we contributed $0.7 million to our defined benefit plans. We plan to make further contributions of approximately $3.3 million to our defined benefit plans during the remainder of 2021. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual plan asset performance or interest rates, or other factors.

13. Derivative Financial Instruments

Derivative financial instruments are measured at fair value at each reporting date and the movement in fair value is recognized in the statement of operations unless they are designated in a hedge accounting relationship. None of our derivatives have been entered into hedge accounting relationships during the three-month periods ended March 31, 2021 and March 31, 2020.

All derivatives have been entered into for economic hedging purposes. No derivatives have been transacted for trading or speculative purposes.

The following tables present the balance sheet location and fair value of the derivative instruments (in thousands):


	Fair Value Measurements at March 31, 2021
	Other Receivables		Accrued Liabilities
	(U.S. Dollars in thousands)
Foreign currency exchange contracts held at fair value through profit and loss	$	201		846


	Fair Value Measurements at December 31, 2020
	Other Receivables		Accrued Liabilities
	(U.S. Dollars in thousands)
Foreign currency exchange contracts held at fair value through profit and loss	$	—		1,424

Derivative amounts recorded in the statement of operations was as follows:


	Classification in Statements of Operation	For the three months ended March 31,
	Classification in Statements of Operation	2021			2021
		(U.S. Dollars in thousands)
Foreign currency exchange contracts not in hedge relationships	Other income / (expense), net	$	(219	)		(102	)

Derivative instruments are disclosed on a gross basis.

Hedges of a net investment in a foreign operation

The Group uses foreign currency borrowings to hedge the net investment in foreign entities. The carrying value of borrowings designated as net investment hedges at March 31, 2021 and

F-20

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

December 31, 2020 were $76,727,000 and $65,357,000, respectively. The gains or losses on the effective portions of such borrowings are recognized in other comprehensive income. A loss of $2,126,000 was included in other comprehensive income in the period ended March 31, 2021 (gain of $2,105,000 recognized in period ended March 31, 2020). Ineffective portions of the gains and losses on such borrowings are recognized in the statement of operations although no ineffectiveness has been recognized in three-month periods ended March 31, 2021 and 2020. Gains and losses accumulated in other comprehensive income are included in the statement of operations on the disposal of a foreign entity.

14. Fair Value Measurements

Fair Value of Financial Instruments

Set out below are the major methods and assumptions used in estimating the fair values of the financial assets and liabilities disclosed in the consolidated financial statements.

Other investments

Other investments are measured at fair value which is based on quoted market prices where available.

Cash and cash equivalents, including short-term bank deposits

The carrying amount reported in the consolidated financial statements for these items approximates fair value due to their liquid nature and are classified as Level 1.

Trade receivables and other receivables, net

The carrying value reported in the consolidated financial statements for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.

Accounts payable and accrued liabilities

The carrying value reported in the consolidated financial statements for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as ours and are classified as Level 2.

Derivative financial instruments

Our derivative assets or liabilities include foreign exchange and interest rate derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk as well as an evaluation of our counterparties’ credit risks.

Additionally, we include an element of default risk based on observable inputs into the fair value calculation. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy.

F-21

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Interest-bearing loans and borrowings

For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than six months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than six months, the fair value is calculated based on the present value of the expected future principal and interest cash flows discounted at interest rates effective at the reporting date and adjusted for movements in credit spreads. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy. We estimate the total fair value of our total borrowings is $577,549,000 at March 31, 2020.

Contingent consideration

Fair value is based on the present value of expected payments discounted using a risk-adjusted discount rate. The expected payment is determined by forecasting the acquiree’s earnings over the applicable period. Contingent considerations are estimated using Level 3 inputs.

As of March 31, 2021, and December 31, 2020, the Group recognized and measured the following financial instruments at fair value:


	As of March 31, 2021
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(U.S. Dollars in thousands)
Assets measured at fair value
At fair value through profit or loss
Other investments	$	405			—		—			405
Foreign exchange contracts		201			—		201			—
Liabilities measured at fair value
At fair value through profit or loss
Foreign exchange contracts		(846	)		—		(846	)		—
Contingent consideration		(10,017	)		—		—			(10,017	)


	As of December 31, 2020
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(U.S. Dollars in thousands)
Assets measured at fair value
At fair value through profit or loss
Other investments	$	406			—		—			406
Foreign exchange contracts		—			—		—			—
Liabilities measured at fair value
At fair value through profit or loss
Foreign exchange contracts		(1,424	)		—		(1,424	)		—
Contingent consideration		(10,698	)		—		—			(10,698	)

F-22

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

15. Commitments and Contingencies

Capital commitments

The Directors have authorized capital expenditure of $30,666,000 at the reporting date. Capital expenditure contracted for at March 31, 2021 amounted to $5,650,000.

Subsidiaries

The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended March 31, 2021 including guarantees under Section 357 of the Irish Companies Act, 2014.

Guarantees

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies or equity accounted affiliates within the Group, the Company considers these to be insurance arrangements and accounts for them as such. The Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. The following are details of contracts made by the Company at March 31, 2021 to guarantee the indebtedness of other companies or equity accounted affiliates within the Group:

The Company has guaranteed bank borrowings of subsidiaries in the amount of $576,346,000 (December 31, 2020: $328,945,000)

II.

The Company has guaranteed bank borrowings of $4,709,000 (December 31, 2020: $4,653,000) within equity accounted affiliates.

III.

The Company has given guarantees in respect of other trading obligations arising in the ordinary course of business of $34,000 (December 31, 2020: $254,000).

In addition to the Company guarantees above, certain Group subsidiaries have given guarantees totaling $7,229,000 (December 31, 2020: $10,581,000) in respect of other trading obligations arising in the ordinary course of business and guarantees totaling $7,367,000 (December 31, 2020: $7,631,000) in respect of bank borrowings within equity accounted affiliates.

Contingencies

From time to time, the Group is involved in claims and legal actions, which arise in the normal course of business. Based on information currently available to the Group, and legal advice, the Group believes such litigation will not, individually or in aggregate, have a material adverse effect on the financial statements and that the Group is adequately positioned to deal with the outcome of any such litigation.

F-23

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

16. Related Party Transactions

The Group has a related party relationship with its equity accounted investees. Transactions with the Group’s equity accounted investees are set out below.

Related party transactions with equity accounted investees

The Group trades in the normal course of its business, in some situations under supply contracts, with its equity accounted investees. A summary of transactions with these related parties during the year is as follows:


	For the three months ended March 31, 2021				For the three months ended March 31, 2020
	Revenue		Purchases		Revenue		Purchases
	(U.S. Dollars in thousands)				(U.S. Dollars in thousands)
Dole	$	3,353		10,575		1,185		7,319
Other equity accounted investees		25,023		19,788		24,862		13,334

The following table shows amounts due to and from Dole as of March 31, 2021 and December 31, 2020:


	March 31, 2021		December 31, 2020
	(U.S. Dollars in thousands)
Amounts due to Dole—presented within trade payables and other payables	$	5,968		2,627
Amounts due from Dole—presented within trade receivables and other receivables		1,236		1,298

The following table shows amounts due to and from equity accounted investees (other than Dole) as of March 31, 2021 and December 31, 2020:


	March 31, 2021		December 31, 2020
	(U.S. Dollars in thousands)
Amounts due to equity accounted investees (other than Dole)—presented within trade payables and other payables	$	10,862		7,799
Amounts due from equity accounted investees (other than Dole)—presented within trade receivables and other receivables		27,558		33,027

The following table shows amounts due to and from holders of noncontrolling interests as of March 31, 2021 and December 31, 2020:


	March 31, 2021		December 31, 2020
	(U.S. Dollars in thousands)
Amounts due to holders of noncontrolling interests—presented within trade payables and other payables	$	19,523		17,477
Amounts due from holders of noncontrolling interests—presented within trade receivables and other receivables		4,032		3,790

F-24

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

Related party lease transactions

During the periods presented, the Group as lessee, entered into the following transactions with such parties.


	Classification on the balance sheet	March 31, 2021		December 31, 2020
		(U.S. Dollars in thousands)
Liabilities
Current
Operating	Current maturities of operating leases	$	1,514		1,993
Finance	Current maturities of debt and finance leases		130		135
Noncurrent
Operating	Operating leases, less current maturities		12,094		14,202
Finance	Long-term debt and finance leases, less current maturities		375		427

Total related party lease liabilities		$	14,113		16,757

Other related party transactions—Balmoral

Balmoral International Land Holdings plc (“Balmoral”) is a related party to Total Produce because the Chair of the Board of Total Produce is also the Chair of the Board of Balmoral.

For the three-month periods ended March 31, 2021 and March 31, 2020, a subsidiary of the Group leased a number of buildings, was in receipt of property management services and provided IT management services to Balmoral. The total net expense incurred by the Group was $384,000 and $358,000 for the three months ended March 31, 2021 and March 31, 2020, respectively.

17. Shareholders’ Equity

The 2020 interim dividend of 0.9129 euro cent per share was paid after year end on January 29, 2021. The total dividend amounted to €3,549,000 ($4,307,000).


	For the three months ended March 31,
	2021		2020
	(U.S. Dollars and shares in thousands)
2020 interim dividend	$	4,307		—

See note 19, for details of dividends declared after March 31, 2021.

F-25

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)—continued

18. Redeemable Noncontrolling Interest

The following table presents the changes in redeemable noncontrolling interest for each of the years ended December 31, 2020 and 2019.


	For the three months ended March 31,
	2021			2020
	(U.S. Dollars and shares in thousands)
Balance at January 1	$	30,317			30,891
Share of net income		665			482
Share of items recognized in other comprehensive income		427			—

Share of comprehensive income		1,092			482
Dividends paid to redeemable noncontrolling interest holders		(297	)		(276	)
Accretion to redemption value recognized in additional paid in capital		(235	)		152
Foreign currency translation		341			(2,040	)

Balance at March 31	$	31,218			29,209

19. Subsequent Events

On April 22, 2021, the Group announced that the Board had resolved to pay a final dividend of 2.770 euro cent per share for the year ending December 31, 2020. This dividend was paid on May 28, 2021 to shareholders on the Register of Members at the close of business on April 30, 2021.

F-26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

Total Produce plc:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Total Produce plc and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity, for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

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Valuation of Goodwill

As discussed in Note 18 to the consolidated financial statements, at December 31, 2020, the Company’s goodwill was $234.2 million. As discussed in Note 2, goodwill is tested at least annually for impairment, at the reporting unit level. The Company measured the fair value of goodwill using the income or market approach, or a combination thereof. We identified the valuation of goodwill as a critical audit matter. Subjective auditor judgement and specialized skills and knowledge was required in assessing the assumptions used in the valuation models. The valuation of goodwill is sensitive to differences between estimated and actual cashflows and changes in discount rates. Specifically forecasted revenue, earnings margin and long-term growth rates were judgmental to test as they are affected by expectations about future market or economic conditions, which can vary significantly and are dependent on market forces and events outside of the Company’s control.

The following are the primary procedures we performed to address this critical audit matter:

•

We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the appropriateness of the discount rates applied for each reporting unit by comparing the assumptions used to develop the discount rates to externally derived data of comparable entities;

•

We challenged the reasonableness of the long-term economic growth rate applied for each reporting unit by comparing the Company’s assumptions to externally derived data, and the reporting units’ historically achieved growth rates;

•

We assessed the Company’s ability to accurately forecast revenues and earnings margin by comparing historical forecasted revenues and earnings margin for the Company to actual results; and

•

We performed sensitivity analysis over the Company’s key assumptions used to measure the fair value of goodwill to assess the impact of changes in those assumptions on the Company’s determination of fair value.

/s/ KPMG

We have served as the Company’s auditor since 2006.

Dublin, Ireland

28 April 2021

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CONSOLIDATED BALANCE SHEETS


	December 31, 2020		December 31, 2019
	(U.S. Dollars and shares in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	160,503	$	129,577
Trade receivables, net of allowances of $10,122 and $5,661, respectively		361,721		359,596
Other receivables, net of allowances of $8,448 and $6,312, respectively		47,486		54,918
Inventories		141,179		114,679
Prepaid expenses and other current assets		19,506		18,780

Total current assets		730,395		677,550

Other investments		406		3,077
Investments in equity method investments		458,557		429,175
Property, plant and equipment, net of accumulated depreciation of $160,111 and $131,031, respectively		219,665		188,578
Goodwill		234,161		221,102
Intangible assets, net of accumulated amortization of $121,721 and $104,502, respectively		65,634		78,576
Right of use assets—operating leases		140,212		128,961
Deferred tax assets		6,682		4,728
Other noncurrent receivables		30,090		28,108

Total assets	$	1,885,802	$	1,759,855

The accompanying notes are an integral part of these Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ EQUITY


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands, except share data)
Current liabilities
Accounts payable and accrued liabilities	$	622,717		$	530,013
Bank overdraft		11,243			10,657
Current maturities of debt and finance leases		20,748			86,493
Current maturities of operating leases		21,910			22,250
Defined benefit plan liability		5,787			5,511
Income tax payable		2,589			2,428
Short-term contingent consideration		4,912			8,862

Total current liabilities		689,906			666,214

Long-term debt and finance leases, less current maturities		314,840			282,208
Long-term operating leases, less current maturities		122,225			110,736
Employee benefits		23,607			13,260
Deferred income tax liabilities		22,451			16,411
Long-term contingent consideration		5,786			7,805
Other noncurrent liabilities		18,755			18,337

Total liabilities		1,197,570			1,114,971

Commitments and contingent liabilities (see note 25)
Redeemable noncontrolling interests		30,317			30,891
Shareholders’ equity:
Ordinary shares €0.01 par value; 1,000,000,000 shares authorized, 410,724,962 and 410,524,962 issued and outstanding as of December 31, 2020 and December 31, 2019 respectively		4,865			4,863
Additional paid-in capital		198,232			202,619
Accumulated retained earnings		460,715			418,923
Accumulated other comprehensive loss		(128,803	)		(131,604	)
Total equity attributable to Total Produce plc.		535,009			494,801
Equity attributable to noncontrolling interests		122,906			119,192

Total equity		657,915			613,993

Total liabilities and equity	$	1,885,802		$	1,759,855

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-30

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars and shares in thousands, except per share amounts)
Revenue	$	4,345,939		$	4,166,799		$	4,392,593
Cost of sales		(4,012,348	)		(3,864,313	)		(4,067,180	)

Gross profit		333,591			302,486			325,413
Selling, general and administrative expenses		(264,844	)		(252,679	)		(256,227	)
Impairment loss of goodwill		—			—			(9,811	)
Impairment loss of property, plant and equipment		(1,210	)		—			—
(Loss) / gain on disposal of farming investment		—			(749	)		17,355
Restructuring expense		—			(1,280	)		(5,764	)
Foreign currency gain from share placing		—			—			14,771


Operating income		67,537			47,778			85,737

Interest income		2,604			3,077			4,364
Interest expense		(10,523	)		(12,042	)		(13,829	)
Other (expense)/income, net		(515	)		3,943			1,057

Income before income taxes and income from investments accounted for under the equity method		59,103			42,756			77,329

Income tax expense		(18,130	)		(10,312	)		(19,854	)
Equity in net earnings of investments accounted for under the equity method		30,279			36,943			363

Net income		71,252			69,387			57,838
Less net income attributable to noncontrolling interests		(18,764	)		(14,327	)		(21,224	)

Net income attributable to Total Produce plc	$	52,488		$	55,060		$	36,614


Net income per ordinary share attributable to Total Produce plc.—Basic	$	0.1351		$	0.1417		$	0.0959
Net income per ordinary share attributable to Total Produce plc.—Diluted	$	0.1349		$	0.1414		$	0.0956
Weighted average shares outstanding—Basic		388,560			388,478			381,890
Weighted average shares outstanding—Diluted		389,143			389,295			383,147

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-31

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Net income	$	71,252		$	69,387		$	57,838
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments		21,876			(5,232	)		(40,091	)
Remeasurement (loss)/gain on employee benefit schemes		(12,624	)		(6,265	)		10,920
Share of unconsolidated affiliates effective portion of cash flow hedges		(2,705	)		—			—

Total other comprehensive income (loss)		6,547			(11,497	)		(29,171	)

Comprehensive income		77,799			57,890			28,667
Less: Comprehensive income attributable to noncontrolling interests		(22,510	)		(14,120	)		(17,786	)

Comprehensive income attributable to Total Produce Plc	$	55,289		$	43,770		$	10,881

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-32

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars In thousands)
Operating Activities
Net income	$	71,252		$	69,387		$	57,838
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,182			34,409			34,023
Non-cash leasing expense		(78	)		2,409			—
Goodwill impairment		—			—			9,811
Property, plant and equipment impairment		1,210			—			—
Income from equity method investments		(30,279	)		(36,943	)		(363	)
Deferred tax expense		(698	)		(7,966	)		2,354
Fair value movement on contingent consideration		519			(228	)		(4,764	)
Pension and other postretirement benefit plan expense net of contributions paid		(3,620	)		(3,760	)		(3,070	)
Loss / (gain) on disposal of farming investment		—			749			(17,355	)
Dividends received from investees		12,906			11,901			12,854
Other		(481	)		(3,257	)		(4,971	)
Changes in operating assets and liabilities:
Receivables, net of allowances		32,578			29,712			(29,495	)
Inventories		(18,027	)		(6,213	)		387
Accounts payable and accrued expenses		43,109			(14,951	)		8,423

Cash flow provided by operating activities		144,573			75,249			65,672


Investing Activities
Proceeds from sales of property, plant and equipment		891			758			939
Proceeds from disposal of equity investments		4,362			11,564			6,924
Cash paid for capital expenditure		(23,202	)		(26,971	)		(35,721	)
Purchase of businesses, net of cash acquired		298			(4,888	)		1,576
Payment of contingent consideration		(7,729	)		(12,405	)		(8,259	)
Investments in unconsolidated companies		537			(8,151	)		(293,996	)
Other		(753	)		(1,891	)		(227	)

Cash flow used in investing activities		(25,596	)		(41,984	)		(328,764	)


Financing Activities
Proceeds from long-term debt		302,450			386,257			512,146
Repayment of long-term debt		(361,057	)		(372,297	)		(388,596	)
Lease repayments on finance leases		(2,844	)		(990	)		(802	)
Proceeds from issue of share capital, net		153			75			174,432
Dividends paid		(11,875	)		(14,919	)		(15,208	)
Dividends paid to noncontrolling interests		(23,349	)		(17,938	)		(12,414	)
Acquisition of non-controlling interests subject to put options		(4,062	)		—			—
Other		—			—			153


Cash flow (used in)/provided by financing activities		(100,584	)		(19,812	)		269,711

Effect of foreign currency exchange rate changes on cash		12,533			(957	)		(9,634	)
Increase (decrease) in cash and cash equivalents		30,926			12,496			(3,015	)
Cash and cash equivalents at beginning of period		129,577			117,081			120,096

Cash and cash equivalents at end of period	$	160,503		$	129,577		$	117,081


Supplemental cash flow disclosures:
Cash paid for income taxes		(19,313	)		(16,931	)		(15,730	)
Cash paid for interest on borrowings		(10,859	)		(10,682	)		(11,098	)

Non-cash financing and investing activities:
Right-of-use assets obtained in exchange for new operating lease obligations		20,978			16,628			—
Purchases of assets under financing lease obligations		9,892			644			801

The accompanying notes are an integral part of these Consolidated Financial Statements

F-33

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(U.S. Dollars in thousands)


	Ordinary Shares		Additional Paid-In Capital			Accumulated Retained Earnings			Accumulated Other Comprehensive Income/(Loss)			Total Equity Attributable to Total Produce plc			Non-controlling interest			Total Shareholders’ Equity
Balance at January 1, 2018	$	4,113	$	27,245		$	352,898		$	(94,582	)	$	289,674		$	103,292		$	392,966
Net income		—		—			36,614			—			36,614			21,224			57,838
Other comprehensive income /(loss), net of tax		—		—			—			(25,733	)		(25,733	)		(3,438	)		(29,171	)

Transactions with shareholders
New shares issued		749		173,683			—			—			174,432			—			174,432
Exercise of stock options		—		656			—			—			656			—			656
Dividends paid		—		—			(15,208	)		—			(15,208	)		(12,536	)		(27,744	)
Share of repayment of Dole receivable to affiliates		—		—			16,428			—			16,428			—			16,428
Acquisition of non-controlling interest		—		—			(457	)		—			(457	)		(852	)		(1,309	)
Disposal of shareholding to noncontrolling interest		—		—			13			—			13			324			337
Contribution by non-controlling interest		—		—			—			—			—			153			153
Noncontrolling interest arising on acquisition of subsidiaries		—		—			—			—			—			2,727			2,727
Redeemable non-controlling interest		—		5,534			—			—			5,534			(9,292	)		(3,758	)

Balance at December 31, 2018	$	4,862	$	207,118		$	390,288		$	(120,315	)	$	481,953		$	101,602		$	583,555
Net income		—		—			55,060			—			55,060			14,327			69,387
Other comprehensive income / (loss), net of tax		—		—			—			(11,290	)		(11,290	)		(207	)		(11,497	)
Cumulative effect adjustment of ASC 842 related to leases		—		—			(1,274	)		1			(1,273	)		—			(1,273	)

Transactions with shareholders
New shares issued		1		51			22			—			74			—			74
Exercise of stock options		—		122			—			—			122			—			122
Dividends paid		—		—			(14,919	)		—			(14,919	)		(17,938	)		(32,857	)
Share of repayment of Dole receivable to affiliates		—		—			(8,854	)		—			(8,854	)		—			(8,854	)
Acquisition of noncontrolling interest		—		—			(1,400	)		—			(1,400	)		(619	)		(2,019	)
Disposal of shareholding to noncontrolling interest		—		—			—			—			—			135			135
Non-controlling interest arising on acquisition of subsidiaries		—		—			—			—			—			1,071			1,071
Redeemable non-controlling interest		—		(4,672	)		—			—			(4,672	)		20,821			16,149

Balance at December 31, 2019	$	4,863	$	202,619		$	418,923		$	(131,604	)	$	494,801		$	119,192		$	613,993
Net income		—		—			52,488			—			52,488			18,764			71,252
Other comprehensive income / (loss), net of tax		—		—			—			2,801			2,801			3,746			6,547
Transactions with shareholders
New shares issued		2		104			47			—			153			—			153
Exercise of stock options		—		(130	)		—			—			(130	)		—			(130	)
Dividends paid		—		—			(11,875	)		—			(11,875	)		(23,349	)		(35,224	)
Share of repayment of Dole receivable to affiliates		—		—			787			—			787			—			787
Acquisition of non-controlling interest		—		—			(84	)		—			(84	)		(1,050	)		(1,134	)
Disposal of shareholding to noncontrolling interest		—		—			51			—			51			273			324
Non-controlling interest arising on acquisition of subsidiaries		—		—			—			—			—			2,195			2,195
Redeemable non-controlling interest		—		(4,361	)		378			—			(3,983	)		3,135			(848	)

Balance at December 31, 2020	$	4,865	$	198,232		$	460,715		$	(128,803	)	$	535,009		$	122,906		$	657,915

The accompanying notes are an integral part of these Consolidated Financial Statements

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General Information

Total Produce plc (the “Company”) is a company tax resident and incorporated in Ireland. It operates in over 30 countries, primarily across Europe, North America and South America. Total Produce and its subsidiaries (together “Total Produce” or the “Group”) is involved in the growing, sourcing, importing, packaging, marketing and distribution of an extensive selection of fresh fruits, vegetables and flowers, serving the retail, wholesale and foodservice sectors. References in this Report to “we,” “our” and “us” refer to Total Produce plc and its subsidiaries, unless the context indicates otherwise.

The principal accounting policies that have been applied to the consolidated financial statements are described in note 2.

2. Basis of Preparation and Summary of Significant Accounting Policies

Basis of Preparation

The consolidated financial statements herein are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the consolidated financial statements of the Group as of December 31, 2019 and 2020 and for each of the years in the three-year period ended December 31, 2020, include all adjustments necessary, which are of a normal recurring nature, to present fairly the Group’s financial position, results of operations and cash flows.

Our consolidated financial statements are presented in U.S. Dollars.

Principles of Consolidation

We consolidate all companies in which we have direct and indirect legal or effective control and all Variable Interest Entities (“VIEs”) for which we have determined that we are the Primary Beneficiary (“PB”) under Accounting Standards Codification (“ASC”) 810. We use judgement when determining (i) whether an entity is a VIE; (ii) who are the variable interest holders; (iii) the elements and degree of control that each variable interest holder has; and (iv) ultimately which party is the PB.

When determining which party is the PB, we perform an analysis which considers (i) the design of the VIE; (ii) the capital structure of the VIE; (iii) the contractual relationship between the variable interest holders; (iv) the nature of the VIE’s operations; and (v) the purpose and interest of all parties involved including related parties. While we consider these factors, our conclusions about whether to consolidate ultimately depends on the breadth of our decision making-making ability and our ability to influence activities that significantly affect the economic performance of the VIE. We continually re-evaluate whether we are the PB for VIE’s in which we hold a variable interest. We have three VIE’s two of which Dole Food Company (“Dole”) and Exportadora y Servicios El Parque (“El Parque”) in which we are not the PB in the arrangement. We equity account for our investment in both. In respect of the third VIE, Eurobanan Canarias S.A. (“EBC”), we are the PB and consolidate its results.

All intercompany balances and transactions with consolidated subsidiaries are eliminated. The results of consolidated entities are included from the effective date of control or, in the case of VIEs, from the date that we are or become the PB. The results of subsidiaries sold or otherwise deconsolidated are excluded from the date that we cease to control the subsidiary or, in the case of VIEs, when we cease to be the PB.

Unconsolidated investments where we have significant influence are reported using the equity method of accounting. Under the equity method of accounting, we recognize our share of earnings and

F-35

losses based on our ownership percentage of such investments in equity in net earnings of investments accounted for under the equity method. Unrealized gains and income and expenses arising from transactions with equity method investments are eliminated to the extent of the Group’s interest in the equity. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that they do not provide evidence of impairment. In accordance with ASU 2016-15 Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, our policy is to classify dividends from equity method investees within operating activities in our statement of cashflows as a return on investment, unless the investor’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed cumulative equity in earnings recognized by us. When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing activities

All material equity method investments have either coterminous financial year ends, or accounting year ends within three months of that of the Group. In the case of the latter, appropriate adjustments are made for the effects of significant transactions or events that occur between that date and the date of the Group’s consolidated financial statements. Where appropriate, the accounting policies of equity method investments have been changed to ensure consistency with the policies adopted by the Group.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes.

Estimates and assumptions include, but are not limited to, the areas of: defined benefit pension obligations; impairment of goodwill; valuation of intangible assets; uncertainty in income taxes; determination of control and evaluation of VIE considerations; measurement of contingent consideration, measurement and classification of noncontrolling interest containing put and call options; deferred tax asset valuation allowances; measurement of expected credit loss for trade and other receivables; and measurement of right of use assets and lease liabilities. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and call deposits, including bank deposits of less than three months maturity on acquisition.

Trade and Other Receivables

We adopted ASC 326 Financial Instruments—Credit Losses (“ASC 326”) effective January 1, 2020 using the modified retrospective approach. The comparative periods continue to be presented under the then-applicable accounting policy.

2020 Accounting Policy

Trade receivables less allowances are recognized in our accompanying Consolidated Balance Sheets at net realizable value, which approximates fair value.

Included in other receivables are Grower and supplier loans. The Group makes advances to third-party growers for various farming needs. Grower and supplier advances are stated at the gross advance amount less allowances for potentially uncollectible balances.

F-36

Our allowance for credit losses on trade and other receivables will reflect our estimate of credit losses over the remaining expected life of the asset. Expected credit losses for newly recognized trade and other receivables, as well as changes to expected credit losses during the period, will be recognized in earnings and classified within cost of sales for grower and supplier loans receivable, and selling, general and administrative expenses for trade accounts receivable. These expected credit losses will be measured based on historical loss data, current conditions and forecasts that affect the collectability of the reported amount. Write-off of accounts receivable is performed only when all collection efforts have been exhausted without success.

Previous accounting policy prior to adoption of ASC 326

Trade receivables less allowances are recognized in our accompanying Consolidated Balance Sheets at net realizable value, which approximates fair value. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and customers’ credit worthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience, specific customer collection issues that we have identified, and the aging of the trade receivables based on contractual terms.

Write-off of accounts receivable is performed only when all collection efforts have been exhausted without success.

Included in other receivables are Grower and Supplier loans. The Group makes advances to third-party growers for various farming needs. Some of these advances are secured with crop harvests, property or other collateral owned by the growers. The Group monitors these receivables on a regular basis and records an allowance for these grower receivables based on estimates of the growers’ ability to repay advances, the historical loss experience, and the fair value of the collateral if appropriate. Grower and supplier advances are stated at the gross advance amount less allowances for potentially uncollectible balances.

Allowances are recorded and charged to cost of sales for grower and supplier loans receivable and selling, general and administrative expenses for trade accounts receivable respectively when an account is deemed to be uncollectible. Recoveries of advances to growers and suppliers previously reserved in the allowance are credited to cost of sales and SG&A for grower and supplier loans receivable and accounts receivable respectively.

Inventories

Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the first-in, first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

The Group incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning, and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. These costs are recognized into cost of products sold during each harvest period. The deferred growing costs included in inventories in our Consolidated Balance Sheets consist primarily of land preparation, cultivation, irrigation and fertilization costs. Due to the nature of the products sold by the Group no provision for obsolete inventories is required against the value of inventories held.

F-37

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment (if any). Depreciation is computed using the straight-line method over the estimated useful lives of these assets as set out below:

•

Freehold buildings: 30-50 years;

•

Plant and equipment: 5-15 years;

•

IT equipment: 3-5 years;

•

Motor vehicles: 5 years; and

•

Bearer plants: 1-30 years;

•

Software: 3–8 years

The residual value of assets, if not insignificant, and the useful life of assets are reassessed annually. Gains and losses on disposals of property, plant and equipment are recognized on the completion of sale. Gains and losses on disposals are determined by comparing the proceeds received with the carrying amount and are included in operating profit in accordance with the guidance in ASC 610.

Expenditure incurred to replace a component of property, plant and equipment that is accounted for separately is capitalized. Other subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other expenditure, including repairs and maintenance costs, is recognized in the statement of operations as an expense as incurred. Borrowing costs incurred in the construction of major assets which take a substantial period of time to complete are capitalized in the financial period in which they are incurred.

Costs incurred on the acquisition of computer software and software licenses are capitalized. Other costs directly associated with developing and maintaining computer software programs are capitalized once the recognition criteria set out in ASC 350-40 are met. Computer software is depreciated over periods of between three to eight years using the straight-line method.

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Fair value is measured by either determining the estimated undiscounted future cash flows directly associated with the asset and is compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset. We recognized an impairment of $1,210,000 for property, plant and equipment for the year ended December 31, 2020. We did not recognize any impairment charges for property, plant and equipment for the years ended December 31, 2019 or 2018.

Goodwill and Intangible Assets

During the annual goodwill impairment test performed, we assessed qualitative and quantitative factors to determine whether it was more likely than not that the fair value of each reporting unit was less than it’s carrying value. Qualitative factors include industry and market considerations, overall

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financial performance, and other relevant events and factors affecting the reporting unit. Quantitative factors include forecasted revenue and margin and determination of recoverable amount. Based on the results of the qualitative impairment test for 2020, we determined that it was not more likely than not that the fair value was less than the carrying value of our reporting units.

Our goodwill impairment charges are calculated as the amount by which the carrying amount of the reporting unit exceeds the reporting unit’s fair value. However, the impairment charge recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Goodwill is stated at the amount originally recognized less any impairment losses. In respect of equity-accounted affiliates, the carrying amount of goodwill is included in the carrying amount of the investment.

Where goodwill forms part of a reporting unit and part of the operations within that unit is disposed of and, the operations being disposed constitute a business, the goodwill associated with the business disposed of is included in the carrying amount of the business when determining the gain or loss on its disposal. Goodwill disposed of in this circumstance is measured on the basis of the relative fair values of the business disposed of and the portion of the reporting unit retained.

Intangible assets acquired as part of a business combination are valued at their fair value at the date of acquisition. These include customer relationships, supplier relationships and brands. Intangible assets are amortized to the statement of operations on a straight-line basis over the period of their expected useful lives as follows:

•

Customer relationships: 3-15 years;

•

Supplier relationships: 3-15 years; and,

•

Brands: 10-15 years.

We did not recognize any impairment charges for goodwill or intangible assets for the years ended December 31, 2020 and December 31, 2019. An impairment charge of $9,811,000 was recognized in the year ended December 31, 2018 in respect of the Group’s fresh produce business in the Netherlands.

Borrowings

Long-term debt is carried at the principal amount borrowed, including unamortized discounts and premiums, fair value adjustments and debt issuance costs, where applicable. We amortize the amount of discounts, premiums and fair value adjustments over the period the debt is outstanding using the effective interest method. The costs we incur for issuing debt are capitalized and amortized as an increase to interest expense over the life of the debt using the effective interest method.

Lease Liabilities and Right of Use Assets

Leases where we are the lessee—accounting policy from January 1, 2019

As of the first day of our 2019 fiscal year beginning January 1, 2019, we adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to be recognized on the balance sheet, using the modified retrospective approach. Prior year consolidated financial statements were not adjusted, and therefore information for periods prior to fiscal year 2019 is presented in accordance with the previous accounting standard. We elected to avail of the package of transition provisions available for expired or existing contracts, which allowed us to carryforward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The Group has availed of the practical expedient not to separate lease components from any associated non-lease components for leases of plant and equipment and motor vehicles.

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A lease is defined as a contract that conveys the right to use an asset for a period of time in exchange for consideration. We lease property, plant, equipment and motor vehicles under finance and operating leases. We evaluate our leases at inception or at any subsequent modification and classify them as either finance or operating leases. For leases with terms greater than 12 months, we recognize a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of lease payments over the lease term.

The lease liability is initially measured as the present value of the lease payments to be made over the term of the lease, discounted using the rate implicit in the lease or, where this is not available, the Group’s incremental borrowing rate. Lease payments include fixed and variable lease payments, and amounts expected to be paid under residual value guarantees. Variable lease payments are those made for the right to use the underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Subsequent changes in lease payments that vary with an index or rate are recognized as incurred and do not form part of the variable lease payment within the lease liability. Lease payments also include the exercise price of a purchase option where the Group is reasonably certain that they will exercise the option and also any termination costs associated with a lease where the lease term reflects the termination of the lease.

The right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The cost of the right of use asset includes the lease liability recognized, any initial direct costs, restoration costs and payments made on or before the lease commencement date less any lease incentives received. The right of use asset is depreciated on a straight-line basis over the lower of the lease term and the useful life of the asset. Where the lease contains a purchase option and the lessee is reasonably certain to exercise the purchase option the asset is depreciated over the useful life of the asset. Right of use assets are subject to impairment testing.

The Group has applied judgment in determining the lease term for leases where they are the lessee and the lease contract contains renewal and/or termination options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term which in turn impacts the right of use asset and lease liability to be recognized.

For finance leases, we recognize interest expense and amortization of the right-of-use asset, and for operating leases, we recognize lease expense on a straight-line basis over the lease term.

See note 21 for more information.

Leases where we are the lessor—accounting policy from January 1, 2019

At inception or modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease components, then the Group applies ASC 606 to allocate the consideration in the contract.

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The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of Other (expense)/income, net.

Leases where we are the lessee—accounting policy until December 31, 2018

Finance leases

Leases of property, plant and equipment, where the Group retains substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased item and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant interest charge on the finance balance outstanding.

The corresponding rental obligations, net of finance charges, are included in interest bearing loans and borrowings, allocated between current and non-current as appropriate. The interest element of the finance cost is charged to the statement of operations over the lease period. Assets held under finance leases are depreciated over the shorter of their expected useful lives or the lease term, taking into account the time period over which benefits from the leased assets are expected to accrue to the Group.

Operating leases

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases, net of incentives received from the lessor, are charged to the statement of operations on a straight-line basis over the period of the lease. Income earned from operating leases is credited to the statement of operations when earned.

Leases where we are the lessor – accounting policy until December 31, 2018

Under the new standard, accounting for leases as a lessor is similar to the previous standard

For contracts entered into before January 1, 2019, the Group determined whether the arrangement was or contained a lease based on the assessment of whether:

•

Fulfilment of the arrangement was dependent on the use of a specific asset or assets; and

•

The arrangement had conveyed a right to use the asset if one of the following was met:

•

The purchaser had the ability or right to operate the asset while obtaining or controlling more than an insignificant amount of the output;

•

The purchaser had the ability or right to control physical access to the asset while obtaining or controlling more than an insignificant amount of the output; or

•

Facts and circumstances indicated that it was remote that other parties would take more than an insignificant amount of the output, and the price per unit was neither fixed per unit of output nor equal to the current market price per unit of output.

When the Group acted as a lessor, it determined at lease inception whether each lease was a finance lease or an operating lease.

To classify each lease, the Group made an overall assessment of whether the lease transferred substantially all of the risks and rewards incidental to ownership of the underlying assets. If this was the case, then the lease was a finance lease; if not, then it was an operating lease. As part of this assessment, the Group considered certain indicators such as whether the lease was for the major part of the economic life of the asset.

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Derivative Financial Instruments

Derivative financial instruments are used to reduce our exposure to adverse fluctuations in foreign exchange and interest rates. Foreign currency derivatives are entered into only when they match an existing foreign currency asset or liability, or where they are used to hedge a forecasted transaction. Interest rate swaps may be used to manage any interest rate risk in accordance with our risk management policies. Derivative financial instruments are not used for speculative purposes.

We account for derivative financial instruments in accordance with the guidance in ASC 815 Derivatives and Hedging (“ASC 815”) including the guidance in ASU 2017-12. ASC 815 requires us to recognize the value of derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated as a hedge and qualifies as part of a hedging relationship. None of our derivatives have been entered into hedge accounting relationships during the years ended December 31, 2020, December 31, 2019 and December 31, 2018.

For derivatives not in hedge accounting relationships, the earnings impact resulting from our derivative instruments is recorded in the same line item within the Consolidated Statements of Operations as the items being hedged from a financial risk management perspective. We also classify the cash flows from our derivative financial instruments in the same category as the items being hedged on our Consolidated Statements of Cash Flows based on the fact that our derivative financial instruments do not contain an other-than-insignificant financing element at inception. The fair values of derivatives used to hedge or modify our risks fluctuate over time.

We also enter a number of loans denominated in a foreign currency into hedges of a net investment in a foreign operation. Refer to “Foreign Currency” for our policy with respect to net investment hedges.

Employee Benefits

Using appropriate actuarial methods and assumptions, we evaluate defined benefit pension plans in accordance with the ASC 715 Compensation—Retirement Benefits. Our disclosures in respect of plan assets, investment strategies, major categories of plan assets, concentration of risks within plan assets and valuation techniques used to measure the fair value of plan assets are contained in note 22.

We account for share-based compensation expense consistent with ASC 718 Compensation—Stock Compensation (“ASC 718”). Our share-based payments are composed entirely of share-based compensation expense as all equity awards granted to employees and members of our board of directors, each of whom meets the definition of an employee under the provisions of the ASC are stock options. We use a binomial pricing model to estimate the fair value of stock options granted. We recognize share-based compensation expense over the requisite service period, which is generally the vesting period of each award. The employee share-option benefit in the Statement of Operations amounted to $130,000 in the year ended December 31, 2020 and the share option expense charge in the Statement of Operations amounted to $122,000 and $656,000 in the years ended December 31, 2019 and 2018 respectively.

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Revenue Recognition

Revenue is recognized as control of a good or service is transferred to a customer in the amount expected to be entitled at transfer. We record revenue based on the five-step model in accordance with ASC 606 Revenues from Contracts with Customers (“ASC 606”). We identify for our contracts with customers, the performance obligations within each contractual arrangement, determine the transaction price of that contract, allocate that price to each of the performance obligations based on observable stand-alone selling prices and recognize revenues when each performance obligation has been fulfilled. Due to the nature of our performance obligations and our contractual arrangements with our customers, there are no significant judgements involved in the measurement, timing and recognition of revenue arising from our application of ASC 606.

The Group’s principal revenue streams include: i) product revenue from the sale of fresh produce and ii) product revenue from the sale and distribution of health foods and consumer goods.

Product revenues are recognized at a point in time when control of the goods have been transferred to the customer, which can be on shipping or delivery depending on the terms of trade with that customer. Product revenues can include surcharges for warehousing, transportation, handling and palletization of product before shipment or delivery.

We avail of the election available under ASC 606 to account for shipping and handling costs that occur after the customer has obtained control of the product as fulfilment costs and not as performance obligations within the contractual arrangement. Such costs are reported within selling, general and administrative expenses.

For product revenues contracts with customers state the terms of the sale including net payment terms, the quantity, and the price of each product purchased. As a result, the contracts do not include a significant financing component. The transaction price for product is measured as the consideration that is expected to be received for the sale, net of variable consideration including provisions for returns, discounts, rebates and allowances and also excluding value added taxes. These provisions for variable consideration are estimated based on the expected amount to be provided to the customers, taking into account our experience with those customers, historical and expected trading and contractual terms. The estimated variable consideration is included in transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized would not occur when the uncertainties giving rise to the estimate crystallize.

Returns, discounts and rebates are recorded as a reduction to revenue. Estimated sales discounts are recorded in the period in which the related sale is recognized. Consideration given to customers for cooperative advertising is recognized at the terms agreed in advance and as a reduction of revenue except to the extent that there is a distinct good or services, in which case it is recorded as distribution expenses. Volume rebates are estimated based upon the contractual terms of the arrangement with the customer and, where applicable, the estimate of sales volume over the term of the arrangement. Estimates of variable consideration are reassessed at each reporting date and adjustments made as new information becomes available and actual sales volumes become known. Adjustments to these estimates have historically not been significant.

We have elected the practical expedient to expense incremental costs of obtaining a contract, if the contract period is for one year or less. These costs are included in selling, general and administrative expenses. We have no contract periods in excess of one year and so also utilize the following practical expedients: to not adjust the promised amount of consideration for the effects of a significant financing component due to the fact that the period between the transfer of the promised good or service to a customer and the customer payment is one year or less; and to omit disclosure of unsatisfied performance obligations as of each balance sheet date.

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Cost of Sales

Cost of products sold includes the cost of produce, packaging materials, labor, depreciation, overhead, transportation and other distribution costs, including handling costs incurred to deliver fresh produce or consumer products to customers.

Advertising and Promotional Costs

We expense advertising and promotional costs as incurred. Advertising and promotional costs, which are included in selling, general and administrative expenses, were $5,300,000 for 2020, $5,800,000 for 2019 and $6,300,000 for 2018.

Research and Development

Expenditure on research and development activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognized in the statement of operations as an expense as incurred. We did not incur any material research and development expense in the years ended December 31, 2020, 2019 and 2018.

Interest Income/Expense

Interest income comprises interest income on funds invested and other receivables like grower loans. It also includes dividends received from equity investments and amortization of premium on borrowings issued. Interest income is recognized as it accrues using the effective interest method. Dividends are recognized when received or entitlement to dividend is declared.

Interest expense comprises interest expense on borrowings, amortization of discount on borrowings, interest expense relating to ASC 842, unwinding of the discount on provisions, debt extinguishment costs and arrangement fees. All finance costs, other than borrowing costs incurred in the construction of major assets which are capitalized, are recognized in the statement of operations using the effective interest method. No such borrowing costs requiring capitalization arose during the periods presented.

Income Taxes

Deferred taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established. The potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimating the future taxable profits.

We recognize the benefit of a tax position only to the extent that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then

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assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that is recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon settlement. Income tax expenses includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

We present interest and penalties related to an underpayment of income taxes on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related income tax liability line in the consolidated balance sheet.

In respect of undistributed earnings for foreign subsidiaries, where those earnings are considered to be either indefinitely reinvested, or the earnings could be distributed tax free, no taxes have been provided thereon.

We release income tax effects from accumulated other comprehensive income/(losses) when the entire portfolio of the item giving rise to the tax effect is disposed of, liquidated, or terminated.

Earnings Per Share

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period, excluding shares purchased by the Company and held as treasury shares. Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding after adjustment for the effects of all ordinary shares and options with a dilutive effect.

Operating and Reportable Segments

Operating segments, defined as components of the Group that engage in business activities from which they may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker (‘CODM’). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Directors of the Board. Our reportable segments are identified in note 5. All transactions between our reportable segments are at an arm’s length basis.

Foreign Currency and Net Investment Hedges

The functional currency of Total Produce plc is Euro and the reporting currency for the presentation of the consolidated financial statements is the U.S. dollar. Transactions in foreign currencies are translated into the functional currency of the entity at the foreign exchange rate ruling at the date of the transaction. Non-monetary assets carried at historic cost are not subsequently retranslated. Non-monetary assets carried at fair value are subsequently remeasured at the exchange rate at the date of valuation. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange movements arising on such translation are recognized in the statement of operations. Cost of Sales in the accompanying Consolidated Statements of Operations includes a net foreign exchange loss of $0.2 million for 2020, $0.2 million for 2019, and a gain of $0.1 million for 2018. These amounts include the effect of foreign currency remeasurement and realized foreign currency transaction gains and losses.

Net investment hedges are used in connection with foreign currency denominated operations. Assets and liabilities of foreign currency denominated operations, including goodwill and fair value

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adjustments arising on consolidation, are translated to Euro at the foreign exchange rates ruling at the reporting date.

The income and expenses of foreign currency denominated operations are translated to the functional currency of their parent at the average exchange rate for the year. Foreign exchange movements arising on translation of the net investment in a foreign operation, including those arising on long-term intra-Group loans deemed to be quasi equity in nature, are recognized directly in other comprehensive income, in the currency translation reserve. The portion of exchange gains or losses on foreign currency borrowings used to provide a hedge against a net investment in a foreign operation that is designated as a hedge of those investments is recognized directly in other comprehensive income to the extent that they are determined to be effective. Hedge accounting for net investment hedges are discontinued prospectively when the net investment hedging relationship no longer meets the prospective effectiveness test. If the net investment hedge is no longer effective, any amounts not yet recognized in the Consolidated Statement of Operations remain in currency translation reserve until the net investment is sold, substantially or completely liquidated.

Business Combinations

We account for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. Transaction costs related to business combinations are expensed as incurred.

Determining the fair value of assets acquired and liabilities assumed and the allocation of the purchase price requires management to use significant judgment and estimates, especially with respect to intangible assets. Estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, estimates of future revenue and cash flows, expected long-term market growth, future expected operating expenses, costs of capital and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, we may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations and comprehensive loss.

The noncontrolling interests (“NCI”) in acquired businesses are measured at fair value at the date of acquisition and are separately presented within shareholders’ equity, distinct from equity attributable to Total Produce plc. Each reporting period, net income/(loss) and comprehensive income/(loss) of the consolidated subsidiaries in which noncontrolling interests are held, are attributed to that noncontrolling interest based on their equity interest in each consolidated subsidiary.

Contingent consideration is defined in ASC 805 Business Combinations (“ASC 805”) as an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future events occur or conditions are met. Contingent consideration is recognized and measured at fair value at the acquisition date. Any obligation of the Group to pay contingent consideration in connection with a business combination is classified as a liability where liability classification is required by ASC 480 Distinguishing liabilities from equity (“ASC 480”), otherwise it is classified as equity. Post-combination accounting for contingent consideration is impacted by its initial classification. Where it is classified as a liability, it is remeasured at each reporting date at fair value and any change is reported within

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earnings. Where equity classification has been followed, the contingent consideration is not remeasured subsequently and its settlement is accounted for within equity.

The Group made acquisitions in 2020 and 2019 with initial cash spend of $1,440,000 (2019: $7,467,000), deferred consideration of $Nil (2019: $127,000) with a further $139,000 (2019: $1,632,000) of contingent consideration payable dependent on the achievement of profit targets.

Redeemable Noncontrolling Interest

If a put option is held by a NCI in a subsidiary undertaking, whereby the holder of the put option can require the Group to acquire the NCI’s shareholding in the subsidiary at a future date, the Group examines the nature of such a put option to determine whether the put option is a separate financial instrument to, or embedded within, the NCI.

As our NCI containing put and call options contain exercise prices based on future EBIT/(DA) of the consolidated subsidiaries in question and meet the criteria for mezzanine classification they are classified as Redeemable noncontrolling interest as mezzanine equity. The embedded put and call features do not meet the criteria for bifurcation.

Both permanent and mezzanine classified NCI are measured at fair value on the acquisition date. Each reporting period we attribute net income and comprehensive income of a consolidated subsidiary to the controlling interest and NCI. When redemption of a mezzanine classified NCI becomes probable, the NCI is accreted to its redemption amount with the offset to retained earnings. We accrete these changes over the periods prior to the earliest redemption date, or recognize them immediately as they occur.

Fair Value Measurements

Fair value is measured in accordance with ASC 820, “Fair Value Measurements and Disclosures” that defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. We measure fair value for financial instruments, such as derivatives on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist.

The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Certain assets and liabilities, including long-lived assets, goodwill, property plant and equipment, and cost and equity investments, are measured at fair value on a nonrecurring basis using Level 3 inputs, which would primarily include the use of a discounted cash flow valuation approach.

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Contingencies

Estimated losses from contingencies are expensed if it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. Gain contingencies are not reflected in the consolidated financial statements until realized. We use judgment in assessing whether a loss contingency is probable and estimable. Actual results could differ from these estimates.

3. New Accounting Pronouncements

New Accounting Pronouncements Adopted

In February 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842) which provides additional guidance in respect of the measurement of current expected credit losses calculated in accordance with ASC 326. The guidance in ASU 326 immediately applicable and was applied in conjunction with FASB ASC Topic 326, which we adopted effective January 1, 2020.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments and subsequent amendments to the guidance, ASU 2018-19 in November 2018, ASU 2019-05 in May 2019 including codification improvements in Topic 326 in ASU 2019-04, issued in April 2019, ASU 2019-10 and ASU 2019-11 both issued in November 2019. This standard significantly changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard replaces the previous “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost, generally resulting in the earlier recognition of credit losses in the consolidated financial statements. The amendment affects loans, debt securities, trade receivables, net investment in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash.

We adopted this ASU along with the conforming subsequent amendments using the modified retrospective and their impact was not material and there was no adjustment to retained earnings as of the adoption date, January 1, 2020. In addition, at that date we also adopted the guidance in ASU 2020-03, Codification Improvements to Financial Instruments. This ASU contains a number of amendments to financial instruments in terms of updated disclosures, changes and clarifications to existing definitions and guidance in order to improve the understandability of the financial instrument guidance and was effective at the adoption of ASU 2016-13.

New Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU reduces the complexity in accounting for convertible debt and contracts in an entity’s own equity by limiting the accounting models used for convertible instruments. It is expected to result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU will not become effective for us until January 1, 2022 but can be adopted early from January 1, 2021. We are currently evaluating this ASU and the impact it may have on our consolidated financial statements.

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In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance to companies to ease the potential burden associated with transitioning away from reference rates that are expected to be discontinued. The new guidance provides optional expedients and exceptions to apply generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria that reference LIBOR or another reference rate expected to be discontinued. Companies can adopt the ASU immediately, however the guidance will only be available through December 31, 2022. We are currently evaluating this ASU and the impact it may have on our consolidated financial statements.

The amendments in this update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments.

This ASU will be effective for us beginning the first day of our 2021 fiscal year. We are evaluating the impact of the adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU introduces new guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction, and also provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax. The ASU also makes changes to the current guidance for making intraperiod allocations and determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, among other changes. This ASU will be effective for us beginning the first day of our 2021 fiscal year, and the impact of adopting the new standard will not have a material impact on our consolidated financial statements.

4. Revenue

The following table presents the Group’s revenues split by revenue to third parties and revenue to equity accounted affiliates.


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
Third party revenue	$	4,232,318	$	4,060,571	$	4,294,032
Sales to equity method investments		113,621		106,228		98,561

Total revenue	$	4,345,939	$	4,166,799	$	4,392,593

F-49

The Group’s revenues by primary revenue stream for the years ended December 31, 2020, 2019, and 2018 are as follows:


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
Fresh produce	$	4,180,845	$	4,026,291	$	4,233,954
Health foods and consumer goods		124,040		99,774		115,240
Third party freight		41,054		40,734		43,399

Total revenue	$	4,345,939	$	4,166,799	$	4,392,593

The following table presents the Group’s disaggregated revenue disclosures by channel for revenue for the years ended December 31, 2020, 2019, and 2018. Revenue by reportable segment for the same periods is disclosed in note 5.


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
Retail	$	2,668,454	$	2,386,697	$	2,551,029
Wholesale		1,252,547		1,252,562		1,337,017
Food Service		311,317		421,312		405,986
Sales to equity method investments		113,621		106,228		98,561

Total revenue	$	4,345,939	$	4,166,799	$	4,392,593

5. Segments

In accordance with ASC 280, the Group’s reportable operating segments, based on how performance is assessed, and resources are allocated, are as follows:

•

Europe – Non-Eurozone: This reportable segment is an aggregation of six operating segments in the Czech Republic, Poland, Scandinavia and the United Kingdom. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and share other similar economic characteristics and operate in similar regulatory environments. Up to the middle of 2018, it also included a small healthfoods business that has been discontinued.

•

Europe – Eurozone: This reportable segment is an aggregation of thirteen operating segments principally in France, Ireland, Italy, the Netherlands, Brazil and Spain. These segments have been aggregated as they all are primarily involved in the procurement, marketing and distribution of fresh produce and some healthfoods and consumer goods products, and share other similar economic characteristics, transact in Euro and operate in the same regulatory environment. The Brazilian business is included in the Eurozone as it is a subsidiary of our Dutch businesses and a supplier to our operations in the Eurozone.

•

F-50

•

Dole: This operating segment represents the Group’s 45% interest in Dole. Dole is one of the world’s leading producers, marketers and distributors of fresh fruit and vegetables. It has an iconic brand and leading positions and scale. It is one of the world’s largest producers of bananas and pineapples, and a leader in other fresh fruits, Value Added Salads and fresh-packed vegetables and berries. In terms of market share, they hold the number one and three positions, respectively, for bananas in North America and Europe, and are number two and three, respectively, for pineapples in North America and Europe. They sell and distribute throughout a wide network in North America, Europe, Latin America, the Middle East and Africa.

The Chief Operating Decision Maker (‘CODM’) uses Adjusted EBITDA to evaluate segment performance and allocate resources.

Adjusted EBITDA is reconciled below to income before income taxes and income from investments accounted for under the equity method by: (1) subtracting net interest charges (2) subtracting depreciation (3) subtracting intangible asset amortization charges (4) subtracting litigation and transaction related costs (5) adding or subtracting fair value movements on contingent consideration (6) subtracting impairment charges on goodwill, intangible assets and property, plant and equipment, (7) subtracting the net unrealized loss or adding the net unrealized gain on derivative instruments; (8) subtracting the net unrealized loss or adding the net unrealized gain on foreign denominated intercompany borrowings; (9) subtracting the net realized loss or adding the net realized gain on noncash settled foreign denominated intercompany borrowings; (10) subtracting restructuring charges or onerous contract costs; (11) subtracting the loss or adding the gain on asset sales for assets held-for-sale and actively marketed property; (12) subtracting financing charges and other debt related costs; (13) adding the gain or subtracting the loss on the sale of equity investments or other business interests and (14) subtracting the foreign currency gains relating to proceeds from share placings. It also includes the Group share of these items within equity method investments and the following items specific to its equity method investment in Dole (A) deducting costs of discontinued operations; (B) deducting vegetable recalls and related costs and (C) deducting costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. Management uses Adjusted EBITDA when evaluating performance because it eliminates the effects of (i) considerable amounts of non-cash depreciation and amortization and (ii) items not within the control of the Company’s operations managers.

Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

F-51

Adjusted EBITDA


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Europe—Non-Eurozone	$	60,628		$	57,826		$	62,828
Europe—Eurozone		43,513			31,460			42,754
International		30,680			25,470			25,267
Dole		114,117			112,873			20,894

Adjustments
Interest expense, net		(7,920	)		(8,965	)		(9,465	)
Depreciation		(24,634	)		(22,900	)		(21,908	)
Amortization of intangible assets		(11,548	)		(11,509	)		(12,115	)
Litigation and transaction related costs		(396	)		(198	)		(4,197	)
Net unrealized (loss)/gain on derivative financial instruments		(633	)		(13	)		428
Fair value movements on contingent consideration		(519	)		228			2,551
Goodwill impairment		—			—			(9,811	)
Impairment of property, plant and equipment		(1,210	)		—			—
(Loss)/gain on disposal of farming investment		—			(749	)		17,355
Restructuring charges		—			(1,280	)		(5,764	)
Foreign currency gain from share placing		—			—			14,771

Items in earnings for equity method investments
Equity in net earnings of investments accounted for under the equity method	$	(30,279	)	$	(36,943	)	$	(363	)
Group share of depreciation		(45,135	)		(40,601	)		(19,553	)
Group share of income tax expense		(22,329	)		(16,532	)		(2,760	)
Group share of amortization of acquisition related intangible assets		(2,895	)		(3,012	)		(3,163	)
Group share of net gain/(loss) on asset sales/impairments		3,137			7,369			14
Group share of net unrealized (gain)/loss on derivative financial instruments		5,321			(5,185	)		325
Group share of net gain/(loss) on foreign currency denominated intercompany borrowings		(8,977	)		1,886			1,784
Group share of restructuring charges and onerous contract costs		(2,039	)		(4,959	)		(2,781	)
Group share of costs associated with industry wide product recalls		—			(1,832	)		(1,740	)
Group share of transaction costs		(294	)		(756	)		—
Group share of COVID-19 costs		(4,854	)		—			—
Group share of costs of discontinued operations		—			(1,114	)		—
Group share of interest expense, net		(34,631	)		(37,808	)		(18,022	)

Income before income taxes and income from investments accounted for under the equity method	$	59,103		$	42,756		$	77,329

F-52

Segmental Revenue


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Europe—Non-Eurozone	$	1,617,128		$	1,581,679		$	1,688,259
Europe—Eurozone		1,554,379			1,508,556			1,671,084
International		1,226,193			1,134,380			1,092,039
Inter-segment revenue		(51,761	)		(57,816	)		(58,789	)

Total	$	4,345,939		$	4,166,799		$	4,392,593


Group’s 45% share of Dole (equity accounted investment)	$	2,098,529		$	2,012,591		$	815,734

Our acquisitions of property, plant and equipment, depreciation of property, plant and equipment, and amortization of intangible assets for the years ended December 31, 2020, 2019, and 2018 were as follows:


	Year ended December 31, 2020						Year ended December 31, 2019						Year ended December 31, 2018
	Acquisition of property, plant and equipment		Depreciation of property, plant and equipment		Amortization of intangible assets		Acquisition of property, plant and equipment		Depreciation of property, plant and equipment		Amortization of intangible assets		Acquisition of property, plant and equipment		Depreciation of property, plant and equipment		Amortization of intangible assets
Europe Non-Eurozone	$	27,901	$	12,959	$	3,338	$	11,403	$	12,141	$	2,973	$	17,716	$	11,427	$	3,332
Europe Eurozone		6,878		9,568		1,363		10,246		9,102		1,691		13,635		8,739		1,888
International		1,791		2,107		6,847		5,357		1,657		6,845		3,337		1,742		6,895

Total Group	$	36,570	$	24,634	$	11,548	$	27,006	$	22,900	$	11,509	$	34,688	$	21,908	$	12,115

Country of Domicile and Geographic Disclosures

The Group had significant sales from our operations in the United States, Sweden, Spain, UK, Republic of Ireland, and the Netherlands, based on point of sale. Our revenue by country for years ended December 31, 2020, 2019 and 2018 were:


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
United States	$	1,094,917	$	989,815	$	943,461
Sweden		645,067		604,651		646,790
Spain		628,444		605,605		676,987
UK		619,361		653,446		663,651
Republic of Ireland		424,918		391,983		412,317
Netherlands		381,970		416,052		512,619
Other		551,262		505,247		536,768

Total revenue	$	4,345,939	$	4,166,799	$	4,392,593

F-53

The Group had significant long-lived assets in the Sweden, UK, Spain, Republic of Ireland, Denmark and the United States. Long-lived assets are comprised of property, plant and equipment and right of use assets net of related accumulated depreciation. Our long-lived assets by country were:


	Year ended December 31, 2020		Year ended December 31, 2019
	(U.S. Dollars in thousands)
Sweden	$	74,239	$	54,752
Spain		50,759		46,700
UK		60,963		44,700
Republic of Ireland		38,825		37,549
Other		134,882		133,722

Total long-lived assets	$	359,668	$	317,423

6. Other (Expense)/Income, Net

Other income, net includes the following:


	Year ended December 31 2020			Year ended December 31 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Other income
Rental income	$	2,708		$	2,270		$	2,304
Gain/(loss) on contingent consideration		(519	)		228			2,551
Other income		1,042			2,273			1,249
Subtotal—other income		3,231			4,771			6,104

Other components of net periodic benefit cost		(2,169	)		(419	)		(835	)
Transaction related costs		(396	)		(198	)		(4,197	)
Other expenses		(1,245	)		(211	)		(15	)
Subtotal—other expense		(3,810	)		(828	)		(5,047	)

Total other income/(expense), net	$	(579	)	$	3,943		$	1,057

7. Interest Income And Expense


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Interest Income
Interest income	$	2,604		$	3,077		$	4,364

Total interest Income		2,604			3,077			4,364
Interest Expense
Interest expense on long term debt		(7,796	)		(10,492	)		(12,195	)
Interest expense on finance lease liabilities		(114	)		(58	)		—
Interest expense on capital lease liabilities		—			—			(130	)
Other interest expense		(2,613	)		(1,492	)		(1,504	)

Total Interest Expense	$	(10,523	)	$	(12,042	)	$	(13,829	)

F-54

8. Income Taxes

The following table presents income tax expenses by selected jurisdiction for each of the years ended December 31, 2020, 2019 and 2018:


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Current tax (benefit)/expense
Ireland	$	262		$	(280	)	$	492
United States		2,706			3,109			1,563
Foreign—excluding United States		15,860			15,449			15,445

Total current tax (benefit)/expense		18,828			18,278			17,500


Deferred tax (benefit)/expense
Ireland		185			566			421
United States		(298	)		(1,948	)		2,016
Foreign—excluding United States		(585	)		(6,584	)		(83	)

Total deferred tax (benefit)/expense		(698	)		(7,966	)		2,354

Income tax expenses	$	18,130		$	10,312		$	19,854

Income before income taxes and income from investments accounted for under the equity method consisted of the following:


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
Ireland	$	2,852	$	2,597	$	15,128
United States		7,615		978		7,206
Foreign—excluding United States		48,636		39,181		54,995

	$	59,103	$	42,756	$	77,329

F-55

The differences between the reported income tax expense and income taxes computed at the Irish statutory tax rate of 12.5% for the years ended December 31, 2020, 2019 and 2018 are explained in the following reconciliation:


	Year ended December 31, 2020			Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
Income tax expense at the Irish statutory tax rate of 12.5%	$	7,388		$	5,345	$	9,666
Effects of
Nondeductible goodwill impairment		—			—		2,453
Difference in tax rates		8,247			1,908		4,018
Movement in valuation allowance		2,824			740		1,014
Tax exempt income		(248	)		—		(1,546	)
Expenses not deductible for income tax purposes		1,467			1,227		1,492
Changes in unrecognized tax benefits, net of indirect benefits		(648	)		32		1,227
Contingent consideration adjustments		(329	)		163		1,316
Changes in estimates made in respect of prior periods		(678	)		821		427
Other items		107			76		(213	)

Income tax expense	$	18,130		$	10,312	$	19,854

Deferred tax recognized directly in other comprehensive income:


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars in thousands)
Deferred tax benefit (expense) on remeasurement (loss)/gain on defined benefit plans	$	2,584	$	84	$	(763	)

Total deferred tax benefit (expense) recognized in other comprehensive income	$	2,584	$	84	$	(763	)

F-56

Deferred tax recognized directly in retained earnings

On January 1, 2019, we recognized a benefit of $412,000 in retained earnings for the income tax effects of our adoption of ASC 842—Leases.

The following table provides details of the principal components of our deferred tax assets and liabilities as of December 31, 2020 and 2019:


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Deferred tax assets:
Property, plant and equipment	$	996		$	924
Leases		583			413
Accounts payable and accrued liabilities		7,295			5,540
Employee benefits		4,153			1,955
Carry forward losses		18,548			15,573
Other		1,335			1,047
Total deferred tax assets		32,910			25,452
Valuation allowance		(16,395	)		(12,091	)
Offset against deferred tax liabilities		(9,833	)		(8,633	)

Total deferred tax assets, net		6,682			4,728


Deferred tax liabilities:
Intangible assets		18,982			20,660
Property, plant and equipment		3,863			2,039
Accounts payable and accrued liabilities		—			77
Leases		120			—
Other		222			1,284
Investments in equity method investments		9,097			982
Total deferred tax liabilities		32,284			25,042
Offset against deferred tax assets		(9,833	)		(8,633	)

Total deferred tax liabilities, net	$	22,451		$	16,409

At December 31, 2020, we had approximately $81,534,000 of operating and capital loss carryforwards expiring as follows (USD in thousands):


	Ireland		United States		Foreign - excluding United States		Total
2021	$	—	$	—	$	1,727	$	1,727
2022		—		—		—		—
2023		—		—		—		—
2024		—		—		108		108
2025		—		304		1,551		1,855
Indefinite		32,977		917		43,950		77,844

Total	$	32,977	$	1,221	$	47,336	$	81,534

F-57

The following table presents the movement in the valuation allowance for each of the three years in the period ended December 31, 2020:


	Year ended December 31 2020			Year ended December 31 2019			Year ended December 31, 2018
	(U.S. Dollars In thousands)
Balance at January 1	$	12,091		$	11,577		$	11,091
Increase recognized in the income statement		4,509			1,437			1,201
Decrease recognized in the income statement		(1,685	)		(697	)		(187	)
Translation adjustments		1,480			(226	)		(528	)

Balance at December 31	$	16,395		$	12,091		$	11,577

The valuation allowance increased by $2,824,000 in 2020 and by $740,000 in 2019. The increase in 2020 and 2019 relates primarily to valuation allowance on additional net operating loss and capital loss carryforwards. The 2020 increase includes an additional $3,622,000 valuation allowance on net operating loss carryforwards relating to one of our subsidiaries that we recognized because it is experiencing a downturn in its trading conditions that in 2020 we determined to be sustained.

No provision for income tax has been provided on undistributed earnings of our foreign subsidiaries because such earnings are indefinitely reinvested in the foreign operations or because such earnings can be repatriated in a tax-free manner. Cumulative unremitted earnings of overseas subsidiaries that are indefinitely reinvested totaled approximately $10,600,000 at December 31, 2020. In the event of a repatriation of those earnings in the form of dividends or otherwise, we may be liable for income taxes, subject to adjustment, if any, for foreign tax credits and foreign withholding taxes payable to foreign tax authorities. The Company estimates that approximately $500,000 of income taxes would be payable on the repatriation of the unremitted earnings to Ireland.

We recognize deferred tax assets on potential foreign tax credits expected to be generated by the repatriation of undistributed earnings only when the repatriation has occurred or is expected to occur in the foreseeable future.

A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows:


	Year ended December 31, 2020			Year ended December 31, 2019
	(U.S. Dollars in thousands)
Balance at January 1	$	11,928		$	12,140
Increases due to tax positions taken in the current year		2,190			1,676
Decreases due to lapse of statute of limitations		(2,704	)		(1,652	)
Translation adjustments		1,285			(236	)

Balance at December 31	$	12,699		$	11,928

The total of unrecognized tax benefits was $12,699,000 and $11,928,000 as of December 31, 2020 and 2019 respectively. If recognized, we estimate that our effective tax rate would be affected by additional income tax benefit of $6,089,000 and $6,024,000 for the years ended December 31, 2020 and 2019 respectively. We currently estimate that our unrecognized tax benefits will not change materially during the next twelve months. We recognized a liability for accrued interest and penalties of $2,019,000 and $2,032,000 for the years ended December 31, 2020 and 2019 respectively.

F-58

The tax years 2016 to 2020 remain subject to examination by taxing jurisdictions in Ireland, the United States, and the United Kingdom; the tax years 2015 to 2020 remain subject to examination by taxing jurisdictions in Sweden and Denmark.

9. Earnings Per Share

Basic Earnings Per Share

In November 2010, the Group purchased 22,000,000 of its own shares which are held as treasury shares. In respect of the shares that are held by the Group (treasury shares), all rights (including voting and dividend rights) are suspended until those shares are reissued and therefore they are not included in earnings per share calculations. Details relating to the purchase of the Group’s own shares in prior periods are outlined in Note 27.


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars and shares in thousands, except per share amounts)
Profit for the year attributable to equity shareholders of the parent	$	52,488	$	55,060	$	36,614
Weighted average number of shares – basic		388,560		388,478		381,890
Basic earnings per share	$	0.1351	$	0.1417	$	0.0959

Diluted Earnings Per Share

Diluted earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding after adjustment for the effects of all ordinary shares and options with a dilutive effect. We use the treasury stock method to calculate the dilutive effect of outstanding equity awards in the denominator for diluted EPS.


	Year ended December 31, 2020		Year ended December 31, 2019		Year ended December 31, 2018
	(U.S. Dollars and shares in thousands, except per share amounts)
Profit for the year attributable to equity shareholders of the parent	$	52,488	$	55,060	$	36,614
Weighted average number of shares		388,560		388,478		381,890
Effect of share options with a dilutive effect		583		817		1,257
Weighted average number of shares—diluted		389,143		389,295		383,147
Diluted earnings per share	$	0.1349	$	0.1414	$	0.0956

The average market value of the Company’s shares used for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the year, during which the options were outstanding.

F-59

10. Cash

Cash and cash equivalents comprise cash balances held for the purposes of meeting short-term cash commitments and call deposits, which are readily convertible to a known amount of cash within a short time frame of between one day and three months.


	December 31 2020		December 31 2019
	(U.S. Dollars in thousands)
Bank balances	$	160,434	$	111,537
Call deposits (demand balances)		69		18,040

Cash, cash equivalents	$	160,503	$	129,577

11. Trade Receivables


	December 31 2020			December 31 2019
	(U.S. Dollars in thousands)
Trade receivables due from third parties	$	350,349		$	347,704
Trade receivables due from equity accounted affiliates		21,494			17,553
Allowance for credit loss		(10,122	)		(5,661	)


Trade Receivables, net of allowance
Current	$	361,721		$	359,596

Movements in the trade receivables, allowance for credit losses are as follows.


	Year ended December 31 2020			Year ended December 31 2019			Year ended December 31 2018
	(U.S. Dollars in thousands)
Balance at January 1	$	(5,661	)	$	(7,770	)	$	(7,192	)
Arising on acquisition of subsidiaries		(157	)		(118	)		(956	)
Provision for receivables impairment—charged to selling, general and administrative expenses		(5,468	)		(964	)		(1,561	)
Receivables written off as uncollectible		1,976			3,094			1,566
Foreign exchange		(812	)		97			373

Balance at December 31	$	(10,122	)	$	(5,661	)	$	(7,770	)

We adopted ASC 326 Financial Instruments—Credit Losses effective January 1, 2020, which did not have a material impact on the Group’s allowance for credit losses.

We manage the credit risk of a portion of our trade receivables through the use of non-recourse trade receivables arrangements with a total facility amount of $115,300,000. Under the terms of these agreements the Group has transferred substantially all of the credit risk of the trade receivables which are subject to these agreements. At December 31, 2020 trade receivables amounting to $57,600,000 million have been derecognized.

F-60

12. Other Receivables


	December 31 2020			December 31 2019
	(U.S. Dollars in thousands)
Grower loans	$	30,677		$	35,242
Irish value added tax (“VAT”) receivables		837			758
Other VAT receivables		7,292			7,646
Other receivables		34,387			31,946
Other receivables due from equity accounted affiliates		12,831			13,746
Allowance for credit loss		(8,448	)		(6,312	)

Other Receivables, net of allowance
Current		47,486			54,918
Noncurrent		30,090			28,108

Movements in the other receivables allowance for credit loss are as follows.


	Year ended December 31 2020			Year ended December 31 2019			Year ended December 31 2018
	(U.S. Dollars in thousands)
Balance at January 1	$	(6,312	)	$	(5,789	)	$	(5,141	)
Provision for receivables impairment—charged to selling, general and administrative expenses		(2,745	)		(1,070	)		(2,200	)
Receivables written off as uncollectible		390			572			1,366
Reclassification		428			—			—
Foreign exchange		(209	)		(25	)		186

Balance at December 31	$	(8,448	)	$	(6,312	)	$	(5,789	)

We adopted ASC 326 Financial Instruments—Credit Losses effective January 1, 2020, which did not have a material impact on the Group’s allowance for credit losses on other receivables. The comparative periods continue to be presented under the then-applicable accounting policy.

As a result, for our December 2019 amounts, allowances were calculated on the basis of losses incurred at this date of assessment. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience, specific customer collection issues that we have identified, and the aging of the trade receivables based on contractual terms.

For allowances calculated after January 1 2020, our allowance for credit losses on trade and other receivables will reflect our estimate of credit losses over the remaining expected life of the asset. Expected credit losses for newly recognized financial assets, as well as changes to expected credit losses during the period, will be recognized in earnings and classified within cost of sales. These expected credit losses will be measured based on historical loss data, current conditions and forecasts that affect the collectability of the reported amount. Write-off of accounts receivable is performed only when all collection efforts have been exhausted without success.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group has detailed procedures for monitoring and managing the credit risk related to its trade receivables based on experience, customers’ track records and historic default rates. Individual risk limits are generally set by customer, and risk is accepted above such limits only in defined circumstances. The utilization of credit limits is regularly monitored, and a significant element of the credit risk is covered by credit insurance. The impairment provision is used to record impairment losses

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unless the Group is satisfied that no recovery of the amount owing is possible, at which point the amount is considered irrecoverable and is written off directly against the trade receivable.

The Group also makes advances to key suppliers, generally to secure produce in key categories. Advances made are generally interest- bearing and recovered through deduction from payments made in respect of produce delivered by the counterparty.

A rating system has been utilized in relation to other receivables.

Trade receivables are considered to be in default if repayment is not considered probable. Other receivables are considered to be in default if the receivable is not collected within the agreed terms.

The expected loss rates for other receivables are based on the repayment profiles of individual receivables over a three-year period and the corresponding historical credit losses that have been experienced in this period. The historical loss rates are adjusted to reflect current and forward-looking information available that affect the ability of the other receivable to repay the balance.

The following table details the aging of other receivables (non-current and current) including loans and advances to suppliers, and the related loss allowance:


	Gross 2020		Loss allowance 2020			Net 2020		Gross 2019		Loss allowance 2019			Net 2019
	(U.S. Dollars in thousands)
Not past due	$	65,807		(1,445	)		64,362		67,393		—			67,393

Past due 0 – 30 days		844		(786	)		58		627		—			627
Past due 31 – 90 days		167		(167	)		—		252		—			252
Past due 91 – 180 days		291		(291	)		—		952		(421	)		531
Past due more than 180 days		6,084		(5,759	)		325		6,368		(5,891	)		477

Total	$	73,193	$	(8,448	)	$	64,745	$	75,592	$	(6,312	)	$	69,280

Non-trade receivables due from equity accounted affiliates

At December 31, 2020 and 2019, the Group had non-trade receivable balances due from its equity accounted affiliates of $12,831,000 and $13,746,000, respectively.

13. Inventories


	December 31 2020		December 31 2019
	(U.S. Dollars In thousands)
Inventories
Goods for resale	$	120,897	$	97,346
Consumables		16,731		12,886
Growing crops		3,551		4,447

Total	$	141,179	$	114,679

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14. Prepayments And Other Assets


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Prepaid expenses	$	16,570	$	13,254
Income tax receivable		2,936		2,736
Other assets		—		2,790

Total prepayment and other assets	$	19,506	$	18,780

15. Investments In Unconsolidated Affiliates – Dole

On February 1,2018, the Group announced that it had entered into a binding agreement to acquire a 45% stake in Dole from Mr. David H. Murdock for a cash consideration of $300 million (the ‘First Tranche’). The acquisition of the First Tranche was approved by the board of directors of Total Produce and was initially subject to anti-trust review in a limited number of jurisdictions. On July 30, 2018, the European Commission (the ‘EC’) approved the acquisition of the First Tranche. The EC approval was conditional on the divestment of Saba Fresh Cut AB (the Swedish bagged salad business owned by Dole). This limited disposal had no material impact on the strategic rationale or the commercial value of the transaction. As all other transaction conditions precedent were satisfied at this date, the acquisition of the First Tranche completed on July 31, 2018. The registered address of Dole is One Dole Drive, Westlake Village, California 91362, United States.

On completion of the acquisition of the First Tranche on July 31, 2018, the Group and Mr. David H. Murdock have balanced governance rights with respect to Dole. On completion, the board of directors of Dole was comprised of six members, three of which were appointed by Total Produce and three by Mr. David H. Murdock. Mr. David H. Murdock remained Chairman of Dole and Carl McCann was appointed Vice Chairman. On March 15, 2021, Mr. David H. Murdock made the decision to retire from the board of directors of Dole, and Mr. McCann was appointed Chairman. Major decisions require consent of at least one Board member appointed by each of Total Produce and Mr. David H. Murdock.

In addition, and at any time after closing of the First Tranche, the Group has the right, but not the obligation, to acquire (in any one or more tranches of 1%) up to an additional 6% of Dole common stock (the ‘Second Tranche’). In the event the Group exercises the right to acquire the additional 6% the total consideration for the 51% stake shall be $312 million. Following the second anniversary of the closing of the First Tranche, the Group has the right, but not the obligation, to acquire the balance of Dole common stock (the ‘Third Tranche’), whereby the consideration for the Third Tranche is to be calculated based on nine times the three-year average historical Dole Adjusted EBITDA less net debt. However, in no event shall the Third Tranche purchase price be less than $250 million or exceed $450 million (such cap subject to increase after six years).

The Third Tranche consideration is payable in cash or, if the parties mutually agree, Total Produce stock. From the fifth anniversary of completion of the acquisition of the First Tranche, in the event the Group has not exercised its right to acquire 100% of Dole, Mr. David H. Murdock is permitted to cause a process to market and sell 100% of Dole common stock.

We hold a variable interest in Dole and it qualifies as a VIE under the guidance in ASC 810-10-15-14. Due to the governance arrangements in place and as all significant decisions in Dole require the consent of both the Group and Mr. David H. Murdock, we do not hold a controlling financial interest in Dole and are not the primary beneficiary. By virtue of the voting arrangements in place we exercise significant influence over Dole and equity account for our investment in accordance with ASC 323 in the consolidated Group

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accounts following completion of the acquisition of the First Tranche on July 31, 2018. The overall business is seasonal with the greater share of net income in the first half of the financial year.

The following table provides aggregated financial information for Dole as it relates to the amounts recognized in the statement of operations, statement of comprehensive income and balance sheet. The audited financial statements of Dole as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 are separately presented elsewhere in this Registration Statement in accordance with the requirements of rules 3-05 and 3-09 of Regulation S-X.


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Opening balance	$	313,289	$	303,367
Share of net income		21,868		24,890
Share of other comprehensive income/(loss)		4,551		(6,028	)
Share of notes and interest issued to affiliates		777		(8,940	)

Closing carrying amount	$	340,485	$	313,289


Deferred tax recognized on the change in the Group’s temporary taxable basis difference on its investment in Dole, recognized in:
Equity in net earnings of investments accounted for under the equity method	$	6,757	$	982
Other comprehensive income/(loss), net of tax		1,358		—

Dole’s financial calendar consists of thirteen periods of four weeks. The 2020 financial year began on December 29, 2019 (FY19: December 30, 2018) and ended on December 31, 2020 (FY19: December 28, 2019).

Summarized financial information for Dole for the financial years ended December 31, 2020 and December 28, 2019 as well as for the five months ended December 29, 2018 are set out below. Unless stated otherwise the information reflects the amounts reported in the financial statements of Dole rather than the share attributable to the Group.

Summary Statement of Operations


	Year ended December 31, 2020			Year ended December 28, 2019			Five months ended December 29, 2018
	(U.S. Dollars in thousands)
Revenue	$	4,671,999		$	4,515,955		$	1,766,625
Gross Profit		365,799			354,562			89,823
Selling, general and administrative expenses		(189,912	)		(183,657	)		(79,404	)
Net interest expense		(72,906	)		(82,072	)		(36,202	)
Earnings/(loss) from equity investments		2,149			(378	)		183
Other income/(expense), net		(29,305	)		(3,316	)		(1,131	)

Income/(loss) before income taxes		75,825			85,139			(26,731	)
Income tax (expense)/benefit		(25,332	)		(25,122	)		1,256
(Loss)/profit from discontinued operations		(43	)		(2,500	)		249
Less: Net income attributable to noncontrolling interests		(1,854	)		(2,205	)		(974	)

Net income/(loss) attributable to Dole equity shareholders	$	48,596		$	55,312		$	(26,200	)

Total Produce 45% share of net income/(loss) attributable to equity shareholders	$	21,868		$	24,890		$	(11,790	)

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Summary Statement of Other Comprehensive Income Statement


	Year ended December 31, 2020			Year ended December 28, 2019			Five months ended December 29, 2018
	(U.S. Dollars in thousands)
Other comprehensive (loss)
Pension and postretirement obligation adjustments, net of income tax benefits of $875, $1,131 and $Nil	$	(7,045	)	$	(5,131	)	$	14,362
Foreign currency translation adjustment, net of income tax of $Nil, $Nil and $Nil		25,575			(8,265	)		(8,361	)
Effective portion of changes in fair value of cash flow hedges, net of income tax of $2,758, $Nil and $Nil		(8,417	)		—			—

Total other comprehensive income/ (loss)		10,113			(13,396	)		6,001

Comprehensive income/(loss) attributable to equity shareholders		10,113			(13,396	)		6,001
Total Produce 45% share of net income/(loss) attributable to equity shareholders	$	4,551		$	(6,028	)	$	2,700

Summary Balance Sheet information


	December 31, 2020			December 28, 2019
	(U.S. Dollars in thousands)
Current assets	$	784,231		$	774,812
Intangible assets		278,093			278,155
Property, plant and equipment		1,093,355			1,058,534
Right of use assets		232,067			263,073
Assets held for sale		48,543			64,637
Other non-current assets		108,297			98,612
Borrowings		(1,247,522	)		(1,317,317	)
Lease liabilities		(229,220	)		(261,590	)
Other noncurrent liabilities		(348,956	)		(364,248	)
Other current liabilities		(683,542	)		(619,953	)
Noncontrolling interest		(9,367	)		(9,170	)

Net assets/(liabilities)		25,979			(34,455	)

Total Produce 45% share of net assets		11,691			(15,505	)
Goodwill	$	328,794		$	328,794
Total carrying amount of Total Produce’s 45% investment in Dole		340,485			313,289

During the year ended December 31, 2020, we did not provide any financial support to Dole that we were not contractually obligated to provide.

The following table presents our maximum exposure to loss in Dole as a VIE as of December 31, 2020 and 2019:


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Carrying value of equity investment in Dole	$	340,485	$	313,289
Maximum exposure to loss		340,485		313,289

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The maximum exposure to loss represents the amount that would be absorbed by us in the event that all of our assets held in the VIE, had no value. We have not provided any guarantees in respect of debt issued by Dole.

The following table shows amounts due to and from Dole as of December 31, 2020 and 2019:


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Amounts due to Dole—presented within trade payables	$	2,627	$	971
Amounts due from Dole—presented within trade receivables		1,298		493

See note 26 for related party transactions with Dole for each of the three years in the period ended December 31, 2020.

Other required disclosures

Audited financial statements as of December 31, 2020 and December 28, 2019 and for each of the three years in the period ended December 31, 2020 are in accordance with Rule 3-09 of Regulation S-X., included elsewhere within this Registration Statement.

16. Investments in Unconsolidated Affiliates—Other

As of December 31, 2020, our investments in unconsolidated affiliates (other than Dole) using the equity method of accounting was $118,072,000 (2019: $115,886,000). There are no significant investees in which we hold 20% of more of their voting stock that are not accounted for using the equity method of accounting.

One of our equity accounted affiliates, El Parque, a fresh produce business is a VIE and is accounted for under the equity method of accounting. See note 29 for further details in respect of El Parque.

For our equity accounted investments, we recognize our share of earnings and losses based on our ownership percentage of such investments in equity in net earnings (losses) of investments accounted for under the equity method. Significant equity method investees excluding Dole as of December 31, 2020 and December 31, 2019 are as follows:

The following sets out the Group’s significant equity method investments other than Dole.


	Principal Activity	Country of Incorporation	Ownership interest
The Fresh Connection LLC	Fresh Produce	USA		50	%
2451487 Ontario Inc.	Fresh Produce	Canada		50	%
2451490 Ontario Inc.	Property Holding Company	Canada		50	%
Frankfort & Korning Beheer Venio BV	Fresh Produce	Netherlands		50	%
Peviani SpA	Fresh Produce	Italy		50	%
Frutas IRU S.A.	Fresh Produce	Spain		50	%
Exportadora y Servicios El Parque Limitada	Fresh Produce	Chile		50	%

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The following table provides aggregated financial information for equity-accounted entities, other than Dole as it relates to the amounts recognized in the statement of operations, statement of comprehensive income and balance sheet.


	2020			2019
	(U.S. Dollars in thousands)
Opening balance	$	115,886		$	119,174
Share of profit after tax		15,168			13,035
Share of other comprehensive income/(loss)		—			—
Recognized directly in equity		(91	)		(169	)
Investment in equity accounted affiliates (A)		(176	)		1,868
Repayment of long-term loans		(68	)		(2,261	)
Equity accounted investee becoming an investment (B)		—			(2,458	)
Equity accounted investee becoming a subsidiary (C)		(5,328	)		—
Disposal		—			(65	)
Dividends declared (D)		(15,292	)		(12,432	)
Foreign exchange		7,973			(806	)

Closing carrying amount	$	118,072		$	115,886

A. Investments in equity accounted affiliates

During 2020, the Group invested $901,000 (FY19: $1,875,000) in cash in a number of joint ventures in Europe.

B. Equity accounted investee becoming an investment

In 2019, as a result of changes in shareholder arrangements and the Group no longer having significant influence in two equity accounted affiliates, the Group ceased equity accounting for these two investments. The carrying value of these investments at the date that the arrangements changed was deemed to equate to fair value and the value was reclassified to other investments and accounted for as an, other financial asset.

C. Equity accounted investee becoming a subsidiary

In April 2020, the Group acquired additional shares in Eco Farms, a company based in California in the United States that specializes in avocados. This resulted in Eco Farms being consolidated as a subsidiary of the Group from the date of acquisition of additional shares. The carrying amount of the original shareholding at the date of acquisition of $5,328,000 was deemed to be fair value.

D. Dividends declared

Dividends of $15,292,000 (2019: $12,432,000) were declared by equity accounted affiliates during the year. The cash received from dividends in 2020 was $13,905,000 (2019: $11,497,000).

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The following table shows, as at December 31, 2020 and 2019, the Group’s share of the underlying equity in net assets of equity accounted affiliates (other than Dole) and the carrying amount of the Group’s investment in those equity accounted affiliates. The difference arising relates to goodwill on acquisition of those affiliates:


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Net assets of equity accounted affiliates—excluding Dole
Total Produce share of net assets	$	88,944	$	87,309
Goodwill		29,128		28,577

Carrying value of equity investment in equity accounted affiliates—excluding Dole	$	118,072	$	115,886

The following table shows amounts due to and from equity accounted affiliates, other than Dole as of December 31, 2020 and 2019:


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Amounts due to equity accounted investees (other than Dole)—presented within trade payables	$	17,477	$	16,471
Amounts due from equity accounted investees (other than Dole)—presented within trade receivables		3,790		866

See note 26 for related party transactions with equity accounted affiliates for each of the three years in the period ended December 31, 2020.


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Current assets	$	382,187		$	311,260
Non-current assets		308,192			259,454
Current liabilities		(288,712	)		(249,168	)
Non-current liabilities		(140,590	)		(118,981	)
Redeemable preferred stock
Noncontrolling interests		(3,900	)		(2,970	)


	Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
	(U.S. Dollars in thousands)
Revenue	$	1,605,660		$	1,621,362		$	1,684,004
Cost of sales		(1,383,617	)		(1,391,192	)		(1,487,641	)
Net income/(loss)		34,496			19,703			45,525
Net income/(loss)- attributable to Total Produce plc		15,168			13,035			12,769

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17. Property, Plant and Equipment

Property, plant and equipment consisted of the following:


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Land and buildings	$	147,028		$	130,030
Plant and equipment		175,163			141,203
Motor vehicles		26,844			26,103
Bearer plants		1,566			1,836
Computer software		29,175			20,419
Less accumulated depreciation		(160,111	)		(131,013	)

Property, plant and equipment, net	$	219,665		$	188,578

Plant and equipment and motor vehicles include assets held under finance leases totaling $10,414,000 and $3,928,000 respectively (2019: $693,000 and $3,592,000 respectively). Accumulated amortization for assets under finance leases was $3,578,000 at December 31, 2020 and $2,223,000 at December 31, 2019. Depreciation on right of use assets was $1,192,000, (2019: $756 and 2018: $Nil).

Depreciation expense on property, plant and equipment totaled $24,634,000 (2019: $22,900,000 and 2018: $21,908,000). Included within depreciation expense was depreciation expense on capitalized software of $2,978,000 (2019: $2,286,000 and 2018: $1,646,000). Computer software expenditure capitalized in the year was $6,586,000 (2019: $5,183,000, 2018: $4,981,000). Accumulated depreciation of capitalized software was $12,308,000 at December 31, 2020 and $8,386,000 at December 31, 2019.

18. Goodwill and Intangible Assets

The following table reflects our indefinite-lived intangible assets, including goodwill and our definite-lived intangible assets along with related accumulated amortization by major category:


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Goodwill	$	234,161		$	221,102
*Definite lived intangibles*
Customer relationships		141,157			137,077
Other intangible assets		44,053			46,000
Accumulated amortization		(119,576	)		(104,502	)

Goodwill and intangibles, net	$	299,795		$	299,678

There were no impairment charges recorded to goodwill or indefinite lived intangibles during the year (2019: Nil and 2018: 9,811,000).

F-69

The following table reflects the changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 by reportable segment.


	Europe-Non-Eurozone			Europe—Eurozone			International			Total
	(U.S. Dollars in thousands)
Balance as of December 31, 2018	$	103,192		$	14,995		$	101,917		$	220,104
Arising on acquisition of subsidiaries		1,895			2,101			—			3,996
Disposal of business		(775	)		—			—			(775	)
Foreign exchange movement		(368	)		(174	)		(1,681	)		(2,223	)

Balance as of December 31, 2019		103,944			16,922			100,236			221,102
Arising on acquisition of subsidiaries		—			1,031			67			1,098
Foreign exchange movement		10,233			1,445			283			11,961

Balance as of December 31, 2020	$	114,177		$	19,398		$	100,586		$	234,161

The Group has applied the provisions of ASU 2017-04 with effect from January 1, 2017 and so uses the simplified impairment testing set out in that update which provides guidance in applying a step one approach to test for impairment before calculating the actual impairment. Our goodwill impairment charges are calculated as the amount by which the carrying amount of the reporting exceeds the reporting unit’s fair value. However, the impairment charge recognized cannot exceed the total amount of goodwill allocated to that reporting unit Goodwill is tested annually for impairment in the 4^thquarter, or more frequently if there are indications that goodwill might be impaired. For the purposes of impairment testing, goodwill is allocated at the reporting unit level.

Our impairments of goodwill are generally estimated using the income or market approach, or a combination thereof. This approach calculates the present value of future cash flows by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income-producing assets. The cash flow projections in the analysis consist of management’s estimates of revenue growth rates and profitability. The values applied to these key assumptions are derived from a combination of external and internal factors, based on past experience together with management’s future expectations about business performance.

The Group’s earnings are significantly dependent on the selling prices and margins obtained for products sold. These, in turn, are largely determined by market supply and demand. Fresh produce supplies are affected by the geography of production, growing conditions (including climate), seasonality and perishability. Market demand is a function of population size, per capita consumption, the availability and quality of individual products, competing products, climatic, economic and other general conditions in the marketplace. Excess produce leading to reduced selling prices (particularly for products purchased under contract) could have a material adverse effect on the Group’s business, results of operations and financial condition.

The discount rate used in the fair value analysis reflect the current market assessment of the risk specific to each reporting unit. The discount rates were estimated by calculating a reporting unit-specific weighted average cost of capital to reflect the market assessment of risks specific to each reporting unit for which the cash flow projections have not been adjusted.

Due to the mix of unobservable inputs utilized, the fair value of goodwill is classified as Level 3 of the fair value hierarchy. Applying the techniques above, an impairment charge of $Nil relating to

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goodwill was recognized in the statement of operations in 2020 (2019: $Nil, 2018: $9,811,000. The impairment charges in 2018 related to the fresh produce businesses in the Netherlands, which had experienced a difficult trading environment resulting in a slower recovery than had been anticipated.

Details of our definite lived intangible assets as of December 31, 2020 were as follows:


	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(U.S. Dollars in thousands)
Definite lived intangibles
Customer relationships	$	141,157	$	(95,580	)	$	45,577
Other intangible assets		44,053		(23,996	)		20,057

Other intangible assets include brands of $6,760,000 and supplier relationships of $13,296,000

A rollforward of the intangible assets excluding goodwill for the years ended December 31, 2020 and 2019 was as follows:


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Balance as of January 1	$	78,576		$	86,961
Additions		186			2,953
Disposal		(298	)		(15	)
Amortization		(11,548	)		(11,509	)
Foreign exchange impact		(1,282	)		186

Balance as of December 31	$	65,634		$	78,576

Amortization expense of definite-lived intangible assets totaled $11,548,000, $11,509,000 and $12,115,000 for the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are included in selling, general and administrative expenses.

The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows:


Year	Estimated amortization expense
	(U.S. Dollars in thousands)
2021	$	10,538
2022		10,062
2023		9,209
2024		8,252
2025		7,979

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19. Accounts Payable and Accrued Expenses


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Current
Trade payables	$	464,105	$	405,831
Accruals		92,484		62,804
Deferred consideration		—		288
Other payables		31,183		30,885
Irish payroll taxes		3,650		3,083
Irish valued added taxes		1,664		939
Other taxes		18,056		15,132
Derivative liability		1,149		342
Related party payables
Trade payables due to unconsolidated investments		10,298		10,681
Non-trade payables due to unconsolidated investments		128		28

Total current payables and accrued expenses	$	622,717	$	530,013

Other taxes include payroll taxes and value added taxes incurred outside of Ireland.

20. Borrowings

As of December 31, 2020, the principal amount of our outstanding indebtedness totaled $346,831,000. There were no debt issuance costs, debt discounts or debt premium at December 31, 2020. Commitment fees of $669,000 are included in prepayments on the consolidated balance sheet as at December 31, 2020.

Our undrawn facilities comprised approved revolving debt facilities, committed and uncommitted borrowing facilities and term debt of up to $388,636,000 (2019: $332,425,000) in addition to undrawn amounts of $129,857,000 (2019: $111,248,000) on approved overdrafts. As of December 31, 2020, we remained in compliance with the financial covenants across our various debt agreements.

The following table provides a summary of our indebtedness as of December 31, 2020 and 2019:


	As of December 31,
	2020											2019
Debt obligation	Commitment		Undrawn amounts		Amounts outstanding		Weighted average interest rate			Maturity		Amount outstanding
	(U.S. Dollars in thousands)
Revolving credit facilities	$	578,147	$	319,893	$	258,254		1.23	%		2021—2023	$	284,185
Committed notes		60,097		—		60,097		3.20	%		2021—2024		75,936
Uncommitted notes		66,000		66,000		—		—			2023		—
Other (mainly term debt)		10,628		2,743		7,885		4.21	%		2021—2024		6,889
Overdrafts		141,100		129,857		11,243		1.38	%		1 year		10,657
Finance leases		9,352		—		9,352		2.41	%		2021—2025		1,691

Total						346,831							379,358
Current						31,991							97,150

Non-current						314,840							282,208

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Revolving Credit Facilities

The Group has a number of bilateral revolving credit facilities with six relationship banks (Rabobank, HSBC, Bank of Montreal, Danske Bank, Ulster Bank and Bank of Ireland). These facilities typically have maturities of three to five years and can contain plus one extensions and accordion features. The facilities mature between 2021 and 2023. The total of these facilities amounted to $578,147,000 at December 31, 2020 with $319,893,000 undrawn.

These facilities are generally multicurrency giving the Group the ability to draw down borrowings in Euro, US Dollar, Sterling, Canadian Dollar, Swedish Krona, Danish Kroner and Czech Koruna. Interest on the borrowings is at floating rates set in advance for periods ranging from 1 month to 3 months by reference to interest bank interest rates (EURIBOR, US LIBOR, sterling LIBOR, STIBOR etc) plus a margin dependent on net leverage of the Group as calculated in accordance with the individual facility agreements. In addition, we pay fees on unused commitments. The facilities are unsecured and are guaranteed by Total Produce plc and certain subsidiaries. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

Committed Notes

The Group has issued committed notes under two private placement facilities. The Group’s unsecured committed notes which fall due between 2021 and 2024 are comprised of amortizing fixed rate debt issued in 2013 that is maturing in 2021 and 2022 and amortizing fixed rate debt issued in 2017 and maturing in 2021 to 2024. At December 31, 2020 the total unamortized principle on these notes was STG £3,000,000 and $44,000,000, respectively. The facilities are unsecured and are guaranteed by Total Produce plc and certain subsidiaries. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

Uncommitted Note Facility

Bank Overdrafts

The Group and its subsidiaries have a number of bank overdraft facilities which are primarily used to fund season working capital requirements. The total of these facilities at December 31, 2020 was $141,100,000 with $129,857,000 available. The facilities contain covenants customary for unsecured facilities of this type including financial covenants on maximum leverage and minimum interest cover.

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Maturities of Debt Financing


Fiscal Year	Maturity of debt financings
	(U.S. Dollars in thousands)
2021	$	30,344
2022		164,550
2023		127,722
2024		14,863
2025		—
Thereafter		—

Total bank borrowings include borrowings of $6,289,000 (2019: $3,838,000) secured on property, plant and equipment.

Interest on borrowings expensed in each of the three years ended December 31, 2020 is disclosed in note 7.

No interest on borrowings incurred on construction of property, plant and equipment requiring capitalization arose during the three years ended December 31, 2020.

21. Leases

As of the first day of our 2019 fiscal year beginning December 29, 2018, we adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to be recognized on the balance sheet using the modified retrospective approach. Prior year consolidated financial statements were not adjusted under the new standard and, therefore, those amounts are not presented below.

We elected the package of transition provisions available for expired or existing contracts, which allowed us to carry forward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs.

A lease is defined as a contract that conveys the right to use an asset for a period of time in exchange for consideration. We lease property, plant, equipment & motor vehicles under finance and operating leases. We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. We do not separate lease and non-lease components of contracts.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

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The lease term consists of the non-cancellable period of the lease and the periods covered by options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Our lease agreements do not contain any residual value guarantees.

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2020 and 2019:

Classification on the
balance sheet

December 31
2020

December 31
2019

(U.S. Dollars in thousands)

Assets

Operating lease assets

Operating lease right-of-use
assets

140,212

128,961

Finance Lease assets

Property, plant and
equipment, net

10,980

2,063

Total lease assets

151,192

131,024

Liabilities

Current

Operating

Current maturities of
operating leases

21,910

22,250

Finance

Current maturities of debt
and finance leases

1,647

525

Noncurrent

Operating

Operating leases, less
current maturities

122,225

110,736

Finance

Long-term debt and finance
leases, less current
maturities

7,705

1,166

Total lease liabilities

153,487

134,677

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	December 31, 2020			December 31, 2019
Weighted-average remaining lease term (in years)
Operating leases		11.03			12.25
Finance leases		3.89			2.69
Weighted-average discount rate
Operating leases		2.37	%		2.40	%
Finance leases		2.41	%		1.89	%

We adopted ASC 842 with effect from January 1, 2019. Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. ASC 842 requires a lessee to classify a lease as either a finance or operating lease. Both will result in the recognition of a right of use asset and a lease liability on the balance sheet. Interest and amortization expense are recognized for finance leases while only a single lease expense is recognized for operating leases, typically on a straight-line basis.

Lessor accounting remains similar to previous accounting policies.

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended December 31, 2020 and 2019:


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands)
Interest on Finance lease liability	$	114	$	56
Depreciation on Finance lease assets		1,192		716
Operating lease costs		27,289		24,341
Short-term lease cost		1,433		1,747

Total lease cost	$	30,028	$	26,861

Supplemental Cash Flow Information


	December 31, 2020		December 31 2019
	(U.S. Dollars in thousands)
Cash paid for amounts included in the measurement of the lease liability
Operating cash flows for operating leases	$	29,397	$	22,308
Financing cash flows for finance leases		2,844		990

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Undiscounted Cash Flows

The following tables reconcile the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheets as of December 31, 2020:


	Operating Leases			Finance Leases
	(U.S. Dollars in thousands)
2021	$	26,573		$	1,826
2022		23,214			1,354
2023		20,644			1,147
2024		18,979			1,008
2025		14,826			4,812
Thereafter		62,283			—

Total lease payments		166,519			10,147
Less: Imputed interest		(22,279	)		(590	)

Total lease liabilities	$	144,240		$	9,557

Related party lease transactions

The Group in the ordinary course of business entered into a number of lease agreements with related parties. During the periods presented, the Group as lessee, entered into the following transactions with such parties.


	Classification on the balance sheet		December 31 2020		December 31 2019
			(U.S. Dollars in thousands)
Liabilities
Current
Operating		Current maturities of operating leases	$	1,993	$	2,437
Finance		Current maturities of debt and finance leases		135		121
Noncurrent
Operating		Operating leases, less current maturities		14,202		15,661
Finance		Long-term debt and finance leases, less current maturities		427		514

Total related party lease liabilities			$	16,757	$	18,733

Leases as a Lessor

We are the lessor in respect of various properties under both cancellable and non-cancellable operating leases. In 2020, $2,708,000 (2019: $2,270,000, 2018: $2,304,000) was recognized as rental income in the statement of operations.

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22. Employee Benefit Plans

The Group operates a number of defined contribution and defined benefit pension plans. The schemes are set up under trusts and the assets of the plans are therefore held separately from those of the Group.

Defined Contribution Plans

The charge in the statement of operations in respect of the Group’s defined contribution plans was $10,586,000 (2019: $10,071,000 and 2018: $9,824,000).

Defined Benefit Plans

We operate six funded defined benefit pension plans for certain employees of the Group. Two of these plans are based in Ireland, two are based in the United Kingdom, and two smaller schemes in each of the Netherlands and Canada. The pension benefits payable on retirement in the UK, Ireland and Canada are determined based on years of service and the levels of salary. The scheme in the Netherlands provides pension benefits based on career average salary.

The plans in Ireland have been closed to new entrants since 2009 and salaries for defined benefit purposes have been capped with any salary increases above the cap pensionable on a defined contribution basis. In 2017, the Group initiated an Enhanced Transfer Value (‘ETV’) program whereby an offer was made to all active and deferred members of the Irish defined benefit pension plans (the “Irish Plans”) to transfer their accumulated accrued benefits from the Irish Plans, eliminating future accrual of benefits in the Irish Plans and receive a transfer value above the statutory minimum amount. This program has reduced the volatility of the Irish Plans going forward. Both of the UK schemes are also closed to new entrants and to new accruals. The schemes in the Netherlands and North America are also closed to new entrants.

With respect to the UK plans, on October 26, 2018, the UK High Court ruled (in a landmark case relating to the Lloyds Banking Group’s pension schemes) that pension benefits must be equalized in respect of Guaranteed Minimum Pensions (GMPs) accrued between May 17, 1990 and April 5, 1997. The impact of this ruling on the UK plans was treated as a plan amendment.

Defined benefit pension schemes represent a significant commitment of the Group’s resources and they are exposed to the volatility of market conditions. The values of pension assets are exposed to worldwide conditions in equity and bond markets. The underlying calculation of pension plan liabilities are subject to changes in discount rates, inflation rates and the longevity of plan members. The cost of defined benefit schemes and in particular the method used to value liabilities in the current historically low interest rate environment has resulted in significant volatility and cost to the Group. In addition, the cost of operating defined benefit pension plans has increased due to more stringent funding rules and increased regulations.

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Obligations and funded status

The following tables sets forth a reconciliation of defined benefit obligations, plan assets and funded status for our defined benefit pension plans as of December 31, 2020 and December 31, 2019 (U.S. Dollars in thousands):


	Ireland			UK			Netherlands			Canada			Total
	(U.S. Dollars in thousands)
Benefit obligation at December 31, 2018	$	(90,275	)	$	(99,165	)	$	(14,458	)	$	(1,777	)	$	(205,675	)
Service cost		(1,101	)		—			(435	)		—			(1,536	)
Interest cost		(1,822	)		(2,916	)		(306	)		(73	)		(5,117	)
Employee contributions		(76	)		—			(64	)		—			(140	)
Benefits paid		2,657			2,416			91			161			5,325
Actuarial gains/losses		(8,184	)		(7,876	)		(2,715	)		(28	)		(18,803	)
Currency		1,774			(3,768	)		276			(83	)		(1,801	)

Benefit obligation at December 31, 2019		(97,027	)		(111,309	)		(17,611	)		(1,800	)		(227,747	)
Service cost		(1,310	)		—			(548	)		—			(1,858	)
Interest cost		(1,359	)		(2,122	)		(258	)		(69	)		(3,808	)
Employee contributions		(67	)		—			(63	)		—			(130	)
Plan Amendments		—			(279	)		—			—			(279	)
Benefits paid		2,958			2,615			99			163			5,835
Actuarial gains/losses		(4,420	)		(16,264	)		(1,297	)		(26	)		(22,007	)
Currency		(9,402	)		(5,080	)		(1,807	)		(37	)		(16,326	)

Benefit obligation at December 31, 2020		(110,627	)		(132,439	)		(21,485	)		(1,769	)		(266,320	)
Fair value of plan assets at December 31, 2018		88,243			90,195			13,186			1,529			193,153
Actual return on plan assets		5,931			11,935			2,639			79			20,584
Employer contributions		3,502			1,431			504			—			5,437
Employee contributions		76			—			64			—			140
Benefits paid		(2,657	)		(2,416	)		(91	)		(161	)		(5,325	)
Currency		(1,740	)		3,531			(252	)		74			1,613

Fair value of plan assets at December 31, 2019		93,355			104,676			16,050			1,521			215,602
Actual return on plan assets		2,663			12,114			1,492			56			16,325
Employer contributions		2,070			1,226			526			—			3,822
Employee contributions		67			—			63			—			130
Benefits paid		(2,958	)		(2,615	)		(99	)		(163	)		(5,835	)
Currency		8,874			4,462			1,655			26			15,017

Fair value of plan assets at December 31, 2020	$	104,071		$	119,863		$	19,687		$	1,440		$	245,061

Net pension liability/(asset) recognized at December 31, 2019		(3,672	)		(6,633	)		(1,561	)		(279	)		(12,145	)
Net pension liability/(asset) recognized at December 31, 2020		(6,556	)		(12,576	)		(1,798	)		(329	)		(21,259	)

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We recognized these amounts on our consolidated balance sheets as follows (US Dollars in thousands):


	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Amounts recognized in the Consolidated Balance Sheets
Defined benefit plan liability—current	$	(5,787	)	$	(5,511	)
Employee benefits—noncurrent
Defined benefit plan liability, net—noncurrent		(15,472	)		(6,633	)
Other employee benefits—noncurrent		(8,135	)		(6,627	)
Employee benefits—noncurrent, total		(23,607	)		(13,260	)
Amount recognized in the Consolidated Balance Sheets		(29,394	)		(18,871	)

Amounts recognized in the Accumulated Other Comprehensive Income
Net actuarial losses		(64,591	)		(53,797	)
Net prior service (cost) credit		8,952			9,758

Total amount recognized in Accumulated Other Comprehensive Income	$	(55,639	)	$	(44,039	)

Actuarial Assumptions

We used the following weighted average assumptions to determine our projected benefit obligations under the pension plans:


	Ireland				United Kingdom				Netherlands				Canada
	December 31,				December 31,				December 31,				December 31,
	2020		2019		2020		2019		2020		2019		2020		2019
Rate of increase in salaries		0.00%- 2.00%		0.00%- 2.00%		2.5%		2.5%		0.00%- 2.00%		0.00%- 2.00%		n/a		n/a
Rate of increase in pensions		0.65%- 1.30%		0.70%- 1.40%		1.9%- 2.8%		1.9%- 2.65%		0%		0%		2.00%		2.00%
Inflation rate		1.30%		1.40%		2.9%		2.7%		1.3%		1.40%		2.00%		2.00%
Discount rate		1.08%		1.40%		1.4%		2.0%		1.08%		1.40%		4.20%		4.20%

Components of Net Pension Cost

Net periodic pension cost consisted of the following (US Dollars in thousands):


	Year ended December 31, 2020
	Ireland			UK			Netherlands			Canada			Total
	(U.S. Dollars in thousands)
Current service cost	$	(1,310	)		—		$	(548	)		—		$	(1,858	)
Interest cost		(1,359	)		(2,122	)		(258	)		(69	)		(3,808	)
Expected return on plan assets		3,028			3,954			235			58			7,275
Amortization of unrecognized actuarial gains / losses		(1,404	)		(545	)		(132	)		—			(2,081	)
Amortization of net past service costs		749			(87	)		123			—			785

Net pension cost	$	(296	)	$	1,200		$	(580	)	$	(11	)	$	313

F-80


	Year ended December 31, 2019
	Ireland			UK			Netherlands			Canada			Total
	(U.S. Dollars in thousands)
Current service cost	$	(1,101	)	$	—		$	(435	)	$	—		$	(1,536	)
Interest cost		(1,822	)		(2,916	)		(306	)		(73	)		(5,117	)
Expected return on plan assets		2,444			4,002			282			63			6,791
Amortization of unrecognized actuarial gains / losses		(1,206	)		(693	)		(139	)		—			(2,038	)
Amortization of net past service costs		735			(73	)		121			—			783

Net pension cost	$	(950	)	$	320		$	(477	)	$	(10	)	$	(1,117	)


	Year ended December 31, 2018
	Ireland			UK			Netherlands			Canada			Total
	(U.S. Dollars in thousands)
Current service cost	$	(1,391	)	$	—		$	(548	)	$	—		$	(1,939	)
Interest cost		(1,900	)		(2,893	)		(302	)		(77	)		(5,172	)
Expected return on plan assets		3,203			4,450			273			66			7,992
Amortization of unrecognized actuarial losses		(1,580	)		(1,069	)		(164	)		—			(2,813	)
Amortization of prior service costs		775			(77	)		127			—			825

Net pension cost	$	(893	)	$	411		$	(614	)	$	(11	)	$	(1,107	)

We present all non-service cost components of net pension cost within other expense/(income) in our consolidated statements of operations.

Net Pension Costs Actuarial Assumptions

We used the following weighted average assumptions to determine our net periodic pension cost for the years ended:


	Ireland						United Kingdom						Netherlands						Canada
	For the year ended December 31,						For the year ended December 31,						For the year ended December 31,						For the year ended December 31,
	2020		2019		2018		2020		2019		2018		2020		2019		2018		2020		2019		2018
Rate of increase in salaries		0.00%- 2.00%		0.00%- 2.00%		0.00%- 2.00%		2.50%		2.50%		2.50%		0.00%- 2.00%		0.00%- 2.00%		0.00%- 2.00%		n/a		n/a		n/a
Rate of increase in pensions		0.70%- 1.40%		0.80%- 1.60%		0.85%- 1.70%		1.90%- 2.65%		2.50%- 3.20%		2.50%- 3.20%		0.00%		0.00%		0.00%		2.00%		2.00%		2.00%
Inflation rate		1.40%		1.60%		1.70%		2.70%		3.20%		3.20%		1.40%		1.60%		1.70%		2.00%		2.00%		2.00%
Discount rate		1.40%		2.10%		2.00%		2.00%		2.90%- 3.00%		2.50%- 2.60%		1.40%		2.10%		2.00%		4.20%		4.20%		4.20%

F-81

Plan Assets

Our weighted average asset allocations were:


	Ireland				UK				Netherlands				North America				Total		Total
	2020		2019		2020		2019		2020		2019		2020		2019		2020		2019
Equity securities	$	22,612	$	20,013	$	35,237	$	40,769	$	—	$	—	$	—	$	—	$	57,849	$	60,782
Fixed-income securities		49,109		43,564		65,043		53,187		—		—		1,147		1,212		115,299		97,963
Real estate investment funds		14,953		14,138		3,478		2,724		—		—		240		253		18,671		17,115
Other		8,718		7,929		4,748		7,787		—		—		—		—		13,466		15,716
Insurance contracts		—		—		—		—		19,687		16,050		—		—		19,687		16,050
Cash and cash equivalents		8,679		7,711		11,357		209		—		—		53		56		20,089		7,976

Total	$	104,071	$	93,355	$	119,863	$	104,676	$	19,687	$	16,050	$	1,440	$	1,521	$	245,061	$	215,602

The fair value of pension plan assets at December 31, 2020 was determined using the following fair value measurements:


Asset category	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(U.S. Dollars in thousands)
Equity securities	$	57,849	$	57,849	$	—	$	—
Fixed-income securities		115,299		—		115,299		—
Other		13,466		13,466		—		—
Insurance contracts		19,687		—		19,687		—
Cash and cash equivalents		20,089		20,089		—		—

Fair value excluding investments measured at net asset value		226,390		91,404		134,986		—
Investments measured at net asset value		18,671

Total plan assets at fair value	$	245,061

F-82

The fair value of pension plan assets at December 31, 2019 was determined using the following fair value measurements (USD in thousands):


Asset category	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(U.S. Dollars in thousands)
Equity securities	$	60,782	$	60,782	$	—	$	—
Fixed-income securities		97,963		—		97,963		—
Other		15,716		15,716		—		—
Insurance contracts		16,050		—		16,050		—
Cash and cash equivalents		7,976		7,976		—		—

Fair value excluding investments measured at net asset value		198,487		84,474		114,013		—
Investments measured at net asset value		17,115

Total plan assets at fair value	$	215,602

Employer Contributions

In 2020, we contributed $3,822,000 to our pension plans. We estimate that 2021 pension contributions will be approximately $4,000,000. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual pension asset performance or interest rates, or other factors.

Future Benefit Payments

The estimated future benefit payments from our pension plans at December 31, 2020 were:


(U.S. Dollars in thousands)
2021	$	6,191
2022		6,299
2023		6,412
2024		6,642
2025		6,693
2026-2030		37,215

23. Derivative Financial Instruments

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None of our derivatives have been entered into hedge accounting relationships during the years ended December 31, 2020 and December 31, 2019.

All derivatives have been entered into for economic hedging purposes. No derivatives have been transacted for trading or speculative purposes.

The following table presents the balance sheet location and fair value of the derivative instruments (in thousands):


	Fair Value Measurements at December 31, 2020
	Other receivables		Accrued Liabilities
	(U.S. Dollars in thousands)
Foreign currency exchange contracts held at fair value through profit and loss	$	—	$	1,424


	Fair Value Measurements at December 31, 2019
	Other receivables		Accrued Liabilities
	(U.S. Dollars in thousands)
Foreign currency exchange contracts held at fair value through profit and loss		94		342

Derivative amounts recorded in the statement of operations was as follows:


	Classification in Statements of Operation	Year ended December 31 2020			Year ended December 31 2019		Year ended December 31 2018
		(U.S. Dollars in thousands)
Foreign currency exchange contracts not in hedge relationships	Other income /(expense), net	$	(682	)	$	116	$	496

Derivative instruments are disclosed on a gross basis.

Hedges of a Net Investment in a Foreign Operation

The Group uses foreign currency borrowings to hedge the net investment in foreign entities. The carrying value of borrowings, which are designated as net investment hedges at the year end, amounts to $65,357,000 (2019: $85,606,000). The gains or losses on the effective portions of such borrowings are recognized in other comprehensive income. A gain of $3,168,000 was included in other comprehensive income in the year ended December 31, 2020, a loss of $1,422,000 was included in other comprehensive income in the period ended December 31, 2019 and a gain of $374,000 was included in other comprehensive income in the period ended December 31, 2018. Ineffective portions of the gains and losses on such borrowings are recognized in the statement of operations although no ineffectiveness has been recognized in the current or prior period. Gains and losses accumulated in other comprehensive income are included in the statement of operations on the disposal of a foreign entity.

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24. Fair Value Measurements

Fair Value of Financial Instruments

Set out below are the major methods and assumptions used in estimating the fair values of the financial assets and liabilities disclosed in the consolidated financial statements.

Other investments

Other investments are measured at fair value which is based on quoted market prices where available.

Cash and cash equivalents, including short-term bank deposits

The carrying amount reported in the consolidated financial statements for these items approximates fair value due to their liquid nature and are classified as Level 1.

Trade receivables and other receivables, net

The carrying value reported in the consolidated financial statements for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.

Accounts payable and accrued liabilities

Derivative financial instruments

Interest-bearing loans and borrowings

Contingent consideration

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As of December 31, 2020, and 2019, the Group recognized and measured the following financial instruments at fair value:


	As of December 31, 2020
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(U.S. Dollars in thousand)
Assets measured at fair value
At fair value through profit or loss
Other investments	$	406		$	—	$	—		$	406
Foreign exchange contracts		—			—		—			—
Foreign exchange contracts		—			—		—			—
Liabilities measured at fair value
At fair value through profit or loss
Foreign exchange contracts		(1,424	)		—		(1,424	)		—
Contingent consideration		(10,698	)		—		—			(10,698	)
Assets measured at fair value
At fair value through profit or loss
Other investments		5,663			5,108		—			555
Foreign exchange contracts		94			—		94			—
Liabilities measured at fair value
At fair value through profit or loss
Foreign exchange contracts		(342	)		—		(342	)		—
Contingent consideration		(16,667	)		—		—			(16,667	)

25. Commitments And Contingencies

Capital commitments

We have authorized capital expenditure of $38,250,000 (2019: $17,421,000) at the reporting date. Capital expenditure contracted for at December 31, 2020 amounted to $2,919,000.

Subsidiaries

The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended December 31, 2020 including guarantees under Section 357 of the Irish Companies Act, 2014.

Guarantees

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies or equity accounted affiliates within the Group, the Company considers these to be insurance arrangements and accounts for them as such. The Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. The following are details of contracts made by the Company at December 31, 2020 to guarantee the indebtedness of other companies or equity accounted affiliates within the Group:

I. The Company has guaranteed bank borrowings of subsidiaries in the amount of $328,945,000 (2019: $352,125,000).

F-86

II. The Company has guaranteed bank borrowings of $4,653,000 (2019: $4,806,000) within investments accounted for under the equity method.

III. The Company has given guarantees in respect of other trading obligations arising in the ordinary course of business of $254,000 (2019: $439,000).

In addition to the Company guarantees above, certain Group subsidiaries have given guarantees totaling $ 10,581,000 (2019: $ 8,778,000) in respect of other trading obligations arising in the ordinary course of business and guarantees totaling $7,631,000 (2019: $6,536,000) in respect of bank borrowings within investments accounted for under the equity method.

Contingencies

From time to time, the Group is involved in claims and legal actions, which arise in the normal course of business. Based on information currently available to the Group, and legal advice, the Group believes such litigation will not, individually or in aggregate, have a material adverse effect on the consolidated financial statements and that the Group is adequately positioned to deal with the outcome of any such litigation.

26. Related Party Transactions

The Group has a related party relationship with its equity accounted investees. Transactions with the Group’s equity accounted investees are set out below.

Related party transactions with equity accounted investees


	2020 Revenue		2020 Purchases		2019 Revenue		2019 Purchases		2018 Revenue		2018 Purchases
	(U.S. Dollars in thousands)
Dole	$	8,900	$	49,000	$	4,600	$	21,600	$	—	$	—
Other equity accounted investees		104,490		64,204		100,800		101,130		98,848		132,363

The amounts due from and to equity accounted affiliates at year end are disclosed, in aggregate, in notes 15 and 16 for Dole and other equity accounted investees, respectively.

Leasing transactions with related parties are disclosed in Note 21.

Other related party transactions—Balmoral

Balmoral International Land Holdings plc (“Balmoral”) is a related party to Total Produce because the Chair of the Board of Total Produce is also the Chair of the Board of Balmoral.

In the years ended December 31, 2020, 2019 and 2018, a subsidiary of the Group leased a number of buildings, was in receipt of property management services and provided IT management services to Balmoral. The total net expense for the years ended December 31, 2018, December 31, 2019 and December 31, 2020 were $1,526,000, $1,447,000 and $1,430,000, respectively.

F-87

Up to August 1, 2018, the Group provided key management services to Balmoral. During 2018, the Group received income from Balmoral of $215,000. Income related to expenses recharged by the Group to Balmoral and related to costs incurred by the Group on behalf of Balmoral, including recharges in respect of administration expenses and a portion of the employment costs of the Chairman.

In 2019, a joint venture of Total Produce disposed of assets to a wholly-owned subsidiary of Balmoral. The total consideration for the transaction (inclusive of deferred and contingent consideration) was $7,542,000.

27. Shareholders’ Equity

At December 31, 2020, the authorized share capital was €10,000,000 ($12,265,000) divided into 1,000,000,000 ordinary shares of 1 cent (euro) each. The issued share capital at that date was 410,724,962 ordinary shares (2019: 410,524,962 ordinary shares). During the year, the Group received consideration of $152,000 (2019: $75,000) from the issue of 200,000 (2019:100,000) shares that were issued to satisfy the exercise of 200,000 (2019:100,000) share options.

At December 31, 2020, the Company held 22,000,000 (2019: 22,000,000) treasury shares in the Company. All rights (including voting and dividend rights) in respect of these treasury shares are suspended until these shares are reissued. The following shows a summary of activity during the years ended December 31, 2020 and 2019 in respect of our ordinary shares. (U.S. Dollars and share data in thousands):


	December 31, 2020				December 31, 2019
	Ordinary Shares		Ordinary Shares $		Ordinary Shares			Ordinary Shares $
In issue at beginning of year		410,525		4,863		410,429			4,862
Shares repurchased by the Company				—		(4	)		—
Shares issued on exercise of share options		200		2		100			1

In issue at end of year		410,725		4,865		410,525			4,863

Capital management

The Board regularly reviews and monitors our capital structure with a view to maintaining a strong capital base in order to sustain market confidence in the business. This involves considering dividends paid to shareholders, the amount of liquid assets on the balance sheet and return on capital. We operate a share option scheme and an employee profit sharing scheme, which allows employees to use part of their profit sharing awards to acquire shares in the Company.

The Group has the authority to purchase its own shares. This authority permits the Group to buy up to 10% of the issued share capital at a price which may not exceed 105% of the average price over the previous five trading days. On January 27, 2016, we completed a €20,000,000 share buy-back program that commenced on the October 9, 2015, with a total of 14,017,270 ordinary shares repurchased at a total cost of €20,361,000 ($22,200,000) including associated costs. The repurchased ordinary shares were cancelled. The share buy-back program was earnings accretive.

In November 2010, the Group also exercised this authority and completed a share buy-back of 22,000,000 shares at a cost of €8,580,000 ($11,721,000), plus costs of €107,000 ($150,000). These shares are held as treasury shares unless reissued or cancelled.

F-88

Dividends paid and proposed

The following is a summary of the dividends declared and paid for the years ended December 31, 2020 and 2019 (U.S. Dollars in thousands, except where indicated):


	December 31, 2020		December 31, 2019
	(U.S. Dollars in thousands, except per share amounts)
Dividends paid during the year
Final dividend for the year ended December 31, 2019: €0.0258/share (2018: €0.0251/share)	$	11,875	$	11,003
Interim dividend for the year ended December 31, 2020: nil (2018: €0.0091/share)		—		3,916

Total	$	11,875	$	14,919

On January 29, 2021, we paid an interim dividend for 2020 of €0.9129 per ordinary share, or $4,307,000 with respect to the financial year ended December 31, 2020.

We have proposed a final dividend for 2020 of €0.0277 per ordinary share to be paid to ordinary shareholders to be paid in May 2021. These proposed dividends have not been recognized as a liability in the consolidated balance sheet because they have not been approved. The final dividend is subject to approval by our shareholders at our 2021 Annual General Meeting.

28. Noncontrolling Interest

For some of our subsidiaries, we own a controlling equity stake, and a third party or key member of the business’ management team owns a minority portion of the equity. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests’ proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity.

The following table presents the changes in redeemable noncontrolling interest for each of the years ended December 31, 2020 and 2019.


	For the years ended December 31,
	2020			2019
	(U.S. Dollars in thousands)
Balance at January 1	$	30,891		$	47,475
Impact of adoption of ASC 842		—			(183	)
Share of net income/(loss)		4,500			4,868
Share of items recognized in other comprehensive income		(1,190	)		836

Share of comprehensive income		3,310			5,704
Dividends paid to redeemable noncontrolling interest holders		(6,444	)		(7,763	)
Redeemable noncontrolling interest transferred to noncontrolling interest		—			(18,457	)
Acquired redeemable noncontrolling interest		(4,331	)		—
Accretion to redemption value recognized in additional paid in capital		7,606			3,163
Foreign currency translation		(715	)		952

Balance at December 31	$	30,317		$	30,891

F-89

29. Variable Interest Entities

We consolidate all Variable Interest Entities (“VIEs”) for which we have determined that we are the Primary Beneficiary (“PB”) under ASC 810. We use judgement when determining (i) whether an entity is a VIE; (ii) who are the variable interest holders; (iii) the elements and degree of control that each variable interest holder has; and (iv) ultimately which party is the PB.

We have one material VIE, Dole in which we are not the PB and do not consolidate its results and instead account for our investment using the equity method of accounting, as described in note 15.

A second VIE, El Parque, a fresh produce business, is accounted for under the equity method of accounting. Its registered office is Los Acantos 1320, Vitacura, Santiago, Chile. On December 16, 2016, we acquired 50.005% of the series A shares and 50.08% of the series B shares in El Parque. Remaining shares of series A and series B are held by IDI and 3 individual investors, respectively. Only series A shares have all voting right. The El Parque board of directors comprises two members, one from each TP and IDI. Therefore, voting interest and economic interest are not proportionate because we have majority ownership but not majority representation on the board.

We and IDI both have equal equity participation (Series A) and management representation on the board of El Parque. Further all the significant activities of the business are managed by the unanimous consent of the board and there are no tiebreaker votes. We do not therefore meet the power criteria required in order to be considered the PB under the VIE model nor do we hold a controlling financial interest in El Parque.

We consolidate the results of one VIE as we are the PB, being our 50% shareholding in EurobananCanarias S.A.’(“EBC”) a Canary Islands fruit produce business. Its registered office is Avda. de Anaga N°11, 38001, Santa Cruz de Tenerife. Through our involvement in EBC since its incorporation in 1993, we have an economic interest of 50% and a power to appoint its managing director. The managing director influences all decisions related to operations, and our economic interest is not equal to voting interest (decision making right for all relevant activities). Accordingly, the conditions of a primary beneficiary are met, and we consolidate EBC under the VIE model. We have not provided any financial or other support to EBC during the periods presented in these consolidated financial statements.

El Parque – equity accounted VIE

During the year ended December 31, 2020, we did not provide any financial support to El Parque, a non-consolidated VIE. The following table presents our maximum exposure to loss in our El Parque, as of December 31, 2020 and 2019:


	December 31 2020		December 31 2019
	(U.S. Dollars in thousands)
Carrying value of equity investment in El Parque	$	7,893	$	9,310

Maximum exposure to loss	$	7,893	$	9,310

The maximum exposure to loss represents the amount that would be absorbed by us in the event that all of our assets held in the VIE had no value. We have not provided any guarantees in respect of debt issued by El Parque.

F-90

EBC – consolidated VIE

The following is the summarized financial information for EBC reflected in our consolidated financial statements as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020.


	For the year ended
	December 31, 2020			December 31, 2019			December 31, 2018
	(US Dollars in thousands)
Revenue	$	489,743		$	461,893		$	474,074
Gross Profit		38,817			35,943			36,072
Selling, general and administrative expenses		(21,130	)		(19,984	)		(19,603	)
Interest (expense)/income, net		(147	)		(144	)		40

Income/(loss) before income taxes		17,540			15,815			16,509
Income tax expense		(4,202	)		(3,814	)		(3,989	)
Equity in net earnings of investments accounted for under the equity method		2,180			1,113			1,393

Net Income		15,518			13,114			13,913
Less: Net income attributable to noncontrolling interest		(3,755	)		(2,761	)		(2,657	)

Net income attributable to EBC equity holders	$	11,763		$	10,353		$	11,256


	December 31, 2020		December 31, 2019
Current assets	$	111,339	$	103,497
Non-current assets		55,226		53,718
Current liabilities		68,150		67,142
Non-current liabilities		14,525		12,590
Non-controlling interest		15,476		14,941

30. Contingent Consideration

Total contingent consideration amounts to $10,698,000 (2019: $16,667,000) and represents provision for the net present value of the amounts expected to be payable in respect of acquisitions which are subject to earn-out arrangements. The following tables present the activity in contingent consideration for each of the years ended December 31, 2020 and 2019.


	For the year ended
	December 31, 2020			December 31, 2019
	(U.S. Dollars in thousands)
Balance at beginning of year	$	16,667		$	28,060
Paid during year		(7,729	)		(12,405	)
Fair value movements charged / (credited) to statement of operations		519			(228	)
Arising on acquisition of subsidiaries		139			1,632
Arising on disposal of subsidiaries		—			(211	)
Arising on investment in joint ventures		291			—
Arising on acquisition of non-controlling interests		228			—
Foreign exchange movements		583			(181	)

Balance at end of year		10,698			16,667

Current		5,786			8,862
Non-current		4,912			7,805

Balance at end of year	$	10,698		$	16,667

F-91

See note 24 for fair value disclosures on the measurement of contingent consideration at December 31, 2020 and 2019.

31. Subsequent Events

The 2020 interim dividend of 0.9129 euro cent per share was paid after year end on January 29, 2021. The total dividend amounted to €3,549,000 ($4,307,000).

On February 17, 2021, the Group and Dole Food Company, Inc (“Dole”). and affiliates of Castle & Cooke, Inc. (the “C&C shareholders”), which own a 55% interest in Dole’s parent company (“Dole Holdings”) (together, the “Parties”), announced that they entered into a binding transaction agreement (the “Agreement”) to combine under a newly created, U.S.-listed company (“Dole plc”) (the “Transaction”). The Group has secured a committed debt facility with a term of 5 years to backstop and refinance certain existing Total Produce facilities in advance of the completion of the Transaction. In the event that the Transaction does not complete this committed financing shall remain in place in Total Produce.

On March 26, 2021, Total Produce entered into a credit agreement, which provides for a $500 million multi-currency senior secured Revolving Credit Facility, which is available to Total Produce and its co-borrowers.

Following strong demand from bank lenders, Total Produce and the initial arranges of the facilities intend to amend the financing structure by increasing the Revolving Credit Facility to $600 million, introducing a new $300 million U.S. Dollar senior secured term loan facility (“Term Loan A”) to be provided by commercial banks, which would reduce the Term Loan B commitments to $540 million.

Upon the completion of the Transaction, the Revolving Credit Facility will be available to Dole plc and certain of its subsidiaries, and the Term Loan B will be available to Total Produce USA Holdings Inc. Proceeds of the Term Loans will be used to refinance the existing Total Produce and Dole Food Company debt facilities, with the exception of the Dole vessel financing and certain other Group bilateral facilities which will remain post completion of the Transaction. The Revolving Credit Facility and both Term Loans will be syndicated.

The Revolving Credit Facility and the Term Loans are expected to provide long-term sustainable capitalization following the completion of the Transaction, lowering the combined company’s average cost of capital and creating a stronger balance sheet.

On April 22, 2021, the Group announced that the Board had resolved to pay a final dividend of 2.770 cent per share for the year ending December 31, 2020. This dividend will be paid on May 28, 2021 to shareholders on the Register of Members at the close of business on April 30, 2021. The ex-dividend date will be April 29, 2021 with a currency election date of May 5, 2021, 12.00 noon GMT.

F-92

DFC HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Revenues, net	$	1,232,675		$	1,207,991
Cost of sales		(1,096,241	)		(1,104,571	)

Gross profit		136,434			103,420
Selling, marketing and general and administrative expenses		(64,522	)		(50,119	)
Merger, transaction and other related costs		(387	)		––
Gain on asset sales		3,582			864

Operating income		75,107			54,165
Other income (expense), net		5,014			(2,883	)
Interest income		691			1,079
Interest expense		(16,631	)		(26,922	)

Income from continuing operations before income taxes and equity earnings		64,181			25,439
Income tax expense		(20,775	)		(10,499	)
Earnings from equity method investments		252			6

Income from continuing operations, net of income taxes		43,658			14,946
Loss from discontinued operations, net of income taxes		––			(43	)

Net income		43,658			14,903
Less: Net income attributable to noncontrolling interests		(740	)		(721	)

Net income attributable to DFC Holdings, LLC	$	42,918		$	14,182

See Notes to Unaudited Condensed Consolidated Financial Statements

F-93

DFC HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Net income	$	43,658		$	14,903
Other comprehensive income (loss):
Net unrealized gain on derivatives, net of income tax of $(703) and $1,697		10,472			7,606
Foreign currency translation adjustment		(7,404	)		(15,702	)

Total other comprehensive income (loss)		3,068			(8,096	)

Comprehensive income		46,726			6,807

Less: Comprehensive income attributable to noncontrolling interests		(740	)		(721	)

Comprehensive income attributable to DFC Holdings, LLC.	$	45,986		$	6,086

See Notes to Unaudited Condensed Consolidated Financial Statements

F-94

DFC HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2021			December 31, 2020
	(In thousands)
ASSETS
Cash and cash equivalents	$	48,623		$	66,795
Short-term investments		5,487			6,246
Trade receivables, net of allowances of $20,409 and $19,425, respectively		408,670			382,417
Grower advance receivables, net of allowances of $3,374 and $3,395, respectively		60,937			51,308
Other receivables, net of allowances of $11,665 and $9,619, respectively		96,671			84,564
Inventories, net of allowances of $2,061 and $3,162, respectively		248,690			220,363
Prepaid expenses		30,213			30,236
Other current assets		14,119			13,574
Assets held-for-sale		8,655			255

Total current assets		922,065			855,758
Long-term investments		23,593			25,048
Investments in unconsolidated affiliates		25,823			25,588
Actively marketed property		47,081			47,081
Property, plant and equipment, net of accumulated depreciation of $583,586 and $580,419, respectively		1,110,704			1,125,638
Operating lease right-of-use assets		223,932			232,067
Goodwill		329,823			329,823
Intangible assets, net of accumulated amortization of $77 and $68, respectively		254,371			254,393
Other assets, net		63,035			61,117

Total assets	$	3,000,427		$	2,956,513

LIABILITIES AND EQUITY
Accounts payable	$	248,043		$	253,309
Income taxes payable		19,794			12,863
Accrued liabilities		406,484			412,577
Current maturities of operating leases		50,252			53,250
Notes payable and current portion of long-term debt, net		82,547			75,504

Total current liabilities		807,120			807,503
Long-term debt, net		1,235,877			1,230,552
Operating leases, less current maturities		175,189			175,970
Deferred income tax liabilities		80,187			75,322
Other long-term liabilities		265,232			276,824

Total liabilities	$	2,563,605		$	2,566,171

Members’ equity:
Class A units, 550 units issued and outstanding as of March 31, 2021 and December 31, 2020		—			—
Class B units, 450 units issued and outstanding as of March 31, 2021 and December 31, 2020		—			—
Additional paid-in capital		870,398			869,951
Note receivable from affiliate		(25,263	)		(25,005	)
Accumulated deficit		(320,335	)		(363,253	)
Accumulated other comprehensive loss		(97,016	)		(100,084	)

Total equity attributable to DFC Holdings, LLC.		427,784			381,609
Equity attributable to noncontrolling interests		9,038			8,733

Total equity		436,822			390,342

Total liabilities and equity	$	3,000,427		$	2,956,513

See Notes to Unaudited Condensed Consolidated Financial Statements

F-95

DFC HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Operating Activities
Net income	$	43,658		$	14,903
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,738			23,066
Non-cash lease expense		13,188			9,192
Net unrealized (gain) loss on financial instruments		(7,188	)		12,266
Asset write-offs and net gain on sale of assets		3,657			(834	)
(Earnings) loss from equity method investments		(252	)		(6	)
Amortization of debt discounts and debt issuance costs		957			878
(Provision) benefit for deferred income taxes		1,663			(613	)
Pension and other postretirement benefit plan expense		1,806			1,735
Gain on insurance proceeds received for damage to property		(9,880	)		—
Changes in operating assets and liabilities:
Receivables, net of allowances		(49,701	)		(10,140	)
Inventories		(33,926	)		(5,096	)
Prepaid expenses and other assets		(2,475	)		(9,514	)
Income taxes		7,109			3,641
Accounts payable		(4,246	)		(7,109	)
Accrued and other long-term liabilities		16,810			(30,361	)
Operating lease liabilities		(8,319	)		(9,936	)

Cash flow (used in) operating activities		(4,401	)		(7,928	)
Investing Activities
Sales of assets		4,251			453
Capital expenditures		(40,713	)		(17,106	)
Insurance proceeds received for damage to property		9,880			—

Cash flow (used in) investing activities		(26,582	)		(16,653	)
Financing Activities
Short-term debt borrowings and overdrafts		17,791			28,500
Repayments on short-term borrowings and overdrafts		—			(13,541	)
Long-term debt borrowings		152,111			328,030
Long-term debt repayments		(155,995	)		(307,625	)
Payment of debt issuance costs		—			—
Distributions paid to noncontrolling interests		(435	)		(429	)
Repayment of notes issued to affiliate		189			—

Cash flow provided by financing activities		13,661			34,935

Effect of foreign currency exchange rate changes on cash		(850	)		(1,667	)

Increase (decrease) in cash and cash equivalents		(18,172	)		8,687
Cash and cash equivalents at beginning of period		66,795			64,914

Cash and cash equivalents at end of period	$	48,623		$	73,601

Supplemental cash flow information:
Income tax payments, net of refunds	$	11,637		$	5,802
Interest payments on borrowings		12,245			13,993
Non-cash Investing and Financing Activities:
Accrued property, plant and equipment		5,407			13,901

See Notes to Unaudited Condensed Consolidated Financial Statements

F-96

DFC HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

(Unaudited)


					Equity Attributable to DFC Holdings, LLC
													Accumulated Other Comprehensive Loss
	Class A Units		Class B Units		Additional Paid-In Capital		Note Receivable from Affiliate			Accumulated Deficit			Derivative Instruments			Pension & Other Postretirement Benefits			Cumulative Translation Adjustment			Equity Attributable to Noncontrolling Interests			Total Equity
	(In thousands, except units)
Balance at December 28, 2019		550		450	$	868,528	$	(25,308	)	$	(405,961	)	$	—		$	(47,353	)	$	(62,844	)	$	8,536		$	335,598
Net income		—		—		—		—			14,182			—			—			—			721			14,903
Interest receivable from affiliate		—		—		231		(231	)		—			—			—			—			—			—
Distributions		—		—		—		—			—			—			—			—			(429	)		(429	)
Net unrealized gain on derivatives, net of income tax of $1,697		—		—		—		—			—			7,606			—			—			—			7,606
Foreign currency translation adjustment		—		—		—		—			—			—			—			(15,702	)		—			(15,702	)

Balance at March 31, 2020		550		450	$	868,759	$	(25,539	)	$	(391,779	)	$	7,606		$	(47,353	)	$	(78,546	)	$	8,828		$	341,976

Balance at December 31, 2020		550		450	$	869,951	$	(25,005	)	$	(363,253	)	$	(8,417	)	$	(54,398	)	$	(37,269	)	$	8,733		$	390,342
Net income		—		—		—		—			42,918			—			—			—			740			43,658
Interest receivable from affiliate		—		—		447		(258	)		—			—			—			—			—			189
Distributions		—		—		—		—			—			—			—			—			(435	)		(435	)
Net unrealized gain on derivatives, net of income tax of $(703)		—		—		—		—			—			10,472			—			—			—			10,472
Foreign currency translation adjustment		—		—		—		—			—			—			—			(7,404	)		—			(7,404	)

Balance at March 31, 2021		550		450	$	870,398	$	(25,263	)	$	(320,335	)	$	2,055		$	(54,398	)	$	(44,673	)	$	9,038		$	436,822

See Notes to Unaudited Condensed Consolidated Financial Statements

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DFC HOLDINGS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—NATURE OF OPERATIONS

DFC Holdings, LLC is the sole owner of Dole Food Company, Inc. and its consolidated subsidiaries (collectively referred to herein as “Dole” or the “Company”). Dole is engaged in the worldwide sourcing, processing, distributing and marketing of high-quality fresh fruit and vegetables. Dole is one of the largest producers of bananas and pineapples and is an industry leader in packaged salads, fresh-packed vegetables and fresh berries.

Dole conducts operations throughout North America, Latin America, Europe, Asia, the Middle East and Africa (primarily in South Africa). As a result of its global operating and financing activities, Dole is exposed to certain risks, including changes in commodity and fuel costs, fluctuations in interest rates, fluctuations in foreign currency exchange rates, as well as other environmental and business risks in both sourcing and selling locations.

Dole’s principal products are produced on both Company-owned and leased land and are also acquired through associated producer and independent grower arrangements. Dole’s products are primarily packed and processed by Dole and sold to wholesale, retail and institutional customers and other food product companies.

DFC Holdings, LLC was established as a Delaware limited liability company (the “Parent”) on August 8, 2013. The limited liability company agreement was amended and restated on December 29, 2014. Until July 31, 2018, the Members of Dole were wholly owned through the Parent by David H. Murdock (“Mr. Murdock”). On February 1, 2018, Mr. Murdock, through his wholly owned subsidiaries, entered into a Securities Purchase Agreement (the “Agreement”) with a wholly owned subsidiary of Total Produce plc (“Total Produce”) to sell 45% of the Parent for $300.0 million (the “Transaction”). The Parent wholly owns the Company and has no independent assets or operations, apart from its investment in the Company and, on a consolidated basis, has the same assets, liabilities, total equity and earnings as the Company. The Transaction closed on July 31, 2018. On February 17, 2021, Dole, Total Produce and Mr. Murdock announced that they have entered into a binding transaction agreement (including all subsequent amendments, the “IPO Agreement”) to combine Dole and Total Produce under a newly created entity listed in the U.S. (“NewDole”) (the “IPO Transaction”). See Note 21 “Total Produce plc Transaction and IPO Agreement” for further information.

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. As of the date of this filing, Dole operations remain open and in production throughout the world. The Company cannot reasonably estimate the length or severity of this pandemic. The Company has experienced certain direct costs primarily related to personal protective equipment and transportation, and costs due to lower production capacity from a plant shutdown. However, the Company is not able to reasonably estimate the full extent to which the disruption may indirectly impact the Company’s consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal year 2021.

NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements herein are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. As such, the financial statements do not include all information and notes required for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements of Dole include all

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necessary adjustments, which are of a normal recurring nature, to present fairly Dole’s financial position, results of operations and cash flows.

Dole’s unaudited condensed consolidated financial statements include the accounts of majority owned subsidiaries over which Dole exercises control and entities that are not majority owned but require consolidation, because Dole has the ability to exercise control over operating and financial policies or has the power to direct the activities that most significantly impact the entities’ economic performance. Intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, the areas of customer and grower receivables, inventories, impairment of assets, useful lives of property, plant and equipment, intangible assets, marketing programs, income taxes, self-insurance reserves, retirement benefits, financial instruments and commitments and contingencies. Actual results could differ from these estimates and assumptions.

During February of 2021, the board of directors of the Company approved a change in the fiscal year-end from a 52/53 week year, ending on the Saturday closest to December 31, to a calendar year, ending on December 31. The change was made effective with fiscal year 2020 on a prospective basis. The Company’s previously stated first quarter of 2020 consisted of 12 weeks, starting on December 29, 2019 and ending on March 21, 2020. Dole’s financial statements for the first quarter 2020 included herein, starting on December 29, 2019 and ending on March 31, 2020, includes 10 additional days in comparison to the previously stated first quarter of 2020. The Company adjusted its results of operations for the change in quarter end date using a proration approach. The Company performed an analysis and concluded that the change in quarter end date did not have a material impact to Dole’s results of operation. Based on an increase in net cash inflows from financing activities of $21.8 million and an increase in net cash outflows from investing activities of $4.1 million during the 10-day period, total cash and cash equivalents increased $17.7 million. There were no other material changes to Dole’s financial condition or cash flows.

Interim results are subject to seasonal variations and are not necessarily indicative of the results of operations for a full year. Dole’s operations are sensitive to a number of factors, including weather-related phenomena and its effects on industry volumes, prices, product quality and costs. Operations are also sensitive to fluctuations in foreign currency exchange rates, as well as economic crises and security risks. Dole’s first quarter of 2021 consisted of 90 days ending on March 31, 2021, and the first quarter of 2020 included herein consisted of 94 days ending on March 31, 2020.

Summary of Significant Accounting Policies

Revenue Recognition: Revenue is recognized when a performance obligation is satisfied as control of a good or service is transferred to a customer in the amount expected to be entitled at transfer. For each customer contract, the performance obligations are identified, the transaction price is allocated to the individual performance obligations, and revenue is recognized when these performance obligations are fulfilled and control of the good or service is transferred to the customer. The transfer of control of a good or service to customers is based on written sales terms that allow customers right of return when the good or service does not meet certain quality factors.

Revenue consists primarily of product revenue which includes the selling of agricultural goods to third-party customers. Product revenue also includes surcharges for additional product services such as freight, cooling, warehousing, fuel, containerization, handling and palletization related to the transfer of products. The Company also has certain marketing contracts in which Dole is the principal, and the revenue and cost of sales is reported on a gross basis.

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Revenue also includes service revenue, which includes commissions with third-party growers, management fees and royalties for the use of Company brands and trademarks. Additionally, the Company maintains a commercial cargo business where revenue is earned by leasing a Company vessel, leasing available space within a Company vessel or providing handling and transportation services of containerized cargo on Company vessels. Net service revenues were less than 10% of total revenue for the quarters ended March 31, 2021 and March 31, 2020.

Revenue grouped by similar types of products was as follows:


	March 31, 2021		March 31, 2020
	(In thousands)
Fresh fruit	$	736,853	$	755,637
Value-added vegetables		258,914		233,741
Fresh-packed vegetables		68,778		74,951
Diversified fruit		167,348		143,662
Corporate		782		—

	$	1,232,675	$	1,207,991

Fresh fruit revenue includes the sale of bananas and pineapples which are sourced from local growers or Dole-owned or leased farms primarily located in Latin America, and sold throughout North America, Europe, Latin America and the Middle East. Value-added vegetables revenue includes the sale of packaged salad and meal kits, and fresh-packed vegetables includes the sale of fresh produce like iceberg, romaine and leaf lettuces and celery. These products are sourced from North America and substantially all the sales are generated in North America. Diversified fruit revenue includes the sale of fresh berries, deciduous fruit, and other fresh fruit whose growing and selling cycles are different than those of the Company’s bananas and pineapples. These products are sourced from North America, Latin America and South Africa and sold throughout North America, Europe, Latin America, the Middle East and Africa (primarily in South Africa).

Dole’s incremental costs of obtaining a contract have primarily consisted of sales commissions, and the Company elected the practical expedient to expense these costs for contracts that are less than one year. These costs are included in selling, marketing and general and administrative expenses in the condensed consolidated statements of operations. If these costs relate to contracts that are greater than one year, the incremental costs are capitalized as a contract asset and amortized over the period from which the contract is obtained until the performance obligations are met. Incremental costs of obtaining a contract have not historically been material to Dole, and Dole’s contracts are historically less than one year.

The Company treats shipping and handling costs that occur before the customer obtains control of the good as a fulfilment cost rather than a service performance obligation. Further, Dole elects the practical expedient to exclude sales and other taxes imposed by government authorities on revenue-producing transactions from the transaction price.

The period between Dole transferring a promised good or service to a customer and customer payment is expected to be less than one year and, as such, Dole elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.

Revenue is recorded net of any sales allowances, sales promotions and sales incentives. Sales allowances are calculated based on historical claims information. Dole offers sales promotions and sales incentives to its customers (resellers) and to its consumers. Sales promotions are temporary

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price reductions on third-party sales, and sales incentives include consumer coupons and discounts, volume and timing rebates and product placement fees. Estimated sales discounts are recorded in the period in which the related sale is recognized. Volume rebates are recognized in the period of sale as a reduction of revenue based on Dole’s estimate of sales volume over the terms of the arrangement. All other sales incentives are estimated using both historical trends and current volumes and assumptions. The Company also enters cooperative advertising arrangements in which Dole refunds a retailer for a portion of the costs incurred to advertise Dole’s products. The value of these arrangements is treated as a reduction of revenue, unless the arrangement results in a separate performance obligation for Dole, in which these amounts are recorded in selling, marketing and general and administrative expenses in the condensed consolidated statements of operations. Adjustments to estimates are made periodically as new information becomes available and actual sales volumes become known. Adjustments to these estimates have historically not been significant to Dole. See Note 6 “Trade Receivables and Grower Advances” for additional detail on allowances for sales deductions.

Cost of Sales: Cost of sales primarily consists of costs associated with the production or purchasing of inventory, packaging materials, labor, depreciation, overhead, transportation and other distribution costs. Cost of sales also includes recurring agricultural costs and shipping and handling costs, which are detailed below.

Agricultural Costs: Plant costs, including seeds, trees, vines and stems, and preproduction costs, including land preparation, pre-planting and planting costs, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples, in which the costs are expensed as incurred. Certain plant and preproduction costs are capitalized to property, plant and equipment, depending on the crop, and charged to cost of sales over the related useful life. All land development costs, including farm and soil improvements, are capitalized to property, plant and equipment. The useful lives for plant, preproduction and land development costs capitalized to property, plant and equipment are 2 to 25 years, based on historical yields, climate and weather conditions and likelihood of disease and pest interference. Recurring agricultural costs after the preproduction period, including ongoing pruning, fertilization, watering and farm labor, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples and bananas, in which the costs are expensed as incurred, due to the continuous nature of the costs incurred throughout the year.

Shipping and Handling Costs: Amounts billed to third-party customers for shipping and handling are included as a component of revenues. Shipping and handling costs incurred are included as a component of cost of sales and represent fulfillment costs incurred by Dole to ship products from the sourcing locations to the end customer and are not considered separate performance obligations.

Value-Added Taxes: Value-added taxes that are collected from customers and remitted to taxing authorities are excluded from revenues and cost of sales. Receivables related to value-added taxes are included within other receivables, net.

Marketing and Advertising Costs: Marketing and advertising costs, which include media, production and other promotional costs, are generally expensed in the period in which the marketing or advertising first takes place. Marketing and advertising costs, included in selling, marketing and general and administrative expenses in the condensed consolidated statements of operations, amounted to $1.9 million and $2.3 million for the quarters ended March 31, 2021 and March 31, 2020, respectively.

Research and Development Costs: Research and development costs are expensed as incurred and are included in cost of sales or selling, marketing and general and administrative expenses in the condensed consolidated statements of operations. Research and development costs amounted to $3.2 million and $2.0 million for the quarters ended March 31, 2021 and March 31, 2020, respectively.

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Income Taxes: Dole accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. Dole establishes additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In addition, once the recognition threshold for the tax position is met, only the portion of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority is recorded. The impact of provisions for uncertain tax positions, as well as the related net interest and penalties, are included in income taxes in the condensed consolidated statements of operations. State income taxes and withholding taxes, which would be due upon the repatriation of foreign subsidiary earnings, have not been provided where the undistributed earnings are considered indefinitely invested.

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments, primarily money market funds and time deposits, with original maturities of three months or less. Cash and cash equivalents also include restricted amounts which are de minimis and, therefore, not material to the financial statements.

Short-Term and Long-Term Investments: Short-term investments include the portion of the Rabbi Trust securities portfolio that approximates the short-term liability of the frozen non-qualified Supplemental Executive Retirement Plan (“SERP”) defined benefit plan and the total liability of the non-qualified deferred compensation Excess Savings Plan (“ESP”). Long-term investments include the portion of the Rabbi Trust securities portfolio that will be used to fund a portion of the long-term liability of the SERP plan. Securities are recorded at fair value with realized and unrealized holding gains and losses included in earnings. Dole estimates the fair value of its investments using prices provided by its custodian. See Note 16 “Fair Value Measurements” for fair value disclosures.

Trade Receivables: Trade receivables less allowances are recognized at net realizable value, which approximates fair value. Credit risk related to trade receivables is mitigated due to the large number of customers dispersed worldwide. To reduce credit risk, Dole performs periodic credit evaluations of its customers but does not generally require advance payments or collateral. Additionally, Dole periodically estimates expected credit losses for all outstanding trade receivables to determine if a related impairment loss and allowance should be recognized. Dole estimates its allowance for credit losses for trade receivables on a collective pool basis when the Company believes similar risk characteristics exist among customers. For Dole, similar risk characteristics may include geographic region, type of customer or market conditions, among other factors. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing customer credit monitoring, macroeconomic indicators and historical credit loss information of customers and geographic regions. One customer, a large nationwide retailer, accounted for approximately 12% and 10% of Dole’s revenue during the quarters ended March 31, 2021 and March 31, 2020, respectively. No other individual customer accounted for greater than 10% of Dole’s revenues for the quarters ended March 31, 2021 or March 31, 2020, nor accounted for greater than 10% of Dole’s accounts receivable as of March 31, 2021 or December 31, 2020. See Note 6 “Trade Receivables and Grower Advances” for additional detail on the Company’s allowance for credit losses.

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Grower Advances: Dole makes advances to third-party growers for various farming needs. Some of these advances are secured with crop harvests, property or other collateral owned by the growers. Dole monitors these receivables on a regular basis and periodically estimates expected credit losses for all outstanding grower advances to determine if a related impairment loss and allowance should be recognized. These expected credit losses are evaluated on a case-by-case basis and are based on historical credit loss information, among other quantitative and qualitative factors. Grower advances are stated at the gross advance amount less allowances for expected credit losses. Grower advances are disaggregated into short-term advances that mature in twelve months or less, which are included within grower advance receivables, net, and long-term advances that are included in other assets, net, within the condensed consolidated balance sheets. See Note 6 “Trade Receivables and Grower Advances” for additional detail on the allowance for credit losses of grower advances and the breakout of short-term and long-term advances.

Other Receivables: Other receivables consists primarily of miscellaneous notes receivable, hedging receivables and receivables from governmental institutions. These receivables are recorded at net realizable value. Allowances against receivables are established based on specific account data and factors such as Dole’s historical losses, current economic conditions, age of receivables, the value of any collateral and payment status compared to payment terms. Account balances are written off against the allowance if and when management determines the receivable is uncollectible.

Concentration of Credit Risk: Financial instruments that potentially subject Dole to a concentration of credit risk principally consist of cash equivalents, investments, derivative contracts and grower advances. As discussed above, credit risk related to trade receivables is mitigated through the Company’s large customer base and periodic credit valuations. Dole maintains its cash and investments with high quality financial institutions. The counterparties to Dole’s derivative contracts, which are discussed in greater detail below, are major financial institutions. Grower advances are principally with farming enterprises and are generally secured by the underlying crop harvests, property or other collateral owned by the growers.

Inventories: Inventories are valued at the lower of cost or net realizable value. Costs related to fresh fruit and fresh vegetables are determined on the first-in, first-out basis. Specific identification and average cost methods are also used primarily for certain packing materials and operating supplies. In the normal course of business, the Company incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. Generally, all recurring direct and indirect costs of growing crops for deciduous fruit, vegetables, citrus and fresh fruit other than bananas and pineapples are capitalized into inventory. These costs are recognized into cost of sales during each harvest period. See Note 8 “Details of Certain Assets and Liabilities” for additional detail on the disaggregation of inventories by inventory class.

Investments in Unconsolidated Affiliates: Investments in unconsolidated affiliates and joint ventures with ownership of 20% to 50% are recorded using the equity method, provided Dole has the ability to exercise significant influence. All other unconsolidated investments are accounted for using the cost method. As of March 31, 2021 and December 31, 2020, substantially all of Dole’s investments in unconsolidated affiliates and joint ventures have been accounted for under the equity method. See Note 20 “Investments in Unconsolidated Affiliates” for additional detail.

Dole evaluates its equity and cost method investments for impairment when facts and circumstances indicate that the carrying value of such investments may not be recoverable. Dole reviews several factors to determine whether the loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the investee and whether Dole has the intent to sell or will be required to sell before the investment’s anticipated recovery. If a decline in fair value is determined to be other than temporary, an impairment charge is

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recorded in earnings. Dole did not recognize any impairment charges for investments in unconsolidated affiliates for the quarters ended March 31, 2021 and March 31, 2020.

Property, Plant and Equipment: Property, plant and equipment is stated at cost plus asset retirement obligations, if any, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of these assets. Dole reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset group. Routine maintenance and repairs are expensed as incurred. Dole did not recognize any impairment charges for property, plant and equipment for the quarters ended March 31, 2021 and March 31, 2020. See Note 10 “Property, Plant and Equipment” for additional detail on the major classes of property, plant and equipment and the respective useful lives of the asset classes.

Dry-Docking Costs: Dole incurs costs for planned major maintenance activities related to its vessels during regularly scheduled dry dockings that occur approximately every 2 to 5 years, depending on the age of the vessel. Costs incurred during the dry-docking period, such as overhaul costs, are capitalized and amortized to the next overhaul. Costs incurred during the dry-docking period relating to routine repairs and maintenance are expensed as incurred and included in costs of sales.

Goodwill and Intangible Assets: Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Fair values for goodwill and intangible assets are determined based on discounted cash flows, market multiples or appraised values, as appropriate. Dole tests goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter of each fiscal year and when there is an indicator of impairment. Dole defines each of its three operating business segments as reporting units for purposes of evaluating goodwill for impairment: Fresh Fruit, Fresh Vegetables and Diversified.

Dole’s indefinite-lived intangible assets, primarily consisting of the DOLE brand trademark and trade name (“Dole brand”), are considered to have an indefinite life, because they are expected to generate cash flows indefinitely and, as such, are not amortized. Indefinite-lived intangible assets are reviewed for impairment annually on the first day of the fourth quarter of each fiscal year, or more frequently if certain impairment indicators arise. From time to time, Dole also develops local trade names and other definite-lived intangible assets that are recorded at fair value and amortized on a straight-line basis over 5 to 10 years. These definite-lived intangible assets have not historically been material to Dole.

During the quarters ended March 31, 2021 and March 31, 2020, Dole did not identify any triggering events or indicators of impairment that would require an impairment test. The Company is also monitoring for other long-term impacts of the COVID-19 pandemic, such as the impairment of goodwill, intangibles, or other long-lived assets. During the quarters ended March 31, 2021 and March 31, 2020, Dole did not identify any indicators of impairment as a result of the pandemic.

See Note 11 “Goodwill and Intangible Assets” for additional detail.

Foreign Currency Exchange: The functional currency of Dole is the U.S. dollar. For subsidiaries with transactions that are denominated in a currency other than the functional currency, the net foreign currency exchange transaction gains or losses resulting from the translation of monetary assets and liabilities to the functional currency are included in determining net income. Net foreign currency exchange gains or losses resulting from the translation of assets and liabilities of foreign subsidiaries

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whose functional currency is not the U.S. dollar are recorded as a part of the cumulative translation adjustment in members’ equity.

Derivative Financial Instruments: Dole also holds derivative instruments to hedge against foreign currency exchange, fuel costs and interest rates on long-term borrowings. Dole estimates the fair value of its derivatives, including any credit valuation adjustments, using market-based inputs. On December 29, 2019, the first day of the 2020 fiscal year, Dole adopted hedge accounting and designated qualifying cash flow hedges as hedging instruments. For these instruments, all realized gains and losses are included in earnings, and unrealized gains and losses are included in accumulated other comprehensive loss. For all other hedges not designated as hedging instruments, all realized and unrealized gains and losses are included in earnings. See Note 15 “Derivative Financial Instruments” for additional detail on derivative instruments.

Fair Value Hedges: The Company enters into fair value hedges to reduce the exposures in fair values of certain assets and liabilities against foreign currency exchange. Dole enters into foreign currency forward contracts to hedge the changes in fair value of intercompany loans denominated in a currency other than the U.S. dollar functional currency.

Cash Flow Hedges: The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows related to foreign currency exchange, fuel costs and interest rates on long-term borrowings. Dole enters into foreign currency exchange forward contracts and option contracts to hedge a portion of its forecasted revenue, cost of sales and operating expense. Dole incurs significant fuel costs transporting products from the sourcing locations to the end customer (reseller). To mitigate the price uncertainty of future purchases of bunker fuel, Dole enters into bunker fuel swap contracts. Additionally, in order to mitigate interest rate uncertainty on long-term debt, Dole enters into interest rate swap agreements.

Fair Value of Financial Instruments: Dole’s financial instruments primarily comprise cash and cash equivalents, short and long-term investments, short-term trade and grower receivables, trade payables, notes receivable and notes payable, as well as long-term grower receivables, finance lease obligations, asset-based loans, term loan facilities and notes. The carrying amounts of short-term instruments, excluding Dole’s short-term Rabbi Trust investments that are recorded at fair value, approximate fair value because of the instrument’s short maturity. The carrying amounts of long-term financial instruments, excluding Dole’s secured notes, term loans and long-term Rabbi Trust investments, approximate fair value, since the instruments bear interest at variable or fixed rates which approximate market rates. See Note 16 “Fair Value Measurements” for additional detail.

Dole also holds retirement plan assets which are measured at fair value. Dole estimates the fair value of its retirement plan assets based on quoted market prices, dependent on availability. In instances where quoted market prices are not readily available, the fair value of the investment securities is estimated based on pricing models using observable or unobservable inputs.

Dole’s leases are evaluated at inception or at any subsequent modification and, depending on the lease terms, are classified as either finance or operating leases. For leases with terms greater than one year, the Company recognizes a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of lease payments over the lease term. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Many of Dole’s

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leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. Dole’s lease agreements do not contain any residual value guarantees. The majority of Dole’s leases are classified as operating leases. Dole’s principal operating leases are for vessel containers that do not meet finance lease criteria, ports, land and warehouse facilities. Dole’s finance leases primarily consist of vessel containers and machinery and equipment that meet the finance lease criteria. Dole’s decision to exercise renewal options is primarily dependent on the level of business conducted at the location and the profitability of the renewal.

When available, the rate implicit in the lease is used to discount lease payments to present value; however, most of Dole’s leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. See Note 14 “Leases” for additional detail.

Guarantees: Dole makes guarantees as part of its normal business activities. These guarantees include guarantees of the indebtedness of some of its key fruit suppliers and other entities integral to Dole’s operations. Dole also issues bank guarantees as required by certain regulatory authorities, suppliers and other operating agreements, as well as to support the borrowings, leases and other obligations of its subsidiaries. The majority of Dole’s guarantees relate to guarantees of subsidiary obligations and are scoped out of the initial measurement and recognition accounting requirements related to guarantees.

Workers Compensation and Loss Reserves: Dole self-insures certain losses arising out of workers compensation claims. Dole establishes workers compensation accruals for its self-insured programs based upon reported claims in process and actuarial estimates for losses incurred but not reported. Loss reserves, including incurred but not reported reserves, are estimated using actuarial methods, and ultimate settlements may vary significantly from such estimates due to increased claims frequency or the severity of claims.

Assets Held-for-Sale, Actively Marketed Property: Dole reports a business or assets as held-for-sale when management has approved or received approval to sell the business or assets and is committed to a formal plan, the business or assets are available for immediate sale, the business or assets are being actively marketed, the sale is anticipated to occur during the ensuing year, and the other specified criteria for classification are met. In certain situations when timing of the sale of land is uncertain, Dole classifies such assets as actively marketed property. A business or assets classified as held-for-sale or land classified as actively marketed property are recorded at the lower of their carrying amount or estimated fair value less cost to sell. If the carrying amount exceeds the estimated fair value, a loss is recognized. Depreciation is not recorded on assets classified as held-for-sale or on land improvements associated with actively marketed property. Assets and liabilities related to a business classified as held-for-sale and actively marketed property are segregated in the condensed consolidated balance sheets, and major classes are separately disclosed in the notes to the condensed consolidated financial statements, commencing in the period in which the business or assets are classified as held-for-sale or actively marketed. See Note 9 “Assets Held-For-Sale and Actively Marketed Property” for additional detail.

Gain (Loss) on Asset Sales: Gain (loss) on asset sales primarily consists of gains and losses incurred through the disposal of assets held-for-sale and actively marketed property as discussed above. Other gains and losses include disposals of other property in the ordinary course of business and have not historically been significant.

Merger, Transaction and Other Related Costs: Dole records and separately states merger, transaction and other related costs to reflect non-recurring acquisition and merger-related activities. These costs were not significant for the quarters ended March 31, 2021 and March 31, 2020.

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Note Receivable from Affiliate: In circumstances where the terms are not equivalent to those that prevail in an arm’s-length transaction, Dole accounts for loans to members as a reduction of members’ equity, and these loans are classified separately within the condensed consolidated statement of members’ equity within note receivable from affiliate, as a direct reduction to total members’ equity. Interest on loans to members is recorded as an increase to additional paid-in capital and an increase to note receivable from affiliate, with payments decreasing note receivable from affiliate. Based on the nature of these equity transactions, cash movements related to these loans are considered financing activities within the condensed consolidated statements of cash flows.

NOTE 3—NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Adopted

ASU 2019-12, Income Taxes (Topic 740)

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU introduces new guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination, through which book goodwill was recognized or a separate transaction and provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax. The ASU also makes changes to the current guidance for making intraperiod allocations and determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, among other changes. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2020 and interim periods within those fiscal years. Dole adopted this new accounting guidance on January 1, 2021, the first day of Dole’s 2021 fiscal year. The adoption of this ASU did not have a material impact to the Company’s financial condition, results of operations, cash flows and related disclosures.

ASU 2020-01 Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)

In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323 and the guidance in Topic 815. This update affects how an entity accounts for an equity security under the measurement alternative or for a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2020 and interim periods within those fiscal years. Dole adopted this new accounting guidance on January 1, 2021, the first day of Dole’s 2021 fiscal year. The adoption of this ASU did not have a material impact to the Company’s financial condition, results of operations, cash flows and related disclosures.

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New Accounting Pronouncements Not Yet Adopted

ASU 2020-04—Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting

In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting. The amendments in this update provide optional expedients and exceptions related to accounting for transactions affected by reference rate reform. The amendments only apply if certain criteria are met. The amendments in this update apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

In addition, in January 2021, the FASB issued ASU 2021-01, Amendments to reference rate reform (Topic 848). The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of reference rate reform. Amendments in this update also capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. All amendments discussed above are elective and are effective upon issuance for all entities. Dole is assessing the effect of this accounting guidance on its consolidated financial statements and its method of adoption.

ASU 2020-10—Codification Improvements

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in this update seek to clarify guidance being applied in an inconsistent manner; however, amendments are not expected to result in a significant change in practice. The amendments in this update are effective for public entities in annual periods beginning after December 15, 2020. Dole is assessing the effect of this accounting guidance on its consolidated financial statements and its method of adoption.

NOTE 4—OTHER INCOME (EXPENSE), NET

Included in other income (expense), net, in Dole’s condensed consolidated statements of operations were the following items:


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Unrealized gain on foreign intercompany borrowings	$	5,859		$	7,368
Unrealized (loss) on fair value hedge derivative instruments		—			(7,997	)
Unrealized (loss) on non-designated cash flow hedge derivative instruments		—			(656	)
Realized (loss) on non-designated cash flow hedge derivative instruments		—			(1,191	)
Gain (loss) on investments		(525	)		43
Non-service components of net periodic pension benefit costs		(1,069	)		(1,010	)
Other		749			560

Other income (expense), net	$	5,014		$	(2,883	)

NOTE 5—CHARGES FOR RESTRUCTURING

2018 Restructuring

During the second quarter of 2018, Dole committed to a worldwide restructuring and reorganization. Major initiatives included reducing headcount costs and exiting certain business lines

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and activities, as well as optimizing marketing spend. In connection with the plan, Dole has relocated certain corporate and administrative functions to North Carolina and Costa Rica, including the finance, information technology, legal and executive departments.

Dole did not incur any restructuring charges during the quarters ended March 31, 2021 and March 31, 2020. Dole has incurred cumulative restructuring charges of approximately $16.8 million through March 31, 2021 related to the 2018 restructuring plan. Of the $16.8 million incurred, $9.4 million relates to cumulative severance charges.

A rollforward of Dole’s restructuring liabilities related to the 2018 restructuring, which are classified in accrued liabilities in the condensed consolidated balance sheets, was as follows:


	Severance and Other Employee- Related Costs			Lease Abandonment Costs and Other		Total
	(In thousands)
Balance as of December 31, 2020	$	1,201		$	80	$	1,281
Net cash payments		(5	)		—		(5	)

Balance as of March 31, 2021	$	1,196		$	80	$	1,276

Dole does not expect to incur further material restructuring costs in connection with this restructuring plan.

2017 Restructuring

In the third quarter of 2017, Dole committed to a restructuring plan for its U.S. berries operations to ensure alignment with its growth objectives. As part of this plan, Dole closed its berry farms in the U.S. and reduced its workforce. Dole will continue to sell berries that will be sourced from Mexico and South America.

Dole did not incur any restructuring charges for the quarters ended March 31, 2021 and March 31, 2020. Dole incurred cumulative restructuring costs of $25.8 million through March 31, 2021 related to the 2017 restructuring plan. Of the $25.8 million incurred, $2.2 million relates to cumulative severance charges.

A rollforward of Dole’s restructuring liabilities related to the 2017 restructuring, which are classified in accrued liabilities in the condensed consolidated balance sheets, was as follows:


	Lease Abandonment Costs and Other		Total
	(In thousands)
Balance as of December 31, 2020	$	1,006	$	1,006
Net cash receipts		116		116

Balance as of March 31, 2021	$	1,122	$	1,122

Dole does not expect to incur further material restructuring costs in connection with this restructuring plan.

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NOTE 6—TRADE RECEIVABLES AND GROWER ADVANCES

Trade Receivables

Trade receivables as of March 31, 2021 and December 31, 2020 were $408.7 million and $382.4 million, net of allowances of $20.4 million and $19.4 million, respectively. The allowance for trade receivables consists of two components: 1) allowance for credit losses of $19.4 million and $18.4 million as of March 31, 2021 and December 31, 2020, respectively; and 2) allowance for sales deductions of $1.0 million as of March 31, 2021 and December 31, 2020. Allowances for sales deductions are accounted for under the scope of ASC 606, Revenue Recognition, and have not historically been material.

As a result of Dole’s robust credit monitoring practices, the industry in which it operates and the nature of its customer base, the credit losses associated with trade receivables have been historically insignificant in comparison to annual net sales. The allowance for credit losses on trade receivables is measured on a collective pool basis, when the Company believes similar risk characteristics exist among customers. For Dole, similar risk characteristics may include geographic region, type of customer or market conditions, among other factors. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing monitoring of customer credit, macroeconomic indicators and historical credit losses based on customer and geographic region.

A rollforward of the allowance for credit losses for trade receivables was as follows:


	Amount
	(In thousands)
Balance as of December 31, 2020	$	18,380
Provision for uncollectible accounts		2,133
Deductions to allowance related to write-offs		(234	)
Recoveries of amounts previously reserved		(614	)
Reclassifications and other		(265	)

Balance as of March 31, 2021	$	19,400

Grower Advances

The Company makes both cash advances and material advances to third-party growers for various production needs on the farms, including labor, fertilization, irrigation, pruning and harvesting costs. Some of these advances are secured with property or other collateral owned by the growers.

Grower advances are categorized as either working capital advances or term advances. Working capital advances are made during a normal growing cycle for operating costs and for other subsistence allowances to the farmers. These advances are short-term in nature and are intended to be repaid with excess cash proceeds from the current crop harvest. Short-term grower loans and advances, whether secured or unsecured, are classified as grower advance receivables, net, in the condensed consolidated balance sheets.

Term advances are made to allow the grower to make capital improvements to the land or prepare it for development. These advances are long-term in nature and may or may not bear interest. Accrued interest on these arrangements has not historically been significant to the financial statements. These advances usually do not have defined repayment terms but are payable over the term of the supply agreement with excess cash proceeds from the crop harvest, after payment of any outstanding working capital advances. The term of the supply agreement is generally five to ten years. Term advances are classified as other assets, net, in the condensed consolidated balance sheets.

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The following table summarizes the short-term and long-term portions of grower advances as of March 31, 2021 and December 31, 2020:


	March 31, 2021						December 31, 2020
	Short-Term			Long-Term			Short-Term			Long-Term
	(In thousands)
Gross advances to growers and suppliers	$	64,311		$	9,701		$	54,703		$	6,489
Allowance for advances to growers and suppliers		(3,374	)		(528	)		(3,395	)		(519	)

Net advances to growers and suppliers	$	60,937		$	9,173		$	51,308		$	5,970

Dole monitors the collectability of grower advances through periodic review of financial information received from growers. The allowance for credit losses for grower advances is monitored by management on a case-by-case basis considering historical credit loss information for the grower, the timing of the growing season and expected yields, the fair value of the collateral, macroeconomic indicators, weather conditions and other miscellaneous contributing factors. Dole generally considers an advance to a grower to be past due when the advance is not fully recovered by the excess cash proceeds on the current year crop harvest, or the advance is not repaid by the excess cash proceeds by the end of the supply term agreement. Of the $70.1 million and $57.3 million of net advances to growers and suppliers as of March 31, 2021 and December 31, 2020, respectively, $7.6 million and $6.2 million, respectively, were considered past due, and are substantially all secured.

The following table details the advances to growers and suppliers, including the related allowance based on their credit risk profile:


	March 31, 2021			December 31, 2020
	(In thousands)
Gross Secured Advances	$	36,615		$	33,717
Allowances for Secured Advances		(1,038	)		(1,150	)
Gross Unsecured Advances		37,397			27,475
Allowances for Unsecured Advances		(2,864	)		(2,764	)

Net advances to growers and suppliers	$	70,110		$	57,278

NOTE 7—INCOME TAXES

For the quarter ended March 31, 2021, Dole recorded income tax expense of $20.8 million on $64.2 million of pretax income from continuing operations. For the quarter ended March 31, 2020, Dole recorded income tax expense of $10.5 million on $25.4 million of pretax income from continuing operations. Dole’s effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in its various U.S. and foreign jurisdictions. For the quarter ended March 31, 2021, the Company’s income tax expense differed from the U.S. federal statutory rate applied to pretax income primarily due to the Global Intangible Low-Taxed Income (“GILTI”) and Sec. 163(j) interest expense limitation provisions of the 2017 Tax Cuts and Jobs Act (“Tax Act”), the write-off of a deferred tax asset related to goodwill, and by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate. For the quarter ended March 31, 2020, Dole’s income tax expense differed from the U.S. federal statutory rate applied to pretax income primarily due to the GILTI and Sec. 163(j) interest expense limitation provisions of the Tax Act, an increase in liabilities for uncertain tax positions, and by operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate.

Dole is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. This could result in a higher or

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lower effective tax rate during a particular quarter based upon the mix and timing of actual earnings versus annual projections.

Dole recognizes accrued interest and penalties related to its unrecognized tax benefits as a component of income taxes in the condensed consolidated statements of operations. Dole recognized income tax expense related to accrued interest and penalties of $0.3 million and $0.6 million for the quarters ended March 31, 2021 and March 31, 2020 respectively. Accrued interest and penalties before tax benefits were $9.2 million and $8.7 million as of March 31, 2021 and December 31, 2020, respectively. The balance of $9.2 million is included as a component of other long-term liabilities in the condensed consolidated balance sheets.

DFC Holdings, LLC or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, Dole is no longer subject to income tax examinations by tax authorities for years prior to 2014.

Income Tax Audits: Dole believes its tax positions comply with the applicable tax laws and that it has adequately provided for all tax related matters. Matters raised upon audit may involve substantial amounts and could result in material cash payments if resolved unfavorably. Management considers it unlikely that the resolution of these matters will have a material adverse effect on Dole’s results of operations.

NOTE 8—DETAILS OF CERTAIN ASSETS AND LIABILITIES

Inventories


	March 31, 2021		December 31, 2020
	(In thousands)
Inventories:
Finished products	$	115,738	$	88,959
Raw materials and work in progress		89,040		72,193
Crop growing costs		22,286		36,665
Agricultural and other operating supplies		21,626		22,546

	$	248,690	$	220,363

Physical goods that have completed production and are held-for-sale in the ordinary course of business are classified as finished products. Inventories classified as raw materials represent goods that will be consumed in production, such as fresh fruit or vegetables to be modified from their original form and those awaiting packaging, as well as items such as consumer packing, labels and pallets. Goods that are in the course of production are classified as work in progress. Inventories classified as crop growing costs include costs incurred up to the time crops are produced in commercial quantities. In addition, agricultural and other operating supplies that are consumed indirectly in production are also capitalized into inventory, such as ripening agents, fertilizer and fuel.

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Accrued Liabilities


	March 31, 2021		December 31, 2020
	(In thousands)
Accrued liabilities:
Environmental and insurance reserves	$	987	$	1,064
Employee-related costs and benefits		103,832		118,127
Amounts due to growers		115,929		117,645
Sales, marketing and advertising		36,234		34,240
Shipping related costs		55,748		73,385
Materials and supplies		26,297		13,644
Accrued interest		8,062		2,599
Deferred income		2,367		1,078
Other taxes		8,563		6,730
Foreign currency forward contracts		—		12,048
Interest rate swap contracts		8,421		—
Miscellaneous other accrued liabilities		40,044		32,017

	$	406,484	$	412,577

Miscellaneous other accrued liabilities primarily include liabilities related to accrued litigation reserves and legal costs and accruals recorded based on timing. See Note 17 “Commitments and Contingencies” for additional detail on the Company’s legal activity.

Other Long-Term Liabilities


	March 31, 2021		December 31, 2020
	(In thousands)
Other long-term liabilities:
Accrued postretirement and other employee benefits	$	151,834	$	153,916
Income taxes payable		45,831		45,831
Liability for unrecognized tax benefits		56,957		56,465
Miscellaneous other long-term liabilities		10,610		20,612

	$	265,232	$	276,824

Miscellaneous other long-term liabilities primarily include liabilities related to accrued litigation reserves and legal costs. See Note 17 “Commitments and Contingencies” for additional detail on the Company’s legal activity.

NOTE 9—ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY

Dole continuously reviews its assets in order to identify those assets that do not meet Dole’s future strategic direction or internal economic return criteria. As a result of this review, Dole has identified and is in the process of selling certain assets which are classified as either held-for-sale or actively marketed property. The assets that have been identified are available for sale in their present condition and an active program is underway to sell the properties. Dole is actively marketing these properties at a price that is in excess of book value, but the timing of sale is uncertain.

Assets held-for-sale

As of December 31, 2020, assets held-for-sale consisted of two North America properties with a net book value of $0.3 million. During the quarter ended March 31, 2021, Dole approved and committed to sell four vessels and transferred related assets with a net book value of $8.4 million to assets

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held-for-sale. There were no liabilities held-for-sale as of March 31, 2021 and December 31, 2020. During the quarter ended March 31, 2020, there was no activity that impacted assets or liabilities held-for-sale.

A rollforward of assets held-for-sale in the condensed consolidated balance sheets was as follows:


.	Amount
	(In thousands)
Balance as of December 31, 2020	$	255
Additions related to vessels		8,400

Balance as of March 31, 2021	$	8,655

The major classes of assets included in assets held-for-sale in the condensed consolidated balance sheets were as follows:


	March 31, 2021		December 31, 2020
	(In thousands)
Property, plant and equipment, net	$	8,655	$	255

	$	8,655	$	255

Actively Marketed Property

As of March 31, 2021 and December 31, 2020, actively marketed property consisted of approximately 5,051 acres of Hawaii land, with a net book value of $47.1 million. During the quarter ended March 31, 2021, there was no activity that impacted actively marketed property. During the quarter ended March 31, 2020, the Company reclassified $3.0 million of actively marketed property to land and land improvements within property, plant and equipment, net, related to land in Latin America with a net book value of $0.2 million and real estate in Latin America of the former fresh cut flowers division with a net book value of $2.8 million, as Dole concluded that it was not probable that the property would be sold within the next year.

NOTE 10—PROPERTY, PLANT AND EQUIPMENT

Major classes of property, plant and equipment were as follows:


	March 31, 2021			December 31, 2020
	(In thousands)
Land and land improvements	$	484,437		$	480,291
Buildings and leasehold improvements		303,794			300,832
Machinery and equipment		382,291			379,613
Computer software		26,355			26,588
Vessels and containers		310,416			289,708
Machinery and equipment and vessel containers under finance leases		64,653			64,844
Construction in progress		122,344			164,181

		1,694,290			1,706,057
Accumulated depreciation		(583,586	)		(580,419	)

	$	1,110,704		$	1,125,638

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Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:


		Years
Land improvements		2 to 35
Buildings and leasehold improvements*		2 to 50
Machinery and equipment		1 to 35
Computer software		1 to 10
Vessels and containers		5 to 21
Machinery and equipment and vessel containers under finance leases		Shorter of useful life or life of lease

*	Leasehold improvements are depreciated using the shorter of the useful life or life of the lease.

Depreciation expense on property, plant and equipment totaled $22.7 million and $23.1 million for the quarters ended March 31, 2021 and March 31, 2020, respectively. Interest expense capitalized into property, plant and equipment was not material for the quarters ended March 31, 2021 and March 31, 2020.

NOTE 11—GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill was $329.8 million as of March 31, 2021 and December 31, 2020.

Details of Dole’s intangible assets as of March 31, 2021 were as follows:


	Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
			(In thousands)
Dole brand name		—	$	250,000	$	—		$	250,000
Water rights		—		4,233		—			4,233
Other		6 years		215		(77	)		138

			$	254,448	$	(77	)	$	254,371

Details of Dole’s intangible assets as of December 31, 2020 were as follows:


	Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
			(In thousands)
Dole brand name		—	$	250,000	$	—		$	250,000
Water rights		—		4,246		—			4,246
Other		6 years		215		(68	)		147

			$	254,461	$	(68	)	$	254,393

A rollforward of intangible assets, excluding goodwill, for the quarter ended March 31, 2021 was as follows:


	Amount
	(In thousands)
Balance as of December 31, 2020	$	254,393
Amortization		(9	)
Foreign exchange impact		(13	)

Balance as of March 31, 2021	$	254,371

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As of March 31, 2021, the estimated amortization expense associated with Dole’s intangible assets for each of the next five fiscal years was as follows:


	Amount
	(In thousands)
2021 (remainder of year)	$	28
2022		37
2023		37
2024		36
2025		—

Total	$	138

Dole evaluates goodwill and other indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that an impairment may exist. There was no impairment of goodwill or intangible assets recorded for the quarters ended March 31, 2021 and March 31, 2020.

NOTE 12—NOTES PAYABLE AND LONG-TERM DEBT

Notes payable and long-term debt consisted of the following:


	March 31, 2021			December 31, 2020
	(In thousands)
Secured debt:
ABL revolving credit facility	$	—		$	15,900
Term loan		860,938			866,875
Senior secured notes		300,000			300,000
Vessel financing loan facility		89,299			67,063
Other financing arrangements		29,844			29,355
Notes payable, at a weighted average interest rate of 1.9% as of March 31, 2021		15,000			—
Finance lease obligations, at a weighted average interest rate of 6.4% as of March 31, 2021 (5.6% as of December 31, 2020)		36,762			41,086

		1,331,843			1,320,279
Unamortized debt discounts and debt issuance costs		(13,419	)		(14,223	)

		1,318,424			1,306,056
Current maturities, net of unamortized debt discounts and debt issuance costs		(82,547	)		(75,504	)

Long-term debt, net	$	1,235,877		$	1,230,552

Term Loan, ABL Revolving Credit Facility and Senior Secured Notes

On April 6, 2017, Dole entered into a term loan credit agreement (the “term loan”) and an asset-based revolving credit agreement (the “ABL revolver”) with certain lenders (the term loan and the ABL revolver, together, the “credit facilities”). During March and April 2018, Dole obtained lender consent under each of these named agreements and the 2025 Notes (as defined below) to allow Total Produce to become a permitted debt holder.

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Commencing on September 30, 2017, principal payments of approximately $5.9 million are due annually during the first four years, and principal payments of approximately $11.9 million are due annually during the remainder of the term of the facility, with the remaining balance due on the maturity date of April 6, 2024. On April 3, 2018, the term loan interest rate was amended to bear interest at either (i) LIBOR plus 2.75% with a LIBOR floor of 1.00% or (ii) a base rate plus 1.75%. At March 31, 2021 and December 31, 2020, amounts outstanding under the term loan were $860.9 million and $866.9 million, respectively. As discussed in Note 15 “Derivative Financial Instruments”, during 2018, Dole entered into an interest rate swap to fix $300.0 million of the credit facilities’ variable rate debt to fixed rate debt.

The ABL revolver, under which the participating lenders committed to lend up to the lesser of the (i) amount of the borrowing base available thereunder and (ii) $175.0 million (“Total Revolving Commitment”), of which up to $50.0 million may be borrowed by Solvest, Ltd. and Dole Finance International, LLC, wholly owned subsidiaries of Dole. The annual interest rate on amounts drawn under the ABL revolver is, at Dole’s option, either (i) LIBOR plus 1.50% to 2.00% with a LIBOR floor of 0.00%, or (ii) a base rate plus 0.50% to 1.00%, in each case, based upon Dole’s average historical excess availability under the ABL revolver. All amounts outstanding under the ABL revolver are due on April 6, 2022. At March 31, 2021, the borrowing base was $150.6 million, which was the lower of the borrowing base or the Total Revolving Commitment. Dole did not have any borrowings under the ABL revolver at March 31, 2021. After taking into account approximately $16.9 million of outstanding letters of credit issued under the ABL revolver, Dole had $133.7 million available for cash borrowings. At December 31, 2020, Dole had $15.9 million of borrowings under the ABL revolver and $89.7 million available for cash borrowings.

Dole’s borrowings under the credit facilities are secured by substantially all of the U.S. assets of Dole and its material domestic subsidiaries. The borrowings of Solvest, Ltd. and Dole Finance International, LLC under the ABL revolver are secured by substantially all of the assets of Dole’s material Bermudan subsidiaries.

Additionally, on April 6, 2017, Dole completed the sale and issuance of $300.0 million aggregate principal amount of 7.25% Senior Secured Notes due June 15, 2025 (“2025 Notes”). The 2025 Notes were sold to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933 (“Securities Act”) and to persons outside the U.S. in compliance with Regulation S under the Securities Act, who are exempt from the registration requirements of the Securities Act. Interest is due semi-annually in arrears on June 15 and December 15 of each year. The 2025 Notes are secured by substantially all of the U.S. assets of Dole and its material U.S. subsidiaries and is junior to the security interest of the obligations under the credit facilities.

Vessel Financing Loan Facility

On December 11, 2015, Dole entered into secured loan facilities (“vessel facility”) of up to $111.0 million, in the aggregate, to finance a portion of the acquisition costs of three new vessels. The vessel facility consists of three tranches, each tied to a specific vessel, which allowed Dole to borrow up to 70%, or $37.0 million, of the contract cost of each vessel, collateralized by the completed vessel. Principal and interest payments are due annually in arrears for 48 consecutive installments. The vessel facility bears interest at a rate per annum equal to LIBOR plus 2.00% to 3.25% and will mature on May 18, 2028. At March 31, 2021 and December 31, 2020, Dole’s borrowings under the vessel facility were $64.8 million and $67.1 million, respectively.

On October 30, 2020, Dole entered into two secured loan agreements of $49.1 million, in the aggregate, to finance a portion of the acquisition costs of two new vessels, which were expected to be delivered in 2021. Each agreement was tied to a specific vessel which allowed Dole to borrow 60%, or $24.5 million, of the contract cost of each vessel, collateralized by the completed vessel. On

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January 14, 2021, the first loan agreement was funded for $24.5 million. Principal and interest payments are due semi-annually in arrears for 18 consecutive installments. Each vessel facility bears interest at a rate per annum equal to LIBOR plus 3.25% and will mature nine years from utilization. Refer to Note 22 “Subsequent Events” for further information on the funding of the second loan agreement.

Other Financing Arrangements

On June 23, 2016, Dole acquired approximately 1,000 gross hectares of farms in Chile for $36.0 million. In connection with the purchase, Dole entered into a secured long-term asset financing arrangement for $28.8 million to finance 80% of the farm purchase. The terms of the financing arrangement include a 5-year loan of $5.7 million due in July 2021 and a 10-year loan of $23.1 million due in June 2026. The 5-year loan bears interest at a rate per annum equal to LIBOR plus 2.60%, and the 10-year loan bears interest at a rate per annum equal to LIBOR plus 3.15%. Principal and interest payments are due semi-annually in arrears. The long-term financing arrangement is collateralized by the farms and related assets. At March 31, 2021 and December 31, 2020, Dole’s borrowings under this arrangement were $15.8 million and $17.3 million, respectively.

On July 1, 2016, Dole acquired approximately 837 gross hectares of pineapple farms in Costa Rica. In connection with the purchase, Dole entered into a secured long-term asset financing arrangement for up to $16.0 million to finance the farm purchase. The term of the financing arrangement includes a 10-year loan of $16.0 million due in July 2026. The 10-year loan bears interest at a rate per annum equal to LIBOR plus 5.00%, adjustable annually, with a floor rate of 5.50% per annum. Interest only payments were due monthly in arrears for the first two years. Effective August 1, 2018, principal and interest payments are due monthly in arrears. The long-term financing arrangement is collateralized by the farms and related assets. At March 31, 2021 and December 31, 2020, Dole’s borrowings under this arrangement were $11.6 million and $12.1 million, respectively.

On March 23, 2021, Dole entered into a secured loan agreement of $2.4 million to finance the acquisition of a new pear line in Argentina. Principal and interest payments under the agreement are due annually in arrears for five consecutive installments. The loan bears interest at a rate per annum of 4.31% and will mature on March 23, 2026.

Notes Payable

At March 31, 2021, there were $15.0 million of notes payable outstanding, with a weighted average interest rate of 1.9%, that primarily related to short-term credit facilities. At December 31, 2020, there were no notes payable outstanding.

Finance Lease Obligations

At March 31, 2021 and December 31, 2020, Dole’s finance lease obligations of $36.8 million and $41.1 million, respectively, primarily relate to machinery and equipment and vessel containers, which continue through 2032. See Note 14 “Leases” for additional detail on finance lease obligations including maturities.

Covenants and Restrictions

Provisions under the term loan and the ABL revolver include limitations on, among other things, indebtedness, investments, liens, loans to subsidiaries, employees and third parties, the issuance of guarantees and the payment of dividends.

In order for certain payments such as dividends or investments to be made, Dole must satisfy certain payment conditions which include: (i) availability under the ABL shall exceed the greater of

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(A) $20.0 million and (B) 15% of the Line Cap (as defined in the definitive documentation for the ABL revolver, but which is $150.6 million as of March 31, 2021), and (ii) Dole would be required to comply with a minimum fixed charge coverage ratio of 1:1, unless availability exceeds the greater of (A) $25.0 million and (B) 20% of Line Cap. In addition, if the availability under the ABL revolver were to fall below the greater of (i) $15.0 million and (ii) 10% of the lesser of the Total Revolving Commitment and the Borrowing Base (as defined in the credit agreement), then Dole would be required to comply with a minimum fixed charge coverage ratio covenant. At March 31, 2021 and December 31, 2020, Dole had sufficient availability, and the fixed charge coverage ratio covenant under the ABL revolver was not applicable.

The term loan requires Dole to maintain compliance with a maximum first lien net leverage ratio, which was initially set at 6.00 to 1.00 beginning in the third fiscal year 2017, with step-downs to (i) 5.75 to 1.00 for each fiscal quarter of the 2019 and 2020 fiscal years and (ii) 5.50 to 1.00 for each fiscal year thereafter. At March 31, 2021 and December 31, 2020, Dole was in compliance with all applicable covenants.

A breach of a covenant or other provision in any debt instrument governing Dole’s current or future indebtedness could result in a default under that instrument and, due to customary cross-default and cross-acceleration provisions, could result in a default under Dole’s other debt instruments. Upon the occurrence of an event of default under the credit facilities or other debt instruments, the lenders or holders of such debt could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If Dole were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under Dole’s indebtedness were to accelerate the payment of the indebtedness, Dole cannot give assurance that its assets would be sufficiently liquid to repay in full its outstanding indebtedness on an accelerated basis.

Debt Discounts and Debt Issuance Costs

Debt discounts, debt issuance costs and all other debt underwriting costs are reflected as a direct reduction to the debt liability to which they relate and are amortized into interest expense over the term of the underlying debt using the effective interest rate method.

The amortization expense related to Dole’s deferred debt discounts and debt issuance costs was recorded in the condensed consolidated statements of operations as follows:


	Quarter Ended
	March 31, 2021		March 31, 2020
	(In thousands)
Interest expense	$	957	$	878

Uncommitted Lines of Credit

In addition to amounts available under the revolving credit facility, Dole’s subsidiaries have uncommitted lines of credit of approximately $95.9 million at various local banks, of which $65.9 million was available at March 31, 2021. At December 31, 2020, there were uncommitted lines of credit of $67.1 million, of which $64.4 million was available for use. These lines of credit are used primarily for short-term borrowings or bank guarantees. Dole’s uncommitted lines of credit extend indefinitely but may be cancelled at any time by Dole or the banks, and, if cancelled, any outstanding amounts would be due on demand.

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Maturities of Notes Payable and Long-Term Debt

Stated maturities with respect to notes payable and long-term debt, including finance lease obligations, as of March 31, 2021 were as follows:


	Amount
	(In thousands)
2021 (remainder of year)	$	86,234
2022		53,383
2023		68,842
2024		758,026
2025		322,900
Thereafter		42,458

Total	$	1,331,843

NOTE 13—EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for Dole’s U.S. and international pension plans and OPRB plans were as follows:


	U.S. Pension Plans						International Pension Plans				OPRB Plans
	Quarter Ended March 31, 2021			Quarter Ended March 31, 2020			Quarter Ended March 31, 2021		Quarter Ended March 31, 2020		Quarter Ended March 31, 2021			Quarter Ended March 31, 2020
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	71		$	67		$	665	$	656	$	1		$	2
Interest cost		945			1,606			1,529		1,518		117			173
Expected return on plan assets		(2,599	)		(2,949	)		—		—		—			—
Amortization of:
Net loss		791			616			398		236		57			13
Prior service (benefit)		—			—			—		—		(203	)		(203	)
Other		—			—			34		—		—			—

Net periodic benefit costs	$	(792	)	$	(660	)	$	2,626	$	2,410	$	(28	)	$	(15	)

The Company classifies the non-service components of net periodic pension benefit costs within other income (expense), net, in the condensed consolidated statement of operations. See breakout of the costs below:


	Quarter Ended
	March 31, 2021			March 31, 2020
	(In thousands)
Non-Service Components of Net Periodic Pension Benefit Costs:
Interest cost	$	2,591		$	3,297
Expected return on plan assets		(2,599	)		(2,949	)
Amortization of net loss and prior service benefit		1,043			662
Other		34			—

	$	1,069		$	1,010

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NOTE 14—LEASES

The majority of Dole’s leases are classified as operating leases for vessel containers, ports, land and warehouse facilities. Finance leases are primarily for vessel containers and machinery and equipment that meet the finance lease criteria. The lease term consists of the non-cancellable period of the lease and the periods covered by options to extend or terminate the lease, when it is reasonably certain that the Company will exercise such options. Dole’s lease agreements do not contain any residual value guarantees.

Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, Dole uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, Dole must estimate the incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Lease Position

The following tables present the lease-related assets and liabilities recorded in the condensed consolidated balance sheets:


	Lease-related Assets as of March 31, 2021				Lease-related Assets as of December 31, 2020
	(In thousands)				(In thousands)
	Operating lease right-of-use assets		Property, plant & equipment, net		Operating lease right-of-use assets		Property, plant & equipment, net
Operating leases	$	223,932	$	—	$	232,067	$	—
Finance leases		—		33,772		—		37,355

	$	223,932	$	33,772	$	232,067	$	37,355


	Lease-related Liabilities as of March 31, 2021
	(In thousands)
	Current maturities of operating leases		Operating leases, less current maturities		Notes payable and current portion of long-term debt, net		Long-term debt, net
Operating leases	$	50,252	$	175,189	$	—	$	—
Finance leases		—		—		12,412		24,350

	$	50,252	$	175,189	$	12,412	$	24,350


	Lease-related Liabilities as of December 31, 2020
	(In thousands)
	Current maturities of operating leases		Operating leases, less current maturities		Notes payable and current portion of long-term debt, net		Long-term debt, net
Operating leases	$	53,250	$	175,970	$	—	$	—
Finance leases		—		—		14,424		26,662

	$	53,250	$	175,970	$	14,424	$	26,662

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Lease Terms and Discount Rates

The weighted-average remaining lease term and discount rate for the Company’s lease profile as of March 31, 2021 was as follows:

Weighted-average remaining lease term


	Years
Operating leases		7.1
Finance leases		4.7

Weighted-average discount rate


	Percentage
Operating leases		7.4	%
Finance leases		6.4	%

Lease Costs

The following table presents certain information related to lease costs for finance and operating leases for the quarters ended March 31, 2021 and March 31, 2020:


	Quarter Ended March 31, 2021			Quarter Ended March 31, 2020
	(In thousands)
Finance lease costs:
Amortization of lease assets	$	3,462		$	2,874
Interest on lease liabilities		624			554
Operating lease costs		17,243			12,375
Short-term lease costs		2,257			2,630
Variable lease costs		5,003			5,656
Sublease income		(3,424	)		(2,942	)

Total lease costs	$	25,165		$	21,147

Supplementary Cash Flow Data

The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications:


	Quarter Ended March 31, 2021			Quarter Ended March 31, 2020
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for finance leases	$	435		$	537
Operating cash flows for operating leases		14,098			17,533
Financing cash flows for finance leases		4,338			3,449
Right-of-use assets obtained in exchange for finance lease liabilities
Additions	$	—		$	9,278
Modifications and terminations		(191	)		(360	)
Right-of-use assets obtained in exchange for operating lease liabilities
Additions	$	227		$	8,288
Modifications and terminations		5,403			(20,224	)

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The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of March 31, 2021:


	Finance Leases			Operating Leases
	(In thousands)
2021 (remainder of year)	$	11,789		$	50,287
2022		8,301			53,781
2023		4,805			42,984
2024		4,498			34,427
2025		3,678			28,671
Thereafter		10,238			80,005

Total lease payments		43,309			290,155
Less: present value discount		(6,547	)		(64,714	)

	$	36,762		$	225,441

NOTE 15—DERIVATIVE FINANCIAL INSTRUMENTS

Dole is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of its risk management strategy, Dole uses derivative instruments to hedge some of these exposures. Dole’s objective is to offset gains and losses resulting from these exposures with losses and gains from the derivative contracts used to hedge them, thereby reducing volatility of earnings. Dole does not hold or issue derivative financial instruments for trading or speculative purposes. The types of derivative instruments utilized by Dole are described below:

Foreign currency hedges: Dole enters into foreign currency exchange forward and option contracts to hedge exposure to changes in certain foreign currency exchange rates. Dole enters into fair value hedges for intercompany borrowing transactions and cash flow hedges for forecasted revenue, cost of sales and operating expense exposure.

Interest rate swap: As discussed in Note 12 “Notes Payable and Long-Term Debt”, during November 2018, Dole entered into an interest rate swap with a highly rated counterparty that effectively converted the rate of $300.0 million of debt from variable to fixed. The interest rate swap fixed the interest rate at 6.56%. The paying rate under the interest rate swap is fixed at 2.92%, and the receiving rate is variable based on the one-month LIBOR benchmark rate, which was 0.11% as of March 31, 2021.

Bunker fuel contracts: Dole incurs significant fuel costs from shipping products from sourcing locations to end customer markets and from arranging air or land transportation for products of third-party entities. As a result, Dole is exposed to commodity and fuel cost risks and enters into bunker fuel contracts to hedge the risk of unfavorable fuel prices.

Hedge Accounting Election

The Company performs an on-going analysis of the hedging portfolio and uses the following criteria in evaluating derivative instruments for hedge accounting:

Hedged risk is eligible

Hedged item or transaction is eligible

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Hedging instrument is eligible

Hedging relationship is highly effective

Designation and documentation requirements are met

Dole designates certain foreign currency cash flow hedges for hedge accounting and records the changes in fair value of these instruments in accumulated other comprehensive loss. The changes in fair value of foreign currency fair value hedges, non-designated cash flow hedges, bunker fuel hedges and the interest rate swap continue to be recorded in earnings.

Derivatives Designated as Hedging Instruments

As discussed above, Dole elected hedge accounting for qualifying foreign currency cash flow hedges that reduce the Company’s exposure to variability in cash flows of Dole’s foreign denominated revenue, cost of sales and operating expense. Because of the high degree of effectiveness between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the foreign currency instruments are generally offset by changes in the cash flows being hedged. Hedge effectiveness is assessed at inception and annually. All changes in fair value of these instruments are included within accumulated other comprehensive loss and reclassified into earnings when the hedge is settled.

Notional Amounts of Derivative Instruments

Dole had the following derivative instruments outstanding as of March 31, 2021:


		Notional Amount
Foreign currency forward contracts:
Euro		€186.4 million
US Dollar		$0.3 million
Swedish Krona		9.9 million kr
Chilean Peso		CLP 11.6 billion
South African Rand		R 11.2 million
Interest rate swap contract		$300.0 million
Bunker fuel hedges		29.3 thousand metric tons

The above foreign currency forward contract notional amounts comprise individual hedge contracts valued on an individual contract basis but combined by currency for purposes of disclosure.

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Quantitative Disclosures

Derivatives are presented gross in the condensed consolidated balance sheets. The following table presents the balance sheet location and fair value of the derivative instruments by type:


	Fair Value Measurements as of March 31, 2021
	Accrued Liabilities			Other Long-term Liabilities			Other Receivables
	(In thousands)
Foreign currency forward contracts:
Cash flow hedges	$	—		$	—		$	2,758
Non-designated cash flow hedges		—			—			114
Interest rate swap contracts		(8,421	)		—			—
Bunker fuel hedges		—			—			5,389

	$	(8,421	)	$	—		$	8,261


	Fair Value Measurements as of December 31, 2020
	Accrued Liabilities			Other Long-term Liabilities			Other Receivables
	(In thousands)
Foreign currency forward contracts:
Cash flow hedges	$	(12,048	)	$	—		$	873
Non-designated cash flow hedges		—			—			937
Interest rate swap contracts		—			(10,519	)		—
Bunker fuel hedges		—			—			4,672

	$	(12,048	)	$	(10,519	)	$	6,482

The following represents Dole’s realized and unrealized derivative gains (losses) and respective location in the financial statements for all derivative instruments for the quarters ended March 31, 2021 and March 31, 2020:


	Quarter Ended March 31, 2021
	Gains deferred in Accumulated Other Comprehensive Loss		Other Income (Expense), net		Cost of Sales			Interest Expense
	(In thousands)
Realized gains (losses):
Cash flow hedges	$	—	$	—	$	(1,163	)	$	—
Non-designated cash flow hedges		—		—		845			—
Bunker fuel hedges		—		—		3,727			—

Total realized gains	$	—	$	—	$	3,409		$	—

Unrealized gains (losses):
Cash flow hedges	$	2,758	$	—	$	—		$	—
Non-designated cash flow hedges		—		—		(806	)		—
Bunker fuel hedges		—		—		562			—
Interest rate swap contracts		—		—		—			2,098

Total unrealized gains (losses)	$	2,758	$	—	$	(244	)	$	2,098

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	Quarter Ended March 31, 2020
	Gains deferred in Accumulated Other Comprehensive Loss		Other Income (Expense), net			Cost of Sales			Interest Expense
	(In thousands)
Realized gains (losses):
Cash flow hedges	$	—	$	—		$	335		$	—
Non-designated cash flow hedges		—		(1,191	)		26			—

Total realized gains (losses)	$	—	$	(1,191	)	$	361		$	—

Unrealized gains (losses):
Cash flow hedges	$	5,909	$	—		$	906		$	—
Fair value hedges		––		(7,997	)		––			—
Non-designated cash flow hedges		—		(656	)		(688	)		—
Bunker fuel hedges		—		—			(4,842	)		—
Interest rate swap contracts		—		—			—			(6,400	)

Total unrealized gains (losses)	$	5,909	$	(8,653	)	$	(4,624	)	$	(6,400	)

Amounts reclassified out of accumulated other comprehensive loss and into earnings were losses of $1.2 million for the quarter ended March 31, 2021.

NOTE 16—FAIR VALUE MEASUREMENTS

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis


		Fair Value Measurements as of March 31, 2021 Using
	Balance Sheet Classification	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
		(In thousands)
Foreign currency forward contracts:
	Other receivables, net	$	—	$	2,872		$	—	$	2,872
Bunker fuel hedges:	Other receivables, net		—		5,389			—		5,389
Interest rate swap contract:	Accrued liabilities		—		(8,421	)		—		(8,421	)
Rabbi Trust investments:	Short-term and long-term investments		—		—			29,080		29,080

Total		$	—	$	(160	)	$	29,080	$	28,920

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		Fair Value Measurements as of December 31, 2020 Using
	Balance Sheet Classification	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
		(In thousands)
Foreign currency forward contracts:
	Other receivables, net	$	—	$	1,810		$	—	$	1,810
	Accrued liabilities		—		(12,048	)		—		(12,048	)

		$	—	$	(10,238	)	$	—	$	(10,238	)
Bunker fuel hedges:	Other receivables, net		—		4,672			—		4,672
Interest rate swap contract:	Other long-term liabilities		—		(10,519	)		—		(10,519	)
Rabbi Trust investments:	Short-term and long-term investments		—		—			31,294		31,294

Total		$	—	$	(16,085	)	$	31,294	$	15,209

The table below sets forth a summary of changes in the fair value of the Level 3 Rabbi Trust investments for the quarter ended March 31, 2021:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	(In thousands)
Balance as of December 31, 2020	$	31,294
Net realized and unrealized (losses) recognized in earnings*		(525	)
Plan distributions		(1,689	)

Balance as of March 31, 2021	$	29,080

*	Net amount comprised realized gains of $0.6 million and unrealized losses of $1.1 million recorded in other income (expense), net, in the condensed consolidated statements of operations.

For Dole, the assets and liabilities that are required to be recorded at fair value on a recurring basis are derivative instruments and Rabbi Trust investments. The fair values of Dole’s derivative instruments are determined using Level 2 inputs, which are defined as “significant other observable inputs.” The fair values of the foreign currency forward contracts, the interest rate swap and bunker fuel hedges were estimated using internal discounted cash flow calculations based upon forward foreign currency exchange rates, bunker fuel futures, interest rate yield curves or quotes obtained from brokers for contracts with similar terms, less any credit valuation adjustments based on Dole’s own credit risk and any counterparties’ credit risk.

Dole sponsors a non-qualified deferred ESP compensation plan and a frozen non-qualified SERP defined benefit plan for certain executives. The plans are funded through investments in Rabbi Trusts. Securities are recorded at fair value with realized and unrealized holding gains or losses included in earnings. As of March 31, 2021, securities totaled $29.1 million, of which $5.5 million was classified as short-term and included in short-term investments in the condensed consolidated balance sheets, and $23.6 million was classified as long-term and included in long-term investments in the condensed consolidated balance sheets. As of December 31, 2020, securities totaled $31.2 million, of which $6.2 million was classified as short-term investments in the condensed consolidated balance sheets, and $25.0 million was classified as long-term investments in the condensed consolidated balance sheets. Dole estimates the fair value of its Rabbi Trust investments using prices provided by its

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custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Rabbi Trust investments are held by the custodian in various master trust units (“MTUs”), where the fair value is derived from the individual investment components. Each investment within the MTU is individually valued, after considering gains, losses, contributions and distributions, and the collective value of the MTU represents the total fair value. Dole has evaluated the methodologies used by the custodian to develop the estimate of fair value and assessed whether such valuations are representative of fair value, including net asset value. Dole has determined the valuations to be Level 3 inputs, because they are based upon significant unobservable inputs.

Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities, including long-lived assets, goodwill, property plant and equipment and cost and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs, which would primarily involve the use of a discounted cash flow valuation approach.

Fair Value of Financial Instruments

In estimating the Company’s fair value disclosures for financial instruments, Dole used the following methods and assumptions:

Cash and cash equivalents: The carrying value reported in the condensed consolidated balance sheets for these items approximates fair value due to the liquid nature and are classified as Level 1.

Short-term trade and grower receivables: The carrying value reported in the condensed consolidated balance sheets for these items is net of allowances and are classified as Level 2.

Trade payables: The carrying value reported in the condensed consolidated balance sheets for these items approximates fair value and are classified as Level 2.

Notes receivable and notes payable: The carrying value reported in the condensed consolidated balance sheets for these items approximates fair value and are classified as Level 2.

Long-term grower receivables: The carrying value reported in the condensed consolidated balance sheets for these items is net of allowances and are classified as Level 2.

Finance and operating leases: The carrying value of finance lease obligations reported in the condensed consolidated balance sheets approximates fair value based on current interest rates, which contain an element of default risk. The fair value of finance lease obligations is estimated using Level 2 inputs based on quoted prices for those or similar instruments. For operating leases, Dole uses the rate implicit in the lease to discount leases payments to present value, when available. However, most of the leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. See Note 14 “Leases” for additional information.

Fair Value of Debt

Dole estimates the fair value of its senior secured notes and the term loan based on the bid side of current quoted market prices.

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The carrying values, net of debt discounts and debt issuance costs, and gross estimated fair values of Dole’s debt based on Level 2 inputs in the fair value hierarchy are summarized below:


	March 31, 2021				December 31, 2020
	Carrying Values		Estimated Fair Values		Carrying Values		Estimated Fair Values
	(In thousands)
Senior secured notes	$	295,338	$	308,427	$	295,061	$	306,312
Term loan	$	856,194	$	860,938	$	862,149	$	864,708

See Note 12 “Notes Payable and Long-Term Debt” for additional detail on long-term debt instruments.

Credit Risk

The counterparties to the foreign currency exchange contracts consist of a number of major international financial institutions. Dole has established counterparty guidelines and regularly monitors its positions and the financial strength of these institutions. While counterparties to hedging contracts expose Dole to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. Dole does not anticipate any such losses.

NOTE 17—COMMITMENTS AND CONTINGENCIES

Commitments

Dole issues letters of credit through its ABL revolver and separately through major banking institutions. Dole also provides surety bonds issued by insurance companies and guarantees directly to regulatory authorities. These letters of credit, bank guarantees and surety bonds are required by certain regulatory authorities, suppliers and other operating agreements. As of March 31, 2021 and December 31, 2020, total letters of credit, bank guarantees and surety bonds outstanding under these arrangements were $83.6 million and $68.3 million, respectively.

During the year ended December 31, 2020, a third-party supplier suffered a fire at one of its facilities. In order to ensure continued supplies, Dole provided a guarantee for $4.0 million of obligations of the third-party supplier. The guarantee has terms of less than a year and would require payment from Dole in the event of default. Dole is entitled to offset any current or future payable balances to the third-party with any payments made under the guarantee. As of March 31, 2021, Dole believes the risk of default by the third-party to be improbable and the resulting liability for the guarantee to not be material to Dole’s overall financial position or results of operations.

During the year ended December 29, 2018, Dole entered into executive retention arrangements with certain key executives, including Mr. Johan Lindén, under which a total of $14.2 million of payments will be made over a three-year period, beginning in 2019. During the quarters ended March 31, 2021 and March 31, 2020, no payments were made in accordance with these retention agreements. Through March 31, 2021, cumulative payments of $9.8 million have been made in accordance with these agreements. The remaining $4.4 million will be paid in 2021. In the event of termination of employment without cause, the remaining payments due will be accelerated.

In order to secure sufficient product to meet demand and to supplement Dole’s own production, the Company has historically entered into non-cancelable agreements with independent growers, primarily in Latin America and North America, to purchase substantially all of their production, subject to market demand and product quality. Prices under these agreements are generally tied to prevailing market rates, and contract terms generally range from one to six years. As of March 31, 2021,

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aggregate future payments, including those due within a year, under such purchase commitments (based on March 31, 2021 pricing and volumes), were as follows:


	Amount
	(In thousands)
2021 (remainder of year)	$	765,760
2022		210,272
2023		138,943
2024		78,529
2025		61,319
Thereafter		490,552

Total	$	1,745,375

In order to ensure a steady supply of packing and agrochemical supplies and to maximize volume incentive rebates, Dole historically has entered into contracts for the purchase of supplies. Prices under these agreements are generally tied to prevailing market rates. During the first quarter of 2021, total purchases made under these contracts were $43.8 million, and as of March 31, 2021, total expected purchases are approximately $131.3 million for the remainder of the year. No purchase commitments for agrochemicals and supplies extend beyond fiscal year 2021.

Dole has numerous collective bargaining agreements with various unions covering approximately 30% of Dole’s workforce. Of these unionized employees, 88% are covered under a collective bargaining agreement that will expire within one year, and the remaining 12% are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however, management does not expect that the outcome of these negotiations and renewals will have a material adverse impact on Dole’s financial condition or results of operations.

On November 30, 2018, Dole executed two separate shipbuilding contracts to construct refrigerated container vessels with a contractual price of $40.9 million per vessel ($81.8 million in total). Under the terms of each of the contracts, progress payments will be made as construction milestones are achieved. The first vessel was delivered in January 2021, and the second vessel is due to be delivered during the second quarter of 2021. Progress payments began in 2019, and during the quarters ended March 31, 2021 and March 31, 2020, payments of $24.5 million and $4.1 million, respectively, were made. See Note 22 “Subsequent Events” for additional detail on the remaining payments.

Contingencies

Dole is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. Dole has established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery and past experience in defending and settling similar claims. In the opinion of management, after consultation with legal counsel, the claims or actions to which Dole is a party are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s financial position or results of operations.

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DBCP Cases: Dole is involved in lawsuits pending in the United States and in foreign countries alleging injury as a result of exposure to the agricultural chemical DBCP (1,2-dibromo-3-chloropropane). Currently, there are approximately one hundred and eighty lawsuits in various stages of proceedings alleging injury or seeking enforcement of Nicaragua judgments. In addition, there are sixty-five labor cases pending in Costa Rica under that country’s national insurance program.

Settlements have been reached that, when fully implemented, will significantly reduce DBCP litigation in Nicaragua and the Philippines. Currently, claimed damages in DBCP cases worldwide total approximately $17.8 billion, with lawsuits in Nicaragua representing almost all of this amount. Twenty-four of the cases in Nicaragua have resulted in judgments, although many of these are being eliminated as part of the current settlements. Dole believes that none of the Nicaraguan judgments that are left will be enforceable against any Dole entity in the U.S. or in any other country.

As to all the DBCP matters, Dole has denied liability and asserted substantial defenses. Dole believes there is no reliable scientific basis for alleged injuries from the agricultural field application of DBCP. Nevertheless, Dole is working to resolve all DBCP litigation and claims. Although no assurance can be given concerning the outcome of the DBCP cases, in the opinion of management, after consultation with legal counsel and based on past experience defending and settling DBCP claims, neither the pending lawsuits and claims nor their resolution are expected to have a material adverse effect on Dole’s financial position or results of operations, because the probable loss is not material.

Former Shell Site: Beginning in 2009, Shell Oil Company and Dole were sued in several cases filed in Los Angeles Superior Court by the City of Carson and persons claiming to be current or former residents in the area of a housing development built in the 1960s by a predecessor of what is now a Dole subsidiary, Barclay Hollander Corporation (“BHC”), on land that had been owned and used by Shell as a crude oil storage facility for forty years prior to the housing development. The homeowner and City of Carson complaints have been settled and the litigation has been dismissed.

On May 6, 2013, Shell filed a complaint against Dole (which was later voluntarily dismissed), BHC and Lomita Development Company (“Lomita”), seeking indemnity for the costs associated with the lawsuits discussed above (approximately $90.0 million plus attorney fees) and the cleanup discussed below (approximately $310.0 million). In addition to equitable indemnity, Shell claimed that an early entry side agreement between Shell and an entity related to BHC contractually requires BHC to indemnify Shell for anything related to the property. On March 15, 2017, however, the Court ruled that neither BHC nor Lomita is an obligor under the contract. On November 7, 2017, the Court rejected Shell’s alter ego and successorship claims related to the contract. BHC subsequently filed a motion to dismiss Shell’s remaining equitable causes of action as premature due to the outstanding appeal of the Cleanup and Abatement Order (“CAO”). On February 8, 2018, the Court granted BHC’s motion and dismissed the case. Shell subsequently appealed the dismissal. The appellate court upheld the dismissal of Shell’s contract claims and remanded Shell’s equitable claims given that BHC’s challenge of the CAO had become final. The case has been assigned to a new trial court and will move forward under that court’s schedule.

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with the California Supreme Court but that petition was denied. In the opinion of management, after consultation with legal counsel, the claims or actions related to the former Shell site are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s financial position or results of operations, because management believes the risk of loss is remote.

Springfield, Ohio Packaged Salads Recall: In late January 2016, Dole was advised by the U.S. Food and Drug Administration (“FDA”) and the Centers for Disease Control and Prevention (“CDC”) that they suspected a multi-state outbreak of listeria monocytogenes was linked to packaged salads produced at Dole Fresh Vegetables, Inc.’s Springfield, Ohio facility. Dole responded by immediately ceasing all production activities at the Springfield facility and issuing a voluntary withdrawal followed by a recall of packaged salads produced there. The Springfield facility resumed production after extensive testing and a root cause investigation and analysis. Dole and its insurance carriers have resolved all related personal injury claims. On April 29, 2016, Dole was served with a subpoena from the United States Department of Justice (“DOJ”) seeking information for its investigation of the listeria outbreak at Dole’s Springfield facility. Dole has cooperated with all DOJ requests related to its investigation. In the opinion of management, after consultation with legal counsel, the claims or actions related to the packaged salads recall are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s financial position or results of operations, because the probable loss is not material.

Employment Matter: During the first quarter of 2021, the Company became aware of certain claims related to alleged violations of employment law and accrued $15.0 million based upon the Company’s best estimate of the amount needed to resolve those claims. See Note 22 “Subsequent Events” for additional detail on the settlement of this employment matter.

NOTE 18—RELATED PARTY TRANSACTIONS

Mr. Murdock owns, inter alia, Castle and Cooke, Inc. (“Castle”), a transportation equipment leasing company and a hotel. In the quarters ended March 31, 2021 and March 31, 2020, Dole paid Mr. Murdock’s companies an aggregate of approximately $1.2 million and $0.8 million, respectively, primarily for the rental of truck chassis and generator sets. Castle purchased $0.1 million and $0.2 million of products from Dole during the quarters ended March 31, 2021 and March 31, 2020, respectively.

During the fourth quarter of 2008, Dole and North Carolina State University executed a twenty-year sublease agreement, pursuant to which Dole’s research center leases 11,000 gross square feet of office and laboratory space in Kannapolis, North Carolina. Castle is the owner of the property. The rent expense paid to North Carolina State University was $0.2 million for the quarters ended March 31, 2021 and March 31, 2020.

On May 20, 2016, Dole entered into a lease agreement with an entity owned by Mr. Murdock to lease 6,799 square feet of a building located in Kannapolis, North Carolina. The lease commenced on October 1, 2016, for a term of five years, with an option to extend for an additional five years. The rent expense paid to an affiliate was $0.1 million for the quarters ended March 31, 2021 and March 31, 2020, respectively.

In the second and third quarter of 2018, Dole loaned $10.0 million (“Affiliate Note 1”) and $15.0 million (“Affiliate Note 2”), respectively, to entities owned by Mr. Murdock in the form of interest-bearing notes. On December 31, 2018, Affiliate Note 1 was canceled, and Affiliate Note 2 was amended into a new agreement with a principal amount of $25.0 million due July 30, 2020. Contemporaneously with the new agreement, the affiliate of Mr. Murdock paid $20.5 million on the outstanding note receivable, with $20.0 million applied to principal and $0.5 million applied to accrued

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interest. The affiliate of Mr. Murdock can re-borrow up to the principal amount of the note at any time until the maturity date of the respective note. On September 9, 2019, the affiliate of Mr. Murdock re-borrowed $20.0 million. On June 30, 2020, the note was amended and restated to extend the maturity date to December 31, 2020. On December 30, 2020, the note was amended and restated again to extend the maturity date to January 31, 2021. In conjunction with these two extensions, accrued interest of $0.9 million and $0.8 million, respectively, was paid to Dole upon execution. Upon signing the IPO Agreement, the note was extended to November 15, 2021, with interest accruing and owed at maturity. The IPO Agreement includes a provision that, upon closing of the IPO Transaction, the amount due under the $25.0 million note issued to an affiliate of Mr. Murdock will be cancelled as a result of the way the IPO is structured. See Note 21 “Total Produce Plc Transaction and IPO Agreement” for additional detail on the IPO Agreement. As of March 31, 2021 and December 31, 2020, the note receivable outstanding, including accrued interest, was $25.3 million and $25.0 million, respectively.

Dole entered into an agreement with Castle & Cooke Aviation Services, Inc., where the Company utilizes private aircraft services and hangar space owned by Castle. The expense paid was approximately $0.1 million for the quarters ended March 31, 2021 and March 31, 2020.

Dole had a number of other transactions with other entities owned by Mr. Murdock, on an arm’s length basis, none of which, individually or in the aggregate, were material. Excluding the interest-bearing notes discussed above, Dole has less than $0.1 million due from Castle as of March 31, 2021 and December 31, 2020.

Dole made purchases from affiliates of Total Produce of approximately $3.1 million and $1.1 million for the quarters ended March 31, 2021 and March 31, 2020, respectively. These transactions were primarily for the purchase of produce. Dole had sales of products to affiliates of Total Produce of approximately $14.1 million and $7.0 million for the quarters ended March 31, 2021 and March 31, 2020, respectively. Dole had net outstanding accounts receivable of $5.2 million from Total Produce as of March 31, 2021 and $1.4 million as of December 31, 2020.

NOTE 19—MEMBERS’ EQUITY

Membership Units

On July 31, 2018, the Company amended and restated the limited liability company agreement. Prior to the July 31, 2018 amended and restated limited liability agreement, the Company had two classes of membership units outstanding, which consisted of Common Units and Preferred Units. During 2014 and 2015, the Preferred Unit holder contributed $100.0 million to the Company in exchange for the Preferred Units. Prior to July 31, 2018, the sole Manager of the Company was Mr. Murdock.

In connection with the July 31, 2018 amended and restated limited liability agreement, the membership units were all converted to Class A and Class B units. Additionally, the Company would be managed by a Board of Managers of which three Managers were appointed by Mr. Murdock and three Managers were appointed by Total Produce. The chairperson of the Board of Managers is Mr. Murdock. As of March 31, 2021 and December 31, 2020, Dole had no Preferred Units outstanding.

Allocation of Profits and Losses

Under the amended and restated limited liability agreement, net profits and losses are allocated to the Class A and the Class B capital accounts on a pro-rata basis, after giving effect to certain capital account adjustments attributable to the capital contributions and distributions made by and to each Member.

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Indemnifiable Losses

Indemnifiable losses under the amended and restated limited liability agreement are losses for which the Class A Members must provide indemnification to the Class B Member either because the Class B Member suffered such loss directly or because it suffered such loss indirectly because of its ownership interest in Dole (in which case, the indemnifiable amount is the total loss multiplied by 0.45). Indemnification is triggered by losses that are suffered because of a breach by the Class A Members of a representation, warranty, covenant, or agreement contained in the Securities Purchase Agreement dated February 1, 2018 entered into among the Members, and by losses arising from the following specific items over and above certain specified amounts applicable to certain categories:

•

the contamination at issue in the litigation related to Barclay Hollander Corporation’s involvement in the development of a residential community in Carson, California;

•

the historic use of the pesticide DBCP;

•

certain specified employment class action litigation;

•

the listeria outbreak in 2015 and 2016 linked to the Springfield, Ohio salad plant;

•

underpayment of tax imposed under Section 951 of the Internal Revenue Code;

•

tax payable arising from certain specified tax audits; and

•

claims for indemnification made by Itochu Corporation.

Indemnified losses are also subject to the following limitations:

•

the obligation to provide indemnification is not triggered until $3.0 million in indemnifiable losses, in the aggregate, are incurred, and indemnification is only owed for losses in excess of that $3.0 million amount;

•

a loss is not indemnifiable unless the total loss arising from the same set of facts is more than $25.0 thousand;

•

losses arising from the breach of certain representations and warranties are capped at $50.0 million; and

•

indemnifiable losses in total are capped at $100.0 million.

Distributions

Dole paid no preferred returns during both the quarters ended March 31, 2021 and March 31, 2020.

Under the amended and restated limited liability agreement, distributions are distributed to the Members in the following order and priority:

•

First, to the Class B Member, until the Class B Member has received an aggregate amount equity to the sum of (i) the aggregate value of any indemnifiable losses that remain unpaid as of the date of such distribution, plus (ii) an amount equal to 4% per annum on such unpaid indemnifiable losses, accruing on a daily basis from the date such indemnifiable losses first became due;

•

Second, if such distributions relates to a Sale Transaction, as defined in the amended and restated limited liability agreement, requested in writing by the DHM Trust, the Class B Member is to receive an aggregate amount equal to the sum of (i) $300.0 million, plus (ii) all amounts previously paid by the Class B Member in respect of the Second Tranche Units, plus (iii) an amount equal to four percent per annum, accruing on a daily basis from July 31, 2018 through the date of such Sale Transaction and compounding quarterly, on each payment by the Class B member of the amounts set forth in (i) and (ii) above;

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•

Third, if such distributions relates to a Sale Transaction, as defined, requested in writing by the DHM Trust, to the Class A Members until the Class A Members have received an aggregate amount equity to the sum of (i) $300.0 million, plus (ii) all amounts previously paid by Total Produce in respect of Second Tranche Units, plus (iii) an amount equal to four percent per annum, accruing on a daily basis from July 31, 2018 and compounded quarterly, on each amount set forth in (i) and (ii) above;

•

Then, to the Members ratably based on the number of Units held by each Member immediately prior to such distribution.

Dole Food Company, Inc.’s ability to declare and pay dividends to the Company is subject to limitations contained in its senior secured credit facilities and note indenture. As of March 31, 2021 and December 31, 2020, under such limitations, Dole had $52.9 million and $50.0 million, respectively, available to declare or pay a dividend.

Accumulated Other Comprehensive Loss

Dole’s accumulated other comprehensive loss primarily consists of unrealized foreign currency translation gains and losses, unrealized derivative gains and losses and pension and postretirement obligation adjustments. A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, was as follows:


	Changes in Accumulated Other Comprehensive Loss by Component
	Changes in Fair Value of Cash Flow Hedges			Pension & Other Postretirement Benefit Adjustment			Foreign Currency Translation Adjustment			Total
	(In thousands)
Balance at December 31, 2020	$	(8,417	)	$	(54,398	)	$	(37,269	)	$	(100,084	)
Other comprehensive income (loss) before reclassifications		12,338			—			(7,404	)		4,934
Amounts reclassified from accumulated other comprehensive loss		(1,163	)		—			—			(1,163	)
Income tax expense		(703	)					—			(703	)

Net current period other comprehensive income (loss)		10,472			—			(7,404	)		3,068

Balance at March 31, 2021	$	2,055		$	(54,398	)	$	(44,673	)	$	(97,016	)

For the quarter ended March 31, 2021, amounts reclassified out of accumulated other comprehensive loss for the fair value of cash flow hedges include the reclassification of losses of $1.2 million, which were reclassified to cost of sales in the condensed consolidated statements of operations.

NOTE 20—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of March 31, 2021, Dole’s investments in unconsolidated affiliates were $25.8 million, of which $25.2 million represented equity method investments and $0.6 million represented cost method investments. As of December 31, 2020, Dole’s investments in unconsolidated affiliates were $25.6 million, of which $25.0 million represented equity method investments and $0.6 million represented cost method investments. Dole’s consolidated net income includes the proportionate share of the net income or loss of Dole’s equity method investments in affiliates. When Dole records the proportionate share of net income, it increases earnings from equity method investments in Dole’s

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condensed consolidated statements of operations and the carrying value in that investment in the condensed consolidated balance sheets. Conversely, when Dole records the proportionate share of a net loss, it decreases earnings from equity method investments in Dole’s condensed consolidated statements of operations and the carrying value in that investment in the condensed consolidated balance sheets. Cash dividends received from cost method investments are recorded in other income (expense), net, in the condensed consolidated statements of operations. Significant equity method and cost method investees as of March 31, 2021 and December 31, 2020 were as follows:


	Significant Equity and Cost Method Investees
	Ownership Interest			Accounting Method		March 31, 2021		December 31, 2020
						(In thousands)
Bananera Tepeyac, S.A		50	%		Equity	$	18,536	$	18,418
Sky View Cooling of Yuma		49	%		Equity		1,288		1,314
Dole Nat, Co. S.A.		42	%		Equity		891		882
Trilex		40	%		Equity		3,114		2,994
Reciplast		33	%		Equity		345		371
Morgan Creek Holdings		26	%		Equity		960		1,000
Alamances de Deposito		16	%		Cost		155		155
L.A. Agribusiness		8	%		Cost		208		208
Other		—			Cost/Equity		326		246

Total						$	25,823	$	25,588

Dole’s transactions with its equity method investments primarily pertain to the purchase and sale of bananas and plantains, as well as purchases of supplies such as plastics and packaging materials. During the quarter ended March 31, 2021, purchases from Dole’s equity method investees were approximately $13.8 million, and sales to Dole’s equity method investees were approximately $3.5 million. During the quarter ended March 31, 2020, purchases from Dole’s equity method investees were approximately $10.7 million, and sales to Dole’s equity method investees were approximately $0.7 million. As of March 31, 2021, outstanding receivables from Dole’s equity method investees were approximately $4.1 million, and payables to Dole’s equity method investees were approximately $6.0 million. As of December 31, 2020, outstanding receivables from Dole’s equity method investees were approximately $9.4 million, and payables to Dole’s equity method investees were approximately $1.3 million.

NOTE 21—TOTAL PRODUCE PLC TRANSACTION AND IPO AGREEMENT

Total Produce plc Transaction

Under the terms of the Agreement, Total Produce has two call options to acquire additional ownership in the Parent. The first call option allows Total Produce to acquire up to an additional 6% of the Parent’s equity for $12.0 million.

The second call option allows Total Produce to purchase the remaining equity of the Parent. The specified purchase price of the Parent’s remaining equity under the second call option is based on a pre-defined formula but is not to exceed $450.0 million (the “Cap”) or be less than $250.0 million and cannot be exercised until two years from the date of the close of the Transaction and can only be exercised once the first call option has been exercised. If the second call option has not been exercised prior to the sixth anniversary of the close of the Transaction, then from and after the sixth anniversary of the close of the Transaction, the Cap shall increase by an amount equal to four percent (4%) per annum, accruing on a daily basis from the sixth anniversary of the close of the Transaction. After the fifth anniversary of the close of the Transaction, if the second call option has not been

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exercised, Mr. Murdock has the right to effectuate the sale of the Parent to a third-party. Until the second call option is exercised, control of the Parent will be shared equally between Mr. Murdock and Total Produce.

IPO Agreement

On February 17, 2021, Dole, Total Produce and Mr. Murdock announced the IPO agreement to combine Dole and Total Produce under a newly created NewDole entity listed in the U.S. Under the terms of the IPO Agreement, the following two transactions will take place: (i) shares in Total Produce will be exchanged for shares in NewDole through a scheme of arrangement at a fixed exchange ratio and (ii) DFC Holdings, LLC will merge with a subsidiary of NewDole via a reverse triangular merger. These transactions will result in Total Produce shareholders receiving 82.5% and Mr. Murdock receiving 17.5% of the shares in NewDole outstanding immediately prior to the IPO. Concurrent with these transactions, NewDole will seek an IPO on a major U.S. stock exchange yet to be determined with the intent of raising equity capital between $500.0 million and $700.0 million.

The IPO Agreement conditions completion of the IPO Transaction on the IPO achieving a price per NewDole share such that the 17.5% of NewDole shares to be held by Mr. Murdock immediately prior to the IPO have an aggregate value of at least $215.0 million (the “Valuation Floor”) and on Mr. Murdock achieving net proceeds of at least $50.0 million in the sale of shares on a secondary basis in conjunction with the NewDole IPO (the “Minimum Secondary”). The Valuation Floor and Minimum Secondary provisions can be waived by Total Produce and Mr. Murdock by mutual consent at any time prior to completion.

The IPO Transaction is expected to close in the second quarter or third quarter 2021, subject to regulatory and other required approvals and conditions.

NOTE 22—SUBSEQUENT EVENTS

Dole evaluated subsequent events through May 12, 2021, the date that Dole’s condensed consolidated financial statements were issued.

During the first quarter of 2021, the Company became aware of certain claims related to alleged violations of employment law and accrued $15.0 million based upon the Company’s best estimate of the amount needed to resolve those claims. In April 2021, a settlement agreement was signed, pursuant to which the Company will pay approximately $15.0 million, which payment will be made in May 2021, after which this matter will be resolved and no future liability is expected.

On April 7, 2021, Dole drew $24.5 million related to the Company’s new vessel financing loan facilities. The funds were used to finance the April 7, 2021 final progress payment of one of the Company’s two new vessels, and the funds moved directly from the bank to the shipbuilder. Refer to Note 12 “Notes Payable and Long-Term Debt” and Note 17 “Commitments and Contingencies” for additional detail.

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Deloitte & Touche LLP

650 S. Tryon St.

Suite 1800

Charlotte, NC 28202-4200

INDEPENDENT AUDITORS’ REPORT

The Board of Managers

DFC Holdings, LLC

Charlotte, NC

We have audited the accompanying consolidated financial statements of DFC Holdings, LLC, Inc. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2020 and December 28, 2019, and the related consolidated statements of operations, comprehensive income (loss), members’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DFC Holdings, LLC and its subsidiaries as of December 31, 2020 and December 28, 2019, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2020 in accordance with accounting principles generally accepted in the United States of America.

LOGO

March 10, 2021 (April 28, 2021, as to the subsequent events described in Note 22)

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DFC HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Revenues, net	$	4,671,999		$	4,515,955		$	4,566,808
Cost of sales		(4,311,275	)		(4,174,298	)		(4,270,198	)

Gross profit		360,724			341,657			296,610
Selling, marketing and general and administrative expenses		(200,582	)		(208,884	)		(239,313	)
Merger, transaction and other related costs		(661	)		(24	)		(1,645	)
Gain on asset sales		11,181			23,366			13,766

Operating income		170,662			156,115			69,418
Other expense, net		(29,305	)		(3,316	)		(7,341	)
Interest income		3,131			4,784			4,377
Interest expense		(78,250	)		(89,180	)		(85,102	)

Income (loss) from continuing operations before income taxes and equity earnings		66,238			68,403			(18,648	)
Income tax (expense) benefit		(23,782	)		(24,036	)		10,280
Earnings (loss) from equity method investments		2,149			(532	)		(1,263	)

Income (loss) from continuing operations, net of income taxes		44,605			43,835			(9,631	)
Loss from discontinued operations, net of income taxes		(43	)		(2,500	)		(3,935	)

Net income (loss)		44,562			41,335			(13,566	)
Less: Net income attributable to noncontrolling interests		(1,854	)		(1,971	)		(1,832	)

Net income (loss) attributable to DFC Holdings, LLC	$	42,708		$	39,364		$	(15,398	)

See Notes to Consolidated Financial Statements

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DFC HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Net income (loss)	$	44,562		$	41,335		$	(13,566	)
Other comprehensive income (loss):
Net unrealized loss on derivatives, net of income tax benefits of $2,758, $0 and $0		(8,417	)		—			—
Foreign currency translation adjustment, net of income tax		25,575			(8,265	)		(19,158	)
Pension and postretirement obligation adjustments, net of income tax benefits of $928, $1,131 and $2,660		(7,045	)		(5,131	)		(12,818	)
Reclassification of stranded tax effects from the Tax Cuts and Jobs Act		—			(4,134	)		—

Total other comprehensive income (loss)		10,113			(17,530	)		(31,976	)

Comprehensive income (loss)		54,675			23,805			(45,542	)

Less: Comprehensive income attributable to noncontrolling interests		(1,854	)		(1,971	)		(1,832	)

Comprehensive income (loss) attributable to DFC Holdings, LLC	$	52,821		$	21,834		$	(47,374	)

See Notes to Consolidated Financial Statements

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DFC HOLDINGS, LLC

CONSOLIDATED BALANCE SHEETS


	December 31, 2020			December 28, 2019
	(In thousands)
ASSETS
Cash and cash equivalents	$	66,795		$	64,914
Short-term investments		6,246			5,676
Trade receivables, net of allowances of $19,425 and $20,472, respectively		382,417			372,377
Grower advance receivables, net of allowances of $3,395 and $3,660, respectively		51,308			56,041
Other receivables, net of allowances of $9,619 and $7,413, respectively		84,564			81,166
Inventories, net of allowances of $3,162 and $2,178, respectively		220,363			231,123
Prepaid expenses		30,236			27,097
Other current assets		13,574			5,809
Assets held-for-sale		255			—

Total current assets		855,758			844,203
Long-term investments		25,048			24,603
Investments in unconsolidated affiliates		25,588			22,741
Actively marketed property		47,081			58,840
Property, plant and equipment, net of accumulated depreciation of $580,419 and $514,772, respectively		1,125,638			1,096,800
Operating lease right-of-use assets		232,067			263,073
Goodwill		329,823			329,823
Intangible assets, net of accumulated amortization of $68 and $36, respectively		254,393			254,455
Other assets, net		61,117			54,723

Total assets	$	2,956,513		$	2,949,261

LIABILITIES AND EQUITY
Accounts payable	$	253,309		$	232,237
Income taxes payable		12,863			5,390
Accrued liabilities		412,577			377,534
Current maturities of operating leases		53,250			62,952
Notes payable and current portion of long-term debt, net		75,504			53,958

Total current liabilities		807,503			732,071
Long-term debt, net		1,230,552			1,317,799
Operating leases, less current maturities		175,970			198,638
Deferred income tax liabilities		75,322			75,067
Other long-term liabilities		276,824			290,088

Total liabilities	$	2,566,171		$	2,613,663

Members’ equity:
Class A units, 550 units issued and outstanding as of December 31, 2020 and December 28, 2019		—			—
Class B units, 450 units issued and outstanding as of December 31, 2020 and December 28, 2019		—			—
Additional paid-in capital		869,951			868,528
Notes receivable from affiliate		(25,005	)		(25,308	)
Accumulated deficit		(363,253	)		(405,961	)
Accumulated other comprehensive loss		(100,084	)		(110,197	)

Total equity attributable to DFC Holdings, LLC		381,609			327,062
Equity attributable to noncontrolling interests		8,733			8,536

Total equity		390,342			335,598

Total liabilities and equity	$	2,956,513		$	2,949,261

See Notes to Consolidated Financial Statements

F-141

DFC HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
Operating Activities	(In thousands)
Net income (loss)	$	44,562		$	41,335		$	(13,566	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		91,392			88,111			89,612
Non-cash lease expense		51,428			58,062			—
Net unrealized loss (gain) on financial instruments		6,549			9,329			(11,559	)
Asset write-offs and net gain on sale of assets		3,027			(17,389	)		(6,334	)
(Earnings) loss from equity method investments		(2,149	)		532			1,263
Amortization of debt discounts and debt issuance costs		3,724			3,825			3,902
Refinancing charges		—			—			5,458
(Provision) benefit for deferred income taxes		2,238			(5,061	)		12,691
Pension and other postretirement benefit plan expense		10,324			8,253			9,923
Other		—			380			568
Changes in operating assets and liabilities:
Receivables, net of allowances		7,041			(17,776	)		(26,264	)
Inventories		2,159			19,663			(22,067	)
Prepaid expenses and other assets		(6,698	)		16,294			(3,061	)
Income taxes		(8,114	)		(24,230	)		(72,691	)
Accounts payable		14,606			(23,124	)		13,441
Accrued and other long-term liabilities		(13,671	)		(27,926	)		(13,274	)
Operating lease liabilities		(55,304	)		(58,004	)		—

Cash flow provided by (used in) operating activities		151,114			72,274			(31,958	)
Investing Activities
Sales of assets		28,233			71,767			85,809
Capital expenditures		(90,604	)		(84,189	)		(74,696	)
Purchases of investments		(1,218	)		(2,167	)		(1,724	)
Investments in unconsolidated affiliates		(173	)		(170	)		—
Other		—			(145	)		3,593

Cash flow provided by (used in) investing activities		(63,762	)		(14,904	)		12,982
Financing Activities
Short-term debt borrowings		56,000			23,659			69,000
Repayments on short-term debt borrowings and overdrafts		(58,104	)		(46,500	)		(46,726	)
Long-term debt borrowings		552,352			705,904			817,697
Long-term debt repayments		(637,838	)		(735,199	)		(860,394	)
Payment of debt issuance costs		(583	)		—			(1,343	)
Payment of noncontrolling interests		—			—			(797	)
Affiliate transaction costs		—			—			(15,000	)
Distributions paid to noncontrolling interests		(1,657	)		(1,566	)		(1,220	)
Preferred return on preferred units		—			—			(570	)
Funding by affiliates		—			—			28
Repayment of notes issued to affiliates		1,726			20,954			15,070
Note receivable issued to affiliates		—			(20,311	)		(25,000	)

Cash flow (used in) financing activities		(88,104	)		(53,059	)		(49,255	)

Effect of foreign currency exchange rate changes on cash		2,633			(1,556	)		(2,189	)

Increase (decrease) in cash and cash equivalents		1,881			2,755			(70,420	)
Cash and cash equivalents at beginning of the year		64,914			62,159			132,579

Cash and cash equivalents at end of year	$	66,795		$	64,914		$	62,159

Supplemental cash flow information:
Income tax payments, net of refunds	$	37,206		$	51,488		$	47,720
Interest payments on borrowings		74,956			83,412			73,854
Non-cash realized gains (losses) on financial instruments		(4,908	)		11,584			—
Non-cash Investing and Financing Activities:
Accrued property, plant and equipment		47,231			51,383			4,792

See Notes to Consolidated Financial Statements

F-142

DFC HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY


											Equity Attributable to DFC Holdings, LLC
																				Accumulated Other Comprehensive Loss
	Common Units			Preferred Units			Class A Units		Class B Units		Additional Paid-In Capital			Notes Receivable from Affiliate			Accumulated Deficit			Derivative Instruments			Pension & Other Postretirement Benefits			Cumulative Translation Adjustment			Equity Attributable to Noncontrolling Interests			Total Equity
	(In thousands, except units)
Balance at December 30, 2017		1,000			100			—		—	$	868,086		$	(14,663	)	$	(418,491	)	$	—		$	(25,270	)	$	(35,421	)	$	7,372		$	381,613
Net income (loss)		—			—			—		—		—			—			(15,398	)		—			—			—			1,832			(13,566	)
Affiliate transaction costs		—			—					—		—			—			(15,000	)		—			—			—			—			(15,000	)
Repayment of notes issued to affiliates		—			—			—		—		—			15,070			—			—			—			—			—			15,070
Notes issued to affiliates		—			—			—		—		—			(25,000	)		—			—			—			—			—			(25,000	)
Interest receivable from affiliates		—			—			—		—		914			(914	)		—			—			—			—			—			—
Contributions (distributions)		—			—			—		—		28			—			(570	)		—			—			—			(1,220	)		(1,762	)
Acquisition of noncontrolling interests		—			—			—		—		(944	)		—			—			—			—			—			147			(797	)
Foreign currency translation adjustment		—			—			—		—		—			—			—			—			—			(19,158	)		—			(19,158	)
Change in employee benefit plans, net of income tax benefit of $2,660		—			—			—		—		—			—			—			—			(12,818	)		—			—			(12,818	)
July 31, 2018 amendment and restatement of the LLC agreement		(1,000	)		(100	)		550		450		—			—			—			—			—			—			—			—

Balance at December 29, 2018		—			—			550		450	$	868,084		$	(25,507	)	$	(449,459	)	$	—		$	(38,088	)	$	(54,579	)	$	8,131		$	308,582

Net income		—			—			—		—		—			—			39,364			—			—			—			1,971			41,355
Repayment of notes issued to affiliates		—			—			—		—		—			20,510			—			—			—			—			—			20,510
Notes issued to affiliates		—			—					—		—			(20,000	)		—			—			—			—			—			(20,000	)
Interest receivable from affiliates		—			—			—		—		444			(311	)		—			—			—			—			—			133
Distributions		—			—			—		—		—			—			—			—			—			—			(1,566	)		(1,566	)
Reclassification of stranded tax effects from the Tax Cuts and Jobs Act		—			—			—		—		—			—			4,134			—			(4,134	)		—			—			—
Foreign currency translation adjustment		—			—			—		—		—			—			—			—			—			(8,265	)		—			(8,265	)
Change in employee benefit plans, net of income tax benefit of $1,131		—			—			—		—		—			—			—			—			(5,131	)		—			—			(5,131	)

Balance at December 28, 2019		—			—			550		450	$	868,528		$	(25,308	)	$	(405,961	)	$	—		$	(47,353	)	$	(62,844	)	$	8,536		$	335,598

Net income		—			—			—		—		—			—			42,708			—			—			—			1,854			44,562
Interest receivable from affiliate		—			—			—		—		1,423			303			—			—			—			—			—			1,726
Distributions		—			—			—		—		—			—			—			—			—			—			(1,657	)		(1,657	)
Foreign currency translation adjustment		—			—			—		—		—			—			—			—			—			25,575			—			25,575
Net unrealized loss on derivatives, net of income tax benefit of $2,758		—			—			—		—		—			—			—			(8,417	)		—			—			—			(8,417	)
Change in employee benefit plans, net of income tax benefit of $928		—			—			—		—		—			—			—			—			(7,045	)		—			—			(7,045	)

Balance at December 31, 2020		—			—			550		450	$	869,951		$	(25,005	)	$	(363,253	)	$	(8,417	)	$	(54,398	)	$	(37,269	)	$	8,733		$	390,342

See Notes to Consolidated Financial Statements

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DFC HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS

Dole conducts operations throughout North America, Latin America, Europe, Asia, the Middle East and Africa (primarily in South Africa). As a result of its global operating and financing activities, Dole is exposed to certain risks including changes in commodity and fuel costs, fluctuations in interest rates, fluctuations in foreign currency exchange rates, as well as other environmental and business risks in both sourcing and selling locations.

DFC Holdings, LLC was established as a Delaware limited liability company (the “Parent”) on August 8, 2013. The limited liability company agreement was amended and restated on December 29, 2014. Until July 31, 2018, the Members of Dole were wholly owned through the Parent by David H. Murdock (“Mr. Murdock”), Dole’s Chairman. On February 1, 2018, Mr. Murdock, through his wholly owned subsidiaries, entered into a Securities Purchase Agreement (the “Agreement”) with a wholly owned subsidiary of Total Produce plc (“Total Produce”) to sell 45% of the Parent for $300.0 million (the “Transaction”). The Parent wholly owns the Company and has no independent assets or operations apart from its investment in the Company and on a consolidated basis has the same assets, liabilities, total equity and earnings as the Company. The Transaction closed on July 31, 2018. On February 17, 2021, Dole, Total Produce, and Mr. Murdock announced that they have entered into a binding transaction agreement (including all subsequent amendments, the “IPO Agreement”) to combine Dole and Total Produce under a newly created entity listed in the U.S. (“NewDole”) (the “IPO Transaction”). See Note 21 “Total Produce plc Transaction” and Note 22 “Subsequent Events” for further information.

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. As of the date of this filing, Dole operations remain open and in production throughout the world. The Company cannot reasonably estimate the length or severity of this pandemic. The Company experienced certain direct costs primarily related to personal protective equipment and transportation, and costs due to lower production capacity from a plant shutdown. However, the Company is not able to reasonably estimate the full extent to which the disruption may have indirectly impacted the Company’s consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal year 2020.

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements herein are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the

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consolidated financial statements of Dole include all necessary adjustments, which are of a normal recurring nature, to present fairly Dole’s financial position, results of operations and cash flows.

Dole’s consolidated financial statements include the accounts of majority owned subsidiaries over which Dole exercises control, and entities that are not majority owned but require consolidation, because Dole has the ability to exercise control over operating and financial policies or has the power to direct the activities that most significantly impact the entities’ economic performance. Intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, the areas of customer and grower receivables, inventories, impairment of assets, useful lives of property, plant and equipment, intangible assets, marketing programs, income taxes, self-insurance reserves, retirement benefits, financial instruments, and commitments and contingencies. Actual results could differ from these estimates and assumptions.

During February of 2021, the board of directors of the Company approved a change in the fiscal year end from a 52/53 week year ending on the Saturday closest to December 31 to a calendar year ending on December 31. The change was made effective with fiscal year 2020 on a prospective basis, and, therefore, operating results for prior years were not adjusted.

As a result of the change, fiscal year 2020 consisted of 369 days ending on December 31, 2020, fiscal year 2019 consisted of 364 days ending on December 28, 2019, and fiscal year 2018 consisted of 364 days ending on December 29, 2018. Under a 52/53 week year, fiscal year 2020 would have consisted of 371 days ending on January 2, 2021. As such, the change in fiscal year resulted in two fewer operating days. The Company performed an assessment of the change in fiscal year and concluded that the change did not have a material impact to Dole’s financial condition, results of operation or cash flows nor comparability to prior years.

Summary of Significant Accounting Policies

Revenue consists primarily of product revenue which includes the selling of agricultural goods to third-party customers. Product revenue also includes surcharges for additional product services such as freight, cooling, warehousing, fuel, containerization, handling, and palletization related to the transfer of products. The Company also has certain marketing contracts in which Dole is the principal, and the revenue and cost of sales is reported on a gross basis.

Revenue also includes service revenue, which includes commissions with third-party growers, management fees, and royalties for the use of Company brands and trademarks. Additionally, the Company maintains a commercial cargo business where revenue is earned by leasing a Company vessel, leasing available space within a Company vessel, or providing handling and transportation services of containerized cargo on Company vessels. Net service revenues were less than 10% of total revenue for the years ended December 31, 2020, December 28, 2019, and December 29, 2018.

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Revenue grouped by similar types of products was as follows:


	Year Ended
	December 31, 2020		December 28, 2019			December 29, 2018
	(In thousands)
Fresh fruit	$	2,763,864	$	2,695,184		$	2,795,071
Value-added vegetables		978,523		877,262			805,029
Fresh-packed vegetables		289,083		307,989			313,402
Diversified fruit		640,529		635,591			652,615
Corporate		—		(71	)		691

	$	4,671,999	$	4,515,955		$	4,566,808

Dole’s incremental costs of obtaining a contract have primarily consisted of sales commissions, and the Company elected the practical expedient to expense these costs for contracts that are less than one year. These costs are included in selling, marketing and general and administrative expenses on the consolidated statements of operations. If these costs relate to contracts that are greater than one year, the incremental costs are capitalized as a contract asset and amortized over the period from which the contract is obtained until the performance obligations are met. Incremental costs of obtaining a contract have not historically been material to Dole, and Dole’s contracts are historically less than one year.

Revenue is recorded net of any sales allowances, sales promotions, and sales incentives. Sales allowances are calculated based on historical claims information. Dole offers sales promotions and sales incentives to its customers (resellers) and to its consumers. Sales promotions are temporary price reductions on third-party sales and sales incentives include consumer coupons and discounts, volume and timing rebates, and product placement fees. Estimated sales discounts are recorded in the period in which the related sale is recognized. Volume rebates are recognized in the period of sale as a reduction of revenue based on Dole’s estimate of sales volume over the terms of the arrangement. All other sales incentives are estimated using both historical trends and current volumes and assumptions. The Company also enters cooperative advertising arrangements in which Dole refunds a retailer for a portion of the costs incurred to advertise Dole’s products. The value of these arrangements is treated as a reduction of revenue, unless the arrangement results in a separate performance obligation for Dole, in which these amounts are recorded in selling, marketing and general and administrative

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expenses on the consolidated statements of operations. Adjustments to estimates are made periodically as new information becomes available and actual sales volumes become known. Adjustments to these estimates have historically not been significant to Dole. See Note 6 “Trade Receivables and Grower Advances” for additional detail on allowances for sales deductions.

Cost of Sales: Cost of sales primarily consists of costs associated with the production or purchasing of inventory, packaging materials, labor, depreciation, overhead, transportation, and other distribution costs. Cost of sales also includes recurring agricultural costs and shipping and handling costs, which are detailed below.

Agricultural Costs: Plant costs, including seeds, trees, vines, and stems, and preproduction costs, including land preparation, pre-planting, and planting costs, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples, in which the costs are expensed as incurred. Certain plant and preproduction costs are capitalized to property, plant and equipment, depending on the crop, and charged to cost of sales over the related useful life. All land development costs, including farm and soil improvements, are capitalized to property, plant and equipment. The useful lives for plant, preproduction, and land development costs capitalized to property, plant and equipment are 2 to 25 years, based on historical yields, climate and weather conditions, and likelihood of disease and pest interference. Recurring agricultural costs after the preproduction period, including ongoing pruning, fertilization, watering, and farm labor, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples and bananas, in which the costs are expensed as incurred, due to the continuous nature of the costs incurred throughout the year.

Marketing and Advertising Costs: Marketing and advertising costs, which include media, production, and other promotional costs, are generally expensed in the period in which the marketing or advertising first takes place. Marketing and advertising costs, included in selling, marketing and general and administrative expenses in the consolidated statements of operations, amounted to $12.3 million, $14.4 million and $14.3 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

Research and Development Costs: Research and development costs are expensed as incurred and are included in cost of sales or selling, marketing and general and administrative expenses in the consolidated statements of operations. Research and development costs amounted to $10.8 million, $9.7 million and $8.8 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

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recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. Dole establishes additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain positions that do not meet the minimum probability threshold, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In addition, once the recognition threshold for the tax position is met, only the portion of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority is recorded. The impact of provisions for uncertain tax positions, as well as the related net interest and penalties, are included in income taxes in the consolidated statements of operations. State income taxes and withholding taxes, which would be due upon the repatriation of foreign subsidiary earnings, have not been provided where the undistributed earnings are considered indefinitely invested.

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments, primarily money market funds and time deposits, with original maturities of three months or less. Cash and cash equivalents also include restricted amounts, which are de minimis and therefore not material to the financial statements.

Trade Receivables: Trade receivables less allowances are recognized at net realizable value, which approximates fair value. Credit risk related to trade receivables is mitigated due to the large number of customers dispersed worldwide. To reduce credit risk, Dole performs periodic credit evaluations of its customers but does not generally require advance payments or collateral. Additionally, Dole periodically estimates expected credit losses for all outstanding trade receivables to determine if a related impairment loss and allowance should be recognized. Dole estimates its allowance for credit losses for trade receivables on a collective pool basis when the Company believes similar risk characteristics exist among customers. For Dole, similar risk characteristics may include geographic region, type of customer, or market conditions, among other factors. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing customer credit monitoring, macroeconomic indicators, and historical credit loss information of customers and geographic regions. One customer, a large nationwide retailer, accounted for approximately 11% and 10% of Dole’s revenue during the years ended December 31, 2020 and December 28, 2019, respectively. No other individual customer accounted for greater than 10% of Dole’s revenues for the years ended December 31, 2020, December 28, 2019, or December 29, 2018, nor accounted for greater than 10% of Dole’s accounts receivable as of December 31, 2020 or December 28, 2019.

Dole adopted ASU 2016-13, Financial instruments – Credit losses (Topic 326) Measurement of credit losses on financial instruments (“ASC 326”), and subsequent amendments to the guidance effective December 29, 2019, the first day of the 2020 fiscal year. See Note 3 “New Accounting Pronouncements” and Note 6 “Trade Receivables and Grower Advances” for additional detail on the Company’s allowance for credit losses and ASC 326 adoption.

Grower Advances: Dole makes advances to third-party growers for various farming needs. Some of these advances are secured with crop harvests, property or other collateral owned by the growers.

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Dole monitors these receivables on a regular basis and periodically estimates expected credit losses for all outstanding grower advances to determine if a related impairment loss and allowance should be recognized. These expected credit losses are evaluated on a case-by-case basis and are based on historical credit loss information among other quantitative and qualitative factors. Grower advances are stated at the gross advance amount less allowances for expected credit losses. Grower advances are disaggregated into short-term advances that mature in twelve months or less, which are included within grower advance receivables, net, and long-term advances that are included in other assets, net, within the consolidated balance sheets. See Note 6 “Trade Receivables and Grower Advances” for additional detail on the allowance for credit losses of grower advances and the breakout of short-term and long-term advances.

Other Receivables: Other receivables consists primarily of miscellaneous notes receivable, hedging receivables, and receivables from governmental institutions. These receivables are recorded at net realizable value. Allowances against receivables are established based on specific account data and factors such as Dole’s historical losses, current economic conditions, age of receivables, the value of any collateral, and payment status compared to payment terms. Account balances are written off against the allowance if and when management determines the receivable is uncollectible.

Concentration of Credit Risk: Financial instruments that potentially subject Dole to a concentration of credit risk principally consist of cash equivalents, investments, derivative contracts, and grower advances. As discussed above, credit risk related to trade receivables is mitigated through the Company’s large customer base and periodic credit valuations. Dole maintains its cash and investments with high quality financial institutions. The counterparties to Dole’s derivative contracts, which are discussed in greater detail below, are major financial institutions. Grower advances are principally with farming enterprises and are generally secured by the underlying crop harvests, property, or other collateral owned by the growers.

Inventories: Inventories are valued at the lower of cost or net realizable value. Costs related to fresh fruit and fresh vegetables are determined on the first-in, first-out basis. Specific identification and average cost methods are also used primarily for certain packing materials and operating supplies. In the normal course of business, the Company incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning, and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. Generally, all recurring direct and indirect costs of growing crops for deciduous fruit, vegetables, citrus, and fresh fruit other than bananas and pineapples are capitalized into inventory. These costs are recognized into cost of sales during each harvest period. See Note 8 “Details of Certain Assets and Liabilities” for additional detail on the disaggregation of inventories by inventory class.

Investments in Unconsolidated Affiliates: Investments in unconsolidated affiliates and joint ventures with ownership of 20% to 50% are recorded using the equity method, provided Dole has the ability to exercise significant influence. All other unconsolidated investments are accounted for using the cost method. At December 31, 2020 and December 28, 2019, substantially all of Dole’s investments in unconsolidated affiliates and joint ventures have been accounted for under the equity method. See Note 20 “Investments in Unconsolidated Affiliates” for additional detail.

Dole evaluates its equity and cost method investments for impairment when facts and circumstances indicate that the carrying value of such investments may not be recoverable. Dole reviews several factors to determine whether the loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the investee, and whether Dole has the intent to sell or will be required to sell before the investment’s anticipated recovery. If a decline in fair value is determined to be other than temporary, an impairment charge is recorded in earnings. Dole did not recognize any impairment charges for investments in

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unconsolidated affiliates for the years ended December 31, 2020, December 28, 2019 and December 29, 2018.

Property, Plant and Equipment: Property, plant and equipment is stated at cost plus asset retirement obligations, if any, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of these assets. Dole reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset group. Routine maintenance and repairs are expensed as incurred. Dole did not recognize any impairment charges for property, plant and equipment for the years ended December 31, 2020, December 28, 2019 and December 29, 2018. See Note 10 “Property, Plant and Equipment” for additional detail on the major classes of property, plant and equipment and the respective useful lives of the asset classes.

Goodwill and Intangible Assets: Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Fair values for goodwill and intangible assets are determined based on discounted cash flows, market multiples, or appraised values, as appropriate. Dole tests goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter of each fiscal year and when there is an indicator of impairment. Dole defines each of its three operating business segments as reporting units for purposes of evaluating goodwill for impairment: Fresh Fruit, Fresh Vegetables, and Diversified.

Dole’s indefinite-lived intangible assets, primarily consisting of the DOLE brand trademark and trade name (“Dole brand”), are considered to have an indefinite life because they are expected to generate cash flows indefinitely and, as such, are not amortized. Indefinite-lived intangible assets are reviewed for impairment annually on the first day of the fourth quarter of each fiscal year, or more frequently if certain impairment indicators arise. From time to time, Dole also develops local trade names and other definite-lived intangible assets that are recorded at fair value and amortized on a straight-line basis over 5 to 10 years. These definite-lived intangible assets have not historically been material to Dole.

For the years ended December 31, 2020, December 28, 2019, and December 29, 2018, the Company qualitatively assessed whether it was more likely than not that the respective fair values of each reporting unit were less than their carrying amounts, inclusive of goodwill, and concluded that this condition did not exist. Similarly, the Company evaluated each indefinite-lived intangible asset and concluded that it was not more likely than not that the respective fair values of the indefinite-lived intangible assets were below the carrying amount. As such, Dole did not perform the first step of the two-step goodwill impairment test for any reporting unit or indefinite-lived intangible asset impairment test for any of the Company’s indefinite-lived intangible assets for the years ended December 31, 2020, December 28, 2019, and December 29, 2018.

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The Company is also monitoring for other long-term impacts of the COVID-19 pandemic, such as the impairment of goodwill, intangibles, or other long-lived assets. As of the end of the year, Dole has not identified indicators of impairment as a result of the pandemic.

See Note 11 “Goodwill and Intangible Assets” for additional detail.

Derivative Financial Instruments: Dole also holds derivative instruments to hedge against foreign currency exchange, fuel costs, and interest rates on long-term borrowings. Dole estimates the fair value of its derivatives, including any credit valuation adjustments, using market-based inputs. On December 29, 2019, the first day of the 2020 fiscal year, Dole adopted hedge accounting and designated qualifying cash flow hedges as hedging instruments. For these instruments, all realized gains and losses are included in earnings and unrealized gains and losses are included in accumulated other comprehensive loss. For all other hedges not designated as hedging instruments, all realized and unrealized gains and losses are included in earnings. See Note 15 “Derivative Financial Instruments” for additional detail on derivative instruments and the impact of the adoption of hedge accounting.

Cash Flow Hedges: The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows related to foreign currency exchange, fuel costs and interest rates on long-term borrowings. Dole enters into foreign currency exchange forward contracts and option contracts to hedge a portion of its forecasted revenue, cost of sales, and operating expense. Dole incurs significant fuel costs transporting products from the sourcing locations to the end customer (reseller). To mitigate the price uncertainty of future purchases of bunker fuel, Dole enters into bunker fuel swap contracts. Additionally, in order to mitigate interest rate uncertainty on long-term debt, Dole enters into interest rate swap agreements.

Fair Value of Financial Instruments: Dole’s financial instruments primarily comprise cash and cash equivalents, short and long-term investments, short-term trade and grower receivables, trade payables, notes receivable and notes payable, as well as long-term grower receivables, finance lease obligations, asset-based loans, term loan facilities, and notes. For short-term instruments, excluding Dole’s short-term Rabbi Trust investments that are recorded at fair value, the carrying amount approximates fair value because of the short maturity of these instruments. For the long-term financial instruments, excluding Dole’s secured notes, term loans and long-term Rabbi Trust investments, the carrying amount approximates fair value since they bear interest at variable or fixed rates which approximate market. See Note 16 “Fair Value Measurements” for additional detail.

Dole also holds retirement plan assets which are measured at fair value. Dole estimates the fair values of its retirement plan assets based on quoted market prices, dependent on availability. In instances where quoted market prices are not readily available, the fair value of the investment securities is estimated based on pricing models using observable or unobservable inputs.

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Leases: Dole leases fixed assets for use in operations where leasing offers advantages of operating flexibility and is less expensive than alternative types of funding. Dole also leases land in countries where land ownership by foreign entities is restricted or where purchasing is not a viable option. Dole adopted ASU 2016-02, Leases (Topic 842) (“ASC 842”) and subsequent amendments to the guidance effective December 30, 2018, the first day of the 2019 fiscal year, using the modified retrospective method.

Under ASC 842, Dole’s leases are evaluated at inception or at any subsequent modification and, depending on the lease terms, are classified as either finance or operating leases. For leases with terms greater than one year, the Company recognizes a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of lease payments over the lease term. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Many of Dole’s leases include rental escalation clauses, renewal options, and/or termination options that are factored into the determination of lease payments when appropriate. Dole’s lease agreements do not contain any residual value guarantees. The majority of Dole’s leases are classified as operating leases. Dole’s principal operating leases are for vessel containers that do not meet finance lease criteria, ports, land, and warehouse facilities. Dole’s finance leases primarily consist of vessel containers and machinery and equipment that meet the finance lease criteria. Dole’s decision to exercise renewal options is primarily dependent on the level of business conducted at the location and the profitability of the renewal.

During fiscal year 2018, Dole accounted for its leases under ASC 840, the previous lease guidance. Dole’s leases were evaluated at inception or at any subsequent modification and, depending on the lease terms, were classified as either capital leases or operating leases. Capital leases were included on the balance sheet similar to the accounting treatment of finance leases under ASC 842, with capital lease assets being included in property, plant & equipment, net, and capital lease liabilities being included within debt, net; however, operating leases were excluded from the balance sheet. For operating leases that included rent escalations, rent holidays or rent concessions, rent expense was recognized on a straight-line basis over the life of the lease, with associated prepaid or deferred rent recognized on the balance sheet. When adopting ASC 842, Dole did not reassess lease classification and therefore operating leases and capital leases under ASC 840 are considered operating leases and finance leases, respectively, under ASC 842.

Guarantees: Dole makes guarantees as part of its normal business activities. These guarantees include guarantees of the indebtedness of some of its key fruit suppliers and other entities integral to Dole’s operations. Dole also issues bank guarantees as required by certain regulatory authorities, suppliers, and other operating agreements, as well as to support the borrowings, leases, and other obligations of its subsidiaries. The majority of Dole’s guarantees relate to guarantees of subsidiary obligations and are scoped out of the initial measurement and recognition accounting requirements related to guarantees.

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Assets Held-for-Sale, Actively Marketed Property: Dole reports a business or assets as held-for-sale when management has approved or received approval to sell the business or assets and is committed to a formal plan, the business or assets are available for immediate sale, the business or assets are being actively marketed, the sale is anticipated to occur during the ensuing year, and the other specified criteria for classification are met. In certain situations when timing of the sale of land is uncertain, Dole classifies such assets as actively marketed property. A business or assets classified as held-for-sale or land classified as actively marketed property are recorded at the lower of their carrying amounts or estimated fair values less cost to sell. If the carrying amounts exceed their estimated fair values, losses are recognized. Depreciation is not recorded on assets classified as held-for-sale or on land improvements associated with actively marketed property. Assets and liabilities related to a business classified as held-for-sale and actively marketed property are segregated in the consolidated balance sheets, and major classes are separately disclosed in the notes to the consolidated financial statements commencing in the period in which the business or assets are classified as held-for-sale or actively marketed. See Note 9 “Assets Held-For-Sale and Actively Marketed Property” for additional detail.

Merger, Transaction and Other Related Costs: Dole records and separately states merger, transaction, and other related costs to reflect non-recurring acquisition and merger-related activities. These costs were not significant for the years ended December 31, 2020, December 28, 2019 and December 29, 2018.

Discontinued Operations: Dole determines whether a disposal of a component or a group of components of Dole is required to be presented as discontinued operations, when the disposal represents a strategic shift that had, or will have, a major effect on Dole’s operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. Income or loss related to discontinued operations was not material in the year ended December 31, 2020 and amounted to losses of $2.5 million and $3.9 million for the years ended December 28, 2019 and December 29, 2018, respectively. These losses primarily represent adjustments to tax-related indemnification accruals relating to issues that existed prior to the sale of Dole Asia to ITOCHU Corporation in 2013.

Note Receivable from Affiliate: In circumstances where the terms are not equivalent to those that prevail in an arm’s-length transaction, Dole accounts for loans to members as a reduction of members’ equity, and these loans are classified separately within the consolidated statement of members’ equity within note receivable from affiliate, as a direct reduction to total members’ equity. Interest on loans to members is recorded as an increase to additional paid- in capital and an increase to note receivable from affiliate, with payments decreasing note receivable from affiliate. Based on the nature of these equity transactions, cash movements related to these loans are considered financing activities within the consolidated statements of cash flows.

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Adopted

ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326)

In June 2016, the FASB issued ASU 2016-13, Financial instruments – Credit losses (Topic 326): Measurement of credit losses on financial instruments, and subsequent amendments to the guidance,

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including Codification improvements to Topic 326 in November 2018 (ASU 2018-19) and May 2019 (ASU 2019-04), and Targeted transition relief in May 2019 (ASU 2019-05). ASC 326 replaces the incurred loss methodology for measuring credit losses with an expected loss model. The amendment affects the measurement of credit losses of trade receivables and any other financial asset measured at amortized cost. The standard clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. The amendments are applied on either a prospective transition or modified-retrospective approach depending on the subtopic.

In addition, the FASB issued ASU 2019-10, Financial instruments – Credit losses (Topic 326), Derivatives and hedging (Topic 815), and Leases (Topic 842) – Effective dates and ASU 2020-02, Financial instruments – Credit losses (Topic 326) and Leases (Topic 842) – amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 119 and update to SEC section on effective date related to accounting standards update No. 2016-02, Leases (Topic 842). The guidance clarifies the effective dates of accounting amendments, including credit losses as described above and provides SEC Staff Guidance on credit losses measured at amortized cost. All accounting amendments discussed above are effective for public entities in annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Dole adopted this new accounting guidance on a prospective transition approach on December 29, 2019, the first day of Dole’s 2020 fiscal year. The adoption of this ASU did not have a material impact to the Company’s financial condition, results of operations, cash flows, and related disclosures. See Note 6 “Trade Receivables and Grower Advances” for additional detail on the Company’s allowance for credit losses.

ASU 2017-04 – Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment, to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures goodwill impairment by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of goodwill. Under the amended guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The elimination of Step 2 from the goodwill impairment test should reduce the cost and complexity of evaluating goodwill for impairment. Amendments should be applied on a prospective basis disclosing the nature of and reason for the change in accounting principle upon transition. Disclosure should be provided in the first annual period and in the interim period in which an entity initially adopts the amendments. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2019 and interim periods within those fiscal years. Dole adopted this new accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year and implemented the new goodwill impairment test during Dole’s annual goodwill assessment.

ASU 2017-12 – Derivatives and Hedging (Topic 815)

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The FASB issued this ASU to amend hedge accounting to enable entities to better portray hedging activities in the financial statements. The accounting guidance also aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements and includes targeted improvements related to the assessment of hedge effectiveness.

In addition, the FASB issued ASU 2019-10, Financial instruments – Credit losses (Topic 326), Derivatives and hedging (Topic 815), and Leases (Topic 842) – Effective dates. The guidance clarifies the effective dates of accounting amendments, including derivatives and hedging as described above. The accounting amendments are effective for public entities in annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Dole elected hedge accounting and adopted the new accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year.

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See Note 15 “Derivative Financial Instruments” for additional detail on the impact of hedge accounting and the application of this accounting guidance.

ASU 2018-13 – Fair Value Measurement (Topic 820)

In August 2018, the FASB issued ASU 2018-13, Fair value measurement (Topic 820) – Disclosure framework – changes to the disclosure requirements for fair value measurement. This ASU removed certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2019 and interim periods within those fiscal years. Dole adopted this new accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year. The adoption of this ASU did not have a material impact on Dole’s fair value disclosures.

ASU 2018-14 – Compensation – Retirement Benefits – Defined Benefit Plans

In August 2018, the FASB issued ASU 2018-14, Compensation – retirement benefits – Defined benefit plans – General (Subtopic 715-20) – Disclosure framework – Changes to the disclosure requirements for defined benefit plans. The ASU modified the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2020. Earlier application of this amendment is permitted. Dole early adopted this new accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year. The adoption of this ASU did not have a material impact on Dole’s disclosures. See Note 13 “Employee Benefit Plans” for additional detail.

ASU 2018-16 – Derivatives and Hedging (Topic 815)

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Dole elected hedge accounting and adopted the accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year. The adoption of this ASU did not have an impact on Dole’s financial condition, results of operations, cash flows or related disclosures, as Dole did not designate the Company’s interest rate swap hedge for hedge accounting. See Note 15 “Derivative Financial Instruments” for additional detail on the impact of hedge accounting and the application of this accounting guidance.

ASU 2018-17 – Targeted Improvements to Related Party Guidance for Variable Interest Entities (Topic 810)

In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities. This ASU provides guidance on whether an entity is required to consolidate a variable interest entity when indirect interests are held through related parties in common control arrangements. The guidance clarifies that indirect interests should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests to evaluate whether these entities should be consolidated. Dole adopted this accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year. The adoption of this ASU did not have a material impact to the Company’s financial condition, results of operations, cash flows, and related disclosures, but the Company will continue to consider this ASU in its ongoing consolidation analysis.

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ASU 2018-18 – Collaborative Arrangements (Topic 808)

In November 2018, the FASB issued ASU 2018-18, Collaborative arrangements (Topic 808) – Clarifying the interaction between Topic 808 and Topic 606. This ASU resolves the diversity in practice concerning the manner in which entities account for transactions based on their assessment of the economics of a collaborative arrangement. Guidance clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer and precludes recognizing revenue for consideration received from a collaborative arrangement if the participant is not a customer. The accounting amendment is effective for public entities in annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Dole adopted this new accounting guidance on December 29, 2019, the first day of Dole’s 2020 fiscal year. The adoption of this ASU did not have a material impact to the Company’s financial condition, results of operations, cash flows, and related disclosures.

New Accounting Pronouncements Not Yet Adopted

ASU 2019-12, Income Taxes (Topic 740)

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU introduces new guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction, and also provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax. The ASU also makes changes to the current guidance for making intraperiod allocations and determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, among other changes. The accounting amendment will be effective for public entities in annual periods beginning after December 15, 2020. Dole is assessing the effect of this accounting guidance on its consolidated financial statements and its method and timing of adoption.

ASU 2020-01 Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815. This update could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. The accounting amendment will be effective for public entities in annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Dole is assessing the effect of this accounting guidance on its consolidated financial statements and its method and timing of adoption.

ASU 2020-04 – Reference rate reform (Topic 848) – Facilitation of the effects of reference rate reform on financial reporting

In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848) – Facilitation of the effects of reference rate reform on financial reporting. The amendments in this update provide optional expedients and exceptions related to accounting for transactions affected by reference rate reform. The amendments only apply if certain criteria are met. The amendments in this update apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

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In addition, in January 2021, the FASB issued ASU 2021-01, Amendments to reference rate reform (Topic 848). The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this update also capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. All amendments discussed above are elective and are effective upon issuance for all entities. Dole is assessing the effect of this accounting guidance on its consolidated financial statements and its method and timing of adoption.

ASU 2020-10 – Codification Improvements

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in this update seek to clarify guidance being applied in an inconsistent manner, however amendments are not expected to result in a significant change in practice. The amendments in this update are effective for public entities in annual periods beginning after December 15, 2020. Dole is assessing the effect of this accounting guidance on its consolidated financial statements and its method and timing of adoption.

NOTE 4 — OTHER EXPENSE, NET

Included in other expense, net in Dole’s consolidated statements of operations are the following items:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Unrealized gain (loss) on foreign intercompany borrowings	$	(15,218	)	$	(7,275	)	$	10,978
Realized (loss) on foreign intercompany borrowings		—			—			(1,929	)
Non-cash realized gain (loss) on foreign intercompany borrowings		(4,908	)		11,584			—
Unrealized gain (loss) on fair value hedge derivative instruments		5,112			(4,418	)		(1,867	)
Realized (loss) on fair value hedge derivative instruments		(5,782	)		(2,051	)		(3,836	)
Realized (loss) on non-designated cash flow hedge derivative instruments		(4,470	)		—			—
Gain (loss) on investments		2,820			3,059			(672	)
Refinancing and other debt related costs		—			—			(5,458	)
Non-service components of net periodic pension benefit costs		(7,448	)		(4,811	)		(5,072	)
Other		589			596			515

Other expense, net	$	(29,305	)	$	(3,316	)	$	(7,341	)

NOTE 5 — CHARGES FOR RESTRUCTURING

2018 Restructuring

During the second quarter of 2018, Dole committed to a worldwide restructuring and reorganization. Major initiatives included reducing headcount costs, exiting certain business lines and activities, as well as optimizing marketing spend. In connection with the plan, Dole has relocated

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certain corporate and administrative functions to North Carolina and Costa Rica, including finance, information technology, legal and executive departments.

Dole incurred $1.3 million of restructuring charges during the year ended December 31, 2020 which are included in selling, marketing and general and administrative expenses on the consolidated statement of operations. Dole incurred $2.2 million and $13.3 million of restructuring charges during the years ended December 28, 2019 and December 29, 2018, respectively. Of the charges incurred during the year ended December 28, 2019, $0.8 million was included in costs of products sold and $1.4 million was included within selling, marketing and general and administrative expenses on the consolidated statement of operations. Of the charges incurred during the year ended December 29, 2018, $6.5 million was included in cost of sales and $6.8 million was included in selling, marketing and general and administrative expenses on the consolidated statement of operations. Dole has incurred cumulative restructuring charges of approximately $16.8 million through the year ended December 31, 2020 related to the 2018 restructuring plan. Of the $16.8 million incurred, $9.4 million relates to cumulative severance charges.

A rollforward of Dole’s restructuring liabilities related to the 2018 restructuring, which are classified in accrued liabilities in the consolidated balance sheets, is summarized as follows:


	Severance and Other Employee- Related Costs			Lease Abandonment Costs and Other			Total
	(In thousands)
Balance as of December 29, 2018	$	4,676		$	1,640		$	6,316
Charges incurred		1,391			856			2,247
Cash payments		(5,556	)		(978	)		(6,534	)
Non-cash		—			(1,518	)		(1,518	)

Balance as of December 28, 2019	$	511		$	—		$	511
Charges incurred		1,064			240			1,304
Cash payments		(374	)		(160	)		(534	)

Balance as of December 31, 2020	$	1,201		$	80		$	1,281

Dole does not expect to incur further material restructuring costs in connection with this restructuring plan.

2017 Restructuring

Dole incurred no restructuring charges for the year ended December 31, 2020. Dole incurred restructuring charges of approximately $0.3 million and $3.6 million during the years ended December 28, 2019 and December 29, 2018, respectively. All of the charges incurred during the year ended December 28, 2019 were included in selling, marketing and general and administrative expenses and all of the charges incurred during the year ended December 29, 2018 were included in cost of sales on the consolidated statement of operations, respectively. Dole incurred cumulative restructuring costs of $25.8 million through the year ended December 28, 2019 related to the 2017 restructuring plan. Of the $25.8 million incurred, $2.2 million relate to cumulative severance charges.

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A rollforward of Dole’s restructuring liabilities related to the 2017 restructuring, which are classified in accrued liabilities in the consolidated balance sheets, is summarized as follows:


	Severance and Other Employee- Related Costs			Lease Abandonment Costs and Other			Total
	(In thousands)
Balance as of December 29, 2018	$	346		$	4,412		$	4,758
Charges incurred (reversed)		(18	)		306			288
Net cash (payments)		(269	)		(3,079	)		(3,348	)

Balance as of December 28, 2019	$	59		$	1,639		$	1,698
Charges (reversed)		(7	)		—			(7	)
Net cash (payments)		(52	)		(633	)		(685	)

Balance as of December 31, 2020	$	—		$	1,006		$	1,006

Dole does not expect to incur further material restructuring costs in connection with this restructuring plan.

NOTE 6 — TRADE RECEIVABLES AND GROWER ADVANCES

ASC 326 – Credit Losses

The Company adopted ASC 326 on December 29, 2019, the first day of Dole’s 2020 fiscal year. The new guidance requires significant changes to how entities measure credit losses, replacing the incurred loss approach with an expected loss model for instruments measured at amortized cost. See below for additional detail on the Company’s receivables and allowance for credit losses.

Trade Receivables

Trade receivables as of December 31, 2020 and December 28, 2019 were $382.4 million and $372.4 million, net of allowances of $19.4 million and $20.5 million, respectively. The allowance for trade receivables consists of two components: 1) allowance for credit losses of $18.4 million and $19.5 million as of December 31, 2020 and December 28, 2019, respectively; and 2) allowance for sales deductions of $1.0 million as of December 31, 2020 and December 28, 2019. Allowances for sales deductions are accounted for under the scope of ASC 606, Revenue Recognition, and have historically not been material.

As a result of Dole’s robust credit monitoring practices, the industry in which it operates, and the nature of its customer base, the credit losses associated with trade receivables have been historically insignificant in comparison to annual net sales. The allowance for credit losses on trade receivables is measured on a collective pool basis when the Company believes similar risk characteristics exist among customers. For Dole, similar risk characteristics may include geographic region, type of customer, or market conditions, among other factors. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing customer credit monitoring, macroeconomic indicators, and historical credit loss on customers and geographic regions.

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A rollforward of the allowance for credit losses for trade receivables was as follows:


	Amount
	(In thousands)
Balance as of December 28, 2019	$	19,477
Provision for uncollectible accounts		4,324
Deductions to allowance related to write-offs		(2,938	)
Recoveries of amounts previously reserved		(3,154	)
Reclassifications		671

Balance as of December 31, 2020	$	18,380

Grower Advances

The Company makes both cash advances and material advances to third-party growers for various production needs on the farms including labor, fertilization, irrigation, pruning, and harvesting costs. Some of these advances are secured with property or other collateral owned by the growers.

Grower advances are categorized as either working capital advances or term advances. Working capital advances are made during a normal growing cycle for operating costs and other subsistence allowances to the farmers. These advances are short-term in nature and are intended to be repaid with the excess cash proceeds from the current crop harvest. Short-term grower loans and advances, whether secured or unsecured, are classified as grower advance receivables, net in the consolidated balance sheets.

Term advances are made to allow the grower to make capital improvements to the land or prepare it for development. These advances are long-term in nature and may or may not bear interest. Accrued interest on these arrangements has not been historically significant to the financial statements. These advances usually do not have defined repayment terms but are payable over the term of the supply agreement with the excess cash proceeds from the crop harvest after payment of any outstanding working capital advances. The term of the supply agreement is generally five to ten years. Term advances are classified as other assets, net in the consolidated balance sheets.

The following table summarizes the short-term and long-term portions of grower advances as of December 31, 2020 and December 28, 2019:


	December 31, 2020						December 28, 2019
	Short-Term			Long-Term			Short-Term			Long-Term
	(In thousands)
Gross advances to growers and suppliers	$	54,703		$	6,489		$	59,701		$	6,831
Allowance for advances to growers and suppliers		(3,395	)		(519	)		(3,660	)		(329	)

Net advances to growers and suppliers	$	51,308		$	5,970		$	56,041		$	6,502

Dole generally considers an advance to a grower to be past due when the advance is not fully recovered by the excess cash proceeds on the current year crop harvest, or the advance is not repaid by the excess cash proceeds by the end of the supply term agreements. Of the $57.3 million and

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$62.5 million of net advances to grower and suppliers at December 31, 2020 and December 28, 2019, respectively, $6.2 million and $8.2 million, respectively, was considered past due.

The following table details the advances to growers and suppliers including the related allowance based on their credit risk profile:


	December 31, 2020			December 28, 2019
	(In thousands)
Gross Secured Advances	$	33,717		$	18,037
Allowances for Secured Advances		(1,150	)		(1,084	)
Gross Unsecured Advances		27,475			48,495
Allowances for Unsecured Advances		(2,764	)		(2,905	)

Balance, end of the year	$	57,278		$	62,543

NOTE 7 — INCOME TAXES

Income tax expense (benefit) from continuing operations was as follows:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Current
Federal, state and local	$	4,215		$	3,547		$	6,388
Foreign		25,193			23,892			26,398

		29,408			27,439			32,786

Deferred
Federal, state and local		3,261			(4,254	)		16,086
Foreign		(1,023	)		(807	)		(1,438	)

		2,238			(5,061	)		14,648

Non-current income tax expense (benefit)
Federal, state and local		1,172			2,957			(70,380	)
Foreign		(9,036	)		(1,299	)		12,666

		(7,864	)		1,658			(57,714	)

	$	23,782		$	24,036		$	(10,280	)

Pretax income (loss) from continuing operations before equity earnings was as follows:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
U.S.	$	(33,310	)	$	(60,779	)	$	(141,923	)
Non-U.S		99,548			129,182			123,275

	$	66,238		$	68,403		$	(18,648	)

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Dole’s reported income tax expense (benefit) on continuing operations differed from the expense calculated using the U.S. federal statutory tax rate for the following reasons:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Expense computed at U.S. federal statutory income tax rate of 21%	$	13,910		$	14,365		$	(3,916	)
Foreign income taxed at different rates		10,525			331			5,622
State and local income tax, net of federal income taxes		3,518			(247	)		(192	)
Change in valuation allowances		4,201			6,502			7,908
Changes in liabilities for uncertain tax positions, net of tax benefits		(8,373	)		1,028			9,854
Transaction, insurance litigation and other related costs		—			280			2,441
Write-offs		—			1,728			—
Mandatory transition tax, net		—			—			(31,945	)
Impact of federal tax rate change on deferred taxes		—			—			(14	)
Permanent items and other		1			49			(38	)

Income tax expense (benefit)	$	23,782		$	24,036		$	(10,280	)

Deferred tax assets (liabilities) comprised the following:


	December 31, 2020			December 28, 2019
	(In thousands)
Intangibles	$	(59,757	)	$	(59,076	)
Property, plant and equipment		(54,672	)		(58,792	)
Investments and other asset basis differences		10,449			9,952
Postretirement benefits		21,858			21,608
Operating accruals		12,949			12,352
Tax credit carryforwards		8,716			11,670
Net operating loss and other carryforwards		64,467			61,961
Valuation allowances		(93,233	)		(89,963	)
Interest expense disallowance		19,924			23,455
Other, net		9,728			6,417

	$	(59,571	)	$	(60,416	)

Dole has gross state and foreign net operating loss carryforwards of $806.0 million and $86.9 million, respectively, at December 31, 2020. Dole has recorded deferred tax assets of $42.0 million which has been offset by $0.1 million of liabilities for uncertain tax positions for state net operating loss carryforwards with varying expiration rules, which, if unused, approximately $21.1 million will expire between 2021 and 2030. Dole has recorded deferred tax assets of $22.6 million for foreign net operating loss carryforwards which are subject to varying expiration rules. State tax credit carryforwards of $10.0 million include $9.9 million which will expire between 2021 and 2030, and $0.1 million which can be carried forward indefinitely. Dole has $0.8 million of foreign tax credit carryforwards which, if unused, will expire in 2029.

A valuation allowance has been established to offset a portion of the federal interest expense disallowance, certain state net operating loss carryforwards, certain state tax credits and certain other

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state deferred tax assets, certain foreign net operating loss carryforwards, and certain other deferred tax assets in foreign jurisdictions. Dole has deemed it more likely than not that future taxable income in the relevant taxing jurisdictions will be insufficient to realize all of the related income tax benefits for these assets. The net increase in valuation allowances in fiscal year 2020 debited to equity related items was $0.1 million.

Total deferred tax assets and deferred tax liabilities were as follows:


	December 31, 2020			December 28, 2019
	(In thousands)
Deferred tax assets	$	285,111		$	266,082
Deferred tax asset valuation allowance		(93,233	)		(89,963	)

		191,878			176,119
Deferred tax liabilities		(251,449	)		(236,535	)

Net deferred tax liabilities	$	(59,571	)	$	(60,416	)

Total net non-current deferred tax assets (liabilities) consist of:
Net non-current deferred tax assets*		15,751			14,651
Net non-current deferred tax liabilities		(75,322	)		(75,067	)

Total net non-current deferred tax assets (liabilities)		(59,571	)		(60,416	)

Total net deferred tax liabilities	$	(59,571	)	$	(60,416	)

*	Net non-current deferred tax assets are classified in other assets, net in the consolidated balance sheets.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits was as follows:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Unrecognized tax benefits - beginning balance	$	56,571		$	76,293		$	65,736
Gross increases - tax positions in current period		829			450			—
Gross increases - tax positions in prior period		27			1,490			21,866
Gross decreases - tax positions in prior period		(1,689	)		(2	)		(3,035	)
Settlements		(3,438	)		(19,796	)		(4,838	)
Lapse of statute of limitations		(4,496	)		(1,864	)		(3,436	)

Unrecognized tax benefits - ending balance	$	47,804		$	56,571		$	76,293

The total for unrecognized tax benefits, including interest and penalties, was $56.5 million, $68.3 million and $87.7 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively. If recognized, approximately $54.8 million, net of federal and state tax benefits, would be recorded as a component of income tax expense and accordingly impact the effective tax rate.

Dole recognizes accrued interest and penalties related to its unrecognized tax benefits as a component of income taxes in the consolidated statements of operations. Accrued interest and penalties, before tax benefits, of $8.7 million and $11.7 million at December 31, 2020 and

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December 28, 2019, respectively, were included as a component of other long-term liabilities in the consolidated balance sheets. At this time, Dole believes that it is reasonably possible that the total amount of unrecognized tax benefits could decrease within the next twelve months by approximately $15.0 million related to taxation of foreign income and transfer pricing issues.

Undistributed Foreign Earnings: Prior to the enactment of the 2017 Tax Cuts and Jobs Act (“Tax Act”), with few exceptions, U.S. federal income and foreign withholding taxes had not been provided on the excess of the amount for financial reporting over the tax basis of investments in Dole’s foreign subsidiaries that were essentially permanent in duration. With the enactment of the Tax Act, all post-1986 previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, Dole intends to continue to invest most or all of these earnings, as well as the Company’s capital in these subsidiaries, indefinitely outside of the U.S. and does not expect to incur any significant, additional taxes related to such amounts. Also, from time to time, Dole may choose to repatriate anticipated future earnings of which some portion may be subject to tax and increase Dole’s overall tax expense for that year. As of December 31, 2020, Dole has not made a provision for state or foreign withholding taxes on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are indefinitely reinvested.

NOTE 8 — DETAILS OF CERTAIN ASSETS AND LIABILITIES

Inventories


	December 31, 2020		December 28, 2019
	(In thousands)
Inventories:
Finished products	$	88,959	$	103,772
Raw materials and work in progress		72,193		71,346
Crop growing costs		36,665		30,623
Agricultural and other operating supplies		22,546		25,382

	$	220,363	$	231,123

Physical goods that have completed production and are held-for-sale in the ordinary course of business are classified as finished products. Inventories classified as raw materials represent goods that will be consumed in production, such as fresh fruit or vegetables to be modified from their original form and awaiting packaging, as well as items such as consumer packing, labels, and pallets. Goods that are in the course of production are classified as work in progress. Inventories classified as crop growing costs include costs incurred up to the time crops are produced in commercial quantities. In addition, agricultural and other operating supplies that are consumed indirectly in production are also capitalized into inventory, such as ripening agents, fertilizer, and fuel.

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Accrued Liabilities


	December 31, 2020		December 28, 2019
	(In thousands)
Accrued liabilities:
Environmental and insurance reserves	$	1,064	$	2,618
Employee-related costs and benefits		118,127		112,179
Amounts due to growers		117,645		102,067
Sales, marketing and advertising		34,240		30,526
Shipping related costs		73,385		57,670
Materials and supplies		13,644		17,814
Accrued interest		2,599		4,152
Deferred income		1,078		1,192
Liability for unrecognized tax benefits		—		5,532
Other taxes		6,730		8,473
Foreign currency forward contracts		12,048		8,892
Miscellaneous other accrued liabilities		32,017		26,419

	$	412,577	$	377,534

Other Long-Term Liabilities


	December 31, 2020		December 28, 2019
	(In thousands)
Other long-term liabilities:
Accrued postretirement and other employee benefits	$	153,916	$	157,685
Income taxes payable		45,831		51,223
Liability for unrecognized tax benefits		56,465		62,524
Miscellaneous other long-term liabilities		20,612		18,656

	$	276,824	$	290,088

Miscellaneous other long-term liabilities primarily include liabilities related to the Company’s interest rate swap hedge and accrued litigation reserves and legal costs. See Note 15 “Derivative Financial Instruments” for additional detail on the Company’s interest rate swap and Note 17 “Commitments and Contingencies” for additional detail on the Company’s legal activity.

NOTE 9 — ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY

Assets held-for-sale

During the year ended December 31, 2020, Dole approved and committed to sell real estate in Sweden and two warehouses in North America. Dole transferred assets of $3.5 million and liabilities of

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$0.1 million to assets and liabilities held-for-sale, respectively, for the Sweden property, and $2.4 million of assets to assets held-for-sale for the North America properties. During the year ended December 31, 2020, Dole completed the sale of these assets in Sweden and North America that were designated as held-for-sale. Total gain on the sale in Sweden was $5.1 million and total gain on the sales in North America was $0.7 million. As of December 31, 2020, assets held-for-sale consist of two additional North America properties approved for sale. There are no liabilities held-for-sale as of December 31, 2020.

During the year ended December 28, 2019, Dole sold the Swedish fresh cut salad business which had assets with a net book value of $39.5 million and liabilities of $14.8 million. Total gain from the sale of the Swedish fresh cut salad business was $17.9 million. Dole concluded that it was not probable that the remaining assets within Sweden and Finland would be sold within the next year and therefore no longer qualified as held-for-sale. As a result, the Company reversed assets with a net book value of $5.8 million and liabilities of $1.0 million back to their respective line items. In addition, during the year ended December 28, 2019, Dole began to actively market the Livingston ranch property associated with the Company’s Fresh Vegetables division. As a result, the property was reclassified to assets held-for-sale. The property had assets with a net book value of $7.1 million and no associated liabilities. Dole sold the Livingston ranch property during the year ended December 28, 2019, which resulted in the disposal of all assets held-for-sale. Total gain from the sale of the Livingston ranch was $3.0 million. As of December 28, 2019, there were no assets or liabilities held-for-sale.

During the year ended December 29, 2018, Dole sold the Corporate headquarters building in California and recognized a net gain of $7.3 million. Dole also recognized a net gain of $0.7 million in 2018 related to the resolution of an earn-out payment received from the sale of the Swedish flower business that was sold during 2017 and previously classified as assets held-for-sale.

A rollforward of assets held-for-sale was as follows:


	Amount
	(In thousands)
Balance as of December 29, 2018	$	45,599
Additions related to the Livingston ranch		7,136
Sale of the fresh cut salad business		(39,469	)
Sale of Livingston ranch		(7,136	)
Foreign currency translation and other adjustments		(336	)
Reclassifications to property, plant and equipment, net		(5,794	)

Balance as of December 28, 2019	$	—
Additions related to Sweden property		3,509
Additions related to North America property		2,421
Additions related to other property		255
Sale of Sweden property		(3,509	)
Sale of North America property		(2,421	)

Balance as of December 31, 2020	$	255

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A rollforward of liabilities held-for-sale in accrued liabilities on the consolidated balance sheets was as follows:


	Amount
	(In thousands)
Balance as of December 29, 2018	$	15,919
Sales of the fresh cut salad businesses		(14,833	)
Foreign currency translation and other adjustments		(65	)
Reclassifications to miscellaneous other accrued liabilities		(1,021	)

Balance as of December 28, 2019	$	—
Additions related to Sweden property		75
Sale of Sweden property		(75	)

Balance as of December 31, 2020	$	—

The major classes of assets included in assets held-for-sale in the consolidated balance sheets were as follows:


	December 31, 2020
	(In thousands)
Property, plant and equipment, net	$	255

	$	255

Actively marketed property

During the year ended December 31, 2020, Dole sold 349 acres of actively marketed Hawaii land with a net book value of $8.8 million and recognized a gain of $6.3 million. The Company also reclassified $3.0 million of actively marketed property to land and land improvements within property, plant and equipment, net, related to land in Latin America with a net book value of $0.2 million and real estate in Latin America of the former fresh cut flowers division with a net book value of $2.8 million, as Dole concluded that it was not probable that the property would be sold within the next year. During the year ended December 28, 2019, Dole sold approximately 3,800 acres of land in Hawaii with a net book value of $5.1 million and recognized a gain of $2.9 million. During the year ended December 29, 2018, Dole sold approximately 4,200 acres of land in Hawaii with a net book value of $26.2 million and recognized a gain of $5.9 million. As of December 31, 2020, actively marketed property consisted of approximately 5,051 acres of Hawaii land, with a net book value of $47.1 million.

A rollforward of actively marketed property was as follows:


	Amount
	(In thousands)
Balance as of December 29, 2018	$	63,952
Transfer to land and land improvements		(50	)
Hawaii land sales		(5,062	)

Balance as of December 28, 2019	$	58,840
Transfer to land and land improvements		(2,963	)
Hawaii land sales		(8,796	)

Balance as of December 31, 2020	$	47,081

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NOTE 10 — PROPERTY, PLANT AND EQUIPMENT

Major classes of property, plant and equipment were as follows:


	December 31, 2020			December 28, 2019
	(In thousands)
Land and land improvements	$	480,291		$	484,264
Buildings and leasehold improvements		300,832			291,733
Machinery and equipment		379,613			346,922
Computer software		26,588			24,306
Vessels and containers		289,708			290,174
Machinery and equipment and vessel containers under finance leases		64,844			45,666
Construction in progress		164,181			128,507

		1,706,057			1,611,572
Accumulated depreciation		(580,419	)		(514,772	)

	$	1,125,638		$	1,096,800

Depreciation is computed by the straight-line method over the estimated useful lives of the assets as follows:


		Years
Land improvements		2 to 35
Buildings and leasehold improvements*		2 to 50
Machinery and equipment		1 to 35
Computer software		1 to 10
Vessels and containers		5 to 21
Machinery and equipment and vessel containers under finance leases		Shorter of useful life or life of lease

*	Leasehold improvements are depreciated using the shorter of the useful life or life of the lease.

Depreciation expense on property, plant and equipment totaled $91.4 million, $88.1 million and $89.6 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively. Interest expense capitalized into property, plant and equipment was $4.2 million and $0.9 million for the years ended December 31, 2020 and December 28, 2019, respectively.

NOTE 11 — GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill was $329.8 million as of December 31, 2020 and December 28, 2019.

Details of Dole’s intangible assets as of December 31, 2020 were as follows:


	Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Dole brand name		—	$	250,000	$	—		$	250,000
Water rights		—		4,246		—			4,246
Other		6 years		215		(68	)		147

			$	254,461	$	(68	)	$	254,393

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Details of Dole’s intangible assets as of December 28, 2019 were as follows:


	Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Dole brand name		—	$	250,000	$	—		$	250,000
Water rights		—		4,276		—			4,276
Other		6 years		215		(36	)		179

			$	254,491	$	(36	)	$	254,455

A rollforward of intangible assets excluding goodwill for the years ended December 31, 2020 and December 28, 2019 was as follows:


	Amount
	(In thousands)
Balance as of December 29, 2018	$	254,323
Additions		146
Amortization		(36	)
Foreign exchange impact		22

Balance as of December 28, 2019	$	254,455
Amortization		(32	)
Foreign exchange impact		(30	)

Balance as of December 31, 2020	$	254,393

As of December 31, 2020, the estimated amortization expense associated with Dole’s intangible assets for each of the next five fiscal years was as follows:


	Amount
	(In thousands)
2021	$	37
2022		37
2023		37
2024		36
2025		—

Total	$	147

Dole evaluates goodwill and other indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that impairment may exist. There was no impairment of goodwill or intangible assets recorded for the years ended December 31, 2020, December 28, 2019 and December 29, 2018.

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NOTE 12 — NOTES PAYABLE AND LONG-TERM DEBT

Notes payable and long-term debt consisted of the following:


	December 31, 2020			December 28, 2019
	(In thousands)
Secured debt:
ABL revolving credit facility	$	15,900		$	45,800
Term loan		866,875			896,563
Senior secured notes		300,000			300,000
Vessel financing loan facility		67,063			76,313
Other financing arrangements		29,355			33,982
Notes payable, at a weighted average interest rate of 9.0% in 2019		—			5,305
Finance lease obligations, at a weighted average interest rate of 5.6% in 2020 (5.8% in 2019)		41,086			31,741

		1,320,279			1,389,704
Unamortized debt discounts and debt issuance costs		(14,223	)		(17,947	)

		1,306,056			1,371,757
Current maturities, net of unamortized debt discounts and debt issuance costs		(75,504	)		(53,958	)

Long-term debt, net	$	1,230,552		$	1,317,799

Term Loan, ABL Revolving Credit Facility and Senior Secured Notes

On April 6, 2017, Dole entered into a term loan credit agreement (the “term loan”) and an asset-based revolving credit agreement (the “ABL revolver”) with certain lenders (the term loan and the ABL revolver, together, the “credit facilities”). During March and April 2018, Dole obtained lender consents under each of these named agreements and the 2025 Notes (as defined below) to allow Total Produce to become a permitted debt holder.

The credit facilities included syndicated borrowings under a term loan of $950.0 million, that bears interest, at Dole’s option, at either (i) LIBOR plus 2.75% to 3.00%, with a LIBOR floor of 1.00% or (ii) a base rate plus 1.75% to 2.00%, in each case, based on Dole’s first lien net leverage ratio. Commencing on September 30, 2017, principal payments of approximately $5.9 million are due annually during the first four years and principal payments of approximately $11.9 million are due annually during the remainder of the term of the facility, with the balance due on the maturity date of April 6, 2024. On April 3, 2018, the term loan interest rate was amended to bear interest at either (i) LIBOR plus 2.75% with a LIBOR floor of 1.00% or (ii) a base rate plus 1.75%. At December 31, 2020 and December 28, 2019, amounts outstanding under the term loan were $866.9 million and $896.6 million, respectively. As discussed in Note 15 “Derivative Financial Instruments”, during 2018, Dole entered into an interest rate swap to fix $300.0 million of the credit facilities’ variable rate debt to fixed rate debt.

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April 6, 2022. At December 31, 2020, the borrowing base was $126.7 million, which was the lower of the borrowing base or the Total Revolving Commitment. Dole’s borrowings under the ABL revolver were $15.9 million at December 31, 2020. After taking into account approximately $21.1 million of outstanding letters of credit issued under the ABL revolver, Dole had $89.7 million available for cash borrowings. At December 28, 2019, Dole had $70.3 million available for cash borrowings.

Dole’s borrowings under the credit facilities are secured by substantially all the U.S. assets of Dole and its material domestic subsidiaries. The borrowings of Solvest, Ltd. and Dole Finance International, LLC under the ABL revolver are secured by substantially all the assets of Dole’s material Bermudan subsidiaries.

Additionally, on April 6, 2017, Dole completed the sale and issuance of $300.0 million aggregate principal amount of 7.25% Senior Secured Notes due June 15, 2025 (“2025 Notes”). The 2025 Notes were sold to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933 (“Securities Act”), and to persons outside the U.S. in compliance with Regulation S under the Securities Act, who are exempt from the registration requirements of the Securities Act. Interest is due semi-annually in arrears on June 15 and December 15 of each year. The 2025 Notes are secured by substantially all U.S. assets of Dole and its material U.S. subsidiaries and is junior to the security interest of the obligations under the credit facilities.

Vessel Financing Loan Facility

On December 11, 2015, Dole entered into secured loan facilities (“vessel facility”) of up to $111.0 million, in the aggregate, to finance a portion of the acquisition costs of three new vessels. The vessel facility consists of three tranches, each tied to a specific vessel, which allowed Dole to borrow up to 70% or $37.0 million of the contract cost of each vessel, collateralized by the completed vessel. Principal and interest payments are due annually in arrears for 48 consecutive installments. The vessel facility bears interest at a rate per annum equal to LIBOR plus 2.00% to 3.25% and will mature on May 18, 2028. At December 31, 2020 and December 28, 2019, Dole’s borrowings under the vessel facility were $67.1 million and $76.3 million, respectively.

On October 30, 2020, Dole entered into two secured loan agreements of $49.1 million, in the aggregate, to finance a portion of the acquisition costs of two new vessels, which are expected to be delivered in 2021. Each agreement is tied to a specific vessel which allows Dole to borrow 60%, or $24.5 million, of the contract cost of each vessel, collateralized by the complete vessel. Principal and interest payments are due semi-annually in arrears for 18 consecutive installments. Each vessel facility bears interest at a rate per annum equal to LIBOR plus 3.25% and will mature nine years from utilization. During the year ended December 31, 2020, Dole incurred $0.6 million in debt issuance costs related to the new vessel financing loan facilities. The loan agreements will be funded during fiscal year 2021. See Note 22 “Subsequent Events” for additional detail on vessel financing.

Other Financing Arrangements

On June 23, 2016, Dole acquired approximately 1,000 gross hectares of farms in Chile for $36.0 million. In connection with the purchase, Dole entered into a secured long-term asset financing arrangement for $28.8 million to finance 80% of the farm purchase. The terms of the financing arrangement include a 5-year loan of $5.7 million due in July 2021, and a 10-year loan of $23.1 million due in June 2026. The 5-year loan bears interest at a rate per annum equal to LIBOR plus 2.60%, and the 10-year loan bears interest at a rate per annum equal to LIBOR plus 3.15%. Principal and interest payments are due semi-annually in arrears. The long-term financing arrangement is collateralized by the farms and related assets. At December 31, 2020 and December 28, 2019, Dole’s borrowings under this arrangement were $17.3 million and $20.2 million, respectively.

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On July 1, 2016, Dole acquired approximately 837 gross hectares of pineapple farms in Costa Rica. In connection with the purchase, Dole entered into a secured long-term asset financing arrangement for up to $16.0 million to finance the farm purchase. The term of the financing arrangement includes a 10-year loan of $16.0 million due in July 2026. The 10-year loan bears interest at a rate per annum equal to LIBOR plus 5.00%, adjustable annually, with a floor rate of 5.50% per annum. Interest only payments were due monthly in arrears for the first two years. Effective August 1, 2018, principal and interest payments are due monthly in arrears. The long-term financing arrangement is collateralized by the farms and related assets. At December 31, 2020 and December 28, 2019, Dole’s borrowings under this arrangement were $12.1 million and $13.8 million, respectively.

Notes Payable

As of December 31, 2020, there were no note payable outstanding, and as of December 28, 2019, there were $5.3 million of note payable outstanding, primarily related to a short-term credit facility.

Finance Lease Obligations

At December 31, 2020 and December 28, 2019, Dole’s finance lease obligations of $41.1 million and $31.7 million, respectively, primarily relate to machinery and equipment and vessel containers, which continue through 2032. See Note 14 “Leases” for additional detail on finance lease obligations including maturities.

Covenants and Restrictions

Provisions under the term loan and the ABL revolver include limitations on, among other things, indebtedness, investments, liens, loans to subsidiaries, employees and third-parties, the issuance of guarantees and the payment of dividends.

In order for certain payments such as dividends or investments to be made, Dole must satisfy certain payment conditions which include: (i) availability under the ABL shall exceed the greater of (A) $20.0 million and (B) 15% of the Line Cap (as defined in the definitive documentation for the ABL revolver, but which is $126.7 million as of December 31, 2020), and (ii) Dole would be required to comply with a minimum fixed charge coverage ratio of 1:1, unless availability exceeds the greater of (A) $25.0 million and (B) 20% of Line Cap. In addition, if the availability under the ABL revolver were to fall below the greater of (i) $15.0 million and (ii) 10% of the lesser of the Total Revolving Commitment and the Borrowing Base (as defined in the credit agreement), then Dole would be required to comply with a minimum fixed charge coverage ratio covenant. At December 31, 2020 and December 28, 2019, Dole had sufficient availability, and the fixed charge coverage ratio covenant under the ABL revolver was not applicable.

The term loan requires Dole to maintain compliance with a maximum first lien net leverage ratio, which was initially set at 6.00 to 1.00 beginning in the third fiscal year 2017, with step-downs to (i) 5.75 to 1.00 for each fiscal quarter of the 2019 and 2020 fiscal years and (ii) 5.50 to 1.00 for each fiscal year thereafter. At December 31, 2020 and December 28, 2019, Dole was in compliance with all applicable covenants.

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the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under Dole’s indebtedness were to accelerate the payment of the indebtedness, Dole cannot give assurance that its assets would be sufficiently liquid to repay in full its outstanding indebtedness on an accelerated basis.

Debt Discounts and Debt Issuance Costs

Debt discounts, debt issuance costs, and all other debt underwriting costs are reflected as a direct reduction to the debt liability to which they relate and are amortized into interest expense over the term of the underlying debt using the effective interest rate method.

The amortization expense related to Dole’s deferred debt discounts and debt issuance costs was recorded in the consolidated statements of operations as follows:


	Year Ended
	December 31, 2020		December 28, 2019		December 29, 2018
	(In thousands)
Interest expense	$	3,724	$	3,825	$	3,902

Uncommitted Lines of Credit

In addition to amounts available under the revolving credit facility, Dole’s subsidiaries have uncommitted lines of credit of approximately $67.1 million at various local banks, of which $64.4 million was available at December 31, 2020. At December 28, 2019, there were uncommitted lines of credit of $42.1 million, of which $39.5 million was available for use. These lines of credit are used primarily for short-term borrowings or bank guarantees. Dole’s uncommitted lines of credit extend indefinitely but may be cancelled at any time by Dole or the banks, and, if cancelled, any outstanding amounts would be due on demand.

Maturities of Notes Payable and Long-Term Debt

Stated maturities with respect to notes payable and long-term debt, including finance lease obligations, as of December 31, 2020 were as follows:


	Amount
	(In thousands)
2021	$	79,976
2022		68,629
2023		65,528
2024		754,605
2025		317,541
Thereafter		34,000

Total	$	1,320,279

NOTE 13 — EMPLOYEE BENEFIT PLANS

Dole sponsors a number of defined benefit pension plans covering certain employees worldwide. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for certain plans covering union employees, which are based on negotiated benefits. In addition to pension plans, Dole has other postretirement benefit (“OPRB”) plans that provide certain health care and life insurance benefits for eligible retired employees. Covered employees may become eligible for such benefits if they fulfill established requirements upon reaching retirement age.

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In the U.S., Dole sponsors one qualified pension plan, which is funded. All of Dole’s international pension plans and worldwide OPRB plans are unfunded.

Substantially all U.S. pension benefits were frozen December 31, 2001. There were 144 employees who continue to earn benefits under the terms of collective bargaining agreements at December 31, 2020, as compared to 141 employees at December 28, 2019.

Dole sponsors a non-qualified deferred compensation plan (“ESP”) and a non-qualified frozen defined benefit plan (“SERP”), both of which are unfunded. Under the provisions of these two Rabbi Trust plans, Dole is obligated to contribute to the trusts within 30 days after a change of control event, as defined by the plans, to ensure the assets of the trusts are sufficient to meet the ESP obligation and the present value of the projected benefit obligation of the SERP as of the change of control date. The assets held in the Rabbi Trusts are subject to the claims of Dole’s general unsecured creditors. As of December 31, 2020, $6.2 million is classified as short-term and included in short-term investments in the consolidated balance sheets, and $25.0 million is classified as long-term and is included in long-term investments in the consolidated balance sheets. As of December 28, 2019, $5.7 million was classified as short-term and included in short-term investments in the consolidated balance sheets, and $24.6 million was classified as long-term and included in long-term investments in the consolidated balance sheets.

Dole uses a December 31 measurement date for all of its plans. For the U.S. pension plan, assets as of November 30 are used and rolled forward to December 31 using agreed actuarial assumptions.

Obligations and Funded Status

The status of Dole’s defined benefit pension plans was as follows:


	U.S. Pension Plans						International Pension Plans						OPRB Plans
	Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 31, 2020			Year Ended December 28, 2019
	(In thousands)
Change in projected benefit obligation:
Benefit obligation at beginning of the year		$ 265,735			$ 249,101			$ 85,751			$ 85,700			$ 20,418			$ 20,661
Service cost		270			226			2,611			2,906			7			15
Interest cost		6,425			8,774			6,068			6,245			693			908
Foreign currency exchange rate changes		—			—			2,388			(1,081	)		—			—
Actuarial (gain) loss		20,234			29,563			8,793			5,238			1,293			1,983
Curtailments, settlements and terminations, net		—			—			(10,697	)		(9,764	)		—			—
Benefits paid		(21,120	)		(21,929	)		(2,433	)		(3,493	)		(3,002	)		(3,149	)

Benefit obligation at end of the year		$ 271,544			$ 265,735			$ 92,481			$ 85,751			$ 19,409			$ 20,418

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	U.S. Pension Plans						International Pension Plans						OPRB Plans
	Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 31, 2020			Year Ended December 28, 2019
	(In thousands)
Change in plan assets:
Fair value of plan assets at beginning of the year		$ 218,666			$ 190,236			$ —			$ —			$ —			$ —
Actual return on plan assets		30,137			41,105			—			—			—			—
Company contributions		4,123			9,254			14,567			13,257			3,002			3,149
Benefits paid		(21,120	)		(21,929	)		(2,433	)		(3,493	)		(3,002	)		(3,149	)
Settlements		—			—			(12,134	)		(9,764	)		—			—

Fair value of plan assets at end of the year		$ 231,806			$ 218,666			$ —			$ —			$ —			$ —

Funded status		$(39,738	)		$(47,069	)		$(92,481	)		$(85,751	)		$(19,409	)		$(20,418	)

Amounts recognized in the Consolidated Balance Sheets:
Current liabilities		$(2,317	)		$(2,348	)		$(10,886	)		$(8,440	)		$(2,346	)		$(2,529	)
Long-term liabilities		(37,421	)		(44,721	)		(81,595	)		(77,311	)		(17,063	)		(17,889	)

		$(39,738	)		$(47,069	)		$(92,481	)		$(85,751	)		$(19,409	)		$(20,418	)

As of December 31, 2020, there was a net actuarial loss in the benefit obligation for all defined benefit pension plans which was primarily attributable to a decrease in the discount rate, offset by gains due to updating the mortality improvement scale and claims and premiums experience. As of December 28, 2019, there was a net actuarial loss in the benefit obligation for all defined benefit pension plans which was primarily attributable to a decrease in the discount rate and updates to demographics, offset by gains due to updating the mortality improvement scale, mortality assumption, and claims and premiums experience and the removal of the excise tax.

Amounts recognized in accumulated other comprehensive loss were as follows:


	U.S. Pension Plans									International Pension Plans									OPRB Plans
	Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018
	(In thousands)
Net actuarial loss (gain)		$ 50,709			$ 51,280			$ 51,579			$ 18,390			$ 11,900			$ 8,504			$ 1,449			$ 207			$ (2,147	)
Prior service (benefit)		—			—			—			—			—			—			(3,602	)		(4,414	)		(5,225	)
Income taxes		(10,739	)		(10,990	)		(16,293	)		(2,747	)		(2,227	)		(1,625	)		938			1,597			3,295

Total		$ 39,970			$ 40,290			$ 35,286			$ 15,643			$ 9,673			$ 6,879			$ (1,215	)		$ (2,610	)		$ (4,077	)

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All of Dole’s pension plans and OPRB plans were underfunded at December 31, 2020, having accumulated benefit obligations exceeding the fair value of plan assets. The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans and OPRB plans with accumulated benefit obligations in excess of plan assets were as follows:


	December 31, 2020		December 28, 2019
	(In thousands)
Projected benefit obligation	$	383,434	$	371,904
Accumulated benefit obligation	$	362,454	$	350,989
Fair value of plan assets	$	231,806	$	218,666

Components of Net Periodic Benefit Cost and Other Changes Recognized in Other Comprehensive Income

The components of net periodic benefit cost for Dole’s U.S. and international pension plans and OPRB plans were as follows:


	U.S. Pension Plans									International Pension Plans									OPRB Plans
	Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018
	(In thousands)
Components of net periodic benefit cost:
Service cost		$ 270			$ 226			$ 264			$ 2,611			$ 2,906			$ 4,283			$ 7			$ 15			$ 23
Interest cost		6,425			8,774			8,295			6,068			6,245			5,502			693			908			993
Expected return on plan assets		(11,795	)		(11,963	)		(12,373	)		—			—			—			—			—			—
Amortization of:
Net (gain) loss		2,463			720			1,032			949			522			444			50			(372	)		128
Prior service (benefit)		—			—			—			—			—			`—			(811	)		(811	)		(811	)
Curtailments, settlements and terminations, net		—			—			—			3,394			1,083			211			—			—			—
Other		—			—			—			—			—			1,963			—			—			—

Net periodic benefit costs		$ (2,637	)		$(2,243	)		$ (2,782	)		$ 13,022			$ 10,756			$ 12,403			$ (61	)		$ (260	)		$ 333

Other changes recognized in other comprehensive income:
Net (gain) loss		$ 1,892			$ 421			$ 15,432			$ 6,837			$ 4,155			$ 3,635			$ 1,293			$ 1,982			$ (2,457	)
Amortization of:
Net gain (loss)		(2,463	)		(720	)		(1,032	)		(949	)		(522	)		(444	)		(50	)		372			(128	)
Prior service benefit		—			—			—			—			—			—			811			811			811
Foreign currency adjustment and other		—			—			—			602			(237	)		(339	)		—			—			—
Income taxes expense (benefit)		251			143			(3,093	)		(520	)		(602	)		2			(659	)		(672	)		431

Total recognized in other comprehensive income		$ (320	)		$ (156	)		$ 11,307			$ 5,970			$ 2,794			$ 2,854			$ 1,395			$ 2,493			$ (1,343	)

Total recognized in net periodic benefit cost and other comprehensive income, net of income taxes		$ (2,957	)		$ (2,399	)		$ 8,525			$ 18,992			$ 13,550			$ 15,257			$ 1,334			$ 2,233			$ (1,010	)

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The Company classifies the non-service components of net periodic pension benefit costs within other expense, net in the consolidated statement of operations. See breakout of the costs below:


	Year Ended
	December 31, 2020			December 28, 2019			December 29, 2018
	(In thousands)
Non-Service Components of Net Periodic Pension Benefit Costs
Interest cost	$	13,186		$	15,019		$	13,797
Expected return on plan assets		(11,795	)		(11,963	)		(12,373	)
Amortization of net loss and prior service benefit		2,651			1,242			1,476
Other		3,406			513			2,172

	$	7,448		$	4,811		$	5,072

Assumptions

Weighted average assumptions used to determine benefit obligations were as follows:


	U.S. Pension Plans						International Pension Plans						OPRB Plans
	Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 31, 2020			Year Ended December 28, 2019
Discount rate		2.14	%		2.94	%		6.32	%		6.88	%		3.13	%		3.96	%
Rate of compensation increase		3.00	%		3.00	%		4.63	%		5.10	%		—			—

Weighted average assumptions used to determine net periodic benefit cost were as follows:


	U.S. Pension Plans									International Pension Plans									OPRB Plans
	Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 31, 2020			Year Ended December 28, 2019			Year Ended December 29, 2018
Discount rate		2.94	%		4.11	%		3.57	%		6.88	%		7.25	%		6.96	%		3.96	%		5.05	%		4.60	%
Rate of compensation increase		3.00	%		3.00	%		3.00	%		5.10	%		5.16	%		5.23	%		—			—			—
Rate of return on plan assets		6.00	%		6.00	%		6.00	%		—			—			—			—			—			—

Dole does not sponsor any cash balance plans or plans with promised interest credit rates. International plan discount rates and assumed rates of increase in future compensation differ from the assumptions used for U.S. plans due to differences in the local economic conditions in the countries in which the international plans are based. No rate of compensation increase is shown for U.S. plans, because benefits under the U.S. plans are frozen except for a group of 144 employees whose benefits are negotiated under collective bargaining agreements, compared to 141 employees in the 2019 fiscal year. The assumption for the rate of compensation increase for these employees reflects the rate negotiated in those bargaining agreements.

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The accumulated pension benefit obligation for Dole’s U.S. OPRB plan was determined using the following assumed annual rate of increase in the per capita cost of covered health care benefits:


	2021			2020
Health care costs trend rate assumed for next year		7.00	%		7.25	%
Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate)		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2029			2029

Plan Assets

The following is the target asset mix for Dole’s U.S. pension plan, which management believes provides the optimal tradeoff of diversification and long-term asset growth:


	Target Allocation
Fixed income securities		66	%
Equity securities		34	%

Total		100	%

Dole’s U.S. pension plan weighted average asset allocations by asset category were as follows:


	Year Ended
	December 31, 2020			December 28, 2019
Fixed income securities		67	%		65	%
Equity securities		33	%		35	%

Total		100	%		100	%

The plan’s asset allocation includes a mix of fixed income investments designed to reduce volatility and equity investments designed to maintain funding ratios and long-term financial health of the plan. The equity investments are diversified across U.S. and international stocks as well as growth, value, and small and large capitalizations.

Dole employs a total return investment approach whereby a mix of fixed income and equity investments is used to maximize the long-term return of plan assets with a prudent level of risk. The objectives of this strategy are to achieve full funding of the accumulated benefit obligation and to achieve investment experience over time that will minimize pension expense volatility and minimize Dole’s contributions required to maintain full funding status. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews. See Note 16 “Fair Value Measurements” for additional detail on fair value of employee benefit plan assets.

Dole determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years. Dole also considers the weighted-average historical rate of returns on securities with similar characteristics to those in which Dole’s pension assets are invested.

Dole applies the “10% corridor” approach to amortize unrecognized actuarial gains (losses) on both its U.S. and international pension and OPRB plans. Under this approach, only actuarial gains (losses) that exceed 10% of the greater of the projected benefit obligation or the market-related value

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of the plan assets are amortized. The amortization period is based on the average remaining service period of active employees expected to receive benefits under each plan or over the life expectancy of inactive participants where all, or nearly all, participants are inactive. For the year ended December 31, 2020, the average (weighted by benefit obligations) period used to amortize unrecognized actuarial gains (losses) across all pension and OPRB plans was approximately 12.9 years, compared to 13.4 years for the year ended December 28, 2019 and 13.8 years for the year ended December 29, 2018.

Plan Contributions and Estimated Future Benefit Payments

During the year ended December 31, 2020, Dole contributed $1.7 million to its qualified U.S. pension plan. These contributions were made to comply with minimum funding requirements under the Internal Revenue Code. Dole does not expect to make contributions to its U.S. qualified plan in fiscal year 2021 nor any contributions over the following seven years, but Dole intends to make any unforeseen future contributions to the U.S. pension plan that will satisfy the minimum funding requirements. Future contributions to the U.S. pension plan in excess of the minimum funding requirement are voluntary and may change depending on Dole’s operating performance or at management’s discretion. Dole expects to make $15.5 million of contributions related to its other U.S. and foreign pension and OPRB plans in fiscal year 2021.

The following table presents estimated future benefit payments:


	U.S. Pension Plans		International Pension Plans		OPRB Plans
	(In thousands)
2021	$	21,265	$	10,886	$	2,346
2022		20,636		7,210		2,250
2023		19,931		6,706		2,155
2024		19,281		6,546		2,016
2025		18,488		6,319		1,845
2026-2030		81,443		39,252		6,315

Total	$	181,044	$	76,919	$	16,927

Defined Contribution Plans

Dole offers defined contribution plans to eligible employees. Such employees may defer a percentage of their annual compensation in accordance with plan guidelines. Some of these plans provide for a company match that is subject to a maximum contribution as defined by the plan. Dole’s contributions to its defined contribution plans totaled $7.6 million, $6.9 million and $7.1 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

Multi-Employer Plans

Dole is also party to various industry-wide collective bargaining agreements that provide pension benefits. Total contributions to multi-employer foreign benefit plans for eligible participants were approximately $1.6 million, $1.2 million and $1.1 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018 respectively.

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The following table presents details for Dole’s U.S. multi-employer defined benefit plan:

Pension Protection Act
Zone Status

Contributions

Pension Plan

EIN/Pension
Plan Number

Fiscal
2020

Fiscal
2019

Fiscal
2018

Year Ended
December 31,
2020

Year Ended
December 28,
2019

Year Ended
December 29,
2018

Expiration
Collective
Bargaining
Agreement

(In thousands)

Western Conference of Teamsters Pension Plan

91-6145047-001

Not critical

877

830

813

3/23/2022

Fair Value of Retirement Plan Assets

Dole estimates the fair value of its retirement plan assets based on current quoted market prices. In instances where quoted market prices are not readily available, the fair value of the investments is estimated by the trustee. In obtaining such data from the trustee, Dole has evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value. Fair values for Level 1 investments are determined based on observable market prices. For Level 2 investments, the fair values are determined using observable inputs such as the trading prices for similar securities traded in active markets. For Level 3 investments, fair values are estimated using prices provided by its custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Level 3 investments are primarily held by the custodian in a pooled trust for qualifying U.S. based pensions, where the fair value is derived from the individual investment components. Each investment within the pooled trust is individually valued, after considering gains and losses, contributions, and distributions, and the collective value of the pooled trust represents the total fair value. Dole has evaluated the methodologies used by the custodian to develop the estimate of fair value and assessed whether such valuations are representative of fair value, including net asset value. Dole has determined the valuations to be Level 3 inputs, because they are based upon significant unobservable inputs.

The carrying value and estimated fair values of Dole’s retirement plan assets are summarized below:


	Fair Value Measurements at December 31, 2020 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In thousands)
Cash and cash equivalents	$	4,430	$	—	$	—	$	4,430
Corporate debt instruments		—		121,347		—		121,347
U.S. government securities		1,355		—		—		1,355
Non-U.S. government securities		—		3,160		—		3,160
Municipal securities		—		2,074		—		2,074
Interest in registered investment companies		24,891		—		—		24,891
Common collective trusts		—		65,150		102		65,252
Interest in 103-12 investment companies		—		—		9,267		9,267
Other		30		—		—		30

Total	$	30,706	$	191,731	$	9,369	$	231,806

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	Fair Value Measurements at December 28, 2019 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In thousands)
Cash and cash equivalents	$	2,841		$	—	$	—	$	2,841
Corporate debt instruments		—			115,990		—		115,990
U.S. government securities		284			—		—		284
Non-U.S. government securities		—			3,039		—		3,039
Municipal securities		—			1,942		—		1,942
Interest in registered investment companies		24,584			—		—		24,584
Common collective trusts		—			61,876		104		61,980
Interest in 103-12 investment companies		—			—		8,053		8,053
Other		(47	)		—		—		(47	)

Total	$	27,662		$	182,847	$	8,157	$	218,666

The table below sets forth a summary of the transfers and purchases of the plan’s Level 3 assets for the years ended December 31, 2020 and December 28, 2019:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Common Collective Trusts			Interest in 103-12 Investment Companies			Total
	(In thousands)
Balance as of December 29, 2018	$	140		$	6,616		$	6,756
Net realized and unrealized gains (losses)		(8	)		1,462			1,454
Net purchases, issuances and settlements		(28	)		(25	)		(53	)

Balance as of December 28, 2019	$	104		$	8,053		$	8,157
Net realized and unrealized gains (losses)		(2	)		1,242			1,240
Net purchases, issuances and settlements		—			(28	)		(28	)

Balance as of December 31, 2020	$	102		$	9,267		$	9,369

NOTE 14 — LEASES

The Company adopted ASC 842 on December 30, 2018, the first day of Dole’s 2019 fiscal year. The new guidance requires leases with durations greater than one year to be recognized on the balance sheet. Dole adopted the guidance using the modified retrospective approach and therefore did not restate prior-year financials under the new standard, and those amounts are not presented below.

The Company elected the package of practical expedients under which Dole did not reassess prior conclusions about initial direct costs, lease classification, and lease identification under the new standard. In addition, Dole elected the land easements practical expedient and will continue applying its previous policy on accounting for land easements that existed as of, or expired before, the date of adoption. Dole also elected the short-term lease recognition exemption which allowed the Company to exclude leases with terms less than one year from recognition under the new standard. Finally, Dole elected the policy to combine lease and non-lease components for all asset categories.

The majority of Dole’s leases are classified as operating leases for vessel containers, ports, land and warehouse facilities. Finance leases are primarily for vessel containers and machinery and

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equipment that meet the finance lease criteria. The lease term consists of the non-cancellable period of the lease, and the periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Dole’s lease agreements do not contain any residual value guarantees.

Under ASC 842, right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, Dole uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, Dole must estimate the incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Lease Position

The following tables present the lease-related assets and liabilities recorded in the consolidated balance sheets as of December 31, 2020 and December 28, 2019:


	Lease-related Assets at December 31, 2020				Lease-related Assets at December 28, 2019
	(In thousands)				(In thousands)
	Operating lease right-of-use assets		Property, plant & equipment, net		Operating lease right-of-use assets		Property, plant & equipment, net
Operating leases	$	232,067	$	—	$	263,073	$	—
Finance leases		—		37,355		—		29,874

	$	232,067	$	37,355	$	263,073	$	29,874


	Lease-related Liabilities at December 31, 2020
	(In thousands)
	Current maturities of operating leases		Operating leases, less current maturities		Notes payable and current portion of long-term debt, net		Long-term debt, net
Operating leases	$	53,250	$	175,970	$	—	$	—
Finance leases		—		—		14,424		26,662

	$	53,250	$	175,970	$	14,424	$	26,662


	Lease-related Liabilities at December 28, 2019
	(In thousands)
	Current maturities of operating leases		Operating leases, less current maturities		Notes payable and current portion of long-term debt, net		Long-term debt, net
Operating leases	$	62,952	$	198,638	$	—	$	—
Finance leases		—		—		8,959		22,782

	$	62,952	$	198,638	$	8,959	$	22,782

Lease Terms and Discount Rates

The weighted-average remaining lease term and discount rate for the Company’s lease profile was as follows:

Weighted-average remaining lease term


	Years
Operating leases		7.6
Finance leases		5.8

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Weighted-average discount rate


	Percentage
Operating leases		7.6	%
Finance leases		5.6	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended December 31, 2020 and December 28, 2019:


	Year Ended December 31, 2020			Year Ended December 28, 2019
	(In thousands)
Finance lease costs:
Amortization of lease assets	$	12,633		$	8,511
Interest on lease liabilities		2,187			2,359
Operating lease costs		68,018			80,138
Short-term lease costs		8,511			11,708
Variable lease costs		20,099			15,153
Sublease income		(10,859	)		(18,000	)

Total lease costs	$	100,589		$	99,869

Supplementary Cash Flow Data

The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications:


	Year Ended December 31, 2020			Year Ended December 28, 2019
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for finance leases	$	1,987		$	2,427
Operating cash flows for operating leases		71,895			81,320
Financing cash flows for finance leases		12,022			6,001
Right-of-use assets obtained in exchange for finance lease liabilities
Additions	$	20,365		$	17,355
Modifications and terminations		(1,187	)		(776	)
Right-of-use assets obtained in exchange for operating lease liabilities
Additions	$	30,853		$	27,512
Modifications and terminations		6,043			(31,579	)

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The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of December 31, 2020:


	Finance Leases			Operating Leases
	(In thousands)
2021	$	16,442		$	64,773
2022		8,301			46,336
2023		4,805			41,689
2024		4,498			34,141
2025		3,678			28,775
Thereafter		10,238			85,613

Total lease payments		47,962			301,327
Less: present value discount		(6,876	)		(72,107	)

	$	41,086		$	229,220

NOTE 15 — DERIVATIVE FINANCIAL INSTRUMENTS

Dole is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of the risk management strategy, Dole uses derivative instruments to hedge some of these exposures. Dole’s objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings. Dole does not hold or issue derivative financial instruments for trading or speculative purposes. The types of derivative instruments utilized by Dole are described below:

Foreign currency hedges: Dole enters into foreign currency exchange forward and option contracts to hedge some of the exposures to changes in foreign currency exchange rates. Dole enters into fair value hedges for intercompany borrowing transactions, and cash flow hedges for its forecasted revenue, cost of sales, and operating expense exposure.

Interest rate swap: As discussed in Note 12 “Notes Payable and Long-Term Debt”, during November 2018, Dole entered into an interest rate swap with a highly rated counterparty that effectively converted $300.0 million of variable-rate debt to a fixed-rate basis. The interest rate swap fixed the interest rate at 6.52%. The paying rate under the interest rate swap is fixed at 2.92%, and the receiving rate is variable based on the one-month LIBOR benchmark rate, which was 0.15% as of December 31, 2020.

Bunker fuel contracts: Dole incurs significant fuel costs from shipping products from the sourcing locations to the end consumer markets and providing the service of arranging air or land transportation for products of third-party entities. As a result, Dole is exposed to commodity and fuel cost risks and enters into bunker fuel contracts to hedge the risk on fuel prices.

Hedge Accounting Election

Dole elected hedge accounting on December 29, 2019, the first day of Dole’s 2020 fiscal year in accordance with ASC 815 “Derivatives and Hedging” (“ASC 815”). The Company performed an analysis of the hedging portfolio and evaluated the following criteria for hedge accounting:

Hedged risk is eligible

Hedged item or transaction is eligible

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Hedging instrument is eligible

Hedging relationship is highly effective

Designation and documentation requirements are met

Based on the hedging analysis, Dole designated certain foreign currency cash flow hedges for hedge accounting and, starting on December 29, 2019, recorded the changes in fair value of these instruments in accumulated other comprehensive loss. Previously, the changes in fair value of these instruments were recorded in cost of sales.

The changes in fair value in foreign currency fair value hedges and non-designated cash flow hedges, bunker fuel hedges, and the interest rate swap continue to be recorded in earnings.

Derivatives Designated as Hedging Instruments

As discussed above, Dole elected hedge accounting for qualifying foreign currency cash flow hedges that reduce the Company’s exposure to variability in cash flows in Dole’s foreign denominated revenue, cost of sales, and operating expense. Because of the high degree of effectiveness between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the foreign currency instruments are generally offset by changes in the cash flows being hedged. Hedge effectiveness is assessed at inception and annually. All changes in fair value of these instruments are included within accumulated other comprehensive loss and reclassified into earnings when the hedge is settled.

Notional Amounts of Derivative Instruments

Dole had the following derivative instruments outstanding as of December 31, 2020:


		Notional Amount
Foreign currency forward contracts:
Euro		€261.4 million
US Dollar		$0.4 million
Swedish Krona		8.3 million kr
Chilean Peso		CLP 6.0 billion
South African Rand		R 101.3 million
Interest rate swap contract		$300.0 million
Bunker fuel hedges		54.2 thousand metric tons

The above foreign currency forward contract notional amounts are comprised of several individual hedge contracts valued on an individual contract basis but combined by currency for purpose of disclosure.

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Quantitative Disclosures

Derivatives are presented gross in the consolidated balance sheets. The following table presents the balance sheet location and fair value of the derivative instruments:


	Fair Value Measurements at December 31, 2020
	Accrued Liabilities			Other Long- term Liabilities			Other Receivables
Foreign currency forward contracts:		(In thousands)
Cash flow hedges	$	(12,048	)	$	—		$	873
Non-designated cash flow hedges		—			—			937
Interest rate swap contracts		—			(10,519	)		—
Bunker fuel hedges		—			—			4,672

	$	(12,048	)	$	(10,519	)	$	6,482


	Fair Value Measurements at December 28, 2019
	Accrued Liabilities			Other Long- term Liabilities			Other Receivables
Foreign currency forward contracts:		(In thousands)
Fair value hedges	$	(5,112	)	$	—		$	—
Non-designated cash flow hedges		(3,780	)		—			1,324
Interest rate swap contracts		—			(9,347	)		—

	$	(8,892	)	$	(9,347	)	$	1,324


	Year Ended
	December 31, 2020
	Gains (Losses) deferred in Accumulated Other Comprehensive Loss			Other Income (Expense), Net			Cost of Sales			Interest Expense
Realized gains (losses):		(In thousands)
Cash Flow Hedges	$	—		$	—		$	(8,312	)	$	—
Fair Value Hedges		—			(5,782	)		130			—
Non-Designated Cash Flow Hedges		—			(4,470	)		(217	)		—
Bunker fuel hedges		—			—			1,894			—

Total realized (losses)	$	—		$	(10,252	)	$	(6,505	)	$	—

Unrealized gains (losses):
Cash Flow Hedges	$	(11,175	)	$	—		$	3,032		$	—
Fair Value Hedges		—			5,112			—			—
Non-Designated Cash Flow Hedges		—			—			447			—
Bunker fuel hedges		—			—			3,338			—
Interest rate swap contracts		—			—			—			(1,172	)

Total unrealized gains (losses)	$	(11,175	)	$	5,112		$	6,817		$	(1,172	)

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	Year Ended
	December 28, 2019
	Gains (Losses) deferred in Accumulated Other Comprehensive Loss		Other Income (Expense), Net			Cost of Sales			Interest Expense
Realized gains (losses):		(In thousands)
Fair Value Hedges	$	—	$	(2,051	)	$	—		$	—
Non-Designated Cash Flow Hedges		—		—			14,724			—
Bunker fuel hedges		—		—			(503	)		—

Total realized gains (losses)	$	—	$	(2,051	)	$	14,221		$	—

Unrealized gains (losses):
Fair Value Hedges	$	—	$	(4,418	)	$	—		$	—
Non-Designated Cash Flow Hedges		—		—			(9,563	)		—
Bunker fuel hedges		—		—			2,138			—
Interest rate swap contracts		—		—			—			(4,854	)

Total unrealized (losses)	$	—	$	(4,418	)	$	(7,425	)	$	(4,854	)


	Year Ended
	December 29, 2018
	Gains (Losses) deferred in AOCI		Other Income (Expense), Net			Cost of Sales			Interest Expense
Realized gains (losses):		(In thousands)
Fair Value Hedges	$	—	$	(3,837	)	$	—		$	—
Non-Designated Cash Flow Hedges		—		—			1,772			—
Bunker fuel hedges		—		—			245			—

Total realized gains (losses)	$	—	$	(3,837	)	$	2,017		$	—

Unrealized gains (losses):
Fair Value Hedges	$	—	$	(1,866	)	$	—		$	—
Non-Designated Cash Flow Hedges		—		—			10,245			—
Bunker fuel hedges		—		—			(2,383	)		—
Interest rate swap contracts		—		—			—			(4,492	)

Total unrealized (losses)	$	—	$	(1,866	)	$	7,862		$	(4,492	)

Amounts reclassified out of accumulated other comprehensive loss and into earnings were losses of $3.0 million for the year ended December 31, 2020.

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NOTE 16 — FAIR VALUE MEASUREMENTS

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Fair Value of Assets and Liabilities measured at Fair Value on a Recurring Basis


		Fair Value Measurements at December 31, 2020 Using
	Balance Sheet Classification	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total

				(In thousands)
Foreign currency forward contracts:	Other receivables, net	$	—	$	1,810		$	—	$	1,810
	Accrued liabilities		—		(12,048	)		—		(12,048	)

		$	—	$	(10,238	)	$	—	$	(10,238	)
Bunker fuel hedges:	Other receivables, net		—		4,672			—		4,672
Interest rate swap contract:	Other long-term liabilities		—		(10,519	)		—		(10,519	)
Rabbi Trust investments:	Short-term and Long-term investments		—		—			31,294		31,294

Total		$	—	$	(16,085	)	$	31,294	$	15,209


		Fair Value Measurements at December 28, 2019 Using
	Balance Sheet Classification	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
				(In thousands)
Foreign currency forward contracts:	Other receivables, net	$	—	$	1,324		$	—	$	1,324
	Accrued liabilities		—		(8,892	)		—		(8,892	)

		$	—	$	(7,568	)	$	—	$	(7,568	)
Interest rate swap contract:	Other long-term liabilities		—		(9,347	)		—		(9,347	)
Rabbi Trust investments:	Short-term and Long-term investments		—		—			30,278		30,278

Total		$	—	$	(16,915	)	$	30,278	$	13,363

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The table below sets forth a summary of changes in the fair value of the Level 3 Rabbi Trust investments for the years ended December 31, 2020 and December 28, 2019:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	(In thousands)
Balance as of December 29, 2018	$	27,845
Net realized and unrealized gains recognized in earnings*		3,059
Plan contributions		2,167
Plan distributions		(2,793	)

Balance as of December 28, 2019	$	30,278
Net realized and unrealized gains recognized in earnings**		2,820
Plan contributions		1,218
Plan distributions		(3,022	)

Balance as of December 31, 2020	$	31,294

*	Net amount comprised realized gains of $0.6 million and unrealized gains of $2.5 million recorded in other expense, net in the consolidated statements of operations.

**	Net amount comprised realized gains of $1.9 million and unrealized gains of $0.9 million recorded in other expense, net in the consolidated statements of operations.

For Dole, the assets and liabilities that are required to be recorded at fair value on a recurring basis are derivative instruments and Rabbi Trust investments. The fair values of Dole’s derivative instruments are determined using Level 2 inputs, which are defined as “significant other observable inputs.” The fair values of the foreign currency forward contracts, the interest rate swap, and bunker fuel hedges were estimated using internal discounted cash flow calculations based upon forward foreign currency exchange rates, bunker fuel futures, interest rate yield curves or quotes obtained from brokers for contracts with similar terms, less any credit valuation adjustments based on Dole’s own credit risk as well as an evaluation of our counterparties’ credit risk.

Dole sponsors a non-qualified deferred ESP compensation plan and a frozen non-qualified SERP defined benefit plan for executives. The plans are funded through investments in Rabbi Trusts. Securities are recorded at fair value with realized and unrealized holding gains or losses included in earnings. At December 31, 2020, securities totaled $31.2 million, of which $6.2 million was classified as short-term and included in short-term investments and $25.0 million was classified as long-term and included in long-term investments in the consolidated balance sheets. At December 28, 2019, securities totaled $30.3 million, of which $5.7 million was classified as short-term investments and $24.6 million was classified as long-term investments in the consolidated balance sheets. Dole estimates the fair values of its Rabbi Trust investments using prices provided by its custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Rabbi Trust investments are held by the custodian in various master trust units (“MTUs”), where the fair value is derived from the individual investment components. Each investment within the MTU is individually valued, after considering gains and losses, contributions, and distributions, and the collective value of the MTU represents the total fair value. Dole has evaluated the methodologies used by the custodian to develop the estimate of fair value and assessed whether such valuations are representative of fair value, including net asset value. Dole has determined the valuations to be Level 3 inputs because they are based upon significant unobservable inputs.

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Fair Value of Assets and Liabilities measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities, including long-lived assets, goodwill, property plant and equipment, and cost and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs, which would primarily include the use of a discounted cash flow valuation approach.

Fair Value of Financial Instruments

In estimating the Company’s fair value disclosures for financial instruments, Dole used the following methods and assumptions:

Cash and cash equivalents: The carrying value reported in the consolidated balance sheets for these items approximates fair value due to the liquid nature and are classified as Level 1.

Short-term trade and grower receivables: The carrying value reported in the consolidated balance sheets for these items is net of allowances and are classified as Level 2.

Trade payables: The carrying value reported in the consolidated balance sheets for these items approximates fair value and are classified as Level 2.

Notes receivable and notes payable: The carrying value reported in the consolidated balance sheets for these items approximates fair value and are classified as Level 2.

Long-term grower receivables: The carrying value reported in the consolidated balance sheets for these items is net of allowances and are classified as Level 2.

Finance and operating leases: The carrying value of finance lease obligations reported in the consolidated balance sheets approximates fair value based on current interest rates, which contain an element of default risk. The fair value of finance lease obligations is estimated using Level 2 inputs based on quoted prices for those or similar instruments. For operating leases, Dole uses the rate implicit in the lease to discount leases payments to present value, when available. However, most of the leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. See Note 14 “Leases” for additional information.

Fair Value of Debt

Dole estimates the fair value of its senior secured notes and the term loan based on the bid side of current quoted market prices.

The carrying values, net of debt discounts and debt issuance costs, and gross estimated fair values of Dole’s debt based on Level 2 inputs in the fair value hierarchy are summarized below:


	December 31, 2020				December 28, 2019
	Carrying Values		Estimated Fair Values		Carrying Values		Estimated Fair Values
	(In thousands)
Senior secured notes	$	295,061	$	306,312	$	293,933	$	290,574
Term loan	$	862,149	$	864,708	$	889,639	$	895,442

See Note 12 “Notes Payable and Long-Term Debt” for additional detail on long-term debt instruments.

Credit Risk

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NOTE 17 — COMMITMENTS AND CONTINGENCIES

Commitments

Dole issues letters of credit through its ABL revolver and, in addition, separately through major banking institutions. Dole also provides surety bonds issued by insurance companies and guarantees directly to regulatory authorities. These letters of credit, bank guarantees, and surety bonds are required by certain regulatory authorities, suppliers and other operating agreements. As of December 31, 2020 and December 28, 2019, total letters of credit, bank guarantees and surety bonds outstanding under these arrangements were $68.3 million and $89.6 million, respectively.

During the year ended December 31, 2020, a third-party supplier suffered a fire at one of its facilities. In order to ensure continued supplies, Dole provided a guarantee for $4.0 million of obligations of the third-party supplier. The guarantee has terms of less than a year and would require payment from Dole in the event of default. Dole is entitled to offset any current or future payable balances to the third-party with any payments made under the guarantee. As of December 31, 2020, Dole believes the risk of default by the third-party to be improbable and the resulting liability for the guarantee to not be material to Dole’s overall financial position or results of operations.

During the year ended December 29, 2018, Dole entered into executive retention arrangements with certain key executives, including Mr. Johan Lindén, under which a total of $14.2 million of payments will be made over a three-year period beginning in 2019. $4.8 million was paid in the year ended December 28, 2019. During the year ended December 31, 2020, payments totaling $5.0 million were made to executives in accordance with these retention agreements. The remaining $4.4 million will be paid in 2021. In the event of termination of employment without cause, the remaining payments due will be accelerated.

In order to secure sufficient product to meet demand and to supplement Dole’s own production, the Company has historically entered into non-cancelable agreements with independent growers, primarily in Latin America and North America, to purchase substantially all of their production subject to market demand and product quality. Prices under these agreements are generally tied to prevailing market rates and contract terms generally range from one to six years. At December 31, 2020, aggregate future payments, including those due within a year, under such purchase commitments (based on December 31, 2020 pricing and volumes), were as follows:


	Amount
		(In thousands)
2021	$	396,753
2022		161,295
2023		79,764
2024		37,276
2025		34,090
Thereafter		272,722

Total	$	981,900

In order to ensure a steady supply of packing and agrochemical supplies and to maximize volume incentive rebates, Dole historically has entered into contracts for the purchase of supplies. Prices under these agreements are generally tied to prevailing market rates. Purchases under these contracts in the years ended December 31, 2020, December 28, 2019 and December 29, 2018 were approximately $155.8 million, $184.8 million and $181.1 million, respectively.

Under these contracts, Dole was committed at December 31, 2020 to purchase packing and agrochemical supplies, assuming current pricing levels, in fiscal year 2021 in the amount of

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$175.0 million. No purchase commitments for agrochemicals and supplies extend beyond fiscal year 2021.

Dole has numerous collective bargaining agreements with various unions covering approximately 33% of Dole’s workforce. Of these unionized employees, 68% are covered under a collective bargaining agreement that will expire within one year, and the remaining 32% are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however, management does not expect that the outcome of these negotiations and renewals will have a material adverse impact on Dole’s financial condition or results of operations.

On November 30, 2018, Dole executed two separate shipbuilding contracts to construct refrigerated container vessels with a contractual price of $40.9 million per vessel ($81.8 million in total). Under the terms of each of the contracts, progress payments will be made as construction milestones are achieved. The first vessel is due to be delivered during the first quarter of 2021, and the second vessel is due to be delivered during the second quarter of 2021. Progress payments began in 2019, with $12.3 million in cash payments occurring during the year ended December 28, 2019 and $20.4 million occurring during the year ended December 31, 2020, with remaining payments in 2021. See Note 22 “Subsequent Events” for additional detail on the 2021 payments.

Contingencies

Dole is involved from time to time in claims and legal actions incidental to its operations, both as plaintiff and defendant. Dole has established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery, and past experience in defending and settling similar claims. In the opinion of management, after consultation with legal counsel, the claims or actions to which Dole is a party are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s financial position or results of operations.

DBCP Cases: Dole is involved in lawsuits pending in the United States and in foreign countries alleging injury as a result of exposure to the agricultural chemical DBCP (1,2-dibromo-3-chloropropane). Currently there are approximately one hundred and eighty lawsuits in various stages of proceedings alleging injury or seeking enforcement of Nicaragua judgments. In addition, there are sixty-five labor cases pending in Costa Rica under that country’s national insurance program.

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consultation with legal counsel and based on past experience defending and settling DBCP claims, neither the pending lawsuits and claims nor their resolution are expected to have a material adverse effect on Dole’s financial position or results of operations because the probable loss is not material.

On May 6, 2013, Shell filed a complaint against Dole (which was later voluntarily dismissed), BHC, and Lomita Development Company (“Lomita”), seeking indemnity for the costs associated with the lawsuits discussed above (approximately $90.0 million plus attorney fees) and the cleanup discussed below (approximately $310.0 million). In addition to equitable indemnity, Shell claimed that an early entry side agreement between Shell and an entity related to BHC contractually requires BHC to indemnify Shell for anything related to the property. On March 15, 2017, however, the Court ruled that neither BHC nor Lomita is an obligor under the contract. On November 7, 2017, the Court rejected Shell’s alter ego and successorship claims related to the contract. BHC subsequently filed a motion to dismiss Shell’s remaining equitable causes of action as premature due to the outstanding appeal of the Cleanup and Abatement Order (“CAO”). On February 8, 2018, the Court granted BHC’s motion and dismissed the case. Shell subsequently appealed the dismissal. The appellate court upheld the dismissal of Shell’s contract claims and remanded Shell’s equitable claims given that BHC’s challenge of the CAO had become final. The case has been assigned to a new trial court and will move forward under that court’s schedule.

The California Regional Water Quality Control Board (“Water Board”) is supervising the cleanup on the former Shell site. On March 11, 2011, the Water Board issued a CAO naming Shell as the Discharger and a Responsible Party, and ordering Shell to assess, monitor, and cleanup and abate the effects of contaminants discharged to soil and groundwater at the site. On April 30, 2015, the CAO was amended to also name BHC as a discharger. BHC appealed this CAO revision to the California State Water Resources Control Board, which appeal was denied by operation of law when the Board took no action. On September 30, 2015, BHC filed a writ petition in the Superior Court challenging the CAO on several grounds. A trial was held on March 24, 2017, after which the Court denied BHC’s petition. BHC appealed, but the appellate court upheld the trial court’s decision. BHC filed a petition for review with the California Supreme Court but that petition was denied. In the opinion of management, after consultation with legal counsel, the claims or actions related to the former Shell site are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s financial position or results of operations because management believes the risk of loss is remote.

Federal Securities Litigation: Mr. Murdock and the Company are seeking recovery from the Company’s insurers under the Company’s directors and officers’ insurance policies for the settlement of litigation stemming from Mr. Murdock’s 2013 purchase of the Company. The insurers have denied coverage and filed a lawsuit against Mr. Murdock, DFC Holdings, Inc., Michael Carter, and the Company seeking a declaration of no coverage in Delaware state court. The defendants have entered into settlement agreements with five of the six insurers involved in the litigation. The final insurer, RSUI Indemnity Company, dismissed its remaining defenses against coverage but maintained its right to appeal other coverage defenses on which the court had already ruled. All parties have appealed various aspects of the trial court’s decisions, and the matter is awaiting a ruling by the Delaware Supreme Court. Due to the fact that the claim for the portion of the litigation settled by Mr. Murdock was filed first, the insurers’ settlement payments were made to Mr. Murdock, and the Company has not

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received or accounted for any of the insurance proceeds. As part of the agreement with Total Produce, Mr. Murdock is funding all ongoing litigation and will receive any recovery.

NOTE 18 — RELATED PARTY TRANSACTIONS

Mr. Murdock owns, inter alia, Castle and Cooke, Inc. (“Castle”), a transportation equipment leasing company and a hotel. In the years ended December 31, 2020, December 28, 2019 and December 29, 2018, Dole paid Mr. Murdock’s companies an aggregate of approximately $4.3 million, $5.0 million and $4.4 million, respectively, primarily for the rental of truck chassis and generator sets. Castle purchased $0.2 million, $0.9 million and $0.6 million of products from Dole during the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

During the fourth quarter of 2008, Dole and North Carolina State University executed a twenty-year sublease agreement pursuant to which Dole’s research center leases 11,000 gross square feet of office and laboratory space in Kannapolis, North Carolina. Castle is the owner of the property. The rent expense paid to North Carolina State University was $0.7 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018.

On May 20, 2016, Dole entered into a lease agreement with an entity owned by Mr. Murdock to lease 6,799 square feet of a building located in Kannapolis, North Carolina. The lease commenced on October 1, 2016, for a term of five years, with an option to extend for an additional five years. The rent expense paid to an affiliate was $0.3 million for the years ended December 31, 2020, December 28, 2019 and December 29, 2018, respectively.

In the second and third quarter of 2018, Dole loaned $10.0 million (“Affiliate Note 1”) and $15.0 million (“Affiliate Note 2”), respectively, to entities owned by Mr. Murdock in the form of interest-bearing notes. At December 29, 2018, Dole had a receivable of $25.5 million due from affiliates related to these notes and accrued interest, which were included in the consolidated statements of members’ equity. On December 31, 2018, Affiliate Note 1 was canceled, and Affiliate Note 2 was amended into a new agreement with a principal amount of $25.0 million due July 30, 2020. Contemporaneously with the new agreement, the affiliate of Mr. Murdock paid $20.5 million on the outstanding note receivable with $20.0 million applied to principal and $0.5 million applied to accrued interest. The affiliate of Mr. Murdock can re-borrow up to the principal amount of the note at any time up to the maturity date of the respective note. On September 9, 2019, the affiliate of Mr. Murdock re-borrowed $20.0 million. On June 30, 2020, the note was amended and restated to extend the maturity date to December 31, 2020. On December 30, 2020, the note was amended and restated again to extend the maturity date to

F-194

January 31, 2021. In conjunction with these two extensions, accrued interest of $0.9 million and $0.8 million, respectively, was paid to Dole upon execution. As of December 31, 2020, Dole had a note outstanding to an entity owned by Mr. Murdock, including accrued interest, of $25.0 million, with a planned maturity date of January 31, 2021. See Note 22 “Subsequent Events” for additional detail on the extension of the note outstanding to an affiliate of Mr. Murdock.

Dole entered into an agreement with Castle & Cooke Aviation Services, Inc. where the Company utilizes private aircraft services and hangar space owned by Castle. The expense paid was approximately $0.4 million for the year ended December 31, 2020 and $0.5 million for the years ended December 28, 2019 and December 29, 2018, respectively.

Dole made purchases from affiliates of Total Produce of approximately $8.9 million, $4.6 million, and $0.2 million for the years ended December 31, 2020, December 28, 2019, and December 29, 2018, respectively. These transactions were primarily for the purchase of produce. Dole had sales of products to affiliates of Total Produce of approximately $49.0 million, $21.6 million, and $4.3 million for the years ended December 31, 2020, December 28, 2019, and December 29, 2018, respectively. Dole made purchases from affiliates of Total Produce. Dole had net outstanding accounts receivable of $1.4 million from Total Produce at December 31, 2020 and $1.6 million at December 28, 2019.

NOTE 19 — MEMBERS’ EQUITY

Membership Units

In connection with the July 31, 2018 amended and restated limited liability agreement, the membership units were all converted to Class A and Class B units. Additionally, the Company would be managed by a Board of Managers of which three Managers were appointed by Mr. Murdock and three Managers were appointed by Total Produce. The chairperson of the Board of Managers is Mr. Murdock. At December 31, 2020 and December 28, 2019, Dole had no Preferred Units outstanding.

Allocation of Profits and Losses

Indemnifiable Losses

Indemnifiable losses under the amended and restated limited liability agreement are losses for which the Class A Members must provide indemnification to the Class B Member either because the

F-195

Class B Member suffered such loss directly or because it suffered such loss indirectly because of its ownership interest in Dole (in which case, the indemnifiable amount is the total loss multiplied by 0.45). Indemnification is triggered by losses that are suffered because of a breach by the Class A Members of a representation, warranty, covenant, or agreement contained in the Securities Purchase Agreement dated February 1, 2018 entered into among the Members, and by losses arising from the following specific items over and above certain specified amounts applicable to certain categories:

•

the contamination at issue in the litigation related to Barclay Hollander Corporation’s involvement in the development of a residential community in Carson, CA;

•

the historic use of the pesticide DBCP;

•

certain specified employment class action litigation;

•

the listeria outbreak in 2015 and 2016 linked to the Springfield, OH salad plant;

•

underpayment of tax imposed under Section 951 of the Internal Revenue Code;

•

tax payable arising from certain specified tax audits; and

•

claims for indemnification made by Itochu Corporation.

Indemnified losses are also subject to the following limitations:

•

a loss is not indemnifiable unless the total loss arising from the same set of facts is more than $25.0 thousand;

•

losses arising from the breach of certain representations and warranties are capped at $50.0 million; and

•

indemnifiable losses in total are capped at $100.0 million.

Distributions

Dole paid no preferred returns during both the years ended December 31, 2020 and December 28, 2019.

Under the amended and restated limited liability agreement, distributions are distributed to the Members in the following order and priority:

•

Third, if such distributions relates to a Sale Transaction, as defined, requested in writing by the DHM Trust, to the Class A Members until the Class A Members have received an aggregate

F-196

amount equity to the sum of (i) $300.0 million, plus (ii) all amounts previously paid by Total Produce in respect of Second Tranche Units, plus (iii) an amount equal to four percent per annum, accruing on a daily basis from July 31, 2018 and compounded quarterly, on each amount set forth in (i) and (ii) above;

•

Then, to the Members ratably based on the number of Units held by each Member immediately prior to such distribution.

Dole Food Company, Inc.’s ability to declare and pay dividends to the Company is subject to limitations contained in its senior secured credit facilities and note indenture. At both December 31, 2020 and December 28, 2019, under such limitations, Dole had $50.0 million available to declare or pay a dividend. At December 29, 2018, under such limitations, Dole could not declare or pay dividends.

Accumulated Other Comprehensive Loss

Dole’s accumulated other comprehensive loss principally consists of unrealized foreign currency translation gains and losses, unrealized derivative gains and losses, and pension and postretirement obligation adjustments. A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, is as follows:


	Changes in Accumulated Other Comprehensive Loss by Component
	Changes in Fair Value of Cash Flow Hedges			Pension & Other Postretirement Benefit Adjustment			Foreign Currency Translation Adjustment			Total
	(In thousands)
Balance at December 29, 2018	$	—		$	(38,088	)	$	(54,579	)	$	(92,667	)
Other comprehensive (loss) before reclassifications		—			(6,321	)		(8,265	)		(14,586	)
Amounts reclassified from accumulated other comprehensive loss		—			(4,075	)		—			(4,075	)
Income tax benefit		—			1,131			—			1,131

Net current period other comprehensive (loss)		—			(9,265	)		(8,265	)		(17,530	)

Balance at December 28, 2019	$	—		$	(47,353	)	$	(62,844	)	$	(110,197	)

Other comprehensive income (loss) before reclassifications		(14,222	)		(10,624	)		25,575			729
Amounts reclassified from accumulated other comprehensive loss		3,047			2,651			—			5,698
Income tax benefit		2,758			928			—			3,686

Net current period other comprehensive income (loss)		(8,417	)		(7,045	)		25,575			10,113

Balance at December 31, 2020	$	(8,417	)	$	(54,398	)	$	(37,269	)	$	(100,084	)

For the year ended December 31, 2020, amounts reclassified out of accumulated other comprehensive loss for the fair value of cash flow hedges include the reclassification of losses from cash flow hedges of $3.0 million, which were reclassified to cost of sales on the consolidated statements of operations. Amounts reclassified out of accumulated other comprehensive loss for pension and other postretirement benefits include the amortization of net actuarial losses of $2.7 million, which were reclassified to other expense, net, on the consolidated statements of operations.

F-197

For the year ended December 28, 2019, amounts reclassified out of accumulated other comprehensive loss for pension and other postretirement benefits include the reclassification of stranded tax effects of $4.1 million, which were reclassified to accumulated deficit, and the amortization of net actuarial losses of $0.1 million, which were reclassified to other expense, net, on the consolidated statements of operations.

NOTE 20 — INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of December 31, 2020, Dole’s investments in unconsolidated affiliates were $25.6 million, of which $25.0 million represented equity method investments and $0.6 million represented cost method investments. As of December 28, 2019, Dole’s investments in unconsolidated affiliates were $22.7 million, of which $22.2 million represented equity method investments and $0.5 million represented cost method investments. Dole’s consolidated net income includes the proportionate share of the net income or loss of Dole’s equity method investments in affiliates. When Dole records the proportionate share of net income, it increases earnings from equity method investments in Dole’s consolidated statements of operations and the carrying value in that investment in the consolidated balance sheets. Conversely, when Dole records the proportionate share of a net loss, it decreases earnings from equity method investments in Dole’s consolidated statements of operations and the carrying value in that investment in the consolidated balance sheets. Cash dividends received from cost method investments are recorded in other expense, net, in the consolidated statements of operations. Significant equity method and cost method investees as of December 31, 2020 and December 28, 2019 were as follows:


	Significant Equity and Cost Method Investees
	Ownership Interest			Accounting Method		December 31, 2020		December 28, 2019
						(In thousands)
Bananera Tepeyac, S.A		50	%		Equity	$	18,418	$	17,425
Sky View Cooling of Yuma		49	%		Equity		1,314		1,429
Dole Nat, Co. Sa		42	%		Equity		882		—
Trilex		40	%		Equity		2,994		3,038
Reciplast		33	%		Equity		371		294
Morgan Creek Holdings		26	%		Equity		1,000		—
Alamances de Deposito		16	%		Cost		155		155
L.A. Agribusiness		8	%		Cost		208		208
Other		—			Cost/Equity		246		192

Total						$	25,588	$	22,741

Dole’s transactions with its equity method investments primarily pertain to the purchase and sale of bananas and plantains, as well as purchases of supplies such as plastics and packaging materials. During the year ended December 31, 2020, purchases from Dole’s equity method investees were approximately $40.6 million, and sales to Dole’s equity method investees were approximately $12.4 million. During the year ended December 28, 2019, purchases from Dole’s equity method investees were approximately $51.7 million, and sales to Dole’s equity method investees were approximately $9.3 million. During the year ended December 29, 2018, purchases from Dole’s equity method investees were approximately $53.7 million, and sales to Dole’s equity method investees were approximately $2.5 million. At December 31, 2020, outstanding receivables from Dole’s equity method investees were approximately $9.4 million and payables to Dole’s equity method investees were approximately $1.3 million. At December 28, 2019, outstanding receivables from Dole’s equity method investees were approximately $7.8 million and payables to Dole’s equity method investees were approximately $9.7 million.

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NOTE 21 — TOTAL PRODUCE PLC TRANSACTION

See Note 22 “Subsequent Events” below for additional detail on the IPO Agreement between Dole, Total Produce, and Mr. Murdock.

NOTE 22 — SUBSEQUENT EVENTS

Dole evaluated subsequent events through March 10, 2021, the date that Dole’s December 31, 2020 consolidated financial statements were originally issued, and April 28, 2021, the date on which the December 31, 2020 financial statements were reissued.

IPO Agreement

Under the terms of the IPO Agreement, the following two transactions will take place: (i) shares in Total Produce will be exchanged for shares in NewDole through a scheme of arrangement at a fixed exchange ratio, and (ii) DFC Holdings, LLC will merge with a subsidiary of NewDole via a reverse triangular merger. These transactions will result in Total Produce shareholders receiving 82.5% and Mr. Murdock receiving 17.5% of the shares in NewDole outstanding immediately prior to the IPO. Concurrent with these transactions, NewDole will seek an IPO on a major U.S. stock exchange yet to be determined with the intent of raising equity capital between $500.0 and $700.0 million.

The IPO Agreement conditions completion of the IPO Transaction on the IPO achieving a price per NewDole share such that the 17.5% of NewDole shares to be held by Mr. Murdock immediately prior to the IPO have an aggregate value of at least $215.0 million (the “Valuation Floor”), and on Mr. Murdock achieving net proceeds of at least $50.0 million in the sale of shares on a secondary basis in conjunction with the NewDole IPO (the “Minimum Secondary”). The Valuation Floor and Minimum Secondary provisions can be waived by Total Produce and Mr. Murdock by mutual consent at any time prior to completion.

Upon signing the IPO Agreement, the $25.0 million note issued to an affiliate of Mr. Murdock was extended to November 15, 2021, with interest accruing and owed at maturity. The IPO Agreement includes a provision that upon closing of the IPO Transaction, the amount due under the $25.0 million note issued to an affiliate of Mr. Murdock will be cancelled as a result of the way the IPO is structured.

The IPO Transaction is expected to close in the second quarter or third quarter 2021, subject to regulatory and other required approvals and conditions.

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Other Subsequent Events

On January 14, 2021, Dole drew $24.5 million and on April 7, 2021, Dole drew $24.5 million related to the Company’s new vessel financing loan facilities. The funds were used to finance the January 15, 2021 and April 7, 2021 final progress payments of the Company’s two new vessels, and the funds moved directly from the bank to the shipbuilder. Refer to Note 12 “Notes Payable and Long-Term Debt” and Note 17 “Commitments and Contingencies” for additional detail.

On January 29, 2021, Dole received net proceeds of $9.9 million in insurance recoveries related to the November 2020 hurricanes in Honduras.

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Annex A

List of Relevant Territories

1.	The Republic of Albania

2.	The Republic of Armenia

Australia

4.	The Republic of Austria

5.	The Kingdom of Bahrain

6.	The Republic of Belarus

Belgium

8.	Bosnia and Herzegovina

9.	The Republic of Botswana

10.	The Republic of Bulgaria

11.

Canada

12.	The Republic of Chile

13.	The People’s Republic of China

14.	The Republic of Croatia

15.

Cyprus

16.	Czech Republic

17.	The Kingdom of Denmark

18.	The Arab Republic of Egypt

19.	The Republic of Estonia

20.	The Federal Democratic Republic of Ethiopia

21.

Finland

22.

France

23.

Georgia

24.	The Federal Republic of Germany

25.	The Republic of Ghana (DTA not yet in effect)

26.	The Hellenic Republic (Greece)

27.

Hong Kong

28.	The Republic of Hungary

29.	The Republic of Iceland

30.	The Republic of India

31.	The State of Israel

32.

Italy

33.

Japan

34.	The Republic of Kazakhstan

A-1

35.	The Republic of Korea

36.	The State of Kuwait

37.	The Republic of Latvia

38.	The Republic of Lithuania

39.	The Grand Duchy of Luxembourg

40.	The Republic of Macedonia (now the Republic of North Macedonia)

41.

Malaysia

42.

Malta

43.	The United Mexican States (Mexico)

44.	The Republic of Moldova

45.	Montenegro

46.	The Kingdom of Morocco

47.	The Kingdom of the Netherlands

48.	New Zealand

49.	The Kingdom of Norway

50.	The Islamic Republic of Pakistan

51.	The Republic of Panama

52.	The Republic of Poland

53.	Portuguese Republic

54.	State of Qatar

55.

Romania

56.	Russian Federation

57.	Kingdom of Saudi Arabia

58.	The Republic of Serbia

59.	The Republic of Singapore

60.	Slovak Republic

61.	The Republic of Slovenia

62.	The Republic of South Africa

63.	Kingdom of Spain

64.

Sweden

65.	Switzerland

66.	Kingdom of Thailand

67.	The Republic of Turkey

68.	United Kingdom

69.

Ukraine

A-2

70.	United Arab Emirates

71.	The Republic of Uzbekistan

72.	United States of America

73.	The Socialist Republic of Vietnam

74.	The Republic of Zambia

A-3

Ordinary Shares

LOGO

Dole plc

Ordinary Shares

PRELIMINARY PROSPECTUS

Goldman Sachs & Co. LLC

Deutsche Bank Securities

Davy

BofA Securities

BMO Capital Markets

Rabo Securities

Stephens Inc.

, 2021

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

To the fullest extent permitted by Irish law, our Articles of Association confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Act, which prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Act will be void under Irish law, whether contained in its memorandum and articles of association or any contract between the Company and the director or corporate secretary. This restriction does not apply to our executives who are not directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term under the Irish Companies Act.

Our Articles of Association also contain indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.

We expect to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, shall require us to indemnify an indemnitee to the fullest extent permitted by applicable law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the indemnitee in any action or proceeding, including any action or proceeding by us or in our right, arising out of the person’s services as a director or executive officer.

We are permitted under our Articles of Association and the Irish Companies Act to take out directors’ and officers’ liability insurance, as well as other types of insurance, for our directors, officers, employees and agents. We have purchased and maintain a directors’ and officers’ liability policy for such purpose for the benefit of our directors and officers and directors and officers of its subsidiaries.

The proposed form of underwriting agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and officers of the registrant by the underwriters against certain liabilities.

Item 7. Recent Sales of Unregistered Securities.

Not applicable.

Item 8. Exhibits and Financial Statement Schedules.

a. Exhibits

The exhibit index attached hereto is incorporated herein by reference.

b. Financial Statement Schedules

No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.

II-1

Item 9. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

II-2

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

1.1*		Form of Underwriting Agreement

3.1		Form of Memorandum and Articles of Association of the Registrant

5.1*		Opinion of Arthur Cox LLP

10.1		Credit Agreement, dated as of March 26, 2021, among Total Produce plc, the lenders from time to time party thereto and Coöperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent

10.2**		Transaction Agreement, dated February 16, 2021, among Total Produce plc, Total Produce USA Holdings Inc., Dole plc (formerly known as Pearmill Limited), TP-Dole Merger Sub, LLC, DFC Holdings, LLC, The Murdock Group, LLC, Castle & Cooke Holdings, Inc. and Dolicious Corporation

10.3		Amendment No. 1 to Transaction Agreement, dated April 23, 2021, among Total Produce plc, Total Produce USA Holdings Inc., Dole plc (formerly known as Dole Limited and Pearmill Limited), TP-Dole Merger Sub, LLC, DFC Holdings, LLC, The Murdock Group, LLC, Castle & Cooke Holdings, Inc. and Dolicious Corporation

10.4†		Dole plc 2021 Omnibus Incentive Plan

10.5†		Form of Dole plc 2021 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement for named Executive Officers

10.6†		Form of Dole plc 2021 Omnibus Incentive Compensation Plan Stock Option Agreement for named Executive Officers

10.7†		Form of Dole plc 2021 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Director

10.8		Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors

10.9		Form of Registration Rights Agreement

10.10†		Offer Letter between Dole Food Company, Inc and Johan Lindén, dated July 8, 2015

10.11†		Retention Agreement between Dole Food Company, Inc. and Johan Lindén, dated June 14, 2018

10.12†		Dole plc Executive Severance Plan

21.1		List of Subsidiaries

23.1*		Consent of Arthur Cox LLP (included in Exhibit 5.1)

23.2		Consent of KPMG

23.3		Consent of Deloitte & Touche LLP

24.1		Powers of Attorney (included on the signature pages)

99.1		Consent of Carl McCann

99.2		Consent of Rory Byrne

99.3		Consent of Johan Lindén

99.4		Consent of Frank Davis

99.5		Consent of Timothy George

99.6		Consent of Imelda Hurley

II-3


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

99.7		Consent of Rose Hynes

99.8		Consent of Michael Meghen

99.9		Consent of Helen Nolan

99.10		Consent of Jimmy Tolan

99.11		Consent of Kevin Toland

*	To be filed by amendment.

**	Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K and Dole plc agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

†	Compensatory plan or arrangement.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dublin, Ireland on July 2, 2021.


Dole plc
By:		/s/ Rory Byrne
		Name: Rory Byrne Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Rory Byrne, Carl McCann and Frank Davis and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and any additional registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on the date indicated below:


Signature	Title	Date

/s/ Carl McCann Carl McCann	Executive Chairman of the Board	July 2, 2021

/s/ Rory Byrne Rory Byrne	Director and Chief Executive Officer (Principal Executive Officer)	July 2, 2021

/s/ Frank Davis Frank Davis	Director and Chief Financial Officer (Principal Financial and Accounting Officer)	July 2, 2021

II-5

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Dole plc has signed this registration statement on July 2, 2021.


Corporation Service Company
By:		/s/ Megan O’Brien
		Name: Megan O’Brien Title: Asst. VP

II-6

Exhibit 3.1

Companies Act 2014

PUBLIC LIMITED COMPANY

CONSTITUTION

DOLE PUBLIC LIMITED COMPANY

MEMORANDUM OF ASSOCIATION

1.	The name of the Company is DOLE PUBLIC LIMITED COMPANY.

2.	The Company is a public limited company, registered under Part 17 of the Companies Act 2014.

3.	The objects for which the Company is established are:

(a)

To acquire and hold controlling and other interests in the share or loan capital of any company or companies.

(b)

To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board of directors and to exercise its powers as a shareholder of other companies.

(c)

To carry on the businesses of manufacturer, distributor, wholesaler, retailer, service provider, investor, designer, trader and any other business (except the issuing of policies of insurance) which may seem to the Company’s board of directors capable of being conveniently carried on in connection with these objects or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property.

(d)

To purchase, acquire, develop, re-claim, improve, cultivate and work lands and hereditaments of any estate or interest whatsoever, and any rights, privileges or easements over or in respect thereof and erect and build thereon factories, houses, offices and other buildings and to hold, occupy, lease, mortgage, sell or otherwise deal with the same.

(e)

To lay out land for building purposes, and to build on, improve, let on building leases, advance money to persons building on and otherwise develop the same.

(f)

To acquire, improve, manage, work, develop, exercise all rights in respect of, lease, mortgage, sell, dispose of, turn to account and otherwise deal with property of all kinds, and in particular lands, buildings, concessions and patents.

(g)

To purchase, take on lease, or otherwise acquire, any mines, mining rights, and metalliferous land in Ireland or elsewhere, and any interest therein and to explore, work, exercise, develop and turn to account the same.

(h)

To carry on the businesses of an investment, estate and trust company and to raise money on such terms and conditions as may be thought desirable, and invest the amount thereof in or upon or otherwise acquire and hold shares, stocks, debentures, debenture stocks, bonds mortgages, obligations and securities of any kind issued or guaranteed by any public or private company, corporation or undertaking of whatever nature wherever situated or carrying on business, and shares, stocks, debentures, debenture stocks, bonds, obligations and other securities of Ireland or any other government or authority supreme, municipal, local or otherwise in any part of the world.

(i)

To carry on all or any of the businesses aforesaid either as a separate business or as the principal business of the Company, and to carry on any other business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above objects or calculated directly or indirectly to enhance the value of or render more profitable any of the company’s property.

(j)

To incorporate or cause to be incorporated any one or more subsidiaries of the Company (within the meaning of Section 7 of the Companies Act 2014) for the purpose of carrying on any business.

(k)

To acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the Company is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage or deal with any shares, debentures, debenture stock or securities so received.

(l)

To apply for, purchase or otherwise acquire any patents, trade marks, brevets d’invention, licences, copyrights, concessions, registered designs and the like conferring any rights of any sort to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

(m)

To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

(n)

To purchase or otherwise acquire shares and securities of the Company or any company and to sell, hold, re-issue or otherwise deal with the same and to amalgamate with any other company or person.

(o)

To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects or any of them and to obtain from any such government or authority any rights, privileges and concessions which the board of directors think desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

(p)

To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit directors and ex-directors, employees or ex-employees of the Company or the dependents or connections of such persons and (without prejudice to the generality of the foregoing) to grant gratuities, pensions or allowances on retirement or death to or in respect of any such persons and including the establishment of equity award plans, enabling directors, employees and agents of the Company or its subsidiaries or other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object, or any other object whatsoever which the board of directors may think advisable.

(q)

To establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the directors, employees and agents of the Company and its subsidiaries and subject to the Companies Act 2014 to lend or otherwise provide money to the trustees of such schemes or the Company’s employees or the employees of any of its subsidiary or associated companies to enable them to purchase shares of the Company.

(r)

To establish any scheme or otherwise to provide for the purchase by or on behalf of customers of the Company of shares in the Company.

(s)

To promote any company or companies for the purpose of acquiring all or any of the assets and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

(t)

Generally to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the board of directors may think necessary or convenient for the purposes of the Company’s business.

(u)

To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, letting on building leases or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

(v)

To construct, maintain and alter any building or works necessary or convenient for any of the purposes of the Company.

(w)

To invest and deal with the monies of the Company not immediately required in such manner as may from time to time be determined.

(x)

To lend and advance money or give credit to such persons or companies whether with or without security and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company; and to give guarantees or become security for any liabilities or obligations (present or future) of any persons or companies and generally to give any guarantees, indemnities and security on such terms and conditions as the board of directors may think fit.

(y)

To borrow or raise money or capital in any manner and on such terms and subject to such conditions and for such purposes as the Company’s board of directors shall think fit or expedient, whether alone or jointly and/or severally with any other person or company, including, without prejudice to the generality of the foregoing, whether by the issue of debentures or debenture stock (perpetual or otherwise) or otherwise, and to secure, with or without consideration, the payment or repayment of any money borrowed, raised or owing or any debt, obligation or liability of the Company or of any other person or company whatsoever in such manner and on such terms and conditions as the Company’s board of directors shall think fit or expedient and, in particular by mortgage, charge, lien, pledge or debenture or any other security of whatsoever nature or howsoever described, perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, and to purchase, redeem or pay off any such securities or borrowings and also to accept capital contributions from any person or company in any manner and on such terms and conditions and for such purposes as the Company’s board of directors shall think fit or expedient.

(z)

To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any security (including any security denominated or repayable in a currency other than the currency of the State) of any person firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company or subsidiary as defined by the Companies Act 2014 or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business.

(aa)

To engage in currency exchange, interest rate and/or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity) including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars, commodity or index linked swaps and any other foreign exchange, interest rate or commodity or index linked arrangements and such other instruments as are similar to or derive from any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or termination of any such transactions.

(bb)

To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital or any debentures, debenture stock or other securities of the Company or in or about the formation or promotion of the Company or the conduct of its business.

(cc)

To pay all costs, charges, fees and expenses incurred or sustained in or about the promotion, establishment, formation and registration of the Company.

(dd)

To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

(ee)

To undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise.

(ff)

To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the board of directors may think fit, and including for shares, debentures or securities of any other company having objects altogether or in part similar to those of the Company.

(gg)

To adopt such means of making known the products and services of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations.

(hh)

To obtain any enactment for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

(ii)

To procure the Company to be registered or recognised in any country or place, whether as a branch or otherwise.

(jj)

To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any of the property and rights of the Company.

(kk)

To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company’s or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike, movement or organisation, which may be thought detrimental to the interests of the Company or its employees and to subscribe to any association or fund for any such purposes.

(ll)

To make gifts to any person or company including, without prejudice to the generality of the foregoing, capital contributions and to grant bonuses to the Directors or any person or persons who are or have been in the employment of the Company.

(mm)

To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of the gift or otherwise the Directors shall deem fit and to grant any fee farm grant or lease or to enter into any agreement for letting or hire of any such property or assets for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.

(nn)

To do all or any of the above things in any part of the world and as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

(oo)

To distribute any of the property of the Company in specie among the members.

(pp)

To do anything which appears to the Company’s board of directors to be requisite, advantageous or incidental to, or which appears to the Company to facilitate, either directly or indirectly, the attainment of the above objects or any of them.

NOTE: It is hereby declared that the word “Company” in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere.

4.	The liability of the members is limited.

5.	The authorised share capital of the Company is US$3,300,000 divided into 300,000,000 Ordinary Shares with a nominal value of US$0.01 each and 300,000,000 Preferred Shares with a nominal value of US$0.001 each and €25,000 divided into 25,000 euro shares with a nominal value of €1.00 each.

The shares forming the capital, may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.

DOLE PUBLIC LIMITED COMPANY

ARTICLES OF ASSOCIATION

(as amended by Special Resolution dated 2 July 2021)

PART I—INTERPRETATION AND GENERAL

1.	Interpretation

(a)

Sections 77 to 81, 95(1)(a), 95(2)(a), 96, 124, 125(3), 144(3), 144(4), 148(2), 158(3), 159 to 165, 181(1), 182(2), 182(5), 183(3), 187, 188, 218(5), 229, 230, 338(5), 338(6), 618(1)(b), 1090, 1092 and 1113 of the Act shall not apply to the Company.

(b)

In these Articles the following expressions shall have the following meanings:


“Act”		means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;

“Acts”		the Companies Act 2014 and all statutory instruments which are to be read as one with, or construed or read together as one with, the Act;

“Adoption Date”		means the effective date of adoption of these Articles;

“Address”		includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication;

“advanced electronic signature		the meaning given to that expression in the Electronic Commerce Act, 2000;

“Approved Exchange”		The New York Stock Exchange, Nasdaq (or such body or bodies as may succeed to its functions) and any stock and/or investment exchange(s) which may be approved at any time by the Board for the purpose of the listing any shares in the Company on such exchange(s);

“Approved Market”		any market operated by an Approved Exchange;

“Approved Nominee”		means a nominee of a Central Securities Depository or a person appointed under contractual arrangements with the Company to hold shares or rights or interests in shares of the Company on a nominee basis;

“Article”		means an article of these Articles;

“Articles”		these Articles of association as from time to time and for the time being in force;


“Auditors”		the statutory auditors for the time being of the Company;

“Board”		the Board of Directors of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present;

“C&C Parties”		has the same meaning as in the Transaction Agreement;

“Central Securities Depository”		has the meaning given to that term by CSDR;

“Chief Executive Officer”		shall include any equivalent office;

“Chair”		means the person occupying the position of Chair of the Board from time to time;

“Clear Days”		means in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“Company”		means the company whose name appears in the heading to these Articles;

“Company Secretary”		means the person or persons appointed as company secretary or joint company secretary of the Company from time to time and shall include any assistant or deputy secretary;

“Completion”		has the same meaning as in the Transaction Agreement;

“Consideration Shares”		has the same meaning as in the Transaction Agreement;

“CSDR”		Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July, 2014 on improving securities settlement in the European Union and on central securities depositaries and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;

“Directors”		the Directors for the time being of the Company or any of them acting as the board of Directors of the Company;

“DTC”		The Depository Trust Company;

“electronic communication”		the meaning given to that term in the Electronic Commerce Act, 2000, as amended and in addition includes in the case of notices or documents issued on behalf of the Company, such documents being made available or displayed on a website of the Company (or a website designated by the Board);


“electronic signature”		the meaning given to that term in the Electronic Commerce Act, 2000;

“Euroclear Bank”		means Euroclear Bank SA/NV, a company incorporated in Belgium;

“Euroclear Nominees”		means Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank, registered in England and Wales;

“euro shares”		means the euro shares with a nominal value of €1.00 each in the capital of the Company;

“Exchange Act”		means the Securities Exchange Act of 1934 of the United States, as amended;

“Holder”		in relation to any share, the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares;

“IPO”		has the same meaning as in the Transaction Agreement;

“Memorandum”		means the memorandum of association of the Company;

“Merger”		has the same meaning as in the Transaction Agreement;

“Notes”		the Notes appearing at the end of the Takeover Rules as amended from time to time;

“offer period”		has the same meaning as in the Takeover Rules;

“Office”		the registered office for the time being of the Company with the meaning of Section 50 of the Act;

“Ordinary Shares”		means the ordinary shares with a nominal value of US$0.01 each in the capital of the Company;

“owner of a share”		has the same meaning as in section 101 of the Act;

“Preferred Shares”		means the preferred shares with a nominal value of US$0.01 each in the capital of the Company;

“Receiving Agent”		such agent as the Company may appoint from time to time with responsibility for assisting the Company in (inter alia) the settlement of the Share Exchange and the Merger;


“Redeemable Shares”		means redeemable shares as defined by section 64 of the Act;

“Register”		the register of members to be kept as required by the Act;

“Registrar”		the person or persons appointed from time to time to maintain the Register;

“Regulations Governing Uncertificated Shares”		Sections 1087B and 1087C of the Act and the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996, S.I. No. 68 of 1996 and the Companies Act, 1990 (Uncertified Securities) (Amendment) Regulations 2005, including any modification thereof or any regulations in substitution therefore made under Section 1086 of the Act and for the time being in force;

“Seal”		the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Acts;

“Securities Settlement System”		means a securities settlement system (as defined in the CSDR) operated by a Central Securities Depository;

“Section 1062 Notice”		notice issued in accordance with Section 1062 of the Act;

“Share Exchange”		means the acquisition by the Company of 100% of the issued share capital of Total Produce plc in exchange for issuing Ordinary Shares to Total Produce plc’s existing shareholders on the terms and in accordance with the Transaction Agreement;

“State”		Ireland;

“Stock Exchange”		means any securities exchange or other system on which the shares of the Company may be listed or otherwise authorised for trading from time to time in circumstances where the Company has approved such listing or trading;

“Takeover Rules”		means Irish Takeover Panel Act, 1997, Takeover Rules, 2013 as amended from time to time;

“Total Produce Shares”		has the same meaning as in the Transaction Agreement;

“Transaction Agreement”		means the transaction agreement dated 16 February 2021 entered into between Total Produce plc, Dole Food Company, Inc. and affiliates of Castle & Cooke, Inc. in respect of their combination under the Company;


“Treasury Shares”		shares in the Company which have been redeemed or purchased by the Company, as are being held by the Company, as treasury shares in accordance with Section 109 of the Act;

“uncertificated form”		in respect of any share, means a share the title to which is recorded on the Register as being held in uncertificated form and title to which by virtue of the Regulations Governing Uncertificated Shares may be transferred by means of a Central Securities Depository;

“warrants to subscribe”		a warrant or certificate or similar document indicating the right of the registered holder thereof (other than under a share option scheme for employees) to subscribe for shares in the Company.

(c)

Expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes or representing or reproducing words in a visible form except as provided in these Articles and/or where it constitutes writing in electronic form sent to the Company, the Company has agreed to its receipt in such form. Expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these Articles referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner as the Company has approved.

(d)

Unless specifically defined herein or the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Acts but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

(e)

The headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.

(f)

References in these Articles to any enactment or any section or any regulation or provision thereof shall mean such enactment, section or provision as the same may be amended and may be from time to time and for the time being in force.

(g)

In these Articles the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.

(h)

References in these Articles to Euro or cent or € or c shall mean the currency for the time being of the State.

(i)

Reference herein to a share (or to a holding of shares) being in uncertificated form are references to that share being an uncertificated unit of a security.

PART II - SHARE CAPITAL AND RIGHTS

2.	Share capital

The authorised share capital of the Company is US$3,300,000 divided into 300,000,000 Ordinary Shares with a nominal value of US$0.01 each and 300,000,000 Preferred Shares with a nominal value of US$0.001 each and €25,000 divided into 25,000 euro shares with a nominal value of €1.00 each.

3.	Rights attaching to shares

Without prejudice to any special rights conferred on the Holders of any existing shares or class of shares and subject to the provisions of the Act, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine.

4.	Rights attaching to Ordinary Shares

(a)

The rights attaching to the Ordinary Shares shall include the following:

(i)

the right to attend any general meeting of the Company and to exercise one vote per Ordinary Share held at any general meeting of the Company provided however this right is subject to the power of the Board to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting and the authority of the Board and chair of such meetings to maintain order and security;

(ii)

the right to participate pro rata in all dividends declared by the Company by reference to such dividend record date as shall be specified by the Board for the purposes of determining the members entitled to receive payment of any dividend; and

(iii)

the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.

(b)

The rights attaching to the Ordinary Shares may be subject to the terms of issue of any series or class of Preferred Shares allotted by the Board from time to time in accordance with Article 5.

5.	Rights attaching to Preferred Shares

(a)

The Board is empowered to cause the Preferred Shares to be issued from time to time as shares of one or more series of Preferred Shares, and in the resolution or resolutions providing for the issue of Preferred Shares of each particular series, before issuance, the Board is expressly authorised to fix:

(i)

the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except as otherwise provided by the Board in creating such series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the Board;

(ii)

the rate of dividends payable on shares of such series, if any, whether or not and upon what conditions dividends on shares of such series shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate and the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of share capital;

(iii)

the terms, if any, on which shares of such series may be redeemed, including without limitation, the redemption price or prices for such series, which may consist of a redemption price or scale of redemption prices applicable only to redemption in connection with a sinking fund (which term as used herein shall include any fund or requirement for the periodic purchase or redemption of shares), and the same or a different redemption price or scale of redemption prices applicable to any other redemption;

(iv)

the terms and amount of any sinking fund provided for the purchase or redemption of shares of such series;

(v)

the amount or amounts which shall be paid to the holders of shares of such series in case of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary;

(vi)

the terms, if any, upon which the holders of shares of such series may convert shares thereof into shares of any other class or classes or of any one or more series of the same class or of another class or classes;

(vii)

the voting rights, full or limited, if any, of the shares of such series; and whether or not and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more additional Directors, in case of dividend arrears or other specified events, or upon other matters;

(viii)

whether or not the holders of shares of such series, as such, shall have any pre-emptive or preferential rights to subscribe for or purchase shares of any class or series of shares of the Company, now or hereafter authorised, or any securities convertible into, or warrants or other evidences of optional rights to purchase or subscribe for, shares of any class or series of the Company, now or hereafter authorised;

(ix)

the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends, or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, any other class or classes of shares ranking junior to the shares of such series either as to dividends or upon liquidation, dissolution or winding up;

(x)

the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issuance of any additional shares (including additional shares of such series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets upon liquidation; and

(xi)

such other rights, preferences and limitations as may be permitted to be fixed by the Board of the Company under the laws of Ireland as in effect at the time of the creation of such series.

(b)

The Board is authorised to change the designations, rights, preferences and limitations of any series of Preferred Shares theretofore established, no shares of which have been issued.

(c)

The rights conferred upon the member of any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of Preferred Shares in accordance with these Articles.

6.	Rights attaching to euro shares

(a)

Subject to Article 6(b), the euro shares shall rank pari passu in all respects with the Ordinary Shares, such that in advance of the exercise of Article 6(b), the rights attaching to the euro shares shall include the following:

(i)

the right to attend any general meeting of the Company and to exercise one vote per euro share held at any general meeting of the Company provided however this right is subject to the power of the Board to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting and the authority of the Board and chair of such meetings to maintain order and security;

(ii)

(iii)

the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.

(b)

Immediately on the issue of any Ordinary Shares pursuant to the terms of the Share Exchange, the euro shares shall have the following rights and privileges and shall be subject to the restrictions set out in this Article 6(b) without the requirement of any approval by the Board or any shareholders of the Company:

(i)

the euro shares are non-voting shares and do not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting;

(ii)

the euro shares confer the right on a return of capital, on a winding-up or otherwise, only to the repayment of the nominal value paid up on the euro shares after repayment of the nominal value of the Ordinary Shares; and

(iii)

the right of the Company to call for the transfer or surrender to the Company of all of the euro shares as permitted by section 102 of the Act and any Director (the “Agent”) is appointed the attorney of the holder of a euro share with an irrevocable instruction to the Agent to execute all or any forms of transfer and/or renunciation and/or other documents in the Agent’s discretion in relation to the euro shares in favour of the Company or as it may direct and to deliver such forms of transfer and/or renunciation and/or other documents together with any certificate(s) and/or other documents for registration and to do all such other acts and things as may in the reasonable opinion of the Agent be necessary or expedient for the purpose of, or in connection with, the acquisition by the Company of the euro shares for nil consideration and to vest the said euro shares in the Company.

7.	Redeemable shares

Unless the Board determines otherwise, any share in the capital of the Company shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any owner of a share (who may or may not be a member) pursuant to which the Company acquires or will acquire a share in the capital of the Company, or an interest in shares in the capital of the Company, from the relevant person, save for an acquisition for nil consideration pursuant to section 102(1)(a) of the Act. In these circumstances, the acquisition of such shares by the Company, save where acquired for nil consideration in accordance with the Act, shall constitute the redemption of a Redeemable Share in accordance with Chapter 6 of Part 3 of the Act. No resolution, whether special or otherwise, shall be required to be passed to deem any share in the capital of the Company a Redeemable Share. A share shall not be deemed to be a Redeemable Share under this article if it would cause a breach of the limit in Section 1071(b) of the Act. Subject as aforesaid, the Company may cancel any shares so redeemed or may hold them as Treasury Shares and re-issue such Treasury Shares as shares of any class or classes or cancel them.

8.	Variation of rights

(a)

Without prejudice to the authority conferred on the Board pursuant to Article 5 to issue Preferred Shares in the capital of the Company, whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of 75% in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class, and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the class in question or his proxy.

(b)

The redemption or purchase of Preferred Shares or any class or series of Preferred Shares shall not constitute a variation of rights of the holders of Preferred Shares.

(c)

The issue, redemption or purchase of any of the Preferred Shares shall not constitute a variation of the rights of the holders of Ordinary Shares.

(d)

The issue of Preferred Shares or any class or series of Preferred Shares which rank pari passu with, or junior to, any existing Preferred Shares or class of Preferred Shares shall not constitute a variation of the existing Preferred Shares or class of Preferred Shares.

(e)

The rights conferred upon the holders of the shares of any class issued with other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

9.	Trusts not recognised

No person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder. This shall not preclude:

(a)

the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company; or

(b)

the Directors, where they consider it appropriate, providing the information given to the members to the participants recorded as having an entitlement to shares in the Company on the securities accounts of the participants of the securities settlement system operated by a Central Securities Depository.

10.	Disclosure of interests

(a)

If at any time the Directors are satisfied that any member, or any other person appearing to be interested in shares held by such member:

(A) has been duly served with a notice under Section 1062 of the Act (a “Section 1062 notice”) and is in default for the prescribed period (as defined in sub-paragraph (g)(ii) below) in supplying to the Company the information thereby required;

(B) in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular; or

then the Directors may, in their absolute discretion at any time thereafter by notice (a “direction notice”) to such member direct that:

(i)

in respect of the shares in relation to which the default occurred (the “default shares”) the member shall not be entitled to attend or to vote at a general meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company;

(ii)

where the nominal value of the default shares represents at least 0.25 per cent of the nominal value of the issued shares of the class concerned, then the direction notice may additionally direct that:

(A)

except in a liquidation of the Company, no payment shall be made of any sums due from the Company on the default shares, whether in respect of capital or dividend or otherwise, and the Company shall not have any liability to pay interest on any such payment when it is finally paid to the member;

(B)

no other distribution shall be made on the default shares;

(C)

no transfer of any of the default shares held by such member shall be registered unless:

(I)

the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the Directors may in their absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or

(II)

the transfer is an approved transfer (as defined in sub- paragraph (g)(iii)).

The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

(b)

Where any person appearing to be interested in the default shares has been duly served with a direction notice or copy thereof and the default shares which are the subject of such direction notice are held by an Approved Nominee, the provisions of this Article shall be treated as applying only to such default shares held by the Approved Nominee and not (insofar as such person’s apparent interest is concerned) to any other shares held by the Approved Nominee.

(c)

Where the member upon whom a Section 1062 notice is served is an Approved Nominee acting in its capacity as such, the obligations of the Approved Nominee as a member of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by it pursuant to the arrangements entered into by the Company or approved by the Directors pursuant to which it was appointed as an Approved Nominee.

(d)

Any direction notice shall cease to have effect:

(i)

in relation to any shares which are transferred by such member by means of an approved transfer; or

(ii)

when the Directors are satisfied that such member and any other person appearing to be interested in shares held by such member, has given to the Company the information required by the relevant Section 1062 notice.

(e)

The Directors may at any time give notice cancelling a direction notice.

(f)

Unless otherwise required by applicable law, where a notice is served pursuant to the terms of this Article 10 on the Holder of a share and such Holder is a Central Securities Depository (or its nominee(s)) acting in its capacity as operator of a Securities Settlement System, the obligations of the Central Securities Depository (or its nominee(s)) as a Holder pursuant to this Article shall be limited to disclosing to the Company in accordance with this Article such information relating to the ownership of or interests in the share concerned as has been recorded by it pursuant to the rules made and practices instituted by the Central Securities Depository, provided that nothing in this Article shall in any other way restrict the powers of the Directors under this Article. For the purposes of this Article, a person, other than the Holder of a share, shall be treated as appearing to be or to have been interested in that share if the Holder has informed the Company that the person is, or may be, or has been, or may have been, so interested, or if the Company (after taking account of any information obtained from the Holder or, pursuant to a Section 1062 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, or has been, or may have been, so interested.

(g)

For the purposes of this Article:

(i)

a person shall be treated as appearing to be interested in any shares if the member holding such shares has given to the Company a notification under the said Section 1062 which either:

(A)

names such person as being so interested; or

(B)

fails to establish the identities of all those interested in the shares and (after taking into account the said notification and any other relevant Section 1062 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

(ii)

the prescribed period is 28 days from the date of service of the said Section 1062 notice unless:

(A)

the nominal value of the default shares represents at least 0.25 per cent of the nominal value of the issued shares of that class, when the prescribed period is 14 days from that date; or

(B)

the Company is in an offer period, when the prescribe period is 12.00 noon on the next business day from that date.

(iii)

a transfer of shares is an approved transfer if but only if:

(A)

it is a transfer of shares to an offeror by way or in pursuance of acceptance of an offer made to all the Holders (or all the Holders other than the person making the offer and his nominees) of the shares in the Company to acquire those shares or a specified proportion of them; or

(B)

the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with other persons appearing to be interested in such shares; or

(C)

the transfer results from a sale made through a stock exchange on which the Company’s shares are normally traded.

(h)

Nothing contained in this Article shall limit the power of the Company under Section 1066 of the Act.

(i)

Where any member, or any other person with an interest in shares held by such member, is deemed by Section 1048 or 1050 of the Act to have an interest in 3% or more of the issued share capital of the Company, such member or person shall be required to notify the Company both of the existence of such interest and any event which results in the member or person ceasing to be so interested. Such notification shall be made in the same manner and within the same time period as specified in Sections 1052 and 1053 of the Act.

(j)

For the purpose of establishing whether or not the terms of any notice served under this Article shall have been complied with the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.

11.	Allotment of shares

(a)

Subject to the provisions of the Acts relating to authority, pre-emption or otherwise in regard to the issue of, or the grant of options over, or other rights to subscribe for, new shares and of any resolution of the Company in general meeting passed pursuant thereto, all unissued shares (including Treasury Shares) for the time being in the capital of the Company shall be at the disposal of the Directors (and any committee established under Article 89 and so authorised by the Directors and any person so authorised by the Directors or such committee) and (subject to the provisions of the Acts) they may allot, grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders, and except as provided in the Act no share shall be issued at a discount and so that, in the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.

(b)

Without prejudice to the generality of the powers conferred on the Directors by the other paragraphs of this Article and subject to any requirement to obtain the approval of the members under any laws, regulations or the rules of any Stock Exchange, the Directors may grant from time to time options to subscribe for the unallotted shares in the capital of the Company to persons in the service or employment of the Company or any subsidiary or associated company of the Company (including Directors holding executive offices) on such terms and subject to such conditions as may be approved from time to time by the Directors or by any committee thereof appointed by the Directors for the purpose of such approval.

(c)

The Company may issue warrants to subscribe (by whatever name they are called) to any person to whom the Company has granted the right to subscribe for shares in the Company (other than under a share option scheme for employees) certifying the right of the registered holder thereof to subscribe for shares in the Company upon such terms and conditions as the right may have been granted.

(d)

The Directors are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities within the meaning of section 1021 of the Act. The maximum amount of relevant securities which may be allotted under the authority hereby conferred shall be the amount of the authorised but unissued share capital of the Company at the Adoption Date. The authority hereby conferred shall expire on the date which is five (5) years after the Adoption Date unless and to the extent that such authority is renewed, revoked or extended prior to such date. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement, notwithstanding that the authority hereby conferred has expired.

(e)

The Directors are hereby empowered pursuant to sections 1022 and 1023 of the Act to allot equity securities (within the meaning of the said section 1023) for cash pursuant to the authority conferred by Article 11(d) as if section 1022(1) of the Act did not apply to any such allotment. The authority conferred by this Article 11(e) shall expire on the date which is five (5) years after the Adoption Date unless previously renewed, varied or revoked; provided that the Company may before the

expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this Article 11(e) had not expired.

(f)

The Company may issue permissible letters of allotment (as defined by section 1019 of the Act) to the extent permitted by the Act.

12.	Financial Assistance for acquisition of Shares

The Company may give financial assistance for the purpose of an acquisition of its shares or, where the Company is a subsidiary, its holding company where permitted by sections 82 and 1043 of the Act.

13.	Payment of commission

The Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. On any issue of shares the Company may also pay such brokerage as may be lawful.

14.	Payment by instalments

If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment when due shall be paid to the Company by the person who for the time being shall be the Holder of the share.

PART III - SHARE CERTIFICATES, ISSUE OF NEW SHARES FOR THE SHARE EXCHANGE AND THE MERGER AND ISSUE OF SHARES INTO A CENTRAL SECURITIES DEPOSITORY

15.	Issue of certificates

(a)

Unless otherwise determined by the Directors or the rights attaching to or by the terms of issue of any particular shares, or to the extent required by the Act, any Stock Exchange, depository or any operator of any clearance or settlement system, no person whose name is entered as a member in the Register shall be entitled to receive a share certificate for any shares of any class held by him or her in the capital of the Company (nor on transferring part of a holding, to a certificate for the balance).

(b)

Any share certificate, if issued, shall specify the number of shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid, as the case may be, and may otherwise be in such form as shall be determined by the Directors. Such certificates may be under seal. All certificates for shares in the capital of the Company shall be consecutively numbered or otherwise identified and shall specify the shares in the capital of the Company to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the Register. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares in the capital of the Company shall have been surrendered and cancelled. The Directors may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process. In respect of a share or shares in the capital of the Company held jointly by several persons, the

Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating such evidence, as the Directors may prescribe, and, in the case of defacement or wearing out, upon delivery of the old certificate.

16.	Issue of new shares for the Share Exchange, the Merger and the IPO

(a)

For the purpose of issuing the Ordinary Shares required for the settlement of the Company’s obligations under the Share Exchange insofar as such obligations relate to Total Produce Shares which were registered in the name of Euroclear Nominees immediately prior to Completion, the Board is irrevocably instructed to appoint any person (including any officer or employee of the Company, the Registrar, Receiving Agent, Cede & Co and DTC) as attorney or agent to do everything necessary to complete the issue of such Ordinary Shares by either:

(i)

registering the Ordinary Shares in the name of Cede & Co (as nominee DTC) and instructing DTC to credit book-entry interest representing such Ordinary Shares to the DTC participant account of Euroclear Bank and do all such other things and execute and deliver all such documents and electronic communications as may be required by DTC or Euroclear Bank as may, in the opinion of such attorney or agent, be necessary or desirable to vest such Ordinary Shares in the name of Cede & Co (as nominee of the DTC) and instruct DTC to issue and credit book-entry interests representing such Ordinary Shares to the nominated DTC participant account of Euroclear Bank; or

(ii)

registering the Ordinary Shares in the name of Euroclear Nominees and doing such other things as Euroclear Nominees may reasonable require for such Ordinary Shares to be admitted to the Central Securities Depository operated by DTC, whereby the Ordinary Shares will be transferred to Cede & Co. (as nominee of the DTC), causing DTC to credit the relevant book-entry interest representing such Ordinary Shares to the nominated DTC participant account of Euroclear Bank.

(b)

(i)

the Board is irrevocably instructed to appoint any person (including any officer or employee of the Company, the Registrar, the Receiving Agent, Cede & Co and DTC) as attorney or agent to do everything necessary to complete the issue of such Ordinary Shares and take any action necessary or desirable to enable such Ordinary Shares to be recorded in book-entry form in the records of Dole plc; and

(ii)

the Registrar and the Company Secretary are authorised to release such personal data of the Holders of the Ordinary Shares to the extent required to effect such registration in book-entry form in the records of Dole plc.

(c)

For the purpose of discharging the Company’s obligations under the Merger, the Company shall issue the Consideration Shares on Completion to the C&C Parties in accordance with the terms of the Transaction Agreement and in such manner as the Company shall agree with the C&C Parties.

(d)

For the purpose of issuing the Ordinary Shares required for the settlement of the Company’s obligations under the IPO, the Board is irrevocably instructed to appoint any person (including any officer or employee of the Company, the Registrar, Receiving Agent, Cede & Co and DTC) as attorney or agent to do everything necessary to complete the issue of such Ordinary Shares by registering the Ordinary Shares in the name of Cede & Co (as nominee DTC) and instructing DTC to credit book-entry interest representing such Ordinary Shares to such DTC’s accounts as are notified to the Company by the underwriters in the IPO.

(e)

Any attorney or agent appointed pursuant to this Article is empowered to give such receipts or indemnities on behalf of the Company as may be required for the withdrawal of all Total Produce Shares from Euroclear Bank.

(f)

Notwithstanding any contrary provision in these Articles, the Company shall not be obliged to issue any certificates in respect of the Ordinary Shares issued in accordance with this Article.

17.	Issue or transfer of shares into a Central Securities Depository

(a)

Notwithstanding anything in these Articles to the contrary and subject to the rules of the applicable Central Securities Depository, the Directors may permit any class of shares to be held, and trades in those shares to be settled, through a Securities Settlement System operated by a Central Securities Depository. Without prejudice to the generality and effectiveness of the foregoing:

(i)

the Directors may make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit for the purpose of implementing and/or supplementing the provisions of this Article and the facilities and requirements of the Securities Settlement System and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article;

(ii)

the Directors may utilise the Securities Settlement System to the fullest extent available from time to time in the exercise of the Company’s powers or functions under the Acts or these Articles or otherwise in effecting any actions;

(iii)

for the purposes of Article 119, any payment in the case of shares held through a Securities Settlement System may be made by means of the Securities Settlement System (subject always to the facilities and requirements of the Securities Settlement System) and without prejudice to the generality of the foregoing, the making of a payment in accordance with the facilities and requirements of the Securities Settlement System concerned shall be a good discharge to the Company;

(iv)

where any class of shares in the capital of the Company is held through a Securities Settlement System and the Company is entitled under any provisions of the Acts, or the rules made and practices instituted by the Central Securities Depository or under these Articles, to dispose of, forfeit, enforce a lien or sell or otherwise procure the sale of any such shares, such entitlement (to the extent permitted by the Acts and the rules made and practices instituted by the Central Securities Depository):

(A)

shall include the right to require the Central Securities Depository of such Securities Settlement System to take such steps as may be necessary to sell or transfer such shares and/or to appoint any person to take such other steps in the name of the central securities depository (or its nominees(s)) as may be required to effect a transfer of such shares and such steps shall be as effective as if they had been taken by the Central Securities Depository (or its nominee(s)); and

(B)

shall be treated as applying only to such shares held by the Central Securities Depository or its nominee(s) and not to any other shares held by the Central Securities Depository or its nominee(s).

(b)

Once registered recorded in the book-entries of a Central Securities Depository, the relevant shares are to be held on a fungible basis so that a Holder of such shares shall not be entitled to require the return of exactly the same shares as were originally issued or transfer into the Central Securities Depository.

PART IV - LIEN ON SHARES

18.	Extent of lien

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all moneys payable in respect of it.

19.	Power of sale

The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the share may be sold, has been given to the Holder of the share or to the person entitled to it by reason of the death or bankruptcy of the Holder.

20.	Power to effect transfer

To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase monies nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Where a share, which is to be sold as provided for in this Part IV, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the Regulations Governing Uncertificated Shares to change such share into certificated form prior to its sale under this Part.

21.	Proceeds of sale

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall be paid to the person entitled to the shares at the date of the sale.

PART V - CALLS ON SHARES AND FORFEITURE

22.	Making of calls

Subject to the terms of allotment, the Directors may make calls upon the members in respect of any monies unpaid on their shares and each member (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part, in each case as the Directors may determine. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

23.	Time of call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

24.	Liability of joint Holders

The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

25.	Interest on calls

If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at a rate not exceeding five per cent per annum or such other rate as may be specified by an order under section 2(7) of the Act, but the Directors may waive payment of the interest wholly or in part.

26.	Instalments treated as calls

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

27.	Power to differentiate

Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the Holders in the amounts and times of payment of calls on their shares.

28.	Interest on moneys advanced

The Directors, if they think fit, may receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) fifteen per cent. per annum, or such other rate as may be specified by an order under section 2(7) of the Act) as may be agreed upon between the Directors and the member paying such consideration in advance.

29.	Notice requiring payment

(a)

If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

(b)

The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

(c)

If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

(d)

On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the member sued is entered in the Register as the Holder, or one of the Holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

30.	Power of disposal

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he shall be registered as the Holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. Where a share, which is to be sold as provided for in this Part V, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the Regulations Governing Uncertificated Shares to change such share into certificated form prior to its sale under this Part.

31.	Effect of forfeiture

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

32.	Statement of Forfeiture

A statement in writing that the maker of the statement is a Director or the Company Secretary of the Company, and that a share in the Company has been duly forfeited on the date stated in the statement, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

33.	Payment of sums due on share issues

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

34.	Surrender of shares

The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it has been forfeited.

PART VI - CONVERSION OF SHARES INTO STOCK

35.	Conversion of shares into stock

The Company by ordinary resolution may convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination.

36.	Transfer of stock

The Holders of stock may transfer the same or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might have been transferred before conversion, or as near thereto as circumstances admit. The Directors may fix from time to time the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of each share from which the stock arose.

37.	Rights of stockholders

(a)

The Holders of stock shall have, according to the amount of stock held by them, the same rights, privileges and advantages in relation to dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which, if existing in shares, would not have conferred that right, privilege or advantage.

(b)

Such of these Articles as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

PART VII - TRANSFER OF SHARES

38.	Form of instrument of transfer

Subject to the restrictions of these Articles, Article 3(2) of CSDR (if applicable) and to such of the conditions of issue as may be applicable, the shares of any member may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve. The Directors may also permit title to any shares in the Company to be transferred without a written instrument where permitted by the Acts and the Regulations Governing Uncertificated Shares subject to compliance with the requirements imposed under the relevant provisions of the Acts and any additional requirements which the Directors may approve.

39.	Execution of instrument of transfer

(a)

The instrument of transfer of any share shall be executed by or on behalf of the transferor and, in cases where the share is not fully paid, by or on behalf of the transferee. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the Register in respect thereof.

(b)

The instrument of transfer of any share may be executed for and on behalf of the transferor by the Company Secretary or any other party designated by the Board for such purpose, and the Company Secretary or any other party designated by the Board for such purpose shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Company Secretary or any other party designated by the Board for such purpose as agent for the transferor, be deemed to be a proper instrument of transfer for the purposes of the Act. The transferor shall be deemed to remain the member holding the share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.

(c)

Notwithstanding the provisions of these Articles and subject to any regulations made under Section 1086 of the Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with the Regulations Governing Uncertificated Shares and/or section 1086 of the Act or any regulations made thereunder. The Directors shall have the power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these Articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.

(d)

The Company, at its absolute discretion and insofar as the Acts or any other applicable law permits, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the

Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set off the stamp duty against any dividends payable to the transferee of those shares and (iii) to the extent permitted by section 1042 of the Act, claim a first and paramount lien on the shares on which stamp duty has been paid by the Company or its subsidiaries for the amount of stamp duty paid.

40.	Refusal to register transfers

(a)

The Directors in their absolute discretion and without assigning any reason therefor may decline to register:

(i)

any transfer or renunciation of a renounceable letter of allotment in respect of a share which is not fully paid; or

(ii)

any transfer to or by a minor or person of unsound mind,

but this shall not apply to a transfer or renunciation in respect of such a share which are listed or dealt in on any Approved Market on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis.

(b)

The Directors may decline to recognise any instrument of transfer or renunciation in respect of a share unless:

(i)

it (being a transfer or renunciation which is not effected in a manner permitted by Article 39(c)) is accompanied by the certificate of the shares to which it relates (if any) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

(ii)

it is in respect of one class of share only;

(iii)

it is in favour of not more than four transferees;

(iv)

the instrument of transfer is duly stamped if required and lodged at the Office or at such other place as the Directors may appoint;

(v)

they are satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and

(vi)

they are satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are party or subject.

(c)

The Directors may decline to register any transfer of shares in uncertificated form only in such circumstances as may be permitted or required by the Regulations Governing Uncertificated Shares.

(d)

Subject to any directions of the Board from time to time in force, the Company Secretary or any other party designated by the Board for such purpose may exercise the powers and discretions of the Board under this Article 40.

41.	Procedure on refusal

If the Directors refuse to register a transfer then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

42.	Absence of registration fees

No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

43.	Retention of transfer instruments

The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

44.	Renunciation of allotment

Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by the allottee in favour of some other person.

PART VIII - TRANSMISSION OF SHARES

45.	Death of a member

If a member dies the survivor or survivors where he was a joint Holder, and his personal representatives where the deceased was a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

46.	Transmission on death or bankruptcy

A person becoming entitled to a share in consequence of the death or bankruptcy of a member may elect, upon such evidence being produced as the Directors may properly require, either to become the Holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the Holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

47.	Rights before registration

A person becoming entitled to a share by reason of the death or bankruptcy of a member (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights to which he would be entitled if he were the Holder of the share, except that, before being registered as the Holder of the share, he shall not be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of shares in the Company, so, however, that the Directors, at any time, may give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within ninety days, the Directors thereupon may withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

PART IX - ALTERATION OF SHARE CAPITAL

48.	Increase of capital

(a)

The Company from time to time by ordinary resolution may increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

(b)

Subject to the provisions of the Acts, the new shares shall be issued to such persons, upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special, or without any, right of voting.

(c)

Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered part of the pre-existing ordinary capital and shall be subject to the provisions herein contained with reference to calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

49.	Variation of Company capital

(a)

The Company, by ordinary resolution and in accordance with section 83 of the Act, may:

(i)

consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares;

(ii)

subdivide its shares, or any of them, into shares of smaller nominal value, so however that in the sub-division the proportion between the amount paid and the amount, if any , unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived (and so that the resolution whereby any share is sub-divided may determine that, as between the Holders of the shares resulting from such sub-division, one or more of the shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares);

(iii)

increase the nominal value of any of its shares by the addition to them of any undenominated capital;

(iv)

reduce the nominal value of any of its shares by the deduction from them of any part of that value, subject to the crediting of the amount of the deduction to undenominated capital, other than the share premium account;

(v)

without prejudice or limitation to Part XXII of these Articles and the powers conferred on the Directors thereby, convert any undenominated capital into shares for allotment as bonus shares to holders of existing shares;

(vi)

increase its share capital by new shares of such amount as it thinks expedient; or

(vii)

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

(b)

Subject to the provisions of these Articles, the Company may by special resolution, and subject to the provisions of the Act governing the variation of rights attached to classes of shares and the amendment of these Articles, convert any of its shares into Redeemable Shares.

50.	Fractions on consolidation

Subject to the provisions of these Articles, whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may sell, on behalf of those members, the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

51.	Purchase of own shares

The Company is authorised, for the purposes of section 105(4)(a) of the Act, but subject to section 1073 of the Act, to acquire its own shares.

52.	Reduction of capital

(a)

The Company may, in accordance with the provisions of sections 84 to 87 of the Act, reduce its company capital in any way it thinks expedient and, without prejudice to the generality of the foregoing, may thereby:

(i)

extinguish or reduce the liability on any of its shares in respect of share capital not paid up;

(ii)

either with or without extinguishing or reducing liability on any of its shares, cancel any paid up company capital which is lost or unrepresented by available assets; or

(iii)

either with or without extinguishing or reducing liability on any of its shares, pay off any paid up company capital which is in excess of the wants of the Company.

(b)

Unless the special resolution provides otherwise, a reserve arising from the reduction of company capital is to be treated for all purposes as a realised profit in accordance with section 117(9) of the Act. Nothing in this Article 52 shall, however, prejudice or limit the Company’s ability to perform or engage in any of the actions described in section 83(1) of the Act by way of ordinary resolution only.

PART X - GENERAL MEETINGS

53.	Location of General Meetings

(a)

All general meetings of the Company shall be held in such place and at such time as the Directors shall determine.

(b)

An annual general meeting or extraordinary general meeting of the Company may be held outside of Ireland. The Company shall make, at its expense, all necessary arrangements to ensure that members can by technological means participate in any such meeting without leaving Ireland.

(c)

A general meeting of the Company may be held in two or more venues (whether inside or outside of Ireland) at the same time using any technology that provides members, as a whole, with a reasonable opportunity to participate, and such participation shall be deemed to constitute presence in person at the meeting.

54.	Annual general meetings

The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.

55.	Extraordinary general meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

56.	Closing Register or Fixing Record Date

(a)

For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or members entitled to receive payment of any dividend, or in order to make a determination of members for any other proper purpose, the Board may provide, subject to the requirements of section 174 of the Act, that the Register shall be closed for transfers at such times and for such periods, not exceeding in the whole thirty days in each year. If the Register shall be so closed for the purpose of determining members entitled to notice of, or to vote at, a meeting of members, such Register shall, subject to applicable law and Stock Exchange rules, be so closed for at least five days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

(b)

In lieu of, or apart from, closing the Register, the Board may fix in advance a date as the record date:

(i)

for any such determination of members entitled to notice of or to vote at a meeting of the members, which record date shall not, subject to applicable law and Stock Exchange rules, be more than sixty days before the date of such meeting, and

(ii)

for the purpose of determining the members entitled to receive payment of any dividend or other distribution, or in order to make a determination of members for any other proper purpose, which record date shall not, subject to applicable law and Stock Exchange rules, be more than sixty days prior to the date of payment of such dividend or other distribution or the taking of any action to which such determination of members is relevant.

(c)

If the Register is not so closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date immediately preceding the date on which notice of the meeting is deemed given under these Articles shall be the record date for such determination of members. Where a determination of members entitled to vote at any meeting of members has been made as provided in these Articles, such determination shall apply to any adjournment thereof; provided, however, that the Board may fix a new record date of the adjourned meeting, if they think fit.

57.	Convening general meetings

The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Acts. If at any time the number of Directors is less than three, any Director or any two members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

58.	Class meetings

All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:

(a)

the necessary quorum shall be two or more persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class or, at any adjourned meeting of such Holders, one Holder present in person or by proxy, whatever the amount of his holding, shall be deemed to constitute a meeting; and

(b)

any Holder of shares of the class present in person or by proxy may demand a poll; and

(c)

on a poll, each Holder of shares of the class shall have one vote in respect of every share of the class held by him.

59.	Notice of general meetings

(a)

Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days’ notice. Any other extraordinary general meeting shall also be called by at least twenty-one days’ notice, except that it may be called by fourteen days’ notice where:

(i)

all members, who hold shares that carry rights to vote at the meeting, are permitted to vote by electronic means at the meeting; and

(ii)

a special resolution reducing the period of notice to fourteen days has been passed at the immediately preceding annual general meeting, or at a general meeting held since that meeting.

(b)

Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to any restrictions imposed on any shares, the notice shall be given to all the members, the assignee in bankruptcy of a bankrupt member of the Company (being a bankrupt member who is entitled to vote at the meeting), to the Directors and unless the Company is entitled to and has availed itself of the audit exemption under the Act, the Auditors (who shall also be entitled to receive other communications relating to any general meeting which a member is entitled to receive).

(c)

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

(d)

In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive such notice shall not invalidate any resolution passed or any proceeding at any such meeting. A member present, either in person or by proxy, at any general meeting of the Company or of the holders of any class of shares in the Company will be deemed, subject to Article 59(f), to have received notice of that meeting and, where required, of the purpose for which it was called.

(e)

Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Acts.

(f)

Whenever any notice is required to be given by law or by these Articles to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

PART XI - PROCEEDINGS AT GENERAL MEETINGS

60.	Quorum for general meetings

(a)

No business other than the appointment of the chair of the meeting shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, two persons in person or by proxy and having the right to attend and vote at the meeting and together holding shares representing more than 50% of the votes that may be cast by all members at the relevant time shall be a quorum. For the avoidance of doubt, at any time when the Company is a single-member company, one member of the Company present in person or by proxy at a general meeting of it shall be a quorum.

(b)

If such a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine. If at the adjourned meeting such a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, a proxy appointed by a Central Securities Depository entitled to be counted in a quorum present at the meeting shall be a quorum provide that the proxy represents more than 33% of the votes that may be cast by all members at the relevant time.

61.	Special business

All business shall be deemed special that is transacted at an extraordinary general meeting. All business that is transacted at an annual general meeting shall also be deemed special, with the exception of declaring a dividend, the review by the members of the Company’s affairs, the consideration of the Company’s statutory financial statements and report of the Directors and the report of the Auditors on those statements, and the election of Directors in the place of those retiring (whether by rotation or otherwise), the fixing of the remuneration of the Directors, the re-appointment of the retiring Auditors (subject to Sections 380 and 382 to 385 of the Act) and the fixing of the remuneration of the Auditors.

62.	Ordinary Resolutions

Except where a greater majority is required by the Act or these Articles, any question proposed for a decision of the members at any general meeting of the Company or a decision of any class of members at a separate meeting of any class of shares shall be decided by an ordinary resolution.

63.	Business properly brought before General Meetings

(a)

At any meeting of the members, only such business shall be conducted as shall have been properly brought before such meeting. To be properly brought before an annual general meeting, business must be:

(i)

specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board;

(ii)

otherwise properly brought before the meeting by or at the direction of the Board; or

(iii)

otherwise properly brought before the meeting by a member.

(b)

Without prejudice to any procedure which may be permitted under the Act, for business to be properly brought before an annual general meeting by a member:

(i)

the member shall have owned such minimum number of Ordinary Shares for such period as shall be specified by the Board or, if applicable to the Company, as shall be specified in Rule 14a-8 of the Exchange Act from time to time;

(ii)

the proposal by the member shall be excludable by the Act, these Articles, Rule 14a-8 of the Exchange Act (if applicable to the Company) or where Rule 14a-8 is not applicable to the Company, by the determination of the Board having regard to the substantive bases for exclusion of proposals as contemplated by Rule 14a-8 of the Exchange Act;

(iii)

the member must have given timely notice thereof in writing to the Company Secretary. To be timely, a member’s notice must be received not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual general meeting; provided, however, that in the event that the date of the annual general meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary, notice by the member to be timely must be so received not earlier than the 90th day prior to such annual general meeting and not later than the close of business on the later of:

(A)

the 60th day prior to such annual general meeting; or

(B)

the tenth day following the date on which notice of the date of the annual general meeting was mailed or public disclosure thereof was made by the Company,

For the avoidance of doubt, in no event shall the adjournment or postponement of any general meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a member’s notice to the Company Secretary pursuant to this Article 63(b).

(iv)

each such notice shall set forth as to each matter the member proposes to bring before the annual general meeting:

(A)

a brief description of the business desired to be brought before the annual general meeting and the reasons for conducting such business at the meeting;

(B)

the name and address, as they appear on the Register, of the member proposing such business;

(C)

the class, series and number of shares of the Company which are beneficially owned by the member;

(D)

whether and the extent to which any hedging, derivative or other transaction is in place or has been entered into within the prior six months preceding the date of delivery of the notice by or for the benefit of the member with respect to the Company or its subsidiaries or any of their respective securities, debt instruments or credit ratings, the effect or intent of which transaction is to give rise to gain or loss as a result of changes in the trading price of such securities or debt instruments or changes in the credit ratings for the Company, its subsidiaries or any of their respective securities or debt instruments (or, more generally, changes in the perceived creditworthiness of the Company or its subsidiaries), or to increase or decrease the voting power of the member, and if so, a summary of the material terms thereof; and

(E)

any material interest of the member in such business.

(c)

To be properly brought before an extraordinary general meeting, business must be:

(i)

specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or by the Company Secretary pursuant to the applicable provisions of these Articles;

(ii)

otherwise properly brought before the meeting by or at the direction of the Board; or

(iii)

otherwise properly brought before the meeting by any members of the Company pursuant to the valid exercise of power granted to them under the Act.

(d)

The chair of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of these Articles, and if he or she should so determine, any such business not properly brought before the meeting shall not be transacted. Nothing herein shall be deemed to affect any rights of members to request inclusion of proposals in the resolutions to be voted on at the annual general meeting as set out in the notice convening the meeting.

64.	Chair of general meetings

(a)

The Chair or, in his absence, some other Director nominated by the Board, shall preside as chair at every general meeting of the Company. If at any general meeting none of such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chair of the meeting and, if there is only one Director present and willing to act, he shall be chair.

(b)

If at any meeting no Director is willing to act as chair or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present (whether in person or by proxy) and entitled to vote shall choose one of the members or a proxy present at the meeting to be chair of the meeting.

(c)

At each meeting of members, the chair of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the members will vote at the meeting and shall determine the order of business and all other matters of procedure.

(d)

The Directors may adopt such rules, regulations and procedures for the conduct of any meeting of the members as they deem appropriate. Except to the extent inconsistent with any applicable rules, regulations and procedures adopted by the Board, the chair of any meeting may adopt such rules, regulations and procedures for the meeting, which need not be in writing, and take such actions with respect to the conduct of the meeting, as the chair of the meeting deems appropriate, to maintain order and safety and for the conduct of the meeting.

65.	Directors’ and Auditors’ right to attend general meetings

A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.

66.	Adjournment of general meetings

The chair of the meeting, with the consent of a meeting at which a quorum is present, may (and if so directed by the meeting, shall) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for thirty days or more, notice shall be given as in the case of an original meeting specifying the time and meeting and the general nature of the business to be transacted. Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

67.	Voting

(a)

At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

(b)

Save as provided in paragraph (c) of this Article, a poll shall be taken in such manner as the chair of the meeting directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(c)

A poll demanded on the election of a chair of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time (not being more than thirty days after the poll is demanded) and place as the chair of the meeting may direct. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded.

(d)

No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.

(e)

If authorised by the Directors, any vote taken by written ballot may be satisfied by a ballot submitted by electronic and/or telephonic transmission, provided that any such electronic or telephonic submission must either set forth or be submitted with information from which it can be determined that the electronic or telephonic submission has been authorised by the member or proxy.

68.	Votes of members

(a)

Votes may be given either personally or by proxy or a duly authorised representative of a corporate member.

(b)

On a poll taken at a meeting of the members of the Company or a meeting of any class of members of the Company, a member, whether present in person or by proxy, entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

(c)

Subject to any rights or restrictions for the time being attached to any class or classes of shares in the capital of the Company, every member of record present in person or by proxy shall have one vote for each share registered in his or her name in the Register.

(d)

A person shall be entered on the Register by the record date specified by the Board in respect of the relevant general meeting in order to exercise the right of a member to participate and vote at the general meeting and any change to an entry on the Register after the record date shall be disregarded in determining the right of any person to attend and vote at the meeting.

(e)

Subject to such requirements and restrictions as the Directors may specify, the Company may permit members to vote by correspondence in advance of a general meeting in respect of one or more of the resolutions proposed at a meeting. Where the Company permits members to vote by correspondence, it shall only count votes cast in advance by correspondence, where such votes are received at the address and before the date and time specified by the Company, provided the date and time is no more than 24 hours before the time at which the vote is to be concluded.

69.	No chair casting vote

Where there is an equality of votes, the chair of the meeting shall not have a second or casting vote.

70.	Voting by joint Holders

Where there are joint Holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose seniority shall be determined by the order in which the names of the Holders stand in the Register in respect of the share.

71.	Voting by incapacitated Holders

A member who has made an enduring power of attorney, or a member in respect of whom an order has been made by any court having jurisdiction in cases of unsound mind, may vote by his or her committee, donee of an enduring power of attorney, receiver, guardian or other person appointed by the foregoing court, and any such committee, donee of an enduring power of attorney, receiver, guardian or other persons appointed by the foregoing court may speak or vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other Address as is specified in accordance with these Articles for the receipt of appointments of proxy, not less than forty eight hours before the time for holding the meeting or adjourned meeting at which such person claims to vote (subject to the requirements of the Acts) and in default the right to vote shall not be exercisable.

72.	Written Resolution of the Members

(a)

For so long as the Company has more than one shareholder, unanimous consent of the holders of the Ordinary Shares shall be required before the shareholders may act by way of written resolution in lieu of holding a meeting.

(b)

Except in the case of the removal of statutory auditors or Directors and subject to the Act and the provisions of Article 72(a), anything which may be done by resolution in general meeting of all or any class or resolution in writing, signed by all of the holders or any class thereof or their proxies (or in the case of a holder that is a corporation (whether or not a company within the meaning of the Acts) on behalf of such holder) being all of the holders of the Company or any class thereof, who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution shall be valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company or any class thereof duly convened and held, and if described as a Special Resolution shall be deemed to be a Special Resolution within the meaning of the Acts. Any such resolution in writing may be signed in as many counterparts as may be necessary.

(c)

For the purposes of any written resolution under Article 72(b), the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the last holder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this section, a reference to such date.

(d)

A resolution in writing made in accordance with Article 72(b) is valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of holders of the Company, as the case may be. A resolution in writing made in accordance with this section shall constitute minutes for the purposes of the Act and these Articles.

(e)

At any time that the Company is a single-member company, its sole member may pass any resolution as a written decision in accordance with section 196 of the Act.

73.	Default in payment of calls

Unless the Directors otherwise determine, no member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of shares in the Company, either in person or by proxy, or to exercise any privilege as a member in respect of any share held by him unless all moneys then payable by him in respect of that share have been paid.

74.	Restriction of voting rights

(a)

If at any time the Directors shall determine that a Specified Event (as defined in paragraph (g)) shall have occurred in relation to any share or shares the Directors may serve a notice to such effect on the Holder or Holders thereof. Upon the service of any such notice (in these Articles referred to as a “Restriction Notice”) no Holder or Holders of the share or shares specified in such Restriction Notice shall be entitled, for so long as such Restriction Notice shall remain in force, to attend or vote at any general meeting or either personally or by proxy.

(b)

A Restriction Notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than forty-eight hours, after the Holder or Holders concerned shall have remedied the default by virtue of which the Specified Event shall have occurred. A Restriction Notice shall automatically cease to have effect in respect of any share transferred upon registration of the relevant transfer provided that a Restriction Notice shall not cease to have effect in respect of any transfer where no change in the beneficial ownership of the share shall occur and for this purpose it shall be assumed that no such change has occurred where a transfer form in respect of the share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes.

(c)

The Directors shall cause a notation to be made in the Register against the name of any Holder or Holders in respect of whom a Restriction Notice shall have been served indicating the number of shares specified in such Restriction Notice and shall cause such notation to be deleted upon cancellation or cesser of such Restriction Notice.

(d)

Any determination of the Directors and any notice served by them pursuant to the provisions of this Article shall be conclusive as against the Holder or Holders of any share and the validity of any notice served by the Directors in pursuance of this Article shall not be questioned by any person.

(e)

If, while any Restriction Notice shall remain in force in respect of any Holder or Holders of any shares, such Holder or Holders shall be issued with any further shares as a result of such Holder or Holders not renouncing any allotment of shares made to him or them pursuant to a capitalisation issue under Part XXII of these Articles, the Restriction Notice shall be deemed also to apply to such Holder or Holders in respect of such further shares on the same terms and conditions as were applicable to the said Holder or Holders immediately prior to such issue of further shares.

(f)

Where a Restriction Notice is served on a Central Securities Depository or its nominee(s) acting in its capacity as operator of a Securities Settlement System, the provisions of this Article shall be treated as applying only to such number of shares as is equal to the number of shares specified in such Restriction Notice held by the Central Securities Depository or its nominee(s) and not to any other shares held by the Central Securities Depository or its nominee(s).

(g)

For the purpose of these Articles, the expression “Specified Event” in relation to any share shall mean the failure by the Holder or Holders thereof to pay any call or instalment of a call in the manner and at the time appointed for payment thereof or failure to comply, to the satisfaction of the Directors, with the terms of any Section 1062 Notice within such period as may be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice).

75.	Time for objection to voting

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at such meeting shall be valid. Any such objection made in due time shall be referred to the chair of the meeting whose decision shall be final and conclusive.

76.	Appointment of proxy

(a)

Every member entitled to attend and vote at a general meeting may appoint a proxy or (subject to the following provisions) proxies to attend, speak and vote on his behalf provided that, where a shareholder appoints more than one proxy in relation to a general meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by him. The appointment of a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be signed by or on behalf of the appointer. The signature on such appointment need not be witnessed. A body corporate may sign a form of proxy under its common seal, under the hand of a duly authorised officer thereof or in such manner as the Directors may approve. A proxy need not be a member of the Company. A member shall be entitled to appoint a proxy or proxies by electronic means, to an address specified by the Company.

(b)

In relation to any shares which are held in uncertificated form, appointments of a proxy may be made by means of electronic communication in the form of an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised instruction, and or other instruction or notification, which is sent by means of the Securities Settlement System concerned and received by such participant in that

system acting on behalf of the company as the Directors may prescribe in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the Securities Settlement System concerned); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and or other instruction or notification) is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of a person sending that instruction to send it on behalf of that holder.

(c)

The directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (in such form as the Directors may approve and with or without stamped envelope for there return) for use at any general meeting or at any class meeting either in blank or nominating any one or more of the directors or any other persons in the alternative. The proxy form must make provision for three-way voting on all resolutions intended to be proposed, other than resolutions which are merely procedural. If for the purpose of any meeting invitations to appoint as proxy a person or one of the number of persons specified in the invitations are issued at the expense of the company, such invitations shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote thereat by proxy but the accidental omission to issue such invitation to, or the non-receipt to such invitations by, any member shall not invalidate the proceedings at any such meeting.

77.	Bodies corporate acting by representatives at meetings

Any body corporate which is a member of the Company may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or any class of members of the Company, and, subject to evidence being furnished to the Company of such authority as the Directors may reasonably require, any person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company (or a proxy appointed to act on behalf of a member of the Company, as applicable) or, where more than one such representative is so authorized, all or any of the rights attached to the shares in respect of which he is so authorised. Where a member or a proxy appoints more than one representative in relation to a general meeting, each representative must be appointed to exercise rights attached to a different share or shares held by the member or in respect of which the proxy has been appointed.

78.	Receipt of proxy appointment

Where the appointment of a proxy and the power of attorney or other authority, if any, under which it is created (whether by electronic signature, advanced electronic signature or otherwise), or a certified copy of that power or authority or any other proof or confirmation of that power or authority acceptable to the Directors is to be received by the Company:

(a)

in physical form it shall be deposited at the Office or (at the option of the member) at such other place or places (if any) in Ireland as is specified for that purpose in, or by way or note to, the notice convening the meeting, or

(b)

in electronic form, it may be so received where an Address has been specified by the Company for the purpose of receiving electronic communications:

(i)

in the notice convening the meeting; or

(ii)

in any appointment of proxy sent out by the Company in relation to the meeting; or

(iii)

in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting;

provided it is so received by the Company not less than forty eight hours or such other time as may be communicated to the members before the time for holding the meeting or adjourned meeting at which such person claims to vote (subject to the requirements of the Acts), and in default shall not be treated as valid provided that in the case of a meeting which is adjourned to, or a poll which is to be taken on, a date not later than the record date of the meeting which was adjourned or at which the poll was demanded, it shall be sufficient if the appointment of proxy and any other authority and certification thereof as aforesaid is so received by the Company at the commencement of the adjourned meeting or the taking of the poll and an appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been so received for the purposes of any meeting shall not require to be delivered, deposited or received again for the purposes of any subsequent meeting to which it relates. Where any class of shares in the capital of the Company is held through a settlement system, the Directors may determine that it shall be sufficient if the appointment of a proxies and any such authority and certification thereof as aforesaid is received by the Company at such Address and in such manner and time as may be specified by the Directors not being later than the commencement of the meeting, adjourned meeting or (as the case may be) of the taking of the poll.

(c)

Without limiting the foregoing, in relation to any shares which are deposited in a Central Securities Depository, the Directors may from time to time:

(i)

permit appointments of a proxy to be made by means of an electronic communication (including a properly authenticated instruction, and/or other instruction or notification, which is sent by means of the relevant Securities Settlement System concerned and received by such Central Securities Depository in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant Securities Settlement System concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such proxy instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated instruction (and/or other instruction or notification) is to be treated as received by the Company or such Central Securities Depository. The Directors may treat any such proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder;

(ii)

agree with the Central Securities Depository for such other proxy arrangements to operate, including an arrangement where the chair of all meetings of shareholders shall, unless otherwise directed, be the proxy for all shareholder meetings in respect of all shares deposited in such Central Securities Depository on the basis that such chair shall only vote as proxy in accordance with such instructions as the Central Securities Depository may give; and

(iii)

agree with the Central Securities Depository that where shares have been deposited in another Central Securities Depository that proxy instructions may be given via the systems of that other Central Securities Depository to the exclusion of the first Central Securities Depository.

79.	Effect of proxy appointment and revocation of proxy

(a)

Effect of proxy appointments:

(i)

receipt by the Company of an appointment of a proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. However, if that member votes at the meeting or at any adjournment thereof, then as regards to the resolution(s) any proxy notice delivered to the Company by or on behalf of that same member shall on a poll, be invalid to the extent that such member votes in respect of the shares to which the proxy notice relates; and

(ii)

an appointment of a proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates and shall be deemed to confer authority to speak at a general meeting and to demand or join in demanding a poll.

(b)

A proxy shall have the right to exercise all or any of the rights of his appointer, or (where more than one proxy is appointed) all or any of the rights attached to the shares in respect of which he has appointed to the proxy to attend, to demand or join in demanding a poll and to speak and vote at a general meeting of the Company. Unless his appointment provides otherwise, a proxy may vote or abstain in his discretion on any resolution put to the vote.

(c)

A vote given or poll demanded in accordance with the terms of an appointment of a proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the previous death, insanity or winding up of the principal or revocation of the proxy or of the authority under which the proxy or authority was executed or the transfer of the share in respect of which the proxy or authority is given, if no notice in writing (whether in electronic form or otherwise) of such death, insanity, winding up, revocation or transfer as aforesaid is received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the proxy is used or the representative acts provided however that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.

PART XII – DIRECTORS

80.	Number of Directors

The number of Directors shall not be not less than three nor more than fourteen, with the exact number of Directors determined from time to time solely by a resolution passed with the approval of a majority of the Directors then in office and in accordance with and subject to the provisions of these Articles.

81.	Share qualification

A Director shall not require a share qualification.

82.	Ordinary remuneration of Directors

(a)

Each Director shall be paid a fee for the services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board.

(b)

Without prejudice to any amounts payable or equity awards under any other provision of these Articles, the ordinary remuneration of Directors who do not hold executive office shall not exceed in aggregate $2,500,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine and shall be divisible (unless such resolution shall provide otherwise) among the Directors as they may agree, or, failing agreement, equally, except that any such Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration related to the period during which he has held office.

83.	Special remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of Chair or deputy chair) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.

84.	Expenses of Directors and use of Company property

(a)

The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

(b)

A Director is expressly permitted (for the purposes of section 228(1)(d) of the Act) to use vehicles, telephones, computers, aircraft, accommodation and any other Company property where such use is approved by the Board or by a person so authorised by the Board or where such use is in accordance with a Director’s terms of employment, letter of appointment or other contract or in the course of the discharge of the Director’s duties or responsibilities or in the course of the discharge of a Director’s employment.

85.	Alternate Directors

(a)

Any Director may appoint by writing (whether in electronic form or otherwise) under his hand any person (including another Director) to be his alternate provided always that no such appointment of a person other than a Director as an alternate shall be operative unless and until such appointment shall have been approved by resolution of the Directors. Any such authority may be sent by delivery, post, electronic mail or any other means of communication approved by the Directors and may bear a printed, facsimile, electronic or advanced electronic signature of the Director giving such authority.

(b)

An alternate Director shall be entitled, subject to his giving to the Company an Address within the State, to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to appoint an alternate hereunder).

(c)

Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him.

(d)

A Director may revoke at any time the appointment of any alternate appointment by him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine.

(e)

If a Director retires by rotation or otherwise but is re-appointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately prior to his retirement shall continue after his re-appointment.

(f)

Any appointment or revocation by a Director under this Article shall be effected by notice in writing (whether in electronic form or otherwise) given under his hand to the Company Secretary or deposited or received at the Office or in any other manner approved by the Directors.

PART XIII - POWERS OF DIRECTORS

86.	Directors’ powers

(a)

Subject to the provisions of the Acts, the Memorandum of the Company and these Articles and to any directions by the members given by special resolution, not being inconsistent with these Articles or with the Acts, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Acts or by these Articles required to be done or exercised by the Company in general meeting. No alteration of the Memorandum of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

(b)

The acts of the Board or of any committee established by the Board or any delegee of the Board or any such committee shall be valid notwithstanding any defect which may afterwards be discovered in the appointment or qualification of any Director, committee member or delegee.

87.	Power to delegate

Without prejudice to the generality of the last preceding Article and section 40 of the Act, the Directors may delegate any of their powers to any such person or persons as they think fit, including any committee pursuant to Article 89. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked.

88.	Appointment of attorneys

The Directors, from time to time and at any time by power of attorney under seal, may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit. Any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

89.	Committees

(a)

The Directors may establish one or more committees consisting in whole or in part of members of the Board. The composition, function, power and obligations of any such committee will be determined by the Board from time to time.

(b)

A committee established under Article 89(a) (a “committee”) may elect a chair of its meetings; if no such chair is elected, or if at any meeting the chair is not present after the time appointed for holding it, the members of the committee present may choose one of their number to be chair of the meeting.

(c)

A committee may meet and adjourn as it thinks proper. Committee meetings shall take place at such time and place as the relevant committee may determine. Questions arising at any meeting of a committee shall be determined (subject to Article 89(a)) by a majority of votes of the members of the committee present, and where there is an equality of votes, the chair of the committee shall not have a second or casting vote.

(d)

Where any committee is established by the Directors:

(i)

the meetings and proceedings of such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed upon such committee by the Directors; and

(ii)

the Directors may authorise, or may authorise such committee to authorise, any person who is not a Director to attend all or any meetings of any such committee on such terms as the Directors or the committee think fit, provided that any such person shall not be entitled to vote at meetings of the committee.

90.	Borrowing powers

The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part thereof and subject to Part 3 of the Act to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.

91.	Execution of negotiable instruments

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time by resolution.

PART XIV - APPOINTMENT AND RETIREMENT OF DIRECTORS

92.	Appointment of Directors

(a)

The Board, upon recommendations of the nomination and governance committee (or equivalent committee established by the Board) shall propose nominees for election to the office of Director at each annual general meeting. Such nominees need not be notified in accordance with Article 95.

(b)

The Directors may be appointed by the members in general meeting, provided that no person other than a Director retiring at the meeting shall, save where recommended by the Board, be eligible for election to the office of Director at any general meeting unless the requirements of Article 95 or 96, as applicable, as to his or her eligibility for that purpose have been complied with.

(c)

The Company may from time to time, by ordinary resolution, increase or reduce the number of Directors provided that any resolution to appoint a director approved by the members that would result in the maximum number of Directors being exceeded shall be deemed to constitute an ordinary resolution increasing the maximum number of Directors to the number that would be in office following such a resolution of appointment.

93.	Director Classes and Resignations

The Directors shall be divided into three classes, designated Class I, Class II and Class III. The initial division of the Board into classes shall be made by the decision of the affirmative vote of a majority of the Directors in office and each class need not be of equal size or number.

(a)

The term of the initial Class I directors shall terminate at the conclusion of the Company’s annual general meeting to be held in 2022; the term of the initial Class II directors shall terminate on the conclusion of the Company’s annual general meeting to be held in 2023; and the term of the initial Class III directors shall terminate on the conclusion of the Company’s annual general meeting to be held in 2024.

(b)

At each annual general meeting of the Company beginning with the Company’s 2022 annual general meeting, all of the Directors of the class of directors whose term expires on the conclusion of that annual general meeting shall retire from office.

(c)

Every Director of the class retiring shall be eligible to stand for re-election at the annual general meeting at which he or she retires and may be re-elected for a term not exceeding three years.

(d)

Any resolution at an annual general meeting which proposed in accordance with these Articles to appoint a person as a Director to fill a vacancy created by the retirement of a Director at the conclusion of that meeting, may not appoint that person as a Director for a term exceeding three years.

(e)

The resolution appointing or re-electing any Director must designate the Director as a Class I, Class II or Class III Director.

(f)

If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible or as the Chair may otherwise direct. In no case will a decrease in the number of Directors shorten the term of any incumbent Director.

(g)

A Director shall hold office until the conclusion of the annual general meeting for the year in which his term expires and shall qualify, subject however, to prior death, resignation, retirement, disqualification or removal from office.

(h)

Any vacancy on the Board, including a vacancy that results from an increase in the number of Directors or from the death, resignation, retirement, disqualification or removal of a Director, shall be deemed a casual vacancy. Subject to the terms of any one or more classes or series of Preferred Shares, any casual vacancy may be filled at any time by the decision of a majority of the Board then in office, provided that a quorum is present and provided that the appointment:

(i)

is for a term not exceeding three years; and

(ii)

does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors.

(i)

Any Director of such class elected to fill a vacancy resulting from an increase in the number of Directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any Director elected to fill a vacancy not resulting from an increase in the number of Directors shall have the same remaining term as that of his predecessor. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

94.	Contested Elections

Each Director shall be elected by an ordinary resolution at such meeting, provided that if, as of, or at any time prior to, fourteen days before the date of mailing or distribution by any other means of the notice for the annual general meeting, the number of Director nominees exceeds the number of Directors to be elected (a “contested election”), each of those nominees shall be voted upon as a separate resolution and the Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at any such meeting and entitled to vote on the election of Directors.

For the purposes of this Article, “elected by a plurality” means the election of those director nominees, equalling in number to the number of positions to be filled at the relevant general meeting, that received the highest number of votes.

95.	Director Member nominations at annual general meeting

For nominations of persons for election to the Board (other than Directors to be nominated by any series of Preferred Shares, voting separately as a class) to be properly brought by a member before an annual general meeting by a member, such member must be entitled to vote in the election of Directors generally and have given timely notice thereof in writing to the Company Secretary. To be timely, a member’s notice shall be delivered to the Company Secretary at the registered office of the Company, or such other address as the Company Secretary may designate, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual general meeting, provided, however, that in the event that the date of the annual general meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary, notice by the member to be timely must be so received not earlier than the 90th day prior to such annual general meeting and not later than the close of business on the later of:

(a)

the 60th day prior to such annual general meeting; and

(b)

the 10th day following the day on which notice of the date of the annual general meeting was mailed or public disclosure thereof was made by the Company,

whichever event in this clause first occurs. Each such member’s notice shall set forth:

(i)

the name and address of the member who intends to make the nomination and of the person or persons to be nominated;

(ii)

a representation that the member is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(iii)

a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming such person or persons) relating to the nomination or nominations;

(iv)

the class and number of shares of the Company which are beneficially owned by such member and by any other members known by such member to be supporting such nominees as of the date of such member’s notice;

(v)

(vi)

the consent of each nominee to serve as a Director if so elected; and

(vii)

for each nominee who is not an incumbent Director:

(A)

their name, age, business address and residential address;

(B)

their principal occupation or employment;

(C)

the class, series and number of securities of the Company that are owned of record or beneficially by such person;

(D)

the date or dates the securities were acquired and the investment intent of each acquisition;

(E)

any other information relating to such person that is required to be disclosed in proxies for the election of Directors under any applicable securities legislation; and

(F)

any information the Company may require any proposed director nominee to furnish such as it may reasonably require to comply with applicable law and to determine the eligibility of such proposed nominee to serve as a Director and whether such proposed nominee would be considered independent as a Director or as a member of the audit or any other committee of the Board under the various rules and standards applicable to the Company.

96.	Director Member nominations at extraordinary general meeting

For nominations of persons for election to the Board (other than directors to be nominated by any series of Preferred Shares, voting separately as a class) to be properly brought before a general meeting called for the purpose of the election of directors, other than an annual general meeting by a member, such member must have given timely notice thereof in writing to the Company Secretary. To be timely, a member’s notice shall be delivered to the Company Secretary at the registered office of the Company or such other address as the Company Secretary may designate, not earlier than the 150th day prior to such general meeting and not later than the later of the 90th day prior to such general meeting or the 10th day following the day on which public announcement is first made of the date of the general meeting and of the nominees proposed by the Board to be elected at such meeting. Such member’s notice shall set forth the same information as is required by Article 95(b).

PART XV - DISQUALIFICATION AND REMOVAL OF DIRECTORS

97.	Disqualification of Directors

The office of a Director shall be vacated ipso facto if:

(a)

he is restricted or disqualified from acting as a director of any company under the provisions of Part 14 of the Act;

(b)

he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c)

in the opinion of a majority of his co-Directors, he becomes incapable by reason of mental disorder of discharging his duties as a Director;

(d)

(not being a Director holding for a fixed term an executive office in his capacity as a Director) he resigns his office by notice to the Company;

(e)

he is convicted of an indictable offence, unless the Directors otherwise determine;

(f)

he shall have been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and his alternate Director (if any) shall not have attended any such meeting in his place during such period, and the Directors pass a resolution that by reason of such absence he has vacated office; or

(g)

he is required in writing (whether in electronic form or otherwise) by not less than three quarters of his co-Directors to resign.

98.	Removal of Directors

The Company, by ordinary resolution of which notice has been given in accordance with the provisions of the Acts, may remove any Director before the expiry of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by ordinary resolution appoint another Director in his stead. The person appointed shall be subject to retirement at the same time as if he had become a Director on the date on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of Director.

PART XVI - DIRECTORS’ OFFICES AND INTERESTS

99.	Officers and Executives

(a)

The Directors may from time to time appoint one or more of themselves to the office of Chief Executive Officer (by whatever name called) or to any other executive office with the Company on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may revoke any such appointment at any time.

(b)

A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or partly in one way and partly in another, as the Directors may determine.

(c)

The appointment of any Director to the office of Chair or Chief Executive Officer shall determine automatically if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(d)

The appointment of any Director to any other executive office shall not determine automatically if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(e)

The Board may appoint any person whether or not he or she is a Director, to hold such executive or official position (except that of Auditor) as the Board may from time to time determine. The same person may hold more than one office of executive or official position.

(f)

The Board shall determine from time to time, the powers and duties of any such office holder or official appointed under Articles 99(a) and/or Article 99(c), and subject to the provisions of the Act and these Articles, the Directors may confer upon an office holder or official any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit and in conferring any such powers, the Directors may specify that the conferral is to operate either: (a) so that the powers concerned may be exercised concurrently by them and the relevant office holder; or (b) to the exclusion of their own such powers.

(g)

The Directors may (a) revoke any conferral of powers under Article 99(f) or (b) amend any such conferral (whether as to the powers conferred or the terms, conditions or restrictions subject to which the conferral is made). The use or inclusion of the word “officer” (or similar words) in the title of any executive or other position shall not be deemed to imply that the person holding such executive or other position is an “officer” of the Company within the meaning of the Act.

100.	Directors’ interests

(a)

Subject to the provisions of the Acts, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:

(i)

may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;

(ii)

may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company thereof is otherwise interested; and

(iii)

shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

(b)

No Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. The nature of a Director’s interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after he became so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made at the first meeting of the Directors held after he becomes so interested.

(c)

A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Company Secretary, Auditor or member of the Company at the Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.

(d)

For the purposes of this Article:

(i)

a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and

(ii)

an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

101.	Restriction on Directors’ voting

(a)

Save as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.

(b)

A Director shall be entitled (in the absence of some other material interest than is indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:

(i)

the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiary or associated companies or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary or associated companies;

(ii)

the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(iii)

any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

(iv)

any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he is not the Holder of or beneficially interested in 1% or more of the issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived) (any such interest being deemed for the purposes of this Article to be a material interest in all circumstances;

(v)

any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities;

(vi)

(vii)

any proposal concerning the giving of any indemnity pursuant to Article 148 or the discharge of the cost of any insurance cover purchased or maintained pursuant to Article 102.

(c)

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under sub-paragraph (b)(iv) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(d)

Nothing in Section 228(1)(e) of the Act shall restrict a director from entering into any commitment which has been approved by the Board or has been approved pursuant to such authority as may be delegated by the Board in accordance with these Articles. It shall be the duty of each Director to obtain the prior approval of the Board, before entering into any commitment permitted by Sections 228(1)(e)(ii) and 228(2) of the Act.

(e)

If a question arises at a meeting of Directors or of a committee of Directors as to the materiality of a Director’s interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive. In relation to the Chairman, such question may be resolved by a resolution of a majority of the Directors (other than the Chairman) present at the meeting at which the question first arises.

(f)

For the purposes of this Article, an interest of a person who is the spouse or a minor child of a Director shall be treated as an interest of the Director and, in relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate Director.

(g)

The Company by ordinary resolution may suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

102.	Entitlement to grant pensions and insurance

(a)

The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or associated company of the Company or a predecessor in business of the Company or of any such subsidiary or associated company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any such benefits and for such purposes any Director accordingly may be, become or remain a member of, or rejoin, any scheme and receive or retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof.

(b)

Subject to the provisions of Article 147, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time, directors, officers, or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or any such other company, or who are or were at any time trustees of any pension fund in which employees of the Company, or any other company or such subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission when in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking or pension fund.

PART XVII - PROCEEDINGS OF DIRECTORS

103.	Convening and regulation of Directors’ meetings

(a)

Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. Such meetings shall take place at such time and place as the Directors may determine. A Director may, and the Company Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective.

(b)

All Directors shall be entitled to reasonable notice of any meeting of the Directors. Notice of a meeting of the Directors or any other notice require to be given to, or by, a Director shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing by delivery, post, electronic mail or any other means of communication approved by the Directors to him at his last known Address or any other Address given by him to the Company for this purpose. Nothing in this Article or any other provision of the Act enables a person, other than a Director, to object to the notice given for any meeting of the Directors.

(c)

The Directors may establish attendance and procedural guidelines from time to time about how their meetings are to be conducted consistent with good corporate governance and applicable tax requirements.

104.	Quorum for Directors’ meetings

(a)

The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two Directors. A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum but notwithstanding that such person may act as alternate Director for more than one Director he shall not count as more than one for the purposes of determining whether a quorum is present.

(b)

The continuing Directors or a sole Director may act notwithstanding any vacancies in their number provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment and apportion the Directors among the classes so as to maintain the number of Directors in each class as equal as possible.

105.	Voting at Directors’ meetings

(a)

Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chair of the meeting shall have a second or casting vote.

(b)

Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence. Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, electronic mail or any other means of communication approved by the Directors and may bear a printed, facsimile, electronic signature or advanced electronic signature of the Director giving such authority. The authority must be delivered to the Secretary for filing prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto provided that no Director shall be entitled to any vote at a meeting on behalf of another Director pursuant to this paragraph if the other Director shall have appointed an alternate Director and that alternate Director is present at the meeting at which the Director proposes to vote pursuant to this paragraph.

106.	Telecommunication meetings

A meeting of the Directors or of a committee referred to in Article 89 may consist of a conference between some or all of the Directors or, as the case may be, members of the committee who are not all in one place, but each of whom is able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others and:

(a)

a Director or as the case may be a member of the committee taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote (subject to Article 109(c)) and be counted in a quorum accordingly; and

(b)

such a meeting shall be deemed to take place:

(i)

where the largest group of those Directors participating in the conference is assembled;

(ii)

if there is no such group, where the chair of the meeting then is; or

(iii)

if neither subparagraph (i) or (ii) applies, in such location as the meeting itself decides.

107.	Chair of the Board

The Directors may elect a Chair and determine the period for which he or she is to hold office, but if no such Chair is elected, or, if at any meeting the Chair is not present after the time appointed for holding it, the Directors present may choose one of their members to be chair of a Board meeting. The Chair shall vacate office if he or she vacates his or her office as a Director (otherwise than by the expiration of his or her term of office at a general meeting of the Company at which he or she is re-appointed).

108.	Validity of acts of Directors

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified from holding office or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

109.	Directors’ resolutions or other documents in writing

(a)

A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held. Such resolution or document may consist of several documents in the like form each signed by one or more Directors and for all purposes shall take effect from the time that it is signed by the last Director.

(b)

Such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents. A resolution or other documents signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.

(c)

Subject to Article 109(d), where one or more of the Directors (other than a majority of them) would not, by reason of:

(i)

the Act or any other enactment;

(ii)

these Articles; or

(iii)

an applicable rule of law or a Stock Exchange,

be permitted to vote on a resolution such as is referred to in Article 109(a) if it were sought to pass the resolution at a meeting of the Directors duly convened and held, then such a resolution, notwithstanding anything in Article 109(a), shall be valid for the purposes of that subsection if the resolution is signed by those of the Directors who would have been permitted to vote on it had it been sought to pass it at such a meeting.

(d)

In a case falling within Article 109(c), the resolution shall state the name of each Director who did not sign it and the basis on which he or she did not sign it.

(e)

For the avoidance of doubt, nothing in Article 109(a) to 109(d) dealing with a resolution that is signed by other than all of the Directors shall be read as making available, in the case of an equality of votes, a second or casting vote to the one of their number who would, or might have been, if a meeting had been held to transact the business concerned, chair of that meeting.

PART XVIII - THE COMPANY SECRETARY

110.	Appointment of Company Secretary

The Directors may appoint a sole or joint Company Secretary, an assistant company secretary and a deputy company secretary for such term, at such remuneration and upon such conditions as they may think fit and any such person so appointed may be removed by them. Any provision of the Acts or these Articles requiring or authorising a thing to be done by or to a Director and the Company Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Company Secretary.

PART XIX - THE SEAL

111.	Use of Seal

The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Acts) shall be used only by the authority of the Directors or of a committee authorised by the Directors or by any one or more persons severally or jointly so authorised by the Directors or such a committee, and the use of the seal shall be deemed to be authorised for these purposes where the matter or transaction pursuant to which the seal is to be used has been so authorised.

112.	Seal for use abroad

The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad or one or more duplicate common seals and such powers shall be vested in the Directors.

113.	Signature of sealed instruments

Any instrument to which a Company’s seal shall be affixed shall be signed by any one of the following:

(a)

a Director;

(b)

the Company Secretary; or

(c)

any other person authorised to sign by (i) the Directors or (ii) a committee or a person with the authority to use the seal under Regulation 111,

and the countersignature of a second such person shall not be required.

PART XX - DIVIDENDS AND RESERVES

114.	Declaration of dividends

Subject to the provisions of the Acts, the Company by ordinary resolution may declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

115.	Interim and final dividends

(a)

Subject to the provisions of the Acts, the Directors may declare and pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution.

(b)

If the share capital is divided into different classes, the Directors may declare and pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but subject always to any restrictions for the time being in force (whether under these Articles, under the terms of issue of any shares or under any agreement to which the Company is a party, or otherwise) relating to the application, or the priority of application, of the Company’s profits available for distribution or to the declaration or as the case may be the payment of dividends by the Company. Provided the Directors act in good faith they shall not incur any liability to the Holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

(c)

Unless otherwise specified by the Directors at the time of declaring a dividend, the dividend shall be a final dividend.

(d)

Where the Directors specify that a dividend is an interim dividend at the time it is declared, such interim dividend shall not constitute a debt recoverable against the Company and the declaration may be revoked by the Directors at any time prior to its payment provided that the holders of the same class of share are treated equally on any revocation.

116.	Mode of payment of dividends or other monies

(a)

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid such that shares of the same class shall rank equally irrespective of the premium credited as paid up on such shares; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. For the purposes of this Article, no amount paid on a share in advance of calls shall be treated as paid on a share.

(b)

If several persons are registered as joint Holders of any share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

(c)

Without limiting any other method of payment which the Company may adopt, the Directors may decide that payment can be made wholly or partly by such arrangements to enable a Central Securities Depository (or its nominee(s) or any such other member or members as the Directors shall from time to time determine to receive the relevant dividends in any currency or currencies other than the currency in which such dividends are declared. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the equivalent in any such other currency of any sum payable as a dividend shall be such rate or rates, and the payment thereof shall be on such terms and conditions, as the Directors may in their absolute discretion determine.

117.	Deductions from dividends

The Directors may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him to the Company in respect of that share.

118.	Dividends in specie

A general meeting declaring a dividend may direct, upon the recommendation of the Directors, that it shall be satisfied wholly or partly by the distribution of assets (and, in particular, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof in order to adjust the rights of all the parties and may determine that cash payments shall be made to any members upon the footing of the value so fixed.

119.	Dividend payment mechanism

(a)

Any dividend, distribution or other money payable in respect of any share or redemption thereof may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered Address of the Holder or, where there are joint Holders, to the registered Address of that one of the joint Holders who is first named on the Register or to such person and to such Address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend, distribution or other money may also be paid by any other method (including payment in a currency other than US Dollars, electronic form (including electronic funds transfer, blockchain or other electronic media) direct debit, inter-bank transfer payment or by means of the Securities Settlement System) which the Directors, in their absolute discretion, consider appropriate or by such other means approved by the Directors directly to an account (of a type approved by the Directors) nominated in writing by the holder or the joint holders and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. Different methods of payment may apply to different Holders or groups of Holders. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods.

(b)

In respect of shares in uncertificated form, where the Company is authorized to do so by or on behalf of the holder or joint holders in such manner as the Company shall from time to time consider sufficient, the Company may also pay any such dividend, interest or other moneys by means of the Securities Settlement System concerned (subject always to the facilities and requirements of the Securities Settlement System). Every such payment made by means of the securities settlement system shall be made in such manner as may be consistent with the facilities and requirements of the Securities Settlement System concerned. Without prejudice to the generality of the foregoing, in respect of shares in uncertificated form, such payment may include the sending by the Company or by any person on its behalf of an instruction to the operator of the Securities Settlement System to credit the cash memorandum account of the holder or joint holders.

120.	Dividends not to bear interest

No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

121.	Payment to Holders on a particular date

Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same may be payable to the persons registered as the Holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se of transferors and transferees of any such shares in respect of such dividend. The provisions of this Article shall apply, mutatis mutandis, to capitalisations to be effected in pursuance of these Articles. Any dividend, interest or other sum payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

122.	Unclaimed dividends

If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

123.	Reserves

Before recommending any dividend, whether preferential or otherwise, the Directors may carry to reserve out of the profits of the Company such sums as they think proper. All sums standing to reserve may be applied from time to time in the discretion of the Directors for any purpose to which the profits of the Company may be properly applied and at the like discretion may be either employed in the business of the Company or invested in such investments as the Directors may lawfully determine. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they may lawfully determine. Any sum which the Directors may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Directors may also carry forward, without placing the same to reserve, any profits which they may think it prudent not to divide.

PART XXI – ACCOUNTS

124.	Accounts

(a)

The Directors shall, in accordance with Chapter 2 of Part 6 of the Act, cause to be kept adequate accounting records, whether in the form of documents, electronic form or otherwise, that:

(i)

correctly record and explain the transactions of the Company;

(ii)

will at any time enable the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy;

(iii)

will enable the Directors to ensure that any financial statements of the Company complies with the requirements of the Acts; and

(iv)

will enable the financial statements of the Company to be readily and properly audited.

(b)

The accounting records shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Adequate accounting records shall be deemed to have been maintained if they comply with the provisions of Chapter 2 of Part 6 of the Act and explain the Company’s transactions and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and, if relevant, the group and include any information and returns referred to in Section 283(2) of the Act.

(c)

The accounting records shall be kept at the Office or, subject to the provisions of the Act, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

(d)

The Directors shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Company shall be open to the inspection of members, not being Directors. No member (not being a Director) shall have any right of inspecting any financial statement or accounting records of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting.

(e)

In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such statutory financial statements of the Company and reports as are required by the Acts to be prepared and laid before such meeting.

(f)

A copy of the statutory financial statements of the Company (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report, or, summary financial statements prepared in accordance with Section 1119 of the Act, shall be sent by post, electronic mail or any other means of electronic communication, not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them, provided that where the directors elect to send summary financial statements to the members, any member may request that he be sent a copy of the statutory financial statements of the Company. The Company may, in addition to sending one or more copies of its statutory financial statements, summary financial statements or other communications to its members, send one or more copies to any Approved Nominee. For the purposes of this Article, sending by electronic communications includes the making available or displaying on the Company’s website (or a website designated by the Board) and each member is deemed to have irrevocably consented to receipt of every statutory financial statement of the Company (including every document required by law to be annexed thereto) and every copy of the Directors’ report and the Auditors’ report and every copy of any summary financial statements prepared in accordance with section 1119 of the Act, by any such document being made so available or displayed.

(g)

Auditors shall be appointed and their duties regulated in accordance with the Acts.

PART XXII - CAPITALISATION OF PROFITS OR RESERVES

125.	Capitalisation of distributable profits and reserves

(a)

Without prejudice to any powers conferred on the Directors by these Articles, the Company in general meeting may resolve, upon the recommendation of the Directors, that any sum for the time being standing to the credit of any of the

Company’s reserves (including any capital redemption reserve fund, share premium account or any undenominated capital) or to the credit of the profit and loss account be capitalised and applied on behalf of the members who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which sums standing to the credit of any capital redemption reserve fund, share premium account or any undenominated capital shall be applied shall be those permitted by the Acts.

(b)

The Directors may from time to time at their discretion, subject to the provisions of the Acts and, in particular, to their being duly authorised pursuant to Section 1021 of the Act, to allot the relevant shares, to offer to the Holders of Ordinary Shares the right to elect to receive in lieu of any dividend or proposed dividend or part thereof an allotment of additional Ordinary Shares credited as fully paid. In any such case the following provisions shall apply:

(i)

The basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient in the Directors’ absolute discretion, the value (calculated by reference to the average quotation) of the additional Ordinary Shares (excluding any fractional entitlement) to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the “average quotation” of an Ordinary Share shall be the average of the five amounts resulting from determining whichever of the following ((A), (B) or (C) specified below) in respect of Ordinary Shares shall be appropriate for each of the first five business days on which Ordinary Shares are quoted “ex” the relevant dividend and as determined from the information published by the Stock Exchange reporting the business done on each of these five business days:

(A)

if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(B)

if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(C)

if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the average quotation. If the means of providing the foregoing information as to dealings and prices by reference to which the average quotation is to be determined is altered or is replaced by some other means, then the average quotation shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Stock Exchange or its equivalent.

(ii)

The Directors shall give notice in writing (whether in electronic form or otherwise) to the Holders of Ordinary Shares of the right of election offered to them and shall send with or following such notice forms of election and specify the procedure to be followed and the place at which, and the latest date and time by which, duly completed forms of election must be lodged in order to be effective. The Directors may also issue forms under which Holders may elect in advance to receive new Ordinary Shares instead of dividends in respect of future dividends not yet declared (and, therefore, in respect of which the basis of allotment shall not yet have been determined).

(iii)

The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which the right of election as aforesaid has been duly exercised (the “Subject Ordinary Shares”) and in lieu thereof additional Ordinary Shares (but not any fraction of a share) shall be allotted to the Holders of the Subject Ordinary Shares on the basis of allotment determined aforesaid and for such purpose the Directors shall capitalise, out of such of the sums standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund, share premium account or any undenominated capital) or to the credit of the profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the Subject Ordinary Shares on such basis.

(c)

The additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend or share election in lieu.

(d)

The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation with full power to the Directors to make such provisions as they think fit where shares would otherwise have been distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded and the benefit of fractional entitlements accrues to the Company rather than to the holders concerned). The Directors may authorise any person to enter on behalf of all the Holders interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

(e)

The Directors may on any occasion determine that rights of election shall not be offered to any Holders of Ordinary Shares who are citizens or residents of any territory where the making or publication of an offer of rights of election or any exercise of rights of election or any purported acceptance of the same would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

126.	Capitalisation of non-distributable profits and reserves

Without prejudice to any powers conferred on the Directors as aforesaid, the Directors may resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions). Any capitalisation provided for in this Article 126 will not require approval or ratification by the members.

127.	Implementation of capitalisation issues

Whenever such a resolution is passed in pursuance of either of the two immediately preceding Articles the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to make such provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the members otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such members.

128.	Surplus on revaluation of fixed assets

Where the Directors have resolved to approve a bona fide revaluation of all the fixed assets of the Company, the net capital surplus in excess of the previous book value of the assets arising from such revaluation may be: (a) credited by the Directors to undenominated capital, other than the share premium account; or (b) used in paying up unissued shares of the Company to be issued to members as fully paid bonus shares.

PART XXIII – NOTICES

129.	Notices in writing

Any notice to be given, served or delivered pursuant to these Articles shall be in writing (whether in electronic form or otherwise).

130.	Service of notices

(a)

A notice or document (including a share certificate) to be given, served or delivered in pursuance of these Articles may be given to, served on or delivered to any member by the Company:

(i)

by handing same to him or his authorised agent;

(ii)

by leaving the same at his registered Address;

(iii)

by sending the same by the post in a pre-paid cover addressed to him at his registered Address;

(iv)

by sending, with the consent of the member, the same by means of electronic mail or other means of electronic communication approved by the Directors, with the consent of the member, to the Address of the member notified to the Company by the member for such purpose (or if not so notified, then to the Address of the member last known to the Company); or

(v)

by sending the same via the messaging system of a Securities Settlement System as may be approved by the Directors.

(b)

Where a notice or document is given, served or delivered pursuant to sub- paragraph (a)(i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered Address (as the case may be).

(c)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(d)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iv) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of 48 hours after despatch.

(e)

Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered Address of such member, or, in the event of notice given or delivered pursuant to sub-paragraph (a)(iv), if sent to the Address notified by the Company by the member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such member.

(f)

Without prejudice to the provisions of sub-paragraphs (a)(i) and (ii) of this Article, if at any time by reason of the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice issued through an RIS and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said advertisement or advertisements shall appear. In any such case the Company shall put a full copy of the notice of the general meeting on its website and shall send confirmatory copies of the notice through the post to those members whose registered Addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services and if at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to members in the State, or any part thereof which was previously affected, has become practical in the opinion of the Directors, the Directors shall send forthwith confirmatory copies of the notice by post to such members. The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.

(g)

Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than the State.

(h)

Any requirement in these Articles for the consent of a member in regard to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, including the receipt of the Company’s audited accounts and the directors’ and auditor’s reports thereon, shall be deemed to have been satisfied where the Company has written to the member informing him/her of its intention to use electronic communications for such purposes and the member has not, within 4 weeks of the issue of such notice, served an objection in

writing on the Company to such proposal. Where a member has given, or is deemed to have given, his/her consent to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, he/she may revoke such consent at any time by requesting the Company to communicate with him/her in documented form, provided, however that such revocation shall not take effect until 5 days after written notice of the revocation is received by the Company. Notwithstanding anything to the contrary in this Article 130, no such consent shall be necessary, and to the extent it is necessary, such consent shall be deemed to have been given, if electronic communications are permitted to be used under the rules and regulations of any Stock Exchange on which the shares in the capital of the Company or other securities of the Company are listed.

131.	Service on joint Holders

A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

132.	Service on transfer or transmission of shares

(a)

Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title provided that the provisions of this paragraph shall not apply to any notice served under Article 74 unless, under the provisions of Article 74(b), it is a notice which continues to have effect notwithstanding the registration of a transfer of the shares to which it relates.

(b)

Without prejudice to the provisions of these Articles allowing a meeting to be convened by a notice issued through a RIS, a notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a member, addressed to them at the Address, if any, supplied by them for that purpose. Until such an Address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

133.	Signature to notices

The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

134.	Deemed receipt of notices

A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

135.	Service of Notice on the Company

In addition to the means of service of documents set out in section 51 of the Act, a notice or other document may be served on the Company by an officer of the Company by email provided, however, that the Directors have designated an email address for that purpose and notified that email address to its officers for the express purpose of serving notices on the Company.

PART XXIV - WINDING UP

136.	Distribution on winding up

(a)

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. If in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this Article shall not affect the rights of the Holders of shares issued upon special terms and conditions.

(b)

Unless the conditions of issue of the shares in question provide otherwise, dividends declared by the Company more than six years preceding the commencement date of a winding up of the Company, being dividends which have not been claimed within that period of six years, shall not be a claim admissible to proof against the Company for the purposes of the winding up.

137.	Sale by a liquidator

(a)

In case of a sale by the liquidator under Section 601 of the Act, the liquidator may by the contract of sale agree so as to bind all the members for the allotment to the members direct of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said Section.

(b)

The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.

138.	Distribution in specie

If the Company is wound up, the liquidator, with the sanction of a special resolution of the Company and any other sanction required by the Acts, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.

PART XXV – BUSINESS TRANSACTIONS

139.	Restrictions on Business Transactions

(a)

In addition to any affirmative vote or consent required by law or these Articles and except as otherwise expressly provided in Article 139(b), a Business Transaction (as defined in Article 140(a)(iii)) with, or proposed by or on behalf of, any Interested Person (as defined in Article 140(a)(vi)) or any Affiliate (as defined in Article 140(a)(i)) of any Interested Person or any person who thereafter would be an Affiliate of such Interested Person shall require approval by the affirmative vote of members of the Company holding not less than two-thirds (2/3) of the paid up ordinary share capital of the Company, excluding the voting rights attached to any shares beneficially owned by such Interested Person. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any Stock Exchange or otherwise.

(b)

The provisions of Article 139 shall not be applicable to any particular Business Transaction if either:

(i)

the Business Transaction shall have been approved by a majority of the Board prior to such Interested Person first becoming an Interested Person; or

(ii)

prior to such Interested Person first becoming an Interested Person, a majority of the Board shall have approved such Interested Person becoming an Interested Person and, subsequently, a majority of the Independent Directors (as hereinafter defined) shall have approved the Business Transaction.

(c)

Where the provisions of Article 139 are not be applicable to a Business Transaction, such Business Transaction shall require only such affirmative vote, if any, as is required by law or by any other provision of these Articles, or any agreement with any Stock Exchange.

140.	Definitions applicable to Business Transactions

(a)

The following definitions shall apply with respect to Articles 139 to 141:

(i)

The term “Affiliate” shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

(ii)

A person shall be a “beneficial owner” of any shares of the Company:

(A)

which such person or any of its Affiliates beneficially owns, directly or indirectly;

(B)

which such person or any of its Affiliates has, directly or indirectly,

(I)

the right to acquire (whether such right is exercisable immediately or subject only to the passage of time or the occurrence of one or more events), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or

(II)

the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the beneficial owner of any security if the agreement, arrangement or understanding to vote such security arises solely from a revocable proxy or consent solicitation made pursuant to and in accordance with the Act; or

(C)

which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of the Company (except to the extent permitted by the proviso of clause (b)(ii) above).

(iii)

The term “Business Transaction” shall mean any of the following transactions when entered into by the Company or a subsidiary of the Company with, or upon a proposal by or on behalf of, any Interested Person or any Affiliate of any Interested Person:

(A)

any merger or consolidation of the Company or any subsidiary with (i) any Interested Person, or (ii) any other body corporate which is, or after such merger or consolidation would be, an Affiliate of an Interested Person;

(B)

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a member of the Company, to or with the Interested Person of assets of the Company (other than shares of the Company or of any subsidiary of the Company which assets have an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the issued share capital of the Company);

(C)

any transaction that results in the issuance of shares or the transfer of Treasury Shares by the Company or by any subsidiary of the Company of any shares of the Company or any shares of such subsidiary to the Interested Person, except:

(I)

pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Company or any such subsidiary which securities were outstanding prior to the time that the Interested Person became such;

(II)

pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company or any such subsidiary which security is distributed, pro rata to all holders of a class or series of shares of the Company subsequent to the time the Interested Person became such;

(III)

pursuant to an exchange offer by the Company to purchase shares made on the same terms to all holders of said shares;

(IV)

any issuance of shares or transfer of Treasury Shares of the Company by the Company, provided, however, that in the case of each of Article 140(a)(iii)(C)(II) through 140(a)(iii)(C)(IV) above there shall be no increase of more than one percent (1%) in the Interested Person’s proportionate share in the shares of the Company of any class or series or pursuant to a public offering or private placement by the Company to an Institutional Investor;

(D)

any reclassification of securities, recapitalization or other transaction involving the Company or any subsidiary of the Company which has the effect, directly or indirectly, of:

(I)

increasing the proportionate amount of the shares of any class or series, or securities convertible into the shares of any class or series, of the Company or of any such subsidiary which is owned by the Interested Person, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the Interested Person or;

(II)

increasing the voting power, whether or not then exercisable, of an Interested Person in any class or series of shares of the Company or any subsidiary of the Company;

(E)

the adoption of any plan or proposal by or on behalf of an Interested Person for the liquidation, dissolution or winding-up of the Company; or

(F)

any receipt by the Interested Person of the benefit, directly or indirectly (except proportionately as a member of the Company), of any loans, advances, guarantees, pledges, tax benefits or other financial benefits (other than those expressly permitted in subparagraphs (A) through (E) above) provided by or through the Company or any subsidiary thereof.

(iv)

The term “Independent Directors” shall mean the members of the Board who are not Affiliates or representatives of, or associated with, an Interested Person and who were either Directors prior to any person becoming an Interested Person or were recommended for election or elected to succeed such directors by a vote which includes the affirmative vote of a majority of the Independent Directors.

(v)

The term “Institutional Investor” shall mean a person that:

(A)

has acquired, or will acquire, all of its shares in the Company in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to rule 13d-3(b) under the Exchange Act, and

(B)

is a registered broker dealer; a bank as defined in section 3(a)(6) of the Exchange Act; an insurance company as defined in, or an investment company registered under, the Investment Company Act of 1940 of the United States; an investment advisor registered under the Investment Advisors Act of 1940 of the United States; an employee benefit plan or pension fund subject to the Employee Retirement Income Security Act of 1974 of the United States or an endowment fund; a parent holding company, provided that the aggregate amount held directly by the parent and directly and indirectly by its subsidiaries which are not persons specified in the foregoing subparagraphs of this Article 140(a)(v)(B) does not exceed one percent (1%) of the securities of the subject class; or a group, provided that all the members are persons specified in the foregoing subparagraphs of this Article 140(a)(v)(B).

(vi)

The term “Interested Person” shall mean any person (other than the Company, any subsidiary, any profit-sharing, employee share ownership or other employee benefit plan of the Company or any subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who;

(A)

is the beneficial owner of shares of the Company representing ten percent (10%) or more of the votes entitled to be cast by the holders of all the paid up share capital of the Company;

(B)

has stated in a filing with any governmental agency or press release or otherwise publicly disclosed a plan or intention to become or consider becoming the beneficial owner of shares of the Company representing ten percent (10%) or more of the votes entitled to be cast by the holders of all paid up share capital of the Company and has not expressly abandoned such plan, intention or consideration more than two years prior to the date in question; or

(C)

is an Affiliate of the Company and at any time within the two-year period immediately prior to the date in question was the beneficial owner of shares representing ten percent (10%) or more of the votes entitled to be cast by holders of all the paid up share capital of the Company.

(vii)

For the purposes of determining whether a person is an Interested Person pursuant to this Article, the number of shares of the Company deemed to be outstanding shall include shares deemed beneficially owned by such person through application of Article 140(a)(ii), but shall not include any other shares of the Company that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(viii)

The term “person” shall mean any individual, body corporate, partnership, unincorporated association, trust or other entity.

(ix)

The term “subsidiary” is as defined in section 7 of the Act.

141.	Miscellaneous provisions in respect of Business Transactions

(a)

A majority of the Independent Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, for the purposes of (i) Articles 139, all questions arising under Articles 139 including, without limitation (a) whether a person is an Interested Person, (b) the number of shares of

the Company or other securities beneficially owned by any person; and (c) whether a person is an Affiliate of another; and (ii) these Articles, the question of whether a person is an Interested Person. Any such determination made in good faith shall be binding and conclusive on all parties.

(b)

Nothing contained in Articles 139 to 141 shall be construed to relieve any Interested Person from any fiduciary obligation imposed by law.

PART XXVI – MISCELLANEOUS

142.	Shareholder Rights Plan

(a)

The Board is hereby expressly authorised to adopt any shareholder rights plan upon such terms and conditions as the Board deems expedient and in the best interests of the Company, subject to applicable law.

(b)

If in accordance with Rule 3.1 of the Takeover Rules, the Board considers it impossible to express a view on the merits of an offer to acquire control of the Company which is subject to pre-conditions (as contemplated by the Notes on Rule 13 of the Takeover Rules) or to give a firm recommendation for acceptance to shareholders, the Board shall:

(i)

convene a meeting of the shareholders for the purpose of proposing a resolution to disapply all of the restrictions in Rule 21.1 of the Takeover Rules during the offer period of such offer (the “Rule 21.1 EGM”);

(ii)

in advance of the voting record date for the Rule 21.1 EGM, allot and issue one Preferred Share of €0.01 in nominal value on the basis that such share shall:

(A)

be treated as paid up from the reserves of the Company to its nominal value;

(B)

be issued in the name of the Chair;

(C)

be voted (as a duty of the Chair) in favour of the resolution at the Rule 21.1 EGM; and

(D)

carrying such number of votes at the Rule 21.1 EGM as shall constitute a majority of the number of votes cast at such meeting.

(c)

The provisions of Article 142(b) shall expire unless renewed at the Company’s annual general meeting to be held in 2022.

143.	Minutes of meetings

The Directors shall cause minutes to be made of the following matters, namely:

(a)

of all appointments of officers and committees made by the Directors and of their salary or remuneration;

(b)

of the names of Directors present at every meeting of the Directors and of the names of any Directors and of all other members thereof present at every meeting of any committee appointed by the Directors; and

(c)

of all resolutions and proceedings of all meetings of the Company and of the Holders of any class of shares in the Company and of the Directors and of committees appointed by the Directors.

Any such minute as aforesaid, if purporting to be signed by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall be receivable as prima facie evidence of the matter stated in such minute without any further proof.

144.	Inspection and secrecy

The Directors shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting. No member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it would be inexpedient in the interests of the members of the Company to communicate to the public.

145.	Destruction of records

The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof, all notifications of change of Address howsoever received at any time after the expiration of two years from the date of recording thereof and all share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of one year from the date of such cancellation or cessation. It shall be presumed conclusively in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

(a)

the provision aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

(b)

nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and

(c)

references herein to the destruction of any document include references to the disposal thereof in any manner.

146.	Untraced shareholders

(a)

The Company shall be entitled to sell at the best price reasonably obtainable any share of a Holder or any share to which a person is entitled by transmission if and provided that:

(i)

for a period of twelve years no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the Holder or to the person entitled by transmission to the share at his Address on the Register or the other last known Address given by the Holder or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the Holder or the person entitled by transmission (provided that during such twelve year period at least three dividends shall have become payable in respect of such share);

(ii)

at the expiration of the said period of twelve years by advertisement in a national daily newspaper published in the State and in a newspaper circulating in the area in which the Address referred to in sub-paragraph (a)(i) of this Article is located the Company has given notice of its intention to sell such share;

(iii)

during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale the Company has not received any communication from the Holder or person entitled by transmission; and

(iv)

if so required by the roles of any Stock Exchange upon which the shares in question are listed for the time being, notice has been given to that exchange of the Company’s intention to make such sale.

(b)

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share and such instrument of transfer shall be as effective as if it had been executed by the Holder or the person entitled by the transmission to such share. The transferee shall be entered in the Register as the Holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

(c)

The Company shall account to the Holder or other person entitled to such share for the net proceeds of such sale by carrying all moneys in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Holder or other person. Moneys carried to such separate account may be either employed in the business of the Company or invested in such investments as the Directors may think fit, from time to time.

(d)

Where a share, which is to be sold as provided in this Part XXVI, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the Regulations Governing Uncertificated Shares to change such share into certificated form prior to its sale under this Article 146.

147.	Amendment to Memorandum or Articles

Subject to the provisions of these Articles, the Company may by special resolution, and subject to the provisions of the Act (or as otherwise required or permitted by applicable law) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein or alter or add to these Articles.

148.	Indemnity

(a)

Subject to the provisions of and so far as may be admitted by the Acts, every Director, Managing Director, Auditor, Company Secretary or other officer or employee of the Company and each person who is or was serving at the request of the Company as a director, officer or employee of another company, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company (including the heirs, executors, administrators and estate of such person) shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as a director, officer or employee of the Company or such other company, partnership, joint venture, trust or other enterprise and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

(b)

In the case of any threatened, pending or completed action, suit or proceeding by or in the right of the Company, the Company shall indemnify, to the fullest extent permitted by the Act, each person indicated in Article 148(a) against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company unless and only to the extent that the courts of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.

(c)

As far as permissible under the Act, expenses, including attorneys’ fees, incurred in defending any action, suit or proceeding referred to in this Article shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of a written affirmation by or on behalf of the Director, officer, employee or other indemnitee of a good faith belief that the criteria for indemnification have been satisfied and a written undertaking to repay such amount if it shall ultimately be determined that such Director, officer or employee or other indemnitee is not entitled to be indemnified by the Company as authorised by these Articles.

(d)

It being the policy of the Company that indemnification of the persons specified in this Article shall be made to the fullest extent permitted by law, the indemnification provided by this Article shall not be deemed exclusive of:

(i)

any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Memorandum, these Articles, any agreement, any insurance purchased by the Company, any vote of members or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or

(ii)

any amendments or replacements of the Act which permit for greater indemnification of the persons specified in this Article and any such amendment or replacement of the Act shall hereby be incorporated into these Articles. As used in this Article (d), references to the “Company” include all constituent companies in a consolidation or merger in which the Company or any predecessor to the Company by consolidation or merger was involved. The indemnification provided by this Article shall continue as to a person who has ceased to be a Director, officer or employee and shall inure to the benefit of the heirs, executors, and administrators of such Directors, officers, employees or other indemnitees.

(e)

The Directors shall have power to purchase and maintain for any Director, the Company Secretary or other officers or employees of the Company insurance against any such liability as referred to in section 235 of the Act.

(f)

The Company may additionally indemnify any agent of the Company or any director, officer, employee or agent of any of its subsidiaries to the fullest extent provided by law, and purchase and maintain insurance for any such person as appropriate.

(g)

No person shall be personally liable to the Company or its members for monetary damages for breach of fiduciary duty as a Director, provided, however, that the foregoing shall not eliminate or limit the liability of a Director:

(i)

for any breach of the Director’s duty of loyalty or duty of care to the Company or its members;

(ii)

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

(iii)

for any transaction from which the Director derived an improper personal benefit.

(iv)

If any applicable law or the relevant code, rules and regulations applicable to the listing of the Company’s shares on any Stock Exchange is amended hereafter to authorise corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be eliminated or limited to the fullest extent permitted by the relevant law, as so amended. Any amendment, repeal or modification of this Article 148(g) shall not adversely affect any right or protection of a Director existing hereunder with respect to any act or omission occurring prior to such amendment, repeal or modification.

149.	Governing law and Jurisdiction

(a)

This constitution and any dispute or claim arising out of or in connection with it or its subject matter, formation, existence, negotiation, validity, termination or enforceability (including non-contractual obligations, disputes or claims) will be governed by and construed in accordance with the laws of Ireland.

(b)

Subject to Article 149(c), the courts of Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this constitution and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Constitution (the “Proceedings”) will therefore be brought in the courts of Ireland. Each shareholder irrevocably waives any objection to Proceedings in the courts referred to in this Article on the grounds of venue or on the grounds of forum non conveniens.

(c)

Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act or the Securities Act of 1933 of the United States. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to this provision.

We, the persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of share(s) in the capital of the Company set opposite each name.


Name, address of subscriber		Number of Ordinary shares of €1.00 each taken by subscriber

Paula Horan		50
85 Castlefarm
Shankill
Co. Dublin

Company Director

Andrew Lambe		50
55 Mount Prospect Drive
Clontarf
Dublin 3

Company Director

Total Shares		100

Signatures in writing of the above subscribers, attested by witness as provided for below; or in authentication in the manner referred to in section 888.

Dated the 14 day of June 2017

Witness to the above signatures:

Philip Hayden

The Black Church

St. Mary’s Place

Dublin 7

Exhibit 10.1

Execution Version

CREDIT AGREEMENT

dated as of

March 26, 2021

among

TOTAL PRODUCE PLC,

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED,

TOTAL PRODUCE IRELAND LIMITED,

TOTAL PRODUCE INTERNATIONAL LIMITED,

TOTAL PRODUCE C HOLDINGS LIMITED,

TPH (UK) LIMITED,

NORDIC FRUIT HOLDING AB,

TOTAL PRODUCE USA HOLDINGS INC.,

TOTAL PRODUCE HOLDINGS B.V., and

TOTAL PRODUCE NORDIC A/S,

as Borrowers,

Each other Borrower Party Hereto From Time to Time,

The Lenders Party Hereto From Time to Time,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Revolving Administrative Agent and as Collateral Agent,

and

BANK OF AMERICA, N.A.,

upon execution and delivery of the Additional Credit Extension Amendment providing for the Term B Loans,

as Term Administrative Agent

COÖPERATIEVE RABOBANK U.A.,

as Sole Bookrunner and Sole Lead Arranger for the Revolving Facility

BOFA SECURITIES, INC.,

COÖPERATIEVE RABOBANK U.A.

and

GOLDMAN SACHS BANK USA,

as Joint Bookrunners and Joint Lead Arrangers for the Term B Loans

TABLE OF CONTENTS


	Page

ARTICLE I
Definitions

SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		69
SECTION 1.03. Terms Generally		69
SECTION 1.04. Accounting Terms; GAAP		69
SECTION 1.05. Payments or Performance on Business Days		72
SECTION 1.06. Rounding		72
SECTION 1.07. Additional Alternative Currencies		72
SECTION 1.08. Change of Currency		73
SECTION 1.09. Times of Day		73
SECTION 1.10. Letter of Credit Amounts		73
SECTION 1.11. Exchange Rates		74
SECTION 1.12. Administrative Agents		74
SECTION 1.13. Pro Forma Calculations.		74
SECTION 1.14. Dutch Terms		76
SECTION 1.15. Irish terms		76
SECTION 1.16. Danish Terms		76
SECTION 1.17. Swedish Terms		77

ARTICLE II
The Credits

SECTION 2.01. Commitments		77
SECTION 2.02. Loans and Borrowings		78
SECTION 2.03. Requests for Borrowings		78
SECTION 2.04. Swingline Loans		80
SECTION 2.05. Letters of Credit		82
SECTION 2.06. Funding of Borrowings		90
SECTION 2.07. [Reserved]		91
SECTION 2.08. Termination and Reduction of Commitments		91
SECTION 2.09. Repayment of Loans; Evidence of Debt		91
SECTION 2.10. Prepayment of Loans		92
SECTION 2.11. Fees		96
SECTION 2.12. Interest		97
SECTION 2.13. Alternate Rate of Interest; Illegality; Benchmark Replacement		97
SECTION 2.14. Increased Costs		103
SECTION 2.15. Break Funding Payments		104
SECTION 2.16. Taxes		105
SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs		110
SECTION 2.18. Mitigation Obligations; Replacement of Lenders		111
SECTION 2.19. Expansion Option		112
SECTION 2.20. Extended Term Loans and Extended Revolving Commitments		115
SECTION 2.21. Judgment Currency		116
SECTION 2.22. Defaulting Lenders		117
SECTION 2.23. Refinancing Amendments		119

-i-


	Page

ARTICLE III
Representations and Warranties

SECTION 3.01. Organization; Powers; Subsidiaries		120
SECTION 3.02. Authorization; Enforceability		120
SECTION 3.03. Governmental Approvals; No Conflicts		120
SECTION 3.04. Financial Statements; No Material Adverse Change		121
SECTION 3.05. Properties		121
SECTION 3.06. Litigation		121
SECTION 3.07. Compliance with Laws and Agreements		122
SECTION 3.08. Investment Company Status		122
SECTION 3.09. Taxes		122
SECTION 3.10. Solvency		122
SECTION 3.11. Environmental Matters		122
SECTION 3.12. Labor Relations		122
SECTION 3.13. Disclosure		123
SECTION 3.14. Federal Reserve Regulations		123
SECTION 3.15. Security Interests		123
SECTION 3.16. Anti-Terrorism Laws		123
SECTION 3.17. Sanctions		123
SECTION 3.18. Anti-Corruption Laws		123
SECTION 3.19. COMI Regulation		124
SECTION 3.20. ERISA		124
SECTION 3.21. Group.		124

ARTICLE IV
Conditions

SECTION 4.01. Initial Borrowing		124
SECTION 4.02. Certain Other Borrowings		126
SECTION 4.03. Term B Borrowing on the IPO Closing Date		126

ARTICLE V
Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information		129
SECTION 5.02. Notices of Material Events		130
SECTION 5.03. Existence; Conduct of Business		131
SECTION 5.04. Payment of Taxes		131
SECTION 5.05. Maintenance of Properties; Insurance		131
SECTION 5.06. Inspection Rights		132
SECTION 5.07. Compliance with Laws; Compliance with Agreements		132
SECTION 5.08. Use of Proceeds		132
SECTION 5.09. Additional Security and Guarantees		133
SECTION 5.10. Maintenance of Ratings		134
SECTION 5.11. Lender Calls		135
SECTION 5.12. Designation of Subsidiaries		135
SECTION 5.13. Further Assurances		135
SECTION 5.14. Existing Total Produce RCFs		135

-ii-


	Page

ARTICLE VI
Negative Covenants

SECTION 6.01. Indebtedness		136
SECTION 6.02. Liens		140
SECTION 6.03. Fundamental Changes		143
SECTION 6.04. Restricted Payments		144
SECTION 6.05. Investments		146
SECTION 6.06. Prepayments, Etc. of Indebtedness		149
SECTION 6.07. Transactions with Affiliates		150
SECTION 6.08. Changes in Fiscal Year		151
SECTION 6.09. Financial Covenant		151
SECTION 6.10. Restrictive Agreements		152
SECTION 6.11. Dispositions		153
SECTION 6.12. Lines of Business		155
SECTION 6.13. Pre-IPO Closing Date Covenants		155
SECTION 6.14. Use of Proceeds		155

ARTICLE VII
Events of Default

ARTICLE VIII
The Administrative Agents

ARTICLE IX
Miscellaneous

SECTION 9.01. Notices		165
SECTION 9.02. Waivers; Amendments		168
SECTION 9.03. Expenses; Exculpation; Indemnity; Damage Waiver		171
SECTION 9.04. Successors and Assigns		173
SECTION 9.05. Survival		177
SECTION 9.06. Counterparts; Integration; Effectiveness		177
SECTION 9.07. Severability		178
SECTION 9.08. Right of Setoff		178
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process		179
SECTION 9.10. WAIVER OF JURY TRIAL		179
SECTION 9.11. Headings		180
SECTION 9.12. Confidentiality		180
SECTION 9.13. USA PATRIOT Act		180
SECTION 9.14. Interest Rate Limitation		181
SECTION 9.15. No Fiduciary Duty		181
SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions		181
SECTION 9.17. Joint and Several Obligations; Administrative Borrower		182
SECTION 9.18. Acknowledgement Regarding Any Supported QFCs		182
SECTION 9.19. Keepwell		183
SECTION 9.20. Secured Hedge Agreement and Cash Management Obligations		184
SECTION 9.21. INTERCREDITOR AGREEMENTS		184
SECTION 9.22. Parallel Liability		184

-iii-


		Page

SCHEDULES


Schedule 1.01	–	Agreed Security Principles
Schedule 2.01	–	Commitments
Schedule 2.16(h)		UK Treaty Lenders and UK Non-Bank Lenders
Schedule 3.01	–	Subsidiaries
Schedule 3.05	–	Material Real Property
Schedule 3.06	–	Litigation
Schedule 5.09(d)	–	Post-Closing Matters
Schedule 6.01	–	Existing Indebtedness
Schedule 6.02	–	Existing Liens
Schedule 6.05(f)	–	Existing Investments
Schedule 6.07	–	Affiliate Transactions
Schedule 9.01	–	Administrative Agents’ Offices; Notices

EXHIBITS:


Exhibit A	–	Form of Assignment and Assumption
Exhibit B	–	Form of Term B Note
Exhibit C	–	Form of Revolving Note
Exhibit D	–	Form of U.S. Security Agreement
Exhibit E	–	Form of Borrowing Request
Exhibit F	–	Form of Swingline Loan Notice
Exhibit G	–	Form of Compliance Certificate
Exhibit H	–	Form of Junior Lien Intercreditor Agreement
Exhibit I	–	Form of First Lien Intercreditor Agreement
Exhibit J-1	–	Form of U.S. Tax Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit J-2	–	Form of U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit J-3	–	Form of U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit J-4	–	Form of U.S. Tax Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit K	–	Form of Borrower Joinder
Exhibit L	–	Form of Solvency Certificate

-iv-

CREDIT AGREEMENT (this “Agreement”), dated as of March 26, 2021, among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland with registration number: 427687 (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 462700 (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 117680 (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 432227 (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 518204 (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark with corporate (CVR) number 29778108 (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Initial Borrowers”), each other Borrower that becomes party hereto after the date hereof, the LENDERS from time to time party hereto, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent and as Collateral Agent, and upon execution and delivery of the Additional Credit Extension Amendment providing for the Term B Loans on the IPO Closing Date, BANK OF AMERICA, N.A., as Term Administrative Agent.

The parties hereto agree to the following:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Acquired Business” means Dole US Holdings and its Subsidiaries.

“Additional Borrowers” means (x) each of Finco and Newco upon the execution and delivery of a Borrower Joinder Agreement on the IPO Closing Date and (y) after the IPO Closing Date, any other Restricted Subsidiary of Newco organized under the laws of the United States, upon execution and delivery of a Borrower Joinder Agreement by such Restricted Subsidiary; provided that the Company shall have delivered to the Administrative Agents (solely with respect to Finco and Newco, at least 5 Business Days prior to the IPO Closing Date) any documentation and other information about the applicable Additional Borrower as may be reasonably requested in writing by any Administrative Agent or any Lender through any Administrative Agent that such Administrative Agent or such Lender, as applicable, reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act (with respect to Finco and Newco, solely to the extent requested in writing by any Administrative Agent at least 10 Business Days prior to the IPO Closing Date).

“Additional Credit Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agents and the Company, be in the form of an amendment or an amendment and restatement of this Agreement) providing for the Term B Loans to be funded on the IPO Closing Date, any Incremental Term Loans, Replacement Term Loans, Extended Term Loans, Increased Commitments or Extended Revolving Commitments which shall be consistent with the applicable provisions of this Agreement relating to the Term B Loans to be funded on the IPO Closing Date, Incremental Term Loans, Replacement Term Loans, Extended Term Loans, Increased Commitments or Extended Revolving Commitments, as applicable, and, other than with respect to the Additional Credit Extension Amendment providing for the Term B Loans to be funded on the IPO Closing Date, otherwise reasonably satisfactory to each Administrative Agent and the Company.

“Administrative Agents” means each of the Revolving Administrative Agent and the Term Administrative Agent, as applicable, subject to Section 1.12.

“Administrative Borrower” has the meaning provided in Section 9.17(b).

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning provided in Section 9.01(c).

“Agreed Security Jurisdiction” means each of Ireland, the United Kingdom, Denmark, the Netherlands and the United States.

“Agreed Security Principles” means the agreed guarantee and security principles set forth on Schedule 1.01.

“Agreement” has the meaning provided in the introductory paragraph hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Alternative Currencies” means (a) Dollars, (b) Euros, (c) Sterling, (d) Canadian Dollars, (e) at any time prior to the IPO Closing Date, SEK, and (f) such other currencies as are acceptable to each Revolving Lender, each Issuing Bank and the Revolving Administrative Agent.

“Alternative Currency Letter of Credit” means any Letter of Credit denominated in an Alternative Currency.

“Alternative Currency Revolving Loans” means any Revolving Loan denominated in an Alternative Currency.

“Anti-Corruption Laws” means the laws, rules, and regulations of the jurisdictions applicable to any Loan Party or its Restricted Subsidiaries from time to time concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” means any laws, regulations, or orders of any Governmental Authority of the United States, the United Nations, United Kingdom, European Union or the Netherlands relating to terrorism financing or money laundering, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the Trading With the Enemy Act (50 U.S.C. § 5 et seq.), the International Security Development and Cooperation Act (22 U.S.C. § 2349aa-9 et seq.), the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Patriot Act, and any rules or regulations promulgated pursuant to or under the authority of any of the foregoing.

-2-

“Applicable Administrative Agent” means (i) with respect to matters relating to the Revolving Facility, the Revolving Administrative Agent, and (ii) with respect to matters relating to the Term B Loans, the Term Administrative Agent.

“Applicable Administrative Agent’s Office” means (i) with respect to matters relating to the Revolving Facility, the Revolving Administrative Agent’s Office, and (ii) with respect to matters relating to the Term B Loans, the Term Administrative Agent’s Office.

“Applicable Lenders” means (i) with respect to matters relating to the Revolving Facility, the Revolving Lenders, (ii) with respect to matters relating to the Term B Loans, the Term B Lenders, and (iii) with respect to any other Class of Loans or Commitments, the Lenders holding such Class of Loans or Commitments.

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, L/C Exposure or Swingline Loans of any Class, subject to Section 2.22, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment of such Class and the denominator of which is the aggregate Revolving Commitments of such Class of all Revolving Lenders of such Class (or if the Revolving Commitments of such Class have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate Revolving Credit Exposures of such Class at that time) and (b) with respect to the Term Loans of any Class, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans of such Class and the denominator of which is the aggregate outstanding principal amount of the Term Loans of such Class.

“Applicable Prepayment Percentage” means, at any time, for purposes of Section 2.10(b)(iii), 50%; provided that (i) if the Senior Secured Net Leverage Ratio as at the last day of the most recently ended Fiscal Year of the Company (as set forth in the Compliance Certificate delivered pursuant to Section 5.01(c) for the Fiscal Year of the Company then last ended) is less than or equal to the level that is 0.50x less than the IPO Closing Date Senior Secured Net Leverage Ratio but greater than the level that is 1.00x less than the IPO Closing Date Senior Secured Net Leverage Ratio, the Applicable Prepayment Percentage shall instead be 25% and (ii) if the Senior Secured Net Leverage Ratio as at the last day of the most recently ended Fiscal Year of the Company (as set forth in the Compliance Certificate delivered pursuant to Section 5.01(c) for the Fiscal Year of the Company then last ended) is less than or equal to the level that is 1.00x less than the IPO Closing Date Senior Secured Net Leverage Ratio, the Applicable Prepayment Percentage shall instead be 0%.

“Applicable Rate” means:

(a) (1) prior to the IPO Closing Date and (2) on any date on or after the IPO Closing Date if the Ratings Condition is satisfied, (x) initially (i) 1.00% in the case of Revolving Loans that are Eurocurrency Loans, (y) 0.00%, in the case of Revolving Loans that are Base Rate Loans and (z) 0.30% in the case of Commitment Fees and (ii) thereafter, the following percentages per annum, based upon the Consolidated Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Revolving Administrative Agent pursuant to Section 5.01(c):

-3-


Pricing Level	Consolidated Net Leverage Ratio	Eurocurrency Revolving Loans			Base Rate Revolving Loans			Commitment Fees
I	Greater than 3.50x		2.25	%		1.25	%		0.675	%
II	Less than or equal to 3.50x but greater than 3.00x		2.00	%		1.00	%		0.600	%
III	Less than or equal to 3.00x but greater than 2.50x		1.75	%		0.75	%		0.525	%
IV	Less than or equal to 2.50x but greater than 2.00x		1.50	%		0.50	%		0.450	%
V	Less than or equal to 2.00x but greater than 1.50x		1.25	%		0.25	%		0.375	%
VI	Less than or equal to 1.50x		1.00	%		0.00	%		0.30	%

(b) from and after the IPO Closing Date, if the Ratings Condition is not satisfied, (x) initially (i) 1.25% in the case of Revolving Loans that are Eurocurrency Loans, (y) 0.25%, in the case of Revolving Loans that are Base Rate Loans and (z) 0.375% in the case of Commitment Fees, and (ii) thereafter, the following percentages per annum, based upon the Consolidated Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Revolving Administrative Agent pursuant to Section 5.01(c):


Pricing Level	Consolidated Net Leverage Ratio	Eurocurrency Revolving Loans			Base Rate Revolving Loans			Commitment Fees
I	Greater than 3.50x		2.75	%		1.75	%		0.825	%
II	Less than or equal to 3.50x but greater than 3.00x		2.25	%		1.25	%		0.675	%
III	Less than or equal to 3.00x but greater than 2.50x		2.00	%		1.00	%		0.60	%
IV	Less than or equal to 2.50x but greater than 2.00x		1.75	%		0.75	%		0.525	%
V	Less than or equal to 2.00x but greater than 1.50x		1.50	%		0.50	%		0.450	%
VI	Less than or equal to 1.50x		1.25	%		0.25	%		0.375	%

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(c) with respect to Term B Loans, the rate set forth in the Additional Credit Extension Amendment with respect to the Term B Loans to be funded on the IPO Closing Date;

(d) with respect to any Refinancing Term Loans or Refinancing Revolving Loans, as specified in the applicable Refinancing Amendment;

(e) with respect to any Extended Term Loan or any Revolving Loan incurred under an Extended Revolving Commitment, as specified in the applicable Additional Credit Extension Amendment; and

(f) with respect to any Incremental Term Loan, as specified in the applicable Additional Credit Extension Amendment.

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c); provided that, “Pricing Level I” (as set forth in clause (a) or clause (b) above, as applicable) shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered pursuant to Section 5.01(c) but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

Any change in the Applicable Rate resulting from a change in the ratings of the Company from Moody’s or S&P shall become effective on the date of public announcement of the relevant change in such ratings.

In the event that any financial statements previously delivered pursuant to Section 5.01(a) or (b) hereof were incorrect or inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Company shall as soon as practicable deliver to the Revolving Administrative Agent the correct financial statements for such Applicable Period, (ii) the Applicable Rate shall be determined as if the Level for such higher Applicable Rate were applicable for such Applicable Period, and (iii) the applicable Borrowers shall within three Business Days of demand thereof by the Revolving Administrative Agent pay (or cause to be paid) to the Revolving Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Revolving Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agents and Lenders with respect to any Event of Default.

“Applicable Reference Rate” means, for any Eurocurrency Loan denominated in any LIBOR Quoted Currency, LIBOR, for any Eurocurrency Loan denominated in Euros, the EURIBOR Rate, for any Eurocurrency Loan denominated in Canadian Dollars, the CDOR Rate, and for any Eurocurrency Loan denominated in SEK, the STIBOR Rate.

“Approved Fund” means any Fund or other entity that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means the Revolving Arranger and the Term Arrangers.

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“Asset Sale” means any Disposition of Property or series of related Dispositions of Property pursuant to clause (j), (k) or (r) of Section 6.11 which yields Net Cash Proceeds to the Company or any of its Restricted Subsidiaries in excess of $15,000,000.

“Assignee Group” means two or more Lenders or Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed or advised by the same investment advisor or manager.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Applicable Administrative Agent, in the form of Exhibit A or any other form approved by the Applicable Administrative Agent.

“Attributable Receivables Indebtedness” at any time of determination, means (i) if a Permitted Receivables Facility is structured as a secured lending agreement, the principal amount of Indebtedness outstanding thereunder of the Company or any of its Restricted Subsidiaries and/or (ii) if a Permitted Receivables Facility is structured as a factoring arrangement, the aggregate purchase price paid to the Company or any of its Restricted Subsidiaries in respect of accounts receivable with a stated due date that is after such time of determination.

“Augmenting Lender” has the meaning assigned to such term in Section 2.19(b).

“Auto-Extension Letter of Credit” has the meaning provided in Section 2.05(b)(iii).

“Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving Commitments in accordance with the provisions of this Agreement.

“Available Amount” means, at any time:

(i) the cumulative amount of cash and Cash Equivalent proceeds received by the Company (other than from a Subsidiary) from (A) the sale of, or capital contribution with respect to, its Qualified Equity Interests following the IPO Closing Date and at or prior to such time, and (B) from the sale of the Qualified Equity Interests of any Unrestricted Subsidiary or any minority Investments (other than any such sale to a Borrower or a Restricted Subsidiary) following the Closing Date and at or prior to such time so long as such Investments in this clause (B) were originally made pursuant to Section 6.05(l); provided, in each case in this clause (B), that such amount does not exceed the amount of such Investment made pursuant to Section 6.05(l) as such amount is reduced by any returns contemplated by clauses (iv) and (vi) below prior to such time; plus

(ii) 50% of cumulative Consolidated Net Income for the period, taken as a whole, commencing on the first day of the first full Fiscal Quarter commencing on or after the IPO Closing Date and ending on the last day of the most recent Fiscal Quarter for which financial statements have been delivered to the Administrative Agents at or prior to such time (provided that, in no event shall the amount determined pursuant to this clause (ii) be less than $0); plus

(iii) the greater of (x) $57,000,000 and (y) 15.0% of LTM Consolidated EBITDA at such time; plus

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(iv) (A) any dividend or other distribution by, or interest, returns of principal, repayments and similar payments by an Unrestricted Subsidiary or received in respect of minority Investments and (B) in the case of the redesignation of an Unrestricted Subsidiary as, or merger, consolidation or amalgamation of an Unrestricted Subsidiary with or into, a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as, or merger, consolidation or amalgamation of such Unrestricted Subsidiary with or into, a Restricted Subsidiary, in each case, so long as such Investments were originally made pursuant to Section 6.05(l); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.05(l) as such amount is reduced by any returns contemplated by clause (vi) below prior to such time;

(v) to the extent not otherwise applied to prepay the Loans in accordance with the terms hereof, the amount of any Declined Proceeds accrued after the IPO Closing Date; plus

(vi) without duplication, in the event that the Available Amount has been reduced as a result of an Investment made pursuant to Section 6.05(l), (x) the aggregate amount of all cash returns received by the Company or any of its Restricted Subsidiaries in connection with the Disposition of any such Investment and (y) the aggregate amount of all cash returns received by the Company or any of its Restricted Subsidiaries in the form of dividends, distributions, interest, returns of capital, profits, redemptions, releases of guarantees or repayments of loans or advances in respect of such Investment (in each case, up to the amount of the original Investment as such amount is reduced by any returns contemplated by clause (iv) above prior to such time); minus

(vii) the amount of outstanding Investments made in reliance on the Available Amount prior to such time pursuant to Section 6.05(l); minus

(viii) the amount of Restricted Payments made in reliance on the Available Amount prior to such time pursuant to Section 6.04(g)(y); minus

(ix) the amount applied to make payments in respect of Specified Indebtedness in reliance on the Available Amount prior to such time pursuant to Section 6.06(a)(iv)(B).

“Available Revolving Commitment” means, as to any Revolving Lender on any date, the excess of (i) such Revolving Lender’s Revolving Commitment on such date over (ii) the Outstanding Amount of such Revolving Lender’s Revolving Loans and L/C Exposure on such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration, examinership or other insolvency proceedings).

“Bank Levy” means the Netherlands bank levy as set out in the bank levy act (Wet bankenbelasting), the United Kingdom bank levy as set out in the Finance Act 2011 (as amended) or any levy or tax of a similar nature in force as at the date of this Agreement and imposed in any jurisdiction by reference to the assets or liabilities of a financial institution or other entity carrying out financial transactions.

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“Base Rate” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Revolving Base Rate, in the case of a Revolving Loan, or the Term Base Rate, in the case of a Term Loan.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower Joinder Agreement” means a joinder to this Agreement in substantially the form of Exhibit K, pursuant to which an Additional Borrower shall become a Borrower hereunder.

“Borrowers” means (x) the Initial Borrowers, (y) upon the execution and delivery of the Borrower Joinder Agreement on the IPO Closing Date, Newco and Finco, and (z) upon the execution and delivery of any Borrower Joinder Agreement after the IPO Closing Date, any other Additional Borrower party to such Borrower Joinder Agreement.

“Borrowing” means (a) Loans of the same Class, currency and Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect and (b) a Swingline Loan.

“Borrowing Minimum” means (a) in the case of a Eurocurrency Borrowing denominated in Dollars, $5,000,000, (b) in the case of a Eurocurrency Borrowing denominated in an Alternative Currency, the Dollar Equivalent of $5,000,000, (c) in the case of an Base Rate Revolving Borrowing, $1,000,000 and (d) in the case of a Base Rate Term Borrowing, $500,000.

“Borrowing Multiple” means (a) in the case of a Eurocurrency Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Eurocurrency Borrowing denominated in in an Alternative Currency, the Dollar Equivalent of $1,000,000 and (c) in the case of a Base Rate Borrowing, $100,000.

“Borrowing Request” means a request by the Company or the applicable Borrower for a Revolving Borrowing in accordance with Section 2.03 or a request by the Company or the applicable Borrower for a Borrowing of Term Loans pursuant to a written request, in each case in the form attached hereto as Exhibit E or otherwise in form reasonably satisfactory to Applicable Administrative Agent.

“Business Day”means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Applicable Administrative Agent’s Office is located (which as of the Closing Date is New York with respect to each of the Revolving Administrative Agent and the Term Administrative Agent); provided that:

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(a) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means any such day that is also a London Banking Day;

(b) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means a Business Day that is also a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Canadian Dollars, means any such day which is not a legal holiday, or a day on which banking institutions are authorized or required by law or other government action to close, in Toronto, Ontario;

(d) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in SEK, means any such day which is not a legal holiday, or a day on which banking institutions are authorized or required by law or other government action to close, in Stockholm, Sweden;

(e) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in a currency other than Dollars, Euro or Canadian Dollars, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(f) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars, Canadian Dollars, SEK or Euro in respect of a Eurocurrency Loan denominated in a currency other than Dollars, Canadian Dollars, SEK or Euro, or any other dealings in any currency other than Dollars, Canadian Dollars, SEK or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Dollars”, “CAD” or “Can$” means the freely transferable lawful money of Canada.

“Capital Expenditures” means, for any period, the additions to property, plant and equipment and other capital expenditures of the Company and its Restricted Subsidiaries that are (or are required to be) set forth in a consolidated statement of cash flows of the Company for such period prepared in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP as in effect on December 15, 2018, and the amount of such obligations as of any date shall be the capitalized amount thereof determined in accordance with GAAP as in effect on such date that would appear on a balance sheet of such Person prepared as of such date.

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“Cash Collateralize” means to deposit in a Controlled Account or to pledge and deposit with or deliver to the Revolving Administrative Agent, for the benefit of one or more of the Issuing Banks or the Revolving Lenders, as collateral for the L/C Exposure or obligations of Revolving Lenders to fund participations in respect of the L/C Exposure, cash or Deposit Account balances or, if the Revolving Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Revolving Administrative Agent and each applicable Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (i) Can$, Dollars, Euros, Sterling, SEK and such other local currencies held by the Loan Parties and their Restricted Subsidiaries from time to time in the ordinary course of their businesses, (ii) securities issued or directly fully guaranteed or insured by the governments of the United States, United Kingdom, Switzerland, Japan, Canada and members of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the respective government is pledged in support thereof) having maturities of not more than six months from the date of acquisition, (iii) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (iv) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any United States commercial bank or commercial bank of a foreign country recognized by the United States, (x) in the case of a United States commercial bank, having capital and surplus in excess of $500,000,000 and outstanding debt which is rated “A” (or similar equivalent thereof) or higher by at least one nationally recognized statistical rating organization (as defined under Rule 436 under the Securities Act) and (y) in the case of a non-United States commercial bank, having capital and surplus in excess of $250,000,000 (or the foreign currency equivalent thereof), (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iv) above entered into with any financial institution meeting the qualifications specified in clause (iv) above, (vi) commercial paper having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s and in each case maturing within six months after the date of acquisition, (vii) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (vi) above and (viii) instruments equivalent to those referred to in clauses (i) through (vii) above comparable in credit quality and tenor to those referred to in such clauses and customarily used by companies for cash management purposes in any jurisdiction outside the United States in which the Company or any Subsidiary operates. Furthermore, Cash Equivalents shall include bank deposits (and investments pursuant to operating account agreements) maintained with various local banks in the ordinary course of business consistent with past practice.

“Cash Management Bank” means any Person that was an Administrative Agent, a Lender or an Affiliate of an Administrative Agent or a Lender (x) on the Closing Date or the IPO Closing Date or (y) at the time the Company or any Subsidiary initially incurred any Cash Management Obligation (without regard to such Person ceasing to be an Administrative Agent, Lender or an Affiliate of an Administrative Agent or Lender) to such Person.

“Cash Management Obligations” means obligations owed by the Company or any Restricted Subsidiary (or Person that was a Restricted Subsidiary at the time any of the following services were provided) to any Cash Management Bank in respect of (1) any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and (2) the Company’s or any Subsidiary’s participation in commercial (or purchasing) card programs at any Lender or any Affiliate of a Lender (“card obligations”).

“Casualty Event” means, with respect to any property of the Company or any Restricted Subsidiary, any loss or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which the Company or any Restricted Subsidiary receives any insurance proceeds (other than proceeds of business interruption insurance) or condemnation awards, in each case, in excess $15,000,000.

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“Change in Law” means (a) the adoption of any law, treaty, rule or regulation after the Closing Date, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.14(b), by any Lending Office of such Lender or Issuing Bank or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities or any foreign regulatory authority, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means, in each case except as contemplated by the IPO Transactions:

(i) any “person” (as defined in Section 13(d) of the Exchange Act) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding common Equity Interests of the Company;

(ii) the Company shall cease to directly or indirectly own 100% of the Equity Interests of each other Borrower; or

(iii) a “change of control” or similar event shall occur as provided in any Material Indebtedness.

Notwithstanding the foregoing, a transaction will not be deemed to constitute or involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary (the “Sub Entity”) of a holding company and (2) holders of securities that represented 100% of the voting power of the Equity Interests of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction), other than holders receiving solely cash in lieu of fractional shares, own directly or indirectly at least a majority of the voting power of the Equity Interests of such holding company (and no Person or group other than any such holding company, owns, directly or indirectly, a majority of the voting power of the Equity Interests of such holding company).

“Charges” has the meaning assigned to such term in Section 9.14.

“Class” when used in reference to any (x) Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term B Loans, Incremental Term Loans of any series, Extended Term Loans of any series, Replacement Term Loans of any series, Swingline Loans, Refinancing Term Loans or Refinancing Revolving Loans and (y) when used with respect to any Commitment, refers to whether such Commitment is a Term B Loan Commitment, Revolving Commitment, Extended Revolving Commitment of any series, Refinancing Revolving Commitment or Refinancing Term Loan Commitment.

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“Closing Date” means the date on which the conditions specified in Section 4.01 of this Agreement were satisfied (or waived in accordance with Section 9.02 of this Agreement), which date is March 26, 2021.

“Closing Date Transactions” means the effectiveness of this Agreement and the other transactions contemplated to occur pursuant to Section 4.01.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all the “Collateral” (or similar term) as defined in any Collateral Document and all Mortgaged Properties (or any equivalent term); provided that “Collateral” shall not include any Excluded Assets.

“Collateral Agent” means Rabobank, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that, subject to the Agreed Security Principles and Section 5.09(d):

(a) the Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01 (with respect to any Loan Party existing on the Closing Date) or from time to time as required pursuant to Section 5.09 or Section 5.13 or the Collateral Documents (as and when required by such Sections or by the Collateral Documents), subject to the limitations and exceptions of this Agreement and the other Loan Documents, duly executed by each Loan Party party thereto;

(b) the Obligations shall have been guaranteed by the Company and each Borrower (other than with respect to its own Obligations) and each Restricted Subsidiary of the Company (other than Excluded Subsidiaries except to the extent required pursuant to the Collateral Coverage Requirement) pursuant to the Guarantee Agreement; provided that (x) notwithstanding the foregoing provisions, any Restricted Subsidiary in an Agreed Security Jurisdiction that Guarantees (other than Guarantees by a non-Loan Party of Indebtedness of another non-Loan Party) any Material Indebtedness shall be a Guarantor hereunder (and satisfy the Collateral and Guarantee Requirement) for so long as it Guarantees such Material Indebtedness and (y) the aggregate amount of total assets of wholly owned Subsidiaries of the Company organized in an Agreed Security Jurisdiction that do not become Guarantors solely because such Subsidiary is an Immaterial Subsidiary (and not because such Subsidiary satisfies any other clause of the definition of “Excluded Subsidiary”) shall not exceed 10.0% of the Consolidated Total Assets of the Company for the most recently ended Test Period (calculated on a Pro Forma Basis) for which financial statements have been delivered pursuant to Section 5.01(a) hereof (it being understood that the calculation of total assets for such purposes shall exclude any equity investment);

(c) the Obligations and the Guaranty shall have been secured pursuant to the U.S. Security Agreement or the applicable Non-U.S. Security Document by a first-priority perfected security interest in (i) all the Equity Interests of the Borrowers (other than Total Produce (prior to the IPO Closing Date) and Newco) and (ii) all Equity Interests (other than any Equity Interests that are Excluded Assets) of each Restricted Subsidiary directly owned by any Loan Party, subject to exceptions and limitations otherwise set forth in this Agreement and the other Loan Documents (to the extent appropriate in the applicable jurisdiction) (and the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, to the extent as and when expressly required pursuant to the U.S. Security Agreement or the applicable Non-U.S. Security Document);

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(d) all Pledged Notes owing to any Loan Party that is evidenced by a promissory note shall have been delivered to the Collateral Agent to the extent expressly required pursuant to the U.S. Security Agreement or the applicable Non-U.S. Security Document (and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank, to the extent as and when expressly required pursuant to the U.S. Security Agreement or the applicable Non-U.S. Security Document);

(e) subject to limitations and exceptions of this Agreement and any other Loan Document, to the extent a Mortgage on any Material Real Property located in the United States is required pursuant to Section 5.09(b) (each, a “Mortgaged Property”), the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the Loan Party that is the record owner of such property, together with evidence such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer or such other duly authorized signatory of each Loan Party party thereto, in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien (subject only to Liens described in clause (ii) below) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (it being understood that a mortgage recording tax will be calculated on more than 100% of the fair market value of the applicable Mortgaged Property (as reasonably determined by the Company in good faith) at the time the Mortgage is entered into), (ii) fully paid American Land Title Association Lender’s policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns (the “Mortgage Policies”) issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent (not to exceed 100% of the fair market value of the real properties covered thereby as reasonably determined by the Company in good faith), insuring the Mortgages to be valid subsisting first priority Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 6.02 or Liens otherwise consented to by the Collateral Agent, each of which shall (A) to the extent reasonably necessary, include such coinsurance and reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available, and applicable, under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), and (C) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions), to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates; provided, however, that in lieu of a zoning endorsement the Collateral Agent shall accept a zoning report from a nationally recognized zoning report provider, (iii) opinions from local counsel in each jurisdiction (A) where a Mortgaged Property is located regarding the enforceability and perfection of the Mortgage and any related fixture filings and (B) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authorization, execution and delivery of such Mortgage, in the case of (A) and (B), in form and substance reasonably satisfactory to the Collateral Agent, and (iv) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance), duly executed and acknowledged by the appropriate Loan Parties, and, to the extent required under Section 5.05 hereof, evidence of flood insurance as required by Section 5.05 hereof; and

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(f) except as otherwise contemplated by this Agreement or any other Loan Document, all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and similar filings under other applicable laws and filings with the United States Patent and Trademark Office and United States Copyright Office, in each case expressly required by the Collateral Documents to be filed, delivered, registered or recorded to create the Liens intended to be created by the Collateral Documents and perfect such Liens, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording to the extent required by the applicable Collateral Documents (and as and when required by the applicable Collateral Documents).

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A) the foregoing definition shall not require the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of Mortgage Policies or taking other actions with respect to any of the following (collectively, the “Excluded Assets”): (i) any lease, permit, license, contract or other agreement or any property subject to a purchase money security interest, Capital Lease Obligation or similar arrangement, in each case permitted under this Agreement, to the extent that a grant of a security interest therein would violate or invalidate such lease, permit, license, contract or other agreement, Capital Lease Obligations or purchase money arrangement or create a right of termination in favor of, or require the consent of, any other party thereto (other than a Loan Party or any of their Subsidiaries) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition, (ii) any interest in fee-owned real property and improvements located thereon and fixtures relating thereto (other than Material Real Properties located in the United States), (iii) any interest in leased real property and improvements located thereon and fixtures related thereto (including any requirement to deliver any survey or any landlord waivers, estoppels and collateral access letters), (iv) motor vehicles, aircraft and other assets subject to certificates of title (except to the extent perfection of a security interest in such assets may be accomplished by the filing of a Uniform Commercial Code financing statement or similar procedures under applicable foreign Laws or does not require any additional perfection steps), (v) Margin Stock and Equity Interests of any Person other than a wholly-owned Restricted Subsidiary of the Company to the extent not permitted by the terms of such Person’s organizational or joint venture documents without the consent of a third party equityholder that is not an Affiliate of any Borrower after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Laws, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable laws notwithstanding such prohibition, (vi) any intent-to-use trademark or servicemark application prior to the filing of a “statement of use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, that granting a security interest in such trademark application prior to such filing would impair the enforceability or validity of such trademark application under applicable federal Law, (vii) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the anti-assignment provision of the Uniform Commercial Code and other applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition or restriction, (viii) pledges and security interests prohibited or (to the extent) limited by applicable Law, rule or regulation (including the requirement to obtain consent of any Governmental Authority to the extent such consent has not been obtained) after giving effect to the anti-assignment provisions of the Uniform Commercial Code and other applicable Law, (ix) letter of credit rights (except to the extent perfection of a security interest in such assets may be accomplished by the filing of a Uniform Commercial Code financing statement or similar procedures under applicable foreign Laws or does not require any additional perfection steps) and commercial tort claims with a value in an amount less than

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$10,000,000, (x) (a) payroll and other employee wage and benefit accounts, (b) sales tax accounts, (c) bona fide escrow accounts for the benefit of unaffiliated third parties in connection with transactions otherwise permitted hereunder, and (d) fiduciary or trust accounts for the benefit of unaffiliated third parties, and, in the case of clauses (a) through (d), the funds or other property held in or maintained in any such account, in each case, (I) to the extent each such account is used solely for such purpose and (II) other than to the extent perfected by the filing of a UCC financing statement or similar procedures under applicable foreign Laws or does not require any additional perfection steps or are proceeds of Collateral, (xi) any particular assets if the burden, cost or consequence of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents as mutually agreed by the Company and the Administrative Agents, (xii) any acquired property (including property acquired through acquisition or merger of another entity) subject to a permitted contractual obligation binding or relating to such property if at the time of such acquisition the granting of a security interest therein or the pledge thereof is prohibited by such contractual obligation (in each case, not created in contemplation thereof) to the extent and for so long as such contractual obligation prohibits such security interest or pledge after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Laws, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable Laws notwithstanding such prohibition and (xiii) any Equity Interests issued by, or assets of, any Immaterial Subsidiary, not-for-profit Subsidiary, Unrestricted Subsidiary, special purpose Subsidiary or captive insurance Subsidiary; provided, however, that Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to above and such proceeds, substitutions or replacements shall not constitute “Excluded Assets” (unless such proceeds, substitutions or replacements would constitute Excluded Assets referred to above);

(B) the Collateral Agent in its sole discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of Mortgage Policies or taking other actions with respect to, particular assets as required by any Loan Document (including extensions beyond the Closing Date and the IPO Closing Date); and

(C) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations (if any) set forth in this Agreement, the applicable Collateral Documents and the Agreed Security Principles (with respect to any assets owned by any Loan Party that is not organized under the laws of the United States).

Notwithstanding anything to the contrary contained herein or in any other Loan Document, (x) no Loan Party shall be required to perfect security interests in any Collateral through control agreements and (y) no actions in any jurisdiction that is not an Agreed Security Jurisdiction or required by the Law of any jurisdiction that is not an Agreed Security Jurisdiction shall be required in order to create a security interest in any assets or to perfect or make enforceable such security interest (including property registered or applied-for in any jurisdiction that is not an Agreed Security Jurisdiction) it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any jurisdiction that is not an Agreed Security Jurisdiction or any requirement to make any filings in any such jurisdiction.

“Collateral Coverage Requirement” has the meaning set forth in Section 5.09(c).

“Collateral Documents” means, collectively, the U.S. Security Agreement, each Non-U.S. Security Document, each Mortgage, each security agreement, pledge agreement or other similar agreement delivered to the Collateral Agent, the Applicable Administrative Agent or the Lenders pursuant to Section 5.09 or Section 5.13 and each of the other agreements, instruments or documents executed by any Loan Party that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of any of the Secured Parties.

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“Commitment” means a Revolving Commitment, Refinancing Revolving Commitment, Extended Revolving Commitment or Term B Loan Commitment or Refinancing Term Loan Commitment.

“Commitment Fee” has the meaning set forth in Section 2.11(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” means (x) prior to the IPO Closing Date, Total Produce, and (y) from and after the IPO Closing Date, Newco.

“Company Materials” has the meaning assigned to such term in Section 5.01.

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBIT” means, for any period, the Consolidated Net Income (without giving effect to (x) any extraordinary gains or losses and (y) any gains or losses from sales of assets (other than inventory sold in the ordinary course of business)) before (i) total interest expense (inclusive of amortization of deferred financing fees and any other original issue discount) of the Company and its Restricted Subsidiaries determined on a consolidated basis for such period, and (ii) provision for taxes based on income and foreign withholding taxes (including in respect of repatriated funds and any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), in each case to the extent deducted (and not otherwise added back) in determining Consolidated Net Income for such period.

“Consolidated EBITDA” means, for any period, Consolidated EBIT for such period, adjusted by (x) adding thereto (in each case to the extent deducted in determining Consolidated Net Income for such period and not already added back in determining Consolidated EBIT for such period or (in the case of clause (x)(vii) below) not included in determining Consolidated Net Income for such period), the amount of (i) all depreciation and amortization expense for such period, (ii) any other non-cash charges, losses or expenses incurred in such period, (iii) the Transaction Expenses and the amount of all fees and expenses and charges (including expenses of the type described in clause (x)(vi) below) incurred in connection with any actual or potential equity issuances, public offering of equity, Investments, acquisitions, Dispositions, recapitalizations, mergers, option buyouts or the incurrence or refinancing, waiver, consent or amendment of any Indebtedness (in each case, whether or not consummated) for such period, (iv) any losses attributable to the interest component of cross-currency hedging arrangements even if such transactions are treated for GAAP purposes as foreign exchange transactions, (v) earn-out and contingent consideration obligations incurred or accrued in connection with any Permitted Acquisition or similar Investment and paid or accrued during such period, (vi) any after-tax effect on income of extraordinary, non-recurring or unusual gains, income, losses, expenses or charges (including the effect of all fees and expenses relating thereto), severance, relocation costs, integration costs, consolidation and costs related to the opening, closure, relocation and/or consolidation of plants and facilities, signing, retention or completion costs and bonuses, recruiting costs, recruiting and hiring bonuses, transition costs, and taxes related to issuances of significant options and curtailments or modifications to pension and post-retirement employee benefit plans and corporate reorganization shall be excluded in an amount for any period not to exceed, together with the amount of adjustments made pursuant to clause (x)(vii) and clause (x)(xiii), for such period, the greater of (x) $76,000,000 and (y) 20% of Consolidated EBITDA for such period (prior to giving effect to any such increase pursuant to this clause (x)(vi), clause (x)(vii) and clause (x)(xiii)); provided that the cap included

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in this clause (x)(vi) shall not limit any adjustment otherwise permitted to be made pursuant to this clause (x)(vi) or clause (x)(vii) to the extent such adjustment is in connection with the Transactions, (vii) the amount of “run rate” cost savings, operating expense reductions and synergies related to the Transactions or any other Specified Transaction projected by the Company in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken (in the good faith determination of the Company), including any cost savings, expenses and charges (including restructuring and integration charges) in connection with, or incurred by or on behalf of, any joint venture of the Company or any of the Restricted Subsidiaries (whether accounted for on the financial statements of any such joint venture or the Company or any of its Restricted Subsidiaries) with respect to any Specified Transaction, within 18 months after such Specified Transaction; provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (x)(vii) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions or synergies that are added back pursuant to another clause of this definition or the definition of “Pro Forma Basis” (it being understood and agreed that “run rate” means the full recurring benefit that is associated with any action taken) and (C) the share of any such cost savings, expenses and charges with respect to a joint venture that are to be allocated to the Company or any of the Restricted Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by the percentage of income of such joint venture expected to be included in Consolidated EBITDA for the relevant applicable periods; provided, that, (x) the aggregate amount of adjustments pursuant to this clause (x)(vii), together with the aggregate amounts added back pursuant to clause (x)(vi) and clause (x)(xiii), shall not exceed the greater of (x) $76,000,000 and (y) 20% of Consolidated EBITDA for the four quarter period ending on any date of determination (prior to giving effect to the addback of such items pursuant to clause (x)(vi), this clause (x)(vii) or clause (x)(xiii)) and (y) the cap included in this clause (x)(vii) shall not limit any adjustment otherwise permitted to be made pursuant to this clause (x)(vii) or clause (x)(vi) to the extent such adjustment is in connection with the Transactions, (viii) any fees, costs and expenses incurred by the Company or a Restricted Subsidiary relating to litigation, claims, investigations, proceedings and/or settlement relating to litigation, claims, investigations, proceedings or disputes; provided, that the aggregate amount of such fees, costs and expenses incurred after the Closing Date (other than those incurred in connection with such litigation, claims, investigations, proceedings or disputes existing on the Closing Date) shall not exceed $15,000,000 for any Test Period, with unused amounts being available in subsequent periods subject to a maximum of $50,000,000 for all such periods, (ix) any costs or expenses incurred by a Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of any Borrower or net cash proceeds of issuance of Equity Interests of any Borrower (other than Disqualified Equity Interests), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the Available Amount, (x) costs incurred associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002, in connection with any equity offering (whether or not consummated), and the rules and regulations promulgated in connection therewith or other enhanced accounting functions and Public Company Costs and costs and expenses incurred in connection with acquisitions, Investments, Dispositions, equity issuances and other transactions permitted by this Agreement, in any case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460), (including integration and transition costs), consulting and accounting fees, legal fees, and other professional fees, (xi) non-recurring costs or expenses incurred to procure and implement new enterprise resource planning information systems, (xii) costs or expenses arising from claims that would otherwise be indemnified or reimbursed, if such claims exceeded any thresholds required in such underlying agreements, (xiii) costs or expenses arising from charitable contributions; provided, that, (A) the aggregate amount of such costs or expenses added back pursuant to this clause (x)(xiii), together with the aggregate amounts added back pursuant to clause (x)(vi) and clause (x)(vii),

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shall not exceed the greater of (x) $76,000,000 and (y) 20% of Consolidated EBITDA for the four quarter period ending on any date of determination (prior to giving effect to the addback of such items pursuant to this clause (x)(xiii), clause (x)(vi) or clause (x)(vii)) and (B) the cap included in this clause (x)(vi) shall not limit any adjustment otherwise permitted to be made pursuant to clause (x)(vi) or clause (x)(vii) to the extent such adjustment is in connection with the Transactions, and (xiv) losses or discounts on sales of receivables and related assets in connection with any Permitted Receivables Facilities and (y) subtracting therefrom (i) to the extent included in arriving at Consolidated EBIT for such period, the amount of non-cash gains during such period, (ii) the aggregate amount of all cash payments made during such period in connection with non-cash charges incurred in a prior period, to the extent such non-cash charges were added back pursuant to clause (x)(ii) above (and, for the avoidance of doubt, not added back pursuant to any other component of this definition) in a prior period and (iii) any gains attributable to the interest component of cross-currency hedging arrangements even if such transactions are treated for GAAP or IFRS purposes as foreign exchange transactions to the extent same were included in arriving at Consolidated EBIT for such period.

Notwithstanding the foregoing or anything else herein to the contrary, prior to the IPO Closing Date, “Consolidated EBITDA” shall include (without duplication of any amounts included in Consolidated EBITDA as a result of the last paragraph of the definition of “Consolidated Net Income”) the Group’s share of the Consolidated EBITDA of its joint venture and associated companies (other than the Group’s share of the Consolidated EBITDA of the Acquired Business).

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP or IFRS, as applicable, and without reduction for any dividends on preferred equity interests; provided, however, that:

(a) the Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the relevant Person, in the case of a gain, or to the extent of any contributions or other payments by the relevant Person, in the case of a loss;

(b) the Net Income of any Person that is a Subsidiary that is not a Restricted Subsidiary shall be included only to the extent of the amount of dividends or distributions paid in cash to the relevant Person;

(d) any after-tax effect of income (loss) (x) from the early extinguishment of Indebtedness or Swap Agreements or other derivative instruments and (y) from sales or dispositions of assets (other than in the ordinary course of business, which, for the avoidance of doubt, it shall be agreed that Dispositions of agricultural land in Hawaii substantially consistent with past practice of Dole US Holdings and its Restricted Subsidiaries are in the ordinary course of business), including any reconstruction, re-commissioning or reconfiguration of fixed assets, abandoned and discontinued operations, in each case, shall be excluded;

(e) any non-cash compensation expense recorded from grants and periodic remeasurements of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded;

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(f) any non-cash impairment charge or asset write-off, in each case, pursuant to GAAP or IFRS, as applicable, and the amortization of intangibles arising pursuant to GAAP or IFRS, as applicable, shall be excluded;

(g) gains and losses resulting solely from fluctuations in foreign currencies shall be excluded;

(h) to the extent covered by insurance and actually reimbursed, or, so long such amount is (i) not denied by the applicable carrier in writing and (ii) in fact reimbursed within 365 days of the date of such event (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events shall be excluded and the proceeds of business interruption shall be deemed to increase Consolidated Net Income;

(i) to the extent actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance, fees, costs, expenses or reserves incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition or disposition of any Person or line of business shall be excluded; and

(j) any unrealized or realized net gain or loss resulting from currency translation gains or losses impacting net income (including currency remeasurements of Indebtedness), any net loss or gain resulting from hedge agreements for currency exchange risk associated with the above (and those resulting from intercompany Indebtedness) and any foreign currency translation gains or losses shall be excluded.

Notwithstanding the foregoing or anything else herein to the contrary, prior to the IPO Closing Date, “Consolidated Net Income” shall include the Group’s share of the net income (loss) of its joint venture and associated companies other than the Group’s share of the net income (loss) of the Acquired Business.

“Consolidated Net Leverage Ratio” means, for any Test Period, the ratio of (a) Consolidated Total Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.,

“Consolidated Subsidiaries” means Subsidiaries that are consolidated with the Company in accordance with GAAP.

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“Consolidated Total Indebtedness” means, at any time, the sum, without duplication, of (i) the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding as of such time calculated on a consolidated basis (other than Indebtedness described in clause (ii), (v), (vi), (vii) or (viii) of the definition of “Indebtedness”) (provided that (x) there shall be included in Consolidated Total Indebtedness, any Indebtedness in respect of drawings under letters of credit to the extent not reimbursed within two Business Days after the date of such drawing and (y) no Swap Agreement shall be included in Consolidated Total Indebtedness unless such Swap Agreement is not permitted by Section 6.01(l)) plus (ii) the principal amount of any obligations of any Person (other than the Company or any Restricted Subsidiary) of the type described in the foregoing clause (i) that are Guaranteed by the Company or any Restricted Subsidiary (whether or not reflected on a consolidated balance sheet of the Company).

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“Consolidated Total Net Indebtedness” means at any time the excess of (i) Consolidated Total Indebtedness at such time over (ii) the aggregate amount of (x) unrestricted cash and Cash Equivalents of the Company and its Restricted Subsidiaries at such time and (y) cash and Cash Equivalents restricted in favor of the Collateral Agent, any Administrative Agent or any Lender (whether or not held in a pledged account) of the Company and its Restricted Subsidiaries at such time.

“Control” means, with respect to any Person, the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Control Agreements” means, collectively, those control agreements (if any) in form and substance reasonably acceptable to the Revolving Administrative Agent entered into among (a) the depository institution maintaining any Deposit Account, (b) a Loan Party or Defaulting Lender, as applicable, and (c) the Revolving Administrative Agent, pursuant to which the Revolving Administrative Agent obtains control (within the meaning of the UCC) over such Deposit Account.

“Controlled Account” means each Deposit Account that is subject to a Control Agreement.

“Corresponding Liabilities” means the Obligations of a Loan Party, excluding its Parallel Liability.

“Credit Agreement Refinancing Indebtedness” means any Indebtedness (other than Loans under this Agreement) consisting of pari passu secured loans, junior lien secured loans, or unsecured loans or pari passu secured debt securities, junior lien secured debt securities or unsecured debt securities incurred or Guaranteed by Loan Parties following the Closing Date that are designated by the Company in a certificate of a Responsible Officer of the Company delivered to each Administrative Agent as “Credit Agreement Refinancing Indebtedness”; provided that (i) such loans or debt securities have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Term Loans refinanced thereby or a final maturity date that is earlier than the final maturity date of such Term Loans and are not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the maturity date of such Term Loans; provided that Credit Agreement Refinancing Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced with long-term Indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy this clause (i) so long as (x) such credit facility includes customary “rollover” provisions which shall provide for the automatic extension, conversion or exchange of such bridge loans or interim credit facility into long-term Indebtedness without any conditions precedent to such extension, conversion or exchange (other than due to a default of the type described in clauses (h) and (i) of Article VII of this Agreement) and (y) assuming such credit facility were to be extended, converted or exchanged pursuant to the “rollover” provisions described in the immediately preceding clause (x), such extended credit facility would comply with this clause (i)), (ii) such Indebtedness is not secured by any assets of the Company or any of its Restricted Subsidiaries except for Liens permitted by Section 6.02(w), (iii) such Indebtedness is not incurred or Guaranteed by any Restricted Subsidiaries that are not Loan Parties, and (iv) the other terms and conditions relating to such Indebtedness (other than interest rates, fees, rate floors, premiums, discounts, optional redemption or prepayment provisions, amortization, maturities and call protection) are not in the aggregate materially more restrictive (when taken as a whole) than the terms of this Agreement as determined in good faith by the Company; provided that, it is agreed that to the extent any financial maintenance covenant is added for the benefit of such (A) Refinancing Term Loans, no consent shall be required to the extent that such financial maintenance covenant is also added for the benefit of each then-existing Class of Term Loans and Revolving Loans or (B) Refinancing Revolving Commitments, no consent shall be required to the extent that such financial maintenance covenant is also added for the benefit of each then-existing Class of Revolving Commitments that then benefits from a financial maintenance covenant.

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“Credit Event” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Party” has the meaning provided in Article VIII.

“CTA” means the UK Corporation Tax Act 2009.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, examinership, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning provided in Section 2.10(b)(vii).

“Default” means any event or condition which constitutes an Event of Default or, which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” has the meaning provided in Section 2.12(c).

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of any Class of Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Applicable Administrative Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Applicable Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Company, the Applicable Administrative Agent or any Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Applicable Administrative Agent or the Company, to confirm in writing to the Applicable Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Applicable Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts

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or agreements made with such Lender. Any determination by the applicable Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Company, each Issuing Bank, the Swingline Lender and each Lender.

“Deposit Account” means a demand, time, savings, passbook, or similar account maintained with an organization engaged in the business of banking, including savings banks, savings and loan associations, credit unions, and trust companies. Neither investment property nor accounts evidenced by an instrument shall constitute a Deposit Account for purposes of this Agreement.

“Designated Non-Cash Consideration” means the fair market value (as determined by the Company in good faith) of consideration received by the Company or any Restricted Subsidiary in connection with a Disposition made pursuant to Section 6.11(j) that is not cash or Cash Equivalents and is designated as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer of the Company setting forth the basis of such fair market value (with the amount of Designated Non-Cash Consideration in respect of any Disposition being reduced for purposes of Section 6.11(j) to the extent the Company or any Restricted Subsidiary converts the same to cash or Cash Equivalents following the closing of the applicable Disposition).

“Disposition” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof, and the terms “Dispose” and “Disposed of” shall have correlative meanings, but excluding licenses, sublicenses, leases and subleases entered into in the ordinary course of business, or consistent with past practice, or that are customarily entered into by companies in the same or similar lines of business.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, public equity offering or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, public equity offering or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the expiration, cancellation, termination or Cash Collateralization of any Letters of Credit in accordance with the terms hereof), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interests and except as permitted in clause (a) above), in whole or in part, (c) requires the scheduled payments of dividends in cash (for this purpose, dividends shall not be considered required if the issuer has the option to permit them to accrue, cumulate, accrete or increase in liquidation preference or if the Company has the option to pay such dividends solely in Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Term B Loan Maturity Date; provided, that if such Equity Interest is issued to any current or former employee or to any plan for the benefit of employees, directors, officers, members of management or consultants of the Company or its Subsidiaries or by any such plan to such employees, directors, officers, members or management or consultants, such Equity Interest shall not constitute Disqualified Equity Interest solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination, death or disability.

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“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Revolving Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Disqualified Institution” means any competitor of the Company, the Acquired Business or any of their respective Restricted Subsidiaries (other than a bona fide debt fund or any investment vehicle that is engaged primarily in making, purchasing, holding or otherwise investing in loans, commitments and similar extensions of credit in the ordinary course of business for financial investment purposes and with respect to which no personnel involved with the investment in the relevant competitor, or the management, control or operation thereof, directly or indirectly, possesses the power to direct or cause the investment policies of such fund, vehicle or entity) identified in writing to the Administrative Agents by the Company from time to time. The list of Disqualified Institutions shall be available for inspection upon request by any Lender or Participant or any prospective Lender or participant.

“Dole Annual Financial Statements” means the audited consolidated balance sheet and related statement of operations and cash flows of Dole Foods for the fiscal year ended December 31, 2020.

“Dole Existing ABL Credit Agreement” means the revolving credit agreement among Dole US Holdings, Dole Foods, Solvest, Ltd., the various lending institutions party thereto, the other parties thereto and Bank of America, N.A., as administrative agent, dated as of April 6, 2017, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Dole Existing Credit Agreement” means the credit agreement among Dole US Holdings, Dole Foods, the various lending institutions party thereto, the other parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, dated as of April 6, 2017, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Dole Existing Indenture” means that certain Indenture, dated as of April 6, 2017, among Dole US Holdings, Dole Foods, the guarantors party thereto and Wilmington Trust, National Association, as trustee, pursuant to which Dole Foods issued $300,000,000 aggregate principal amount of its 7.25% Senior Secured Notes due 2025.

“Dole Foods” means Dole Food Company, Inc., a North Carolina corporation.

“Dole Loan Parties” means the Restricted Subsidiaries of the Acquired Business that are required to become Loan Parties pursuant to Section 4.03(b).

“Dole Quarterly Financial Statements” means the unaudited consolidated balance sheets and related statements of operations and cash flows of Dole Foods for each fiscal quarter of Dole Foods ended after December 31, 2020 and at least 45 days prior to the IPO Closing Date.

“Dole Refinancing” means the refinancing, repayment, satisfaction, discharge or redemption in full (including, without limitation, by depositing the required funds with the applicable trustee with respect to a redemption for which a notice has been issued) of outstanding indebtedness of the Acquired Business under each of the Dole Existing ABL Credit Agreement, the Dole Existing Credit Agreement and the Dole Existing Indenture.

“Dole US Holdings” means DFC Holdings, LLC, a Delaware limited liability company.

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“Dollars” or “$” refers to lawful money of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.04(b)(iii), (v), (vi) and (vii) (subject to such consents, if any, as may be required under Section 9.04(b)(iii)).

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata and natural resources such as wetlands, flora and fauna.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any violation (or alleged violation) by the Company or any of its Restricted Subsidiaries under any Environmental Law or any permit issued to the Company or any of its Restricted Subsidiaries under any such law (hereunder “Claims”), including, without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the Environment.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, including the common law, concerning the protection of the Environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material, or the effect of Hazardous Materials on the Environment or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means, with respect to the Company, any corporation or other trade or business (whether or not incorporated) that, together with the Company or any of its Restricted Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 and 430 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived), (b) the failure to make any minimum required contribution determined under Section 412 of the Code, Section 430 of the Code, or Section 303 of ERISA to a Plan for any plan year, (c) the existence with respect to any Multiemployer Plan of an “accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not waived, (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (e) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by the Company, any of its ERISA Affiliates, or any plan administrator of any notice from the PBGC relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal (including under Section 4062(e) of ERISA) from any Plan or Multiemployer Plan, or (h) the receipt by the Company or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Company or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or is in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” and/or “EUR” means the single currency of the Participating Member States.

“Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Revolving Adjusted LIBO Rate, in the case of a Revolving Loan, or the Term Eurocurrency Rate, in the case of a Term Loan. Eurocurrency Loans may be denominated in Dollars or, in the case of the Revolving Facility, an Alternative Currency. All Loans denominated in an Alternative Currency or made to a Borrower that is not a U.S. Loan Party must be Eurocurrency Loans.

“Event of Default” has the meaning assigned to such term in Article VII.

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“Excess Cash Flow” means, for any period, (a) net cash flow provided by (used in) operating activities for such period as reported on the consolidated statements of cash flow of the Company and its Restricted Subsidiaries for such period delivered under Section 5.01(a) (excluding amounts attributable to Unrestricted Subsidiaries except to the extent such Unrestricted Subsidiaries’ net income is included in Consolidated Net Income) minus (b) the sum of, in each case to the extent not otherwise reducing net cash flow provided by (used in) operating activities in such period, without duplication, (i) scheduled principal payments and payments of interest in each case made in cash on Indebtedness (other than Indebtedness under a revolving credit facility except to the extent there is a corresponding reduction in commitments) during such period (including for purposes hereof, sinking fund payments, payments in respect of the principal components under capital leases and the like relating thereto), in each case other than to the extent financed with the net proceeds of any equity issuance, Asset Sale, insurance or Indebtedness (excluding Indebtedness under any revolving credit facility), (ii) optional prepayments of Indebtedness for borrowed money (other than the Loans) during such period in each case other than to the extent financed with the net proceeds of any equity issuance, Asset Sale, insurance or Indebtedness (excluding Indebtedness under any revolving credit facility) and mandatory prepayments of Capital Lease Obligations to the extent required due to a Disposition that resulted in an increase to cash flow and not in excess of the amount of such increase; provided that in the case of any revolving Indebtedness such repayment shall only be included in this clause (ii) to the extent that such repayment results in a permanent reduction of the commitments thereunder, (iii) without duplication of amounts deducted from Excess Cash Flow in prior periods, (A) the aggregate amount of all Capital Expenditures made by the Company and its Restricted Subsidiaries during such period, (B) the aggregate consideration with respect to any Capital Expenditures required pursuant to a binding contract or commitment, in each case to be paid in cash during such period by the Company or any of its Restricted Subsidiaries, the consummation of which is delayed beyond the end of such period, and (C) at the option of the Company, the aggregate amount of Capital Expenditures contractually committed to be made (or is contemplated to be made during the four fiscal quarter period of the Company following the end of such period) during the period of four consecutive Fiscal Quarters of the Company following the end of such period, in each case, other than to the extent financed with the net proceeds of any equity issuance, Asset Sale, insurance or Indebtedness (excluding Indebtedness under any revolving credit facility); provided that, (I) to the extent the aggregate amount of cash actually utilized to finance any such Capital Expenditure during such period is less than the amount required or expected to be paid in connection with such Capital Expenditure during such period, the amount of such shortfall shall be added to the calculation of Excess Cash Flow on (x) the date such Capital Expenditure is consummated or made or (y) the date the binding contract, lease or letter of intent with respect to such Capital Expenditure is terminated or the date on which such Capital Expenditure is no longer contemplated to be made and (II) to the extent the aggregate amount actually utilized to finance any Capital Expenditure during any subsequent period of four consecutive fiscal quarters is less than the amount deducted pursuant to clause (b)(iii)(C) above, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive fiscal quarters, (iv) without duplication of amounts deducted from Excess Cash Flow in prior periods, other than to the extent financed with the net proceeds of any equity issuance, Asset Sale, insurance or Indebtedness (excluding Indebtedness under any revolving credit facility), cash sums expended for Investments and, at the option of the Company, any payments (including earn-outs) required to be made pursuant to binding commitments (or any contractual obligation or binding commitment (a “Recurring Obligation”) that is contemplated to be entered into during the four fiscal quarter period of the Company following the end of such period to the extent that such contractual obligation or binding commitment is a recurring Investment in the ordinary course of business consistent with past practice) (the “Scheduled Investment Consideration”) in respect of any such Investment made or contractually committed (or which shall be contractually committed in connection with a Recurring Obligation) to be made during the period of four consecutive fiscal quarters of the Company following the end of such period pursuant to (b), (f) (in the case of Investments contemplated on the Closing Date), (h), (i), (m), (p), (q) and (t) of Section 6.05 during such period, for Dispositions permitted pursuant to Section 6.11, and for Restricted Payments and at the option of

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the Company, any payments required to be made pursuant to binding commitments (the “Scheduled Restricted Payment Consideration”) in respect of any such Restricted Payment made or contractually committed to be made during the period of four consecutive fiscal quarters of the Company following the end of such period pursuant to (c), (g) (to the extent made from the cumulative Consolidated Net Income portion of the Available Amount), and (l) (with respect to any Transaction Expenses) of Section 6.04 during such period, in each case, whether successful or not; provided that to the extent the aggregate amount actually utilized to finance such Investments or Restricted Payments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Investment Consideration or the Scheduled Restricted Payment Consideration, as applicable, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive fiscal quarters, and (v) any amount that is listed (or would be listed to the extent such financial statements were prepared in accordance with IFRS) as a “put option obligation” in the most recent audited financial statements of the Company delivered in accordance with Section 5.01(a).

“Excess Cash Flow Payment Date” means the date occurring ten (10) Business Days after the required delivery date set forth in Section 5.01(a) for the audited financial statements for the Company and its Restricted Subsidiaries (commencing with such audited financial statements for the Fiscal Year ending December 31, 2022).

“Excess Cash Flow Payment Period” means, with respect to any Excess Cash Flow Payment Date, the immediately preceding Fiscal Year of the Company commencing with the Fiscal Year ending December 31, 2022.

“Excluded Assets” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement”.

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary of a Borrower or a Guarantor on the Closing Date or on the date such Person became a Subsidiary, (b) subject to Section 6.03(e), any Subsidiary (an “Immaterial Subsidiary”) of a Guarantor that does not have total assets in excess of 2.5% of Consolidated Total Assets of the Company for the most recently ended Test Period (calculated on a Pro Forma Basis) for which financial statements have been delivered pursuant to Section 5.01(a) (it being understood that the calculation of total assets for such purposes shall exclude any equity investment), (c) any Subsidiary that is prohibited by applicable Law (whether on the Closing Date or thereafter) or contractual obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Obligations (after taking into account any applicable guarantee limitations in accordance with local law) or if guaranteeing the Obligation would require governmental (including regulatory) or other third-party (other than a Loan Party) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (d) any other Subsidiary with respect to which the Company and the Collateral Agent reasonably agree that the burden or cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) any direct or indirect Subsidiary of the Company organized in a jurisdiction other than an Agreed Security Jurisdiction, (f) any Subsidiary with respect to which the provision of a guarantee and/or the granting of security over assets by such Subsidiary could reasonably be expected to result in adverse tax consequences to it, the Company, any other Borrower or any of the Borrowers’ direct or indirect Subsidiaries, in each case, as determined in good faith by the Company and notified in writing to the Administrative Agents, (g) any not-for-profit Subsidiaries, (h) any Unrestricted Subsidiaries, (i) any special purpose entities, (j) any captive insurance subsidiaries, (k) any Subsidiary which is not required to become a Guarantor pursuant to the Agreed Security Principles, (l) any Subsidiary to the extent becoming a Guarantor and/or granting security over its assets would result in a breach of the fiduciary duties of the directors (or equivalent) of such Subsidiary or could reasonably be expected to result in personal or criminal liability

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of any director (or equivalent), in each case as determined in good faith by the Company and notified in writing to the Administrative Agents and (m) any Subsidiary of the Company which is not already a Guarantor and which is not required to become a Guarantor as a result of the Borrowers being in compliance with the Collateral Coverage Requirement as of the most recent date on which the Collateral Coverage Requirement was tested under Section 5.09(d), provided that such Subsidiary shall have been a Subsidiary as of such date. For the avoidance of doubt, no Borrower shall constitute an Excluded Subsidiary and no Restricted Subsidiary that becomes a Guarantor pursuant to the Collateral and Guarantee Requirement or the Collateral Coverage Requirement shall constitute an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Loan Party becomes effective with respect to such related Swap Obligation.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to, or required to be withheld or deducted from a payment to, any Administrative Agent, any Lender or any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Documents, (a) Taxes imposed on (or measured by) net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (b) in the case of a Foreign Lender making Loans to a U.S. Borrower, any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Foreign Lender with respect to an applicable interest in a Loan made to a U.S. Borrower pursuant to a Law in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.16, (c) any withholding Tax that is attributable to such recipient’s failure to comply with Section 2.16(e) or (f), (d) with respect to any Loans made by a Lender to an Irish Borrower, any deduction or withholding for or on account of Tax imposed by Ireland on any amounts payable to or for the account of such Lender, if on the date on which the payment falls due (x) the payment could have been made to the relevant Lender without any withholding or deduction for or on account of such Tax if the Lender had been an Irish Qualifying Lender, but on that date the Lender is not (or has ceased to be) an Irish Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant Governmental Authority) or (y) the relevant Lender is an Irish Qualifying Lender solely by virtue of being an Irish Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender without such deduction or withholding had the Lender complied with its obligations in Section 2.16(j), (e) with respect to any Loans made to a UK Borrower, any deduction or withholding for or on account of Tax imposed by the United Kingdom on any amounts payable to or for the account of such Lender, if on the date on which the payment falls due (1) that Lender is not a UK Qualifying Lender other than where it was a UK Qualifying Lender before such date and has ceased to be such a UK Qualifying Lender as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority, (2) the relevant Lender is a UK Qualifying Lender solely by virtue of category (B) of the definition of UK Qualifying Lender and: (x) an officer of HM Revenue & Customs has given

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(and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Loan Party making the payment a certified copy of that Direction; and (y) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made, (3) the relevant Lender is a UK Qualifying Lender solely by virtue of category (B) of the definition of UK Qualifying Lender and: (x) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and (y) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA, or (4) the relevant Lender is a UK Treaty Lender and the UK Borrower is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.16(h)(iv) and Section 2.16(h)(v), (f) any U.S. federal withholding Taxes imposed under FATCA, (g) any U.S. federal backup withholding under Section 3406 of the Code, (h) any Bank Levy, (i) with respect to any Loans made to a Borrower organized under the laws of the Netherlands (a “Dutch Borrower”), any Dutch Tax that arises as a result of any Lender having a substantial interest (aanmerkelijk belang) as defined in the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) in a Dutch Borrower and (j) any Tax imposed on the basis of the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) as in force and at the rates as of the date of this Agreement.

“Existing Term Loan Class” has the meaning set forth in Section 2.20(a).

“Existing Total Produce RCFs” means each of (A) that certain Revolving Credit Facility Agreement, dated as of July 27, 2018, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and The Governor and Company of the Bank of Ireland, (B) that certain Revolving Credit Facility Agreement, dated as of September 23, 2016, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and HSBC Bank plc, (C) that certain Revolving Credit Facility Agreement, dated as of June 11, 2015, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and Danske Bank A/S, (D) that certain Revolving Credit Facility Agreement, dated as of October 26, 2018, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and Coöperatieve Rabobank U.A. (the “Rabo RCF”), (E) that certain Revolving Credit Facility Agreement, dated as of June 29, 2017, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and Coöperatieve Rabobank U.A., (F) that certain Revolving Credit Facility Agreement, dated as of November 30, 2015, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and Ulster Bank Ireland Limited and (G) that certain Revolving Credit Facility Agreement, dated as of March 5, 2019, among Total Produce, the subsidiaries of Total Produce and other parties party thereto from time to time and The Bank of Montreal, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Extended Revolving Commitments” means revolving credit commitments established pursuant to Section 2.20 that are substantially identical to the Revolving Commitments except that such revolving credit commitments may have a later maturity date and different provision with respect to interest rates and fees than those applicable to the Revolving Commitments.

“Extended Term Loans” has the meaning set forth in Section 2.20(a).

“Extending Term Lender” has the meaning provided in Section 2.20(c).

“Extension Election” has the meaning set forth in Section 2.20(c).

“Extension Request” has the meaning provided in Section 2.20(a).

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“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above), and any intergovernmental agreements (and any related laws, regulations or official administrative guidance) implementing the foregoing.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended from time to time, and the rules and regulations thereunder, and any successor thereto.

“Fee Letter” means the Fee Letter, dated as of February 16, 2021, by and among the Administrative Agents, Total Produce and the other parties thereto.

“Financial Covenant” means the covenant in Section 6.09.

“Financial Officer” means the chief financial officer, finance director, principal accounting officer, treasurer, or controller of the Company.

“Finco” means a newly formed Irish subsidiary of Newco, which for Irish tax purposes will be regarded as a “qualifying company” within the meaning of Section 110 TCA.

“First Lien Intercreditor Agreement” means an intercreditor agreement, substantially in the form of Exhibit I (with such changes thereto as are reasonably acceptable to the Collateral Agent), by and between the Collateral Agent and the collateral agent for one or more classes of Credit Agreement Refinancing Indebtedness or Incremental Substitute Indebtedness that are intended to be secured by Liens ranking pari passu with the Liens securing the Obligations.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means each fiscal year of the Company and its Subsidiaries, which ends on December 31.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Benchmark for any applicable Class of Loans.

“Foreign Lender” means any Lender or Issuing Bank that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“Foreign Plan” means any pension plan, benefit plan, fund (including any superannuation fund) or other similar program established, maintained or contributed to by the Company or any of its Restricted Subsidiaries for the benefit of employees of the Company or any of its Restricted Subsidiaries employed and residing outside the United States (other than any plans, funds or other similar programs that are maintained exclusively by a Governmental Authority), which plan, fund or other similar program provides, or results in, retirement income or a deferral of income in contemplation of retirement, and which plan is not subject to ERISA.

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“Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by the Company or any of its Restricted Subsidiaries under applicable law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by the Company or any of its Restricted Subsidiaries, or the imposition on the Company or any of its Restricted Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States of America.

“Group” means the Company and its Restricted Subsidiaries.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the effect of rendering such person liable for any Indebtedness or other monetary obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a)

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an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation or the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

“Guarantee Agreement” means the Guarantee Agreement, dated as of the date hereof, among the Loan Parties party thereto and the Collateral Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Guarantor” means (a) each Borrower (other than with respect to its own Obligations), (b) each other Restricted Subsidiary of the Company party to the Guarantee Agreement and (c) each other Restricted Subsidiary that becomes a party to the Guarantee Agreement after the Closing Date pursuant to Section 4.03 or 5.09(a) or (d).

“Guaranty” means, collectively, the guaranty of the Obligations by the Borrowers and the Guarantors pursuant to the Guarantee Agreement.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, materials, pollutants or contaminants or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is an Administrative Agent or a Lender or an Affiliate of an Administrative Agent or a Lender (x) on the Closing Date, (y) on the IPO Closing Date or (z) at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“Honor Date” has the meaning provided in Section 2.05(c)(i).

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Immaterial Subsidiary” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.

“Increased Commitments” has the meaning provided in Section 2.19(a).

“Increasing Lender” has the meaning provided in Section 2.19(b).

“Incremental Substitute Indebtedness” means Indebtedness consisting of (x) unsecured loans or secured loans secured by Liens ranking pari passu with or junior to the Liens securing the Obligations or (y) unsecured debt securities or secured debt securities secured by Liens ranking pari passu with or junior to the Liens securing the Obligations issued or Guaranteed by the Loan Parties that is designated by the Company in a certificate of a Responsible Officer of the Company delivered to the Applicable Administrative Agent as “Incremental Substitute Indebtedness” prior to the date of incurrence; provided that (i) such Indebtedness does not have a final maturity that is prior to the Term B Loan Maturity Date or a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans of any Class, (ii) such Indebtedness is not secured by a Lien on any assets of the Company or any of its Subsidiaries except for Liens permitted by Section 6.02(w), (iii) such Indebtedness

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is not incurred or Guaranteed by any Subsidiaries that are not Loan Parties, (iv) the aggregate principal amount of Incremental Substitute Indebtedness incurred following the IPO Closing Date, when aggregated with the aggregate amount of all Increased Commitments and Incremental Term Loans (other than Refinancing Incremental Term Loans) established following the IPO Closing Date shall not exceed the sum of (A) the greater of (i) $380,000,000 and 100% of LTM Consolidated EBITDA, plus (B) an amount equal to all voluntary prepayments of Loans (including Incremental Term Loans) and Incremental Substitute Indebtedness (but including purchases of the Loans or Incremental Substitute Indebtedness by the Company or any of its Subsidiaries at or below par, in which case the amount of voluntary prepayments of such Loans or Incremental Substitute Indebtedness shall be deemed not to exceed the actual purchase price of such Loans or Incremental Substitute Indebtedness below par), in the case of prepayments of Incremental Term Loans or Incremental Substitute Indebtedness (in each case, other than to the extent funded with proceeds of long-term Indebtedness and excluding prepayments of the Revolving Facility except to the extent the commitments thereunder are permanently reduced by the amount of such prepayments), plus (C) an unlimited amount so long as, in the case of this clause (C), (i) with respect to any Incremental Substitute Indebtedness that is secured by Liens ranking pari passu with or junior to the Liens securing the Obligations, on a Pro Forma Basis the Secured Net Leverage Ratio (excluding the cash proceeds thereof from cash for purposes of such calculation) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00 and (ii) with respect to any Incremental Substitute Indebtedness that is secured by Liens ranking junior to the Liens securing the Obligations or that is unsecured, on a Pro Forma Basis the Consolidated Net Leverage Ratio (excluding the cash proceeds thereof from cash for purposes of such calculation) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00, (v) Incremental Substitute Indebtedness incurred on or prior to the twelve-month anniversary of the IPO Closing Date in the form of term loans that are secured by Liens ranking pari passu with the Liens securing the Obligations shall be subject to the MFN Provision and (vi) the other terms and conditions relating to such debt securities or loans (other than interest rates, fees, rate floors, premiums, discounts, optional redemption or prepayment provisions, amortization, maturities and call protection) are not in the aggregate materially more restrictive than the terms of this Agreement as determined in good faith by the Company.

“Incremental Term Loan” has the meaning assigned to such term in Section 2.19(a).

“Indebtedness” means, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or bonds, debentures, notes or similar instruments or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn or paid under all letters of credit, bankers’ acceptances, bank guaranties and similar obligations issued for the account of such Person and all unpaid drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all Capital Lease Obligations of such Person, (v) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all Guarantees by such Person of Indebtedness of others, (vii) all obligations under any Interest Rate Protection Agreement, any Other Hedging Agreement or under any similar type of agreement and (viii) obligations arising under Synthetic Leases. Notwithstanding the foregoing, Indebtedness shall not include (i) trade payables, accrued expenses and deferred tax and other credits incurred

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by any Person in accordance with customary practices and in the ordinary course of business of such Person or (ii) intercompany liabilities arising from their cash management and accounting operations and intercompany loans, advances or Indebtedness among the Company and its Restricted Subsidiaries or among Restricted Subsidiaries of the Company having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business.

“Indemnified Taxes” means all (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Information” has the meaning specified in Section 9.12.

“Initial Borrowers” has the meaning specified in the preamble hereto.

“Intercreditor Agreements” means each First Lien Intercreditor Agreement and Junior Lien Intercreditor Agreement, in each case to the extent then in effect.

“Interest Election Request” means a request by the applicable Borrower (or the Company on behalf of the applicable Borrower) to convert or continue a Revolving Borrowing in accordance with Section 2.03.

“Interest Payment Date” means (a) with respect to any Base Rate Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months, or any other period as may be agreed to and is available to all applicable Lenders, thereafter, as a Borrower (or the Company on behalf of such Borrower) may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Rate Protection Agreement” means any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement.

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person or (b) a loan, advance or capital contribution to, Guarantee of Indebtedness of, assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (other than, in the case of the Company and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms)) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of Section 6.05,(i) the amount of any Investment outstanding at any time shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but reduced by any dividend, distribution, return of capital or principal repayment received in cash in respect of such investment and (ii) in the event the Company or any Subsidiary (an “Initial Investing Person”) transfers an amount of cash or other Property (the “Invested Amount”) for purposes of permitting the Company or one or more other Subsidiaries to ultimately make an Investment of the Invested Amount in the Company, any Subsidiary or any other Person (the Person in which such Investment is ultimately made, the “Subject Person”) through a series of substantially concurrent intermediate transfers of the Invested Amount to the Company or one or more other Subsidiaries other than the Subject Person (each an “Intermediate Investing Person”), including through the incurrence or repayment of intercompany Indebtedness, capital contributions or redemptions of Equity Interests, then, for all purposes of Section 6.05, any transfers of the Invested Amount to Intermediate Investing Persons in connection therewith shall be disregarded and such transaction, taken as a whole, shall be deemed to have been solely an Investment of the Invested Amount by the Initial Investing Person in the Subject Person and not an Investment in any Intermediate Investing Person.

“IPO” means the initial underwritten public offering of shares in Newco pursuant to an effective registration statement to be filed with the SEC pursuant to the Securities Act (the “Registration Statement”).

“IPO Closing Date” means the date on which the conditions specified in Section 4.03 of this Agreement were satisfied (or waived in accordance with Section 9.02 of this Agreement).

“IPO Closing Date Senior Secured Net Leverage Ratio” means the Senior Secured Net Leverage Ratio on the IPO Closing Date determined on a Pro Forma Basis for the IPO Transactions.

“IPO Transactions” means the consummation of the Share Exchange, the consummation of the Merger, the consummation of the IPO in accordance with the Registration Statement, the consummation of the Dole Refinancing and the Total Produce Refinancing, the execution, delivery and performance by the Dole Loan Parties of applicable Loan Documents, the Borrowing of the Term B Loans and the payment of fees, costs and expenses in connection therewith.

“Ireland” means Ireland (exclusive of Northern Ireland).

“Irish Borrower” means a Borrower which is organized or incorporated in Ireland.

“Irish Companies Act” means the Companies Act 2014 of Ireland.

“Irish Loan Party” means a Loan Party incorporated under the laws of Ireland.

“Irish Qualifying Lender” means a Lender which is beneficially entitled to interest payable to it in respect of an advance under any Loan Document and is:

(a) a bank within the meaning of Section 246 TCA which is carrying on a bona fide banking business in Ireland for the purposes of Section 246(3) TCA and whose Lending Office is located in Ireland;

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(b) a body corporate:

(i) which, by virtue of the law of a Qualifying Jurisdiction, is resident in the Qualifying Jurisdiction for the purposes of tax and that jurisdiction imposes a tax that generally applies to interest receivable in that jurisdiction by bodies corporate from sources outside that jurisdiction;

(ii) which is a US company which is incorporated in the United States and is taxed in the United States on its worldwide income;

(iii) which is a US limited liability company where (I) the ultimate recipients of the interest would themselves be Qualifying Lenders under sub-paragraphs (i), (ii) or (iv) of this paragraph (b) or paragraph (c); and (II) business is conducted through the US limited liability company for market reasons and not for tax avoidance purposes; or

(iv) where the interest:

(1) is exempted from the charge to Irish income tax under an Irish Treaty in force on the date the interest is paid; or

(2) would be exempted from the charge to Irish income tax if an Irish Treaty which has been signed but is not yet in force had the force of law on the date the interest is paid,

except where, in respect of each of sub-paragraphs (i) to (iv), interest payable to that body corporate in respect of an advance under a Loan Document is paid in connection with a trade or business which is carried on in Ireland by that body corporate through a branch or agency;

(c) in circumstances only where interest is payable under a Loan Document by a Loan Party which is a qualifying company (within the meaning of Section 110 TCA), a person which, by virtue of the law of a Qualifying Jurisdiction, is resident in the Qualifying Jurisdiction for the purposes of tax except, in a case where such person is a body corporate, where interest payable to it in respect of an advance under a Loan Document is paid in connection with a trade or business which is carried on in Ireland by that body corporate through a branch or agency;

(f) a body corporate which advances money in the ordinary course of a trade which includes the lending of money and whose Lending Office is located in Ireland, in whose hands any interest payable in respect of monies so advanced is taken into account in computing the trading income of such body corporate and such body corporate has complied with the notification requirements under section 246(5) TCA;

(g) a qualifying company (within the meaning of section 110 TCA) whose Lending Office is located in Ireland;

(h) an investment undertaking (within the meaning of section 739B TCA) whose Lending Office is located in Ireland;

(i) an exempt approved scheme (within the meaning of section 774 TCA) whose Lending Office is located in Ireland; or

(j) an Irish Treaty Lender.

“Irish Treaty” has the meaning specified in the definition of “Irish Treaty State”.

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“Irish Treaty Lender” means a Lender, other than a Lender falling within paragraph (b) or (c) of the definition of Irish Qualifying Lender, which (a) is treated as resident of an Irish Treaty State for the purposes of an Irish Treaty; (b) does not carry on a business in Ireland through a permanent establishment with which that Lender’s participation in any Loan is effectively connected; and (c) meets all other conditions of the Irish Treaty which must be fulfilled for residents of that Irish Treaty State to be paid interest without the deduction of Tax (assuming the completion of any necessary procedural formalities).

“Irish Treaty State” means a jurisdiction have a double taxation agreement (an “Irish Treaty”) with Ireland that has force of law and makes provision for full exemption from tax imposed by Ireland on interest.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement and instrument entered into by the applicable Issuing Bank and the Company (or any Subsidiary) or in favor of the applicable Issuing Bank and relating to such Letter of Credit.

“Issuing Bank” means Rabobank and any other Revolving Lender (subject to such Lender’s consent) designated by the Company and consented to by the applicable Administrative Agent that becomes an Issuing Bank, in each case in its capacity as an issuer of Letters of Credit hereunder, and any successors in such capacity as provided in Section 9.04. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ITA” means the UK Income Tax Act 2007.

“Junior Lien Intercreditor Agreement” means an intercreditor agreement, substantially in the form of Exhibit H (with such changes thereto as are reasonably acceptable to the Collateral Agent), by and between the Collateral Agent and the collateral agent for one or more classes of Credit Agreement Refinancing Indebtedness or Incremental Substitute Indebtedness that are intended to be secured by Liens ranking junior to the Liens securing the Obligations.

“knowledge” of any Person, means, except as otherwise set forth in this Agreement, the actual (but not the constructive or imputed) knowledge of such Person without any implication of verification or investigation concerning such knowledge.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities.

“L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in the same currency as the Letter of Credit under which the applicable L/C Borrowing occurred.

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“L/C Borrowing” means an extension of credit resulting from a L/C Disbursement under any Letter of Credit which has not been reimbursed on the date when made or refinanced as Base Rate Revolving Borrowing. All L/C Borrowings shall be denominated in the currency in which the related Letter of Credit is denominated.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” means, at any time, the sum of (a) the aggregate Outstanding Amount of all Letters of Credit at such time plus (b) the aggregate Outstanding Amount of all L/C Disbursements, including Unreimbursed Amounts, that have not yet been reimbursed by or on behalf of the Borrowers at such time. The L/C Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total L/C Exposure at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.11. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Exposure Sublimit” means $75,000,000.

“LCT Election” shall have the meaning provided in Section 1.04(d).

“LCT Test Date” shall have the meaning provided in Section 1.04(d).

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.19 or pursuant to an Assignment and Assumption or an Additional Credit Extension Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Lending Office” means the office or offices notified by a Lender to an Applicable Administrative Agent in writing as the office or offices through which it will perform its obligations under any Loan Document.

“Letter of Credit” means a Letter of Credit issued pursuant to Section 2.05(a)(i).

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank.

“Letter of Credit Expiration Date” means the day that is five Business Days (or, in the case of a commercial letter of credit, 30 days) prior to the Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“LIBOR Quoted Currency” means Dollars and Sterling, in each case as long as there is a published LIBOR rate with respect thereto.

“LIBOR Successor Rate” has the meaning specified in Section 2.13(d).

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“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Term Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable discretion of the Term Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Term Administrative Agent in a manner substantially consistent with market practice (or, if the Term Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Term Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Lien” means, with respect to any asset, any mortgage, charge in the nature of a security interest, deed of trust, lien, pledge, hypothecation, encumbrance, or security interest in, on or of such asset (or any capital lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means (i) any Permitted Acquisition or similar Investment whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Loan Documents” means this Agreement, the Collateral Documents, any Intercreditor Agreement, each Additional Credit Extension Amendment, any promissory notes executed and delivered pursuant to Section 2.09(f), the Fee Letter and any amendments, restatements, amendments and restatements, waivers, supplements or other modifications to any of the foregoing.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Loans” means the loans made by the Lenders to any Borrower pursuant to this Agreement.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“LTM Consolidated EBITDA” means, on any date, Consolidated EBITDA of the Company for the most recently ended Test Period (calculated on a Pro Forma Basis) for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the first date on which financial statements are delivered pursuant to Section 5.01(a) or (b), Consolidated EBITDA of the Company (calculated on a Pro Forma Basis) for the Test Period ended December 31, 2020).

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property or financial condition of the Company and its Restricted Subsidiaries taken as a whole, (b) the validity or enforceability against the Loan Parties of the Loan Documents, taken as a whole, (c) the material rights and remedies of the Administrative Agents or the Lenders under the Loan Documents, taken as a whole, or (d) the ability of the Loan Parties, taken as a whole, to perform their material payment obligations under the Loan Documents, taken as a whole.

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“Material Indebtedness” means Indebtedness (other than the Loans) of any one or more of the Company and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000 (or, following the IPO Closing Date, $75,000,000). For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the termination value (giving effect to any netting agreements) that the Company or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Real Property” means (i) as of the Closing Date, any real property located in the United States owned by a Loan Party listed on Schedule 3.05 and (ii) at all times after the Closing Date, any real property located in the United States acquired in fee by any Loan Party with a fair market value as of such date in excess of $20,000,000.

“Material Subsidiary” means any Restricted Subsidiary (or group of Restricted Subsidiaries as to which a specified condition applies) that would be a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.

“Material Transaction” means any Permitted Acquisition or similar Investment or Disposition, in each case, the aggregate consideration for which exceeds $500,000,000.

“Maximum Rate” has the meaning assigned to such term in Section 9.14.

“Merger” means the merger of Merger Sub with and into Dole US Holdings, with Dole US Holdings surviving the Merger as an indirect wholly-owned Restricted Subsidiary of Newco, in exchange for the issuance of ordinary shares of Newco and other consideration on the terms and in accordance with the Transaction Agreement.

“Merger Sub” means TP-Dole Merger Sub, LLC, a Delaware limited liability company.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or Deposit Account balances, an amount equal to 103% of the Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by the Revolving Administrative Agent and the applicable Issuing Banks in their reasonable discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means any mortgage or deed of trust executed by any Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties.

“Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Property” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means (a) with respect to any Asset Sale or any Casualty Event, an amount equal to (i) the sum of cash and Cash Equivalents received by the Company or any Restricted Subsidiary in connection with such Asset Sale or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as

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and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by the Company or any Restricted Subsidiary) less (ii) the sum of (A) transaction costs (including, without limitation, any underwriting, brokerage or other customary selling commissions, legal, advisory and other fees and expenses (including title and recording expenses), associated therewith and sales, VAT and transfer taxes arising therefrom), (B) with respect to any Asset Sale, payments of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 90 days after, the date of such Asset Sale, (C) the amount of such gross cash proceeds required to be used to permanently repay any Indebtedness (other than Indebtedness (I) owed to the Lenders pursuant to this Agreement or (II) which is secured by Liens permitted by Section 6.02(w)) which is secured by the respective assets which were subject to such Asset Sale or Casualty Event and (D) the estimated net marginal increase in income taxes which will be payable by the Company consolidated group or any Restricted Subsidiary of the Company with respect to the fiscal year in which such Asset Sale or Casualty Event occurs as a result of such Asset Sale or Casualty Event; and in the event of any such Asset Sale or Casualty Event of assets owned by a non-wholly owned Restricted Subsidiary, the proportionate share thereof attributable to minority interests (based upon such Persons’ relative holdings of Equity Interests in such Restricted Subsidiary); provided, however, that such cash and Cash Equivalents shall not include any portion thereof which the Company determines in good faith should be reserved for post-closing adjustments (to the extent the Company delivers to the Administrative Agents a certificate signed by a Responsible Officer as to such determination), it being understood and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Company or any of its Restricted Subsidiaries shall constitute Net Cash Proceeds on such date received by the Company and/or any of its Restricted Subsidiaries from such Asset Sale, and (b) with respect to the incurrence or issuance of any Indebtedness by the Company or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) all taxes paid or reasonably estimated to be payable, and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by the Company or such Restricted Subsidiary in connection with such incurrence or issuance.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP or IFRS, as applicable.

“Newco” means Pearmill Limited, a private company limited by shares, incorporated under the laws of Ireland with registration number: 606201 and to be renamed Dole plc prior to the consummation of the IPO.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning set forth in Section 2.05(b)(iii).

“Non-U.S. Jurisdiction Deposit” means a deposit or Guarantee incurred in the ordinary course of business and required by any Governmental Authority in a non-U.S. jurisdiction as a condition of doing business in such jurisdiction.

“Non-U.S. Security Documents” means security documents in favor of the Collateral Agent or any of the Secured Parties, with respect to the assets of or Equity Interests in any Loan Party which is a not a U.S. Loan Party (other than any Excluded Asset).

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“Non-U.S. Subsidiary” means any direct or indirect Restricted Subsidiary that is not organized under the laws of the United States, any state thereof or the District of Columbia.

“Note” means a promissory note made by the applicable Borrower in favor of a Lender evidencing Revolving Loans or Term Loans, as applicable, made by such Lender to such Borrower, substantially in the form of Exhibit B or Exhibit C, as applicable.

“Obligations” means all indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and other monetary obligations of any of the Loan Parties to any of the Lenders, their Affiliates and the Administrative Agents, individually or collectively, existing on the Closing Date or arising thereafter (direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured) arising or incurred under this Agreement or any of the other Loan Documents or any Secured Hedge Agreement or Cash Management Obligation (including under any of the Loans made or reimbursement or other monetary obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof), in each case whether now existing or hereafter arising, whether all such obligations arise or accrue before or after the commencement of any bankruptcy, insolvency or receivership proceedings (and whether or not such claims, interest, costs, expenses or fees are allowed or allowable in any such proceeding). Notwithstanding the foregoing, “Obligations” of any Loan Party shall not include any Excluded Swap Obligation of such Loan Party.

“OID” has the meaning assigned in Section 2.19(d).

“Original Currency” has the meaning assigned in Section 2.17(a).

“Other Connection Taxes” means, with respect to any Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Hedging Agreements” means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against fluctuations of currency values or commodity prices.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or from the execution, delivery, performance, registration or enforcement of, the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment, transfer, novation, sub-participation, alienation or other disposal of any Lender’s rights or obligations under a Loan Document (other than an assignment made pursuant to Section 2.18(b)).

“Outstanding Amount” means (i) with respect to Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; (ii) with respect to Swingline Loans on any date, the aggregate outstanding Dollar Equivalent amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (iii) with respect to any L/C Exposure on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Exposure on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Exposure as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

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“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Applicable Administrative Agent, the applicable Issuing Banks, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Revolving Administrative Agent or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.

“Parallel Liability” means a Loan Party’s undertaking pursuant to Section 9.22.

“Participant” has the meaning set forth in Section 9.04(d).

“Participant Register” has the meaning set forth in Section 9.04(d).

“Participating Member State” means each state so described in any EMU Legislation.

“Patriot Act” has the meaning provided in Section 9.13.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means (i) the purchase or other acquisition, in one or more series of transactions, of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Company (including as a result of a merger or consolidation) or (ii) any Investment in any Restricted Subsidiary (including by a merger or consolidation of existing Subsidiaries), including any Investment in (x) any Restricted Subsidiary the effect of which is to increase such equity ownership in such Restricted Subsidiary or (y) any joint venture for the purpose of increasing the ownership interest in such joint venture; provided that the following conditions are satisfied to the extent applicable (in each case subject to Section 1.04(d) hereof):

(a) to the extent required by Section 5.09, each applicable Loan Party and any such newly created or acquired Subsidiary shall have complied with the requirements of Section 5.09, within the times specified therein;

(b) unless such acquired Persons and their Subsidiaries become Guarantors and pledge their assets as, and to the extent, required by Section 5.09, the aggregate consideration (excluding assets acquired in exchange for Qualified Equity Interests of the Company and excluding any consideration paid with the proceeds of an issuance of, or capital contribution with respect to, any Qualified Equity Interests of the Company that was not included in the Available Amount or otherwise used as the basis for any Investment, Restricted Payment or payment in respect of Specified Indebtedness) paid by any Loan Party in respect of all such Permitted Acquisitions shall not exceed, at the time such Permitted Acquisition is made, the greater of (x) $690,000,000 and (y) 15% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) for which financial statements have been delivered pursuant to Section 5.01(a) or (b);

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(d) at the time of and immediately after any such purchase or other acquisition (including any Indebtedness to be incurred in connection therewith), no Event of Default shall have occurred and be continuing.

“Permitted Business” means any business which (i) is the same, similar, ancillary or reasonably related to the business in which the Company or any of its Subsidiaries was engaged immediately prior to the Closing Date or the IPO Closing Date, as applicable, or (ii) is conducted by any Person acquired pursuant to a Permitted Acquisition and which does not qualify as a “Permitted Business” pursuant to preceding clause (i), so long as (x) such business represents an immaterial portion of the businesses acquired pursuant to such Permitted Acquisition and (y) such business is sold or otherwise disposed of as soon as reasonably practicable following the consummation of such Permitted Acquisition (but, in any event, within one year following such Permitted Acquisition).

“Permitted Encumbrances” means:

(a) Liens for Taxes not then due or if due obligations with respect to such Taxes that are not being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’, workmen’s, suppliers’ and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days, or are being contested in compliance with Section 5.04;

(c) (i) Liens, pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or employment laws or to secure other public, statutory or regulatory obligations (including to support letters of credit or bank guarantees) and (ii) Liens, pledges or deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing insurance to the Company or any Restricted Subsidiary;

(d) Liens or deposits to secure the performance of bids, trade contracts, governmental contracts, tenders, statutory bonds, leases, statutory obligations, surety, stay, customs, appeal and replevin bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business;

(e) Liens in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, restrictions (including zoning restrictions), rights-of-way, covenants, licenses, encroachments, protrusions and similar encumbrances and minor title defects affecting real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially interfere with the ordinary conduct of business of the Company and its Restricted Subsidiaries, taken as a whole;

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(g) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease, sublease, license or sublicense entered into by the Company or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased;

(h) any matters affirmatively insured over or exceptions noted in any Mortgage Policy;

(i) with respect to real property located in Hawaii (i) for which no title report has been delivered to the Collateral Agent prior to the IPO Closing Date, and (ii) which are not governed by the land court of the State of Hawaii, any and all gaps in the chain of title that would be identified by a search of the public records of the State of Hawaii; and

(j) with respect to real property located in Hawaii for which title reports have been delivered to the Collateral Agent prior to the IPO Closing Date, all matters shown in such title reports.

“Permitted JV Guarantee Obligations” means any Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of any joint venture so long as the aggregate principal amount of Indebtedness Guaranteed by the Company and its Restricted Subsidiaries in reliance on this definition shall not exceed $100,000,000 at any time outstanding.

“Permitted Receivables Facility” means one or more Receivables Facilities that meet the following conditions: (a) all sales of Receivables Assets to the Receivables SPE or Receivables Funder are made at fair market value (as determined by the Company in good faith), (b) the covenants, events of default and other material terms applicable to such financing shall be on market terms (as determined by the Company in good faith) at the time such financing is entered into and may include Standard Receivables Financing Undertakings and such terms will not be adverse in any material respect to the interests of the Lenders as determined by the Company in good faith and (c) recourse to the Restricted Subsidiaries (other than any Receivables SPE) in connection with such financing shall be limited to the extent customary for comparable transactions. The transactions contemplated by (i) the Agreement for the Sale and Purchase of Receivables (Ireland) (governed by Irish law) between Coöperatieve Rabobank U.A., trading as Rabobank Dublin, Total Produce, Total Produce Ireland Limited, Allegro Limited and Iverk Produce Limited dated 21 December 2012 as amended and restated on 31 August 2015 and as further amended by an Amendment Agreement dated 28 May 2020, (ii) the Agreement for the Sale and Purchase of English receivables (UK) (governed by English law) between Coöperatieve Rabobank U.A., trading as Rabobank Dublin, Total Worldfresh Limited and Total Produce dated 31 August 2015 as amended by an Amendment Agreement dated 29 May 2020, and (iii) the Master Receivables Purchase Deed (Sweden) (governed by Irish law) between Coöperatieve Rabobank U.A., trading as Rabobank Dublin, Everfresh AB and Total Produce dated 19 December 2019 as amended by an Amendment Agreement dated 29 May 2020, in each case as amended, restated, amended and restated, extended, supplemented, modified, replaced or refinanced with Rabobank or an Affiliate of Rabobank from time to time, shall be deemed to be Permitted Receivables Facilities.

“Permitted Receivables Facility Assets” means (i) Receivables (whether now existing or arising in the future) of the Subsidiaries of the Company (other than any Loan Party) which are transferred or pledged to any Receivables Entity pursuant to any Permitted Receivables Facility and any related Permitted Receivables Related Assets which are also so transferred or pledged to any Receivables Entity and all proceeds thereof and (ii) loans to any Subsidiary of the Company (other than a Loan Party) secured by Receivables (whether now existing or arising in the future) of any Subsidiary which are made pursuant to any Permitted Receivables Facility.

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“Permitted Receivables Facility Documents” means each of the documents and agreements entered into in connection with any Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests, or the issuance of notes or other evidence of Indebtedness secured by such notes, all of which documents and agreements shall be in form and substance reasonably customary for transactions of this type, in each case as such documents and agreements may be amended, restated, amended and restated, modified, supplemented, refinanced or replaced from time to time so long as (in the good faith determination of the Company) either (i) the terms as so amended, restated, amended and restated, modified, supplemented, refinanced or replaced are reasonably customary for transactions of this type or (ii)(x) any such amendments, restatements, amendments and restatements, modifications, supplements, refinancings or replacements do not impose any conditions or requirements on the Company or any of its Restricted Subsidiaries that, taken as a whole, are more restrictive in any material respect than those in existence immediately prior to any such amendment, restatement, amendment and restatement, modification, supplement, refinancing or replacement as determined by the Company in good faith and (y) any such amendments, restatements, amendments and restatements, modifications, supplements, refinancings or replacements are not adverse in any material respect to the interests of the Lenders as determined by the Company in good faith.

“Permitted Receivables Related Assets” means any assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing.

“Permitted Refinancing Indebtedness” means, with respect to any Person, any amendment, modification, refinancing, refunding, renewal, replacement or extension of any applicable Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant to Section 6.01(b), Section 6.01(e) and Section 6.01(q), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the earlier of (x) the final maturity date of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended and (y) the date which is 91 days after the Term B Loan Maturity Date, (c) other than with respect to Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant to Section 6.01(e), such modification, refinancing, refunding, renewal, replacement or extension has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders (in the good faith determination of the Company) as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company, any Restricted Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledged Notes” has the meaning set forth in the U.S. Security Agreement and shall include any other Indebtedness pledged by any Loan Party or required to be pledged by any Loan Party and required to be delivered to the Collateral Agent under any other Collateral Documents.

“Pre-Adjustment Successor Rate” has the meaning specified in Section 2.13(d).

“Pro Forma Basis,” “Pro Forma Compliance,” and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.13.

“Pro Forma Financial Statements” means the pro forma balance sheet of Newco and its subsidiaries (including the Acquired Business) and a pro forma consolidated statement of income of Newco for the annual period ended on or about December 31, 2020, prepared after giving effect to the Transactions.

“Pro Rata Share” means (i) with respect to any Lender’s obligation to pay any amount to the Revolving Administrative Agent, the Swingline Lender or any Issuing Bank, such Lender’s Applicable Percentage of the Revolving Facility and (ii) with respect to any Lender’s obligation to pay any amount to the Term Administrative Agent, such Lender’s Applicable Percentage of the Term B Loans.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Company Costs” means costs relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002, the Securities Act and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance, employee bonuses and other executive costs, legal and other professional fees, listing fees and other expenses, in each case, arising out of or incidental to an entity’s status as, or preparation to become, a reporting company.

“Public Lender” has the meaning assigned to such term in Section 5.01.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interests becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means Equity Interests of the Company other than Disqualified Equity Interests.

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“Qualifying Bridge Facility” means any bridge facility whereby the Indebtedness outstanding thereunder may be converted, refinanced or exchanged for long-term debt that satisfies clauses (i) and (ii) of the proviso to the penultimate sentence of Section 2.19(a) and any such conversion or exchange is subject only to customary conditions (determined by the Company in good faith).

“Qualifying Jurisdiction” means (a) a member state of the European Communities other than Ireland; (b) a jurisdiction with which Ireland has entered into an Irish Treaty that has the force of law; or (c) a jurisdiction with which Ireland has entered into an Irish Treaty where that treaty will (on completion of the necessary procedures) have the force of law.

“Rabobank” means Coöperatieve Rabobank U.A., New York Branch.

“Rabo RCF” has the meaning set forth in the definition of “Existing Total Produce RCFs”.

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Revolving Administrative Agent; provided that, to the extent such market practice is not administratively feasible for the Revolving Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Revolving Administrative Agent).

“Ratings Condition” shall be deemed to be satisfied on any date on which the Company’s corporate ratings and corporate family ratings (as applicable) are at least BB- (Stable) from S&P and at least Ba3 (Stable) from Moody’s.

“Receivables” means all accounts receivable (including, without limitation, all claims and rights to receive payment created by or arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance).

“Receivables Entity” means a direct or indirect Subsidiary of the Company which solely engages in activities in connection with the financing of Receivables of the Receivables Sellers and which is designated as a “Receivables Entity” by the delivery to the Administrative Agents of an officer’s certificate of the Company certifying that, to such officer’s knowledge and belief after consultation with counsel, the foregoing conditions are satisfied in respect of such entity:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) incurred by such Person (i) is guaranteed by the Company or any other Restricted Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is recourse to or obligates the Company or any other Restricted Subsidiary of the Company in any way (other than pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(b) neither the Company nor any other Restricted Subsidiary of the Company has any contract, agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility (including with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) with such person on terms less favorable to the Company or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Company (as determined by the Company in good faith); and

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(c) neither the Company nor any other Restricted Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such person to achieve certain levels of operating results.

“Receivables Facility” means any transaction or series of transactions pursuant to which one or more Receivables Sellers may (a) sell, convey, contribute or otherwise transfer Receivables Assets (either directly or indirectly) and/or (b) grant a security interest in respect of or otherwise take the benefit of any Receivables Assets, in each case, to one or more Receivables SPEs or Receivables Funders (and thereby providing financing to the Company and/or any Receivables Seller).

“Receivables Financing Guarantee” means (i) any guarantee of performance and related indemnification entered into by the Company or any Restricted Subsidiary in respect of the obligations of the Receivables Seller, the Receivables Entity or another Restricted Subsidiary party to any Permitted Receivables Facility or (ii) any other guarantee of performance entered into by the Company or any Restricted Subsidiary which the Company has determined in good faith to be customary in a Receivables Financing.

“Receivables Funder” means any third-party financial institution which purchases Receivables onto its balance sheet or otherwise make funds available secured by Receivables.

“Receivables Related Assets” means any Receivables and other rights and assets related thereto (including, but not limited to, all collateral securing such receivable, all contracts and all guarantees or other obligations in respect of such receivable, proceeds collected on such Receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset based lending, asset backed lending or asset securitization transactions and any related hedging obligations, in each case, whether now existing or arising in the future).

“Receivables Repurchase Obligation” means any obligation of a Receivables Seller in a Permitted Receivables Facility to repurchase Receivables Assets (or make a cash payment in lieu thereof) arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to such Receivables Seller.

“Receivables Seller” means the Company or any of its Subsidiaries.

“Receivables SPE” means (a) any Receivables Entity, (b) any other Person (i) formed solely for the purposes of engaging in a Permitted Receivables Financing (together with any activities incidental or related thereto) or (ii) which issues asset-backed commercial paper and uses the proceeds thereof to purchase Receivables or make funds available secured by Receivables.

“Refinanced Term Loans” has the meaning assigned to such term in Section 9.02.

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrowers, (b) the applicable Administrative Agent, (c) each applicable Augmenting Lender and (d) each existing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.23.

“Refinancing Incremental Term Loans” means Incremental Term Loans that are designated by a Responsible Officer of the Company as “Refinancing Incremental Term Loans” in a certificate of a Responsible Officer of the Company delivered to the Term Administrative Agent on or prior to the date of incurrence.

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“Refinancing Indebtedness” means (i) any Refinancing Incremental Term Loans and (ii) any Credit Agreement Refinancing Indebtedness.

“Refinancing Revolving Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Refinancing Term Loan Commitments” means one or more Classes of Term B Loan Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Register” has the meaning set forth in Section 9.04(c).

“Regulation S-X” means Regulation S-X under the Securities Act of 1933, as amended.

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Term Administrative Agent applicable to such LIBOR Successor Rate:

(A) the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto) and which adjustment or method (x) is published on an information service as selected by the Term Administrative Agent from time to time in its reasonable discretion or (y) solely with respect to Term SOFR, if not currently published, which was previously so recommended for Term SOFR and published on an information service acceptable to the Term Administrative Agent; or

(B) the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the Environment or within, from or into any building, structure, facility or fixture.

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“Relevant Governmental Body” means (i) with respect to a Revolving Benchmark or Revolving Benchmark Replacement in Dollars, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York and (ii) with respect to a Revolving Benchmark or Revolving Benchmark Replacement for any Benchmark applicable to any other currency, (a) the central bank for the applicable currency or any central bank or other supervisor which is responsible for supervising (1) such Revolving Benchmark or Revolving Benchmark Replacement for such currency or (2) the administrator of such Benchmark or Benchmark Replacement for such currency or (b) any working group or committee officially endorsed or convened by: (1) the central bank for such currency, (2) any central bank or other supervisor that is responsible for supervising either (x) such Revolving Benchmark or Benchmark Replacement for such currency or (y) the administrator of such Revolving Benchmark or Revolving Benchmark Replacement for such currency, or (3) the Financial Stability Board, or a committee officially endorsed or convened by the Financial Stability Board, or any successor thereto.

“Relevant Required Lenders” has the meaning assigned to such term in Article VIII.

“Replacement Term Loans” has the meaning assigned to such term in Section 9.02.

“Repricing Transaction” means except in connection with a Change of Control, Material Transaction or any other transaction not otherwise permitted by the Loan Document, the prepayment or refinancing of all or a portion of the Term B Loans with the incurrence by any Loan Party of any long-term, broadly syndicated, pari passu secured term loan “B” debt financing having a Yield that is less than Yield of the Term B Loans being prepaid or refinanced, including without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Term B Loans.

“Required Lenders” means, at any time, Lenders having Term Loans, Revolving Credit Exposure and unused Revolving Commitments representing more than 50% of the sum of the total Term Loans, Revolving Credit Exposure and unused Revolving Commitments at such time; provided that the Revolving Commitment of, and the portion of the Term Loans and Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, at any time, Lenders having more than 50% of (a) the aggregate Revolving Commitments or (b) after the termination or expiration of the Revolving Commitments, the aggregate Revolving Credit Exposure; provided that the Revolving Commitments and the Revolving Credit Exposure of any Defaulting Lender shall be excluded for the purposes of making a determination of Required Revolving Lenders.

“Required Term Lenders” means, at any time, Lenders having Term Loans representing more than 50% of the total Term Loans at such time; provided that the Commitment of, and the portion of the Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Rescindable Amount” has the meaning set forth in Section 2.17(d).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, finance director, treasurer, a director or any other person with equivalent duties of the Company or, as applicable, another Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Restricted Payments” means any dividend or other distribution (whether in cash, securities or other property (other than Qualified Equity Interests)) with respect to any Equity Interests in the Company, or any payment (whether in cash, securities or other property (other than Qualified Equity Interests)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in the Company.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Returns” has the meaning provided in Section 3.09.

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an Alternative Currency, and (iii) such additional dates as the Revolving Administrative Agent shall determine or the Required Revolving Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an Issuing Bank under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Revolving Administrative Agent or an Issuing Bank shall determine or the Required Revolving Lenders shall require.

“Revolving Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, the greater of (a) an interest rate per annum equal to (i) the Revolving LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate and (b) 0%.

“Revolving Administrative Agent” means Coöperatieve Rabobank U.A., New York Branch in its capacity as administrative agent for the Revolving Lenders hereunder, or any successor administrative agent for the Revolving Lenders hereunder.

“Revolving Administrative Agent’s Office” means, with respect to any currency, the Revolving Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to such currency as the Revolving Administrative Agent may from time to time notify to the Borrowers and the applicable Lenders.

“Revolving Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Revolving Administrative Agent.

“Revolving Arranger” means Coöperatieve Rabobank U.A., in its capacity as sole lead arranger and sole bookrunner for the Revolving Facility.

“Revolving Available Tenor” means, as of any date of determination and with respect to the then-current Revolving Benchmark, as applicable, any tenor for such Revolving Benchmark or payment period for interest calculated with reference to such Revolving Benchmark, as applicable, that is or may be used for determining the length of an Interest Period with respect to a Revolving Loan pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Revolving Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (v) of Section 2.13(c).

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“Revolving Base Rate” means, at any time, the greatest of (a) the Revolving Prime Rate at such time, (b) 1/2 of 1% in excess of the Federal Funds Effective Rate at such time, and (c) the Revolving Adjusted LIBO Rate for a Eurocurrency Loan with a one-month Interest Period commencing at such time plus 1.0%; provided that in no event shall the Revolving Base Rate as so determined be less than 1.00%. For the purposes of this definition, the Revolving Adjusted LIBO Rate shall be determined using the Revolving Adjusted LIBO Rate as otherwise determined by the Revolving Administrative Agent in accordance with the definition of “Revolving Adjusted LIBO Rate”, except that (i) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (ii) if a given day is not a Business Day, the Revolving Adjusted LIBO Rate for such day shall be the rate determined by the Revolving Administrative Agent pursuant to preceding clause (i) for the most recent Business Day preceding such day. Any change in the Revolving Base Rate due to a change in the Revolving Prime Rate, the Federal Funds Effective Rate, or such Revolving Adjusted LIBO Rate shall be effective as of the opening of business on the day of such change in the Revolving Prime Rate, the Federal Funds Effective Rate, or such Revolving Adjusted LIBO Rate, respectively. If the Revolving Base Rate is being used as an alternate rate of interest pursuant to Section 2.13(a) or Section 2.13(b) hereof (for the avoidance of doubt, only until any amendment has become effective pursuant to Section 2.13(c)), then the Revolving Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Revolving Benchmark” means, initially, (i) with respect to any amount denominated in Dollars, USD LIBOR, (ii) with respect to any amount denominated in Canadian Dollars, CDOR, (iii) with respect to any amount denominated in Euros, EURIBOR, (iii) with respect to any amount denominated in Sterling, Sterling LIBOR, and (iv) with respect to any amount denominated in SEK, STIBOR; provided that if a Revolving Benchmark Transition Event or a Revolving Early Opt-in Election, as applicable, and its related Revolving Benchmark Replacement Date have occurred with respect to the then-current Benchmark for such currency, then “Revolving Benchmark” means the applicable Revolving Benchmark Replacement to the extent that such Revolving Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (i) of Section 2.13(c).

“Revolving Benchmark Cessation Changes” means any replacement of a Revolving Benchmark hereunder and all documents, instruments, and amendments executed, delivered or otherwise implemented or effected (automatically or otherwise) after the date hereof in accordance with or in furtherance of Section 2.13(c) (including any Revolving Benchmark Replacement Conforming Changes).

“Revolving Benchmark Replacement” means, for Dollars only for any Revolving Available Tenor, the first alternative set forth in the order below that can be determined by the Revolving Administrative Agent for the applicable Revolving Benchmark Replacement Date and for all currencies other than Dollars for any Available Tenor the alternative set forth in clause (iii) of this definition:

(1) the sum of: (a) Revolving Term SOFR and (b) the related Revolving Benchmark Replacement Adjustment;

(2) the sum of: (a) Revolving Daily Simple SOFR and (b) the related Revolving Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Revolving Administrative Agent and the Company as the replacement for the then-current Revolving Benchmark for the applicable Revolving Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Revolving Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Revolving Benchmark for syndicated credit facilities denominated in the corresponding currency at such time and (b) the related Revolving Benchmark Replacement Adjustment (for the avoidance of doubt, for purposes of clause (ii) hereof with respect to Dollars and Alternative Currencies, the evolving or then-prevailing market conventions shall be those applicable to the U.S. loan market);

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provided that, in the case of clause (1), such Revolving Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Revolving Administrative Agent in its reasonable discretion. If the Revolving Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Revolving Floor for the applicable currency, the Revolving Benchmark Replacement will be deemed to be the Revolving Floor applicable to such Benchmark for the purposes of this Agreement and the other Loan Documents; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Revolving Term SOFR Transition Event, and the delivery of a Revolving Term SOFR Notice, on the applicable Revolving Benchmark Replacement Date the “Revolving Benchmark Replacement” for Dollars shall revert to and shall be deemed to be the sum of (a) Revolving Term SOFR and (b) the Revolving Term SOFR Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above regarding such rate being displayed on a screen or other information service). Notwithstanding anything herein to the contrary, the parties shall make any selection under clause (3) above in a manner that, to the extent administratively feasible and consistent with any evolving or then-prevailing market convention for determining such Revolving Benchmark Replacement that is not materially adverse to the Revolving Lenders, gives due consideration to the terms of Proposed United States Treasury Regulations under Section 1.1001-6(b).

“Revolving Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Revolving Benchmark with respect to a currency with a Revolving Unadjusted Benchmark Replacement for any applicable Interest Period and Revolving Available Tenor for the applicable currency for any setting of such Revolving Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Revolving Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Revolving Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Revolving Reference Time such Revolving Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Revolving Benchmark with the applicable Revolving Unadjusted Benchmark Replacement for the applicable Revolving Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Revolving Reference Time such Revolving Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Revolving Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Revolving Administrative Agent and the Company for the applicable Revolving Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Revolving Unadjusted Benchmark Replacement for credit facilities in the U.S. syndicated loan market;

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provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Revolving Benchmark Replacement Adjustment from time to time as selected by the Revolving Administrative Agent in its reasonable discretion.

“Revolving Benchmark Replacement Conforming Changes means, with respect to any Revolving Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Revolving Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest (including, if there are multiple Revolving Available Tenors hereunder, the payment periods that correspond to such Revolving Available Tenors (or any one of them) and the related setting of a Revolving Benchmark Replacement Adjustment in respect thereof), timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Revolving Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Revolving Benchmark Replacement and to permit the administration thereof by the Revolving Administrative Agent in a manner substantially consistent with market practice (or, if the Revolving Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Revolving Administrative Agent determines that no market practice for the administration of such Revolving Benchmark Replacement exists, in such other manner of administration as the Revolving Administrative Agent decides, in consultation with the Company, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents with respect to the Revolving Facility).

“Revolving Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Revolving Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Revolving Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Revolving Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Revolving Available Tenors of such Revolving Benchmark (or such component thereof);

(2) in the case of clause (3) of the definition of “Revolving Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

(3) in the case of a Revolving Term SOFR Transition Event, the date that is thirty (30) days after the date a Revolving Term SOFR Notice is provided to the Lenders of the applicable Class and Borrowers pursuant to sub-clause (ii) of Section 2.13(c); or

(4) in the case of a Revolving Early Opt-in Election, the sixth (6^th) Business Day after the date notice of such Revolving Early Opt-in Election is provided to the Lenders of the applicable Class, so long as the Revolving Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Revolving Early Opt-in Election is provided to the Revolving Lenders, written notice of objection to such Revolving Early Opt-in Election from Revolving Lenders comprising the Required Revolving Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Revolving Benchmark Replacement Date occurs on the same day as, but earlier than, the Revolving Reference Time in respect of any determination, the Revolving Benchmark Replacement Date will be deemed to have occurred prior to the Revolving Reference Time for such determination and (ii) the “Revolving Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Revolving Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Revolving Available Tenors of such Revolving Benchmark (or the published component used in the calculation thereof).

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“Revolving Benchmark Transition Event” means, with respect to any then current Benchmark, the occurrence of one or more of the following events with respect to the then-current Revolving Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Revolving Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Revolving Available Tenor of such Revolving Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Revolving Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Revolving Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Revolving Available Tenors of such Revolving Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Revolving Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Revolving Benchmark (or the published component used in the calculation thereof) announcing that all Revolving Available Tenors of such Revolving Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Revolving Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Revolving Available Tenor of such Revolving Benchmark (or the published component used in the calculation thereof).

“Revolving Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Revolving Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Revolving Benchmark Replacement has replaced the then-current Revolving Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13(c) and (y) ending at the time that a Revolving Benchmark Replacement has replaced the then-current Revolving Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13(c).

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.19, (c) refinanced pursuant to Section 2.23, (d) extended pursuant to Section 2.20 and (e) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $500,000,000.

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“Revolving Corresponding Tenor” with respect to any Revolving Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Revolving Available Tenor. For the avoidance of doubt, if the then-current Revolving Benchmark is a term rate, there are more than one Revolving Available Tenors of such Revolving Benchmark available as of the applicable Revolving Benchmark Replacement Date and the applicable Revolving Unadjusted Benchmark Replacement that will replace such Revolving Benchmark in accordance with Section 2.13(c) will not be a term rate, the Revolving Corresponding Tenor for such Revolving Available Tenor for purposes of the definition of “Revolving Benchmark Replacement Adjustment” shall be deemed to be the tenor for the then current term rate Revolving Benchmark that is approximately the same length (disregarding business day adjustments) to each payment period identified in the Revolving Benchmark Replacement Conforming Changes for payment of interest for the Revolving Unadjusted Benchmark Replacement.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s outstanding Revolving Loans and its L/C Exposure and Swingline Exposure at such time.

“Revolving Credit Maturity Date” means March 26, 2026; provided that if the IPO Closing Date occurs, such Revolving Credit Maturity Date shall be the date that is the fifth anniversary of the IPO Closing Date. Notwithstanding the foregoing, the Revolving Credit Maturity Date of any Refinancing Revolving Commitments or Extended Revolving Commitments shall be the date specified in the relevant Additional Credit Extension Amendment or Refinancing Amendment, as applicable.

“Revolving Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Revolving Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Revolving Daily Simple SOFR” for syndicated business loans; provided, that if the Revolving Administrative Agent decides that any such convention is not administratively feasible for the Revolving Administrative Agent, then the Revolving Administrative Agent may establish another convention in its reasonable discretion.

“Revolving Early Opt-in Election” means, for any then-current Benchmark, the occurrence of:

(1)

(a) with respect to Dollars, a notification by the Revolving Administrative Agent to (or the request by the Company to the Revolving Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review); or (b) with respect to any currency other than Dollars, a notification by the Revolving Administrative Agent to (or the request by the Company to the Revolving Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding syndicated credit facilities which include such currency at such time in the U.S. syndicated loan market contain or are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the then current Benchmark with respect to such currency as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2)

in each case, the joint election by the Revolving Administrative Agent and the Company to trigger a fallback from the applicable then-current Benchmark and the provision by the Revolving Administrative Agent of written notice of such election to the Revolving Lenders.

“Revolving Facility” means the Revolving Commitments and the extensions of credit made thereunder.

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“Revolving Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Revolving Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that in no event shall the Revolving Federal Funds Effective Rate be less than zero.

“Revolving Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Revolving Facility.

“Revolving Lender” means each Lender that has a Revolving Commitment or that holds Revolving Credit Exposure.

“Revolving LIBO Rate” means, with respect to any Borrowing of Revolving Loans for any Interest Period,

(a) denominated in a LIBOR Quoted Currency, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in such currency with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not appear on a Reuters page or screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Revolving Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m., London time, on the Rate Determination Date; provided that in no event shall the Revolving LIBO Rate be less than zero. In the event that such rate is not available at such time for any reason, then the Revolving LIBO Rate with respect to such Borrowing for such Interest Period shall be the rate at which Dollar deposits in the amount of the requested Borrowing and for a maturity comparable to such Interest Period are offered by the principal London office of Rabobank in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the Rate Determination Date.

(b) denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), or a comparable or successor rate which rate is approved by the Revolving Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Revolving Administrative Agent from time to time) (in such case, the “EURIBOR Rate”) at or about 11:00 a.m. (Brussels, Belgium time) on the Rate Determination Date with a term equivalent to such Interest Period;

(c) denominated in Canadian dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Revolving Administrative Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period; and

(d) denominated in SEK, the rate per annum equal to the Stockholm Interbank Offered Rate administered and calculated by the Swedish Financial Benchmark Facility (or any other Person which takes over the administration of that rate) (“STIBOR”), or a comparable or successor rate which is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Revolving Administrative Agent from time to time) (in such case, the “STIBOR Rate”) at or about 11:00 a.m. (Stockholm, Sweden time) on the Rate Determination Date with a term equivalent to such Interest Period;

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provided that if the Revolving LIBO Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Revolving Loan” means a Loan made pursuant to Section 2.01(b), any Loan made pursuant to any Extended Revolving Commitment and any Refinancing Revolving Loan.

“Revolving Prime Rate” means the rate of interest per annum published in the Wall Street Journal as the U.S. dollar “prime rate” for such day and if the Wall Street Journal does not publish such rate on such day then such rate as most recently published prior to such day; provided that in no event shall the Revolving Prime Rate be less than 1.00%.

“Revolving Reference Time” with respect to any setting of the then-current Revolving Benchmark means (a) if such Revolving Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (b) if such Benchmark is not USD LIBOR, the time determined by the Revolving Administrative Agent in its reasonable discretion.

“Revolving Term SOFR” means, for the applicable Revolving Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. For the avoidance of doubt, a Revolving Term SOFR Transition Event shall only apply for loans and borrowings in Dollars.

“Revolving Term SOFR Adjustment” means, the Revolving Benchmark Replacement Adjustment which can be determined as of the Revolving Benchmark Replacement Date for the Term SOFR Transition Event and if no such Revolving Benchmark Replacement Adjustment can be determined, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Revolving Administrative Agent giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Revolving Benchmark with the applicable Revolving Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Revolving Benchmark Replacement Date or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Revolving Benchmark with the applicable Revolving Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities; provided, that, the Revolving Administrative Agent shall provide the Revolving Lenders with notice of the Revolving Benchmark Replacement Adjustment so identified at least 5 Business Days prior to the Revolving Benchmark Replacement Date for the Revolving Term SOFR Transition Event.

“Revolving Term SOFR Notice” means a notification by the Revolving Administrative Agent to the Revolving Lenders and the Company of the occurrence of a Revolving Term SOFR Transition Event.

“Revolving Term SOFR Transition Event” means the determination by the Revolving Administrative Agent that (a) Revolving Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Revolving Term SOFR is administratively feasible for the Revolving Administrative Agent in its sole discretion, and (c) a Revolving Benchmark Transition Event or a Revolving Early Opt-in Election, as applicable, has previously occurred resulting in a Revolving Benchmark Replacement in accordance with Section 2.13(c) that is not Revolving Term SOFR. For the avoidance of doubt, a Revolving Term SOFR Transition Event shall only apply for loans and borrowings denominated in Dollars.

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“Revolving Unadjusted Benchmark Replacement” means the applicable Revolving Benchmark Replacement with respect to an applicable currency excluding the related Revolving Benchmark Replacement Adjustment with respect to such currency.

“S&P” means S&P Global Ratings, and any successor thereto.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be reasonably determined by the applicable Administrative Agent or the applicable Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanctions” means any sanction administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Netherlands, or other relevant sanctions authority.

“Screen Rate” means the Applicable Reference Rate quote for an Applicable Currency on the applicable screen page the Applicable Administrative Agent designates to determine such Applicable Reference Rate for such Applicable Currency (or such other commercially available source providing such quotations for such Applicable Currency as may be designated by the Revolving Administrative Agent from time to time).

“SEC” means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Agreement that is entered into by and between any Loan Party or any Restricted Subsidiary (or Person that was a Restricted Subsidiary at the time such Swap Agreement was entered into) and any Hedge Bank and any Swap Agreement between the Acquired Business or any of its Subsidiaries and any Hedge Bank entered into prior to the IPO Closing Date and existing on the IPO Closing Date.

“Secured Parties” means, collectively, the Administrative Agents, the Collateral Agent, the Lenders, the Issuing Banks, the Hedge Banks party to a Secured Hedge Agreement, the Cash Management Banks providing Cash Management Obligations, any Affiliate of a Lender to which Obligations are owed and each co-agent or sub-agent appointed by any applicable Administrative Agent or any Collateral Agent from time to time pursuant to Article VIII.

“SEK” means the freely transferable lawful money of Sweden.

“Senior Secured Net Leverage Ratio” means, for any Test Period, the ratio of (a) Consolidated Total Net Indebtedness as of the last day of such Test Period (but excluding for this purpose any Indebtedness that is not secured by any assets of the Company or any Restricted Subsidiary) to (b) Consolidated EBITDA for such Test Period.

“series” means, with respect to any Extended Term Loans, Incremental Term Loans or Replacement Term Loans, all such Term Loans that have the same maturity date, amortization and interest rate provision and that are designated as part of such “series” pursuant to the applicable Additional Credit Extension Amendment.

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“Share Exchange” means the acquisition by Newco of 100% of the issued share capital of Total Produce in exchange for the issuance of ordinary shares in Newco to Total Produce’s existing shareholders on the terms of and in accordance with the Transaction Agreement.

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they become absolute and matured and (d) such Person is not engaged in any business, as conducted on such date and as proposed to be conducted following such date, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Solvency Certificate” means a certificate signed by a Financial Officer of the Company in the form of Exhibit L.

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“specified currency” has the meaning assigned in Section 2.21.

“Specified Indebtedness” means (i) (x) any Indebtedness of the Company or any of its Restricted Subsidiaries that is expressly subordinated in right of payment to Indebtedness under this Agreement and (y) any unsecured Indebtedness of the Company or any of its Restricted Subsidiaries for borrowed money or bonds, debentures, notes or similar instruments, in each case other than any intercompany Indebtedness or any Indebtedness with an aggregate principal amount outstanding (on an individual basis) not exceeding $25,000,000 and (ii) any Permitted Refinancing Indebtedness in respect of any of the foregoing, in each case other than any intercompany Indebtedness or any Indebtedness with an aggregate principal outstanding (on an individual basis) not exceeding $25,000,000.

“Specified Representations” means the representations and warranties of the Borrowers and the Guarantors (after giving effect to the Transactions) set forth in the first sentence of Section 3.01 (solely with respect to the Loan Parties), Section 3.02, clause (iv) of the last sentence of Section 3.03, Section 3.08, Section 3.10 (if in connection with an LCT Election, after giving effect to such Limited Condition Acquisition), Section 3.15, Section 3.16 (solely that the use of proceeds of the Term B Loans on the IPO Closing Date will not violate the Patriot Act), Section 3.17 (solely that the use of proceeds of the Term B Loans on the IPO Closing Date will not violate Sanctions) and Section 3.18 (solely that the use of proceeds of the Term B Loans on the IPO Closing Date will not violate FCPA).

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“Specified Transaction Agreement Representations” means the representations made by (or relating to) the Acquired Business in the Transaction Agreement as are material to the interests of the Lenders, but only to the extent that the Company has (or its Affiliate has) the right (determined without regard to any notice requirement) to terminate its (or its Affiliate’s) obligations (or to refuse to consummate the Merger) under the Transaction Agreement as a result of a breach of such representations.

“Specified Transaction” means, with respect to any period, (i) any Investment that results in a Person becoming a Restricted Subsidiary, (ii) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (iii) any Permitted Acquisition, (iv) any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (v) any Investment in, acquisition of or disposition of assets constituting a business unit, line of business or division of, or all or substantially all of the assets of, another Person, (vi) any Restricted Payment, (vii) any borrowing of any Incremental Term Loan or establishment of any increase in Revolving Commitments, (viii) any purchases and dispositions of intellectual property if the Company elects to give Pro Forma Effect to any such purchase or disposition in its discretion on a case-by-case basis or (ix) any other event that by the terms of this Agreement requires Pro Forma Compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis or giving Pro Forma Effect to any such transaction or event.

“Spot Rate” for a currency means the rate determined by the Revolving Administrative Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Revolving Administrative Agent or the applicable Issuing Bank may obtain such spot rate from another financial institution designated by the Revolving Administrative Agent or the applicable Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that any Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Standard Securitization Undertakings” means (i) any Receivables Repurchase Obligation, (ii) any Receivables Financing Guarantee and/or (iii) any representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary thereof which the Company has determined acting in good faith to be reasonably customary in a Receivables Facility including those relating to the servicing of the assets of a Receivables SPE.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Revolving Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions, or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Sterling LIBOR” means the London interbank offered rate for Sterling.

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“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power for the election of directors or other governing body are at the time beneficially owned, directly or indirectly, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Company and any other Person construed as a subsidiary and consolidated with the Company under IFRS or GAAP, as applicable (unless otherwise specified).

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Restricted Subsidiaries shall be a Swap Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swedish Companies Act” means the Swedish act on limited liability companies from 2005 (Sw. Aktiebolagslagen (2005:551)) (as amended).

“Swedish Loan Party” means each Loan Party incorporated and registered under the laws of Sweden.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means Rabobank, in its capacity as lender of Swingline Loans hereunder, or any successor swingline lender hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.04.

“Swingline Loan Notice” means a notice of a Swingline Loan Borrowing pursuant to Section 2.04, which if in writing, shall be substantially in the form of Exhibit F.

“Swingline Loan Sublimit” means $40,000,000.

“Synthetic Lease” means a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Revolving Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

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“Taxes” means all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by applicable Law or any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TCA” means the Taxes Consolidation Act 1997 of Ireland (as amended).

“Term Administrative Agent” means, upon the execution and delivery of the Additional Credit Extension Amendment on the IPO Closing Date providing for the Term B Loans on the IPO Closing Date, Bank of America, N.A., in its capacity as administrative agent for the Term B Lenders hereunder, or any successor administrative agent.

“Term Administrative Agent’s Office” means the Term Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to such currency as the Term Administrative Agent may from time to time notify to the Borrowers and the Term Lenders.

“Term Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Term Administrative Agent.

“Term Arrangers” means BofA Securities, Inc., Coöperatieve Rabobank U.A. and Goldman Sachs Bank USA, in their capacities as joint lead arrangers and joint bookrunners for the Term B Loans.

“Term B Lender” means a Lender with a Term B Loan Commitment or holding Term B Loans.

“Term B Loan” means a loan made pursuant to Section 2.01(a).

“Term B Loan Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Term B Loan pursuant to Section 2.01(a), as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Term B Loan Commitment is set forth in the Additional Credit Extension Amendment establishing the Term B Loans, or in the Assignment and Assumption pursuant to which such Lender shall have assumed a Term B Loan Commitment, as applicable. The initial aggregate amount of the Lenders’ Term B Loan Commitments is as set forth in the Additional Credit Extension Amendment for the Term B Loans.

“Term B Loan Maturity Date” means the date that is the seventh anniversary of the IPO Closing Date.

“Term Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Term Federal Funds Rate plus 1/2 of 1% (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Term Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Term Base Rate is being used as an alternate rate of interest pursuant to Section 2.13(d) hereof, then the Term Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Term Borrower” means TP US Holdings.

“Term Eurocurrency Rate” means:

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(a) for any Interest Period with respect to a Term Loan that is a Eurocurrency Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period) (“LIBOR”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Term Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(b) for any interest calculation with respect to a Term Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that if the Term Eurocurrency Rate shall be less than the Floor specified in the Additional Credit Extension Amendment for the Term B Loans, such rate shall be deemed to be such Floor for purposes of this Agreement.

“Term Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Term Lender” means a Term B Lender or a Lender holding Incremental Term Loans, Refinancing Term Loans or Extended Term Loans of any series.

“Term Loans” means the Term B Loans, the Incremental Term Loans of each series, Refinancing Term Loans and the Extended Term Loans of each series, collectively.

“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Term Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Term Administrative Agent from time to time in its reasonable discretion.

“Test Period” means the period of four fiscal quarters of the Company ending on a specified date (or prior to the IPO Closing Date, a period of two six-month periods of the Company ending on a specific date).

“Total Produce” has the meaning set forth in the preamble hereto.

“Total Produce Historical Financials” means (1) the audited consolidated group balance sheet and related group income statement and group statement of cash flows of Total Produce for the fiscal year of Total Produce ended December 31, 2020 and (2) unaudited condensed group balance sheet and related condensed group income statement and condensed group statement of cash flows of Total Produce for the half-year period of Total Produce ended June 30, 2020.

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“Total Produce Note Purchase Agreements” means (1) the Amended and Restated Multi-Currency Note Facility Agreement, dated as of January 17, 2018, among TP US Holdings, TP UK, Nordic Fruit, TP C Holdings, TP International, Total Produce, the other parties party thereto from time to time and Metropolitan Life Insurance Company, and (2) the Amended and Restated Multi-Currency Note Facility Agreement, dated as of February 12, 2016, among TP International, TP UK, Nordic Fruit, TP C Holdings, TP US Holdings, Total Produce, the other parties party thereto from time to time, and PGIM, Inc., in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Total Produce Refinancing” the refinancing, repayment, satisfaction, discharge or redemption in full (including, without limitation, by depositing the required funds with the applicable trustee with respect to a redemption for which a notice has been issued) of outstanding Indebtedness under each of the Existing Total Produce RCFs.

“Total Produce Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the consummation of the Total Produce Refinancing, if any, and the payment of fees, costs and expenses in connection therewith.

“Transaction Agreement” means the Transaction Agreement, dated as of February 16, 2021, among Total Produce, TP US Holdings, Newco, Merger Sub, Dole US Holdings and the other parties thereto.

“Transaction Expenses” means all fees and expenses payable by the Company or any of its Subsidiaries in connection with the Transactions.

“Transactions” means the Total Produce Transactions and the IPO Transactions.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Eurocurrency or the Base Rate.

“UK Borrower” means a Borrower which is organized or incorporated in the United Kingdom.

“UK Borrower DTTP Filing” means an HM Revenue & Customs Form DTTP2 duly completed and filed by a UK Borrower, which: (a) where it relates to a UK Treaty Lender which is a party on the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Schedule 2.16(h), and (i) where the UK Borrower is a UK Borrower on the date of this Agreement, is filed with HM Revenue & Customs at least 30 days before the first interest payment date in respect of any Loan of the date of this Agreement, or (ii) where the UK Borrower becomes a UK Borrower after the date of this Agreement, is filed with HM Revenue & Customs within 30 days of that date; or (b) where it relates to a UK Treaty Lender which becomes a party after the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the Assignment and Assumption pursuant to which it becomes a party, and (i) where the UK Borrower is a UK Borrower on the date on which that UK Treaty Lender becomes a party as Lender in respect of a UK Loan, is filed with HM Revenue & Customs within 30 days of that date, or (ii) where the UK Borrower becomes a UK Borrower after the date on which that UK Treaty Lender became a party as Lender in respect of a UK Loan, is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes a UK Borrower.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Loan” means any Loan to a UK Borrower.

“UK Non-Bank Lender” means (a) a Lender which is a Lender on the date of this Agreement listed in Schedule 2.16(h), or (b) a Lender which becomes a party hereto after the date of this Agreement and which gives a UK Tax Confirmation in the Assignment and Assumption pursuant to which it becomes a party.

“UK Qualifying Lender” means, with respect to a UK Borrower, a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a UK Loan and is: (A) a Lender: (1) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a UK Loan and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or (2) in respect of an advance made under a UK Loan by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and is either within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or is a bank (as defined for the purpose of section 879 of the ITA) that would be within the charge to corporation tax as respects such payments of interest apart from section 18A of the CTA; or (B) a Lender which is: (1) a company resident in the United Kingdom for United Kingdom tax purposes; (2) a partnership each member of which is: (a) a company so resident in the United Kingdom; or (b) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (3) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or (C) a UK Treaty Lender.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“UK Tax Confirmation” means a confirmation by a Lender that the Person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan is either: (i) a company resident in the United Kingdom for United Kingdom tax purposes; (ii) a partnership each member of which is: (A) a company so resident in the United Kingdom; or (B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

“UK Tax Deduction” means a deduction or withholding required by any law of the United Kingdom for or on account of Tax from a payment under a Loan to a UK Borrower but excluding any such deduction or withholding pursuant to FATCA.

“UK Treaty Lender” means a Lender which: (a) is treated as a resident of a UK Treaty State for the purposes of the UK Treaty; (b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and (c) meets all other considerations in the UK Treaty for full exemption from Tax imposed by the United Kingdom on interest, except that for this purpose it shall be assumed that any necessary procedural formalities are satisfied.

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“UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York.

“United States Tax Compliance Certificate” has the meaning set forth in Section 2.16(f)(ii)(C).

“Unreimbursed Amount” has the meaning set forth in Section 2.05(c)(i).

“Unrestricted Subsidiary” means any Subsidiary of the Company designated by the Company as an Unrestricted Subsidiary pursuant to Section 5.12 subsequent to the Closing Date and any Subsidiary of an Unrestricted Subsidiary.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

“U.S. Loan Party” means a Loan Party that is organized under the laws of the United States, any state thereof or the District of Columbia.

“U.S. Person” means a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Security Agreement” mean the Security Agreement, dated as of the date hereof, executed by TP US Holdings, Calanthe Limited, TP International Holdings, TP International and any other Loan Party party thereto from time to time, substantially in the form of Exhibit D, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“U.S. Subsidiary” means a Restricted Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“wholly owned” means, with respect to a Subsidiary of a Person, all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any

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powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Yield” for any Indebtedness on any date of determination will be the internal rate of return on such Indebtedness determined by the Applicable Administrative Agent utilizing (a) the greater of (i) if applicable, any “LIBOR floor” on such date and (ii) the forward LIBOR curve (calculated on a quarterly basis) as calculated by the Applicable Administrative Agent in accordance with its customary practice during the period from such date to the final maturity date of such Indebtedness; (b) the applicable margin for such Indebtedness on such date; and (c) the issue price of such Indebtedness (after giving effect to any original issue discount or upfront fees paid to the market in respect of such Indebtedness (converted to interest margin based on an assumed four year weighted average life) but excluding customary arranger, underwriting, structuring, syndication or other fees not paid to the lenders providing such Indebtedness generally).

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Term B Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Term B Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term B Loan Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Term B Loan Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, refinanced, restated, replaced or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP.

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (i) if the Company notifies each Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if any Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose (or with respect to an amendment to the computation of any ratio set forth in Section 6.09, at the request of the Required Revolving Lenders)), regardless of whether any such notice is given before or after such change in GAAP or

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in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (ii) notwithstanding anything in GAAP to the contrary, for purposes of all financial calculations hereunder, the amount of any Indebtedness outstanding at any time shall be the stated principal amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount of such Indebtedness at any time shall be its accreted amount at such time) and (iii) notwithstanding anything to the contrary contained herein or in any other Loan Documents, with respect to any calculation or determination that requires the application of GAAP for any period that includes a fiscal period of Total Produce ended prior to the IPO Closing Date, such calculation or determination shall be made in accordance with IFRS instead of GAAP.

(b) Notwithstanding anything to the contrary herein, for purposes of any calculation of the Consolidated Net Leverage Ratio, the Senior Secured Net Leverage Ratio, LTM Consolidated EBITDA, Consolidated EBITDA or Consolidated Total Assets, in the event that any Specified Transaction has occurred during the Test Period for which the Consolidated Net Leverage Ratio, the Senior Secured Net Leverage Ratio, LTM Consolidated EBITDA, Consolidated EBITDA or Consolidated Total Assets is being calculated or, except for purposes of determining whether an Event of Default under Section 6.09 has occurred, following the end of such Test Period but prior to the date that financial statements have been delivered pursuant to Section 5.01(a) or (b), such calculation shall be made on a Pro Forma Basis.

(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, any change in accounting for leases pursuant to (i) GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2106-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2018 or (ii) IFRS resulting from the adoption of IFRS 16, to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under IFRS as in effect on December 31, 2018, such lease shall not be considered a capital lease (and obligations in respect of such lease shall not be considered “Capital Lease Obligations”), and all calculations and deliverables (other than financial statements) under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

(d) Limited Condition Acquisition. In connection with determining whether any Limited Condition Acquisition is permitted hereunder and any action being taken in connection with a Limited Condition Acquisition, for purposes of:

(i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Total Net Leverage Ratio or the Senior Secured Net Leverage Ratio; or

(ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets, LTM Consolidated EBITDA or Consolidated EBITDA);

in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Acquisition is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith

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(including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in LTM Consolidated EBITDA, Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Acquisition, after the LCT Test Date and at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Company has made an LCT Election for any Limited Condition Acquisition, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated and (y) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or passes, as applicable, without consummation of such Limited Condition Acquisition (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied both (i) assuming such Limited Condition Acquisition has not been consummated and (ii) on a Pro Forma Basis assuming such Limited Condition Acquisition and any other pro forma events in connection therewith have been consummated. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement (other than any Credit Extension under the Revolving Facility) which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, or that the representations and warranties be true and correct, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists or that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has made an LCT Election, and any Default, Event of Default or specified Event of Default occurs, or any representations and warranties are not true and correct, following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing and that the representations and warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

(e) Foreign Currency Calculations. For purposes of determining (i) compliance with any Dollar-denominated restriction on the incurrence of any Indebtedness or Investment or the making of any Disposition or Restricted Payment are determined by reference to amounts stated in Dollars or (ii) any other provision of a Loan Document where the permissibility of a transaction or the determination of required actions are determined by reference to amounts stated in Dollars, the Dollar equivalent of such Indebtedness, Investment, Disposition, Restricted Payment or other relevant amount denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on (A) the date incurred or made or (B) with respect to any revolving Indebtedness, the date such Indebtedness was committed; provided that (x) that for purposes of determining compliance with Article VI with respect to the amount of any Indebtedness, Investment, Disposition or Restricted Payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or Disposition or Restricted Payment made (and, in particular, without limitation, for purposes of computations hereunder,

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unless expressly provided otherwise, where a reference is made to a Dollar amount, the amount is to be considered as the amount in Dollars and, therefore, each other currency shall be converted into the Dollar Equivalent thereof in Dollars, as applicable) and (y) if any such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. The principal amount of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred in a different currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance.

SECTION 1.05. Payments or Performance on Business Days. When the payment of any Obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, with respect to any payment of interest on or principal of Eurocurrency Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

SECTION 1.06. Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.07. Additional Alternative Currencies.

(a) The Company may from time to time request that Alternative Currency Revolving Loans be made and/or Alternative Currency Letters of Credit be issued in a currency other than Dollars or those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Alternative Currency Revolving Loans, such request shall be subject to the approval of the Revolving Administrative Agent and each of the Revolving Lenders; and in the case of any such request with respect to the issuance of Alternative Currency Letters of Credit, such request shall be subject to the approval of the Revolving Administrative Agent and the applicable Issuing Bank.

(b) Any such request shall be made to the Revolving Administrative Agent not later than 2:00 p.m. New York City time five (5) Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Revolving Administrative Agent and, in the case of any such request pertaining to Alternative Currency Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). In the case of any such request pertaining to Alternative Currency Revolving Loans, the Revolving Administrative Agent shall promptly notify each Revolving Lender; and in the case of any such request pertaining to Alternative Currency Letters of Credit, the Revolving Administrative Agent shall promptly notify the applicable Issuing Bank. Each Revolving Lender (in the case of any such request pertaining to Alternative Currency Revolving Loans) or the applicable Issuing Bank (in the case

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of a request pertaining to Alternative Currency Letters of Credit) shall notify the Revolving Administrative Agent, not later than 2:00 p.m. New York City time, one (1) Business Day after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Revolving Loans or the issuance of Alternative Currency Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Lender or an Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender or such Issuing Bank, as the case may be, to permit Alternative Currency Revolving Loans to be made in such requested currency or Alternative Currency Letters of Credit to be issued in such requested currency. If the Revolving Administrative Agent and all the Revolving Lenders consent to making Alternative Currency Revolving Loans in such requested currency, the Revolving Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Alternative Currency Revolving Loans; and if the Revolving Administrative Agent and the applicable Issuing Bank consent to the issuance of Alternative Currency Letters of Credit in such requested currency, the Revolving Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Alternative Currency Letter of Credit issuances by such Issuing Bank. If the Revolving Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07, the Revolving Administrative Agent shall promptly so notify the Company.

SECTION 1.08. Change of Currency.

(a) Each obligation of any Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Revolving Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Revolving Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

SECTION 1.09. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.10. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the

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stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 1.11. Exchange Rates. The Revolving Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Events and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Loan Parties hereunder or calculating financial ratios, financial definitions or the Financial Covenant hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the applicable Administrative Agent or the applicable Issuing Bank, as applicable.

SECTION 1.12. Administrative Agents. Each Lender, each Administrative Agent, the Collateral Agent, each Issuing Bank, the Swingline Lender and any other party hereto agrees that (i) the Term Administrative Agent shall be the administrative agent with respect to the Term Loans and the Term Lenders and shall exercise such duties, rights and responsibilities set forth herein applicable to the Term Loans and the Term Lenders and (ii) the Revolving Administrative Agent shall be the administrative agent with respect to the Revolving Loans, the Revolving Commitments, the Revolving Lenders, Swingline Loans, the Swingline Lender, Letters of Credit, L/C Advances and Issuing Banks and shall exercise such duties, rights and responsibilities set forth herein applicable to the Revolving Loans, the Revolving Commitments, the Revolving Lenders, the Swingline Loans, the Swingline Lender, the Letters of Credit, the L/C Advances and the Issuing Banks. References to “applicable” Administrative Agent mean, when referring to a Term Loan or Term Lender, the Term Administrative Agent, and when referring to the Revolving Loans, the Revolving Commitments, the Revolving Lenders, Swingline Loans, Swingline Lender, Letters of Credit, L/C Advances and Issuing Banks, the Revolving Administrative Agent. With respect to any matter relating to whether any Term B Lender has consented to or provided any direction on any matter, the Revolving Administrative Agent shall be fully protected in relying on any determination by the Term Administrative Agent as to such matter and with respect to any matter relating to whether any Revolving Lender has consented to or provided any direction on any matter, the Term Administrative Agent shall be fully protected in relying on any determination by the Revolving Administrative Agent as to such matter.

SECTION 1.13. Pro Forma Calculations.

(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Net Leverage Ratio and the Senior Secured Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.13; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.13, when calculating the Consolidated Net Leverage Ratio for purposes of (i) determining the “Applicable Rate” with respect to the Revolving Loans, (ii) Section 6.09 (other than for the purpose of determining pro forma compliance with Section 6.09) and (iii) Section 2.10(b)(iii), in each case, the events described in this Section 1.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Consolidated Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.13) that have been made (i) during the applicable Test Period or (ii) other than as

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described in the proviso to clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA or Consolidated Total Assets, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last day of the applicable Test Period) but without giving pro forma effect to any Indebtedness incurred substantially concurrently therewith under any other basket that is not a leverage-based incurrence test. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.13, then such financial ratio or test (or Consolidated EBITDA or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.13.

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Company and may include, for the avoidance of doubt, subject to the limitations set forth in the definition of Consolidated EBITDA, the amount of “run rate” cost savings, operating expense reductions and synergies related to the Transactions or any other Specified Event resulting from or relating to such Specified Transaction projected by the Company in good faith to be realizable as a result of actions taken or with respect to which substantial steps have been taken or are expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and such that “run-rate” means the full recurring benefit for a period that is associated with any action taken, for which substantial steps have been taken or are expected to be taken net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests relating to such Specified Transaction (and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating expense reductions and other operating improvements, changes and initiatives, and synergies are given pro forma effect) and during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Company, (B) such actions are taken or substantial steps with respect to such actions are or are expected to be taken no later than 18 months after the date of such Specified Transaction (with actions for any such transaction occurring prior to the Closing Date occurring within 18 months of the Closing Date), (C) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount added back, together with amounts added back pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) of the definition of “Consolidated EBITDA” , shall not exceed the greater of (x) $76,000,000 and (y) 20% of Consolidated EBITDA for the four quarter period ending on any date of determination (prior to giving effect to the addback of such items and pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) and excluding any addbacks in connection with the Transactions) (it being understood and agreed that any adjustment that may be made pursuant to clause (x)(vi) or clause (x)(vii) of the definition of “Consolidated EBITDA” made in connection with the Transactions shall not be subject to such cap).

(d) In the event that (w) the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred

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or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) or (x) the Company or any Restricted Subsidiary issues, repurchases or redeems Disqualified Equity Interests, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any financial ratio or test is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity Interests, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests will be given effect as if the same had occurred on the first day of the applicable Test Period).

(e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP or IFRS, as applicable. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate as the Company or any applicable Restricted Subsidiary may designate.

SECTION 1.14. Dutch Terms. In this Agreement, where it relates to TP Dutch Holdings, a reference to (a) a necessary action to authorize where applicable, includes without limitation: (i) any action requires to comply with the Dutch Works Councils Act (Wet op de ondernemingsraden); and (ii) obtaining an unconditional positive advice (advies) from the competent works council(s); (b) gross negligence means grove schuld; (c) willful misconduct means opzet; (d) a dissolution includes a Dutch entity being dissolved (ontbonden); (e) a moratorium includes surseance van betaling and granted a moratorium includes surseance verleend; (f) any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the 1990 Dutch Tax Collection Act (Invorderingswet 1990); (g) a receiver includes a curator; (h) an administrator includes a bewindvoerder; and (i) an attachment includes a beslag.

SECTION 1.15. Irish terms. In this Agreement, any reference to an “examiner” means an examiner (including an interim examiner) appointed under section 509 of the Irish Companies Act and “examinership” shall be construed accordingly.

SECTION 1.16. Danish Terms. In this Agreement, where it relates to a Loan Party or any subsidiary of a Loan Party incorporated or organized in Denmark, a reference to (i) bankruptcy, insolvency, receivership, liquidation, conservatorship, rearrangement or similar shall include “rekonstruktion” and “konkurs” under Danish law; (ii) a receiver, custodian, conservator, trustee, administrator, sequestrator, assignee for the benefit of creditors or similar shall include a “rekonstruktør” and a “kurator” under Danish law; (iii) Debtor Relief Laws shall include the Danish Bankruptcy Act (Consolidated Act no. 11 of January 6, 2014, as amended) (konkursloven); (iv) an attachment, decree or similar shall include a “udlæg” under Danish law; (v) a merger, consolidation or similar shall include a “fusion” under Danish law; and (vi) a dissolution or similar shall include a “spaltning” under Danish law.

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SECTION 1.17. Swedish terms. In this Agreement and any other Loan Document, where it relates to a Swedish Loan Party, a reference to:

(i) an “assignment” or “arrangement” with any creditor includes a företagsrekonstruktion, konkursförfarande, or ackorduppgörelse under the Swedish Bankruptcy Act (Sw. konkurslag (1987:672)) or the Swedish Reorgansation Act (Sw. lag (1996:764) om företagsrekonstruktion) (as the case may be);

(ii) a “receiver” or “administrator” includes a konkursförvaltare, företagsrekonstruktör or likvidator under Swedish law;

(iii) a “merger” includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act;

(iv) a “liquidation”, “administration” or “dissolution” includes a tvångslikvidation under Chapter 25 of the Swedish Companies Act;

(v) a “guarantee” includes any garanti under Swedish law which is independent from the debt to which it relates and any borgen under Swedish law which is accessory to or dependent on the debt to which it relates;

(vi) “gross negligence” means grov vårdslöshet under Swedish law; and

(vii) if any party to this Agreement or any other Loan Document, that is incorporated in Sweden (the “Swedish Obligated Party”) is required to hold an amount on trust on behalf of another party (the “Beneficiary”), the Swedish Obligated Party shall hold such money as agent for the Beneficiary and such amounts shall be treated as “escrow funds” (Sw. redovisningsmedel) and held on a separate account in accordance with the Swedish Act of 1944 in respect of assets held on account (Sw. lag (1944:181) om redovisningsmedel) and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct.

The obligations of any Swedish Loan Party under this Agreement and any other Loan Document to which such Swedish Loan Party is a party shall be limited, if (and only if) required by the provisions of the Swedish Companies Act regulating distribution of assets (Sw. värdeöverföring) within the meaning of Chapter 17, Sections 1-4 (or their equivalents from time to time) and, in relation to any additional Swedish Loan Party, subject to any further limitations set out in any accession documents applicable to such additional Swedish Loan Party, if any, and it is understood that such obligations shall apply only to the extent permitted by the abovementioned provisions of the Swedish Companies Act (as applicable).

ARTICLE II

The Credits

SECTION 2.01. Commitments.

(a) Subject to the terms set forth herein and solely the conditions set forth in Section 4.03, each Lender having a Term B Loan Commitment (as set forth in the Additional Credit Extension Amendment with respect to the Term B Loans) severally agrees to make a loan (a “Term B Loan”) on the IPO Closing Date to the Term Borrower in Dollars by making immediately available funds to the Term Administrative Agent’s Office not later than the time specified by the Term Administrative Agent, which Term B Loans shall not exceed for any such Lender the Term B Loan Commitment of such Lender. Amounts repaid in respect of Term B Loans may not be reborrowed.

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(b) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to any Borrower in Dollars or Alternative Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in the Dollar Equivalent of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings.

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04.

(b) Subject to Section 2.13, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of Base Rate Loans or Eurocurrency Loans as the applicable Borrower may request in accordance herewith. Each Base Rate Loan shall only be made in Dollars. Each Swingline Loan shall be a Base Rate Loan. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c) Each Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple (or, if not an integral multiple, the entire available amount) and not less than the Borrowing Minimum (or, in the case of Loans in any Alternative Currency that is not expressly provided for in the definition of “Alternative Currency”, such other minimum amount and integral multiple specified by the Revolving Administrative Agent). Each Borrowing of, conversion to or continuation of Base Rate Loans (other than Swingline Loans which shall be subject to Section 2.04) shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that Eurocurrency Loans and Base Rate Loans may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(c). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) (or such larger amount as the Applicable Administrative Agent may agree in its sole discretion) Eurocurrency Borrowings outstanding in respect of each of the Revolving Facility and the Term B Loan Facility.

(d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested (i) with respect to a Revolving Borrowing would end after the Revolving Credit Maturity Date or (ii) with respect to a Term B Loan Borrowing would end after the Term B Loan Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, a conversion of Loans from one Type to the other or a continuation of Eurocurrency Loans, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Applicable Administrative Agent of such request, which shall be given by a Borrowing Request not later than (i) 2:00 p.m. New York City time one Business Day prior to the requested date of any Borrowing of Base Rate Loans, (ii) 2:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing of, conversion to or continuation

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of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) or of any conversion of Eurocurrency Loans to Base Rate Loans (in the case of Eurocurrency Loans denominated in Dollars) and (iii) 2:00 p.m. New York City time five Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in a Special Notice Currency; provided, however, that if such Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the applicable Administrative Agent not later than 2:00 p.m. New York City time (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, whereupon the applicable Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 2:00 p.m. New York City time, (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, the Revolving Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall be irrevocable (other than any Borrowing Request for an Alternative Currency or an Interest Period that has not been approved by all applicable Lenders) by and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Applicable Administrative Agent of a written Borrowing Request in a form attached hereto as Exhibit E and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the Class of Loans to which such Borrowing Request relates;

(ii) the aggregate amount of the requested Borrowing, conversion or continuation;

(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;

(iv) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing of Alternative Currency Revolving Loans, the currency in which such Borrowing is to be made, which shall be Dollars or an Alternative Currency;

(vi) in the case of a Eurocurrency Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(vii) the location and number of a Borrower’s account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;

(viii) whether the applicable Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans; and

(ix) the Type of Loans to be borrowed or to which existing Loans are to be converted.

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If no election as to the Type of Borrowing is specified, then, in the case of a Revolving Borrowing denominated in Dollars, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an Interest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or conversion or continuation of Eurocurrency Loans, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Applicable Administrative Agent shall advise each Applicable Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Revolving Lenders or the Required Term Lenders (in each case, determined with respect to the applicable Class of Loans), as applicable, and the Required Revolving Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and, in the case of a Revolving Loan, reborrowed in the other currency.

SECTION 2.04. Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, to make Swingline Loans in Dollars to the Borrowers from time to time after the IPO Closing Date and during the then-remaining Availability Period; provided that no such Swingline Loan shall be permitted if, after giving effect thereto, (i) the aggregate principal amount of outstanding Swingline Loans would exceed the Swingline Loan Sublimit or (ii) the aggregate Revolving Credit Exposures would exceed the total Revolving Commitments; provided, further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan.

(b) To request a Swingline Loan, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Revolving Administrative Agent and Swingline Lender of such request, which shall be irrevocable. Each such notice must be received by the Swingline Lender and the Revolving Administrative Agent not later than 2:00 p.m. New York City time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be no less than the applicable Minimum Borrowing Amount and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Revolving Administrative Agent (by telephone or in writing) that the Revolving Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Revolving Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Revolving Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. New York City time on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.04(a), or (B) that one or more of the applicable conditions specified in

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Section 4.02 is not then satisfied, then, the Swingline Lender shall make such Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) (i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (each of which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Revolving Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the applicable Class of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 and Section 2.03, without regard to the Borrowing Minimum and Borrowing Multiple specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments of the applicable Class and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the applicable Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Revolving Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Revolving Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Revolving Administrative Agent’s Office for the applicable Currency-denominated payments not later than 1:00 p.m. New York City time on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Revolving Administrative Agent shall remit the funds so received to the Swingline Lender.

(ii) If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and such Revolving Lender’s payment to the Revolving Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Revolving Lender fails to make available to the Revolving Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Revolving Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Base Rate Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Revolving Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.

(iii) Each Revolving Lender’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that

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each Revolving Lender’s obligation to make Base Rate Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swingline Loans, together with interest as provided herein.

(d) (i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute promptly to such Revolving Lender its Applicable Percentage thereof in the same funds as those received by the Swingline Lender.

(ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage thereof on demand of the Revolving Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Revolving Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) The Swingline Lender shall be responsible for invoicing the Borrowers for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swingline Lender.

(f) The Borrowers shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

SECTION 2.05. Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.05, (1) from time to time on any Business Day during the period from the IPO Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or any Alternative Currency for the account of the Company or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate L/C Exposure shall not exceed the L/C Exposure Sublimit and (y) subject to Section 1.11, the total Revolving Credit Exposures shall not exceed the total Revolving Commitments. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If agreed to by the relevant Issuing Bank, any letter of credit issued pursuant to an agreement between the Issuing Bank and the Company or any of its Restricted Subsidiaries that satisfies the requirements of this Section 2.05 shall be deemed a “Letter of Credit” hereunder as of the date agreed to by such Issuing Bank and shall be deemed issued hereunder as of such date.

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(ii) No Issuing Bank shall issue any Letter of Credit, if (A) subject to Section 2.05(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders and the applicable Issuing Bank have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders and the applicable Issuing Bank have approved such expiry date.

(iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;

(C) except as otherwise agreed by the Revolving Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000;

(D) except as otherwise agreed by the Revolving Administrative Agent and such Issuing Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E) such Issuing Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;

(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(G) a default of any Revolving Lender’s (of the applicable Class) obligations to fund under Section 2.05(c) exists or any Revolving Lender (of the applicable Class) is at such time a Defaulting Lender hereunder, unless such Issuing Bank has entered into satisfactory arrangements (in the Issuing Bank’s sole and absolute discretion) with the Company or such Revolving Lender to eliminate the Issuing Bank’s risk with respect to such Revolving Lender.

(iv) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

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(v) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) Each Issuing Bank shall act on behalf of the applicable Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Revolving Administrative Agent in Article VII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the applicable Issuing Bank (with a copy to the Revolving Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the applicable Borrower (or of the Company on behalf of the applicable Borrower). Such Letter of Credit Application must be received by the applicable Issuing Bank and the Revolving Administrative Agent not later than 12:00 noon New York City time, at least two Business Days (or such later date and time as the applicable Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the applicable Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable Issuing Bank may require. Additionally, the applicable Borrower shall furnish to the applicable Issuing Bank and the Revolving Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable Issuing Bank or the Revolving Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Revolving Administrative Agent (by telephone or in writing) that the Revolving Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such Issuing Bank will provide the Revolving Administrative Agent with a copy thereof. Unless an Issuing Bank has received written notice from any Revolving Lender the Revolving Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 4.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in

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accordance with such Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit by an Issuing Bank, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If any Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the applicable Borrower shall not be required to make a specific request to an Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that no Issuing Bank shall permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Revolving Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Revolving Administrative Agent, or any Revolving Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the applicable Borrower and the Revolving Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the applicable Borrower and the Revolving Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 12:00 Noon on the Business Day following any payment by an Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or New York City time on the Business Day of any payment by an Issuing Bank under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the applicable Borrower shall reimburse such Issuing Bank through the Revolving Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If such Borrower fails to so reimburse such Issuing Bank by such time, the Revolving Administrative Agent shall promptly notify each applicable Revolving Lender of the Honor Date, the amount and currency of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have

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requested a Revolving Credit Borrowing of (x) in the case of a Letter of Credit denominated in Dollars, a Base Rate Loan denominated in Dollars in an equivalent amount and (y) in the case of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Loan denominated in such Alternate Currency, in each case, to be disbursed on the Business Day following the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the Borrowing Minimum and Borrowing Multiples for the principal amount of (x) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (y) in the case of a Letter of Credit denominated in an Alternative Currency, Eurocurrency Loans, but subject to the amount of the unutilized portion of the applicable Class of Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Notice). Any notice given by the applicable Issuing Bank or the Revolving Administrative Agent pursuant to this Section 2.05(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Lender shall upon any notice pursuant to Section 2.05(c)(i) make funds available to the Revolving Administrative Agent for the account of the applicable Issuing Bank, in the currency in which the applicable drawing under the Letter of Credit was made in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day specified in such notice by the Revolving Administrative Agent, whereupon, subject to the provisions of Section 2.05(c)(iii), such Revolving Lender that so makes funds available shall be deemed to have made of (x) in the case of a Letter of Credit denominated in Dollars, a Base Rate Loan and (y) in the case of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Loan to the applicable Borrower in such amount. The Revolving Administrative Agent shall remit the funds so received to the applicable Issuing Bank in the currency in which the applicable drawing under the Letter of Credit was made.

(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Borrowing of (x) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (y) in the case of a Letter of Credit denominated in an Alternative Currency, Eurocurrency Loans, as applicable, because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable Issuing Bank a L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Revolving Administrative Agent for the account of the Issuing Bank pursuant to Section 2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute a L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.05.

(iv) Until each applicable Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.05(c) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of such Issuing Bank.

(v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse each Issuing Bank for amounts drawn under Letters of Credit of the applicable Class issued by it, as contemplated by this Section 2.05(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such Issuing Bank, any Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than delivery of a Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse an Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.

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(vi) If any Revolving Lender fails to make available to the Revolving Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(ii), such Issuing Bank shall be entitled to recover from such Revolving Lender (acting through the Revolving Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of an Issuing Bank submitted to any Lender (through the Revolving Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.05(c), if the Revolving Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from any Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Revolving Administrative Agent), the Revolving Administrative Agent will distribute promptly to such Revolving Lender its Applicable Percentage thereof in the same funds as those received by the Revolving Administrative Agent.

(ii) If any payment received by the Revolving Administrative Agent for the account of an Issuing Bank pursuant to Section 2.05(c)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Revolving Lender, in the case of a U.S. Letter of Credit, or any Alternative Currency Revolving Lender, in the case of an Alternative Currency Letter of Credit, shall pay to the Revolving Administrative Agent for the account of such Issuing Bank its Applicable Percentage thereof on demand of the Revolving Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrowers to reimburse each Issuing Bank for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that the Company or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay

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in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by such Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency markets generally; or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any Subsidiary. The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the applicable Issuing Bank. Each Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

(f) Role of Issuing Banks. Each Revolving Lender and the Borrowers agree that, in paying any drawing under any Letter of Credit, no Issuing Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Revolving Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, the Revolving Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.05(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against any Issuing Bank, and such Issuing Bank may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral.

(i) Upon the request of the Revolving Administrative Agent, if, as of the Letter of Credit Expiration Date, any L/C Exposure for any reason remains outstanding, the Borrowers shall, in each case, promptly Cash Collateralize the then L/C Exposure of all L/C Exposures.

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(ii) In addition, if the Revolving Administrative Agent notifies the Company at any time that the L/C Exposure at such time exceeds 100% of the L/C Exposure Sublimit then in effect, then, within one Business Day (or such later time as the Revolving Administrative Agent may agree in its sole discretion) after receipt of such notice, the Company shall Cash Collateralize the L/C Exposure in an amount equal to the amount by which the L/C Exposure exceeds the L/C Exposure Sublimit.

(iii) The Revolving Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

(iv) Defaulting Lenders.

(a) At any time that there shall exist a Defaulting Lender, then the applicable Borrower shall, within one Business Day following the written request of the Revolving Administrative Agent or any Issuing Bank (with a copy to the Revolving Administrative Agent), Cash Collateralize the applicable Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b) The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Revolving Administrative Agent, for the benefit of each Issuing Bank, and agree to maintain, a first-priority security interest in all such cash collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of L/C Exposure, to be applied pursuant to subclause (c) below. If at any time the Revolving Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Revolving Administrative Agent and the applicable Issuing Bank as herein provided or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the applicable Borrower shall, promptly upon demand by the Revolving Administrative Agent, pay or provide to the Revolving Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any partial reallocation pursuant to Section 2.22(a)(iv) and after giving effect to any cash collateral provided by the Defaulting Lender).

(c) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under Section 2.05 or 2.22 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Cash collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.05 following (i) the elimination of the applicable Fronting Exposure (including by replacement of the Defaulting Lender pursuant to Section 2.18 or the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Revolving Administrative Agent and the applicable Issuing Bank that there exists excess cash collateral; provided

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that, subject to Section 2.22, the Person providing cash collateral and each applicable Issuing Bank may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided further that to the extent that such cash collateral was provided by any Borrower, such cash collateral shall, to the extent applicable, remain subject to the security interest granted pursuant to the Loan Documents.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(i) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(j) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Company shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit and the Company shall be a co-applicant on all relevant Issuer Documents in respect of such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Restricted Subsidiaries. No Letter of Credit will be issued hereunder in support of any obligations of, or is for the account of, a Restricted Subsidiary (other than any Borrower) until the Revolving Administrative Agent has received documentation and other information about such Restricted Subsidiary as may be reasonably requested in writing by the Revolving Administrative Agent or any Issuing Bank through the Revolving Administrative Agent that the Revolving Administrative Agent or such Issuing Bank, as applicable, reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act (and the results thereof shall have been reasonably satisfactory to the Revolving Administrative Agent or such Issuing Bank, as applicable).

SECTION 2.06. Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars by 2:00 p.m., New York City time, to the account of the Applicable Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage or other percentage provided for herein and (ii) in the case of each Loan denominated in an Alternative Currency by the New York City time specified by the Revolving Administrative Agent for such currency; provided that Swingline Loans shall be made as provided in Section 2.04. The Applicable Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account or accounts designated by the applicable Borrower (or by the Company on behalf of the applicable Borrower) in the applicable Borrowing Request; provided that Base Rate Revolving Loans made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c) shall be remitted by the Revolving Administrative Agent to the relevant Issuing Bank.

(b) Unless the Applicable Administrative Agent shall have received notice from an Applicable Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Applicable Administrative Agent such Lender’s share of such Borrowing, the Applicable Administrative

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Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Applicable Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Applicable Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Applicable Administrative Agent, at (i) in the case of such Lender, the Overnight Rate or (ii) in the case of the applicable Borrower, the interest rate applicable to Base Rate Loans of the applicable Class. If such Lender pays such amount to the Applicable Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07. [Reserved].

SECTION 2.08. Termination and Reduction of Commitments.

(a) Unless previously terminated, (i) the Term B Loan Commitments shall terminate at 11:59 p.m., New York City time, on the IPO Closing Date and (ii) all Revolving Commitments shall terminate on the Revolving Credit Maturity Date.

(b) The Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 (or, if less, the remaining amount of such Commitments) and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total Revolving Credit Exposures would exceed the total Revolving Commitments.

(c) The applicable Borrower shall notify the applicable Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 12:00 p.m. New York City time three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Applicable Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of Commitments delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by such Borrower (by notice to the Applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.09. Repayment of Loans; Evidence of Debt.

(a) The Borrowers hereby unconditionally promises to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to any Borrower on the Revolving Credit Maturity Date in the currency of such Loan and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date and the 14th day following the incurrence thereof; provided that, if the 14th day is not a Business Day, such Swingline Loan shall be repaid on the next Business Day; provided further that on each date that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding.

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(b) The Term Borrower promises to repay the Term B Loans to the Lenders on each March 31, June 30, September 30 and December 31 of each year (commencing on the last day of the first full Fiscal Quarter ended after the IPO Closing Date), an amount equal to the aggregate principal amount of the Term B Loans originally borrowed hereunder on the IPO Closing Date (adjusted for prepayments made hereunder) on or prior to each such date multiplied by 0.25%, with the remainder due and payable on the Term B Loan Maturity Date; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day. The applicable Borrower shall repay any Extended Term Loans and any Refinancing Term Loans on the dates and in the amounts specified in the applicable Additional Credit Extension Amendment or Refinancing Amendment, as the case may be.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) The Revolving Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Revolving Loan made hereunder, the Class, currency and Type thereof and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Revolving Lender hereunder and (iii) the amount of any sum received by the Revolving Administrative Agent hereunder for the account of the Revolving Lenders and each Revolving Lender’s share thereof. The Term Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Term Loan made hereunder, the Class and Type thereof and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Term Borrower to each Term Lender hereunder and (iii) the amount of any sum received by the Term Administrative Agent hereunder for the account of the Term Lenders and each Term Lender’s share thereof.

(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Applicable Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the applicable Borrowers to repay the Loans in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it be evidenced by promissory notes. In such event, the applicable Borrowers shall prepare, execute and deliver to such Lender promissory notes payable to such Lender and its registered assigns substantially in the form of Exhibit B or Exhibit C hereto, as applicable. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 9.04 of this Agreement) be represented by one or more promissory notes in such form payable to the payee named therein and its registered assigns.

SECTION 2.10. Prepayment of Loans .

(a) Optional Prepayments. (i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, without premium or penalty except as set forth in clause (c) below, subject to prior notice in accordance with paragraph (a)(ii) of this Section; provided, however, that no prepayments of any Extended Term Loans of any series shall be permitted pursuant to this Section 2.10(a) so long as any Term Loans of any Existing Term Loan Class from which such Extended Term Loans were converted remain outstanding unless such prepayment is accompanied by a pro rata (or greater proportionate) prepayment of Term Loans of such Existing Term Loan Class.

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(ii) The applicable Borrower shall notify the applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three (3) Business Days before the date of prepayment (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies), (ii) in the case of prepayment of a Base Rate Borrowing, not later than 2:00 p.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Class or Classes of Loans to be repaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such refinancing or transaction is not consummated on the date such prepayment would have otherwise been required. Promptly following receipt of any such notice relating to a Borrowing, the applicable Administrative Agent shall advise the Applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of Term Loans pursuant to this Section 2.10(a) shall be applied to repayments thereof required pursuant to Section 2.09(b) in the order selected by the Company (or, absent such direction, in direct order of maturity). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the notice of prepayment. Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15.

(iii) In the event that, prior to the six-month anniversary of the IPO Closing Date, any Loan Party (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company or another Borrower shall pay to the Term Administrative Agent, for the ratable account of each Applicable Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the affected Term B Loans of such Lender being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term B Loans of such Lender outstanding immediately prior to such amendment (it being understood that if any Lender is required to assign its Term B Loans pursuant to Section 2.18(b) in connection with such amendment, such Lender (and not the assignee) shall receive the fee pursuant to this Section 2.10(a)(iii)).

(b) Mandatory Prepayments.

(i) (A) If, following the IPO Closing Date, the Company or any Restricted Subsidiary receives any Net Cash Proceeds from any Asset Sale or Casualty Event, the Company shall apply an amount equal to 100% of such Net Cash Proceeds (net of Taxes, if any, incurred in connection with the distribution(s) of such Net Cash Proceeds to the Company or other relevant Loan Party, as applicable) to prepay Term Loans in accordance with Section 2.10(b)(v) on or prior to the date which is ten (10) Business Days after the date of the receipt of such Net Cash Proceeds; provided that (x) no such prepayment shall be required pursuant to this Section 2.10(b)(i)(A) (x) with respect to such Net Cash Proceeds that the Company or any Restricted Subsidiary shall reinvest in accordance with Section 2.10(b)(i)(B) and (y) no mandatory prepayment shall be required pursuant to this Section 2.10(b)(i)(A) with respect to any Fiscal Year to the extent all such prepayments in such Fiscal Year would not exceed $25,000,000.

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(B) With respect to any Net Cash Proceeds received by the Company or any Restricted Subsidiary with respect to any Asset Sale or Casualty Event, at the option of the Company, the Company or any Restricted Subsidiary may reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets useful for the Company’s or a Restricted Subsidiary’s business within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Company or a Restricted Subsidiary enters into a legally binding commitment to reinvest an amount equal to all or any portion of such Net Cash Proceeds within twelve (12) months following receipt thereof, within six (6) months following the last day of such twelve month period; provided that an amount equal to all or any portion of any such Net Cash Proceeds that are not so reinvested within the applicable time period set forth above shall be applied as set forth in Section 2.10(b)(i)(A) within five (5) Business Days after the end of the applicable time period set forth above.

(ii) If the Company or any Restricted Subsidiary incurs or issues any Refinancing Indebtedness or any Indebtedness prohibited pursuant to Section 6.01 (without prejudice to the restrictions therein), the Company shall apply an amount equal to 100% of such Net Cash Proceeds received by the Company or any Restricted Subsidiary therefrom (net of Taxes, if any, incurred in connection with the distribution(s) of such Net Cash Proceeds to the Company or other relevant Restricted Subsidiary, as applicable) to prepay Term Loans in accordance with Section 2.10(b)(v) on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iii) On each Excess Cash Flow Payment Date, an amount equal to the remainder (if positive) of (x) the Applicable Prepayment Percentage of the Excess Cash Flow for the relevant Excess Cash Flow Payment Period minus (y) Taxes, if any, incurred in connection with the distribution(s) of such Excess Cash Flow to the relevant Loan Party minus (z) the aggregate amount of principal repayments of Loans made as voluntary prepayments pursuant to Section 2.10(a) hereof (other than with the proceeds of Indebtedness (other than Indebtedness under any revolving credit facility)) during the relevant Excess Cash Flow Payment Period (provided that in the case of any principal repayment of Revolving Loans such repayment shall only be included in this clause (z) to the extent that such repayment is accompanied by a permanent reduction of the Revolving Commitments) shall be applied as a mandatory prepayment of Term Loans in accordance with the requirements of Section 2.10(b)(v); provided that no mandatory prepayment shall be required pursuant to this Section 2.10(b)(iii) with respect to any Fiscal Year to the extent all such prepayments required pursuant to this Section 2.10(b)(iii) with respect to such Fiscal Year would not exceed $25,000,000.

(iv) The Company shall use commercially reasonable efforts to notify the Term Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the anticipated date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Term Administrative Agent will promptly notify each Term Lender of the contents of the Company’s prepayment notice and of such Term Lender’s pro rata share of the prepayment.

(v) Each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied pro rata to each Class of Term Loans on a pro rata basis to the Term Loans of the Lenders with such Class of Term Loans (unless any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are specified to receive a lesser percentage of such prepayment) and shall be further applied to such Class of Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.09(b); provided that the amount thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 2.15.

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(vi) Any prepayment of Term Loans pursuant to this Section 2.10(b) shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15.

(vii) Each Term Lender may elect, by notice to the Term Administrative Agent at or prior to the time and in the manner specified by the Term Administrative Agent, prior to any prepayment of Term Loans required to be made pursuant to this Section 2.10(b) (other than Section 2.10(b)(ii)), to decline all (or any portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”) and the remaining amount thereof may be retained by the Company or any Restricted Subsidiary and shall be added to the calculation of the Available Amount; provided, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.10(b)(ii) above to the extent constituting Refinancing Indebtedness. If a Term Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Term Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans.

(viii) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all prepayments otherwise required under this Section 2.12(b) attributable to any Subsidiary are subject to permissibility under local Law (e.g., financial assistance, corporate benefit, restrictions on up-streaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and shall not be required to be paid until such time as such Subsidiary may upstream or transfer such amount to prepay the Term Loans. Further, if the Company, the Term Borrower or any of their respective Restricted Subsidiaries would incur a material tax liability, if all or a portion of the funds required to make a mandatory prepayment attributable to the Excess Cash Flow or Net Cash Proceeds of a Non-U.S. Subsidiary were up-streamed or transferred as a distribution or dividend by such Subsidiary (a “Restricted Amount”), the amount of the Term Loans that will be required to be mandatorily prepaid shall be reduced by the Restricted Amount until such time as it may upstream or transfer such Restricted Amount without incurring such tax liability. The Company shall use, and shall cause its Restricted Subsidiaries to use, from time to time, commercially reasonable efforts to minimize or eliminate the amount of mandatory prepayments that are or would be restricted by this clause (viii).

(ix) Notwithstanding anything to the contrary contained herein, if at the time any prepayment required pursuant to this Section 2.10(b) would be required, the Company (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”), then the Company or any Restricted Subsidiary may apply such portion of the amount so required to be prepaid pursuant to this Section 2.10(b) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly; it being understood that (1) the portion of such prepayment allocated to the Other Applicable Indebtedness shall not exceed the portion of such prepayment required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such prepayment shall be allocated to the Term Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

SECTION 2.11. Fees.

(a) The Borrowers, jointly and severally, agree to pay to the Revolving Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a commitment fee in Dollars, which shall accrue at the Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (the “Commitment Fee”); provided that any Commitment Fee with respect to any Extended Revolving Commitments or any Refinancing Revolving Commitments shall be as set forth in the applicable Additional Credit Extension Amendment or Refinancing Amendment, as applicable. Accrued Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the last Business Day of the first full Fiscal Quarter ending after the Closing Date. All Commitments Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrowers agree to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Outstanding Amount of such Lender’s L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) in respect of each Letter of Credit during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any L/C Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Outstanding Amount of the L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued by such Issuing Bank (or, in the case of a Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower, the Company agrees to pay such fee) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on the second Business Day following such last day, commencing on the first such date to occur after the IPO Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within thirty (30) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrowers agree to pay to each Administrative Agent, for its own account, the administrative agency fees with respect to this Agreement separately agreed upon between the Company and the Applicable Administrative Agents pursuant to the Fee Letter.

(d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the applicable Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of Commitment Fees and participation fees, to the Applicable Lenders. Fees paid hereunder shall not be refundable under any circumstances.

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SECTION 2.12. Interest.

(a) The Loans comprising each Base Rate Borrowing (including each Swingline Loan) shall bear interest at the Base Rate in effect from time to time plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Term Eurocurrency Rate, in the case of Term Loans, and the Revolving Adjusted LIBO Rate, in the case of Revolving Loans, in each case, for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.12 or (ii) in the case of any other amount, 2% plus the rate applicable to Base Rate Loans as provided in paragraph (a) of this Section 2.12 (the “Default Rate”).

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan prior to the end of the Availability Period or a Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, Eurocurrency, Term Eurocurrency Rate or Revolving Adjusted LIBO Rate shall be determined by the Applicable Administrative Agent in accordance with the provisions of this Agreement, and such determination shall be conclusive absent manifest error.

SECTION 2.13. Alternate Rate of Interest; Illegality; Benchmark Replacement.

(a) Alternate Rate of Interest: If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Applicable Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Revolving LIBO Rate (pursuant to clause (a) thereof) or LIBOR for such Interest Period; or

(ii) the Applicable Administrative Agent is advised by the Required Lenders that the Revolving LIBO Rate (pursuant to clause (a) thereof) or LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

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then the Applicable Administrative Agent shall give notice thereof to the Company and the Applicable Lenders by telephone or telecopy or transmission by electronic communication in accordance with Section 9.01 as promptly as practicable thereafter and, until the Applicable Administrative Agent notifies the Company and the Applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) in the case of any such notice given by the Revolving Administrative Agent, any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing based on the LIBO shall be ineffective, (ii) if any Borrowing Request for Revolving Loans requests a Eurocurrency Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that if such circumstances only affect one Class or Type of Revolving Loans or currency, then the foregoing will only be applicable to the affected Class or Type of Borrowing or currency and (iii) if any Borrowing Request for Term Loans requests a Eurocurrency Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that if such circumstances only affect one Class or Type of Term Loans, then the foregoing will only be applicable to the affected Class or Type of Borrowing.

(b) Illegality. If any Lender determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, or fund Eurocurrency Loans, or to determine or charge interest rates based upon the Revolving Adjusted LIBO Rate or LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Applicable Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert Base Rate Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Applicable Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist; provided that if such circumstances only affect one Class or Type of Borrowing or currency, then the foregoing will only be applicable to the affected Class or Type of Borrowing or currency. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the applicable Administrative Agent), prepay or, if applicable, convert all Eurocurrency Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.

(i) Revolving Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Revolving Benchmark Transition Event or a Revolving Early Opt-in Election, as applicable, and its related Revolving Benchmark Replacement Date have occurred for a currency prior to the Revolving Reference Time in respect of any setting of the then-current Revolving Benchmark for such currency, then (x) if a Revolving Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Revolving Benchmark Replacement” for such Revolving Benchmark Replacement Date, such Revolving Benchmark Replacement will replace such Revolving Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Revolving Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Revolving Benchmark Replacement is determined in accordance with clause (3) of the definition of “Revolving Benchmark Replacement” for such Revolving Benchmark Replacement Date, such Revolving Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Revolving Benchmark Replacement is provided to the Revolving Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as

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the Revolving Administrative Agent has not received, by such time, written notice of objection to such Revolving Benchmark Replacement from Revolving Lenders comprising the Required Revolving Lenders. The Revolving Administrative Agent may (in its sole discretion) determine that a Revolving Benchmark Replacement is not administratively feasible and shall not be applied and the next alternative shall automatically be deemed to apply by providing written notice to the Borrowers and Revolving Lenders at least 5 Business Days prior to the corresponding Revolving Benchmark Replacement Date.

(ii) Flip Forward. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (ii), if a Revolving Term SOFR Transition Event and its related Revolving Benchmark Replacement Date have occurred prior to the Revolving Reference Time in respect of any setting of the then-current Revolving Benchmark, then Revolving Term SOFR plus the Revolving Term SOFR Adjustment will replace the then-current Revolving Benchmark for all purposes hereunder or under any Loan Document in respect of such Revolving Benchmark setting and subsequent Revolving Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Revolving Administrative Agent has delivered, with the consent of the Company, to the Revolving Lenders and the Company a Revolving Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the Revolving Administrative Agent shall not be required to deliver a Revolving Term SOFR Notice after a Revolving Term SOFR Transition Event and may do so in its sole discretion. For the avoidance of doubt, any applicable provisions set forth in this Section 2.13(c) shall apply with respect to any Revolving Term SOFR transition pursuant to this clause (ii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in clauses (iii) and (vii) of this Section 2.13(c).

(iii) Revolving Benchmark Replacement Conforming Changes. In connection with the implementation of a Revolving Benchmark Replacement, the Revolving Administrative Agent will have the right to make Revolving Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Revolving Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iv) Notices; Standards for Decisions and Determinations. The Revolving Administrative Agent will promptly notify the Company and the Revolving Lenders of (A) any occurrence of a Revolving Benchmark Transition Event or a Revolving Early Opt-in Election, as applicable, and its related Revolving Benchmark Replacement Date, (B) the implementation of any Revolving Benchmark Replacement, (C) the effectiveness of any Revolving Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (v) below and (E) the commencement or conclusion of any Revolving Benchmark Unavailability Period. Any determination, decision or election that may be made by the Revolving Administrative Agent, the Company or, if applicable, any Revolving Lender (or group of Revolving Lenders) pursuant to this Section 2.13(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13(c).

(v) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (x) if the then-current Revolving Benchmark is a term rate (including Revolving Term SOFR or USD LIBOR) and either (A) any tenor for such Revolving Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Revolving Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Revolving Benchmark has provided a public statement or publication of information

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announcing that any tenor for such Revolving Benchmark is or will be no longer representative, then the Revolving Administrative Agent may modify the definition of “Interest Period” for any Revolving Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (y) if a tenor that was removed pursuant to clause (x) above either (A) is subsequently displayed on a screen or information service for a Revolving Benchmark (including a Revolving Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Revolving Benchmark (including a Revolving Benchmark Replacement), then the Revolving Administrative Agent may modify the definition of “Interest Period” for all Revolving Benchmark settings at or after such time to reinstate such previously removed tenor.

(vi) Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Revolving Benchmark Unavailability Period with respect to a Benchmark or loans denominated in Dollars, the Company may revoke any request for a Eurocurrency Borrowing of Revolving Loans denominated in Dollars of, conversion to or continuation of Eurocurrency Revolving Loans denominated in Dollars to be made, converted or continued during any Revolving Benchmark Unavailability Period and, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Revolving Benchmark Unavailability Period or at any time that a tenor for the then-current Revolving Benchmark is not a Revolving Available Tenor, to the extent a component of Revolving Base Rate is based upon the then-current Revolving Benchmark or such tenor for such Revolving Benchmark, as applicable, will not be used in any determination of Revolving Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollars, the obligations of the Lenders to make or maintain Loans referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected Borrowings or Interest Periods).

(vii) Disclaimer. The Revolving Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of, or any other matter related to the London interbank offered rate or other rates in the definition of “Revolving LIBO Rate” or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to this Section 2.13(c), whether upon the occurrence of a Revolving Benchmark Transition Event or a Revolving Early Opt-in Election, and (ii) the implementation of any Revolving Benchmark Replacement Conforming Changes pursuant to Section 2.13(c)(iii), including without limitation, (A) whether the composition or characteristics of any such alternative, successor or replacement reference rate for any currency will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the applicable Revolving LIBO Rate for Revolving Loans denominated in such currency as did the London interbank offered rate prior to its discontinuance or unavailability, and (B) the impact or effect of such alternative, successor or replacement reference rate or Revolving Benchmark Replacement Conforming Changes on any other financial products or agreements in effect or offered by or to any Loan Party or Lender or any of their respective Affiliates, including, without limitation, any Swap Obligation or Secured Hedge Agreement.

(d) Term Benchmark Replacement: Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Term Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Term Lenders notify the Term Administrative Agent (with, in the case of the Required Term Lenders, a copy to the Company) that the Company or Required Term Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

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(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Term Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Term Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

(iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or

(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.13(d), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, in the case of clauses (i)-(iii) above, on a date and time determined by the Term Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Term Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

(x) Term SOFR plus the Related Adjustment; and

(y) SOFR plus the Related Adjustment;

and in the case of clause (iv) above, the Company and Term Administrative Agent may amend this Agreement solely for the purpose of replacing LIBOR under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Term Administrative Agent shall have notified all Term Lenders and the Company of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Term Lenders comprising the Required Term Lenders have delivered to the Term Administrative Agent written notice that such Required Term Lenders object to the implementation of a LIBOR Successor Rate pursuant to such clause; provided that, if the Term Administrative Agent determines that Term SOFR has become available, is administratively feasible for the Term Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Term Administrative Agent notifies the Company and each Term Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.

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The Term Administrative Agent will promptly (in one or more notices) notify the Company and each Term Lender of (x) any occurrence of any of the events, periods or circumstances under clauses (i) through (iii) above, (y) a LIBOR Replacement Date and (z) the LIBOR Successor Rate.

Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Term Administrative Agent.

Notwithstanding anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than 1.0%, the LIBOR Successor Rate will be deemed to be 1.0% for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a LIBOR Successor Rate, the Term Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Term Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Company and the Term Lenders reasonably promptly after such amendment becomes effective.

If the events or circumstances of the type described in 2.13(d)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”

(e) Notwithstanding anything to the contrary herein, (i) after any such determination by the Term Administrative Agent or receipt by the Term Administrative Agent of any such notice described under 2.13(d)(i)-(iii), as applicable, if the Term Administrative Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Section 3.03(c)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii) if the events or circumstances of the type described in 2.13(d)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect and the Term Administrative Agent determines that none of the LIBOR Successor Rates is available, then in each case, the Term Administrative Agent and the Term Borrower may amend this Agreement solely for the purpose of replacing LIBOR or any then current LIBOR Successor Rate in accordance with this 2.13 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Term Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Term Administrative Agent shall have posted such proposed amendment to all Lenders and the Term Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Term Administrative Agent written notice that such Required Term Lenders object to such amendment.

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If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate has been determined in accordance with clauses (c) or (d) of this Section 2.13 and the circumstances under clauses (e)(i) or (c)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Term Administrative Agent will promptly so notify the Term Borrower and each Lender. Thereafter, (x) the obligation of the Term Lenders to make or maintain Eurocurrency Loans shall be suspended, (to the extent of the affected Eurocurrency Loans, Interest Periods, interest payment dates or payment periods), and (y) the Eurocurrency component shall no longer be utilized in determining the Base Rate, until the LIBOR Successor Rate has been determined in accordance with clauses (c) or (d). Upon receipt of such notice, the Term Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans, Interest Periods, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing Request of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

(f) Notices. For purposes of any notices or other communications from any Administrative Agent to any Lender contemplated by this Section 2.13, such notices or other communications shall be satisfied by posting such notice or other communication to the Platform.

SECTION 2.14. Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank;

(ii) subject a Lender (or its applicable lending office) or Issuing Bank to any additional Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (i) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to any Loan Document; or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or of maintaining its obligation to make any such Loan (including, without limitation, pursuant to any conversion of any Borrowing denominated in any currency into a Borrowing denominated in any other currency) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (including, without limitation, pursuant to any conversion of any Borrowing denominated in any currency into a Borrowing denominated in any other currency) or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder, whether of principal, interest or otherwise (including, without limitation, pursuant to any conversion of any Borrowing denominated in any currency into a Borrowing denominated in any other currency), in each case by an amount deemed by such Lender or such Issuing Bank to be material in the context of its making of, and participation in, extensions of credit under this Agreement, then, upon the request of such Lender or such Issuing Bank, the Borrowers will pay to such Lender or such Issuing Bank,

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as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered to the extent such Lender or Issuing Bank certifies that it is seeking such compensation from similarly situated borrowers under comparable syndicated credit facilities similar to the facilities under this Agreement.

(b) If any Lender or any Issuing Bank determines in good faith that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time, upon the request of such Lender or such Issuing Bank, the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered, to the extent such Lender or Issuing Bank certifies that it is seeking such compensation from similarly situated borrowers under comparable syndicated credit facilities similar to the facilities under this Agreement.

(c) A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.14 shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days (or such later date as may be agreed by the applicable Lender) after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.10), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10 and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.18, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated profit) attributable to such event. Such loss, cost or expense to any Lender may be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Revolving Adjusted LIBO Rate or the Term Eurocurrency Rate, as applicable, that would have been applicable to such Loan (and excluding any Applicable Rate), for the period from the date of

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such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within thirty (30) days (or such later date as may be agreed by the applicable Lender) after receipt thereof.

SECTION 2.16. Taxes.

(a) All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Taxes unless required by applicable Laws. If any applicable withholding agent shall be required to deduct any Taxes with respect to any such payments (as determined in the good faith discretion of such withholding agent), then (i) if such Taxes are Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 2.16) the applicable Lender (or where an Administrative Agent receives the payment for its own account, such Administrative Agent) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or at the option of the Applicable Administrative Agent timely reimburse it for the payment of any Other Taxes.

(c) The Borrowers shall indemnify each Administrative Agent and each Lender, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes paid or payable by such Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16), and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or by an Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of any Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.16, such Loan Party shall deliver to the applicable Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to such Administrative Agent.

(e) Any Lender that is legally entitled to an exemption from or reduction of withholding tax with respect to any payments under this Agreement shall deliver to the Company and to the applicable Administrative Agent, at the time or times reasonably requested by the Company or the applicable Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Company or the applicable Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or an Administrative Agent, shall deliver such other documentation

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prescribed by applicable law or reasonably requested by the Company or an Administrative Agent as will enable a Borrower or applicable Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation referred to in Section 2.16(f)) obsolete, expired or inaccurate in any respect, deliver promptly to the Company and the applicable Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Company or the Administrative Agent) or promptly notify the Company and the applicable Administrative Agent of its legal ineligibility to do so.

(f) Without limiting the generality of the foregoing,

(i) (x) each Lender that is a U.S. Person shall, to the extent it is legally eligible to do so, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), deliver to the Company and the applicable Administrative Agent two (2) duly completed original copies of United States Internal Revenue Service Form W-9 (or substitute or successor form), certifying that such Lender is exempt from United States federal backup withholding and (y) with respect to any Loan made to an Irish Borrower, each Lender shall, upon reasonable written request from an Irish Borrower, provide such information as is necessary to enable such Irish Borrower to comply with the provisions of Sections 891A, 891F and 891G TCA (and any regulations made thereunder);

(ii) with respect to any Loan made to a U.S. Borrower , any Foreign Lender shall, to the extent it is legally eligible do so, deliver to the Company and the Applicable Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Applicable Administrative Agent, but only if such Foreign Lender is legally eligible to do so), two of whichever of the following is applicable:

(A) duly completed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(B) duly completed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or Section 871(h) of the Code, (x) a certificate, in substantially the form of Exhibit J-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments under any Loan Documents are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “United States Tax Compliance Certificate”) and (y) duly completed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms), or

(D) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), duly completed original copies of Internal Revenue Service Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI, W-8BEN, W-8BEN-E, United States Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, Internal Revenue Service Form W-9,

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and/or any other required information (or any successor forms) from each beneficial owner, as applicable (provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, such Foreign Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of such partners);

(iii) any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Company and the Applicable Administrative Agent on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Applicable Administrative Agent), any other form prescribed by applicable requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of Law to permit the Company and the applicable Administrative Agent to determine the withholding or deduction required to be made;

(iv) in the case of any Lender making a Loan to a Borrower that is not a U.S. Borrower and that has not already provided documentation to the Company or the Applicable Administrative Agent pursuant to Section 2.16(f)(ii) or (iii), any Foreign Lender shall deliver to the Company and the Applicable Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Applicable Administrative Agent), two duly completed original copies of an applicable Internal Revenue Service Form W-8 (or any successor forms) certifying that it is not a U.S. Person;

(v) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the applicable Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the applicable Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the applicable Administrative Agent as may be necessary for the Company, any U.S. Borrower and the applicable Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA and to determine whether any amount is required to be deducted and withheld from such payment. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Each Lender hereby authorizes each Administrative Agent to deliver to the Loan Parties and to any respective successor Administrative Agent any documentation provided by such Lender to such Administrative Agent pursuant to Section 2.16(e) or (f).

(h) Without duplication of Section 2.16(e), the provisions of this Section 2.16(h) shall apply with respect to any UK Tax Deduction.

(i) Each Loan Party shall promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Applicable Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Applicable Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If any Administrative Agent receives such notification from a Lender it shall promptly notify the relevant Loan Party.

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(ii) If a Loan Party is required to make a UK Tax Deduction, that Loan Party shall make that UK Tax Deduction and any payment required in connection with that UK Tax Deduction within the time allowed and in the minimum amount required by law.

(iii) Without limiting the generality of Section 2.16(d), within thirty days of making either a UK Tax Deduction or any payment required in connection with that UK Tax Deduction, the Loan Party making that UK Tax Deduction shall deliver to the Applicable Administrative Agent for the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the UK Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(iv) (A) Subject to Section 2.16(h)(iv)(B) below, a UK Treaty Lender and each UK Borrower which makes a payment in respect of any Loan to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without a UK Tax Deduction and (B) a UK Treaty Lender which (i) is a Lender on the date of this Agreement that holds a passport under the HM Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 2.16(h); and (ii) becomes a party after the date of this Agreement that holds a passport under the HM Revenue & Customs DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption pursuant to which it becomes a party, and, having done so, that Lender shall be under no obligation pursuant to Section 2.16(h)(iv)(A) above.

(v) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section 2.16(h)(iv)(B) and:

(A) the UK Borrower making a payment to that Lender has not made a UK Borrower DTTP Filing in respect of that Lender; or

(B) the UK Borrower making a payment to that Lender has made a UK Borrower DTTP Filing in respect of that Lender but (i) that UK Borrower DTTP Filing has been rejected by HM Revenue & Customs, or (ii) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a UK Tax Deduction within 30 Business Days of the date of the UK Borrower DTTP Filing,

and, in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without a UK Tax Deduction.

(vi) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 2.16(h)(iv)(B), no UK Borrower shall make a UK Borrower DTTP Filing or file any other form relating to the HM Revenue & Customs DT Treaty Passport scheme in respect of that Lender’s participation in any Loan unless the Lender otherwise agrees.

(vii) A UK Borrower shall, promptly on making a UK Borrower DTTP Filing, deliver a copy of that filing to the Applicable Administrative Agent for delivery to the relevant Lender.

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(viii) Each UK Non-Bank Lender (i) which is a Lender on the date of this Agreement gives a UK Tax Confirmation to the relevant Loan Party by entering into this Agreement, and (ii) shall promptly notify the Applicable Administrative Agent if there is any change in the position from that set out in the UK Tax Confirmation.

(ix) Each Lender shall indicate (x) in respect of any Lender that is a Party on the date of this Agreement, in Schedule 2.16(h); or (y) in respect of any Lender that becomes a party after the date of this Agreement, in the Assignment and Assumption which it executes on becoming a party, and for the benefit of the Applicable Administrative Agent and without liability to any Loan Party, which of the following categories it falls in:

(A) not a UK Qualifying Lender;

(B) a UK Qualifying Lender (other than a UK Treaty Lender); or

and if such a Lender fails to indicate its status in accordance with this Section 2.16(h)(ix) then such Lender shall be treated for the purposes of this Section 2.16(h) (including by each Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Applicable Administrative Agent which category applies (and the Applicable Administrative Agent, upon receipt of such notification, shall inform each UK Borrower). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a Lender to comply with this Section 2.16(h)(ix).

(i) If any Administrative Agent or a Lender determines, in its sole good faith discretion, that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.16, it shall promptly pay over an amount equal to such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of such Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of such Administrative Agent or such Lender, shall repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Applicable Administrative Agent or such Lender in the event such Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Such Administrative Agent or such Lender shall, at the Company’s request, provide the Company with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that the such Administrative Agent or such Lender may delete any information therein that such Administrative Agent or such Lender deems confidential). This Section 2.16 shall not be construed to require any Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Company or any other Person.

(j) Each Lender that is an Irish Qualifying Lender solely on account of being an Irish Treaty Lender and any Irish Borrower which makes a payment to which that Irish Treaty Lender is entitled, shall co-operate in completing any procedural formalities necessary for that Lender to obtain authorization to make that payment without any deduction or withholding of any Tax imposed by Ireland.

(k) For purposes of this Section 2.16, the term “Lender” shall include any Swingline Lender and any Issuing Bank.

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SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) The Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) without condition or deduction for any counterclaim, defense, recoupment or setoff prior to 2:00 p.m. New York City time, in the city of the Applicable Administrative Agent’s Office, in each case on the date when due, in immediately available funds. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to Dollars, in Dollars) and (ii) to the Applicable Administrative Agent at its offices for Dollar denominated Credit Events or, in the case of a Credit Event denominated in an Alternative Currency, the Applicable Administrative Agent’s Office for such currency, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. Each Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section 2.17, if, after the making of any Credit Event in any Alternative Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Borrowers are not able to make payment to the Applicable Administrative Agent for the account of the Applicable Lenders in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

(b) If at any time insufficient funds are received by and available to the Applicable Administrative Agent to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably based on the Dollar Equivalent amount thereof among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed L/C Disbursements then due hereunder, ratably based on the Dollar Equivalent amount thereof among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in L/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be

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construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements and Swingline Loans to any assignee or participant in accordance with Section 9.04. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d) Unless the Applicable Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Applicable Administrative Agent for the account of the relevant Lenders or the relevant Issuing Bank hereunder that the relevant Borrowers will not make such payment, the Applicable Administrative Agent may assume that such Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the relevant Borrowers have not in fact made such payment, then each of the applicable Lenders or the relevant Issuing Bank, as the case may be, severally agrees to repay to the Applicable Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation. With respect to any payment that an Administrative Agent makes for the account of any Lenders or any Issuing Bank hereunder as to which such Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the relevant Borrowers have not in fact made such payment; (2) such Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) such Administrative agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or Issuing Banks, as the case may be, severally agrees to repay to such Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or Issuing Bank, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Applicable Administrative Agent to any applicable Lender or the Borrowers with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04, 2.05, 2.06, 2.17 or 9.03, then the Applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payments.

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

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(a) If any Lender requests compensation under Section 2.14, or if the Borrowers are required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment. Any Lender claiming reimbursement of such costs and expenses shall deliver to the Company a certificate setting forth such costs and expenses in reasonable detail which shall be conclusive absent manifest error.

(b) If any Lender requests compensation under Section 2.14, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, if any Lender is a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, but excluding the consents required by, Section 9.04), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Company shall have paid to the Applicable Administrative Agent the assignment fee specified in Section 9.04 (unless otherwise agreed by the Applicable Administrative Agent);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

SECTION 2.19. Expansion Option.

(a) The Borrowers may from time to time after the IPO Closing Date elect to increase the Revolving Commitments, Refinancing Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”) or, with respect to the Term Borrower, enter into one or more tranches of term loans denominated in Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $20,000,000 (unless the Applicable Administrative Agent agrees to a lesser amount), so long as, immediately after giving effect thereto, the aggregate amount of all such Increased Commitments and all such Incremental Term Loans (other than Refinancing Incremental Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness, does not exceed the sum of (i) the greater of (x) $380,000,000 and (y) 100% of LTM Consolidated

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EBITDA (measured at the time of incurrence thereof) plus (ii) an amount equal to all voluntary prepayments of Term Loans (including Incremental Term Loans, Extended Term Loans and any Refinancing Term Loans), Incremental Substitute Indebtedness and permanent reductions of Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments (in each case, other than to the extent funded with proceeds of long-term Indebtedness and excluding prepayments of the Revolving Facility except to the extent the commitments thereunder are permanently reduced by the amount of such prepayments) plus (iii) any other amount so long as on a Pro Forma Basis (and assuming all Increased Commitments were fully drawn) the Senior Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00; provided that any Increased Commitments or Incremental Term Loan may be established or incurred under any of clause (i) or (ii) or (iii) above in the Company’s sole discretion, and absent any election, will be deemed under clause (iii) to the extent the incurrence ratio has been satisfied; provided further that if any Indebtedness is intended to be incurred under clause (iii) above and any other clause above in a single transaction or series of related transactions, (A) the incurrence of the portion of such Indebtedness to be incurred or implemented under clause (iii) shall be calculated first without giving effect to any Indebtedness to be incurred under any other clause, but giving full pro forma effect to the use of proceeds of the entire amount of such Indebtedness and the related transactions and (B) the incurrence of the portion of such Indebtedness to be incurred or implemented under the other applicable clauses shall be calculated thereafter.

(b) The Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitments, Refinancing Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, Refinancing Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, as the case may be; provided that each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender) shall be subject to the approval of the Company and the applicable Administrative Agent (with respect to any Increasing Lender that is not an existing Revolving Lender) and, in the case of an Increased Commitment of an Increasing Lender that is not an existing Revolving Lender, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the applicable Administrative Agent and the Company, to effect the provisions of this Section 2.19 (including any amendments to and confirmations of the Non-U.S. Security Documents as may be necessary or appropriate to ensure that the Collateral continues to secure the existing Obligations and extends to the additional Obligations arising pursuant to such transaction). Increases of Revolving Commitments, Refinancing Revolving Commitments and Extended Revolving Commitment and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the Company, the applicable Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the applicable Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments, Refinancing Revolving Commitments or Extended Revolving Commitments or Incremental Term Loans shall be permitted under this paragraph unless (i) on the proposed date of the effectiveness of such increase in the Revolving Commitments, Refinancing Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the applicable Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and (ii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with the covenant contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time.

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(c) On the effective date of any increase in the Revolving Commitment, Refinancing Revolving Commitment or Extended Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the applicable Administrative Agent such amounts in immediately available funds as the applicable Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. Each Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods.

(d) The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) other than with respect to a Qualifying Bridge Facility, the final maturity date of any Incremental Term Loans shall be no earlier than the Term B Loan Maturity Date, (ii) other than with respect to a Qualifying Bridge Facility, the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the then-existing Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the then-existing Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount (“OID”) and upfront fees and the amortization schedule with respect to such Incremental Term Loans shall be as set forth in the applicable Additional Credit Extension Amendment; provided further that if the Yield of any Incremental Term Loans (other than Refinancing Incremental Term Loans) that are incurred prior to the twelve-month anniversary of the IPO Closing Date exceeds the Yield of the then-existing Term Loans by more than 50 basis points, then the Yield for the then-existing Term Loans shall be increased to the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points (this proviso, the “MFN Provision”) and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be consistent with the terms of the then-existing Term Loans or shall be reasonably satisfactory to the Term Administrative Agent and the Term Borrower; provided that, notwithstanding anything to the contrary in this clause (v), such terms and documentation shall not include any financial maintenance covenants unless such maintenance covenants also apply to each of the Revolving Loans or the existing Term Loans or only apply after the Term B Loan Maturity Date. For the avoidance of doubt, no Lender shall have any obligation to provide any Increased Commitment or Incremental Term Loan except to the extent of such Lender’s commitment (if any) with respect to such Increased Commitment or Incremental Term Loan.

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(e) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.

SECTION 2.20. Extended Term Loans and Extended Revolving Commitments.

(a) The Company may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $50,000,000 (or, if less the entire remaining amount of such Class) (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.20. In order to establish any Extended Term Loans, the Company shall provide a notice to the Term Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be consistent with the Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that:

(i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Class to the extent provided in the applicable Additional Credit Extension Amendment;

(ii) the interest margins and call protection with respect to the Extended Term Loans may be different than the Applicable Rate for the Term Loans of such Existing Term Loan Class and upfront fees may be paid to the Extending Term Lenders to the extent provided in the applicable Additional Credit Extension Amendment; and

(iii) any such Additional Credit Extension Amendment may provide for other covenants and terms that apply only after the Term B Loan Maturity Date.

(b) Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Term Loans.

(c) The Company shall provide the applicable Extension Request at least five (5) Business Days, or such shorter period as the Term Administrative Agent may agree, prior to the date on which Term Lenders under the applicable Existing Term Loan Class are requested to respond. No Term Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Term Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Term Administrative Agent and acceptable to the Company). In the event that the aggregate amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election (subject to any minimum denomination requirements reasonably imposed by the Term Administrative Agent and acceptable to the Company).

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(d) The Borrowers may, with the consent of each Person providing an Extended Revolving Commitment, the Revolving Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be in a minimum principal amount of $50,000,000.

(e) Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the applicable Borrowers, the Applicable Administrative Agent and each Extending Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other customary documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving Commitment.

(f) The provisions of this Section 2.20 shall override any provision of Section 9.02 to the contrary.

SECTION 2.21. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrowers hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the applicable Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, nonappealable judgment is given. The obligations of the Borrowers in respect of any sum due to any Lender or any Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or such Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or such Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or such Administrative Agent, as the case may be, in the specified currency, the Borrowers agree, to the fullest extent that they may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or such Administrative Agent, as the case may be,

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against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or any Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.17, such Lender or such Administrative Agent, as the case may be, agrees to remit such excess to the Borrowers.

SECTION 2.22. Defaulting Lenders(b) .

(c) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Revolving Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” or “Required Revolving Lenders” and Section 9.02(b).

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees, or other amounts received by the Applicable Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Applicable Administrative Agent from a Defaulting Lender pursuant to Section 9.03 shall be applied at such time or times as may be determined by the Applicable Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Defaulting Lender to the Applicable Administrative Agent hereunder; SECOND, with respect to amounts received by the Revolving Administrative Agent, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; THIRD, with respect to amounts received by the Revolving Administrative Agent, pro rata to Cash Collateralize each Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05; FOURTH, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Applicable Administrative Agent; FIFTH, if so determined by the Applicable Administrative Agent and Borrowers, to be held in a Controlled Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize any Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.05; SIXTH, to the payment of any amounts owing to the Lenders, any Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; SEVENTH, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrowers as a result of any judgment of a court of competent jurisdiction obtained by Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and EIGHTH, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (B) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with their respective Revolving Commitments without giving effect to Section 2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee pursuant to Section 2.11(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive fees pursuant to Section 2.11(b)(i) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.05.

(C) With respect to any fee not required to be paid to any Defaulting Lender pursuant to Section 2.22(a)(iii)(A) or 2.22(a)(iii)(B), Borrowers shall (1) pay to each Revolving Lender that is not a Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.22(a)(iv), (2) pay to each Issuing Bank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Loans shall be reallocated among the Revolving Lenders that are Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Revolving Lender that is not a Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in Section 2.22(a)(iv) cannot, or can only partially, be effected, Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and second, Cash Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.05.

(d) Defaulting Lender Cure. If the Borrowers, the Applicable Administrative Agent, the Swingline Lender (if applicable), and each Issuing Bank (if applicable) agree in writing that a Lender is no longer a Defaulting Lender, the Applicable Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will (to the extent a Revolving Lender and to the extent applicable), purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Revolving Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with the Revolving Commitments (without giving effect to Section 2.22(a)(iv)), and reimburse each such Revolving Lender for any costs of the type described in Section 2.15 incurred by any Revolving Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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(e) New Swingline Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

SECTION 2.23. Refinancing Amendments(f) .

(g) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Augmenting Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans or Revolving Loans (or unused Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include, without limitation, any then outstanding Refinancing Term Loans, Refinancing Revolving Loans, Incremental Term Loans and/or Increased Commitments, as applicable), in the form of Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Commitments pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness shall be secured on pari passu in right of payment and pari passu in right of security with the Refinanced Debt and (ii) the terms applicable to each Class of Credit Agreement Refinancing Indebtedness shall not require any prepayment thereof (or commitment reduction in respect thereof) in excess of the pro rata share of such Class relative to all other applicable Classes of Loans and Commitments (including the Term B Loans) (but may specify that such Credit Agreement Refinancing Indebtedness shall participate in prepayments or commitment reductions at less than the pro rata share of such Class relative to the other applicable Classes of Loans and Commitments). The effectiveness of any Refinancing Amendment shall be subject to the following: the satisfaction on the date thereof of each of the conditions set forth in the Refinancing Amendment and, to the extent reasonably requested by the applicable Administrative Agent, receipt by such Administrative Agent of customary legal opinions, board resolutions and other customary closing certificates. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.23(a) shall be in an aggregate principal amount that is (x) not less than the applicable Borrowing Minimum and (y) an integral multiple of the Borrowing Multiple in excess thereof. The applicable Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments and/or Refinancing Revolving Commitments).

(h) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the applicable Administrative Agent and the Company, to effect the provisions of this Section 2.23.

(i) This Section 2.23 shall supersede any provisions in Section 2.10, Section 2.17 or Section 9.02 to the contrary, it being understood that nothing in this Section 2.23 shall be construed as eliminating any prepayment premiums required to be paid pursuant to Section 2.10(a)(iii).

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ARTICLE III

Representations and Warranties

The Company and the other Borrowers represent and warrant to the Lenders as of the Closing Date and (except as to representations and warranties made as of a date certain) as of the date such representations and warranties are deemed to be made under Section 4.01, 4.02 and 4.03 of this Agreement, that:

SECTION 3.01. Organization; Powers; Subsidiaries. Each of the Company, the other Borrowers and each Restricted Subsidiary (i) is duly organized or incorporated and validly existing in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization or incorporation, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing (to the extent such concept exists in the relevant jurisdictions) in all jurisdictions where it is required to be so qualified (or its equivalent), except in the case of clause (i) (other than with respect to any Loan Party), (ii) or (iii), where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Schedule 3.01 sets forth, in each case as of the Closing Date, the name and jurisdiction of each Loan Party and each Loan Party’s direct Restricted Subsidiaries and, as to each such direct Restricted Subsidiary, the percentage of each class of Equity Interests in such direct Restricted Subsidiary owned by any Loan Party.

SECTION 3.02. Authorization; Enforceability. Each Loan Party has the power and authority (corporate or otherwise) to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. Each Loan Party has duly executed and delivered each Loan Document to which it is a party and each such Loan Document constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

SECTION 3.03. Governmental Approvals; No Conflicts. Except (a) as may have been obtained or made on or prior to the Closing Date (and which remain in full force and effect on the Closing Date), (b) filings necessary to perfect Liens created pursuant to the Loan Documents and (c) those consents, approvals, licenses, authorizations, validations or filings, recordings, registrations or exemptions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, no consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, is required in connection with (i) the execution, delivery and performance of any Loan Document by any Loan Party party thereto or (ii) the legality, validity, binding effect or enforceability of any Loan Document against any Loan Party party thereto. Neither the execution, delivery or performance by any Loan Party of the Loan Documents to which it is a party, nor compliance by any Loan Party with the terms and provisions thereof, nor the consummation of the transactions contemplated herein or therein, (i) will contravene any provision of any applicable Law or any applicable order, writ, injunction or decree of any Governmental Authority in a manner which would reasonably be expected to have a Material Adverse Effect, (ii) will violate or result in a default under any indenture, mortgage, deed of trust, loan agreement, credit agreement or other agreement or instrument binding upon any Loan Party or any Restricted Subsidiary or the assets of any Loan Party or any Restricted Subsidiary, in each case in a manner which would reasonably be expected to have a Material Adverse Effect, (iii) will result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Restricted Subsidiary (except Liens permitted under Section 6.02 hereof) or (iv) will violate any provision of the certificate of incorporation, by-laws, constitution, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, of any Loan Party.

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SECTION 3.04. Financial Statements; No Material Adverse Change.

(a) The Total Produce Historical Financials present fairly, in all material respects, the consolidated financial position of Total Produce and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby.

(b) Since December 31, 2020, nothing has occurred that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 3.05. Properties.

(a) All Material Real Property owned by the Company or any other Loan Party, in each case as of the Closing Date, is correctly set forth on Schedule 3.05. Each Loan Party has good and marketable title to, or a validly subsisting leasehold interest in, or easements or other limited property interest in, all properties owned or leased by it which are necessary for the conduct of their businesses, taken as a whole (except for defects of title which do not materially impair the use of such property or the business conducted by such Loan Party). All such property is free and clear of all Liens, other than Liens permitted by Section 6.02.

(b) No Mortgage encumbers improved real property that is located in an area that has been identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the Flood Insurance Laws unless flood insurance available under the Flood Insurance Laws has been obtained in accordance with Section 5.05.

(c) Except in each case as would not reasonably be expected to have a Material Adverse Effect, each of the Company and its Restricted Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and knowhow of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any conflict with the rights of others.

(d) Each Mortgaged Property and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use and subdivision laws, setback or other development and use requirements of Governmental Authorities and with all private restrictions and agreements affecting such Mortgaged Property whether or not recorded, except, in each case, where the failure so to comply would not reasonably be expected to cause or result in a Material Adverse Effect.

SECTION 3.06. Litigation. Other than as disclosed in Schedule 3.06, there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Responsible Officer of the Company, threatened in writing, against the Loan Parties or any of their Restricted Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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SECTION 3.07. Compliance with Laws and Agreements. Each of the Company and its Restricted Subsidiaries is in compliance with (i) all applicable laws, statutes, regulations, rules and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property and (ii) all material contracts and agreements to which it is a party, except in the case of each of clause (i) and (ii), such non-compliances as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 3.08. Investment Company Status. None of the Company or any of its Restricted Subsidiaries is an “investment company” as defined in the Investment Company Act of 1940.

SECTION 3.09. Taxes. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) the Company and each of its Restricted Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all returns, statements, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the Company and each of its Restricted Subsidiaries (including in its capacity as a withholding agent), (b) the Company and each of its Restricted Subsidiaries have paid all taxes payable by them (including in their capacity as a withholding agent) other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP or IFRS, as applicable, and (c) there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Responsible Officer of the Company, threatened in writing by any authority regarding any taxes relating to the Company and each of its Restricted Subsidiaries.

SECTION 3.10. Solvency. On the Closing Date, after giving effect to the Total Produce Transactions, the Company and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

SECTION 3.11. Environmental Matters. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect:

(a) (i) each of the Company and its Restricted Subsidiaries has complied with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws and (ii) none of the Company or any of its Restricted Subsidiaries is liable for any penalties, fines, forfeitures or other requirements to spend money for failure to comply with the foregoing;

(b) there are no pending or, to the knowledge of the Company, threatened in writing, Environmental Claims against the Company or any of its Restricted Subsidiaries or any real property owned or leased by the Company or any of its Restricted Subsidiaries; and

(c) to the knowledge of the Company or any Restricted Subsidiary, there are no facts, occurrences, conditions or circumstances which would reasonably be expected to give rise to an Environmental Liability.

SECTION 3.12. Labor Relations. None of the Company or any of its Restricted Subsidiaries is engaged in any unfair labor practice that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Company or any of its Restricted Subsidiaries or, to the knowledge of the Company, threatened in writing against any of them, before the National Labor Relations Board or any similar foreign tribunal or agency, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its Restricted Subsidiaries or, to the knowledge of the Company, threatened in writing against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Company or any of its Restricted Subsidiaries or, to the knowledge of the Company, threatened in writing against the Company or any of its Restricted Subsidiaries and (iii) no union organizing activity taking place with respect to employees of the Company or any of its Restricted Subsidiaries, except (with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such as would not reasonably be expected to have a Material Adverse Effect.

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SECTION 3.13. Disclosure. No written information (other than projections, any pro forma financial statements or estimates and information of a general economic or general industry nature) furnished by or on behalf of the Company or any of its Restricted Subsidiaries to any Administrative Agent or any Lender in connection with the Transactions on or before the Closing Date, when taken as a whole, as of the Closing Date, contained any untrue statement of material fact or omitted to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto from time to time); provided that, with respect to information relating to the Acquired Business, the foregoing representation is made to the knowledge of Total Produce. Any projections and pro forma information contained in the materials referenced above have been prepared in good faith based upon the assumptions believed by Total Produce to be reasonable as of the Closing Date (it being understood that such projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ materially from the projected results contained therein and no assurance can be given that any projections will be realized).

SECTION 3.14. Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or, knowingly indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X.

SECTION 3.15. Security Interests. Subject to the last paragraph of Section 4.03 and the other exceptions and limitations set forth in the Loan Documents, the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, and, when and to the extent required by the Collateral Documents and subject to all limitations and exceptions set forth in the Loan Documents, such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations and having priority over all other Liens on the Collateral except Liens permitted by Section 6.02 hereof.

SECTION 3.16. Anti-Terrorism Laws. Each Loan Party and Restricted Subsidiary is in compliance, in all material respects, with any applicable Anti-Terrorism Laws. No part of the proceeds of the Loans will be used, directly or, knowingly indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 3.17. Sanctions. None of the Company, any Restricted Subsidiary, nor, to the knowledge of a Responsible Officer of the Company, any director, officer, employee, agent or Affiliate of the Company or any Restricted Subsidiary (i) is the subject of any Sanctions or (ii) is located, organized or resident in a region, country or territory that is, or whose government is, the subject of Sanctions.

SECTION 3.18. Anti-Corruption Laws. Neither the Company nor any of its Restricted Subsidiaries nor, to the knowledge of a Responsible Officer of the Company, any director, officer, employee, agent or Affiliate thereof, is aware of or has taken any action, directly or indirectly, that would result in a violation in any material respect any Anti-Corruption Laws, including, without limitation, knowingly making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an illegal offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or

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indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of applicable Anti-Corruption Laws. Each Loan Party has implemented and maintains in effect policies and procedures designed to promote compliance by such Loan Party, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws.

SECTION 3.19. COMI Regulation. For the purposes of the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “COMI Regulation”), each Loan Party incorporated or organized under the laws of a country that is a member of the European Union has its (after giving effect to the transactions) center of main interest (as that term is used in Article 3(1) of the COMI Regulation) situated in its jurisdiction of incorporation and it has no “establishment” (as such term is used in Article 2 (10) of the COMI Regulation) in any other jurisdiction.

SECTION 3.20. ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur.

SECTION 3.21. Group. Each Irish Loan Party is a member of the same group of companies as each other Loan Party consisting of a holding company and its subsidiaries (each within the meaning of Section 8 of the Irish Companies Act) for the purposes of Section 243 of the Irish Companies Act.

ARTICLE IV

Conditions

SECTION 4.01. Initial Borrowing. Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Credit Extensions on or after the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:

(a) The Revolving Administrative Agent (or its counsel) shall have received from (i) each Initial Borrower either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Revolving Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such Initial Borrower has signed a counterpart of this Agreement;

(b) The Revolving Administrative Agent (or its counsel) or the Collateral Agent shall have received from TP US Holdings either (A) a counterpart of the U.S. Security Agreement signed on behalf of TP US Holdings or (B) written evidence reasonably satisfactory to the Revolving Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the U.S. Security Agreement) that such party has signed a counterpart of the U.S. Security Agreement, together with:

(i) Uniform Commercial Code financing statements naming TP US Holdings as debtor and the Collateral Agent as secured party in appropriate form for filing in the jurisdiction of incorporation of TP US Holdings;

(ii) if applicable, all Pledged Notes owned by TP US Holdings to the extent pledged (and required to be delivered) pursuant to the U.S. Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and

(iii) if applicable, short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of TP US Holdings registered with such offices and constituting Collateral;

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(c) The Revolving Administrative Agent shall have received the executed legal opinions of (i) Skadden, Arps, Slate, Meagher & Flom, LLP, special New York counsel to the Company, (ii) Loyens & Loeff N.V., Dutch counsel to the Administrative Agents, the Collateral Agent and the Lenders, (iii) Advokatfirman Vinge KB, Swedish counsel to the Administrative Agents, the Collateral Agent and the Lenders, (iv) Plesner Advokatpartnerselskab, Danish counsel to the Administrative Agents, the Collateral Agent and the Lenders (with respect to enforceability), (v) Gorrissen Federspiel Advokatpartnerselskab, Danish counsel to the Company (with respect to capacity), (vi) McCann FitzGerald, Irish counsel to the Administrative Agents, the Collateral Agent and the Lenders, and (vii) Cahill Gordon & Reindel (UK) LLP, UK counsel to the Administrative Agent, the Collateral Agent and the Lenders, in each case in customary form and substance;

(d) The Revolving Administrative Agent shall have received (i) customary corporate (or other organizational) resolutions from the Loan Parties and (ii) customary secretary’s (or equivalent) certificates with respect to each Loan Party, which shall append (x) the resolutions required by clause (i) hereof, (y) the charter or constitutional documents of the applicable Loan Party and (z) an incumbency certificate with respect to the applicable Loan Party;

(e) The Revolving Administrative Agent shall have received a letter from the Company starting that it will prepay all amounts outstanding under each Existing Total Produce RCF with the proceeds from the first Borrowing hereunder;

(f) The Revolving Administrative Agent shall have received a Solvency Certificate dated as of the Closing Date giving effect to the Closing Date Transactions;

(g) To the extent requested in writing at least ten Business Days prior to the Closing Date by the Administrative Agents, the Administrative Agents shall have received, at least five Business Days prior to the Closing Date, all documentation and other information relating to the Loan Parties as of the Closing Date that the Administrative Agents reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. If any Borrower on the Closing Date qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered to the Administrative Agents, at least five business days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower to the extent requested in writing by the Administrative Agents at least ten Business Days prior to the Closing Date;

(h) The Revolving Administrative Agent, the Revolving Arranger and the Revolving Lenders shall have received all fees and expenses due pursuant to any Loan Document required to be paid on or prior to the Closing Date to the extent, in the case of expenses, invoiced at least three Business Days prior to the Closing Date (which amounts may be offset against the proceeds of any Revolving Loans made on the Closing Date);

(i) The Revolving Administrative Agent shall have received a Note executed by the Initial Borrowers in favor of each Revolving Lender requesting a Note at least three Business Days prior to the Closing Date;

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(j) If any Loans are requested to be funded on the Closing Date, the Revolving Administrative Agent shall have received a Borrowing Request with respect thereto in accordance with Section 2.03; and

(k) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Closing Date.

SECTION 4.02. Certain Other Borrowings. The obligation of each Lender to make a Loan on the occasion of any Borrowing (but not a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit on and after the Closing Date (other than with respect to the initial Borrowing of Term B Loans on the IPO Closing Date) is subject to the satisfaction of the following conditions:

(a) unless such Borrowing is being incurred to fund a Limited Condition Acquisition with respect to which a LCT Election has been made, the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date; provided, that, if such Borrowing is being incurred to fund a Limited Condition Acquisition with respect to which a LCT Election has been made, the Specified Representations shall be true and correct in all material respects (except that any such representation and warranty that is qualified by materiality shall be true and correct in all respects) on the date of such Borrowing; and

(b) at the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing; provided that, if such Borrowing is being incurred to fund a Limited Condition Acquisition with respect to which a LCT Election has been made, such Event of Default condition shall be tested on the date of execution of the applicable acquisition or other purchase agreement or irrevocable notice governing such Limited Condition Acquisition.

Each Borrowing (but not a conversion or continuation of Loans) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on the date thereof as to the applicable matters specified in paragraphs (a) and (b) of this Section 4.02.

SECTION 4.03. Term B Borrowing on the IPO Closing Date. The obligations of the Lenders to make Term B Loans on the IPO Closing Date are subject to each of the following conditions being satisfied on or prior to the IPO Closing Date:

(a) The Closing Date shall have occurred;

(b) The Collateral and Guarantee Requirement (and the requirements of Section 5.09 hereof) shall have been satisfied with respect to the Loan Parties (including Dole US Holdings and any Subsidiary of Dole US Holdings that is required to become a Loan Party hereunder);

(c) The Term Administrative Agent shall have received the executed legal opinion of Skadden, Arps, Slate, Meagher & Flom, LLP, special New York counsel to the Company, dated the IPO Closing Date and in customary form and substance. The Company hereby requests such counsel to deliver such opinion;

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(d) The Term Administrative Agent shall have received (i) customary corporate (or other organizational) resolutions from the Loan Parties (to the extent not a Loan Party prior to the IPO Closing Date) and (ii) customary secretary’s (or equivalent) certificates with respect to each Loan Party (to the extent not a Loan Party prior to the IPO Closing Date), which shall append (x) the resolutions required by clause (i) hereof, (y) the charter or constitutional documents of the applicable Loan Party and (z) an incumbency certificate with respect to such applicable Loan Party;

(e) The Dole Refinancing shall have been consummated or shall be consummated substantially concurrently with the Borrowing of Term B Loans on the IPO Closing Date and all commitments, security interests and guarantees in connection therewith shall at such time be terminated and released (or customary arrangements with respect to such release and termination shall have been made);

(f) The Term Administrative Agent shall have received a Solvency Certificate dated as of the IPO Closing Date giving effect to the IPO Transactions;

(g) To the extent requested in writing at least ten Business Days prior to the IPO Closing Date by the Term Administrative Agent, the Term Administrative Agent shall have received, at least five Business Days prior to the IPO Closing Date, all documentation and other information relating to the Loan Parties that the Term Administrative Agent reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. If any Borrower on the IPO Closing Date qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered to the Term Administrative Agent, at least five Business Days prior to the IPO Closing Date, a Beneficial Ownership Certification in relation to such Borrower to the extent requested in writing by the Term Administrative Agent at least ten Business Days prior to the IPO Closing Date;

(h) The Administrative Agents, the Arrangers and the Lenders shall have received all fees and expenses due pursuant to any Loan Document required to be paid on or prior to the IPO Closing Date to the extent, in the case of expenses, invoiced at least three Business Days prior to the IPO Closing Date (which amounts may be offset against the proceeds of any Loans made on the IPO Closing Date);

(i) The Arrangers shall have received (i) the Dole Annual Financial Statements, (ii) the Dole Quarterly Financial Statements and (iii) the Pro Forma Financial Statements;

(j) The Specified Representations shall be true and correct in all material respects on the IPO Closing Date (unless such Specified Representations relate to an earlier date, in which case, such Specified Representations shall be true and correct in all material respects as of such earlier date);

(k) The Specified Transaction Agreement Representations shall be true and correct in all material respects on the IPO Closing Date; provided that the condition under this clause (k) shall be deemed satisfied unless Newco (or Newco’s Affiliate) has the right (taking into account any applicable notice and cure provisions) to terminate its (or their) obligations under the Transaction Agreement or decline to consummate the Merger (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Transaction Agreement;

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(l) Since February 16, 2021, there not occurring or having taken place a Material Adverse Effect (as defined in the Transaction Agreement) with respect to Dole US Holdings and its Subsidiaries on a consolidated basis;

(m) The Merger shall have been consummated in all material respects in accordance with the terms and conditions of the Transaction Agreement;

(n) The IPO shall have raised (or shall raise substantially concurrently with the Borrowing of Term B Loans on the IPO Closing Date) gross proceeds to Newco of not less than $400,000,000; and

(o) The Term Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03.

Notwithstanding anything set forth herein or in any other Loan Document to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the Borrowing of Term B Loans on the IPO Closing Date shall be (x) Specified Transaction Agreement Representations and (y) the Specified Representations and (ii) the terms of the Loan Documents shall not impair the availability of the Term B Loans on the IPO Closing Date if the conditions set forth in this Section 4.03 are satisfied (or waived by the Term B Lenders) (it being understood that (x) other than with respect to any UCC Filing Collateral and Stock Certificates (each as defined below), to the extent any Collateral or any Guarantee by a non-U.S. entity is not provided and/or perfected, as applicable, on the IPO Closing Date, the provision and/or perfection of such Collateral or the security interest in such Collateral or such Guarantee shall not constitute a condition precedent to the availability of the Term B Loans on the IPO Closing Date but, instead, may be accomplished within 90 days after the IPO Closing Date or such longer period as may be acceptable to the Administrative Agents in their reasonable discretion, (y) with respect to perfection of security interests in UCC Filing Collateral, the Loan Parties shall only be obligated to deliver, or cause to be delivered, on or prior to the IPO Closing Date, necessary Uniform Commercial Code financing statements to the Collateral Agent and to irrevocably authorize, and to cause the applicable Loan Parties to irrevocably authorize, in each case, the Collateral Agent to file necessary Uniform Commercial Code financing statements in such applicable Loan Party’s jurisdiction of organization (or such U.S. domestic jurisdiction as is otherwise required by the Uniform Commercial Code) and (z) with respect to perfection of security interests in Stock Certificates, the Loan Parties shall only be obligated to deliver, or cause to be delivered, on or prior to the Closing Date, Stock Certificates to the Collateral Agent; provided that Stock Certificates of the Acquired Business will only be required to be delivered on the Closing Date to the extent received by the Company after its use of commercially reasonable efforts to do so). For purposes hereof, (i) “UCC Filing Collateral” means the Collateral, excluding Stock Certificates, consisting solely of assets in which a security interest can be perfected by filing a Uniform Commercial Code financing statement; and (ii) “Stock Certificates” means the Collateral consisting of certificated Equity Interests representing capital stock of each of the direct U.S. wholly-owned material Subsidiaries of the Loan Parties required as Collateral hereunder for which a security interest can be perfected by delivering such certificates evidencing such certificated Equity Interests.

ARTICLE V

Affirmative Covenants

From the Closing Date until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or been Cash Collateralized on terms reasonably satisfactory to the applicable Issuing Bank and all L/C Disbursements shall have been reimbursed, the Borrowers covenant and agree with the Lenders that:

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SECTION 5.01. Financial Statements and Other Information. The Company will furnish to each Administrative Agent for distribution to the applicable Lenders:

(a) commencing with the Fiscal Year ending December 31, 2021, within (x) prior to the IPO Closing Date, one hundred and twenty (120) days after the end of each Fiscal Year of the Company and (y) after the IPO Closing Date, ninety (90) days after the end of each Fiscal Year of the Company (or, with respect to the first Fiscal Year ending following the IPO Closing Date, one hundred and twenty (120) days after the end of each Fiscal Year of the Company), the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries and related consolidated statements of operations and cash flows as of the end of and for such year, setting forth (where available) in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG or other independent public accountants of recognized national or global standing or such other accounting firm reasonably satisfactory to the Administrative Agents (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, except to the extent that such a “going concern” qualification or statement relates to (x) an upcoming maturity date of any Indebtedness occurring within one (1) year from the time such opinion is delivered or (y) any potential inability to satisfy the Financial Covenant) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations of the Company and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP or IFRS, as applicable;

(b) within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or, prior to the IPO Closing Date, after the end of the half-year period ending after the Closing Date) of the Company (or (x) with respect to the Fiscal Quarter ending September 30, 2021 (to the extent that the IPO Closing Date has occurred prior to such date), within seventy-five (75) days, and (y) with respect to any half-year period ending after the Closing Date and prior to the IPO Closing Date, within ninety (90) days), commencing with the financial half-year ending June 30, 2021, the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries and related consolidated statements of operations and cash flows as of the end of and for such Fiscal Quarter (or half-year period) and, if applicable, the then elapsed portion of the fiscal year, setting forth (where available) in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Company as presenting fairly in all material respects the financial position and results of operations of the Company and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP or IFRS, as applicable, subject to normal year-end audit adjustments and the absence of footnotes;

(c) no later than five (5) Business Days after any delivery of financial statements under clause (a) or (b) above, a certificate substantially in the form of Exhibit G executed by a Financial Officer of the Company (a “Compliance Certificate”) (w) certifying as to whether, to the knowledge of such Financial Officer, a Default has occurred and is continuing and, if so, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (x) in the case of a Compliance Certificate delivered with the financial statements under clause (a) above only, certifying as to whether the Company is in compliance with the Collateral Coverage Requirement for the applicable period, (y) setting forth reasonably detailed calculations of each of the Consolidated Net Leverage Ratio and Consolidated Secured Net Leverage as of the most recently-ended Test Period (z) in the case of any such certificate delivered for any Fiscal Year ending on or after December 31, 2022, setting forth reasonably detailed calculations of Excess Cash Flow for the applicable Excess Cash Flow Payment Period and the amount required to be paid pursuant to Section 2.10(b)(iii) on the relevant Excess Cash Flow Payment Date;

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(d) [Reserved];

(e) not more than 90 days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2021), a summary, internally-prepared consolidated budget for the following Fiscal Year (the “Financial Plan”), which Financial Plan shall be based on estimates, information and assumptions that the Company believes are reasonable at the time delivered to the Administrative Agents in light of the circumstances then existing (it being understood that projections are subject to uncertainties and actual results may differ materially from the projections and there is no assurance that any projections will be realized);

(f) promptly after the same become publicly available, copies of all annual, quarterly and current reports and proxy statements filed by the Company or any Restricted Subsidiary with the SEC;

(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Restricted Subsidiary, or compliance with the terms of this Agreement, as any Administrative Agent or any Lender (through any Administrative Agent) may reasonably request; and

(h) at any time there are any Unrestricted Subsidiaries, with each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, (i) the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (which may be in footnote form only) from such consolidated financial statements and (ii) a list of all Unrestricted Subsidiaries as of such date or confirmation that there has been no change in such information since the date of the last such list.

Financial statements and other information required to be delivered pursuant to Sections 5.01(a), 5.01(b), 5.01(f) and 5.02 shall be deemed to have been delivered if such statements or other information shall have been posted by the Company on its website or shall have been posted the Platform or are publicly available on the SEC’s website.

The Company acknowledges that (a) each Administrative Agent will make available information provided on or behalf of the Borrowers (the “Company Materials”) to the Lenders by posting such information on the Platform similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company, its subsidiaries or its securities) (each, a “Public Lender”). The Company agrees, at the request of either Administrative Agent, to identify that portion of the information to be provided to Public Lenders hereunder as “PUBLIC” and that such information will not contain material non-public information relating to the Company or its Subsidiaries (or any of their securities).

SECTION 5.02. Notices of Material Events. The Company will furnish to each Administrative Agent (for prompt notification to each Lender) prompt (but in any event within five (5) Business Days) written notice after any Financial Officer of the Company obtains knowledge of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Restricted Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect; and

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(c) the occurrence of any ERISA Event or Foreign Plan Event that, alone or together with any other ERISA Events or Foreign Plan Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Company will, and will cause each of the Company’s Material Subsidiaries that are Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence, and (ii) the rights, licenses, permits, privileges and franchises necessary to the conduct of their businesses, taken as a whole, except, in the case of the preceding clause (ii), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any transaction permitted under Section 6.03 or 6.11.

SECTION 5.04. Payment of Taxes. The Company will, and will cause each of the Company’s Restricted Subsidiaries to, pay before they become delinquent, as the case may be, all its federal and other (including foreign) material Taxes upon it or its Property, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) the Company or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP or IFRS, as applicable, or (b) the failure to make payment could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance.

(a) The Company will, and will cause each of the Company’s Material Subsidiaries that are Restricted Subsidiaries to, (i) keep and maintain all Property necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted and casualty or condemnation excepted, except if the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (ii) maintain, with insurance companies that the Company believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed or through self-insurance, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Promptly following the IPO Closing Date, each U.S. Loan Party will name the Collateral Agent as loss payee or mortgagee (if applicable), as its interest may appear, and/or additional insured, as applicable, with respect to any United States general and umbrella liability insurance providing liability coverage or covering in respect of any Collateral and, to the extent available to such U.S. Loan Party, cause each United States provider of any such United States insurance policy to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent prior written notice before any such policy or policies shall be canceled.

(b) If any portion of any Mortgaged Property is materially improved with a permanent structure and is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the Flood Insurance Laws, (x) maintain, or cause to be maintained, with a reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (y) deliver to the Collateral Agent evidence of such compliance.

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SECTION 5.06. Inspection Rights. The Company will, and will cause each of the Company’s Restricted Subsidiaries to, permit any representatives designated by the Collateral Agent or, during the continuance of an Event of Default, any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its senior officers and use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and condition of the Company and the Company’s Restricted Subsidiaries, all at such reasonable times during normal business hours and as often as reasonably requested; provided that no Loan Party or any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies of or abstracts from, or discussion of, any document, information or other matter that (x) constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Collateral Agent, any Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any applicable Law or any contractual obligation of the Company or its Restricted Subsidiaries (to the extent not entered into in contemplation of this Section 5.06) or (z) is subject to attorney-client or similar privilege or constitutes attorney work product and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided that in the event that if any Loan Party or Restricted Subsidiary does not provide information in reliance on this proviso, the Company shall provide notice to the Collateral Agent that such information is being withheld and, in the case of any information withheld due to the application of any confidentiality obligation, use its commercially reasonable efforts to obtain consent to provide such information. Notwithstanding anything to contrary contained herein or in any other Loan Document, unless an Event of Default has occurred and is continuing, such visits and inspections can occur no more frequently than once per year. The Collateral Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent accountants.

SECTION 5.07. Compliance with Laws; Compliance with Agreements. The Company will, and will cause each of the Company’s Restricted Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), in each case except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (ii) perform in all material respects its obligations under material agreements (other than in respect of Indebtedness) to which it is a party, in each case except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (iii) maintain in effect policies and procedures reasonably designed to promote compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, Anti-Corruption Laws and laws, rules, and regulations relating to Sanctions.

SECTION 5.08. Use of Proceeds. (i) The proceeds of the Revolving Loans made on the Closing Date will be used to finance the Closing Date Transactions, including the prepayment of outstanding amounts under the Existing Total Produce RCFs and/or the Total Produce Refinancing, and to pay related fees, costs and expenses, (ii) the proceeds of the Term B Loans made on the IPO Closing Date will be used to finance the Dole Refinancing and to pay fees, costs, and expenses related to the Transactions and (iii) the proceeds of the Revolving Loans made on the Closing Date may, and the proceeds of any other Loans made following the Closing Date will, be used to finance the working capital needs, and for general corporate purposes (including, without limitation, refinancing or repayment of existing Indebtedness, acquisitions and other Investments), of the Company and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or knowingly indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X.

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SECTION 5.09. Additional Security and Guarantees.

(a) Upon (x) the formation or acquisition of any new direct or indirect wholly owned Subsidiary (in each case, other than an Excluded Subsidiary) by the Company, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary, and (z) any designation by the Company of a Subsidiary as a Guarantor (to the extent required pursuant to clause (c) or clause (e) below) or an Additional Borrower:

(i) within sixty (60) days (or such longer period as the Collateral Agent may agree in in its discretion) after such formation, acquisition, cessation or designation, or such longer period as the Collateral Agent may agree in writing in its discretion, notify the Collateral Agent thereof and:

(A) cause each such Subsidiary (or, as applicable, its parent Loan Party) to duly execute and deliver to the applicable Administrative Agent or the Collateral Agent (as appropriate) (x) a joinder to the Guarantee Agreement, (y) with respect to any such Subsidiary that is a U.S. Subsidiary, a joinder to the U.S. Security Agreement, and (z) with respect to any such Subsidiary that is a Non-U.S. Subsidiary, any applicable Non-U.S. Security Document (or any joinder to any existing Non-U.S. Security Document) reasonably requested by the Collateral Agent, but subject to the limitations set forth in the Collateral and Guarantee Requirement and the Agreed Security Principles (and consistent to the extent applicable, with any Non-U.S. Security Document in effect on the Closing Date or executed pursuant to Section 5.09(d) hereof);

(B) cause each such Subsidiary (and the parent of each such Subsidiary that is a Loan Party) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent evidenced by a promissory note) that are required to be delivered pursuant to the applicable Collateral Documents, accompanied by (if relevant in the applicable jurisdiction and to the extent required to be delivered pursuant to the applicable Collateral Documents) undated stock powers or other appropriate instruments of transfer executed in blank;

(C) (x) with respect to any such Subsidiary that is a U.S. Subsidiary, take all actions required by the U.S. Security Agreement to cause the Lien created by the U.S. Security Agreement to be duly perfected in accordance with all applicable requirements of Law, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent and the execution and delivery of intellectual property security agreements to be filed in the United States Patent & Trademark Office, and (y) with respect to any such Subsidiary that is a Non-U.S. Subsidiary, take all actions required by the applicable Non-U.S. Security Document to which it is a party to cause the Lien created by such Non-U.S. Security Document to be duly perfected in accordance with all applicable requirements of Law, subject to the Agreed Security Principles and all other limitations and exceptions in the Loan Documents;

(D) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent a customary opinion of counsel to the Company or such Subsidiary with respect to the guarantee and security provided by such Subsidiary pursuant to this Section 5.09(a)(i); and

(ii) as promptly as practicable after the request therefor by the Applicable Administrative Agent or the Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property located in the United States, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Restricted Subsidiaries.

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(b) If any Material Real Property is acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien in favor of the Collateral Agent upon acquisition thereof) (including any Material Real Property of a Person that becomes a Loan Party on the IPO Closing Date), within sixty (60) days (or such longer period as the Collateral Agent may agree in its discretion) after such acquisition the Company will notify the Collateral Agent thereof and, if requested by the Collateral Agent, the applicable Loan Party shall take the actions required pursuant to clause (e) of the Collateral and Guarantee Requirement with respect to such Material Real Property (subject to the limitations contained therein) no later than the date that is sixty (60) days (or such longer period as the Collateral Agent may agree in its discretion) after the later of (x) confirmation from the Lenders that flood due diligence and flood insurance compliance as required by Section 5.05 hereto has been completed and (y) sixty (60) days after the acquisition by such Loan Party of such Material Real Property.

(c) Not later than (x) ninety (90) days after the Closing Date (or such longer period as the Collateral Agent may agree in its discretion) and (y) thereafter, concurrently with the delivery to the Administrative Agents of the financial statements required pursuant to Section 5.01(a), the Company shall designate such of its Restricted Subsidiaries that are organized or incorporated in an Agreed Security Jurisdiction as additional Guarantors to the extent necessary to ensure that the Obligations are guaranteed by material holding companies, being members of the Group that contribute, in the aggregate, a minimum of 80% of the Consolidated EBITDA, consolidated revenues and Consolidated Total Assets of the Group, in each case calculated on a consolidated basis and pursuant to generally accepted accounting principles (the “Collateral Coverage Requirement”). Upon designation of any such Restricted Subsidiary as an additional Guarantor in accordance with this Section 5.09(c), the Loan Parties and such designated Restricted Subsidiary shall comply with the other requirements of this Section 5.09 hereof and satisfy the Collateral and Guarantee Requirement with respect to such designated Restricted Subsidiary (within the applicable timeframes set forth in this Section 5.09, the definition of “Collateral and Guarantee Requirement” or any Collateral Document, as applicable), in each case subject to the applicable limitations set forth in this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Collateral Agent shall not be required to release any Guarantor from its obligations under the Loan Documents solely as a result of compliance with the Collateral Coverage Requirement.

(d) To the extent not completed prior to the Closing Date, the Company shall satisfy the requirements set forth on Schedule 5.09(d) on or prior to the dates set forth on such Schedule (or such later dates as shall be acceptable to the Collateral Agent).

(e) Notwithstanding anything to the contrary contained herein, the aggregate amount of total assets of wholly owned Subsidiaries of the Company organized in an Agreed Security Jurisdiction that do not become Guarantors solely because such Subsidiary is an Immaterial Subsidiary (and not because such Subsidiary satisfies any other clause of the definition of “Excluded Subsidiary”) shall not exceed 10.0% of the Consolidated Total Assets of the Company for the most recently ended Test Period (calculated on a Pro Forma Basis) for which financial statements have been delivered pursuant to Section 5.01(a) hereof (it being understood that the calculation of total assets for such purposes shall exclude any equity investment) and the Company may designate additional wholly owned Subsidiaries organized in an Agreed Security Jurisdiction as Guarantors in order to satisfy this requirement.

SECTION 5.10. Maintenance of Ratings. From and after the IPO Closing Date, the Company will use commercially reasonable efforts to cause the Term B Loans and the Company to become and continue to be rated by both S&P and Moody’s (but not to maintain a specific rating).

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SECTION 5.11. Lender Calls. At the request of the Term Administrative Agent, the Company shall, within 30 days after the financial statements of the Company are delivered as required by Section 5.01(b) above after the IPO Closing Date (or such later date as the Term Administrative Agent and the Company shall agree), hold a meeting (which shall be by conference call or teleconference), at a time selected by the Company and reasonably acceptable to the Term Administrative Agent, with all of the Lenders that choose to participate, to review the financial results of the previous Fiscal Quarter and the financial condition of the Company and its Subsidiaries; provided, that notwithstanding the foregoing, the requirement set forth in this Section 5.11 may be satisfied with a public earnings call.

SECTION 5.12. Designation of Subsidiaries. Following the Closing Date, the Company may at any time designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, and (ii) immediately after giving effect to such designation, the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis, shall not exceed 3.00 to 1.00. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Company therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiaries’, as applicable, Investments in such Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Company’s or its Subsidiaries’, as applicable, Investment in such Subsidiary.

SECTION 5.13. Further Assurances. Promptly upon reasonable request by the Collateral Agent, the Company shall, or shall cause any applicable Loan Party to, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Intercreditor Agreement or any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of any Intercreditor Agreement or the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement and the Agreed Security Principles, as applicable, and in each case subject to any applicable limitations set forth herein or in any other Loan Document.

SECTION 5.14. Existing Total Produce RCFs. The Company shall pay (or shall cause to be paid) all amounts outstanding under the Existing Total Produce RCFs with the proceeds of the first Borrowing hereunder.

ARTICLE VI

Negative Covenants

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SECTION 6.01. Indebtedness. The Company will not create, incur, or assume, and will not permit any Restricted Subsidiary to create, incur, or assume, any Indebtedness, except each of the following shall be permitted:

(a) Indebtedness created under the Loan Documents (including, if the conditions set forth in Section 4.03 are satisfied or waived, the Term B Loans);

(b) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 or that could be incurred on the Closing Date pursuant to commitments set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b);

(c) Indebtedness of (i) any Loan Party to any other Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party to the Company or any other Restricted Subsidiary, and (iii) any Loan Party to any Restricted Subsidiary that is not a Loan Party; provided that any Indebtedness any Loan Party incurred in reliance on this subclause (iii) in an aggregate outstanding principal amount in excess of $10,000,000 (determined on an individual basis) shall be subordinated to the Obligations of the issuer of such Indebtedness;

(d) Guarantees of Indebtedness of the Company or any Restricted Subsidiary, all to the extent permitted by Section 6.05;

(e) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets and the proceeds and products thereof, accessions thereto and improvements thereon prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that, if the IPO Closing Date occurs, the aggregate principal amount of Indebtedness incurred in reliance on this clause (e) then outstanding shall not exceed, at the time of incurrence thereof, the sum of (A) the greater of (x) $114,000,000 and (y) 30% of LTM Consolidated EBITDA (measured as of the date such Indebtedness is incurred) and (B) solely in the case of any Indebtedness to finance the acquisition and construction of ships or vessels, $25,000,000;

(f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;

(g) Indebtedness in respect of letters of credit, bank guarantees or similar instruments for the account of Subsidiaries that are not Loan Parties; provided that, if the IPO Closing Date occurs, at the time of incurrence thereof the aggregate principal amount of Indebtedness incurred in reliance on this (g) then outstanding shall not exceed the greater of (x) $57,000,000 and (y) 15% of LTM Consolidated EBITDA (measured as of the date such Indebtedness is incurred);

(h) Permitted JV Guarantee Obligations;

(i) (x) Indebtedness incurred in connection with grower loan programs; provided that, if the IPO Closing Date occurs, at the time of incurrence thereof the aggregate principal

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amount of Indebtedness incurred in reliance on this (i) then outstanding shall not exceed the greater of (1) $133,000,000 and (2) 35% of LTM Consolidated EBITDA (measured as of the date such Indebtedness is incurred) and (y) unsecured Indebtedness of the Company or any of its Restricted Subsidiaries evidenced by a Guarantee of Indebtedness permitted pursuant to preceding subclause (x) of this clause (i);

(j) Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that, if the IPO Closing Date occurs, at the time of incurrence thereof the aggregate principal amount of Attributable Receivables Indebtedness incurred in reliance on this (j) then outstanding shall not exceed the greater of (i) $285,000,000 and (ii) 75% of LTM Consolidated EBITDA (measured as of the date such Indebtedness is incurred);

(k) Indebtedness of Subsidiaries that are not Loan Parties; provided that, if the IPO Closing Date occurs, at the time of incurrence thereof the aggregate principal amount of Indebtedness incurred in reliance on this (k) then outstanding shall not exceed $150,000,000;

(l) Indebtedness under Swap Agreements entered into in the ordinary course of business and not for speculative purposes;

(m) Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations, including guarantees or obligations of the Company or any Restricted Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed;

(n) Indebtedness in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII;

(o) customer deposits and advance payments received in the ordinary course of business from customers of goods purchased in the ordinary course of business;

(p) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, deferred purchase price, indemnification obligations, obligations under deferred compensation, payment obligations in respect of any non-compete, consulting or similar arrangement or similar arrangements and similar items incurred in connection with Dispositions, Permitted Acquisitions or other sales or purchases of assets (including the Merger) not prohibited by Section 6.05 or 6.11;

(q) (i) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary and not created in contemplation thereof; provided that, immediately after giving effect to the acquisition of such Person, on a Pro Forma Basis the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00 and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (q);

(r) Indebtedness in the form of reimbursements owed to officers, directors, consultants and employees and obligations in respect of deferred compensation to officers and employees of the Company and its Restricted Subsidiaries;

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(s) Indebtedness consisting of obligations to make payments to current or former officers, directors and employees, their respective estates, spouses or former spouses with respect to the cancellation, or to finance the purchase or redemption, of Equity Interests of the Company to the extent permitted by Section 6.04;

(t) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(u) Indebtedness consisting of (i) the financing of insurance premiums with the providers of such insurance or their affiliates or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(v) Non-U.S. Jurisdiction Deposits;

(w) (i) additional Indebtedness of the Company or any of its Restricted Subsidiaries with no scheduled payments of principal occurring prior to the date that is 91 days after the Term B Loan Maturity Date so long as (x) no Event of Default has occurred and is continuing or would arise immediately after giving effect thereto and (y) on a Pro Forma Basis the Consolidated Net Leverage Ratio (excluding the cash proceeds of the Indebtedness being incurred) as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00 and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (w); provided that, if the IPO Closing Date occurs, at the time of incurrence thereof the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties incurred in reliance on this (w) then outstanding shall not exceed the greater of (1) $57,000,000 and (2) 15% of LTM Consolidated EBITDA (measured as of the date such Indebtedness is incurred) except as contemplated by the definition of “Permitted Refinancing Indebtedness”;

(x) other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that, if the IPO Closing Date occurs, at the time of incurrence thereof the aggregate principal amount of Indebtedness incurred in reliance on this (x) then outstanding shall not exceed the greater of (i) $57,000,000 and (ii) 15% of LTM Consolidated EBITDA (measured as of the date such Indebtedness is incurred);

(y) Indebtedness in respect of Investments permitted by Section 6.05(t);

(z) following the IPO Closing Date, Incremental Substitute Indebtedness and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (z);

(aa) Credit Agreement Refinancing Indebtedness and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (aa);

(bb) additional unsecured Indebtedness of the Company consisting of unsecured guarantees of (i) obligations (which guaranteed obligations do not themselves constitute Indebtedness) of one or more Restricted Subsidiaries of the Company, (ii) leases pursuant to which one or more Restricted Subsidiaries of the Company are the respective lessees and (iii) Indebtedness of the type permitted pursuant to clause (p);

(cc) Indebtedness of the Company which may be deemed to exist under its non-qualified excess savings plan for employees;

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(dd) Indebtedness incurred under any uncommitted working capital facility of a Restricted Subsidiary that is not a Loan Party so long as (i) no amounts are outstanding under such working capital facility for a period of at least 30 consecutive days in each calendar year and (ii) such working capital facility does not at any time exceed $125,000,000 (or the equivalent thereof in the relevant currency);

(ee) Indebtedness incurred in connection with a sale-leaseback transaction permitted pursuant to Section 6.11(x);

(ff) Indebtedness arising under a declaration of joint and several liability used for the purpose of section 2:403 Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) Dutch Civil Code);

(gg) Indebtedness arising by operation of law and as a result TP Dutch Holdings and any of its Restricted Subsidiaries being part of a fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or Dutch VAT purposes;

(hh) to the extent constituting Indebtedness, (i) contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to any real property of the Company and its Restricted Subsidiaries and (iii) obligations in connection with repurchase agreements constituting Cash Equivalents at the time such Investment was made; and

(ii) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (hh) above.

For purposes of determining compliance with this Section 6.01, (a) the outstanding principal amount of any item of Indebtedness shall be counted only once, and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness incurred in compliance with this covenant shall be disregarded, and (b) if an item of Indebtedness meets the criteria of more than one of the categories described in clauses (a) through (ii) above, the Company may, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant and may from time to time reclassify such item of Indebtedness in any manner in which such item could be incurred at the time of such reclassification. Notwithstanding anything to the contrary contained herein, at any time prior to the IPO Closing Date, this Section 6.01 shall not restrict the creation, incurrence or assumption by any Loan Party of any Indebtedness and shall only restrict the incurrence of Indebtedness from and after the Closing Date and prior to the IPO Closing Date by Restricted Subsidiaries that are not Loan Parties if at the time of incurrence of such Indebtedness and immediately after giving effect thereto (and the use of proceeds thereof) the aggregate outstanding principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties incurred after the Closing Date (other than any uncommitted working capital facility of any Restricted Subsidiary that is not a Loan Party so long as (i) no amounts are outstanding under such working capital facility for a period of at least 30 consecutive days in each calendar year and (ii) such working capital facility does not at any time exceed $125,000,000 (or the equivalent thereof in the relevant currency)) exceeds an amount equal to 12.5% of Consolidated Total Assets of the Company for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) hereof.

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SECTION 6.02. Liens. The Company will not, and will not permit any Restricted Subsidiary to, create, incur, or assume any Lien on any Property now owned or hereafter acquired by it, except:

(a) Permitted Encumbrances;

(b) Liens pursuant to any Loan Document;

(c) any Lien on any Property of the Company or any Restricted Subsidiary or the Acquired Business existing on the Closing Date and set forth in Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other Property of the Company or any Restricted Subsidiary other than (A) improvements and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and (ii) such Lien shall secure only those obligations which it secures on the Closing Date and any Permitted Refinancing Indebtedness in respect thereof;

(d) any Lien existing on any Property prior to the acquisition thereof by the Company or any Restricted Subsidiary or existing on any Property of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other Property of the Company or any other Restricted Subsidiary (other than the proceeds or products thereof and other than improvements and after-acquired property that is affixed or incorporated into the Property covered by such Lien) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and Permitted Refinancing Indebtedness in respect thereof;

(e) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Company or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancing Indebtedness permitted by clause (e) of Section 6.01) are incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair or replacement or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not, except as otherwise permitted by this Section 6.02, apply to any other Property of the Company or any Restricted Subsidiary except for accessions to such Property, Property financed by such Indebtedness and the proceeds and products thereof; provided further that individual financings of assets subject to such Liens provided by one lender may be cross-collateralized to other financings provided by such lender;

(f) rights of setoff and similar arrangements and Liens in respect of Cash Management Obligations and rights in favor of depository and securities intermediaries (including rights of setoff) to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing);

(g) any Lien entered into in connection with or incidental to a Permitted Receivables Facility permitted by Section 6.01(j);

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(h) Liens (i) on “earnest money” or similar deposits or other cash advances in connection with acquisitions and other investments permitted by Section 6.05 or (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 6.11 including customary rights and restrictions contained in such agreements;

(i) Liens on cash and Cash Equivalents securing Indebtedness permitted by Section 6.01(l) or (g);

(j) Liens on Property of Restricted Subsidiaries that are not Loan Parties in connection with Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted by Section 6.01(g) or (k);

(k) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or any Restricted Subsidiary or (ii) secure any Indebtedness;

(l) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of banker’s acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;

(m) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits;

(n) Liens on property or Equity Interests (i) of any Subsidiary that is not a Loan Party and (ii) that do not constitute Collateral, which Liens secure Indebtedness and other obligations of such Subsidiary that is not a Loan Party permitted under Section 6.01;

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business not prohibited by this Agreement;

(p) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.05;

(q) rights of setoff relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

(r) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Company or any Restricted Subsidiary;

(s) Liens on equipment owned by the Company or any Restricted Subsidiary and located on the premises of any supplier and used in the ordinary course of business and not securing Indebtedness;

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(t) any restriction or encumbrance (including customary rights of first refusal and tag, drag and similar rights) with respect to the pledge or transfer of Equity Interests of (x) any Unrestricted Subsidiary, (y) any Subsidiary that is not a wholly-owned Subsidiary or (z) the Equity Interests in any Person that is not a Subsidiary;

(u) Liens not otherwise permitted by this Section 6.02, provided that, following the IPO Closing Date, a Lien shall be permitted to be incurred pursuant to this clause (u) only if at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such Lien) by Liens outstanding pursuant to this clause (u) would not exceed the greater of (x) $76,000,000 and (y) 20% of LTM Consolidated EBITDA (measured at the time of incurrence thereof);

(v) Liens on any Property of (i) any Loan Party in favor of any other Loan Party and (ii) any Restricted Subsidiary that is not a Loan Party in favor of the Company or any other Restricted Subsidiary;

(w) Liens on the Collateral of the Loan Parties securing Indebtedness of the Loan Parties permitted by Section 6.01(z) or (aa) so long as the holders of such Indebtedness, or a trustee or agent acting on their behalf, are parties to the First Lien Intercreditor Agreement or a Junior Lien Intercreditor Agreement, as applicable;

(x) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(y) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(z) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers;

(aa) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(bb) restrictions imposed in the ordinary course of business and consistent with past practices on the sale or distribution of designated inventory pursuant to agreements with customers under which such inventory is consigned by the customer or such inventory is designated for sale to one or more customers;

(cc) Liens over promissory notes evidencing grower loans pledged in favor of financial institutions securing Indebtedness permitted to be incurred pursuant to clause (i) of Section 6.01;

(dd) Liens on the Collateral securing Indebtedness permitted by Section 6.01(w); provided that such Liens are junior to the Liens securing the Obligations pursuant to the terms of a Junior Lien Intercreditor Agreement;

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(ee) Liens (i) on property or assets used to defease or to satisfy and discharge Indebtedness and (ii) in favor of a trustee in an indenture relating to any Indebtedness to the extent such Liens secure only customary compensation and reimbursement obligations of such trustee; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement;

(ff) Liens arising in connection with sale-leaseback transactions permitted under Section 6.11;

(gg) Liens on any Property securing Indebtedness permitted by Section 6.01(c), (t), (x), and (ee); provided, that, with respect to Liens securing Indebtedness permitted by Section 6.01(c) and (t), such Liens shall be subordinated to the Liens granted hereunder, to the extent the grantor is a Loan Party;

(hh) any Lien or right of set-off arising under the general banking conditions (algemene bankvoorwaarden) (other than in respect of costs incurred in relation to administering of the respective bank accounts) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any foreign equivalent thereof;

(ii) Liens on cash or Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending the release from) escrow of any Credit Agreement Refinancing Debt;

(jj) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(kk) Liens securing letters of credit issued or incurred in the ordinary course of business and permitted pursuant to Section 6.01.

SECTION 6.03. Fundamental Changes. The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that:

(a) any Subsidiary may be merged or consolidated with or into any Person and any Subsidiary may be liquidated or dissolved or change its legal form, in each case in order to consummate any Investment otherwise permitted by Section 6.05 or Disposition otherwise permitted by Section 6.11; provided that if any Borrower is a party to any such merger or consolidation transaction, such Borrower shall be the surviving Person in such merger or consolidation;

(b) any Loan Party may merge or consolidate with any other Person in a transaction in which a Loan Party is the surviving Person in such merger or consolidation;

(c) any Subsidiary that is not a Loan Party may merge or consolidate with (i) any other Subsidiary that is not a Loan Party or (ii) any Loan Party in a transaction in which a Loan Party is the surviving Person in such merger or consolidation;

(d) the Company may be consolidated with or merged into any Person; provided that any Investment in connection therewith is otherwise permitted by Section 6.05; and provided further that, simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Company is merged shall expressly assume all obligations of the Company under the Loan Documents, (y) the Person formed by such consolidation or into which the Company is merged shall be a corporation, limited liability company or limited partnership organized under the laws of Ireland or the United States and shall take all actions as may be required to preserve

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the enforceability of the Loan Documents and validity and perfection of the Liens of the Collateral Documents and (z) the Company shall have delivered to each Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; and

(e) (i) any Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary that is a Loan Party (other than any Borrower) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, so long as, in the case of clause (ii) only, (x) such Restricted Subsidiary is an Immaterial Subsidiary and (y) on a Pro Forma Basis after giving effect to such dissolution, the Collateral Coverage Requirement and the requirement set forth in Section 5.09(e) are satisfied.

SECTION 6.04. Restricted Payments. From and after the IPO Closing Date, the Company will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payment, except:

(a) the Company or any Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in Qualified Equity Interests;

(b) each Restricted Subsidiary may make Restricted Payments to the Company or any other Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Company and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of such Equity Interests);

(c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for present or former officers, directors, consultants or employees (or any affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees thereof) of the Company and its Subsidiaries in an amount, following the IPO Closing Date, not to exceed (i) $40,000,000 in any Fiscal Year (with any unused amount of such base amount available for use in the next two succeeding Fiscal Years, subject to a maximum of $80,000,000), plus (ii) all net cash proceeds obtained from any key-man life insurance policies received by the Company or its Restricted Subsidiaries, plus (iii) the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Company, in each case to any future, present or former employees, directors, managers or consultants of the Company or any of its Subsidiaries that occurs after the Closing Date; provided that the amount of such cash proceeds utilized for any such repurchase, retirement or other acquisition or retirement for value will not increase the Available Amount; provided, that cancellation of Indebtedness owing in connection with a repurchase of Equity Interests of the Company will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; provided, further, that, the Company may elect to apply all or any portion of the aggregate increases contemplated by clauses (ii)-(iv) in any Fiscal Year;

(d) to the extent constituting Restricted Payments, the Company and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.03, 6.05 (other than Section 6.05(r)), 6.07 (other than Section 6.07(a)) or 6.11 (other than Section 6.11(e));

(e) repurchases of Equity Interests in the Company or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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(f) the Company may cancel a portion of any equity compensation award in connection with the payment of withholding taxes by the Company and its Restricted Subsidiaries thereon on behalf of employees, officers and directors of the Company and its Subsidiaries;

(g) the Company may make other Restricted Payments in an aggregate amount not to exceed, following the IPO Closing Date, the sum of (x) the greater of (i) $28,500,000 and (ii) 7.5% of LTM Consolidated EBITDA (calculated at the time such Restricted Payment is made) less the aggregate principal amount of Specified Indebtedness repurchased or prepaid pursuant to Section 6.06(a)(iv)(A), plus (y) the Available Amount and, at the Company’s option, the amount of cash received by the Company in respect of Investments made pursuant to Section 6.05(l) (not to exceed the amount originally contributed to the Company as the basis for making such Investments) that have not been otherwise been applied; provided that the Company may only make the Restricted Payments permitted under the foregoing clause (g) so long as (A) no Event of Default has occurred and is continuing or would arise immediately after giving effect to such Restricted Payment and (B) if such Restricted Payment is made in reliance of clause (iii) of the Available Amount pursuant to clause (g)(y) above, after giving pro forma effect to such Restricted Payment, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00;

(h) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of the Company;

(i) [reserved];

(j) Restricted Payments may be made pursuant to this Section 6.04 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof (it being understood such Restricted Payment shall be deemed to have made under the applicable exception that it would have been permitted to be made under on such date of declaration for purposes of determining utilization thereunder);

(k) payments in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant relating to their acquisition of, or exercise of options relating to, Equity Interests of the Company;

(l) Restricted Payments pursuant to the IPO Transactions;

(m) each of the Company and the Restricted Subsidiaries may make Restricted Payments necessary to (i) consummate the Transactions and (ii) satisfy any payment obligations owing under the Transaction Agreement;

(n) so long as no Event of Default shall have occurred and is continuing or would result therefrom, Restricted Payments used to make quarterly dividends on the common stock or common Equity Interests of the Company of such common stock or common Equity Interests, in an aggregate amount not to exceed, after the IPO Closing Date, $50,000,000 during any calendar year;

(o) [reserved];

(p) so long as no Event of Default shall have occurred and is continuing or would result therefrom, additional Restricted Payments; provided that, after giving effect thereto on a Pro Forma Basis, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 2.50 to 1.00; and

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(q) Restricted Payments made with proceeds of issuances of, or capital contributions with respect to, Qualified Equity Interests of the Company to the extent contributed to the Company and not included in the Available Amount or utilized as the basis for any other Investment, Restricted Payment or payment in respect of Specified Indebtedness.

For purposes of determining compliance with this covenant, in the event that a Restricted Payment (or portion thereof) meets the criteria of more than one of the categories described in clauses (a) through (q) above, the Company will be entitled to classify such Restricted Payment on the date of its payment and/or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or portion thereof) in any manner that complies with this Section 6.04.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Company acting in good faith.

SECTION 6.05. Investments. The Company will not, and will not allow any of its Restricted Subsidiaries to make or hold any Investments, except:

(a) Investments by the Company or a Restricted Subsidiary in cash and Cash Equivalents;

(b) loans or advances to officers, directors, consultants and employees of the Company and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Company, provided that the amount of such loans and advances shall be contributed to the Company in cash as common equity, and (iii) for purposes not described in the foregoing subclauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000;

(c) Investments by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Company or any Restricted Subsidiary, (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party, (iv) the Company or any Restricted Subsidiary in any Unrestricted Subsidiary or joint venture, and (v) any Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated as a Restricted Subsidiary, so long as such Investments were not made in contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary; provided that at the time of the making of any such Investment in reliance on the foregoing subclause (iii) the aggregate then outstanding amount of all such Investments made in reliance on the foregoing subclause (iii) (excluding any intercompany accounts payable and receivable, guarantee fees and transfer pricing arrangements) shall not exceed the greater of $100,000,000 and (y) 25% of LTM Consolidated EBITDA (measured at the time such Investment is made); provided further that at the time of the making of any such Investment in reliance on the foregoing subclause (iv) the aggregate then outstanding amount of all such Investments made pursuant in reliance on the foregoing subclause (iv) (excluding any intercompany accounts payable and receivable, guarantee fees and transfer pricing arrangements) shall not exceed the greater of $57,000,000 and (y) 15% of LTM Consolidated EBITDA (measured at the time such Investment is made);

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(d) (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(e) Investments resulting from the receipt of promissory notes and other non-cash consideration in connection with any Disposition permitted by Section 6.11(c)(i), (i), (j), (k), (l) or (n) or Restricted Payments permitted by Section 6.04;

(f) (i) Investments existing or contemplated on the Closing Date and set forth on Schedule 6.05(f) and any modification, replacement, renewal, reinvestment or extension thereof, (ii) Investments existing on the Closing Date (or the IPO Closing Date, with respect to Investments by the Acquired Business) by the Company or any Restricted Subsidiary in the Company or any other Restricted Subsidiary and any modification, renewal or extension thereof and (iii) Investments resulting from the IPO Transactions; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.05;

(g) Investments in Swap Agreements permitted under Section 6.01(l);

(h) Permitted Acquisitions, including, for the avoidance of doubt, any Investment in any Restricted Subsidiary in an amount required to permit such Restricted Subsidiary to consummate a Permitted Acquisition, which amount is actually applied by such Restricted Subsidiary to consummate such Permitted Acquisition substantially concurrently with the making of such Investment;

(i) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties;

(j) Investments in the ordinary course of business consisting of endorsements for collection or deposit;

(k) Investments in the ordinary course of business consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons;

(l) any Investment; provided that the amount of such Investment (valued at cost) does not exceed the Available Amount at the time such Investment is made; provided further that no Event of Default has occurred and is continuing at the time such Investment is made or would arise immediately after giving effect to such Investment;

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(m) advances of payroll payments, fees or other compensation to officers, directors, consultants or employees, in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(n) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of the Company;

(o) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance with Section 6.03 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(p) lease, utility and other similar deposits in the ordinary course of business;

(q) loans or advances by the Company or any Restricted Subsidiary of the Company in connection with grower loan programs; provided that at the time any such loan or advance is made the aggregate then outstanding principal amount of all such loans and advances made in reliance on this clause (q) shall not exceed the greater of (x) $190,000,000 and (y) 50% of LTM Consolidated EBITDA (measure at the time such loan or advance is made), determined without regard to write-downs or write-offs thereof;

(r) Investments resulting from the creation of a Lien permitted under Section 6.02 and Investments resulting from Dispositions permitted under Section 6.03(b), Section 6.11(j) or Section 6.11(k), Restricted Payments permitted under Section 6.04 and payments in respect of Indebtedness not prohibited by Section 6.06;

(s) transfers of Receivables Assets in connections with Permitted Receivables Facilities and any other customary Investments in connection with any Permitted Receivables Facilities;

(t) any Investment; provided that an Investment shall be permitted to be made pursuant to this clause (t) only if at the time such Investment is made the aggregate amount of Investments outstanding at such time (including such Investment) made in reliance on this clause (t) would not at such time exceed the greater of (x) $100,000,000 and (y) 25% of LTM Consolidated EBITDA (measured at the time such Investment is made);

(u) any equity Investment by any Loan Party in any Restricted Subsidiary of such Loan Party which is required by Law to maintain a minimum net capital requirement or as may be otherwise required by applicable Law;

(v) Investments made with proceeds of issuances of, or capital contributions with respect to, Qualified Equity Interests of the Company, in each case, to the extent contributed to the Company and not included in the Available Amount or utilized as the basis for any other Investment, Restricted Payment or payment in respect of Specified Indebtedness;

(w) (i) Guarantees permitted or not prohibited by Section 6.01, (ii) Guarantees by (A) any Loan Party of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by any Restricted Subsidiary in the

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ordinary course of business and (B) any Restricted Subsidiary that is not a Loan Party of operating leases (other than Capital Lease Obligations) or of obligations that do not constitute Indebtedness, in each case, entered into by any Restricted Subsidiary that is not a Loan Party in the ordinary course of business; and (iii) Guarantees incurred in respect of customary indemnification and purchase price adjustment obligations of any Loan Party or Restricted Subsidiary incurred in connection with Dispositions or Investments permitted by this Agreement;

(x) so long as no Event of Default exists at the time such investment is made or would result therefrom, additional Investments; provided that, after giving effect thereto on a Pro Forma Basis, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 2.75 to 1.00; and

(y) Investments in Subsidiaries in connection with internal reorganizations and/or restructurings and activities related to tax planning; provided that, immediately after giving effect to any such reorganization, restructuring or activity, neither the guaranties provided by the Guarantors, taken as a whole, nor the security interest of the Collateral Agent in the Collateral, taken as a whole, is materially impaired;

(z) Permitted JV Guarantee Obligations;

(aa) prior to the IPO Closing Date, the Company and any of its Restricted Subsidiaries may make any Investments so long as the Company is in compliance with Section 18.1.15 and 18.1.16 of the Rabo RCF (as in effect on the Closing Date); and

(bb) Investments made by the Company and the Restricted Subsidiaries with the Net Cash Proceeds of any Asset Sale or Casualty Event to the extent such proceeds are applied in accordance with Section 2.10(b)(i) (to the extent required by such Section).

For purposes of covenant compliance with this Section 6.05, the amount of any Investment shall be the aggregate investment at the time such Investment is made, without adjustment for subsequent increases or decreases in the value of such Investment or accrued and unpaid interest or cash dividends thereon, less all dividends or other cash distributions or any other amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment. For the avoidance of doubt, if an Investment would be permitted under any provision of this Section 6.05 (other than Section 6.05(h)) and as a Permitted Acquisition, such Investment need not satisfy the requirements otherwise applicable to Permitted Acquisitions unless such Investment is consummated in reliance on Section 6.05(h). For purposes of determining compliance with this Section 6.05, in the event that an Investment (or portion thereof) meets the criteria of more than one of the categories described in clauses (a) through (cc) above, the Company will be entitled to classify such Investment on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such Investment (or portion thereof) in any manner that complies with this Section 6.05.

SECTION 6.06. Prepayments, Etc. of Indebtedness.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy, in each case in cash prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest, paid-in-kind interest, and payments of fees, expenses and indemnification obligations as and when due shall be permitted) any Specified Indebtedness or make any payment in violation of any subordination terms of any Specified Indebtedness, except (i) refinancing of Specified Indebtedness with the Net Cash Proceeds

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of any Permitted Refinancing Indebtedness in respect thereof, (ii) payments upon the conversion of any Specified Indebtedness to cash or Qualified Equity Interests of the Company in accordance with its terms and the repurchase of any Specified Indebtedness required by the terms thereof, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness, in an aggregate amount not to exceed the sum of (A) the greater of (x) $28,500,000 and (y) 7.5% of LTM Consolidated EBITDA (measured at the time such prepayment, redemption, purchase, defeasance or other payment is made) minus the amount of Restricted Payments made pursuant to Section 6.04(g)(x) plus (B) the Available Amount and, at the Company’s option, the amount of cash received in respect of Investments made pursuant to Section 6.05(l) (not to exceed the amount originally contributed to the Company as the basis for making such Investments) that have not been otherwise been applied so long as (A) no Event of Default has occurred and is continuing or would arise after giving effect to such prepayment, redemption, purchase, defeasance or other payment and (B) in the case of any such prepayment, redemption, purchase, defeasance or other payment made in reliance on clause (iii) of the Available Amount pursuant this Section 6.06(a)(iv)(B), after giving pro forma effect to such prepayment, redemption, purchase, defeasance or other payment, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00, (v) the prepayments of Indebtedness of Restricted Subsidiaries that are not Loan Parties by Restricted Subsidiaries that are not Loan Parties, (vi) as part of an applicable high yield discount obligation catch-up payment, (vii) prepayments, redemptions, purchases, defeasances and other payments with respect to the Total Produce Note Purchase Agreements and/or to effect the Total Produce Refinancing and/or the Dole Refinancing, (viii) prepayments, redemptions, purchases, defeasances and other payments in respect of Specified Indebtedness with proceeds from Qualified Equity Interests not added to the Available Amount, (ix) so long as no Event of Default exists at the time of any such prepayment, redemption, purchase, defeasance or other payment or would result therefrom, additional prepayments, redemptions, purchases defeasances, or other payments; provided that, after giving effect thereto on a Pro Forma Basis, the Consolidated Net Leverage Ratio as of the last day of the most recent fiscal period of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 2.00 to 1.00 (or, following the IPO Closing Date, 2.50 to 1.00), (x) to the extent they constitute Specified Indebtedness, the Company and the Restricted Subsidiaries may pay all obligations owing under the Transaction Agreement (including any tax benefits payable thereunder) and (xi) prior to the to the IPO Closing Date, any prepayments, redemptions, purchases, defeasances and other payments of Indebtedness.

For purposes of determining compliance with this Section 6.06(a), in the event that a prepayment, redemption, purchases, defeasance or other payment (or portion thereof) meets the criteria of more than one of the categories described in clauses (i) through (xi) above, the Company will be entitled to classify such prepayment on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such prepayment (or portion thereof) in any manner that complies with this Section 6.06(a).

(b) The Company will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Specified Indebtedness.

SECTION 6.07. Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates involving aggregate payments in excess of $10,000,000 (or, following the IPO Closing Date, $15,000,000), except (a) at prices and on terms and conditions substantially as favorable to the Company or such Restricted Subsidiary (in the good faith determination of the Company) as could reasonably be

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obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its Restricted Subsidiaries and any entity that becomes a Restricted Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the boards of directors (or similar governing body) of the Company or such Restricted Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Investments, Restricted Payments and other payments, contributions and loans permitted under Section 6.04, 6.05 or 6.06, (f) employment, incentive, benefit, consulting and severance arrangements entered into in the ordinary course of business with officers, directors, consultants and employees of the Company or its Restricted Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Company), (h) the Transactions, (i) the issuance of Qualified Equity Interests of the Company and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.07, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.07(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Company) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Company, its Restricted Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement and (m) the provision of services to directors or officers of the Company or any of its Restricted Subsidiaries of the nature provided by the Company or any of its Restricted Subsidiaries to customers in the ordinary course of business or transactions substantially similar to those that have been disclosed in the Company’s (i) prior to the IPO Closing Date, proxies with respect to annual general meetings filed with The Irish Stock Exchange plc, trading as Euronext Dublin or (ii) after the IPO Closing Date, annual proxy statements filed with the SEC.

SECTION 6.08. Changes in Fiscal Year. Except with the written consent of each Administrative Agent then party hereto, the Company will not change its fiscal year end (except to a fiscal year ending December 31).

SECTION 6.09. Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Company will not:

(a)

Prior to the IPO Closing Date, permit the Consolidated Net Leverage Ratio as of (x) June 30 to exceed 4.0 to 1.0 or (y) December 31 to exceed 3.50 to 1.00, in each case, commencing June 30, 2021; and

(b)

From and after the IPO Closing Date, as of the last day of each Fiscal Quarter of the Company, permit the Consolidated Net Leverage Ratio to be greater than the Consolidated Net Leverage Ratio set forth below with respect to any such Fiscal Quarter ending on any such date set forth below:

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Date		Consolidated Net Leverage Ratio
December 31, 2021		4.50 to 1.00
March 31, 2022		4.75 to 1.00
June 30, 2022		4.75 to 1.00
September 30, 2022		4.75 to 1.00
December 31, 2022		4.25 to 1.00
March 31, 2023		4.75 to 1.00
June 30, 2023		4.75 to 1.00
September 30, 2023		4.75 to 1.00
December 31, 2023		4.00 to 1.00
March 31, 2024		4.50 to 1.00
June 30, 2024		4.50 to 1.00
September 30, 2024		4.50 to 1.00
December 31, 2024 and the last day of each Fiscal Quarter thereafter		4.00 to 1.00

SECTION 6.10. Restrictive Agreements. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends or other distributions with respect to holders of its Equity Interests; provided that the foregoing shall not apply to (i) prohibitions, restrictions and conditions imposed by law or by this Agreement or any other Loan Document and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.11 with respect to the Property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility, (v) agreements or arrangements binding on a Restricted Subsidiary at the time such Restricted Subsidiary becomes a Restricted Subsidiary of the Company or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness of a Restricted Subsidiary that is not a Loan Party which is permitted by this Agreement, (vii) agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply

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only to the Restricted Subsidiaries incurring or Guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.02 with respect to the transfer of the Property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

SECTION 6.11. Dispositions. The Company will not, and will not permit any Restricted Subsidiary to, make any Disposition, except:

(a) Dispositions of obsolete, damaged, surplus or worn out Property and Dispositions of property no longer used or useful in the conduct of the business of the Company and the Restricted Subsidiaries, in each case, in the ordinary course of business;

(b) Dispositions of inventory and other assets in the ordinary course of business;

(c) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property;

(d) Dispositions of Property (including the issuance of Equity Interests) (i) to the Company or to a Restricted Subsidiary; provided that if the transferor of such Property is a Loan Party, the transferee thereof must be a Loan Party, (ii) to the extent such transaction constitutes an Investment permitted under Section 6.05 and (iii) consisting of Equity Interests of Subsidiaries that are not Loan Parties to other Subsidiaries that are not Loan Parties;

(e) Dispositions permitted by Sections 6.03 (other than Section 6.03(a)), 6.04 and 6.05 and Liens permitted by Section 6.02 and Dispositions of Receivables and Permitted Receivables Related Assets in connection with Permitted Receivables Facilities;

(f) Dispositions of cash and Cash Equivalents (or other assets that were Cash Equivalents when the original Investment was made) in the ordinary course of business;

(g) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(h) Dispositions of Investments made pursuant to Section 6.05(v);

(i) transfers of Property to the extent subject to Casualty Events;

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(j) any Disposition of Property; provided that (x) prior to the IPO Closing Date, so long as the Company is in compliance with Section 18.1.14 of the Rabo RCF (as in effect on the Closing Date) and (y) on and after the IPO Closing Date, so long as (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $20,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (ii), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) Designated Non-Cash Consideration in an aggregate amount not to exceed the greater of (x) $57,000,000 and (y) 15% of LTM Consolidated EBITDA (measured at the time such Disposition is consummated);

(k) other Dispositions of Property in an aggregate amount not to exceed the greater of (x) $28,500,000 and (y) 7.5% of LTM Consolidated EBITDA (measured at the time such Disposition is consummated);

(l) Dispositions of Investments in, and issuances of any Equity Interests in, joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(m) any Restricted Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders;

(n) so long as no Event of Default has occurred and is continuing, the Company and its Restricted Subsidiaries may transfer inventory in a non-cash or cash transfer to Restricted Subsidiaries of the Company in the ordinary course of its business;

(o) so long as no Event of Default exists at the time of the respective transfer or immediately after giving effect thereto, Loan Parties shall be permitted to transfer additional assets (other than inventory, cash, Cash Equivalents and Equity Interests in any Loan Party) to other Restricted Subsidiaries of the Company, so long as cash in an amount at least equal to the fair market value of the assets so transferred is received by the respective transferor;

(p) the Company and its Restricted Subsidiaries may sell or exchange specific items of equipment, in connection with the exchange or acquisition of replacement items of equipment which are useful in the business of the Company or any of its Restricted Subsidiaries;

(q) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business;

(r) Dispositions made to comply with any order of any Governmental Authority or any applicable Law;

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(s) any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter;

(t) any Subsidiary may issue Equity Interests to qualified directors where required by applicable Law or to satisfy other requirements of applicable law with respect to ownership of Capital Stock in Subsidiaries;

(u) the sale or issuance of the Equity Interests of any Subsidiary (other than a Loan Party) to any other Subsidiary including in connection with any tax restructuring activities not otherwise prohibited hereunder;

(v) terminations or the unwinding of any Swap Agreement permitted hereunder;

(w) the Disposition of the Equity Interests in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; and

(x) the Company, or any of its Restricted Subsidiaries may sell or transfer any property to any other Person that the Company or any of its Restricted Subsidiaries leases or intends to lease such property for substantially the same purpose as the property which has been or is to be sold or transferred so long as such transaction is either (i) a capital lease or purchase money Indebtedness permitted by Section 6.01, or (ii)(A) made for cash consideration or Qualified Equity Interests or the proceeds of an issuance of Qualified Equity Interests, (B) the Company or its applicable Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (C) the aggregate fair market value (as determined by the Company in good faith) of the assets sold subject to all sale and leaseback transactions under this clause (x) shall not exceed the greater of $100,000,000 and 25% of LTM Consolidated EBITDA (determined at the time such sale and leaseback is consummated);

provided that any Disposition of any Property to the extent classified pursuant to one or more of Sections 6.11(j) and (k) shall be for no less than the fair market value of such Property at the time of such Disposition in the good faith determination of the Company. Notwithstanding anything to the contrary in the foregoing, the exception set forth in Section 6.11(k) shall not be applicable until the IPO Closing Date.

SECTION 6.12. Lines of Business. The Company will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than a Permitted Business.

SECTION 6.13. Pre-IPO Closing Date Covenants. Prior to the IPO Closing Date, except for the IPO Transactions, the Company shall not and shall not permit any Restricted Subsidiary to take any action that would have been prohibited under Section 18.1.14, 18.1.15 or 18.1.16 of the Rabo RCF (as in effect on the Closing Date).

SECTION 6.14. Use of Proceeds.

(a) No Borrower shall use any part of the proceeds of any Loan, whether directly or knowingly indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X.

(b) No Borrower shall, directly or knowingly indirectly, use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions,

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or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as an Administrative Agent, Issuing Bank, Lender, arranger, underwriter, advisor, investor, or otherwise), or (iii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws that may be applicable.

ARTICLE VII

Events of Default

If any of the following events (each an “Event of Default”) shall occur and be continuing:

(a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Borrower shall fail to pay (i) any interest on any Loan or any fee when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days or (ii) any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days after notice to the Company by any Administrative Agent;

(c) any representation, warranty or statement made or deemed made by any Loan Party herein or in any other Loan Document or in any statement or certificate delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made;

(d) the Company or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03 (solely with respect to the existence of the Borrowers), or Article VI; provided that a Default as a result of a breach of Section 6.09 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Term B Loans unless and until the Required Revolving Lenders terminate the Revolving Commitments in accordance with this Agreement and such declaration has not been rescinded on or before such date (the “Term Loan Standstill Period”);

(e) any Loan Party or any Restricted Subsidiary, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from any Administrative Agent to the Company;

(f) (i) the Company or any Material Subsidiary that is a Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness (other than any Swap Agreement), when and as the same shall become due and payable, or if a grace period shall be applicable to such payment under the agreement or instrument under which such Indebtedness was created, beyond such applicable grace period; or (ii) the occurrence under any Swap Agreement of an “early termination date” (or equivalent event) of such Swap Agreement resulting from any event of default or “termination event” under such Swap Agreement as to which the Company or any Material Subsidiary that is a Restricted Subsidiary is the “defaulting party” or “affected party” (or equivalent term) and, in either event,

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the termination value with respect to any such Swap Agreement owed by the Company or any Material Subsidiary as a result thereof is greater than $50,000,000 (or, following the IPO Closing Date, $75,000,000) and the Company or any such Material Subsidiary fails to pay such termination value when due after applicable grace periods;

(g) the Company or any Restricted Subsidiary shall default in the performance of any obligation in respect of any Material Indebtedness that results in such Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both, but after giving effect to any applicable grace period) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (other than solely in Qualified Equity Interests); provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Material Subsidiary that is a Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, examinership, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, examiner, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary that is a Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Company or any Material Subsidiary that is a Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, examinership, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, examiner, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary that is a Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors;

(j) the Company or any Material Subsidiary that is a Restricted Subsidiary shall become generally unable, admit in writing its inability generally or fail generally to pay its debts as they become due;

(k) one or more final, non-appealable monetary judgments or decrees shall be entered against the Company or any of its Material Subsidiaries that is a Restricted Subsidiary involving a liability (to the extent not paid or covered by insurance as to which a solvent insurance company has not denied coverage (with any portion of any judgment or decree not so covered to be included in any determination hereunder)) equal to or in excess of $50,000,000 (or, following the IPO Closing Date, $75,000,000) for all such judgments and decrees and all such judgments or decrees shall not have been vacated, discharged or stayed or bonded pending appeal for any period of 60 consecutive days; provided, however, that the rendering of any such final, non-appealable monetary judgment(s) or decree(s) by courts outside of the United States, Ireland, the United Kingdom, Netherlands or Denmark shall not be an Event of Default under this clause (k) unless

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(i) the Company and its Restricted Subsidiaries which are subject to such judgment(s) or decree(s), as of the date of the issuance of such judgment(s) or decree(s) (or any later date while such judgment(s) or decree(s) are still in effect), have at least $50,000,000 (or, following the IPO Closing Date, $75,000,000) in net assets (determined on a book basis without regard to any write-down or write-off of such assets as a result of such judgment(s) or decree(s)) located in the jurisdictions (i.e., the relevant country or countries or any larger jurisdiction of the respective court(s)) of the courts rendering such judgment(s) or decree(s) (which has (or have) not been vacated, discharged, stayed or bonded pending appeal for any period of 60 consecutive days) or (ii) an order or orders enforcing such final, non-appealable monetary judgment(s) or decree(s) (which has (or have) not been vacated, discharged, stayed or bonded pending appeal for any period of 60 consecutive days) is entered by a court or courts of competent jurisdiction in a jurisdiction or jurisdictions where the Company and/or its Restricted Subsidiaries subject to the order, as of the date of the entry of such order of enforcement (or any later date while any such order is still in effect), have at least $50,000,000 (or, following the IPO Closing Date, $75,000,000) in net assets located in such jurisdiction or jurisdictions (determined on a book basis without regard to any write-down or write-off of such assets as a result of such judgment(s) or decree(s));

(l) an ERISA Event or Foreign Plan Event shall have occurred that, when taken together with all other ERISA Events or Foreign Plan Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change of Control shall occur; or

(n) any material provision of any Collateral Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 6.03 or 6.11) or as a result of acts or omissions by the Collateral Agent or the satisfaction in full of all the Obligations, ceases to be in full force and effect with the priority required by the Loan Documents; or any Loan Party contests in writing the validity or enforceability of any provision of any Collateral Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Collateral Document (other than as a result of repayment in full of the Obligations and termination of the Commitments or the release of such Loan Party from its Obligations hereunder in a transaction permitted by the Loan Documents), or purports in writing to revoke or rescind any Collateral Document, in each case in this clause (n) with respect to a material portion of the Collateral purported to be covered by the Collateral Documents,

then, and in every such event (other than an event with respect to the Company described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, any Administrative Agent may, and at the request of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Lenders only, and in such case only with respect to the Revolving Commitments, Revolving Loans, Swingline Loans and L/C Exposure) shall, by notice to the Company, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) require the Borrowers to Cash Collateralize the aggregate L/C Exposure and (iii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of any event with respect to the Company described in clause (h) or (i) of this Article, the Commitments shall automatically

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terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable and the Borrowers shall automatically be obligated to Cash Collateralize the L/C Exposure, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.

After the exercise of remedies provided for in this Article VII (or after the Loans have automatically become immediately due and payable and the L/C Exposure has automatically been required to be Cash Collateralized as set forth above), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.22, be applied by the Administrative Agents in the following order:

First, ratably to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agents and the Collateral Agent) payable to the Administrative Agents and the Collateral Agent in their respective capacities as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and fees) payable to the Lenders and the Issuing Banks, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid fees and interest on the Loans, L/C Borrowings, other Obligations arising under the Loan Documents and Obligations then owing under Secured Hedge Agreements and Cash Management Obligations, ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to the Revolving Administrative Agent for the account of the Issuing Banks, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 2.05; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Sections 2.05, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE VIII

The Administrative Agents and the Collateral Agent

(a) Each of the Revolving Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably appoints Rabobank as its agent and authorizes Rabobank to take such actions on its behalf and to exercise such powers as are delegated to the Revolving Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Term Lenders and the other Secured Parties hereby irrevocably appoints Bank of America, N.A. as its agent and authorizes Bank of America, N.A. to take such actions on its behalf and to exercise such powers as are delegated to the Term Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints Rabobank as its collateral agent and authorizes Rabobank to take

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such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than clause (f) below) are solely for the benefit of the Administrative Agents, the Collateral Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions (other than clause (f) below).

(b) The Person serving as any Administrative Agent or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Administrative Agent or the Collateral Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Administrative Agent or the Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Company or any Restricted Subsidiary or other Affiliate thereof as if such Person were not an Administrative Agent or the Collateral Agent hereunder and without any duty to account therefor to the Lenders.

(c) No Administrative Agent or the Collateral Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Administrative Agent or the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) neither Administrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that an Administrative Agent or the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or by the other Loan Documents), provided that no Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable law; and (c) except as expressly set forth herein and in the other Loan Documents, neither Administrative Agent nor the Collateral Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Restricted Subsidiaries that is communicated to or obtained by the Person serving as an Administrative Agent or the Collateral Agent or any of their respective Affiliates in any capacity. No Administrative Agent nor the Collateral Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as any Administrative Agent or the Collateral Agent shall believe in good faith shall be necessary, under the circumstances as provided herein) or in the absence of its own gross negligence or willful misconduct. No Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default unless and until written notice describing such Default thereof is given to the Administrative Agents by the Company, a Lender or an Issuing Bank, and no Administrative Agent nor the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the applicable Administrative Agent or the Collateral Agent.

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(d) Each Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the applicable Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the applicable Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(e) Each Administrative Agent and the Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Administrative Agent or the Collateral Agent, as applicable. Each Administrative Agent, the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the applicable Administrative Agent, the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Administrative Agent or the Collateral Agent.

(f) Each Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, (x) the Required Revolving Lenders (with respect to the Revolving Administrative Agent), (y) the Required Term Lenders (with respect to the Term Agent or (z) the Required Lenders (with respect to the Collateral Agent) (as applicable, the “Relevant Required Lenders”) shall have the right, in consultation with the Company and (unless an Event of Default under clause (a), (b), (h) or (i) of Article VII shall have occurred and be continuing) with the consent of the Company (which consent of the Company shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Relevant Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may on behalf of the applicable Lenders and the Issuing Banks (with respect to any retiring Revolving Administrative Agent), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if an Administrative Agent or the Collateral Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent or the Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the applicable Administrative Agent or the Collateral Agent shall instead be made by or to each applicable Lender and each Issuing Bank (with respect to any retirement of the Revolving

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Administrative Agent) directly, until such time as the Relevant Required Lenders appoint a successor Administrative Agent or the Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this subsection). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Administrative Agent’s or the Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent was acting as an Administrative Agent or the Collateral Agent, as applicable. Any resignation by Rabobank as Revolving Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as a Revolving Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit of the retiring Issuing Bank, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. If the Person serving as an Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition of “Defaulting Lender,” the Relevant Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person, remove such Person as an Administrative Agent or Collateral Agent, and the Company in consultation with the Lenders shall, unless an Event of Default shall have occurred and be continuing, in which case the Relevant Required Lenders in consultation with the Company shall, appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that, without the consent of the Company (not to be unreasonably withheld), the Relevant Required Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been appointed by the Company or the Relevant Required Lenders, as applicable, and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Relevant Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with notice on the Removal Effective Date.

(g) Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon any Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon any Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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(h) To the extent required by any applicable Laws, the applicable Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16, each applicable Lender shall indemnify and hold harmless the applicable Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for such Administrative Agent) incurred by or asserted against the applicable Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of such Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the applicable Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), whether or not such Tax was correctly or legally imposed or asserted. A certificate as to the amount of such payment or liability delivered to any Lender by the applicable Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the applicable Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement, any other Loan Document or otherwise against any amount due the applicable Administrative Agent under this subsection (h). The agreements in this subsection (h) shall survive the resignation and/or replacement of any Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, a “Lender” shall, for purposes of this subsection (h), includes any Swingline Lender and any Issuing Bank.

(i) The Lenders irrevocably agree:

(i) that any Lien on any Property granted to or held by the Collateral Agent under any Loan Document shall be automatically released (A) upon termination of the Commitments and payment in full of all Obligations (in each case, other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and indemnification obligations, in each case not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (B) at the time the Property subject to such Lien is transferred or disposed of or to be transferred or disposed of as part of or in connection with any transfer or disposition permitted hereunder or under any other Loan Document to any Person (other than in the case of a transfer or disposition by a Loan Party to another Loan Party), (C) subject to Section 9.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 9.02), (D) if the Property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee under the Guarantee Agreement pursuant to clause (iii) below, (E) if such property becomes an Excluded Asset or (F) to the extent such release is required pursuant to the terms of a First Lien Intercreditor Agreement;

(ii) (A) to release or subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(e) and (B) that the Collateral Agent is authorized (but not required) to release or subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such Property that is permitted by any other clause of Section 6.02; and

(iii) that any Guarantor shall be automatically released from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary (subject to Section 5.09(e) hereof) as a result of a transaction permitted hereunder; notwithstanding the foregoing, the Collateral Agent shall not be required to release any Guarantor from its obligations under the Loan Documents solely as a result of compliance with the Collateral Coverage Requirement.

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Upon request by the Collateral Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 9.02) will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under the Loan Documents pursuant to this subsection (i). In each case as specified in this subsection (i), the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Loan Documents in accordance with the terms of the Loan Documents and this subsection (i).

Anything herein to the contrary notwithstanding, none of the listed Arrangers on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Administrative Agent, Collateral Agent, a Lender or an Issuing Bank hereunder.

The Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any subordination agreement or other intercreditor agreement or arrangement (and, in each case, any amendment, supplement, modification or joinder with respect thereto) permitted under this Agreement and the Lenders acknowledge that any such intercreditor agreement or subordination agreement, as applicable, is binding upon the Lenders.

(j) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agents, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

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(iv) such other representation, warranty and covenant as may be agreed in writing between the applicable Administrative Agent, in its sole discretion, and such Lender.

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (j) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (j), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the applicable Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the applicable Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the applicable Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(k) Without limitation of any other provision in this Agreement, if at any time any Administrative Agent makes a payment hereunder in error to any Lender or Issuing Bank (the “Credit Party”), whether or not in respect of an Obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to such Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to such Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The relevant Administrative Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.

(l) In addition to, and without prejudice to, the foregoing provisions, in relation to any Collateral governed by Danish law (the “Danish Collateral”), each of the other Secured Parties hereby irrevocably appoints the Collateral Agent to act as its agent and security agent under and in connection with the Collateral Documents governed by Danish law relating to the Danish Collateral, and each Loan Party acknowledges and accepts that the Collateral Agent acts as agent and representative (fuldmægtig og repræsentant) for and on behalf of the Secured Parties in accordance with section 18(1), cf. section 1(2) of the Danish Capital Markets Act (Consolidated Act no. 1767 of November 27, 2020, as amended) (lov om kapitalmarkeder). The Collateral Agent shall receive and hold any security interest created or purported to be created under any Collateral Document governed by Danish law (whether agreed in contract or implied pursuant to conflict of law rules) and the Collateral Agent shall enter into and enforce such documents on behalf of and for the benefit of the Secured Parties.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i) if to any Borrower or an Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 9.01; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Revolving Administrative Questionnaire or Term Administrative Questionnaire, as applicable.

Notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, (ii) sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient) and (iii) sent by electronic mail, shall be deemed to have been given upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written or telephonic acknowledgement); provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and any Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Applicable Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Article II if such Lender or such Issuing Bank, as applicable, has notified the Applicable Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Applicable Administrative Agent or the Company (on behalf of the Borrowers) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Applicable Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. The Borrowers and the Lenders and the Issuing Banks agree that any Administrative Agent may make notices and other communications to Lenders and Issuing Banks available to the Lenders, Issuing Banks and Borrowers by posting such notices or other communications on Debt Domain, IntraLinks, SyndTrak, or a substantially similar electronic transmission system or digital workspace provider (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND

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EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE INFORMATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMPANY MATERIALS OR THE PLATFORM. In no event shall any Administrative Agent, the Collateral Agent or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Company’s or any Agent Party’s transmission of Company Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Company, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Administrative Agents, the Collateral Agent, the Issuing Banks and the Swingline Lender may change its address, electronic mail address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each of the Borrowers may change its address, electronic mail address, telecopier or telephone number for notices and other communications hereunder by notice to the Administrative Agents. Each other Lender may change its address, electronic mail address, telecopier or telephone number for notices and other communications hereunder by notice to the Company and the Applicable Administrative Agent. In addition, each Lender agrees to notify the Applicable Administrative Agent from time to time to ensure that the Applicable Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Company Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agents, Collateral Agent, Issuing Banks and Lenders. The Administrative Agents, the Collateral Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests and Swingline Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agents, the Collateral Agent, the Issuing Banks, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower pursuant to Section 9.03(b) hereof. All telephonic notices to and other telephonic communications with the applicable Administrative Agent may be recorded by such Administrative Agent, and each of the parties hereto hereby consents to such recording.

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SECTION 9.02. Waivers; Amendments.

(a) No failure or delay by any Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agents, the Collateral Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Company or any of its Subsidiaries therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the applicable Administrative Agent, Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

(b) Except as otherwise set forth in this Agreement or any other Loan Document (with respect to such Loan Document), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders (or, in respect of any waiver, amendment or modification of Section 6.09 only, the Required Revolving Lenders) (or the Administrative Agents with the consent of the Required Lenders, or the Required Revolving Lenders, as applicable), (ii) in the case of any other Loan Document (other than any such amendment to effectuate any modification or supplement or joinder thereto expressly contemplated by the terms of such other Loan Documents), pursuant to an agreement or agreements in writing entered into by the applicable Administrative Agent or the Collateral Agent party thereto and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided, that no such agreement shall (i) increase the Commitment of any Lender without the written consent of each Lender directly affected thereby, it being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an increase of any Commitment of any Lender, (ii) reduce the principal amount of any Loan or L/C Disbursement or reduce the rate of interest or premium thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby; provided that (x) only the consent of the Required Lenders shall be necessary to amend Section 2.12(c) or to waive any obligation of the Borrowers to pay interest at the rate set forth therein and (y) any change to the definition of Consolidated Net Leverage Ratio or the component definitions thereof or the waiver or amendment to the time periods for delivery of financial statement and or related certificates shall not constitute a reduction, waiver or excuse of any interest payable hereunder), (iii) postpone the scheduled date of payment of the principal amount of any Loan or L/C Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby or change the order of application specified in the last two paragraphs of Article VII, without the written consent of each Lender directly and adversely affected thereby, (v) change any of the provisions of this Section 9.02, the definition of “Required Lenders,” the definition of “Required Revolving Lenders,” the definition of “Required Term Lenders” or the definition of “Alternative Currencies” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender (or (x) each Revolving Lender (and not each Lender) with

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respect to any change in the definitions of “Alternative Currency” or “Required Revolving Lenders” or (y) each Term Lender (and not each Lender) with respect to any change in the definition of “Required Term Lenders”) (it being understood that additional extensions of credit pursuant to this Agreement may be included in the determination of Required Lenders, “Required Revolving Lenders”, “Required Term Lenders” or this Section 9.02(b), without the consent of any Lender if they are included on substantially the same basis as the existing applicable Loans and/or Commitments), (vi) release all or substantially all of the Guarantors from their obligations under the Loan Documents without the written consent of each Lender, or (vii) release all or substantially all of the Collateral from the Lien of the Collateral Documents or subordinate any of the Obligations or Liens on all or substantially all of the Collateral to any other Indebtedness or Liens, as applicable, without the written consent of each Lender; provided that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of such Administrative Agent, the Collateral Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be and (2) the Administrative Agents, the Collateral Agent and the applicable Loan Parties may, with the consent of the other but without the consent of any other Person, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical or technical error, defect or inconsistency. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder which does not require the consent of each affected Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of less than all affected Lenders).

Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Required Lenders, the applicable Administrative Agent and the Borrowers (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Credit Exposures and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended with the written consent of the Term Administrative Agent, the Borrowers and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed (x) the aggregate principal amount of such Refinanced Term Loans plus (y) accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with such Replacement Term Loans, (b) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Term Loans prior to the time of such incurrence) and (c) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or not more favorable in any material respect to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans (as determined by the Company in good faith), except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing or as otherwise reasonable acceptable to the Term Administrative Agent. Each amendment to this Agreement providing for Replacement Term Loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Term Administrative Agent and the Company to effect the provisions of this paragraph, and for the avoidance of doubt, this paragraph shall supersede any other provisions in this Section 9.02(b) to the contrary.

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Notwithstanding anything to the contrary contained herein, guarantees, collateral security documents and related documents executed by any Loan Party in connection with this Agreement may be in a form reasonably determined by the Administrative Agent(s) or the Collateral Agent party thereto and may be amended, supplemented or waived by the applicable Administrative Agent or the Collateral Agent party thereto (with the consent of the Company) without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Notwithstanding the foregoing, no Lender consent is required to effect any amendment or supplement to any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any subordination agreement or other intercreditor agreement or arrangement permitted under this Agreement (i) that is for the purpose of adding the holders of any Indebtedness permitted hereby that is permitted to be incurred and secured by the Collateral or subordinated in right of payment to the Obligations, Incremental Substitute Indebtedness (or, in each case, a representative or agent with respect thereto) as parties thereto, as expressly contemplated by the terms of such First Lien Intercreditor Agreement, such Junior Lien Intercreditor Agreement, such subordination agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor and/or subordination agreement as, in the good faith determination of any Administrative Agent or the Collateral Agent party thereto, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any subordination agreement or other intercreditor agreement or arrangement permitted under this Agreement; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of such Administrative Agent or the Collateral Agent, as applicable.

If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly and adversely affected thereby”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Company may, elect to (x) terminate the relevant Commitment of the Non-Consenting Lender or (y) replace any Non-Consenting Lender as a Lender party to this Agreement; provided that concurrently with such replacement, (i) in the case of a replacement, another bank or other entity which is a Lender or which is reasonably satisfactory to the Company and the Applicable Administrative Agent shall agree, as of such date, to purchase for cash at par the Loans and other Obligations (including Letters of Credit and Swingline Loans) due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 9.04(b), (ii) in the case of a replacement, the Company or replacement Lender shall pay the processing and recordation fee referred to in Section 9.04(b)(iv), if applicable, in accordance with the terms of such Section, (iii) in the case of a replacement, the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent and (iv) the Company or any other Borrower (in the case of a termination) or the replacement lender (in the case of a replacement) shall pay to such Non-Consenting Lender in Same Day Funds on the day of such termination or replacement (A) all interest, fees, prepayments and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, and (B) in the case of a termination, an amount, if any,

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equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.15 had the Loans of such Non-Consenting Lender been prepaid on such date. Each Lender agrees that if it is replaced pursuant to this paragraph, it shall execute and deliver to the Applicable Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Applicable Administrative Agent any promissory note (if the assigning Lender’s Loans are evidenced by promissory notes) subject to such Assignment and Assumption; provided that the failure of any Lender replaced pursuant to this paragraph to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid.

SECTION 9.03. Expenses; Exculpation; Indemnity; Damage Waiver.

(a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents, the Collateral Agent, the Arrangers, each Issuing Bank and their Affiliates, limited, in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers, the Administrative Agents, the Issuing Banks and the Collateral Agent (and one local counsel in each applicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, limited, in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of a single counsel to such Issuing Bank and (iii) all reasonable and documented out-of-pocket expenses incurred by any Administrative Agent, Collateral Agent, any Issuing Bank or any Lender, limited, in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of one counsel, and, if necessary, one local counsel and one special counsel in any other relevant jurisdiction to such Persons (which may include a single special counsel acting in multiple jurisdictions), taken as a whole, and, solely in the case of an actual or perceived conflict of interest where such Person notifies the Company of the existence of such conflict, one additional counsel to all affected Persons, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Company and the other Borrowers shall jointly and severally, indemnify the Administrative Agents, the Collateral Agent, the Arrangers, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (limited, in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of one counsel for all Indemnitees, taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction to such Persons, taken as a whole) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Company or any of its Restricted Subsidiaries, or any Environmental Liability

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related in any way to the Company or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether brought by Company, the other Borrower, their respective equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available in respect of (A) any loss, claim, damage, liability or expense (1) to the extent that it is determined by a final non-appealable judgment of a court of competent jurisdiction that such loss, claim, damage, liability or expense resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (y) the material breach of the obligations under this Agreement or any Loan Document by such Indemnitee or any of its Related Parties or (2) arising out of, or in connection with, any claim, suit, litigation, investigation or proceeding that does not involve an act or omission by the Company’s Affiliates and that is brought by an Indemnitee (or any of its Related Parties) against any other Indemnitee (or any of its Related Parties) (other than any claim, suit, litigation, investigation or proceeding against any Indemnitee (or any of its Related Parties) in its capacity as an Arranger, Administrative Agent, Collateral Agent or similar role, or any Issuing Bank or the Swingline Lender in its capacity as such hereunder) or (B) any settlement entered into by such Indemnitee without the Company’s written consent (such consent not to be unreasonably withheld or delayed); provided, that, with respect to any proceeding described under this paragraph (b), if any such settlement is entered into with the written consent of the Company or if such proceeding is determined by a final non-appealable judgment of a court of competent jurisdiction, then the Borrowers shall indemnify each Indemnitee to the extent and in the manner set forth in this paragraph (b); provided, further, that such indemnity shall not apply with respect to Taxes, other than Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.

(c) To the extent that the Company or the other Borrowers fail to pay any amount required to be paid by it to any Administrative Agent, Collateral Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the relevant Administrative Agent, the Collateral Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable Law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto and any Administrative Agent, Collateral Agent, Arranger, Lender, Issuing Bank, Swingline Lender or any of their respective Related Parties on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that this clause (d) shall in no way limit the Company’s or the other Borrowers’ indemnification obligations set forth in Section 9.03(b).

(e) All amounts due under this Section 9.03 shall be payable not later than thirty (30) days after written demand therefor (accompanied by an invoice relating thereto setting forth such expenses in reasonable detail and such other backup documentation as the Company may reasonably request); provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final non-appealable judicial determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

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SECTION 9.04. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor the other Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agents, the Collateral Agent and each Applicable Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 9.04, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 9.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 9.04 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 9.04 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Disbursement and in Swingline Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) subject to subsection (b)(i)(C) below, in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments of any Class and the Loans at the time owing to it of such Class or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) subject to subsection (b)(i)(C) below, in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the applicable Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the “Trade Date”, shall not be less than $5,000,000, in the case of any assignment in respect of any Revolving Commitment, or $1,000,000, in the case of any assignment in respect of the Term Loans unless each of the Applicable Administrative Agent and, so long as no Event of Default has occurred and is continuing under clause (a), (b), (h) or (i) of Article VII, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes on a non-pro rata basis.

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(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default pursuant to (a), (b), (h) or (i) of Article VII has occurred and is continuing at the time of such assignment or (2) such assignment is an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Applicable Administrative Agent within five (5) Business Days after having received written notice thereof; and

(B) the consent of the Applicable Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) in the case of an assignment of a Revolving Commitment (other than an assignment by a Revolving Lender to an Affiliate or Approved Fund of such Lender) the consent of each Issuing Bank and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Applicable Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Applicable Administrative Agent a Revolving Administrative Questionnaire or a Term Administrative Questionnaire, as applicable, and, in the case of any Loans to an Irish Borrower, shall confirm which of the following categories it falls in: (i) not an Irish Qualifying Lender; (ii) an Irish Qualifying Lender (other than an Irish Treaty Lender); or (iii) an Irish Treaty Lender. If an assignee fails to indicate its status in accordance with this Section 9.04(b)(iv), then such assignee shall be treated for the purposes of this Agreement (including by each Irish Borrower) as if it is not an Irish Qualifying Lender until such time as it notifies the Applicable Administrative Agent which category applies (and the Applicable Administrative Agent, upon receipt of such notification, shall inform each Irish Borrower).

(v) No Assignment to Company. No such assignment shall be made to the Company or any of the Company’s Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vii) No Assignment to Disqualified Institutions. No such assignment shall be made to a Disqualified Institution.

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Subject to acceptance and recording thereof by the Applicable Administrative Agent pursuant to subsection (c) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrowers (at the Company’s expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 9.04.

(c) Registers. Each Administrative Agent, acting solely for this purpose as an agent of the relevant Borrowers, shall maintain at its Applicable Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Applicable Lenders, and the Commitments of, and principal amounts and interest thereon of the Loans and, if applicable, L/C Disbursements owing to, each Lender pursuant to the terms hereof from time to time (a “Register”). The entries in each Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Each Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The parties intend that the Commitments and Loans will be at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any Treasury Regulations (and any successor provisions) promulgated thereunder, including, without limitation, Treasury Regulations Sections 5f.103-1(c) and 1.871-14.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or Administrative Agent, sell participations to any Person (other than a natural person or the Company or any of the Company’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letters of Credit and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agents, the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b)(i) through (vii) that directly and adversely affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including Section 2.16(e), (f), (h) and (j)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (including, without limitation, in the case of any Participant which acquires an interest in any Loan made to a UK Borrower, providing confirmation to that UK Borrower of which category within Section 2.16(h)(ix) it falls in (and, for the avoidance of doubt, any Participant that fails to provide such confirmation shall be treated as if it is not a UK Qualifying Lender until such time as it provides such confirmation)); it being understood that any documentation required under Section 2.16(e) and (f) shall be delivered solely to the participating Lender; provided that such Participant agrees to be subject to the obligations outlined in Section 2.16 as

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though it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant shall be subject to Sections 2.17 and 2.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest thereon of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”) and, in the case of any Participant which acquires an interest in any Loans made to an Irish Borrower, shall (A) confirm which of the following categories it falls in: (i) not an Irish Qualifying Lender; (ii) an Irish Qualifying Lender (other than an Irish Treaty Lender); or (iii) an Irish Treaty Lender, (B) upon reasonable written request from an Irish Borrower, provide such information as is necessary to enable such Irish Borrower to comply with the provisions of Sections 891A, 891F and 891G TCA (and any regulations made thereunder) and (C) comply with Section 2.16(j) as though it were a Lender. If a Participant fails to indicate its status in accordance with this Section 9.04(d), then such Participant shall be treated for the purposes of this Agreement (including by each Irish Borrower) as if it is not an Irish Qualifying Lender until such time as it notifies the Applicable Administrative Agent which category applies (and the Applicable Administrative Agent, upon receipt of such notification, shall inform each Irish Borrower); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the Borrowers as provided in this Section 9.04(d) or the extent that such disclosure is necessary to establish in connection with a Tax audit or Tax proceeding that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Administrative Agent (in its capacity as an applicable Administrative Agent) shall have no responsibility for maintaining a Participant Register. The parties intend that the Commitment and Loans will be at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any Treasury Regulations (and any successor provisions) promulgated thereunder, including, without limitation, Treasury Regulations Sections 5f.103-1(c) and 1.871-14.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 2.14, 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent or results from a Change in Law after the sale of such participation.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Resignation as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, Rabobank may, (i) upon 30 days’ notice to the Company and the Lenders, resign as an Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Company shall be entitled to appoint from among the Revolving Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Rabobank as Issuing Bank or Swingline Lender, as the case may be. If Rabobank resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank

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hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Disbursement with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c)). If Rabobank resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04. Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Rabobank to effectively assume the obligations of Rabobank with respect to such Letters of Credit.

SECTION 9.05. Survival. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Administrative Agent, the Collateral Agent and each Lender, regardless of any investigation made by any Administrative Agent, the Collateral Agent or any Lender or on their behalf and notwithstanding that any Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Event, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall be deemed an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Revolving Administrative Agent and when the Revolving Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or any Loan Document shall be deemed to include Electronic Signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require any Administrative Agent to accept electronic signatures in any form or format without its prior consent.

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SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff.

(a) If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Company or the other Borrowers against any of and all the Obligations now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

(b) To the extent that any payment by or on behalf of any Borrower is made to an Administrative Agent, an Issuing Bank or any Lender, or an Administrative Agent, an Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by an Administrative Agent, an Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Issuing Bank severally agrees to pay to the Applicable Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Applicable Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and each Issuing Bank under clause (ii) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

(c) NOTWITHSTANDING THE FOREGOING SUBSECTIONS (a) AND (b), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NONE OF ANY LENDER, ANY ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENTS, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER, ANY ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENTS SHALL BE NULL AND VOID. THIS SUBSECTION (c) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENTS HEREUNDER.

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SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions (other than Sweden) by suit on the judgment or in any other manner provided by law. The foregoing shall not affect any right that any Administrative Agent or Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement against any other party or its properties in the courts of any jurisdiction. Each Borrower hereby irrevocably designates, appoints and empowers CT Corporation Systems, with offices on the Closing Date at 111 Eighth Avenue, New York, NY 10011, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Borrower agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the Administrative Agents under this Agreement.

(c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agents, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and such Administrative Agent, Collateral Agent or Lender shall be responsible for its Affiliate’s compliance with this Section 9.12), (b) to the extent requested or required by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case such Administrative Agent, Collateral Agent or Lender shall, except with respect to any audit or examination conducted by accountants or any governmental authority or by the National Association of Insurance Commissioners or state insurance regulators exercising examination or regulatory authority over it or its Affiliates, to the extent practicable promptly notify the Company, prior to disclosure, to the extent permitted by law or regulation), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided, that to the extent practicable and permitted by law, the Company has been notified prior to such disclosure so that the Company may seek, at the Company’s sole expense, a protective order or other appropriate remedy), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.19 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their respective obligations; provided that no disclosure pursuant to this clause (f) shall be made to any Disqualified Institution, (g) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to an Administrative Agent, the Collateral Agent any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or any of its Subsidiaries. For purposes of this Section, “Information” means all information received from any Loan Party or its Affiliates or its or its Affiliates’ directors, officers, partners, employees, trustees, investment advisors or agents, relating to the Loan Parties or their business or the Transactions, other than any such information that is available to an Administrative Agent, the Collateral Agent or any Lender on a nonconfidential basis. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agents, the Collateral Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Restricted Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

SECTION 9.13. USA PATRIOT Act. Each Lender that is subject to the Patriot Act (as hereinafter defined) and each Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Company and each other Loan Party, which information includes the name and

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address of the Company and each other Loan Party and other information that will allow such Lender or such Administrative Agent, as applicable, to identify the Company and each other Loan Party in accordance with the Patriot Act. The Company shall, promptly following a request by any Administrative Agent or any Lender, provide all documentation and other information that such Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

SECTION 9.14. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.15. No Fiduciary Duty. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agents, the Collateral Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between the Company, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agents, the Collateral Agent, the Lenders and the Arrangers, on the other hand, (B) each of the Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agents, the Collateral Agent, the Lenders and the Arrangers is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither any Administrative Agent, the Collateral Agent, any Arranger nor any Lender has any obligation to the Company, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agents, the Collateral Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither any Administrative Agent, the Collateral Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and the other Loan Parties hereby waives and releases any claims that it may have against any Administrative Agent, the Collateral Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 9.17. Joint and Several Obligations; Administrative Borrower.

(a) Except as specifically provided herein, the Obligations of the Company and each of the Borrowers under the Revolving Facility shall be joint and several in nature regardless of which such Person actually receives Credit Events hereunder or the amount of such Credit Events received or the manner in which the Revolving Administrative Agent, any Issuing Bank or any Lender accounts for such Credit Events on its books and records.

(b) Each Borrower hereby irrevocably appoints the Company as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) and the Company hereby accepts such appointment, which appointment shall remain in full force and effect unless and until the Administrative Agents shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower to take on its behalf all actions required of such Borrower under the Loan Documents, and to exercise all powers and to perform all duties of such Borrower thereunder, including to submit and receive all certificates, notices, elections, and communications. For the avoidance of doubt and notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Borrower agrees that any notice, demand, certificate, delivery or other communication delivered by any Administrative Agent, Issuing Bank or any Lender to the Company shall be deemed delivered to Borrowers at the time of such delivery.

SECTION 9.18. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Secured Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

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(j) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(k) As used in this Section 9.18, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

SECTION 9.19. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.19, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the expiration, cancellation, termination or cash collateralization of any Letters of Credit in accordance with the terms hereof. Each Qualified ECP Guarantor intends that this Section 9.19 constitute, and this Section 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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SECTION 9.20. Secured Hedge Agreement and Cash Management Obligations. Except as otherwise expressly set forth herein or in any Collateral Document, no Hedge Bank or Cash Management Bank shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, no Administrative Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Cash Management Obligations and Secured Hedge Agreements unless such Administrative Agent has received written notice of such Obligations, together with such supporting documentation as such Administrative Agent may request, from the applicable Hedge Bank or Cash Management Bank, as applicable. The Hedge Banks and the Cash Management Banks hereby authorize the Administrative Agents and the Collateral Agent to enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any subordination agreement or other intercreditor agreement or arrangement permitted under this Agreement, and any amendment, modification, supplement or joinder with respect thereto, and the Hedge Banks and the Cash Management Banks acknowledge that any such intercreditor agreement (or amendment, modification, supplement or joinder) is binding upon the Hedge Banks or the Cash Management Banks, as applicable.

SECTION 9.21. INTERCREDITOR AGREEMENTS.

(a) PURSUANT TO THE EXPRESS TERMS OF EACH INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS OF THE RELEVANT INTERCREDITOR AGREEMENT AND ANY OF THE LOAN DOCUMENTS, WITH RESPECT TO (I) THE PRIORITY OF THE LIENS AND SECURITY INTERESTS OR (II) THE RIGHT TO EXERCISE ANY REMEDIES WITH RESPECT TO ANY COLLATERAL, THE PROVISIONS OF THE RELEVANT INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

(b) EACH LENDER AUTHORIZES AND INSTRUCTS THE APPLICABLE ADMINISTRATIVE AGENT AND/OR THE COLLATERAL AGENT TO ENTER INTO THE RELEVANT INTERCREDITOR AGREEMENT ON BEHALF OF SUCH LENDER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF SUCH INTERCREDITOR AGREEMENT(S). EACH LENDER AGREES TO BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE RELEVANT INTERCREDITOR AGREEMENT.

(c) EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE RELEVANT INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO ADMINISTRATIVE AGENT OR THE COLLATERAL (AND NONE OF THEIR RESPECTIVE AFFILIATES) MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE RELEVANT INTERCREDITOR AGREEMENT.

THE PROVISIONS OF THIS SECTION 9.21 SHALL APPLY WITH EQUAL FORCE, MUTATIS MUTANDIS, TO ANY FIRST LIEN INTERCREDITOR AGREEMENT, ANY JUNIOR LIEN INTERCREDITOR AGREEMENT, ANY SUBORDINATION AGREEMENT AND ANY OTHER INTERCREDITOR AGREEMENT OR ARRANGEMENT PERMITTED BY THIS AGREEMENT.

SECTION 9.22. Parallel Liability(a) .

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(b) Each Loan Party irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to the aggregate amount of its Corresponding Liabilities (as these may exist from time to time).

(c) Each Secured Party and each Loan Party agree that: (i) each Loan Party’s Parallel Liability is due and payable at the same time, in the same amount and in the same currency as its Corresponding Liabilities; (ii) each Loan Party’s Parallel Liability is decreased to the extent that its Corresponding Liabilities have been irrevocably paid or discharged and its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged; (iii) each Loan Party’s Parallel Liability is independent and separate from, and without prejudice to, its Corresponding Liabilities, and constitutes a single obligation of a Loan Party to the Collateral Agent (even though such Loan Party may owe more than one Corresponding Liability to the Secured Parties under the Loan Documents) and an independent and separate claim of the Collateral Agent, to receive payment of that Parallel Liability (in its capacity as the independent and separate creditor of that Parallel Liability and not as a co-creditor in respect of the Corresponding Liabilities); and (iv) for purposes under this Section 9.22, the Collateral Agent acts in its own name and not as agent, representative or trustee of the Secured Parties and accordingly holds neither its claim resulting from a Parallel Liability nor any securing a Parallel Liability on trust.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatory as of the day and year first above written.


TOTAL PRODUCE PLC, as Borrower

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: Director

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TOTAL PRODUCE IRELAND LIMITED, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TOTAL PRODUCE INTERNATIONAL LIMITED, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TOTAL PRODUCE C HOLDINGS LIMITED, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TPH (UK) LIMITED, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Authorised Signatory

S-1


NORDIC FRUIT HOLDING AB, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TOTAL PRODUCE USA HOLDINGS INC., as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

TOTAL PRODUCE HOLDINGS B.V., as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Authorised Person

TOTAL PRODUCE NORDIC A/S, as Borrower

By:		/s/ Frank Davis
		Name: Frank Davis
		Title: Director

S-2


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender

By:		/s/ Chris Hartoflis
Name:		Chris Hartoflis
Title:		Managing Director

By:		/s/ Tierney Seidel
Name:		Tierney Seidel
Title:		Vice President

COÖPERATIEVE RABOBANK U.A., as Lender

By:		/s/ Graeme Hattie
Name:		Graeme Hattie
Title:		Executive Director

By:		/s/ J. Reijnders
Name:		J. Reijnders
Title:		MD

S-3

SCHEDULE 1.01

Agreed Security Principles

The guarantees and security required to be provided under the Loan Documents by any Loan Party that is incorporated or organized in a jurisdiction outside of the United States (or any state thereof) (a “Non-US Loan Party”) will be given in accordance with the security principles set out in this Schedule 1.01 (the “Agreed Security Principles”), and for the avoidance of doubt, shall not apply to guarantees and security to be provided by Loan Parties incorporated or organized in the United States.

General

The Agreed Security Principles embody the recognition by all parties that there may be certain legal, regulatory and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from the Non-US Loan Parties. In particular:

(a)

general legal and statutory limitations, regulatory restrictions or limitations (including requirements for positive advice from works council), financial assistance, anti-trust and other competition authority restrictions, corporate benefit, fraudulent preference, equitable subordination, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, “interest stripping”, “controlled foreign corporation”, transfer pricing or “thin capitalisation” rules, tax restrictions, “fiscal unity” rules, retention of title claims, employee consultation or approval requirements and similar principles may prohibit, restrict or otherwise limit the ability of a Non-US Loan Party to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly, provided that, to the extent requested by the Collateral Agent before signing any applicable security or accession document, the relevant Group Member shall use reasonable endeavours (but without incurring material cost) to overcome any such obstacle. In the case of any Non-US Loan Party that would only be capable of providing a guarantee or security if a financial assistance whitewash or similar procedure was undertaken, it is acknowledged that such procedure shall not be required where the cost of such procedure is disproportionate to the benefit of providing such a guarantee or security;

(b)

certain supervisory board, advisory board, works council, regulator or regulatory board (or equivalent), or another external body’s consent may be required to enable a Non-US Loan Party to provide a guarantee or security; such guarantee and/or security shall not be required unless such consent has been received provided that commercially reasonable efforts (not involving the payment of money) have been used by the relevant Non-US Loan Party to obtain the relevant consent to the extent permissible by law and regulation and such consent has no material adverse impact on relationships with third parties;

(c)

a key factor in determining whether or not a guarantee or security will be taken (and in respect of the security, the extent of its perfection and/or registration) is that the applicable time and cost (including, without limitation, adverse effects on taxes, accounting, interest deductibility, stamp duty, registration taxes, notarial costs, registration fees, guarantee fees payable to any person that is not the Company or a Subsidiary of the Company and all applicable legal fees) required to grant such guarantee or security or to complete such perfection will not be disproportionate to the benefit accruing to the Secured Parties of obtaining such guarantee, security or perfection;

(d)

Non-US Loan Parties will not be required to give guarantees or enter into Collateral Documents if it (x) conflicts with the fiduciary, legal or statutory duties of any of their directors or contravene any applicable legal or regulatory prohibition or restriction or (y) would reasonably be expected to result in a material risk of personal or criminal liability for any director or officer of or for any Loan Party or any Subsidiary of a Loan Party (in each case as reasonably determined in good faith by the Company and notified in writing to the Collateral Agent);

(e)

where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only;

(f)

it is acknowledged that it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets;

(g)

the giving of a guarantee, the granting of security and the registration and/or the perfection of the security granted will not be required if it would have a material adverse effect on the ability of the relevant Non-US Loan Party to conduct its operations and business in the ordinary course as otherwise permitted by the Loan Documents, including, without limitation, as a result of consequential practical difficulties concerning the use, disposal or other application of assets and cash in a manner appropriate to the proper and permitted conduct of the business of the Loan Parties;

(h)

no guarantee or security will be required to be given by or over any acquired person or asset acquired in a permitted acquisition (and no consent shall be required to be sought with respect thereto) which are required to support acquired secured indebtedness to the extent such acquired indebtedness and liens are permitted by the Loan Documents to remain outstanding after an acquisition and the documents governing such indebtedness prohibit such guarantees or security (and such prohibition was not entered into in contemplation of such acquisition). No member of a target group or other entity acquired pursuant to an acquisition not prohibited by the Loan Documents shall be required to become a Guarantor or grant security with respect to any Loan Documents if prevented by the terms of the documentation governing that Indebtedness or any refinancing indebtedness in respect of such Indebtedness under or in relation thereto not entered into in contemplation of such acquisition;

(i)

the obligations of any Non-US Loan Party incorporated in Sweden under a guarantee or Collateral Document shall be limited, if (and only if) required by the provisions of the Swedish Companies Act regulating distribution of assets (Sw. värdeöverföring) within the meaning of Chapter 17, Sections 1-4 (or their equivalents from time to time) and, in relation to any additional Swedish Loan Party, subject to any further limitations set out in any accession documents applicable to such additional Swedish Loan Party, if any, and it is understood that such obligations shall apply only to the extent permitted by the abovementioned provisions of the Swedish Companies Act (as applicable);

(j)

to the extent legally effective all security will be given in favour of the Collateral Agent (for the benefit of the Secured Parties) and not the Secured Parties individually (with the Collateral Agent to hold one set of Collateral Documents for the Secured Parties); “parallel debt” provisions will be used where necessary (and included in the Credit Agreement and not the individual Collateral Documents);

(k)

there should be no action required to be taken in relation to the guarantees or securities when any Lender assigns or transfers any of its Loans or participation in the Loans to a new Lender;

(l)

no security shall be required over any real property other than Material Real Property located in the United States; and

(m)

no security will be granted over any Excluded Asset.

Guarantees and Security

Subject to the due execution of all relevant security documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, obtaining any relevant foreign legal opinions and subject to any guarantee and security limitations set out in the Loan Documents (and any relevant legal opinion) and other customary

limitations in the relevant jurisdiction reasonably agreed by the Collateral Agent, each guarantee and security will be an upstream, cross-stream and downstream guarantee and security for all liabilities of the Borrowers and the other Loan Parties under the Loan Documents in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction and subject to any other limitations set forth in these Agreed Security Principles.

The Collateral Agent and the Company shall negotiate the form of each Collateral Document in good faith in accordance with the terms of the Agreed Security Principles and the other limitations set forth in the Credit Agreement.

Initial Security

The Collateral Documents, subject to these Agreed Security Principles and the other limitations set forth in the Loan Documents, to be executed post-closing in accordance with Schedule 5.09(d) of this Agreement, shall be the following:


Document	Governing law	Parties	Assets secured
Share pledge agreement	Danish law	Nordic Fruit Holding AB (to be acknowledged by Total Produce Nordic A/S) Coöperatieve Rabobank U.A. New York Branch	The entire share capital of Total Produce Nordic A/S

Debenture	Irish	Total Produce plc Total Produce International Holdings Limited (Ireland) Total Produce Ireland Limited (Ireland) Total Produce International Limited Total Produce C Holdings Limited Calanthe Limited Bolanpass Limited Coöperatieve Rabobank U.A. New York Branch	For all – general assets plus specific share security as follows: Total Produce plc: shares in Total Produce International Holdings Limited, Total Produce Ireland Limited, Total Produce International Limited, Calanthe Limited, Allegro Limited Total Produce International Holdings Limited: shares in Total Produce C Holdings Limited and Bolanpass Limited Bolanpass Limited: shares in Hortim International Spol. Sro. (a Czech sub)

Share Charge	Irish	Total Produce International Finance B.V. Coöperatieve Rabobank U.A. New York Branch	Shares in Bolanpass Limited


Document	Governing law	Parties	Assets secured
Deed of Pledge of Shares	Dutch law	• Total Produce International Holdings Limited • Total Produce Ireland Limited • Total Produce Investments B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Total Produce Investments B.V.

Deed of Pledge of Shares	Dutch law	• Total Produce Investments B.V. • Total Produce Holdings B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Total Produce Holdings B.V.

Deed of Pledge of Shares	Dutch law	• Total Produce International Limited • Total Produce International Finance B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Total Produce International Finance B.V.

Omnibus Deed of Pledge	Dutch law	• Total Produce Holdings B.V. • Total Produce International Finance B.V. • Total Produce Investments B.V. • Total Produce B.V. Coöperatieve Rabobank U.A., New York Branch	Intercompany receivables Bank accounts Insurance policies Intellectual property Trade receivables

Debenture	English law	• TPH (UK) Limited • Total Produce Limited • Total Worldfresh Limited • Redbridge Produce & Flowers Limited • Bristol Fruit Sales (Market) Limited • Coöperatieve Rabobank U.A., New York Branch	General assets (including share security)

Document

Governing law

Parties

Assets secured

Share Charge

English law

Total Produce International Holdings Limited

Coöperatieve Rabobank U.A., New York Branch

Shares in TPH (UK) Limited

Governing Law, Covered Jurisdictions and Jurisdiction of Security

(a)

All security (other than share security described in clause (b) below) will be governed by the law of, and secure only assets located in, the jurisdiction of incorporation of the relevant Non-US Loan Party (or, with respect to any Material Real Property of any Non-US Loan Party, the jurisdiction that the real estate is located in the United States).

(b)

Share security over any Subsidiary incorporated or formed in an Agreed Security Jurisdiction will be governed by the law of the place of incorporation or formation of that Subsidiary. Share security over any Subsidiary incorporated or formed in any other jurisdiction will be governed by the law of the place of incorporation or formation of the relevant Non-US Loan Party granting the security.

(c)

No Collateral Document shall be governed by the law of any jurisdiction other than an Agreed Security Jurisdiction and no perfection action will be required in any jurisdiction other than an Agreed Security Jurisdiction.

(d)

Nordic Fruit and TP Nordic shall not be required to deliver any Collateral Document other than share security over any of its direct Subsidiaries organized in an Agreed Security Jurisdiction (to the extent not an Excluded Asset).

(e)

No floating charge shall be required with respect to any Loan Party organized under the laws of Denmark or with respect to any assets located in Denmark.

(f)

Guarantees to be provided in accordance with the Agreed Security Principles are to be provided by any Subsidiary that is not an Excluded Subsidiary.

(g)

No Loan Party organized under the laws of the Netherlands shall be required to deliver a share pledge with respect to the equity in any Swedish Subsidiary (including, without limitation, Nordic Fruit).

Terms of Collateral Documents

The following principles will be reflected in the terms of any security taken in connection with the Non-US Security Documents:

(a)

security will not be enforceable or crystallise unless (x) an Event of Default has occurred and is continuing and (y) the Collateral Agent has exercised its rights under Article VII of the Credit Agreement to terminate all or a part of the availability of the Commitments or cancel any undrawn portion of the Commitments or declare all or a part of the Loans to be immediately due and payable (unless the relevant demand or notice has been revoked in accordance with the Loan Documents) (an “Applicable Acceleration Event”);

(b)

the Collateral Agent shall only be able to exercise a power of attorney, proxy or similar delegation of authority granted to them under the Non-US Security Documents following the occurrence of an Applicable Acceleration Event and for as long as it is continuing;

(c)

the Non-US Security Documents should only operate to create security rather than to impose new commercial obligations or repeat clauses in Loan Documents; accordingly they should not contain additional representations, undertakings, covenants or other terms or indemnities (including in respect of title, insurance, information, notices, indemnities, tax gross up, distribution of proceeds, maintenance or protection of assets or the payment of fees, costs and expenses) unless these provisions are required for the creation, perfection, enforcement and/or registration of the security and then only to the extent they do not include, repeat or extend clauses set out in the Credit Agreement and, where applicable, are no more onerous than the terms of the Credit Agreement;

(d)

the Non-US Security Documents should not operate so as to prevent transactions which are permitted or not otherwise prohibited under the Credit Agreement or to require additional consents or authorizations for such transactions;

(e)

where relevant, the relevant Non-US Security Document will expressly exclude Excluded Assets from the property secured by that security document;

(f)

information, such as lists of assets, will, subject to any other limitation in these Agreed Security Principles, be provided if and only to the extent required by local law to be provided to create, perfect, enforce or register the relevant security interests;

(g)

where a Non-US Loan Party is free to dispose of an asset forming part of the Collateral to a non-Loan Party pursuant to the terms of the Loan Documents, the security interest in such Collateral shall be automatically released in accordance with the terms of the Credit Agreement; and

(h)

security will, where possible and practical, automatically create security over future assets of the same type as those already secured.

Intercompany Receivables

(a)

There will be no security over the intercompany receivables of any Non-US Loan Party other than as may be granted under a global security document, floating charge or similar global pledge governed by the law of the jurisdiction of such Non-US Loan Party.

(b)

If a Non-US Loan Party grants security over its intercompany receivables, then until an Applicable Acceleration Event has occurred and which is continuing any such Person will be free to deal with, amend, waive, repay or terminate its intercompany receivables over which it has granted security, to the extent not expressly prohibited from doing so by the Loan Documents.

(c)

If required under local law to create or perfect the security, notice of the security over intercompany receivables will be served on the relevant debtor and/or the security over intercompany receivables will be registered subject to the general principles set out in these Agreed Security Principles.

Shares

(a)

Until an Applicable Acceleration Event has occurred and which is continuing, the legal title of the shares or equivalent ownership interests subject to any security will remain with the relevant grantor of the security (unless transfer of title on granting such security is customary in the applicable jurisdiction).

(b)

Until an Applicable Acceleration Event has occurred and which is continuing, any grantor of share security will be permitted to retain and to exercise all voting rights and powers in relation to any shares or equivalent ownership interests and other related rights charged by it and receive, own and retain all assets and proceeds in relation thereto without restriction or condition, subject to (i) any express provisions of the Loan Documents to the contrary and (ii) any express requirements under the relevant Non-US Security Documents to deliver stock certificates and other similar documents of title.

(c)

Where customary and applicable as a matter of Law, as soon as reasonably practicable (taking into account any stamping or other transfer requirements) following the granting of any share security over certificated shares, the applicable share certificate (or other documents evidencing title to the relevant shares), if any, and a stock transfer form executed in blank (or applicable law equivalent) will be provided to the Collateral Agent and, where required by Law, the share certificate or shareholders’ register will be endorsed or written up and the share certificate or copy of the written up register provided to the Collateral Agent.

(d)

Unless the restriction is required by Law or the terms of a shareholder agreement entered into with a party that is not member of the Group, the constitutional documents of the company whose shares are to be charged or pledged will be amended to the extent that it is within the power of the security grantor to do so (without breaching obligations to third parties) to remove any restriction on the charging or pledging of such shares and on the transfer or the registration of the transfer of the shares on enforcement of the security granted over them.

(e)

No security shall be required to be granted over any shares or ownership interests in any joint venture or similar arrangement or any company in which any Loan Party has a minority interest to the extent constituting an Excluded Asset.

(f)

If required under local law, security over shares or equivalent ownership interests will be registered subject to the general principles set out in these Agreed Security Principles.

(g)

In relation to any security over shares in a Danish company, notice of the security will be served on the Danish company whose shares have been pledged immediately upon creation of that security and the applicable grantor of that security will simultaneously obtain an acknowledgement of that notice from the Danish company, together with an updated share register recording the pledge.

Bank accounts

(a)

There will be no security over bank accounts of any Non-US Loan Party other than as may be granted under a global security document, floating charge or similar global pledge governed by the law of the jurisdiction of such Non-US Loan Party.

(b)

Until an Applicable Acceleration Event has occurred and is continuing, there will be no account control agreements or “fixed” security over bank accounts, cash or receivables or any obligation to hold, pay or sweep cash or receivables into a particular account.

(c)

If a Non-US Loan Party grants security over its bank accounts, then until an Applicable Acceleration Event has occurred which is continuing, such Non-US Loan Party shall be free to deal with those bank accounts in the ordinary course of its business in accordance with the terms of the Loan Documents.

(d)

No notice shall be prepared or given to any account bank or with respect to any applicable bank account until an Applicable Acceleration Event has occurred which is continuing.

(e)

Any security over bank accounts will be subject to Liens (if any) in favour of the account bank which are created either by law or in the standard terms and conditions of the account bank, whether created or arising before or after the security in favour of the Secured Parties has been given. No grantor of security will be required to change its banking arrangements or standard terms and conditions in connection with the granting of bank account security.

Insurance Policies

(a)

There will be no security over the insurance policies of any Non-US Loan Party other than as may be granted under a global security document, floating charge or similar global pledge governed by the law of the jurisdiction of such Non-US Loan Party.

(b)

If required by local Law to create and/or perfect the security over insurance policies of a Non-US Loan Party (to the extent so granted under a global security document, floating charge or similar global pledge governed by the law of the jurisdiction of such Non-US Loan Party), then notice of the security will be served on the insurance provider (within the number of days required (if any) by such local Law or otherwise within a reasonable period of time after the grant of security).

(c)

No loss payee or other endorsement shall be required to be made on any insurance policy and no Lender or Collateral Agent shall be required to be named as co-insured, additional insured or loss payee with respect to insurance policy of any Non-US Loan Party.

10.

Intellectual Property

(a)

There will be no security over intellectual property of any Non-US Loan Party other than as may be granted under a global security document, floating charge or similar global pledge governed by the law of the jurisdiction of such Non-US Loan Party.

(b)

If a Non-US Loan Party grants security over its intellectual property, then until an Applicable Acceleration Event has occurred which is continuing such Non-US Loan Party shall be free to deal with those assets in the ordinary course of its business in accordance with the terms of the Loan Documents.

(c)

No notice shall be prepared or given to any third party from whom intellectual property is licensed until an Applicable Acceleration Event has occurred which is continuing.

(d)

If required under local Law, the registration of security interests in respect of intellectual property will only be in respect of material intellectual property in the jurisdiction of incorporation of the relevant Non-US Loan Party subject to the general principles set out in these Agreed Security Principles including specifically as to cost / benefit. Registration of such material intellectual property will only be required at a relevant supra-national registry (such as the EU), subject to the general principles set out in these Agreed Security Principles including specifically as to cost / benefit.

11.

Trade Receivables

(a)

There will be no security over trade receivables of any Non-US Loan Party other than as may be granted under a global security document, floating charge or similar global pledge governed by the law of the jurisdiction of such Non-US Loan Party.

(b)

If a Non-US Loan Party grants security over its trade receivables then, until an Applicable Acceleration Event has occurred which is continuing, such Non-US Loan Party will be free to deal with, amend, waive, repay or terminate those receivables in the course of its business and in accordance with the terms of the Loan Documents.

(c)

No notice of security may be prepared or served unless an Applicable Acceleration Event has occurred which is continuing.

(d)

If required by local Law to create and/or perfect security then security over trade receivables will be registered subject to the general principles set out in these Agreed Security Principles.

(e)

Any list of trade receivables required shall not include details of the underlying contracts. No security over such trade receivables shall be perfected with public filings where it would put the details of such trade receivables or the underlying contracts at material risk of public disclosure or where disclosure of such a list would cause the relevant Non-US Loan Party to breach any data protection obligations or other confidentiality obligations owed by it.

Schedule 2.01

Commitments


Revolving Lender	Revolving Commitment
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH	$	500,000,000
Total	$	500,000,000

Schedule 2.16(h)

UK Treaty Lenders and UK Non-Bank Lenders


Lender	DTTP scheme reference number	Jurisdiction of tax residence
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH	1/C/70166/DTTP	Netherlands
COÖPERATIEVE RABOBANK U.A.	1/C/70166/DTTP	Netherlands

Schedule 3.01

Subsidiaries

Owned Entity

Name

Owned Entity’s
Domestic
Jurisdiction

Percent Owned

Loan Party

Owner’s
Jurisdiction

Hortim International Spol. sro

Czech Republic

74.90

BOLANPASS LIMITED

Ireland

Total Produce USA Holdings Inc.

Delaware

69.18

Calanthe Limited

Ireland

Nordic Canada Holdings AB

Sweden

Nordic Fruit Holding AB

Sweden

Orange Direct Load Services B.V.

Netherlands

Nordic Fruit Holding AB

Sweden

Total Produce Nordic A/S

Denmark

100

Nordic Fruit Holding AB

Sweden

Total Produce Nordic AB

Sweden

100

Nordic Fruit Holding AB

Sweden

Nordic Canada Holdings AB

Sweden

TOTAL PRODUCE C HOLDINGS LIMITED

Ireland

Agrofruta B.V.

Netherlands

Total Produce Holdings B.V.

Netherlands

Anaco International B.V.

Netherlands

100

Total Produce Holdings B.V.

Netherlands

Borg Distributors Unlimited Company

Ireland

100

Total Produce Holdings B.V.

Netherlands

Direct Fruit Services B.V.

Netherlands

Total Produce Holdings B.V.

Netherlands

Canarias SA

Spain

Total Produce Holdings B.V.

Netherlands

Global Fruit Investments B.V.

Netherlands

100

Total Produce Holdings B.V.

Netherlands

Nordic Fruit Holding AB

Sweden

100

Total Produce Holdings B.V.

Netherlands

Riverland Produce Supplies B.V.

Netherlands

Total Produce Holdings B.V.

Netherlands

Total Produce Management Services B.V.

Netherlands

100

Total Produce Holdings B.V.

Netherlands

TP Haluco Holdings B.V.

Netherlands

Total Produce Holdings B.V.

Netherlands

TP Holdings Brazil Limitada

Brazil

100

% less 1 share

Total Produce Holdings B.V.

Netherlands

BOLANPASS LIMITED

Ireland

100

% A Shares

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

Fountain Global Limited

100

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

TOTAL PRODUCE C HOLDINGS LIMITED

Ireland

100%

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

Total Produce Investments B.V.

Netherlands

89.74%

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

Total Produce USA Holdings Inc.

Delaware

0.07%

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

TPH (UK) Limited

100%

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

Total Produce International Finance BV

Netherlands

100%

TOTAL PRODUCE INTERNATIONAL LIMITED

Ireland

Total Produce USA Holdings Inc.

Delaware

30.75%

TOTAL PRODUCE INTERNATIONAL LIMITED

Ireland

Waddell Limited

Ireland

100%

TOTAL PRODUCE INTERNATIONAL LIMITED

Ireland

Alcala Property Investments Limited

Ireland

100%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Amoor Produce 1 Limited

Ireland

100%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Iverk Produce Limited

Ireland

51%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Monsport Limited

Ireland

50%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Tarcomb Limited

Ireland

50%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Total Produce Investments B.V.

Netherlands

10.26%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Total Produce Ireland Pension Trust Limited

Ireland

100%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Wexford Tomatoes Limited

Ireland

100%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Zorita Limited

Ireland

100%

TOTAL PRODUCE IRELAND LIMITED

Ireland

Krydder Gront A/S

Denmark

51%

Total Produce Nordic A/S

Denmark

Nordic Fruit A/S

Denmark

60%

Total Produce Nordic A/S

Denmark

TPN Ejendomme ApS

Denmark

100%

Total Produce Nordic A/S

Denmark

Allegro Limited

Ireland

90%

Total Produce plc

Ireland

Calanthe Limited

Ireland

100%

Total Produce plc

Ireland

Express Fruit Limited

Ireland

55%

Total Produce plc

Ireland

Negev Limited

Ireland

100%

Total Produce plc

Ireland

Sunpak & Mayfield Fresh Produce Limited

Ireland

100%

Total Produce plc

Ireland

Total Produce Corporate Finance Limited

Ireland

100%

Total Produce plc

Ireland

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

100%

Total Produce plc

Ireland

TOTAL PRODUCE INTERNATIONAL LIMITED

Ireland

100%

Total Produce plc

Ireland

TOTAL PRODUCE IRELAND LIMITED

Ireland

100%

Total Produce plc

Ireland

Total Produce Management Services Limited

Ireland

100%

Total Produce plc

Ireland

TP Secretarial Services Limited

Ireland

100%

Total Produce plc

Ireland

Uniplumo (Ireland) Limited

Ireland

100%

Total Produce plc

Ireland

Avocado Investments, LLC

Delaware

100%

Total Produce USA Holdings Inc.

Delaware

Progressive Produce, LLC

Delaware

65%

Total Produce USA Holdings Inc.

Delaware

Total Produce Chile Holdings SpA

Chile

100%

Total Produce USA Holdings Inc.

Delaware

R Group Holdings Limited

100%

TPH (UK) Limited

Total Produce Holdings (UK) Limited

100%

TPH (UK) Limited

Schedule 3.05

Material Real Property

None.

Schedule 3.06

Litigation

None.

Schedule 5.09(d)

Post-Closing Matters

(a) Within 10 Business Days of the Closing Date (or such longer period as may be agreed to by the Collateral Agent in its sole discretion), the Company shall deliver to the Collateral Agent stock certificates representing the shares issued by Total Produce USA Holdings Inc. to Total Produce International Holdings Limited, Calanthe Limited and Total Produce International Limited (together with undated stock powers executed and delivered in blank by a duly authorized signatory of the applicable holders of such stock certificates).

(b) Within 90 days of the Closing Date (or such longer period as may be agreed to by the Collateral Agent in its sole discretion), subject to the Agreed Security Principles, each of the Restricted Subsidiaries listed below (a “New Guarantor”) shall deliver to the Collateral Agent an Assumption Agreement (substantially in the form of Annex 1 to the Guarantee Agreement) pursuant to which such Restricted Subsidiary shall become party to the Guarantee Agreement:

•

Total Produce B.V.

•

Total Produce International Finance B.V.

•

Total Produce Investments B.V.

•

Bristol Fruit Sales (Market) Limited

•

Redbridge Produce & Flowers Limited

•

Total Worldfresh Limited

•

Total Produce Limited

(c) Within 90 days of the Closing Date (or such longer period as may be agreed to by the Collateral Agent in its sole discretion), subject to the Agreed Security Principles, the Collateral Agent shall have received executed counterparts of the documents listed below from each of the applicable Loan Parties:


Document	Governing law	Parties	Assets secured
Share pledge agreement	Danish law	Nordic Fruit Holding AB (to be acknowledged by Total Produce Nordic A/S) Coöperatieve Rabobank U.A., New York Branch	The entire share capital of Total Produce Nordic A/S

Debenture	Irish law	Total Produce plc Total Produce International Holdings Limited Total Produce Ireland Limited Total Produce International Limited Total Produce C Holdings Limited Calanthe Limited Bolanpass Limited Coöperatieve Rabobank U.A., New York Branch	For all – general assets plus specific share security as follows: Total Produce plc: shares in Total Produce International Holdings Limited, Total Produce Ireland Limited, Total Produce International Limited, Calanthe Limited, Allegro Limited Total Produce International Holdings Limited: shares in Total Produce C Holdings Limited and Bolanpass Limited Bolanpass Limited: shares in Hortim International Spol. Sro. (a Czech sub)


Document	Governing law	Parties	Assets secured
Share Charge	Irish law	Total Produce International Finance B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Bolanpass Limited

Deed of Pledge of Shares	Dutch law	Total Produce International Holdings Limited Total Produce Ireland Limited Total Produce Investments B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Total Produce Investments B.V.

Deed of Pledge of Shares	Dutch law	Total Produce Investments B.V. Total Produce Holdings B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Total Produce Holdings B.V.

Deed of Pledge of Shares	Dutch law	Total Produce International Limited Total Produce International Finance B.V. Coöperatieve Rabobank U.A., New York Branch	Shares in Total Produce International Finance B.V.

Omnibus Deed of Pledge	Dutch law	Total Produce Holdings B.V. Total Produce International Finance B.V. Total Produce Investments B.V. Total Produce B.V. Coöperatieve Rabobank U.A., New York Branch	Intercompany receivables Bank accounts Insurance policies Intellectual property Trade receivables

Debenture	English law	TPH (UK) Limited Total Produce Limited Total Worldfresh Limited Redbridge Produce & Flowers Limited Bristol Fruit Sales (Market) Limited Coöperatieve Rabobank U.A., New York Branch	General assets

Document

Governing

law

Parties

Assets secured

Share Charge

English law

Total Produce International Holdings Limited

Coöperatieve Rabobank U.A., New York Branch

Shares in TPH (UK) Limited

(d) Within 90 days of the Closing Date (or such longer period as may be agreed to by the Collateral Agent in its sole discretion), subject to the Agreed Security Principles, the Collateral Agent shall have received:

(i) customary corporate (or other organizational) resolutions with respect to each New Guarantor and each Irish Loan Party (in substantially the form provided to the Collateral Agent on the Closing Date by the Loan Parties organized in the same jurisdiction as the applicable New Guarantor, or in the case of each Irish Loan Party substantially in the form provided to the Collateral Agent on the Closing Date by the Irish Loan Parties (with any changes necessary to account for such New Guarantor not being a Borrower under the Credit Agreement or, in the case of each Irish Loan Party, any Loan Documents not entered into by that Irish Loan Party on the Closing Date));

(ii) a customary secretary’s (or equivalent) certificate with respect to each New Guarantor and each Irish Loan Party (in substantially the form provided to the Collateral Agent on the Closing Date by the Loan Parties organized in the same jurisdiction as the applicable New Guarantor (with any changes necessary to account for such New Guarantor not being a Borrower under the Credit Agreement or, in the case of each Irish Loan Party, any Loan Documents not entered into by that Irish Loan Party on the Closing Date)); and

(iii) executed legal opinions of (A) Skadden, Arps, Slate, Meagher & Flom, LLP, special New York counsel to the Company, (B) Loyens & Loeff N.V., Dutch counsel to the Administrative Agents, the Collateral Agent and the Lenders, (C) Plesner Advokatpartnerselskab, Danish counsel to the Administrative Agents, the Collateral Agent and the Lenders (with respect to enforceability), (D) McCann FitzGerald, Irish counsel to the Administrative Agents, the Collateral Agent and the Lenders, (E) Advokatfirman Vinge , Swedish counsel to the Company and (F) Cahill Gordon & Reindel (UK) LLP, UK counsel to the Administrative Agent, the Collateral Agent and the Lenders, in each case in the case of this clause (iii) in customary form and substance (relating to clauses (b) and (c) above, as applicable).

Schedule 6.01

Existing Indebtedness

1.	The following Indebtedness of Total Produce and its Subsidiaries:

(a)

Indebtedness incurred under the Total Produce Note Purchase Agreements.

(b)

Indebtedness incurred under the Existing Total Produce RCFs.

(c)

Certain overdraft facilities of Subsidiaries guaranteed by Total Produce:


Total Produce Entity	Guaranteed party	Currency		Maximum
Total Produce Ireland and certain Northern Ireland Subsidiaries ⁽¹⁾	AIB		EUR		10,000,000
ASF Holland BV	Rabobank		EUR		10,000,000
TPH (UK) Limited	NatWest		GBP		15,000,000
TP Haluco Holdings BV	ABN AMRO		EUR		15,000,000
TP Haluco Holdings BV	Rabobank		EUR		17,500,000
Total Exotics BV	Rabobank		EUR		3,000,000
Total Produce BV	ABN AMRO		EUR		10,000,000
Total Produce USA Holdings, Inc.	HSBC		USD		5,000,000
Progressive Produce LLC	Bank of America		USD		11,000,000

(1)

Total Produce guarantee allocated to overdraft facility, included in the EUR 10,000,000


Total Produce Entity	Currency		Maximum
Allegro Limited		GBP		100,000
Allegro Limited Re: Allegro Distribution		GBP		250,000
Get Fresh (N.I.) Limited		GBP		50,000
Total Produce Belfast Limited		GBP		300,000
TOTAL PRODUCE IRELAND LIMITED		GBP		50,000
Wholefoods Wholesale Limited		GBP		100,000

(d)

Certain non-guaranteed overdraft facilities:


Total Produce Entity	Bank	Currency		Maximum
Nordic Fruit Holdings AB	Danske		SEK		50,000,000
Fruit Market Investments S.L.	Sabadell		EUR		500,000
Fruit Market Investments S.L.	BBVA		EUR		1,000,000
Fruit Market Investments	Caixa		EUR		300,000
Iverk Produce Limited	Bank of Ireland		EUR		100,000


Hortim International Spol sro	Citibank	CZK	100,000,000
Hortim International Spol sro	Komercni Bank	CZK	100,000,000
Allegro Limited	AIB	GBP	200,000
Indigo Holdings SAS	Société Générale	EUR	4,500,000

(e) Certain overdraft facilities of joint ventures and associates guaranteed by Total Produce and/or its Subsidiaries:

Joint Venture/Associate

Guarantor

Guaranteed party

Currency

Maximum

Suri Agro Fresh Private Limited

Total Produce plc

HSBC overdraft

INR

260,000,000

Vezet Convenience Nordic AB⁽¹⁾

Nordic Fruit
Holding AB

VCN’s bank

SEK

4,578,000

(1)

Total guarantee provided by Nordic Fruit Holding AB is SEK12,500k split between the overdraft and the leasing facility

(f) Certain term loans of Subsidiaries guaranteed by Total Produce:


Total Produce Entity	Guaranteed party	Currency		Amount
Hortim International Spol. sro	Komercni Bank		CZK		150,000,000
Hortim International Spol. sro	Unicredit Bank		EUR		4,000,000
Grandview Brokerage Limited and subsidiaries	HSBC		USD		20,000,000
Grandview Brokerage Limited and subsidiaries	CIBC		USD		10,000,000
Grandview Brokerage Limited and subsidiaries	RBC		USD		10,000,000
Grandview Brokerage Limited and subsidiaries	Bank of America		USD		15,000,000
Grandview Brokerage Limited and subsidiaries	HSBC		USD		3,600,000

(g) Certain other term loans of Subsidiaries of Total Produce:

Total Produce Entity

Bank

Maturity

Currency

Amount

As at

Eco Farms Investments Holdings, LLC

Pacific Premier Bank

11/1/2023

USD

2,800,000

12/31/2020

Eco Farms Trading Operations, LLC

FMC

6/14/2023

USD

32,406

12/31/2020

Eco Farms Trading Operations, LLC

Ascentium Capital

12/11/2022

USD

113,714

12/31/2020

Progressive

Produce, LLC

Bank of

America

11/20/2024

USD

2,680,566

12/31/2020

Argofruta Brazil

Comercial

Exportadora

Limitada

Itau Bank

2021

BRL

1,407,972

12/31/2020

Argofruta Brazil

Comercial

Exportadora

Limitada

Santander

2022

BRL

3,519,556

12/31/2020

Mark Murphy &

Partner Limited

Bank of

Scotland

2/28/2022

GBP

548,418

12/31/2020

Fruit Market

Investments

S.L.

BBVA

6/30/2021

EUR

1,000,000

12/31/2020

(h) Certain term loans of joint ventures guaranteed by Total Produce and/or its Subsidiaries:

Total Produce Entity

Given by

Guaranteed party

Currency

Amount

As at

Foreshore Properties

Unlimited

Total Produce plc

BOI

EUR

1,620,000

12/31/2020

Vezet Convenience

Nordic Fastigheter AB

Nordic Fruit

Holding AB

For the loan in

Swedbank

SEK

57,944,000

12/31/2020

Vezet Convenience

Nordic Fastigheter AB

Nordic Fruit

Holding AB

VCNF/Vidinge

(leasing)

SEK

7,923,000

12/31/2020

(i) Certain finance leases:

Reporting Lessee

Division

Lessor

Lease
Reference

Start Date

End Date

Currency

Lease
Liability
as of
12/31/20

Orange

Direct

Load

Services

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

NL1021-

MV-

G291VJ

2/1/2020

12/31/2023

EUR

23,515

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-BZT

668

3/13/2018

3/13/2021

SEK

23,445

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-CKK

12B

8/25/2020

8/24/2023

SEK

21,579

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-HOL

98K

11/20/2020

11/19/2023

SEK

20,955

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-LYN

82B

2/1/2020

9/30/2022

SEK

31,775

Total

Produce

Nordic AB

Group

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-OBW

94S

7/1/2019

7/1/2022

SEK

10,226

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-SGP

569

10/18/2018

10/18/2021

SEK

19,224

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-YPW

418

8/22/2018

8/22/2021

SEK

50,715

Total

Produce

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1001-

MV-ZBO

060

4/3/2018

4/3/2021

SEK

10,730

Interbanan

Scandinavia AB

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1002-

MV-HPL

59B

2/1/2020

12/31/2022

SEK

18,321

Interbanan

Scandinavia AB

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1002-

MV-WJW

18P

3/19/2019

3/19/2022

SEK

7,632

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-BMW

575

4/6/2018

4/6/2021

SEK

12,808

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-BOE

63U

7/31/2020

7/30/2023

SEK

17,988

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-CAH

25E

5/15/2020

5/14/2023

SEK

13,730

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-CBM

85T

11/25/2020

11/24/2023

SEK

17,189

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-CEE

53L

11/1/2020

10/31/2023

SEK

25,630

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-CUP

15E

5/5/2020

5/4/2023

SEK

13,390

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-DUR

44H

7/1/2020

6/30/2023

SEK

20,721

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-FLH

55T

7/9/2020

7/8/2023

SEK

12,915

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-HOK

49P

4/12/2019

4/12/2022

SEK

15,016

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-HYS

90U

2/1/2020

10/31/2022

SEK

13,477

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-JKF

18A

8/3/2020

8/2/2023

SEK

19,572

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-KRT

695

4/25/2018

4/25/2021

SEK

22,400

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-LCE

90U

11/1/2020

10/31/2023

SEK

16,852

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-MKG

03A

7/9/2019

7/9/2022

SEK

14,656

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-MMH

73A

7/1/2019

7/1/2022

SEK

12,770

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-OBD

22M

3/1/2019

3/1/2022

SEK

8,322

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-OZN

32A

2/1/2020

1/31/2023

SEK

20,192

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-PDS

34B

9/1/2020

8/31/2023

SEK

25,623

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-PMR

44A

7/1/2019

7/1/2022

SEK

10,755

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-PPF

74B

2/28/2019

2/28/2022

SEK

8,796

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-RES

44N

7/4/2019

7/4/2022

SEK

12,533

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-SXK

815

7/18/2018

7/18/2021

SEK

15,130

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-UKN

17S

4/1/2020

3/31/2023

SEK

8,690

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-WSK

092

11/13/2018

11/13/2021

SEK

16,278

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-XEK

91R

3/31/2019

3/31/2022

SEK

9,756

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-YGZ

92A

3/1/2020

2/28/2023

SEK

16,073

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-YNL

652

3/19/2019

3/19/2022

SEK

15,190

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-ZAU

730

9/11/2018

9/11/2021

SEK

16,335

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-ZBE

191

1/2/2018

1/2/2021

SEK

15,146

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-ZCU

538

1/18/2018

1/18/2021

SEK

10,999

Everfresh

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1005-

MV-ZDJ

681

1/11/2018

1/11/2021

SEK

16,240

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-CWH

467

11/9/2018

11/9/2021

SEK

21,687

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-GXA

475

6/1/2018

6/1/2021

SEK

11,413

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-GZA

325

4/5/2019

4/5/2022

SEK

9,621

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-JXL

88N

4/1/2019

4/1/2022

SEK

8,136

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-LTO

886

8/18/2020

8/17/2023

SEK

5,718

Nowaste Logistics

Nordic AB

Group

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-PUM

357

8/29/2019

8/29/2022

SEK

4,504

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-WMN

079

5/2/2018

5/2/2021

SEK

12,735

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

PPE-

097

3/31/2020

4/1/2025

SEK

5,210,136

Nowaste Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

PPE-

098

3/31/2020

4/1/2025

SEK

959,722

SABA

Fruit

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1015-

MV-ERC

57N

10/2/2020

10/1/2023

SEK

18,645

SABA

Fruit

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1015-

MV-SFC

86T

8/1/2020

7/31/2023

SEK

19,782

Hedenbys

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1016-

MV-UYY

48K

2/1/2020

1/31/2023

SEK

11,967

Hedenbys

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1016-

MV-XJJ

29W

2/1/2020

1/31/2023

SEK

12,734

TP Haluco

Holding BV

Haluco /

Subsidiary

Haluog

WMS

Bleiswijk

1/1/2019

12/31/2024

EUR

458,469

Total

Exotics

TP Direct

Group

Sarco

Packaging

B.V.

Sarco label

apparaat

1/1/2020

6/30/2021

EUR

2,392

Indigo

Holding

SAS

Subsidiary /

Indigo

Sogelease

FR1002—

CO00466026

10/1/2020

5/31/2023

EUR

34,371

Indigo

Holding

SAS

Subsidiary /

Indigo

Sogelease

FR1002—

CO00466030

10/1/2020

5/31/2023

EUR

35,131

Total

Exotics

TP Direct

Group

Sorma

Benelux

Sorma

omsnoermachine

1/1/2020

10/31/2021

EUR

8,947

Eco Farms

Investments

Holdings, LLC

Oppy Group /

Subsidiary

Toyota

Commercial

Finance

US9005

-Forklift69970

5/14/2018

5/13/2023

USD

8,948

Eco Farms

Investments

Holdings, LLC

Oppy Group /

Subsidiary

Toyota

Commercial

Finance

US9005-

ForkliftScale

10/22/2018

10/21/2021

USD

2,538

Eco Farms

Investments

Holdings, LLC

Oppy

Group /

Subsidiary

Toyota

Commercial

Finance

US9005-

CrownLift

Trucks

7/1/2019

6/30/2024

USD

17,747

Eco Farms

Investments

Holdings, LLC

Oppy

Group /

Subsidiary

Toyota

Commercial

Finance

US9006-

Forklift70214

3/15/2019

3/14/2024

USD

11,973

Hedenbys

Nordic AB

Group /

Subsidiary

Toyota

Material

Handling

Sweden

SE1016-

MV-

GOW 87R

12/12/2019

12/11/2022

SEK

12,423

Nowaste

Logistics

Nordic AB

Group /

Subsidiary

Volvo

Car lease

SEK

SE1006-

MV-YFL
90H

12/13/2019

12/12/2022

SEK

11,994

Lessee

Division

Lessor

Lease reference

Start date

End date

Currency

Lease
Liability at
02/28/21

Orange

Direct

Load

Services

Nordic AB

Group /

Subsidiary

ALD

Automotive

(Axus Nederland BV)

NL1021-

MV-K534GX

1/1/2021

11/30/2025

EUR

42,655

Nowaste

Logistics

Nordic AB

Group /

Subsidiary

Danske

Finans,

Volkswagen

Finans

Sverige AB

SE1006-

MV-GFF 17G

1/1/2021

11/30/2023

SEK

19,101

Orange

Direct

Load

Services

Nordic AB

Group /

Subsidiary

Mercedes

NL1021-

MV-J-897-KG

1/1/2021

8/31/2025

EUR

35,632

(j) Certain guarantees and counter indemnities:

(A) VAT guarantees:

Total Produce Entity

Given by

Guaranteed party

Currency

Maximum

Nordic Fruit

Holding AB

Saba Fruit

Hedenbys

SEK

1,928,000

Total Produce

Nordic A/S

Danske Bank A/S,

no 67G0770534

SKAT Aarhus

DKK

1,000,000

TPH (UK) Limited

NatWest

HMRC

GBP

500,000

Direct Fruit

Services B.V.

ABN AMRO UK

UK Customs

GBP

50,000

(B) custom duties guarantees:

Total Produce Entity

Given by

Guaranteed Party

Currency

Maximum

Fruit Market Investments S.L.

Sabadell

Customs

EUR

450,000

EurobananCanarias SA

Santander Bank

Customs

EUR

91,252

Total Produce Nordic A/S

Danske Bank A/S, no 85G0251255

Tullverket

SEK

1,670,000

Haluco BV

ABN AMRO NL

Customs

EUR

9,076

Total Produce B.V.

ABN AMRO

Customs

EUR

38,250

TOTAL PRODUCE IRELAND LIMITED

Revenue—AEP Bureau Customs Division

EUR

38,000

Nordic Fruit Holding AB

Interbanan Scandinavia

Tullverket (Swedish customs agency)

SEK

6,893,000

Nordic Fruit Holding AB

Everfresh AB

Tullverket (Swedish customs agency)

SEK

1,624,000

Total Produce Entity

Given by

Guaranteed party

Currency

Maximum
Amount

Fruit Market Investments S.L.

Sabadell

Del Monte

EUR

1,000,000

Fruit Market Investments S.L.

Caixa Bank

Del Monte

EUR

1,000,000

Fruit Market Investments S.L.

Caixa Bank

Del Monte

EUR

600,000

EurobananCanarias SA

BBVA

Zespri International
(Europe) N.V.

EUR

5,000,000
5,000,000

Nordic Fruit Holding AB

Danske
Bank

Zespri International

EUR

200,000

TPH (UK) Limited

NatWest

Zespri

GBP

40,000

TOTAL PRODUCE IRELAND LIMITED

AIB

Zespri International
(Europe) N.V.

EUR

120,000

Haluco BV

Supplier guarantees are currently being finalized

(D) other guarantees:


Total Produce Entity	Given by	Guaranteed party	Currency	Maximum	Description

TPH (UK) Limited	Total Produce plc	RBS—bank guarantee facility	GBP	1,500,000	Guarantee provided by Total Produce plc, on TPH (UK) Limited’s GBP1.5m facility for bonds, credit cards, foreign currency and cheques

TPH (UK) Limited	NatWest	Rural Protection Agency	GBP	250,000	Guarantee required by the EU as TPH (UK) Limited operates in agricultural markets. The Rural Protection Agency which subsidizes farmers and growers in the UK. The guarantee would cover any payments to the Rural Protection Agency.

EurobananCanarias SA	Santander Bank	Comunidad de Madrid	EUR	2,226	Guarantee for repairs in Mercamadrid warehouse
Total Produce Nordic A/S	Danske Bank A/S, no 69G0429183	Livsmedels Verket	SEK	10,000	Guarantee Livsmedels Verket, the Swedish Food Agency. As Total Produce Nordic A/S is not a Swedish incorporated company, the guarantee is required to import product into Sweden.



Haluco BV	ABN AMRO NL	Auctions	EUR	12,395	Guarantees
Nedalpac NV	ABN AMRO NL	Auctions	EUR	12,500	provided to
ASF Holding BV	Rabobank	REO Veiling cyba	EUR	12,500	auctions/
ASF Holding BV	Rabobank	Veiling Hoogstraten	EUR	12,500	cooperatives,
TPH (UK) Limited	NatWest	Cooperative	GBP	25,000	required to register
TPH (UK) Limited	NatWest	Veiling Cooperative	GBP	25,000	as a buyer.
TPH (UK) Limited	NatWest	BelOrta	GBP	50,000
Direct Fruit Services, B.V.	ABN AMRO NL	BelOrta	EUR	50,000
Total Exotics BV	Rabobank	Warehouses de Pauw Nederland N.V.	EUR	115,000	Rental guarantee
Total Produce BV	ABN AMRO	Broekman	EUR	57,437
Fruit Market Investments S.L.	Novobanco	Warehouse Lisbon	EUR	9,976

(k) Certain intercompany loans as of December 31, 2020:


Lender	Borrower	Currency		Amount
EurobananCanarias SA	Total Produce Holdings BV		EUR		4,274,055
TPH (UK) Limited	Skoulikas Bedford Limited		GBP		401,347
TPH (UK) Limited	Total Produce Belfast Limited		GBP		1,804,033
Total Produce Holdings BV	Direct Fruit Services BV		EUR		1,250,000
TOTAL PRODUCE IRELAND LIMITED	Uniplumo (Ireland) Limited		EUR		2,090,205
Iverk Produce Limited	TOTAL PRODUCE IRELAND LIMITED		EUR		1,500,000
TOTAL PRODUCE IRELAND LIMITED	Allegro Limited		EUR		15,000,000
TOTAL PRODUCE IRELAND LIMITED	Total Exotics BV		EUR		1,932,963
Total Produce Holdings BV	Global Fruit Investments NV		EUR		1,076,504
Total Produce Investments BV	Global Fruit Investments NV		EUR		685,756
Global Fruit Investments BV	Gestion Fruta 200 SL		EUR		3,751,291


Total Produce Holdings BV	Total Produce Direct Holdings BV	EUR	1,450,000
Total Produce International Finance BV	TPH (UK) Limited	GBP	4,500,000
Total Produce USA Holdings Inc	Total Produce Chile Holdings SpA	USD	10,317,691
TOTAL PRODUCE IRELAND LIMITED	Total Produce Holdings BV	EUR	10,093,090
Nordic Fruit Holding AB	Direct Fruit Services BV	SEK	14,766,363
Total Produce plc	TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED	EUR	2,107,502
Total Produce plc	Allegro Limited	EUR	1,421,076
Total Produce plc	TOTAL PRODUCE IRELAND LIMITED	EUR	6,834,567
Tarcombe Limited	TOTAL PRODUCE IRELAND LIMITED	EUR	15,220
TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED	BOLANPASS LIMITED	EUR	1,298,678
TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED	Fountain Global Limited	EUR	1,567,000
Alcala Property Investments Limited	Total Produce Management Services Limited	EUR	30,000
TOTAL PRODUCE C HOLDINGS LIMITED	Total Produce Management Services Limited	EUR	701,766
TOTAL PRODUCE C HOLDINGS LIMITED	TOTAL PRODUCE IRELAND LIMITED	EUR	8,760,637
TOTAL PRODUCE C HOLDINGS LIMITED	Nordic Canada Holding AB	EUR	20,670,888
Waddell Limited	TOTAL PRODUCE IRELAND LIMITED	EUR	30,000
Waddell Limited	BOLANPASS LIMITED	EUR	8,826,174
Waddell Limited	Total Produce International Finance BV	EUR	5,076,593
Total Produce Management Services Limited	BOLANPASS LIMITED	EUR	4,727,578
Total Produce Management Services Limited	Total Produce Investments BV	EUR	301,836
Total Produce Holdings BV	Borg Distributors	EUR	975,127
Total Produce International Finance BV	Waddell Limited	EUR	370,837
Total Produce International Finance BV	Total Produce Management Services Limited	EUR	810,921
Fountain Global Limited	Fountain Capital Unlimited	EUR	1,567,000
Total Produce Sourcing Spain, S.A ⁽¹⁾	Direct Fruit Services BV	EUR	1,468,457
Haluco BV intercompany loans currently being finalized.

(1) Maximum amount under the loan agreement is EUR1,500,000.

2.	The following Indebtedness of the Acquired Business existing as of the Closing Date:

(a)

Certain capital leases:


Subsidiary	Bank	Borrowing Date		Maturity Date		Interest Rate			Amount (in USD 000’s)
Dole Chile S.A.	Cherry Services SPA		11/1/2018		11/1/2030		6.12	%		4,058
Dole Chile S.A.	Cherry Services SPA		11/1/2019		11/1/2031		6.12	%		2,722
Dole Chile S.A.	Cherry Services SPA		11/1/2020		11/1/2032		6.12	%		4,460
Ventura Trading, Ltd.	De Lage Landen Financial Services		11/1/2018		11/1/2021		5.82	%		5,933
Ventura Trading, Ltd.	Beacon Intermodal		12/30/2019		12/30/2022		6.57	%		6,135
Ventura Trading, Ltd.	Textainer		12/30/2020		12/30/2025		5.39	%		6,527
Tropical Fruit America	Flexi-Van Leasing		11/1/2018		11/1/2021		5.82	%		3,778
Dole Italia SpA	SelmaBipiemme		6/1/2019		5/31/2024		2.44	%		128
Dole Italia SpA	SelmaBipiemme		7/1/2019		6/30/2023		3.55	%		44
Dole Italia SpA	SelmaBipiemme		6/1/2019		5/31/2023		3.33	%		153
Dole Italia SpA	SelmaBipiemme		7/1/2019		6/30/2023		3.33	%		136
Dole Italia SpA	SIL SpA		1/1/2019		12/31/2030		3.00	%		4,402
Dole Italia SpA	SelmaBipiemme		10/22/2020		10/22/2025		5.68	%		64
Dole Italia SpA	SelmaBipiemme		10/30/2020		10/31/2025		5.68	%		75
Dole Italia SpA	SelmaBipiemme		11/18/2020		11/18/2025		5.68	%		27

(b)

Certain Indebtedness of non-U.S. Subsidiaries of the Acquired Business:

Vessel Facility

Subsidiary

Bank

Borrowing
Date

Maturity
Date

Amount
(in USD
000’s)

Dole Pacific

DVB/K-Sure

5/18/2015

11/10/2027

20,813

Dole Atlantic

DVB/K-Sure

2/10/2016

2/10/2028

21,583

Dole Caribbean

DVB/K-Sure

5/10/2016

5/10/2028

22,354

Dole Maya

Rabobank

1/14/2021

1/14/2030

24,549

Asset Based Loans

Subsidiary

Bank

Borrowing
Date

Maturity
Date

Amount
(in USD
000’s)

Dole Chile S.A.

Banco Santander

6/23/2016

7/5/2026

3,853

Dole Chile S.A.

Banco Santander

6/23/2016

7/5/2026

7,203

Dole Chile S.A.

Banco Santander

6/23/2016

7/5/2026

4,214

Dole Chile S.A.

Banco Santander

6/23/2016

7/5/2021

570

Agroindustrial Piñas del Bosque S.A

Banco Bac Credomatic S.A

7/1/2016

7/1/2026

11,825

Term Loans

Subsidiary

Bank

Borrowing
Date

Maturity
Date

Amount
(in USD
000’s)

Standard Fruit de Argentina S.A.

BCI

3/23/2021

3/23/2026

2,396


Local Lines of Credit
Subsidiary	Bank	Currency		Credit Limit (LOC) (in 000’s)
Dole Chile S.A.	Banco de Credito e Inversiones		USD		23,000
Dole Chile S.A.	Banco Santander		USD		10,000
Dole Chile S.A.	Banco de Chile		USD		8,000
Dole Chile S.A.	Banco Itau		USD		14,000
Dole South Africa	ABSA Bank		ZAR		100,000
Standard Fruit Honduras	Banco Atlantida		USD		12,000
Agricola Santa Ines	Banco Atlantida		USD		4,000
Agroindustria del Caribe	Banco Atlantida		USD		2,000
Agropecuaria el Porvenir	Banco Atlantida		USD		4,000
Bananera Rio Mame	Banco Atlantida		USD		3,000
Productora Agricola de Atlantida	Banco Atlantida		USD		3,000
Compañia Agricola Bonito Oriental	Banco Atlantida		USD		2,000

Other Bank Facilities

Subsidiary

Bank

Currency

Credit
Limit
(LOC)
(in 000’s)

Purpose

AB Banankompaniet

SEB

SEK

7,000

Guarantees

Standard Fruit Costa Rica

Banco Bac Credomatic S.A

USD

3,250

Guarantees, Leasing and Credit Cards

Dole South Africa

Standard Bank

ZAR

5,177

Guarantees

Dole South Africa

ABSA

ZAR

5,250

Guarantees

(c)

Certain letters of credit:

Subsidiary

Bank

Currency

Beneficiary

Amount
LOC
(in 000’s)

Amount
USD
(in 000’s)

Maturity
Date

Dole Food Company, Inc.

Deutsche Bank

EUR

Dogane di Livorno

1,034

1,249

8/24/2021

Dole Food Company, Inc.

Deutsche Bank

EUR

Dell’Amministrazione Finanziaria

188

227

6/13/2021

Dole Food Company, Inc.

Bank of America

USD

Atlantic Specialty Insurance Company

8,589

2/14/2022

Dole Food Company, Inc.

Bank of America

USD

BNP Paribas NY

289

1/24/2022

Dole Food Company, Inc.

Bank of America

USD

BNP Paribas NY

710

1/24/2022

Dole Food Company, Inc.

Bank of America

USD

BNP Paribas NY

717

1/24/2022

Dole Food Company, Inc.

Bank of America

USD

BNP Paribas NY

285

1/22/2022

Dole Food Company, Inc.

Bank of America

USD

OH Bureau of Worker’s Comp

460

2/26/2022

Dole Food Company, Inc.

Bank of America

USD

XL Specialty Insurance Company

750

3/8/2022

Dole Food Company, Inc.

Bank of America

USD

National Union Fire Insurance Co.

1,684

10/1/2021

Dole Food Company, Inc.

Bank of America

USD

Waterview Plaza, LLC

9/30/2021

Solvest, Ltd

Bank of America

EUR

Deutsche Bank

1/30/2022

Solvest, Ltd

Bank of America

EUR

Deutsche Bank

210

255

1/18/2022

Solvest, Ltd

Bank of America

EUR

Deutsche Bank

360

437

8/20/2021

Solvest, Ltd

Bank of America

CHF

BNP Paribas

240

265

1/23/2022

Solvest, Ltd

Bank of America

EUR

BNP Paribas

180

219

12/31/2021

Solvest, Ltd

Bank of America

SEK

Skandinavisca Enskilda Banken

7,000

833

2/28/2022

(d) Certain guarantees of third-party Indebtedness:

Subsidiary

Third
Party

Beneficiary

Description/Purpose

Amount
(in USD
000’s)

Union de Bananeros Ecuatorianos, S.A

Procarsa

Banco de
Guayaquil

Ubesa co-signed Letter of Credit and Loan granted to Third Party

4,000

Schedule 6.02

Existing Liens

1. The following Liens as of December 31, 2020:

Company

Secured Party

Currency

Asset subject to
charge

Amount
subject to
charge

Amount of
liability
secured

Argofruta Comercial Exportadora Limitada

Itau Unibanco S.A.

BRL

Receivables

1,016,000

2,365,000

Argofruta Comercial Exportadora Limitada

Santander (Brazil) S.A.

BRL

Receivables and lien on proceeds from farm production

400,000

1,000,000

Argofruta Comercial Exportadora Limitada

Santander (Brazil) S.A.

EUR

Receivables and proceeds from farm production

408,000

Eco Farms Investments Holdings, LLC

Pacific Premier Bank

USD

Land & Buildings

5,429,889

2,453,839

Eco Farms Investments Holdings, LLC

Pacific Premier Bank

USD

Other Property, Plant & Equipment

850,539

2,519,376

Eco Farms Investments Holdings, LLC

Pacific Premier Bank

USD

Receivables & Inventories

3,631,604

2,453,839

Eco Farms Investments Holdings, LLC

Pacific Premier Bank

USD

Other Assets

347,477

2,556,392

Progressive Produce, LLC

Bank of America

USD

Land & Buildings

1,543,464

1,393,894

Progressive Produce, LLC

Bank of America

USD

Other Property, Plant & Equipment

1,450,113

1,286,672

TPH (UK) Limited

Royal Bank of Scotland

GBP

Land & Buildings

1,175,842

548,417

2. Liens with respect to the finance leases described in item no. 1(i) of Schedule 6.01 to the Credit Agreement.

Schedule 6.05(f)

Existing Investments

1. Investments listed on Schedule 3.01 and Schedule 6.01 to the Credit Agreement.

2. The following Investments in Subsidiaries of Total Produce:

Owned Entity Name

Owned
Entity’s
Domestic
Jurisdiction

Percent
Owned

Owner Name

Owner’s
Jurisdiction

TP Holdings Brazil Limitada

Brazil

Total Produce Investments B.V. (1 share, nominal %)

Netherlands

Argofruta Comercial Exportadora Limitada

Brazil

60.00

TP Holdings Brazil Limitada

Brazil

Argo Brasil Comercial Limitada

Brazil

100.00

Argofruta Comercial Exportadora Limitada

Brazil

Argo Logistica Limitada

Brazil

100.00

Argofruta Comercial Exportadora Limitada

Brazil

TP Canada Holdings Inc.

Canada

100.00

Nordic Canada Holdings AB

Sweden

TP Ventures Canada Inc

Canada

100.00

TP Canada Holdings Inc.

Canada

Grandview Ventures Limited

Canada

65.00

TP Ventures Canada Inc

Canada

Grandview Brokerage Limited

Canada

100.00

Grandview Ventures Limited

Canada

Coronet Investments Ltd.

Canada

100.00

Grandview Brokerage Limited

Canada

David Oppenheimer & Associates General Partnership

Canada

51.00

Coronet Investments Ltd.

Canada

49.00

Grandview Brokerage Limited

Canada

“Sun Brand” Mandarin Orange Company Inc.

Canada

100.00

David Oppenheimer & Associates General Partnership

Canada

600866 British Columbia Ltd

Canada

100.00

Grandview Brokerage Limited

Canada

Amorosa Marketing Limited

Canada

50.00

Grandview Brokerage Limited

Canada

Servicios Agricola Oppenheimer Chile Limitada

Chile

99.95

Grandview Brokerage Limited

Canada

Chile

0.05

Coronet Investments Ltd

Canada

Cargo Hortim Spol. sro

Czech Rep

100.00

Hortim International Spol. sro

Czech Rep

Total Produce Czech sro

Czech Rep

100.00

Hortim International Spol. sro

Czech Rep

Total Produce Agri sro

Czech Rep

100.00

Hortim International Spol. sro

Czech Rep

Abasto s.r.o.

Czech Rep

100.00

Hortim International Spol. sro

Czech Rep

Hortim Trading sro

Czech Rep

100.00

Hortim International Spol. sro

Czech Rep

Farma Bozice sro

Czech Rep

100.00

Hortim International Spol. sro

Czech Rep

Nedalpack GmbH

Germany

60.00

Nedalpac BV

Netherlands

Interbanan Export SRL

Dominican
Republic

50.00

Interbanan Scandinavia AB

Sweden

Interbanan Export SRL

Dominican
Republic

50.00

Total Produce Nordic AB

Sweden

ARC Eurobanan SL

Spain

89.46

EurobananCanarias SA

Spain

Frutas Faustino SL

Spain

50.00

ARC Eurobanan SL

Spain

ARC Eurobanan Galicia SL

Spain

80.00

ARC Eurobanan SL

Spain

Morales e Hijos SA

Spain

74.59

ARC Eurobanan SL

Spain

Bioeco Natural, S.L.

Spain

100.00

ARC Eurobanan SL

Spain

Isla Bonita Tropical Fruit, S.A.

Spain

100.00

ARC Eurobanan SL

Spain

ReybanPack SA

Spain

64.00

ARC Eurobanan SL

Spain

36.00

Isla Bonita Tropical Fruit, S.A.

Spain

Arc Eurobanan Inmueble SL

Spain

70.00

EurobananCanarias SA

Spain

European Partners Citrus SL

Spain

100.00

ARC Eurobanan SL

Spain

Total Produce Sourcing Spain S.A.

Spain

100.00

Total Produce Nordic AB

Sweden

Fruit Market Investments S.L.

Spain

25.00

Borg Distributors

Ireland

Spain

50.00

Global Fruit Investments BV

Netherlands

Spain

25.00

Gestion Fruta 200 SL

Spain

Bargosa S.A.

Spain

100.00

Fruit Market Investments S.L.

Spain

Compania Mayorista Fresa S.L.

Spain

100.00

Bargosa S.A.

Spain

Chef Maestro Horeca, S.L.U.

Spain

100.00

ARC Eurobanan SL

Spain

Gestion Fruta 200 SL

Spain

100.00

ARC Eurobanan SL

Spain

ARC Eurobanan Gamero SL

Spain

66.00

ARC Eurobanan SL

Spain

Fruites Sao SL

Spain

50.00

ARC Eurobanan SL

Spain

Corredores Union SL

Spain

100.00

ARC Eurobanan Gamero SL

Spain

Manufruta Sur SL

Spain

70.00

Frutas Faustino SL

Spain

Frutas El Lomo Canarias SL

Spain

50.00

ARC Eurobanan SL

Spain

Chef Maestro Galicia SL

Spain

0.17

ARC Eurobanan SL

Spain

99.83

ARC Eurobanan Galicia SL

Spain

Del Fraile frutas y verduras, S.L.

Spain

55.00

ARC Eurobanan Galicia SL

Spain

Avofun Europe, S.L.

Spain

50.00

Frutas Faustino SL

Spain

Frutas Champi Canaria, S.L.

Spain

60.00

Frutas El Lomo Canarias SL

Spain

Total Produce Sourcing France

France

100.00

Total Produce Nordic AB

Sweden

Total Produce Indigo SAS

France

100.00

Indigo Holding SAS

France

Indigo Holding SAS

France

70.00

Total Produce BV

Netherlands

Haluco Central Europe Kit

Hungary

100.00

Haluco BV

Netherlands

Tarcombe Limited

Ireland

50.00

Golden Banana Company Limited

Ireland

BOLANPASS LIMITED

Ireland

100.00

ordinary
shares

Total Produce International Finance B.V.

Netherlands

Oratava Holdings Limited

Ireland

100.00

Express Fruit Limited

Ireland

Golden Banana Company Limited

Ireland

84.47

Sunpak & Mayfield Fresh Produce Limited

Ireland

Wholefoods Wholesale Limited

Ireland

100.00

Allegro Limited

Ireland

Allegro Nutrition Worldwide Limited

Ireland

100.00

Allegro Limited

Ireland

Jamestown Pension Trust Limited

Ireland

100.00

Allegro Limited

Ireland

Total Produce Belfast Limited

Northern
Ireland

100.00

Total Produce Holdings (UK) Ltd

United
Kingdom

Get Fresh (N.I.) Limited

Northern
Ireland

50.00

Total Produce Holdings (UK) Ltd

United
Kingdom

Get Fresh (N.I.) Limited

Northern
Ireland

50.00

Total Produce Belfast Limited

Northern
Ireland

Daniel P Hale & Co. (Fruit Importers) Limited

Northern
Ireland

100.00

Total Produce Holdings (UK) Ltd

United
Kingdom

Gillespie Distribution NI Limited

Northern
Ireland

100.00

Allegro Limited

Ireland

Northern Ireland Fruit and Vegetable Centre (Wholesale) Ltd

Northern
Ireland

75.42

Total Produce Holdings (UK) Ltd

United
Kingdom

Northern
Ireland

14.29

Northern Growers Ltd

United
Kingdom

Northern
Ireland

10.29

Daniel P Hale & Co. (Fruit Importers) Limited

United
Kingdom

Northern Growers Limited

Northern
Ireland

100.00

Total Produce Holdings (UK) Ltd

United
Kingdom

Tom Conaty Limited

Northern
Ireland

100.00

Total Produce Holdings (UK) Ltd

United
Kingdom

North Down (Belfast) Limited

Northern
Ireland

55.00

Total Produce Holdings (UK) Ltd

United
Kingdom

5 Pac Limited

Northern
Ireland

100.00

North Down (Belfast) Limited

United
Kingdom

Total Produce Holdings BV

Netherlands

100.00

Total Produce Investments B.V.

Netherlands

Veltas International BV

Netherlands

100.00

Total Produce Management Services BV

Netherlands

P. van Hoeckel & Co’s Im.-en Exporthandel BV

Netherlands

100.00

Veltas International BV

Netherlands

Internationale Fruit Maatschappij BV

Netherlands

100.00

Total Produce Management Services BV

Netherlands

Rentifruit BV

Netherlands

100.00

Internationale Fruit Maatschappij BV

Netherlands

Separaat B.V.

Netherlands

100.00

Total Produce Management Services BV

Netherlands

Rotterdamse Citrus Veiling BV

Netherlands

100.00

Total Produce Management Services BV

Netherlands

Total Produce BV

Netherlands

100.00

Total Produce Management Services BV

Netherlands

Haluco BV

Netherlands

100.00

TP Haluco Holdings BV

Netherlands

Nedalpac BV

Netherlands

100.00

TP Haluco Holdings BV

Netherlands

Total Exotics BV

Netherlands

100.00

Total Produce Direct Holdings BV

Netherlands

Holland Citrus BV

Netherlands

50.00

Negev Limited

Ireland

Total Produce Direct Holdings BV

Netherlands

100.00

Total Produce Investments BV

Netherlands

ASF Holding BV

Netherlands

95.00

Total Produce Investments BV

Netherlands

Total Berry Europe BV

Netherlands

100.00

ASF Holding BV

Netherlands

ASF Holland BV

Netherlands

100.00

ASF Holding BV

Netherlands

Total Berry Packing BV

Netherlands

100.00

ASF Holding BV

Netherlands

Bargosa Portugal Unipessoal, LDA

Portugal

100.00

Bargosa SA

Spain

Eurobanan Portugal, Unipessoal, Lda.

Portugal

100.00

Arc Eurobanan SL

Spain

Total Produce Bucharest srl

Romania

70.00

Hortim International Spol. Sro

Czech Rep

Interbanan Scandinavia AB

Sweden

100.00

Total Produce Nordic AB

Sweden

Langeberga Forvaltnings KB

Sweden

100.00

Interbanan Scandinavia AB

Sweden

Nordic Fruit Invest AB

Sweden

91.90

Total Produce Nordic AB

Sweden

Everfresh AB

Sweden

100.00

Nordic Fruit Invest AB

Sweden

Nowaste Logistics AB

Sweden

100.00

Everfresh AB

Sweden

Saba Fruit AB

Sweden

100.00

Total Produce Nordic AB

Sweden

Hedenbys AB

Sweden

100.00

Saba Fruit AB

Sweden

E-drop Sweden AB

Sweden

82.71

Nowaste Logistics AB

Sweden

Hortim SK sro

Slovakia

100.00

Hortim International Spol. Sro

Czech Rep

Redbridge Holdings Limited

United
Kingdom

100.00

R Group Holdings Limited

United
Kingdom

Saybest Limited

United
Kingdom

100.00

Redbridge Holdings Limited

United
Kingdom

Redeva Limited

United
Kingdom

100.00

Saybest Limited

United
Kingdom

Redbridge Produce & Flowers Limited

United
Kingdom

100.00

Saybest Limited

United
Kingdom

Total Worldfresh Limited

United
Kingdom

100.00

Saybest Limited

United
Kingdom

Total Berry Limited

United
Kingdom

100.00

Total Worldfresh Limited

United
Kingdom

Total Produce Limited

United
Kingdom

100.00

Total Produce Holdings (UK) Limited

United
Kingdom

T & J Barnes Limited

United
Kingdom

100.00

Total Produce Limited

United
Kingdom

T & J B Produce Limited

United
Kingdom

100.00

T & J Barnes Limited

United
Kingdom

Oval (2143) Limited

United
Kingdom

100.00

Total Produce Limited

United
Kingdom

Bristol Fruit Sales (Market) Limited

United
Kingdom

100.00

Total Produce Limited

United
Kingdom

Sighthill Limited

United
Kingdom

100.00

Total Produce Holdings (UK) Limited

United
Kingdom

Skoulikas Bedford Limited

United
Kingdom

100.00

Wholefoods Wholesale Limited

Ireland

Total Produce Pension Scheme Trustees Limited

United
Kingdom

100.00

Total Produce Limited

United Kingdom

Fountain Capital Unlimited

Jersey

100.00

Fountain Global Limited

Jersey

Provenance Partners Limited

United
Kingdom

50.00

Total Produce Limited

United Kingdom

Bedford Continental Wholesale Limited

United
Kingdom

100.00

Skoulikas Bedford Limited

United Kingdom

Four Seasons Harvest Limited

United
Kingdom

75.00

Total Worldfresh Limited

United Kingdom

Planet Produce Limited

United
Kingdom

100.00

Provenance Partners Limited

United Kingdom

Mark Murphy & Partner Limited

United
Kingdom

100.00

Total Produce Limited

United Kingdom

Burbank Produce Limited

United
Kingdom

70.00

Total Produce Limited

United Kingdom

The Leicester Wholesale Fruit Market Limited

United
Kingdom

64.30

Saybest Limited

United Kingdom

United
Kingdom

25.00

Redbridge Produce & Flowers Limited

United Kingdom

Grandview Brokerage LLC

USA

35.20

Grandview Brokerage Limited

Canada

USA

25.40

Coronet Investments Ltd

Canada

David Oppenheimer Transport Inc.

USA

85.00

Grandview Brokerage Limited

Canada

USA

15.00

Grandview Brokerage LLC

USA

David Oppenheimer & Company I, LLC

USA

100.00

Grandview Brokerage LLC

USA

Oppy Ventures LLC

USA

100.00

David Oppenheimer & Company I, LLC

USA

OVKH LLC

USA

50.00

Oppy Ventures LLC

USA

Grandview USA Management Ltd

USA

100.00

Grandview Brokerage Limited

Canada

Grandview Lending, LLC

USA

100.00

Grandview Brokerage LLC

USA

Eco Farms Investments Holdings, LLC

USA

65.00

Oppy Ventures LLC

USA

Eco Farms Trading Operations, LLC

USA

100.00

Eco Farms Investments Holdings, LLC

USA

Eco Farms Real Estate, LLC

USA

100.00

Eco Farms Investments Holdings, LLC

USA

Haas 4 Holdings, LLC

USA

100.00

Eco Farms Real Estate, LLC

USA

Haas IV Ltd.

USA

61.10

Haas 4 Holdings, LLC

USA

Total Produce South Africa Pty Limited

South
Africa

100.00

Total Produce Nordic AB

Sweden

3. The following Investments in joint ventures, associates and trade investments:

Owned Entity Name

Owned
Entity’s
Domestic
Jurisdiction

Percent
Owned
(no look
through)

Owner Name

Owner’s
Jurisdiction

Joint Venture/
Associate /
Trade
Investment

The Fresh Connection South Pacific Pty Ltd.

Australia

100.00

The Fresh Connection LLC

USA

Joint Venture

2451487 Ontario Inc

Canada

50.00

TP Canada Holdings Inc.

Canada

Joint Venture

Torizon Logistics Inc

Canada

100.00

2451487 Ontario Inc

Canada

Joint Venture

Go Fresh Produce Inc

Canada

100.00

2451487 Ontario Inc

Canada

Joint Venture

Gambles Ontario Produce Inc

Canada

100.00

2451487 Ontario Inc

Canada

Joint Venture

2451490 Ontario Inc

Canada

50.00

TP Canada Holdings Inc.

Canada

Joint Venture

2046079 Ontario Inc

Canada

100.00

2451490 Ontario Inc

Canada

Joint Venture

Organic Trade Company Canada Inc

Canada

50.00

OTC Organics BV

Netherlands

Joint Venture

Bio Soleil Cote d’Ivoire SARL

Ivory
Coast

60.00

OTC Organics BV

Netherlands

Joint Venture

Exportadora y Servicios El Parque SpA

Chile

50.01

Total Produce Chile Holdings SpA

Chile

Joint Venture

Central Frutícola El Parque SpA

Chile

100.00

Exportadora y Servicios El Parque SpA

Chile

Joint Venture

Comercializadora El Parque SpA

Chile

100.00

Exportadora y Servicios El Parque SpA

Chile

Joint Venture

The Fresh Connection Chile SpA

Chile

99.00

The Fresh Connection LLC

USA

Joint Venture

Servicios Cherry Prime SpA

Chile

50.00

Central Frutícola El Parque SpA

Chile

Joint Venture

Pacht & Pacht GmbH

Germany

100.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Bamto Nordic A/S

Denmark

50.00

Total Produce Nordic A/S

Denmark

Joint Venture

Agroretail Ecuador Agretail S.A

Ecuador

90.00

Agroretail SAC

Peru

Joint Venture

Frutas Iru SA

Spain

50.00

Isla Bonita Tropical Fruit SA

Spain

Joint Venture

Frutas y Hortalizas del Norte SL

Spain

1.00

Frutas BI-IRU SL

Spain

Joint Venture

Spain

99.00

Frutas Iru SA

Spain

Joint Venture

Eurobanan Logistica Norte SL

Spain

1.00

Frutas BI-IRU SL

Spain

Joint Venture

Spain

99.00

Frutas Iru SA

Spain

Joint Venture

Frutas Bi Iru SL

Spain

100.00

Frutas Iru SA

Spain

Joint Venture

ARC Eurobanan Zaragoza S.L

Spain

100.00

Frutas BI-IRU SL

Spain

Joint Venture

Txairo Logística S.L

Spain

1.00

Frutas BI-IRU SL

Spain

Joint Venture

99.00

Frutas Iru SA

Spain

Joint Venture

Imcatex-fruits SL

Spain

50.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Frome Tropicales de Canarias, S.L.

Spain

50.00

ARC Eurobanan SL

Spain

Joint Venture

Aroherbs Spain SL

Spain

50.00

ARC Eurobanan SL

Spain

Joint Venture

Mediterranean Healthy Snacks SL

Spain

50.00

ARC Eurobanan SL

Spain

Joint Venture

Natura Direct Produce LC

Spain

50.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Blue Flavor S.L.

Spain

90.17

African Blue SA

Morocco

Associate

SAF Agro China Limited

Hong
Kong

100.00

Suri Agro Fresh Pvt Ltd

India

Associate

Beresford Software Development Ltd

Ireland

50.00

TOTAL PRODUCE IRELAND LIMITED

Ireland

Joint Venture

Donegal Fruit Company Limited

Ireland

40.19

TOTAL PRODUCE IRELAND LIMITED

Ireland

Associate

Tilder Developments Limited

Ireland

100.00

Postford Limited

Ireland

Joint Venture

Tilder Properties Limited

Ireland

100.00

Postford Limited

Ireland

Joint Venture

East Parade Walk Limited

Ireland

50.00

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

Ireland

Joint Venture

Terway Unlimited Company

Ireland

50.00

Fountain Capital Unlimited

Jersey

Joint Venture

Foreshore Properties Unlimited

Ireland

50.00

Fountain Capital Unlimited

Jersey

Joint Venture

Dolmenview Limited

Ireland

50.00

TOTAL PRODUCE IRELAND LIMITED

Ireland

Joint Venture

Amoor Produce 3 Limited

Ireland

50.00

TOTAL PRODUCE IRELAND LIMITED

Ireland

Joint Venture

Postford Limited

Ireland

50.00

TOTAL PRODUCE IRELAND LIMITED

Ireland

Joint Venture

Sligo Fruit Company Limited

Ireland

40.19

Donegal Fruit Company Limited

Ireland

Associate

Haluco Export Limited

Israel

50.00

TP Haluco Holdings BV

Netherlands

Joint Venture

Suri Agro Fresh Pvt. Limited

India

50.00

TOTAL PRODUCE IRELAND LIMITED

Ireland

Associate

RGA Fresh Fruits Pvt Ltd

India

70.00

RGA Fresh Fruits Pvt Ltd

India

Associate

LM Agro Fresh Pvt Ltd

India

50.00

Suri Agro Fresh Pvt. Limited

India

Associate

Sanwalee Cold Storage & Food Industries Pvt Ltd

India

100.00

Suri Agro Fresh Pvt. Limited

India

Associate

Allied Fresh LLP

India

50.00

RGA Fresh Fruits Pvt Ltd

India

Associate

Peviani SPA

Italy

50.00

Total Produce Ireland Ltd

Ireland

Joint Venture

African Blue SA

Morocco

10.00

Total Berry Limited

Associate

Sweet Berry SA

Morocco

100.00

African Blue SA

Morocco

Associate

Total Mbiza Berries Limited

Mauritius

50.00

Total Produce Limited

United
Kingdom

Joint Venture

Dubafresh S de RL

Mexico

50.00

The Fresh Connection LLC

USA

Joint Venture

Dubafresh Comercializadora S de RL

Mexico

50.00

The Fresh Connection LLC

USA

Joint Venture

The Foyle Fresh Produce Limited

Northern
Ireland

100.00

Donegal Fruit Company Limited

Ireland

Associate

Vastgoed Exploitatie Maatschappij Poeldijk Noord BV

Netherlands

50.00

Total Produce Management Services BV

Netherlands

Joint Venture

Anaco & Greeve International BV

Netherlands

50.00

Holland Citrus BV

Netherlands

Joint Venture

Anaco & Greeve International BV

Netherlands

50.00

Riverland Produce Supplies BV

Netherlands

Joint Venture

Westland Fruit Importers BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Westland Fruit Traders BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Roxy Import BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Intens Import BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Alexia Import BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Canasol Tomates BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Anaco Greeve Garlic Import BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Anaco Greeve China BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Anaco Greeve Knoflook BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Anaco Greeve Asia BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Knoflook Import BV

Netherlands

100.00

Anaco & Greeve International BV

Netherlands

Joint Venture

Frankort & Koning Beheer Venlo BV

Netherlands

50.00

Total Produce Holdings BV

Netherlands

Joint Venture

Frankort & Koning BV

Netherlands

100.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Fruitpartner BV

Netherlands

100.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

TP Sourcing Benelux

Netherlands

100.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Agro Fresh Connection BV

Netherlands

75.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Venlo Fresh Logistics BV

Netherlands

100.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Moorberries BV

Netherlands

50.00

ASF Holding BV

Netherlands

Joint Venture

TPH Vastgoed BV

Netherlands

50.00

Total Produce Management Services BV

Netherlands

Joint Venture

OTC Organics BV

Netherlands

60.00

Total Produce Direct Holdings BV

Netherlands

Joint Venture

Flevo Fresh BV

Netherlands

100.00

Organic Trade Company Holland BV

Netherlands

Joint Venture

Unitrade Holland BV

Netherlands

100.00

Peviani SpA

Italy

Joint Venture

Kwekerij Roodpunt BV

Netherlands

50.00

Total Produce Holdings BV

Netherlands

Joint Venture

Kwekerij Roodpunt BV

Netherlands

50.00

TP Haluco Holding BV

Netherlands

Joint Venture

WeGrowOrganic B.V.

Netherlands

50.00

Flevo Fresh BV

Netherlands

Joint Venture

Tuinderij de Toekomst BV

Netherlands

50.00

TP Haluco Holding BV

Netherlands

Joint Venture

Exportadora El Parque Peru SAC

Peru

99.60

Exportadora y Servicios El Parque Limitada

Chile

Joint Venture

Agroretail S.A.C

Peru

50.00

Grandview Brokerage Limited

Canada

Joint Venture

Arctic Sp Zoo

Poland

50.00

Total Produce Nordic AB

Sweden

Joint Venture

Frankort & Koning Beheer SpZOO

Poland

100.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Frankort & Koning Polska SpZOO Komandytowa

Poland

75.47

Frankort & Koning Beheer sp zoo

Poland

Joint Venture

Frankort & Koning Polska SpZOO Komandytowa

Poland

5.66

Frankort & Koning Polska sp zoo

Poland

Joint Venture

Frankort & Koning Polska SpZOO

Poland

80.00

Frankort & Koning Beheer Venlo BV

Netherlands

Joint Venture

Nature’s Produce Sp Zoo

Poland

87.50

Arctic Sp Z.o.o.

Poland

Joint Venture

Top Peeled Produce Nordic AB

Sweden

50.00

Steglinge AB

Sweden

Joint Venture

Vidinge Grönt AB

Sweden

75.00

Vezet Convenience Nordic AB

Sweden

Joint Venture

Steglinge AB

Sweden

50.00

Total Produce Nordic AB

Sweden

Joint Venture

Fruktimporten i Stockholm AB

Sweden

60.00

Total Produce Nordic AB

Sweden

Joint Venture

Vezet Convenience Nordic AB

Sweden

50.00

Total Produce Nordic AB

Sweden

Joint Venture

Vezet Convenience Nordic Fastigheter AB

Sweden

100.00

Vezet Convenience Nordic AB

Sweden

Joint Venture

Fruity Line Nordic AB

Sweden

50.00

Total Produce Nordic AB

Sweden

Joint Venture

African Blue (UK) Limited

United
Kingdom

90.00

African Blue SA

Morocco

Associate

African Blue (UK) Limited

United
Kingdom

10.00

Total Produce Limited

United
Kingdom

Associate

El Parque US Holdings Inc

USA

100.00

Exportadora y Servicios El Parque Limitada

Chile

Joint Venture

Delica North America Inc

USA

50.00

Grandview Brokerage Limited

Canada

Associate

The Fresh Connection LLC

USA

50.00

Total Produce USA Holdings Inc

USA

Joint Venture

Alpha Berry Ventures Proprietary Limited

South
Africa

25.00

Total Worldfresh Limited

United
Kingdom

Associate

The Fresh Connection (SA) Pty Ltd

South
Africa

50.00

The Fresh Connection LLC

USA

Joint Venture

Wholesale Fruit Centre (Bristol) Limited

United
Kingdom

10.30

Bristol Fruit Sales (Market) Limited

United
Kingdom

Trade Investment

Wholesale Fruit Centre (Bristol) Limited

United
Kingdom

11.30

Redbridge Holdings Limited

United
Kingdom

Trade Investment

Wholesale Fruit Centre (Bristol) Limited

United
Kingdom

9.90

Oval 2143 (Limited)

United
Kingdom

Trade Investment

Wholesale Fruit Centre (Bristol) Limited

United
Kingdom

3.40

Total Produce Limited

United
Kingdom

Trade Investment

Leds Oz Grow BV

Netherlands

100.00

Leds Grow BV

Netherlands

Trade Investment

Blue Danube Soft Fruits SA

Romania

99.99

Leds Grow Roemenie BV

Netherlands

Trade Investment

Leds Grow Roemenie BV

Netherlands

100.00

Leds Grow BV

Netherlands

Trade Investment

Leds Grow BV

Netherlands

15.00

ASF Holding BV

Netherlands

Trade Investment

Regiobranding die Frischen BV Netherlands

Netherlands

16.60

TP Haluco Holdings BV

Netherlands

Trade Investment

Regiobranding die Frischen BV Netherlands

Netherlands

16.60

Frankort & Koning Beheer Venlo BV

Netherlands

Trade Investment

New Wave LLC

USA

33.33

Oppy Ventures, LLC

USA

Associate

WeGrowOrganic Vastgoed BV

Netherlands

50.00

OTC Organics BV

Netherlands

Joint Venture

North East Wholesale Fruit & Vegetable Market Limited

United
Kingdom

14.77

Saybest Limited

United
Kingdom

Trade Investment

A number of the entities in the above table are captured in the significant joint ventures, associates, and trade investments disclosed in the tables below.

Carrying value of joint ventures as of December 31, 2020 for significant joint ventures:


Joint Venture	Effective Ownership % held by TP plc			Balance at 12/31/2020 (EUR)
Vastgoed Exploitatie Maatschappij Poeldijk Noord BV		50.00			2,795,623
TPH Vastgoed BV		50.00			33,597
Exportadora y Servicios El Parque SpA		50.01			6,435,338
The Fresh Connection LLC		50.00			9,452,955
2451487 Ontario Inc & 2451490 Ontario Inc		50.00			9,553,084
Frutas Iru SA		50.00			6,939,495
Aroherbs Spain SL		22.37			122,499
Mediterranean Healthy Snacks SL		22.37			450,961
Frome Tropicales de Canarias SL		22.37			40,646
Anaco & Greeve International BV		50.00			4,417,926
Frankort & Koning BV		50.00			13,229,089
Moorberries BV		42.63	%		1,422,833
Kwekerij Roodpunt BV		50.00			602,983
Tuinderij de Toekomst BV		50.00			21,114
OTC Organics BV		60.00			3,141,307
East Parade Walk Limited and Terway Unlimited Company		50.00			1,896,266
Foreshore Properties Unlimited		50.00			344,896
Dolmenview Limited		50.00			1,877,818
Peviani SPA		50.00			7,313,164
Total Mbiza Berries Limited		50.00			19,002
Arctic Sp Zoo		50.00			3,084,627
Vezet Convenience Nordic AB		50.00			5,756,931
Steglinge AB		50.00			516,694
Fruktimporten Stockholm AB		60.00			1,230,697
Fruity Line Nordic AB		50.00			309,326
Bamto Nordic A/S		50.00			88,674
Agroretail S.A.C		32.50			848,732

Carrying value of associates as of December 31, 2020 for significant associates:


Associate	Effective Ownership % held by TP plc		Balance at 12/31/2020 (EUR)
African Blue SA		10.00		3,918,692
Alpha Berry Ventures Proprietary Limited		25.00		340,682
Suri Agro Fresh Pvt. Limited		50.00		2,097,243
Donegal Fruit Company Limited		40.19		1,063,255
Delica North America Inc.		32.50		7,316,568

Carrying value of trade investments as of December 31, 2020 for significant trade investments:


Associate	Effective Ownership % held by TP plc		Balance at 12/31/2020 (EUR)
Wholesale Fruit Centre (Bristol) Limited		26.90		169,250
North East Wholesale Fruit & Vegetable Market Limited		14.77		85,304

4. Certain loans to joint ventures and associates as of December 31, 2020:


Lender	Borrower	Currency		Amount
EurobananCanarias SA	Frome Tropicales de Canarias SL		EUR		95,000
TPH (UK) Limited ⁽¹⁾	Alpha Berry Limited		GBP		719,542
Nordic Fruit Holding AB	Veznet Group		EUR		6,777,580
Nordic Fruit Holding AB	Steglinge		SEK		2,500,000
TP Haluco Holdings BV ⁽²⁾	Tuinderij de Toekomst		EUR		50,000
TP Haluco Holdings BV ⁽³⁾	Kwekerij Roodpunt		EUR		0

¹	There is a proposal to increase the loan with Alpha Berry by c£1.1m in the year reflecting a crop loan. This has yet to be approved

²	The financing is for working capital as the joint venture does not have a bank facility. The loan is expected to increase during 2021 to a maximum amount of c. 750K EUR

³	TP Haluco Holdings BV is expected to finance this joint venture during 2021 up to a maximum amount of c. 3M EUR.

5. Certain loans to related parties as of December 31, 2020:


Lender	Borrower	Currency		Amount
Total Produce USA Holdings Inc	PKM Ventures, LLC		USD		2,900,000
Progressive Produce, LLC	PKM Ventures, LLC		USD		345,000
EurobananCanarias SA	Labs Technological		EUR		150,000

6. Certain planned capital expenditures in property, plant & equipment as of the Closing Date:


Entity	Description	Budget 2021 (in USD ‘000)
Hortim International Spol. sro	New Warehouse / Banana Rooms - Brno		6,555
Hortim International Spol. sro	Existing Warehouse Improvements - Brno		3,090
Progressive Produce, LLC	Upgrade packing equipment Peachtree WH (Onion Packing Line, Palletizing Robots/conveyers, potato bins)		3,025
Hortim International Spol. sro	New WH Floor & Packing house Machinery - Brno		2,168
EurobananCanarias SA	New Warehouse Morales		2,135
TPH (UK) Limited	Vehicle Replacements		1,847
Argofruta Comercial Exportadora Limitada	New Cold Storage		1,047
Total Produce Nordic A/S	Ripening Room renovations - Arhus		958
Total Exotics BV	Sorting Machine - Avocados		893
Hortim International Spol. sro	Vehicle Replacements		622
Total Produce Nordic A/S	Storage Rooms for Packing Material		480
Nordic Fruit Holding AB	Langeberga Automation		396
Uniplumo (Ireland) Limited	Biomass Heating System		376
Nordic Fruit Holding AB	Langeberga Building works		309
Farma Bozice sro	Renovation WH & Accomm. / Irrigation /tractor		277
Uniplumo (Ireland) Limited	Transplanter Machine re B&Q business		274
Argofruta Comercial Exportadora Limitada	Bearer Plants - Grapes Lot		267
Nordic Fruit Holding AB	Langeberga Facility & Nowaste EF - P&E		242
All other			7,303
	Total PP&E		32,263

*	Converted from EUR to USD using 18/03/21 FX rate of EUR 1 = USD 1.19 (Oanda.com)

7. Certain planned capital expenditures in software and other intangible assets as of the Closing Date:


Entity / Region	Budget 2021 (in USD ‘000)
Nordic – Other (including Effect / Qlik / Primelog / OpenPrice)		2,718
TP UK		2,010
Ireland (including TPMS Freshtrade)		1,317
Spain		595
Total Exotics - Netherlands		321
North America		302
Nordic - M3		228
H&CP (Allegro) – Ireland		145
Argofruta Comercial Exportadora Limitada - Brazil		17
Other		7
Total Software additions		7,661

Converted from EUR to USD using 18/03/21 FX rate of EUR 1 = USD 1.19 (Oanda.com)

8. Certain other contemplated Investments in Subsidiaries as of the Closing Date:


Entity	Description	USD ‘000
TPH (UK) Limited	Alpha Berry loan to JV (est GBP1.1m)		Est. 1,534
Argofruta Comercial Exportadora Limitada	Investment in grape production		Est. 503
Argofruta Comercial Exportadora Limitada	Investment in cold storage and packing house		Est. 1,795
Argofruta Comercial Exportadora Limitada	Investment in IQF project for mangos		Est. 1,777
Argofruta Comercial Exportadora Limitada	Expansion of packing house		Est. 269
Total Exotics BV	Avocado grading machine		Est. 843
Uniplumo (Ireland) Limited	Option to purchase building		Est. 1,100
TOTAL PRODUCE IRELAND LIMITED	Renovation of existing buildings		Est. 5,950
Grandview Ventures Limited (group)	Investment in greenhouse production (Mexico)		Est. 1,400
Grandview Ventures Limited (group)	Loan to grower to fund greenhouse production (Mexico)		Est. 4,200
Grandview Ventures Limited (group)	Letter of credit to vertical lettuce grower		Est 1,121
ASF Holding BV	Investment in berry company		Est. 3,570
TP Haluco Holdings BV	Increase in working capital loan to JV (Tuinderij de Toekomst)		Est. 893
	Total Estimated Contemplated Investments		24,955

*	Converted from EUR to USD using 03/18/21 FX rate of EUR 1 = USD 1.19 (Oanda.com)

*	Converted from GBP to USD using 03/18/21 FX rate of GBP 1 = USD 1.3945 (Oanda.com)

*	Converted from Brazilian Real (R$) using 03/18/21 FX rate of R$ 1 = USD 0.1795 (Oanda.com)

*	Converted from Canadian Dollars using 03/18/21 FX rate of CAD1 = USD 0.8005 (Oanda.com

9. Certain Investments in respect of the exercise of call/put options (to the extent such options are exercised) as of the Closing Date:

(a) Grandview Ventures Limited, a private company with limited liability incorporated in British Columbia trading as “Oppenheimer Group” and “Oppy” (“GVL”), is an indirect, non-wholly owned subsidiary of Total Produce. TP Ventures Canada Inc., a private company with limited liability incorporated in British Columbia and an indirect, wholly owned subsidiary of Total Produce (“TPVC”), owns 65% of the ordinary share capital of GVL. JT Anderson Investments Limited (“JTAIL”), a private company with limited liability incorporated in British Columbia, and John Anderson (collectively with JTAIL, “Anderson”), own the remaining 35% of the ordinary share capital of GVL (the “GVL Minority Interest”). Pursuant to the Shareholders’ Agreement of GVL, dated as of January 1, 2013 (as amended from time to time), from and after March 1, 2020, the GVL Minority Interest is subject to a put/call option, which may be exercised by TPVC or Anderson upon written notice to the other party by the last day of June of any permitted year. Furthermore, in the event of John Anderson’s death or disability during or after the 2019 fiscal year, Anderson or the estate of John Anderson shall have the immediate right to require TPVC to purchase all or any portion of the GVL Minority Interest. As of December 31, 2020, Total Produce estimated the net present value of the put option for the GVL Minority Interest to be CAD $36.4 million (€23.3 million).

(b) Progressive Produce LLC, a Delaware limited liability company (“Progressive”), is an indirect, non-wholly owned subsidiary of Total Produce. Total Produce USA Holdings Inc. (“TP USA”) owns 65% of the outstanding units in Progressive. PKM Ventures, LLC, a Delaware limited liability company owned by members of Progressive’s management (“PKM”), owns the remaining 35% of the outstanding units in Progressive, which PKM acquired from JVJ Holdings, Inc. (“JVJ”) on January 1, 2019 for a purchase price of $5,000,000, subject to an additional top-up payment of $2,000,000 upon achievement of certain targets. The initial $5,000,000 purchase price was funded through a $4,000,000 promissory note by PKM in favor of TP USA and promissory notes totaling $1,000,000 in the aggregate by the individual members of PKM in favor of Progressive. Upon the occurrence of an event of default under the applicable promissory note, TP USA or Progressive, as applicable, has a call option over units of Progressive or PKM, as applicable, represented by the principal amount of such note. In addition, upon certain “Trigger Events” including the termination of an individual member of PKM’s employment, TP USA has the right (but not the obligation) to purchase a number of units of Progressive represented by such member’s proportionate upstream ownership of PKM if PKM fails to exercise its right to redeem such member’s units of PKM. As of December 31, 2020, the amount due to (a) TP USA under the PKM promissory note was $2,900,000 and (b) Progressive under the PKM members’ promissory notes was $345,000 in the aggregate, in each case, payable on January 1, 2029.

(c) Four Seasons Harvest Limited (“Four Seasons”) is an indirect, non-wholly owned subsidiary of Total Produce. Total Worldfresh Limited (“TALL”), an indirect, wholly owned subsidiary of Total Produce, and owns 750 shares (equivalent to 75% of the total issued share capital) of Four Seasons. The remaining 250 shares are held by Robert Levison and Philip Symons (collectively, the “Minority Shareholders”). For a two-month period beginning on 31 December 2020, the minority shareholders have the right to require TWL to purchase an additional 150 shares (“Put Option Right”), equivalent to 15% of the issued share capital, of Four Seasons. The Minority Shareholders served notice on February 19, 2021 that they intend to exercise their Put Option Right. Furthermore, one of the Minority Shareholders has a further right to require TWL to purchase an additional 50 shares (the “Final Put Option”), or 5% of the issued share capital, of Four Seasons. The final Put Option can be exercised between December 31, 2024 and February 28, 2025. As at December 31, 2020, Total Produce estimates the total liability for the Put Option Right and the Final Put Option to be GBP 2.1m.

(d) ASF Holding BV (“ASF”) is an indirect, non-wholly owned subsidiary of Total Produce, and Total Produce indirectly owns 95% of the issued share capital of ASF. Total Produce has a firm commitment to acquire the remaining 5% of the issued share capital on the date that is 30 days after the 2024 annual financial statements of ASF have been adopted by the general meeting of ASF. Total Produce estimates that the total liability associated with acquiring the remaining 5% is approx. EUR 751,000.

(e) North Down (Belfast) Limited (“North Down”) is a non-wholly owned subsidiary of Total Produce, and Total Produce indirectly owns 55% of the issued share capital of North Down. The owner of the remaining 45% of the issued share capital has a right to put the remaining shares to Total Produce. Total Produce estimates that the put option liability is in the range of £800,000 to £1,000,000.

(f) OTC Organics BV (“OTC”) is a joint venture investment of Total Produce. Total Produce Direct Holdings BV, an indirect, wholly owned subsidiary of Total Produce, owns 60% of the issued share capital of OTC. Total Produce has a firm commitment to acquire the remaining 40% of the issued share capital upon approval from the relevant competition authorities, approval of the 2020 financial statements and determination of the final purchase price, all of which are expected to be completed in 2021. As at December 31, 2020, Total Produce estimates the total liability associated with this commitment to be in the region of EUR 3m to EUR 4m.

10. Certain grower loan advances as of the Closing Date (or contemplated as of the Closing Date):


Maximum Balance	USD’000s
Subsidiaries only		57,500
Subsidiaries + joint ventures and associates at 100%		68,600
Subsidiaries + joint ventures and associates at Total Produce plc’s share		63,000

11. The following Investments of the Acquired Business as of the Closing Date:

(a) Certain equity Investments:

Entity

Jurisdiction

Owner’s name

Ownership%

Jurisdiction

Bananera Tepeyac, S.A.

Guatemala

Solvest, Ltd.

50.00

Bermuda

Industrial y Comercial Trilex S.A.

Ecuador

Actividades Agricolas S.A.

20.00

Ecuador

Industrial y Comercial Trilex S.A.

Ecuador

Productos del Litoral S.A.

20.00

Ecuador

Sky View Cooling of Yuma

United
Sates

Bud Antle, Inc.

49.00

United Sates

Morgan Creek Holdings

South
Africa

Dole Africa Holdings

26.00

South Africa

Dole Nat. Co S.A.

Argentina

Standard Fruit de Argentina S.A.

42.00

Argentina

Reciclados Plasticos Industriales, S.A.

Costa Rica

Standard Fruit Company de Costa Rica, S.A.

33.00

Costa Rica

Latin American Agribusiness Development Corporation S.A.

Panama

Dole Fresh Fruit International, Limited

8.00

Bermuda

Almacenes de Deposito

Honduras

Bienes y Servicios, S. de R.L. de C.V.

16.00

Honduras

Agropecuaria Nueva Esperanza Gomera, S.A.

Guatemala

Solvest, Ltd.

50.00

Bermuda

Compania de Seguros La Continental, S.A

Honduras

Bienes y Servicios, S. de R.L. de C.V.

3.50

Honduras

Inmobiliaria de Cortes

Honduras

Bienes y Servicios, S. de R.L. de C.V.

0.30

Honduras

Grupo H, S.A.

Honduras

Inversiones Atlantida

Honduras

Standard Fruit De Honduras, S.A

0.00

Honduras

Promotora Educativa

Honduras

Agric. y Fumigacion Aerea

Honduras

Fomento Inversiones

Honduras

Standard Fruit De Honduras, S.A

0.00

Honduras

Entity

Jurisdiction

Owner’s name

Ownership%

Jurisdiction

AG 1972, Inc.

United States

Dole Holdings, Inc.

100.00

United States

Agricola California, Limitada

Chile

Standard Fruit and Steamship Company

0.37

United States

Apache Grove Land Program 1972 Limited Partnership

United States

AG 1972, Inc.

100.00

United States

Bananera Antillana (Colombia), Inc.

United States

Dole Fresh Fruit Company

100.00

United States

Barclay Hollander Corporation

United States

Calicahomes, Inc.

100.00

United States

Blueberry Farms de Mexico, S. de R.L. de C.V.

Mexico

Dole Diversified North America, Inc.

99.97

United States

Blueberry Farms de Mexico, S. de R.L. de C.V.

Mexico

Dole Fresh Vegetables, Inc.

0.03

United States

Bud Antle, Inc.

United States

Dole Fresh Vegetables, Inc.

100.00

United States

Calicahomes, Inc.

United States

La Petite d’Agen, Inc.

100.00

United States

Dole Assets, Inc.

United States

Dole Holdings, Inc.

100.00

United States

Dole Chile S.A.

Chile

Standard Fruit and Steamship Company

4.03

United States

Dole Citrus

United States

Dole Holdings, Inc.

100.00

United States

Dole Diversified North America, Inc.

United States

Dole Fresh Vegetables, Inc.

100.00

United States

Dole Dried Fruit and Nut Company

United States

Dole Orland, Inc.

59.38

United States

Dole Europe Company

United States

Dole Fresh Fruit Company

100.00

United States

Dole Export Co., Ltd.

Barbados

Dole Orland, Inc.

100.00

United States

Dole Foods Flight Operations, Inc.

United States

Dole Food Company, Inc.

100.00

United States

Dole Foreign Holdings, Ltd.

Bermuda

Dole Ocean Cargo Express, Inc.

100.00

United States

Dole Fresh Fruit Company

United States

Dole Holdings, Inc.

100.00

United States

Dole Fresh Fruit Med Gida Ününleri Ticaret Anomim Sirketi

Turkey

Dole Europe Company

0.03

United States

Dole Fresh Fruit Med Gida Ününleri Ticaret Anomim Sirketi

Turkey

Dole Fresh Fruit Company

0.03

United States

Dole Fresh Fruit Med Gida Ününleri Ticaret Anomim Sirketi

Turkey

Dole Holdings, Inc.

0.03

United States

Dole Fresh Vegetables, Inc.

United States

Dole Food Company, Inc.

100.00

United States

Dole Food Company, Inc.

United States

DFC Holdings, LLC

100.00

United States

Dole Holdings, Inc.

United States

Dole Food Company, Inc.

100.00

United States

Dole Land Company, Inc.

United States

Dole Food Company, Inc.

100.00

United States

Dole Northwest, Inc.

United States

Dole Holdings, Inc.

100.00

United States

Dole Ocean Cargo Express, Inc.

Costa Rica

Dole Fresh Fruit Company

100.00

United States

Dole Orland, Inc.

United States

Dole Food Company, Inc.

100.00

United States

Inversiones y Valores Montecristo, S.A.

Honduras

Standard Fruit Company

5.10

United States

La Petite d’Agen, Inc.

United States

Dole Food Company, Inc.

100.00

United States

Manufacturas de Carton S.A.

Honduras

Standard Fruit Company

69.96

United States

Oceanview Produce LLC

United States

Bud Antle, Inc.

100.00

United States

Plasticos, S.A.

Honduras

Standard Fruit Company

89.70

United States

Reefership Marine Services, L.L.C.

United States

Dole Food Company, Inc.

100.00

United States

Renaissance Capital Corporation

United States

Dole Food Company, Inc.

100.00

United States

Royal Packing LLC

United States

Bud Antle, Inc.

100.00

United States

Servicios SFRM, S. de R.L. de C.V.

Mexico

Dole Diversified North America, Inc.

99.97

United States

Servicios SFRM, S. de R.L. de C.V.

Mexico

Dole Fresh Vegetables, Inc.

0.03

United States

Standard Fruit and Steamship Company

United
States

Dole Holdings, Inc.

100.00

United States

Standard Fruit Company

United
States

Dole Fresh Fruit Company

100.00

United States

Standard Fruit Company de Costa Rica, S.A.

Costa
Rica

Standard Fruit Company

0.001

United States

Standard Fruit de Nicaragua S.A.

Nicaragua

Dole Fresh Fruit Company

82.00

United States

Standard Fruit de Nicaragua S.A.

Nicaragua

Dole Ocean Cargo Express, Inc.

18.00

United States

Sunnyridge Farm Chile, S.A.

Chile

Dole Diversified North America, Inc.

100.00

United States

Sunnyridge Farm Mexico, S.A. de C.V.

Mexico

Dole Diversified North America, Inc.

98.00

United States

Sunnyridge Farm Mexico, S.A. de C.V.

Mexico

Dole Fresh Vegetables, Inc.

2.00

United States

Tropical Fruit Europe, L.L.C.

United
States

Dole Food Company, Inc.

100.00

United States

Wahiawa Water Company, Inc.

United
States

Dole Food Company, Inc.

100.00

United States

(b) Certain grower loans and advances:


Entity	Grower Loans & Advances
Union de Ban. Ecuatorianos - Ubesa		9,033
Logistica Fruticola SAC		160,961
Logistica Bananera, SA (LogBan)		3,373,294
Standard Fruit Honduras S. A.		55,261
Bananera Rio Mame S.A. -Barimasa		8,064
Standard Fruit Co. de Costa Rica		232,991
Agrofumigacion y Comercializacion Agricola S.A. (AFCA)		2,354,749
Standard Fruit de Guatemala S.A.		740,512
Dole Chile S.A.		31,390,622
Dole Peru SRL		1,236,192
South Africa LC statutory		6,472,198
Dole Diversified North America, Inc		1,884,352
BB Farms de Mexico (former 1730)		990,910
SunnyRidge Farm Mexico (former 1740)		2,285,895
Bud Antle Value Added		450,000
Bud Antle Mix		525,000

Schedule 6.07

Affiliate Transactions

None.

Schedule 9.01

Administrative Agents’ Offices; Notices

To the Company or any other Loan Party:

C/o Total Produce plc

29 North Anne Street

Dublin 7 D07 PH36

Ireland

Phone: +353 1 887 2600

Email: +353 1 887 2731

Email: fdavis@totalproduce.com and jdevine@totalproduce.com

Attn: Frank Davis, Finance Director and Jacinta Devine, Company Secretary

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Phone: (213) 687-5493

Fax: (213) 621-5493

Email: kristine.dunn@skadden.com

Attn: Kristine Dunn

To the Revolving Administrative Agent:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH

245 Park Avenue

New York, New York 11067

Phone: (212) 574-7327

(212) 574-7346

Fax: (914) 304-9327

(201) 499-5328

Email: fm.am.syndicatedloans@rabobank.com

Punam.Gambhir@rabobank.com

Ann.McDonough@rabobank.com

Attn: Punam Gambhir

Ann McDonough

To the Issuing Bank and Swingline Lender:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH

245 Park Avenue

New York, New York 11067

Phone: (212) 574-7315

Email: l.am.RaboNYSBLC@rabobank.com

Sandra.L.Rodriguez@rabobank.com

Attn: Sandra Rodriguez

To the Term Administrative Agent:

BANK OF AMERICA, N.A.

Agency Management

555 California Street, 4^th Floor

Mail Code: CA5-705-04-09

San Francisco, CA 94104

Phone: (415) 436-2776

Fax: (415) 503-5101

Email: anthea.del_bianco@bofa.com

Attn: Anthea Del Bianco

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the respective meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions for Assignment and Assumption (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Applicable Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


		1.		Assignor[s]:



		2.		Assignee[s]:

A-1

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

Borrowers: TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S

Revolving Administrative Agent: Coöperatieve Rabobank U.A., New York Branch, as the revolving administrative agent under the Credit Agreement.

Term Administrative Agent: Bank of America, N.A., as the term administrative agent under the Credit Agreement

Credit Agreement: Credit Agreement, dated as of March [26], 2021, among the Borrowers, the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent.

Assigned Interest:

Assignor[s]¹

Assignee[s]²

Facility
Assigned³

Aggregate Amount of
Commitment/Loans for
all Lenders⁴

Amount of
Commitment/
Loans
Assigned⁸

Percentage
Assigned of
Commitment/
Loans⁵

CUSIP
Number

________________

_________

____________

________________

_________

____________

________________

_________

____________

[8.

Trade Date:__________________]

¹	List each Assignor, as appropriate.

²	List each Assignee, as appropriate.

³	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term B Loan,” etc.)

⁴	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁵	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

A-2

Effective Date: __________________, 20__ [TO BE INSERTED BY APPLICABLE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR
[NAME OF ASSIGNOR]⁶

By:
Name:
Title:

ASSIGNEE
[NAME OF ASSIGNEE]⁷

By:
Name:
Title:

[Consented to and]⁸Accepted:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving

Administrative Agent


By:
Name:
Title:

By:
Name:
Title:

⁶	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

⁷	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

⁸	To be added if required pursuant to Section 9.04(b)(iii)(B).

A-3


[Consented to and]⁹ Accepted:

BANK OF AMERICA, N.A., as Term Administrative Agent

By:
Name:
Title:

[Consented to:]¹⁰

[TOTAL PRODUCE PLC

By:
Name:
Title:

By:
Name:
Title:]¹¹

[DOLE PLC

By:
Name:
Title:]¹²

[Consented to and]¹³ Accepted:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender

By:
Name:
Title:

By:
Name:
Title:

⁹	To be added if required pursuant to Section 9.04(b)(iii)(B).

¹⁰	To be added if required pursuant to Section 9.04(b)(iii)(A).

¹¹	Prior to the IPO Closing Date.

¹²	From and after the IPO Closing Date.

¹³	To be added if required pursuant to Section 9.04(b)(iii)(C).

A-4


[Consented to and]¹⁴ Accepted:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Issuing Bank

By:
Name:
Title:

By:
Name:
Title:

[Consented to and]¹⁵ Accepted:
[ ], as Issuing Bank

By:
Name:
Title:

By:
Name:
Title:

¹⁴	To be added if required pursuant to Section 9.04(b)(iii)(C).

¹⁵	To be added if required pursuant to Section 9.04(b)(iii)(C).

A-5

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.04(b)(iii), (v), (vi) and (vii) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.04(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Applicable Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, [and] (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee [and (viii) it is [not an Irish Qualifying Lender][an Irish Qualifying Lender (other than an Irish Treaty Lender)][an Irish Treaty Lender]]¹³ and (b) agrees that (i) it will, independently and without reliance upon the Applicable Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

¹⁶	To be added in connection with an assignment of Revolving Commitments or Revolving Loans.

A-6

2. Payments. From and after the Effective Date, the Applicable Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Applicable Administrative Agent shall make all payments of interest, fees or other amounts paid from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic communication shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby.

A-7

EXHIBIT B

FORM OF TERM B NOTE

___________, ____

FOR VALUE RECEIVED, the undersigned (the “Term Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term B Loan from time to time made by the Lender to the Term Borrower under that certain Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement), among Total Produce plc, Total Produce International Holdings Limited, Total Produce Ireland Limited, Total Produce International Limited, Total Produce C Holdings Limited, TPH (UK) Limited, Nordic Fruit Holding AB, the Term Borrower, Total Produce Holdings B.V., Total Produce Nordic A/S (collectively, the “Borrowers”), certain other parties thereto, the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and Collateral Agent, and Bank of America, N.A., as Term Administrative Agent.

The Term Borrower promises to pay interest on the unpaid principal amount of the Term B Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest in respect of the Term B Loan made by the Lender shall be made to the Term Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Term Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term B Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term B Note is also entitled to the benefits of the Guarantee Agreement and the U.S. Security Agreement and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term B Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term B Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term B Note and endorse thereon the date, amount and maturity of its Term B Loan and payments with respect thereto.

The Term Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term B Note.

B-1

THE ASSIGNMENT OF THIS TERM B NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER.

B-2

THIS TERM B NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THE TERM BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM B NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE TERM BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE TERM BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


TOTAL PRODUCE USA HOLDINGS INC.

By:
Name:
Title:

B-3

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of

Loan Made

Amount of

Loan Made

End of

Interest
Period

Amount of
Principal or

Interest Paid
This Date

Outstanding

Principal

Balance This

Date

Notation
Made By

B-4

EXHIBIT C

FORM OF REVOLVING NOTE

___________, ____

FOR VALUE RECEIVED, the undersigned (the “Revolving Borrowers”), hereby promise, jointly and severally, to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Revolving Loan from time to time made by the Lender to the Companies under that certain Credit Agreement, dated as of March 26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement), among Total Produce plc, Total Produce International Holdings Limited, Total Produce Ireland Limited, Total Produce International Limited, Total Produce C Holdings Limited, TPH (UK) Limited, Nordic Fruit Holding AB, Total Produce USA Holdings Inc., Total Produce Holdings B.V., Total Produce Nordic A/S (collectively, the “Borrowers”), certain other parties thereto, the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent.

The Revolving Borrowers promise to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swingline Loans, all payments of principal and interest in respect of Revolving Loans made by the Lender shall be made to the Revolving Administrative Agent for the account of the Lender in the currency in which such Loan was denominated in immediately available funds at the Revolving Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Note is also entitled to the benefits of the Guarantee Agreement and the U.S. Security Agreement and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount, currency and maturity of its Revolving Loans and payments with respect thereto.

The Revolving Borrowers hereby waive diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note.

C-1

THE ASSIGNMENT OF THIS REVOLVING NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER.

C-2

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


[TOTAL PRODUCE PLC

By:
Name:
Title:

By:
Name:
Title:]¹

[DOLE PLC

By:
Name:
Title:]²

¹	Prior to the IPO Closing Date.

²	From and after the IPO Closing Date.

C-3


TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

By:
Name:
Title:

TOTAL PRODUCE IRELAND LIMITED

By:
Name:
Title:

TOTAL PRODUCE INTERNATIONAL LIMITED

By:
Name:
Title:

TOTAL PRODUCE C HOLDINGS LIMITED

By:
Name:
Title:

TPH (UK) LIMITED

By:
Name:
Title:

NORDIC FRUIT HOLDING AB

By:
Name:
Title:

C-4


TOTAL PRODUCE USA HOLDINGS INC.

By:
Name:
Title:

TOTAL PRODUCE HOLDINGS B.V.

By:
Name:
Title:

TOTAL PRODUCE NORDIC A/S

By:
Name:
Title:

C-5

LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of

Loan Made

Currency

and Amount

of Loan

Made

End of

Interest

Period

Amount of

Principal or

Interest Paid

This Date

Outstanding

Principal

Balance This

Date

Notation

Made By

C-6

EXHIBIT D

FORM OF U.S. SECURITY AGREEMENT

[SEE ATTACHED]

D-1

Execution Version

SECURITY AGREEMENT

made by

TOTAL PRODUCE USA HOLDINGS INC.,

CALANTHE LIMITED,

TOTAL PRODUCE INTERNATIONAL LIMITED

and

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

in favor of

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Collateral Agent

Dated as of March 26, 2021

TABLE OF CONTENTS


		Page

	SECTION 1.
	DEFINED TERMS

1.1	Definitions		2
1.2	Other Definitional Provisions		4

	SECTION 2.
	GRANT OF SECURITY INTEREST

2.1	US Grantor Collateral		5
2.2	Non-US Grantor Collateral		6

	SECTION 3.
	REPRESENTATIONS AND WARRANTIES

3.1	Title; No Other Liens		6
3.2	Perfected Liens		7
3.3	Name; Jurisdiction of Organization; Chief Executive Office		7
3.4	Investment Property		8
3.5	[Reserved]		9
3.6	Intellectual Property		9
3.7	Commercial Tort Claims		9

	SECTION 4.
	COVENANTS

4.1	Delivery of Certificated Securities and Instruments		9
4.2	Limited Liability Company or Limited Partnership Interests		10
4.3	Maintenance of Perfected Security Interest; Further Documentation		10
4.4	Changes in Name, etc		11
4.5	[Reserved]		11
4.6	Investment Property		11
4.7	Intellectual Property		12
4.8	Commercial Tort Claims		13

	SECTION 5.
	REMEDIAL PROVISIONS

5.1	Reserved		14
5.2	Reserved		14
5.3	Pledged Stock		14
5.4	Proceeds to be Turned Over to Collateral Agent		15
5.5	Application of Proceeds		15

-i-


		Page

5.6	Code and Other Remedies		15
5.7	Intellectual Property		16
5.8	Deficiency		16

	SECTION 6.
	THE COLLATERAL AGENT

6.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc		16
6.2	Duty of Collateral Agent		18
6.3	Financing Statements		19
6.4	Authority of Collateral Agent		19

	SECTION 7.
	MISCELLANEOUS

7.1	Amendments in Writing		19
7.2	Notices		19
7.3	No Waiver by Course of Conduct; Cumulative Remedies; Enforcement		19
7.4	Successors and Assigns		20
7.5	Set-Off		20
7.6	Counterparts		20
7.7	Severability		20
7.8	Headings		20
7.9	Integration		21
7.10	Irish Limitations		21
7.11	GOVERNING LAW		21
7.12	Submission To Jurisdiction; Waivers		21
7.13	Acknowledgements		22
7.14	Additional Grantors		22
7.15	Releases		22
7.16	WAIVER OF JURY TRIAL		23

SCHEDULES


Schedule 1(a)		Legal Names, Chief Executive Offices, Etc.
Schedule 1(b)		Prior Legal Names
Schedule 1(c)		Changes in Corporate Identity
Schedule 2		[Reserved]
Schedule 3		Filings/Filing Offices
Schedule 4		Filings and Other Actions for Perfection of Security Interests
Schedule 5(a)		Equity Interests of Subsidiaries
Schedule 5(b)		Other Equity Interests
Schedule 6		Pledged Notes
Schedule 7(a)		U.S. Patents and Trademarks
Schedule 7(b)		U.S. Copyrights

-ii-


				Page

ANNEXES


Annex 1		Assumption Agreement

EXHIBITS
Exhibit 1		Form of Copyright Security Agreement
Exhibit 2		Form of Patent Security Agreement
Exhibit 3		Form of Trademark Security Agreement

-iii-

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of March 26, 2021, made by each of the signatories identified on the signature pages hereto as a “Grantor” (collectively, and together with any other entity that may become party hereto as a “Grantor” as provided herein, the “Grantors”), in favor of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (“Rabobank”), as Collateral Agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of March 26, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., and TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), certain other parties party thereto from time to time, the Lenders party thereto from time to time, Rabobank, as Revolving Administrative Agent, the Collateral Agent and BANK OF AMERICA, N.A., as Term Administrative Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, each Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement, the entering into of Secured Hedge Agreements and the incurrence of the Cash Management Obligations; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth and to induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

SECTION 1.

DEFINED TERMS

1.1 Definitions.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and capitalized terms used herein that are defined in the New York UCC shall have the meanings given to them in the New York UCC; provided that in any event the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Records and Supporting Obligations.

(b) The following terms shall have the following meanings:

“Agreement”: this Security Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Collateral”: (i) with respect to each US Grantor, the US Grantor Collateral, and (ii) with respect to each Non-US Grantor, the Non-US Grantor Collateral.

“Copyrights”: (i) all copyrights arising under the laws of the United States owned by any US Grantor, whether registered or unregistered (including, as of the Closing Date, those listed in Schedule 7(b)), all registrations and recordings thereof, and all applications for registration of copyrights, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Copyright Licenses”: all written agreements providing for the grant by or to any US Grantor of any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials covered by any Copyright.

“Copyright Security Agreement”: a Copyright Security Agreement in the form of Exhibit 1.

“Grantors”: the collective reference to each Grantor.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to all intellectual property arising under the laws of the United States and owned by any US Grantor, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other violation of rights therein, including the right to receive all proceeds and damages therefrom.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Excluded Assets) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

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“Issuers”: the collective reference to each issuer of any Investment Property included in the Collateral.

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-US Grantor”: (i) Calanthe Limited, a private company limited by shares organized under the laws of Ireland, (ii) Total Produce International Limited, a private company limited by shares organized under the laws of Ireland, (iii) Total Produce International Holdings Limited, a private company limited by shares organized under the laws of Ireland, and (iv) each other entity that may become party hereto as a “Grantor” that is not organized under the laws of the United States, any state thereof or the District of Columbia.

“Non-US Grantor Collateral”: as defined in Section 2.2.

“Patents”: (i) all letters patent of the United States owned by any US Grantor and all reissues and extensions thereof, including, as of the Closing Date, any of the foregoing referred to in Schedule 8(a), (ii) all applications for letters patent of the United States by any US Grantor and all divisions, continuations and continuations-in-part thereof, including, as of the Closing Date, any of the foregoing referred to in Schedule 7(a), and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”: all written agreements providing for the grant by or to any US Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent.

“Patent Security Agreement”: a Patent Security Agreement in the form of Exhibit 2.

“Pledged Notes”: any promissory notes (including intercompany promissory notes) issued to or held by any US Grantor with an individual outstanding principal balance of $10,000,000 or more owed to such US Grantor, including, as of the Closing Date, those listed on Schedule 6; provided that in no event shall Pledged Notes include any Excluded Assets.

“Pledged Stock”: the Equity Interests listed on Schedules 5(a) and (b), together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be owned by any Grantor while this Agreement is in effect; provided that (x) in no event shall Pledged Stock include any Excluded Assets and (y) in no event shall Pledged Stock include any Equity Interests (or any shares, stock certificates, options, interests or rights of any nature whatsoever in respect of such Equity Interests) of any Person that is not organized under the laws of the United States (or any state thereof) that is owned by any Grantor that is a Non-US Grantor.

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“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Securities Act”: the Securities Act of 1933, as amended.

“Trademarks”: (i) to the extent owned by a US Grantor, all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill connected with the use of and symbolized thereby, all registrations and recordings thereof, and all applications for registration of any of the foregoing, in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, and all common-law rights related thereto arising under the laws of the United States, including, as of the Closing Date, any of the foregoing referred to in Schedule 7(a), (ii) the goodwill of the business connected with the use of, and symbolized by, each of the above and (iii) the right to obtain all renewals thereof.

“Trademark License”: all written agreements providing for the grant by or to any US Grantor of any right to use, manufacture, distribute, exploit and sell materials covered by any Trademark.

“Trademark Security Agreement”: a Trademark Security Agreement in the form of Exhibit 3.

“US Grantor”: (i) Total Produce USA Holdings Inc., a Delaware corporation, and (ii) each other entity that may become party hereto as a “Grantor” that is organized under the laws of the United States, any state thereof or the District of Columbia.

“US Grantor Collateral”: as defined in Section 2.1.

1.2 Other Definitional Provisions.

(a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. Section 1.03 of the Credit Agreement shall apply herein mutatis mutandis.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

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SECTION 2.

GRANT OF SECURITY INTEREST

2.1 US Grantor Collateral. Each of the US Grantors hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such US Grantor’s right, title and interest in and to all of the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such US Grantor or in which such US Grantor now has or at any time in the future may acquire any right, title or interest, other than Excluded Assets (collectively, the “US Grantor Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

all Accounts;

all Chattel Paper;

all Commercial Tort Claims set forth on Schedule 8;

all Documents;

all Equipment;

all Fixtures;

all General Intangibles;

all Instruments;

all Intellectual Property;

all Inventory;

all Investment Property;

all Letters of Credit and Letter-of-Credit Rights;

all Money and all Deposit Accounts;

all Receivables and Receivables Records;

all other Goods and personal property not otherwise described above (except for Excluded Assets, any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above);

all books and records pertaining to the Collateral; and

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to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Agreement, the terms US Grantor Collateral and Collateral and the terms set forth in this Section defining the components of US Grantor Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in, any Excluded Assets.

2.2 Non-US Grantor Collateral. Each of the Non-US Grantors hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Non-US Grantor’s right, title and interest in and to all of the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Non-US Grantor or in which such Non-US Grantor now has or at any time in the future may acquire any right, title or interest, other than Excluded Assets (collectively, the “Non-US Grantor Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

all shares of capital stock and all limited liability company interests in each entity identified under the heading “Business Entity” in the first column on Schedule 5(a) hereto prior to such Non-US Grantor’s name in the third column on such schedule and, including in any event, all Pledged Stock; and

all Proceeds and Supporting Obligations of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Agreement, the terms Non-US Grantor Collateral and Collateral and the terms set forth in this Section defining the components of Non-US Grantor Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in, any Excluded Assets.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

To induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to induce the other Secured Parties to make their respective extensions of credit to the Borrowers thereunder and under Secured Hedge Agreements and in connection with Cash Management Obligations, each applicable Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

3.1 Title; No Other Liens. Except for the Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement and the other Loan Documents, such Grantor owns each item of the Collateral granted by it free and clear of any and all Liens.

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3.2 Perfected Liens. The security interests granted pursuant to this Agreement constitute valid security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, enforceable against each applicable Grantor in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). Upon completion of the filings and other actions specified on Schedule 4 hereto (which, in the case of all filings and other documents referred to on said Schedule to be made under the New York UCC on the Closing Date (other than filings and documents permitted to be delivered after the Closing Date pursuant to Schedule 5.09(d) of the Credit Agreement), have been delivered to the Collateral Agent in completed and, where required, duly executed form) will constitute valid perfected security interests in all of the US Grantor Collateral (other than any Collateral for which perfection is not required pursuant to Section 4 or for which perfection is permitted to be completed after the Closing Date pursuant to Section 5.09(d) of the Credit Agreement) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for each US Grantor’s Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.02 of the Credit Agreement), enforceable in accordance with the terms hereof against all creditors of such US Grantor and any Persons purporting to purchase any Collateral from such US Grantor, to the extent the security interest therein may be perfected by filing, recording or registration in the United States pursuant to the Uniform Commercial Code of any applicable jurisdiction or, in the case of the Intellectual Property of the US Grantors referred to in Section 3.6, by filing, recording or registration in the United States Patent and Trademark Office or the United States Copyright Office; provided, however, that additional filings in the United States Patent and Trademark Office and the United States Copyright Office may be required in connection with registered and applied for Trademarks, Patents and Copyrights constituting Collateral which are acquired after the date hereof. When certificates representing the Pledged Stock (with respect to any Grantor) or promissory notes representing the Pledged Notes (solely with respect to any US Grantor), as applicable, are delivered to the Collateral Agent (together with transfer powers or endorsements executed in blank), the Collateral Agent (for the benefit of the Secured Parties) will have a fully perfected Lien on, and security interest in, all right, title and interest of each applicable Grantor in the Collateral as collateral security for the Obligations to the extent perfection in such Collateral (and the proceeds thereof) may be obtained by possession of such certificates and/or promissory notes, in the case of the Pledged Stock and the Pledged Notes, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.02 of the Credit Agreement).

3.3 Name; Jurisdiction of Organization; Chief Executive Office.

(a) As of the Closing Date, such Grantor’s legal name (as such name appears in its respective certificate of incorporation or any other equivalent organizational document), type of organization, jurisdiction of organization or incorporation, and identification or registration number from the jurisdiction of organization or incorporation (if any), and the location of such Grantor’s chief executive office or registered office (with respect to any Non-US Grantor), are

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specified on Schedule 1(a). As of the Closing Date, set forth in Schedule 1(b) hereto is a list of any other legal names each US Grantor has had in the past five years, together with the date of the relevant change. As of the Closing Date, set forth in Schedule 1(c) is a list of any other business or organization to which each US Grantor became the successor by merger, consolidation, acquisition, or on any filings with the Internal Revenue Service at any time in the past five years. As of the Closing Date, except as set forth in Schedule 1(c), no US Grantor has changed its jurisdiction of organization at any time during the past four months.

3.4 Investment Property.

(a) As of the Closing Date, attached hereto as Schedule 5(a) is a true and correct list of all of the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests of the Restricted Subsidiaries directly owned by the Grantors and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests, in each case to the extent constituting Collateral; provided that the stock, partnership interests, limited liability company membership interests or other equity interests of any Restricted Subsidiary (to the extent not organized under the laws of the United States (or any state thereof)) of any Grantor that is not a US Grantor shall not be required to be so listed. As of the Closing Date, set forth on Schedule 5(b) is a true and correct list of all of the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests directly owned by each US Grantor that represents 50% or less of the equity of the applicable Issuer, in each case to the extent constituting Collateral and excluding any Excluded Asset.

(b) As of the Closing Date, the shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor.

(c) As of the Closing Date, all the shares of the Pledged Stock constituting Equity Interests in Subsidiaries have been duly and validly issued and (to the extent applicable) are fully paid and nonassessable.

(d) Attached hereto as Schedule 6 is a true and correct list of all promissory notes, including intercompany notes and instruments (other than checks to be deposited in the ordinary course of business), in each case having a value greater than $10,000,000, held by each US Grantor as of the Closing Date. To the knowledge of such US Grantor, as of the Closing Date each of the Pledged Notes pledged by such US Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(e) Such Grantor is the record and beneficial owner of the Investment Property pledged by it hereunder, free of any and all Liens in favor of any other Person, except the Liens created by this Agreement or Liens permitted pursuant to the Credit Agreement.

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(f) Each US Grantor represents and warrants that all promissory notes or instruments representing or evidencing the Pledged Notes having an aggregate principal value of $10,000,000 or greater, in each case, in existence on the Closing Date, have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein (subject to any Liens permitted by Section 6.02 of the Credit Agreement).

3.5 [Reserved].

3.6 Intellectual Property. Schedule 7(a) lists all Patents and Trademarks owned by such US Grantor in its own name on the Closing Date and registered in the United States or for which an application for registration in the United States has been filed, including the name of the registered owner and the registration number of each such Patent and Trademark, in each case as of the Closing Date. Schedule 7(b) lists all United States Copyrights owned by such US Grantor in its own name on the Closing Date and registered or the subject of an application in the United States Copyright Office, including the name of the registered owner and the registration number of each such Copyright, and material exclusive Copyright Licenses of registered U.S. copyrights, in each case on the Closing Date.

3.7 Commercial Tort Claims. On the Closing Date, except to the extent listed in Schedule 8, no US Grantor has knowledge of rights it has in any Commercial Tort Claim as to which it reasonably expects to recover more than $10,000,000 individually and Schedule 8 includes a brief description of each such Commercial Tort Claim as of the Closing Date.

SECTION 4.

COVENANTS

Each applicable Grantor covenants and agrees with the Collateral Agent and the Lenders that, from and after the date of this Agreement until the Obligations (except contingent indemnification and contingent expense reimbursement obligations and any Obligations in respect of Secured Hedge Agreements and Cash Management Obligations) shall have been paid in full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized to the reasonable satisfaction of the applicable Issuing Bank and the Commitments shall have terminated:

4.1 Delivery of Certificated Securities and Instruments. If any of the Pledged Stock pledged by such Grantor hereunder is or shall become evidenced or represented by any certificate, such certificate shall be delivered to the Collateral Agent within thirty (30) days (or such later date as may be agreed by the Collateral Agent) of receipt of such certificate by the applicable Grantor, duly assigned or endorsed in a manner reasonably satisfactory to the Collateral Agent (which may be by the delivery of a stock or securities power), to be held as Collateral pursuant to this Agreement. If any US Grantor acquires any Pledged Note, such Pledged Note shall be delivered to the Collateral Agent within thirty (30) days (or such later date as may be agreed by the Collateral Agent) of receipt of such Pledged Note by the applicable US Grantor, duly assigned or endorsed in a manner reasonably satisfactory to the Collateral Agent (which may be by the delivery of a note power or other transfer instrument), to be held as Collateral pursuant to this Agreement.

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4.2 Limited Liability Company or Limited Partnership Interests. The Grantors shall at no time elect to treat any interest in any limited liability company or limited partnership controlled by a Grantor and pledged hereunder by such Grantor as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest, unless promptly thereafter the applicable Grantor provides notification to the Collateral Agent of such election and, if applicable, delivers any such certificate to the Collateral Agent pursuant to the terms hereof.

4.3 Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall take all actions reasonably requested by the Collateral Agent to maintain the security interest created by this Agreement as a security interest having at least the perfection and priority described in Section 3.2 and shall take all actions reasonably requested by the Collateral Agent to defend such security interest against the claims and demands of all Persons whomsoever, subject in each case to Liens permitted by the Credit Agreement, the limitations and exceptions set forth in the Credit Agreement and the other Loan Documents and to the rights of such Grantor under the Loan Documents to dispose of the Collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (x) no Grantor shall be required to perfect security interests in any Collateral through control agreements, (y) no actions in any jurisdiction that is not an Agreed Security Jurisdiction shall be required in order to create a security interest in any assets or to perfect or make enforceable such security interest (including property registered or applied-for in any non-Agreed Security Jurisdiction) it being understood that there shall be no security agreement or pledge agreement governed under the Laws of any non-Agreed Security Jurisdiction or any requirement to make any filings in any non-Agreed Security Jurisdiction and (z) no Grantor will be required to obtain estoppels or collateral access letters, landlord waivers or bailee waivers with respect to any Collateral.

(b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor granted hereunder (limited in the case of any Non-US Grantor, to any Non-US Grantor Collateral) and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby, in each case subject to the limitations and exceptions set forth in the Credit Agreement and the other Loan Documents.

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4.4 Changes in Name, etc. Such Grantor shall provide prompt (but in any event within thirty (30) days) written notice to the Collateral Agent (and delivery to the Collateral Agent of all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein by such Grantor) after any change in such Grantor’s (i) legal corporate or organizational name, (ii) organizational form or jurisdiction of organization or incorporation or (iii) location of chief executive office (or registered office, with respect to any Non-US Grantor). In connection with any such change, each Grantor shall take all action reasonably satisfactory to, and reasonably requested by, the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral pledged by such Grantor hereunder, if applicable, in each case subject to the limitations and exceptions set forth in the Credit Agreement and the other Loan Documents.

4.5 [Reserved].

4.6 Investment Property.

(a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer constituting Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the Lenders, hold the same in trust for the Collateral Agent and the Lenders and to the extent required pursuant to Section 4.1 deliver the same to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Collateral Agent, in accordance with Section 4.1 hereof subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default shall have occurred and be continuing, and any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property included in the Collateral or any property (other than cash) included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Collateral Agent, use commercially reasonable efforts to cause it to be subject to a perfected security interest in favor of the Collateral Agent to the extent and in the manner required pursuant to Section 4.3 hereof. If any such property so distributed in respect of the Investment Property included in the Collateral shall be received by such Grantor, such Grantor shall, until such property is delivered to the Collateral Agent, hold such property in trust for the Collateral Agent and the Secured Parties as additional collateral security for the Obligations.

(b) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, and (ii) the terms of Section 5.3(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) with respect to such Investment Property.

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4.7 Intellectual Property.

(a) Except in each case to the extent failure to so act would not reasonably be expected to result in a Material Adverse Effect or is otherwise permitted by the Credit Agreement or any other Loan Document, such US Grantor (either itself or through licensees) will (i) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use reasonable efforts to employ such Trademark with the appropriate notice of registration and all other notices and legends required by applicable requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such mark in accordance with the terms of this Agreement, and (v) not do any act or knowingly omit to do any act whereby such Trademark may become invalidated or unenforceable.

(b) Except to the extent failure to so act would not reasonably be expected to result in a Material Adverse Effect or is otherwise permitted by the Credit Agreement or any other Loan Document, such US Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public.

(c) Except to the extent failure to so act would not reasonably be expected to result in a Material Adverse Effect or is otherwise permitted by the Credit Agreement or any other Loan Document, such US Grantor (either itself or through the direction of licensees) will not do any act or knowingly omit to do any act whereby any Copyright may become invalidated, fall into the public domain or otherwise be impaired.

(d) Except to the extent failure to so act would not reasonably be expected to result in a Material Adverse Effect or is otherwise permitted by the Credit Agreement or any other Loan Document, such US Grantor (either itself or through the direction of licensees) will not do any act that knowingly uses any Intellectual Property to infringe the intellectual property rights of any other Person.

(e) Except to the extent failure to so act would not reasonably be expected to result in a Material Adverse Effect or is otherwise permitted by the Credit Agreement or any other Loan Document, such US Grantor will take all reasonable and necessary steps before the United States Patent and Trademark Office or the United States Copyright Office to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of such Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(f) Except in each case to the extent failure to so act would not reasonably be expected to result in a Material Adverse Effect or is otherwise permitted by the Credit Agreement or any other Loan Document, in the event that any Intellectual Property of such US Grantor is infringed, misappropriated or diluted by a third party, such US Grantor shall (i) take such actions as such US Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual

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Property and (ii) if such Intellectual Property is reasonably deemed by such US Grantor to be of material economic value, sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, to the extent the foregoing is consistent with such US Grantor’s reasonable business judgment.

(g) Notwithstanding anything to the contrary in this Agreement, subject to the provisions of the Credit Agreement, nothing shall prevent any Grantor in the ordinary course of business from abandoning, ceasing to use or otherwise impairing or disposing of any Intellectual Property if such Grantor reasonably believes that doing so is in its business interests. For the avoidance of doubt, nothing in this Section 4.7 shall prohibit a sale, transfer or Disposition of any Intellectual Property made in accordance with Section 6.11 of the Credit Agreement.

(h) Whenever such US Grantor shall acquire any Intellectual Property registered with the United States Patent and Trademark Office or the United States Copyright Office or file an application for any Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office (other than as a result of any pending application of which such US Grantor has already provided notice becoming registered), the provisions hereof shall automatically apply and such Intellectual Property shall automatically constitute Collateral as if such would have Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. If, after the date hereof, any US Grantor files an application for any United States registered Intellectual Property, or acquires any United States registered or applied for Intellectual Property, or files a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use United States Trademark application, such US Grantor shall, concurrently with the delivery of the Compliance Certificate with respect to the annual financial statements required pursuant to Section 5.01(a) of the Credit Agreement (or such later date as the Collateral Agent may agree), notify the Collateral Agent and, upon the request of the Collateral Agent, shall promptly execute and deliver any and all applicable Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements.

4.8 Commercial Tort Claims. If such US Grantor shall obtain an interest in any Commercial Tort Claim as to which it determines that it reasonably expects to recover more than $10,000,000 individually such US Grantor shall within 30 days of making such determination (or such longer period reasonably satisfactory to the Collateral Agent) sign and deliver documentation reasonably acceptable to the Collateral Agent granting a security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.

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SECTION 5.

REMEDIAL PROVISIONS

5.1 Reserved.

5.2 Reserved.

5.3 Pledged Stock.

(a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends and other distributions (other than dividends payable in Equity Interests) paid in respect of the Pledged Stock pledged by such Grantor hereunder to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to such Pledged Stock; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken with respect to such Pledged Stock which a Grantor reasonably recognizes would result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. The Collateral Agent shall, at the relevant Grantor’s sole cost and expense, execute and deliver (or cause to be executed and delivered) to such Grantor all proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to this Section.

(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give at least five (5) Business Days’ notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations in accordance with the Credit Agreement, and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it and except for its gross negligence or willful misconduct, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

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(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Stock directly to the Collateral Agent.

5.4 Proceeds to be Turned Over to Collateral Agent. If an Event of Default shall occur and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of its exercise of its rights under this Section 5.4, all Proceeds of Collateral pledged by such Grantor hereunder received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required and requested by the Collateral Agent). All Proceeds while held by the Collateral Agent (or by such Grantor in trust for the Collateral Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.5.

5.5 Application of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent shall apply all or any part of Proceeds constituting Collateral received by the Collateral Agent, and any proceeds of the guarantee set forth in the Guarantee Agreement, in payment of the Obligations in the order set forth in Article VII of the Credit Agreement.

5.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, following and during the continuance of an Event of Default, to

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assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

5.7 Intellectual Property. With respect to any license or sublicense of Intellectual Property included in the Collateral existing on the Closing Date or arising after the Closing Date in compliance with the terms of the Credit Agreement, the Collateral Agent hereby agrees that (i) the Intellectual Property included in the Collateral that is subject to any such license or sublicense granted by any Grantor shall remain subject to such license or sublicense upon an Event of Default and the exercise of remedies hereunder, and (ii) the Collateral Agent shall not disturb the rights of the licensee under such license or sublicense to continue to use the licensed Intellectual Property in accordance with the terms of such license or sublicense.

5.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay such Grantor’s Obligations.

SECTION 6.

THE COLLATERAL AGENT

6.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc.(a)

(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action after the occurrence and during the continuance of an Event of Default and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement after the occurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following after the occurrence and during the continuance of an Event of Default:

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(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any receivable or contract included in Collateral pledged by such Grantor hereunder or with respect to any other Collateral pledged by such Grantor and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any such receivable or contract or with respect to any other Collateral pledged by such Grantor whenever payable;

(ii) in the case of any Intellectual Property included in Collateral pledged by such Grantor hereunder, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the Lenders’ security interest in such Intellectual Property, subject to the redaction of any confidential information of such Grantor contained therein or the use of a notice or short form, if permissible under the relevant laws, and, subject to Section 5.7, to grant itself a license or sublicense to all applicable Intellectual Property in the Collateral to exercise the Collateral Agent’s rights under this Agreement subject, in the case of any Trademarks included in such license or sublicense, to adequate rights of quality control and inspection sufficient to protect the validity or enforceability of such Trademarks;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; provided that if such taxes are being contested in good faith and by appropriate proceedings, the Collateral Agent will consult with such Grantor before making any such payment;

(iv) execute, in connection with any sale provided for in Section 5.6, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may reasonably deem appropriate; (7) subject to Section 5.7, assign any Intellectual Property (along with the goodwill of the business to which any such Intellectual Property pertains) constituting Collateral,

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throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given prior written notice to the Grantor of its exercise of its rights under this Section 6.1(a).

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The reasonable and documented out-of-pocket expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1 shall be payable by such Grantor to the Collateral Agent pursuant to Section 9.03(a) of the Credit Agreement.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully and in accordance with the last sentence of Section 6.1(a) do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

6.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or failure to comply with mandatory provisions of applicable law.

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6.3 Financing Statements. Pursuant to any applicable Law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description “all assets” or words of similar effect and an indication that after-acquired assets are covered in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof. The Collateral Agent is authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in each item of Intellectual Property of each US Grantor included in the Collateral.

6.4 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 7.

MISCELLANEOUS

7.1 Amendments in Writing. Except as contemplated herein, none of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.02 of the Credit Agreement.

7.2 Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to the Company.

7.3 No Waiver by Course of Conduct; Cumulative Remedies; Enforcement.

(a) Neither the Collateral Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral

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Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law; and

(b) By its acceptance of the benefits of this Agreement, each Secured Party agrees that this Agreement may be enforced only by the Collateral Agent, and that no Secured Party shall have any right individually to enforce or seek to enforce this Agreement.

7.4 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their permitted successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement except as permitted by the Credit Agreement.

7.5 Set-Off. The Collateral Agent and each Secured Party shall have the rights specified in Section 9.08 of the Credit Agreement, which is incorporated herein by reference and the provisions and rights set forth therein shall apply herein as if such provisions were set forth herein, mutatis mutandis.

7.6 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic transmission (including by “.pdf” or “.tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile transmission or other electronic transmission (including by “.pdf” or “.tif”) shall be as effective as delivery of a manually signed original. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include Electronic Signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Collateral Agent to accept electronic signatures in any form or format without its prior consent.

7.7 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

7.8 Headings. The Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

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7.9 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

7.10 Irish Limitations. This Agreement does not apply to any liability to the extent that it would result in this Agreement: (a) constituting unlawful financial assistance within the meaning of section 82 (Financial assistance for acquisition of shares) of the Companies Act 2014 of Ireland; or (b) being prohibited under section 239 (Prohibition of loans, etc., to directors and connected persons) of the Companies Act 2014 of Ireland.

7.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

7.12 Submission To Jurisdiction; Waivers.

(a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The foregoing shall not affect any right that any Administrative Agent or Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement against any other party or its properties in the courts of any jurisdiction. Each Grantor hereby irrevocably designates, appoints and empowers CT Corporation Systems, with offices on the Closing Date at 111 Eighth Avenue, New York, NY 10011, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Grantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the Collateral Agent under this Agreement.

(b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.11. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(c) Each Grantor irrevocably consents to service of process in the manner provided for notices in Section 7.2. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d) Each Grantor hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

7.13 Acknowledgements. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

7.14 Additional Grantors. Each Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 5.09 of the Credit Agreement or is otherwise permitted to become a party to this Agreement pursuant to the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. The execution and delivery of such Assumption Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

7.15 Releases.

(a) Upon termination of the Commitments and payment in full of all Obligations (in each case, other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and indemnification obligations, in each case not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, the Collateral shall be released automatically from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any

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instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor (other than any such sale, transfer or disposition to a Grantor) in a transaction permitted by the Credit Agreement or the Liens of the Collateral Agent are released in any of the Collateral pursuant to Section 9.02 of the Credit Agreement, then, in each such case, (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Collateral Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence such release of the Liens created hereby on such Collateral. At the request and sole expense of the Company, any other Grantor shall be released automatically from its obligations hereunder in the event that such Grantor ceases to be a Guarantor pursuant to the terms of the Credit Agreement.

(c) A Grantor shall automatically be released from its obligations hereunder, and all Liens created by the Loan Documents in Collateral owned by such Grantor shall be automatically released, upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Guarantor (as defined in the Credit Agreement).

(d) Additionally, upon request of the Company, the Collateral Agent shall, at the Company’s expense, take such actions as may reasonably be requested to confirm that the Collateral does not include any assets of the Grantors constituting Excluded Assets.

7.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GRANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER GRANTORS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.


TOTAL PRODUCE USA HOLDINGS INC., as a Grantor

By:
		Title:

CALANTHE LIMITED, as a Grantor

By:
		Title:

TOTAL PRODUCE INTERNATIONAL LIMITED, as a Grantor

By:
		Title:

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, as a Grantor

By:
		Title:


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Collateral Agent

By:
		Title:

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Schedule 1(a)

Legal Names, Chief Executive Office, Etc.

Legal Names, Etc.


Legal Name	Type of Entity	Registered Organization (Yes/No)	Organizational or Company Registered Number	State of Formation or Country of Incorporation	Chief Executive Office or Registered Office
Total Produce USA Holdings Inc.	Corporation	Yes	5562252	Delaware	4695 MacArthur Court, Suite 1560 Newport Beach, CA 92660
Calanthe Limited	Private Company Limited by Shares	Yes	619173	Ireland	Charles McCann Building, Rampart Road, Dundalk, County Louth, Ireland
Total Produce International Limited	Private Company Limited by Shares	Yes	432227	Ireland	Charles McCann Building, Rampart Road, Dundalk, County Louth, Ireland
Total Produce International Holdings Limited	Private Company Limited by Shares	Yes	462700	Ireland	Charles McCann Building, Rampart Road, Dundalk, County Louth, Ireland

Schedule 1(b)

Prior Legal Names

None.

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Schedule 1(c)

Changes in Corporate Identity

None.

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Schedule 3

Filings/Filing Offices


Type of Filing	Entity	Applicable Collateral Document	Jurisdictions
UCC-1	Total Produce USA Holdings Inc.	U.S. Security Agreement	Delaware

UCC-1	Calanthe Limited	U.S. Security Agreement	District of Columbia

UCC-1	Total Produce International Limited	U.S. Security Agreement	District of Columbia

UCC-1	Total Produce International Holdings Limited	U.S. Security Agreement	District of Columbia

-4

Schedule 4

FILINGS AND OTHER ACTIONS FOR PERFECTION OF SECURITY INTERESTS

1.	Filings specified on Schedule 3 to the Security Agreement.

2.	Filings with the United States Patent and Trademark Office and the United States Copyright Office with respect to the Intellectual Property of each applicable US Grantor specified on Schedule 7(a) and Schedule 7(b) to the Security Agreement.

Delivery by each applicable Grantor to the Collateral Agent in the State of New York, and possession by the Collateral Agent in the State of New York, of all certificated Pledged Stock, together with undated stock or equivalent powers, covering such Pledged Stock duly executed in blank by each applicable Grantor.

Delivery by each applicable US Grantor to the Collateral Agent in the State of New York, and possession by the Collateral Agent in the State of New York, of all Pledged Notes, together with endorsements or note powers, as the case may be, covering such Pledged Notes duly executed in blank by each applicable US Grantor.

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Schedule 5

(a) Equity Interests of Subsidiaries


Business Entity	Jurisdiction	Owner Name	Cert No.		No. of Shares		Percent Owned		Percent Pledged
Progressive Produce LLC	Delaware	Total Produce Holdings USA Inc.		N/ A		N/ A		65%		100%
Total Produce Holdings USA Inc.	Delaware	Total Produce International Holdings Limited		13		1		0.07%		100%
Total Produce Holdings USA Inc.	Delaware	Calanthe Limited		14		999		69.18%		100%
Total Produce Holdings USA Inc.	Delaware	Total Produce International Limited		15 16 17 18 19 20 21 22		57 57 28 28 28 28 47 171		30.75%		100%

(b) Other Equity Interests

None.

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Schedule 6

Pledged Notes

None.

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Schedule 7(a)

Patents and Trademarks

None.

-8

Schedule 7(b)

Copyrights

None.

-9

Schedule 8

Commercial Tort Claims

None.

Annex 1 to

Security Agreement

ASSUMPTION AGREEMENT, dated as of ________________, 20__, made by ______________________________ (the “Additional Grantor”), in favor of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (“Rabobank”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). All capitalized terms not defined herein shall have the respective meanings ascribed to them in the Security Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), certain other parties party thereto from time to time, the Lenders party thereto from time to time, Rabobank, as Revolving Administrative Agent and as Collateral Agent, and BANK OF AMERICA, N.A., as Term Administrative Agent, have entered into a Credit Agreement, dated as of March 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Grantors (other than the Additional Grantor) have entered into the Security Agreement, dated as of March 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent for the benefit of the Secured Parties;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Security Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Security Agreement;

NOW, THEREFORE, IT IS AGREED:

1.Security Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.13 of the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. Without limiting the generality of the foregoing, the Additional Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Pursuant to any

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applicable law, the Additional Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of the Additional Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. The Additional Grantor authorizes the Collateral Agent to use the collateral description “all assets” or words of similar effect and an indication that after-acquired assets are covered in such financing statements. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Security Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Security Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date).

2.Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


[ADDITIONAL GRANTOR]

By:
		Name:
		Title:

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Annex 1-A to

Assumption Agreement

Supplement to the Security Agreement

Exhibit 1 to

Security Agreement

FORM OF COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of [__________] (“Copyright Security Agreement”), is made by each of the signatories identified on the signature pages hereto as a “Grantor” (collectively, the “Grantors”), is in favor of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, a [____________] located at [____________], in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Credit Agreement, dated as of March 26, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., and TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), certain other parties party thereto from time to time, the Lenders party thereto from time to time, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent, the Collateral Agent and BANK OF AMERICA, N.A., as Term Administrative Agent;

WHEREAS, in connection with the Credit Agreement, the Grantors entered into that certain Security Agreement dated as of March 26, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent for the benefit of the Secured Parties; and

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver this Copyright Security Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor and the Collateral Agent hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein shall have the meanings given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in and to all of the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, other than Excluded Assets (collectively, the “Copyright Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(a) all Copyrights owned by or exclusively licensed to (with respect to such license, to the extent material) such Grantor, including, without limitation, the registered and applied-for Copyrights of such Grantor listed on Schedule I attached hereto; and

(b) to the extent not included in clause (a), all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the term Copyright Collateral shall not include, and this Copyright Security Agreement shall not constitute a grant of a security interest in, any Excluded Assets.

SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in furtherance, and not in limitation, of the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

SECTION 4. Termination. The term of this Copyright Security Agreement shall be coterminous with the Security Agreement.

SECTION 5. GOVERNING LAW. THIS COPYRIGHT SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Counterparts. This Copyright Security Agreement may be executed by one or more of the parties to this Copyright Security Agreement on any number of separate counterparts (including by telecopy or other electronic transmission (including by “.pdf” or “.tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart to this Copyright Security Agreement by facsimile transmission or other electronic transmission (including by “.pdf” or “.tif”) shall be as effective as delivery of a manually signed original.

[Remainder of This Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, each Grantor has caused this COPYRIGHT SECURITY AGREEMENT to be executed and delivered by its duly authorized signatory as of the date first above written.


[__________], as a Grantor

By:
		Title:

[__________], as a Grantor

By:
		Title:


Accepted and Agreed:

COÖPERATIEVE RABOBANK U.A., NEW
YORK BRANCH, as Collateral Agent

By:
		Title:

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SCHEDULE I

COPYRIGHT SECURITY AGREEMENT

UNITED STATES COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

United States Copyright Registrations:


Title		Registration No.		Registration Date

United States Copyright Applications:


Title		Application / Case No.		Filing Date

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Exclusive Material Copyright Licenses of Registered United States Copyrights:


Description of Copyright License		Name of Licensor		Registration Number of Underlying Copyright

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Exhibit 2 to

Security Agreement

FORM OF PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of [__________] (“Patent Security Agreement”), is made by each of the signatories identified on the signature pages hereto as a “Grantor” (collectively, the “Grantors”), is in favor of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, a [____________] located at [____________], in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver this Patent Security Agreement.

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein shall have the meanings given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral. Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in and to all of the following property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, other than Excluded Assets (collectively, the “Patent Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(a) all Patents owned by such Grantor, including, without limitation, the registered and applied-for Patents of such Grantor listed on Schedule I attached hereto; and

Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the term Patent Collateral shall not include, and this Patent Security Agreement shall not constitute a grant of a security interest in, any Excluded Assets.

SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in furtherance, and not in limitation, of the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

SECTION 4. Termination. The term of this Patent Security Agreement shall be coterminous with the Security Agreement.

SECTION 5. GOVERNING LAW. THIS PATENT SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Counterparts. This Patent Security Agreement may be executed by one or more of the parties to this Patent Security Agreement on any number of separate counterparts (including by telecopy or other electronic transmission (including by “.pdf” or “.tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart to this Patent Security Agreement by facsimile transmission or other electronic transmission (including by “.pdf” or “.tif”) shall be as effective as delivery of a manually signed original.

[Remainder of This Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, each Grantor has caused this PATENT SECURITY AGREEMENT to be executed and delivered by its duly authorized signatory as of the date first above written.


[_________], as a Grantor

By:
		Title:

[_________], as a Grantor

By:
		Title:


Accepted and Agreed:

COÖPERATIEVE RABOBANK U.A., NEW
YORK BRANCH, as Collateral Agent

By:
		Title:

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SCHEDULE I

PATENT SECURITY AGREEMENT

UNITED STATES REGISTERED PATENTS AND PATENT APPLICATIONS

United States Issued Patents and Patent Applications:


Title		Application No.		Filing Date		Patent No.		Issue Date

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Exhibit 3 to

Security Agreement

FORM OF TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of [__________] (“Trademark Security Agreement”), is made by each of the signatories identified on the signature pages hereto as a “Grantor” (collectively, the “Grantors”), is in favor of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, a [____________] located at [____________], in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Credit Agreement, dated as of March 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., and TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), certain other parties party thereto from time to time, the Lenders party thereto from time to time, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent, the Collateral Agent and BANK OF AMERICA, N.A., as Term Administrative Agent;

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver this Trademark Security Agreement.

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein shall have the meanings given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in and to all of the following property, in

each case, wherever located and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, other than Excluded Assets (collectively, the “Trademark Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(a) all Trademarks owned by such Grantor, including, without limitation, the registered and applied-for Trademarks of such Grantor listed on Schedule I attached hereto; and

Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the term Trademark Collateral shall not include, and this Trademark Security Agreement shall not constitute a grant of a security interest in, any Excluded Assets.

SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in furtherance, and not in limitation, of the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

SECTION 4. Termination. The term of this Trademark Security Agreement shall be coterminous with the Security Agreement.

SECTION 5. GOVERNING LAW. THIS TRADEMARK SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Counterparts. This Trademark Security Agreement may be executed by one or more of the parties to this Trademark Security Agreement on any number of separate counterparts (including by telecopy or other electronic transmission (including by “.pdf” or “.tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart to this Trademark Security Agreement by facsimile transmission or other electronic transmission (including by “.pdf” or “.tif”) shall be as effective as delivery of a manually signed original.

[Remainder of This Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties have caused this TRADEMARK SECURITY AGREEMENT to be executed and delivered by its duly authorized signatory as of the date first above written.


[_________], as a Grantor

By:
		Title:

[__________], as a Grantor

By:
		Title:


Accepted and Agreed:

COÖPERATIEVE RABOBANK U.A., NEW
YORK BRANCH, as Collateral Agent

By:
		Title:

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SCHEDULE I

TRADEMARK SECURITY AGREEMENT

UNITED STATES TRADEMARK REGISTRATIONS AND TRADEMARK

APPLICATIONS

United States Trademark Registrations:


Mark		Serial No.		Filing Date		Registration No.		Registration Date

United States Trademark Applications:


Mark		Application No.		Application Date

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EXHIBIT E

FORM OF BORROWING REQUEST

Date: ___________, _____

To: [COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent] [Bank of America, N.A., as Term Administrative Agent]

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Borrowers”), the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent.

The undersigned hereby requests (select one):

☐ A Borrowing of [Term B Loans] [Revolving Loans]

☐ A conversion or continuation of [Term B Loans] [Revolving Loans]

E-1

Borrower[s]: ¹

On (a Business Day).

In the amount of

Comprised of

[Type and Class of Loan requested]

[currency requested]

For Eurocurrency Loans: with an Interest Period of months².

To ___________________________________

[Account Number(s)]

¹	Specify Borrower.

²	One, two, three or six months (or any period as may be agreed to and is available to all applicable Lenders, as elected by the applicable Borrower).

E-2

[The applicable Borrower[s] hereby represent[s] and warrant[s] that the conditions specified in Section 4.02(a) and (b) of the Agreement shall be satisfied on and as of the date of the applicable Borrowing.]³


[APPLICABLE BORROWER]

By:
Name:
Title:

By:
Name:
Title:

³	Include only when requesting a Borrowing on and after the Closing Date (other than with respect to the initial Borrowing of Term B Loans on the IPO Closing Date) and do not include when requesting a conversion or continuation.

E-3

EXHIBIT F

FORM OF SWINGLINE LOAN NOTICE

To: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent and Swingline Lender

Ladies and Gentlemen:

The undersigned hereby requests (select one):

☐ A Borrowing of Swingline Loans

Borrower[s]: ________________________

On (a Business Day).

In the amount of $

To: ___________________________________

[Account Number(s)]

F-1

The applicable Borrower[s] hereby represent[s] and warrant[s] that the conditions specified in Section 4.02(a) and (b) of the Agreement shall be satisfied on and as of the date of the applicable Borrowing.


[APPLICABLE BORROWER]



By:


Name:
Title:



By:


Name:


Title:

F-2

EXHIBIT G

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ,

To:	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Revolving Administrative Agent [and BANK OF AMERICA, N.A., as Term Administrative Agent]¹

Ladies and Gentlemen:

The undersigned Financial Officer hereby certifies, solely in his/her capacity as a Financial Officer and not in his/her individual capacity, as of the date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:

¹	From and after the IPO Closing Date.

G-1

[Use following paragraphs 1 and 2 for fiscal year-end financial statements]

1. The Company has delivered the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

2. The Company is in compliance with Section 5.09 of the Credit Agreement.

3. [Attached hereto is the information required by Section 4.7(h) of the U.S. Security Agreement (if any).]

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Company has delivered the unaudited financial statements required by Section 5.01(b) of the Agreement for the [fiscal quarter][half-year period] of the Company ended as of the above date. Such financial statements fairly present in all material respects the financial condition and results of operations of the Company and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP or IFRS, as applicable as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[2][3][4]. A review of the activities and condition (financial or otherwise) of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and

[select one:]

[no Default has occurred and is continuing.]

--or--

[the following is a list of each Default that exists on the date hereof and its nature and status:]

[3][4][5]. [Attached hereto is the information required by Section 5.01(h) of the Agreement (if any).]

[4][5][6]. The financial covenant analysis and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate.

G-2

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of , .


[TOTAL PRODUCE PLC



By:


Name:
Title:]²



[DOLE PLC

By:


Name:
Title:]³

²	Prior to the IPO Closing Date.

³	From and after the IPO Closing Date.

G-3

For the Fiscal Quarter/Fiscal Year ended ___________________(“Statement Date”)

SCHEDULE 1

to the Compliance Certificate

[Attach calculation of [Excess Cash Flow,]⁴ Consolidated EBITDA, First Lien Net

Leverage Ratio and Senior Secured Net Leverage Ratio]

⁴	Insert calculation of Excess Cash flow with fiscal-year end Compliance Certificate only.

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EXHIBIT H

FORM JUNIOR LIEN INTERCREDITOR AGREEMENT

[SEE ATTACHED]

H-1

EXHIBIT H

[FORM OF]

JUNIOR LIEN INTERCREDITOR AGREEMENT

among

TOTAL PRODUCE PLC,

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED,

TOTAL PRODUCE IRELAND LIMITED,

TOTAL PRODUCE INTERNATIONAL LIMITED,

TOTAL PRODUCE C HOLDINGS LIMITED,

TPH (UK) LIMITED,

NORDIC FRUIT HOLDING AB,

TOTAL PRODUCE USA HOLDINGS INC.,

TOTAL PRODUCE HOLDINGS B.V.,

TOTAL PRODUCE NORDIC A/S,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Senior Priority Representative for the Credit Agreement Secured Parties,

[ ],

as Junior Priority Representative for the Initial Junior Priority Debt Secured Parties,

and

each additional Representative from time to time party hereto

dated as of [ ], 20[ ]

[FORM OF] JUNIOR INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] (this “Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland with registrationnumber:427687 (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 462700, TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 117680, TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 432227, TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 518204, TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales, NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden, TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation, TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725, TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark with corporate (CVR) number 29778108 (collectively, the “Borrowers”), the other Grantors from time to time party hereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), [ ], acting in its capacity as administrative agent and collateral agent under the Initial Junior Lien Debt Agreement, as Representative for the Initial Junior Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Junior Lien Representative ”), and each additional Senior Priority Representative and Junior Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Credit Agreement Collateral Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Junior Lien Representative (for itself and on behalf of the Initial Junior Priority Debt Secured Parties) and each additional Senior Priority Representative (for itself and on behalf of the Additional Senior Secured Parties under the applicable Additional Senior Priority Debt Facility) and each additional Junior Priority Representative (for itself and on behalf of the Additional Junior Priority Secured Parties under the applicable Additional Junior Priority Debt Facility) agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement or, if defined in the UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“Additional Junior Priority Debt” means any Indebtedness that is incurred, issued or guaranteed by a Borrower and/or any other Guarantor (other than Indebtedness constituting Initial Junior Lien Debt Obligations) which Indebtedness and Guarantees are secured by Liens on the Junior Priority Collateral (or a portion thereof) having the same priority (but without regard to control of remedies, other than as provided by the terms of the applicable Junior Priority Debt Documents) as the Liens securing the Initial Junior Lien Debt Obligations; provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Priority Debt Document and Junior Priority Debt Document in effect at the time of such incurrence and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof and (B) the Second Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth therein; provided, further, that, if such Indebtedness will be the initial Additional Junior Priority Debt incurred or issued by the Borrowers after the Closing Date, then the Borrowers, the Initial Junior Lien Representative and the Representative for the holders of such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. Additional Junior Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

“Additional Junior Priority Debt Documents” means, with respect to any series, issue or class of Additional Junior Priority Debt, the promissory notes, credit agreements, loan agreements, note purchase agreements, indentures or other operative agreements evidencing or governing such Indebtedness or the Liens securing such Indebtedness, including the Junior Priority Collateral Documents.

“Additional Junior Priority Debt Facility” means each credit agreement, loan agreement, note purchase agreement, indenture or other governing agreement with respect to any Additional Junior Priority Debt.

“Additional Junior Priority Debt Obligations” means, with respect to any series, issue or class of Additional Junior Priority Debt, (a) all principal of, and premium and interest, fees, and expenses (including, without limitation, any interest, fees, or expenses which accrue after the commencement of any Insolvency or Liquidation Proceeding or which would accrue but for the operation of Bankruptcy Laws, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional Junior Priority Debt, (b) all other amounts payable to the related Additional Junior Priority Secured Parties under the related Additional Junior Priority Debt Documents and (c) any renewals or extensions of the foregoing.

“Additional Junior Priority Secured Parties” means, with respect to any series, issue or class of Additional Junior Priority Debt, the holders of such Indebtedness or any other Additional Junior Priority Debt Obligation, the Representative with respect thereto, any trustee or agent therefor under any related Additional Junior Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by any Borrower or any Guarantor under any related Additional Junior Priority Debt Documents.

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“Additional Senior Priority Debt” means any Indebtedness that is incurred, issued or guaranteed by any Borrower and/or any other Guarantor (other than Indebtedness constituting Credit Agreement Obligations) which Indebtedness and Guarantees are secured by Liens on the Senior Priority Collateral (or a portion thereof) having the same priority (but without regard to control of remedies) as the Liens securing the Credit Agreement Obligations; provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Priority Debt Document and Junior Priority Debt Document in effect at the time of such incurrence and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof and (B) the Equal Priority Intercreditor Agreement pursuant to, and by satisfying the conditions set forth therein; provided, further, that, if such Indebtedness will be the initial Additional Senior Priority Debt incurred or issued by the Borrowers after the Closing Date, then the Borrowers, the Credit Agreement Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the Equal Priority Intercreditor Agreement. Additional Senior Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

“Additional Senior Priority Debt Documents” means, with respect to any series, issue or class of Additional Senior Priority Debt, the promissory notes, credit agreements, loan agreements, note purchase agreements, indentures, or other operative agreements evidencing or governing such Indebtedness or the Liens securing such Indebtedness, including the Senior Priority Collateral Documents.

“Additional Senior Priority Debt Facility” means each credit agreement, loan agreement, note purchase agreement, indenture or other governing agreement with respect to any Additional Senior Priority Debt.

“Additional Senior Priority Debt Obligations” means, with respect to any series, issue or class of Additional Senior Priority Debt, (a) all principal of, and premium and interest, fees, and expenses (including, without limitation, any interest, fees, or expenses which accrue after the commencement of any Insolvency or Liquidation Proceeding or which would accrue but for the operation of Bankruptcy Laws, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional Senior Priority Debt, (b) all other amounts payable to the related Additional Senior Secured Parties under the related Additional Senior Priority Debt Documents and (c) any renewals or extensions of the foregoing.

“Additional Senior Secured Parties” means, with respect to any series, issue or class of Additional Senior Priority Debt, the holders of such Indebtedness or any other Additional Senior Priority Debt Obligation, the Representative with respect thereto, any trustee or agent therefor under any related Additional Senior Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by any Borrower or any Guarantor under any related Additional Senior Priority Debt Documents.

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

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“Bankruptcy Laws” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, administration, rearrangement, judicial management, receivership, insolvency, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), or similar federal, state, or foreign debtor relief laws (including under any applicable corporate statute) of the United States or other applicable jurisdictions from time to time in effect.

“Borrowers” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Capital Stock” means:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Class Debt” has the meaning assigned to such term in Section 8.09(a).

“Class Debt Parties” has the meaning assigned to such term in Section 8.09(a).

“Class Debt Representatives” has the meaning assigned to such term in Section 8.09(a).

“Closing Date” means the date hereof.

“Collateral” means the Senior Priority Collateral and the Junior Priority Collateral.

“Collateral Documents” means the Senior Priority Collateral Documents and the Junior Priority Collateral Documents.

“Company” means (x) prior to the IPO Closing Date, Total Produce, and (y) from and after the IPO Closing Date, Newco.

“Computer Software” means all software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing.

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“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “controlled” have meanings correlative thereto.

“Copyrights” means, with respect to any Grantor, all of such Grantor’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in such copyrights, works protectable by copyright, and copyright applications to register copyright, including, without limitation, copyrights in Computer Software, internet web sites and the content thereof, whether registered or unregistered; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

“Credit Agreement Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor administrative agent and collateral agent as provided in Article VIII of the Credit Agreement.

“Credit Agreement” means that certain Credit Agreement, dated as of March 26, 2021, among the Borrowers, the lenders from time to time party thereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as revolving administrative agent and collateral agent, BANK OF AMERICA, N.A., as term administrative agent, and the other parties party thereto from time to time.

“Credit Agreement Credit Documents” means the Credit Agreement and the other “Loan Documents” as defined in the Credit Agreement.

“Credit Agreement Obligations” means the “Obligations” as defined in the Credit Agreement.

“Credit Agreement Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.

“Debt Facility” means any Senior Priority Debt Facility and any Junior Priority Debt Facility.

“Designated Junior Priority Representative” means (i) the Initial Junior Lien Representative, so long as the Junior Priority Debt Facility under the Initial Junior Lien Debt Documents is the only Junior Priority Debt Facility under this Agreement and (ii) at any time when clause (i) does not apply, the “Applicable Authorized Representative” or similar term (as defined in the Second Lien Intercreditor Agreement) at such time.

“Designated Senior Representative” means (i) the Credit Agreement Collateral Agent, so long as the Senior Priority Debt Facility under the Credit Agreement is the only Senior Priority Debt Facility under this Agreement and (ii) at any time when clause (i) does not apply, the “Applicable Collateral Agent” or similar term (as defined in the Equal Priority Intercreditor Agreement) at such time.

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“DIP Financing” has the meaning assigned to such term in Section 6.01.

“Discharge of Credit Agreement Obligations” means, except to the extent otherwise expressly provided in Section 5.06 and Section 6.04,

(a) payment in full in cash of all Credit Agreement Obligations (other than (i) any indemnification obligations for which no claim has been asserted and (ii) Cash Management Obligations and obligations and liabilities under Secured Hedge Agreements not then due);

(b) termination or expiration of all commitments, if any, to extend credit that would constitute Credit Agreement Obligations; and

(c) the expiration or termination of all letters of credit (other than letters of credit which have been Cash Collateralized).

“Discharge of Senior Obligations” means, except to the extent otherwise expressly provided in Section 5.06 and Section 6.04, the occurrence of both (I) with respect to the Credit Agreement Obligations, the Discharge of Credit Agreement Obligations, and (II) with respect to all other Senior Obligations:

(a) payment in full in cash of all Senior Obligations (other than any indemnification obligations for which no claim has been asserted and any other Senior Obligations not required to be paid in full in order to have the Liens on all Collateral securing such Senior Obligations to be released at such time in accordance with the applicable Senior Priority Debt Documents);

(b) termination or expiration of all commitments, if any, to extend credit that would constitute Senior Obligations; and

(c) termination of all letters of credit issued under the Senior Priority Debt Documents or providing cash collateral or backstop letters of credit on terms specified in the applicable Senior Priority Debt Documents or otherwise acceptable to the applicable Senior Priority Representative or issuing bank in an amount and in a manner specified in the applicable Senior Priority Debt Documents or otherwise reasonably satisfactory to the applicable Senior Priority Representative and issuing bank.

“Disposition” means any conveyance, sale, lease, assignment, transfer, license or other disposition.

“Equal Priority Intercreditor Agreement” means a customary intercreditor agreement in form and substance reasonably acceptable to the Senior Priority Representative with respect to each Senior Priority Debt Facility in existence at the time such intercreditor agreement is entered into and the Borrowers, and which provides that the Liens on the applicable Collateral securing all Indebtedness covered thereby shall be of equal priority (but without regard to the control of remedies).

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“Grantors” means each Borrower and each Subsidiary of the Company that has granted a security interest pursuant to any Collateral Document to secure any Secured Obligations.

“Guarantors” means each “Guarantor” as defined in the Credit Agreement.

“Initial Junior Lien Debt Agreement” means that certain [Second Lien Credit Agreement], dated as of [ ], 20[ ], among the Borrowers, the lenders from time to time party thereto and [ ], as administrative agent and collateral agent.

“Initial Junior Lien Debt Documents” means the Initial Junior Lien Debt Agreement and the other “[Loan Documents]” as defined in the Initial Junior Lien Debt Agreement.

“Initial Junior Lien Debt Obligations” means the “[Obligations]” as defined in the Initial Junior Lien Debt Agreement.

“Initial Junior Lien Representative” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor administrative agent and collateral agent as provided in Section [ ] of the Initial Junior Lien Debt Agreement.

“Initial Junior Priority Debt Secured Parties” means the “[Secured Parties]” as defined in the Initial Junior Lien Debt Agreement.

“Insolvency or Liquidation Proceeding” means:

(1) any case or proceeding commenced by or against any Borrower or any other Grantor under any Bankruptcy Law, any other case or proceeding for the reorganization, arrangement (including under any applicable corporate statute), recapitalization or adjustment or marshalling of the assets or liabilities of any Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to any Borrower or any other Grantor or any similar case or proceeding relative to any Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, judicial management, marshalling of assets or liabilities or other winding up of or relating to any Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other case or proceeding of any type or nature in which substantially all claims of creditors of any Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intellectual Property” means, with respect to any Grantor, all intellectual and similar property of every kind and nature now owned or hereafter acquired by such Grantor, including Patents, Copyrights, Trademarks and all related documentation and registrations and all additions, improvements or accessions to any of the foregoing.

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“IPO” means the “IPO” as defined in the Credit Agreement.

“IPO Closing Date” means the “IPO Closing Date” as defined in the Credit Agreement.

“Joinder Agreement” means a supplement to this Agreement in the form of Annex II or Annex III hereof required to be delivered by a Representative to the Designated Senior Representative or Designated Junior Priority Representative, as the case may be, pursuant to Section 8.09 hereof in order to include an additional Debt Facility hereunder and to become the Representative hereunder for the Senior Priority Secured Parties or Junior Priority Secured Parties, as the case may be, under such Debt Facility.

“Junior Lien Intercreditor Agreement” has the meaning assigned to such term in Section 5.03(a).

“Junior Priority Class Debt” has the meaning assigned to such term in Section 8.09(a).

“Junior Priority Class Debt Parties” has the meaning assigned to such term in Section 8.09(a).

“Junior Priority Class Debt Representative” has the meaning assigned to such term in Section 8.09(a).

“Junior Priority Collateral” means any “Collateral” (or equivalent term) as defined in any Initial Junior Lien Debt Documents or any other Junior Priority Debt Document or any other assets of any Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Junior Priority Collateral Document as security for any Junior Priority Debt Obligations.

“Junior Priority Collateral Documents” means the “[Collateral Documents]” as defined in the Initial Junior Lien Debt Agreement and each of the security agreements and other instruments and documents executed and delivered by any Borrower or any other Grantor for purposes of providing collateral security for any Junior Priority Debt Obligation.

“Junior Priority Debt Documents” means (a) the Initial Junior Lien Debt Documents and (b) any Additional Junior Priority Debt Documents.

“Junior Priority Debt Facilities” means the Initial Junior Lien Debt Agreement and any Additional Junior Priority Debt Facilities.

“Junior Priority Debt Obligations” means the Initial Junior Lien Debt Obligations and any Additional Junior Priority Debt Obligations.

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“Junior Priority Enforcement Date” means, with respect to any Junior Priority Representative, the date which is 180 days (through which 180-day period such Junior Priority Representative was the Designated Junior Priority Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Junior Priority Debt Document for which such Junior Priority Representative has been named as Representative) and (ii) the Designated Senior Representative’s and each other Representative’s receipt of written notice from such Junior Priority Representative that (x) such Junior Priority Representative is the Designated Junior Priority Representative and that an Event of Default (under and as defined in the Junior Priority Debt Document for which such Junior Priority Representative has been named as Representative) has occurred and is continuing and (y) the Junior Priority Debt Obligations of the series, issue or class with respect to which such Junior Priority Representative is the Junior Priority Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Junior Priority Debt Document; provided that the Junior Priority Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time a Senior Priority Representative has commenced and is diligently pursuing any enforcement action with respect to a material portion of any Shared Collateral or (2) at any time any Grantor which has granted a security interest in any Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Junior Priority Lien” means the Liens on the Junior Priority Collateral in favor of Junior Priority Secured Parties under the Junior Priority Collateral Documents.

“Junior Priority Representative” means (i) in the case of any Initial Junior Lien Debt Obligations or the Initial Junior Priority Debt Secured Parties, the Initial Junior Lien Representative and (ii) in the case of any Additional Junior Priority Debt Facility and the Additional Junior Priority Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Junior Priority Debt Facility that is named as the Representative in respect of such Additional Junior Priority Debt Facility in the applicable Joinder Agreement.

“Junior Priority Secured Parties” means the Initial Junior Priority Debt Secured Parties and any Additional Junior Priority Secured Parties.

“Officer’s Certificate” has the meaning assigned to such term in Section 8.08.

“Patents” means, with respect to any Grantor, all of such Grantor’s right, title, and interest in and to: (a) any and all patents, patent applications, utility models and statutory invention registrations; (b) all inventions or designs claimed or disclosed therein and all improvements thereto; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

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“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Pledged or Controlled Collateral” has the meaning assigned to such term in Section 5.05(a).

“Proceeds” means the proceeds of any sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect of Shared Collateral in an Insolvency or Liquidation Proceeding and any amounts received by any Senior Priority Representative or any Senior Priority Secured Party from a Junior Priority Secured Party in respect of Shared Collateral pursuant to this Agreement and shall include all “proceeds,” as such term is defined in the UCC.

“Recovery” has the meaning assigned to such term in Section 6.04.

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, loan agreement, note purchase agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Representatives” means the Senior Priority Representatives and the Junior Priority Representatives.

“SEC” means the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Intercreditor Agreement” means a customary intercreditor agreement in form and substance reasonably acceptable to the Junior Priority Representative with respect to each Junior Priority Debt Facility in existence at the time such intercreditor agreement is entered into and the Borrowers, and which provides that the Liens on the applicable Collateral securing all Indebtedness covered thereby shall be of equal priority (but without regard to the control of remedies).

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“Secured Obligations” means the Senior Obligations and the Junior Priority Debt Obligations.

“Secured Parties” means the Senior Priority Secured Parties and the Junior Priority Secured Parties.

“Senior Lien” means the Liens on the Senior Priority Collateral in favor of the Senior Priority Secured Parties under the Senior Priority Collateral Documents.

“Senior Obligations” means the Credit Agreement Obligations and any Additional Senior Priority Debt Obligations.

“Senior Priority Class Debt” has the meaning assigned to such term in Section 8.09(a).

“Senior Priority Class Debt Parties” has the meaning assigned to such term in Section 8.09(a).

“Senior Priority Class Debt Representative” has the meaning assigned to such term in Section 8.09(a).

“Senior Priority Collateral” means any “Collateral” (or equivalent term) as defined in any Credit Agreement Credit Document or any other Senior Priority Debt Document or any other assets of any Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Senior Priority Collateral Document as security for any Senior Obligations.

“Senior Priority Collateral Documents” means the “Collateral Documents” as defined in the Credit Agreement and each of the security agreements and other instruments and documents executed and delivered by any Borrower or any other Grantor for purposes of providing collateral security for any Senior Obligation.

“Senior Priority Debt Documents” means (a) the Credit Agreement Credit Documents and (b) any Additional Senior Priority Debt Documents.

“Senior Priority Debt Facilities” means the Credit Agreement and any Additional Senior Priority Debt Facilities.

“Senior Priority Representative” means (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties, the Credit Agreement Collateral Agent and (ii) in the case of any Additional Senior Priority Debt Facility and the Additional Senior Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior Priority Debt Facility in the applicable Joinder Agreement.

“Senior Priority Secured Parties” means the Credit Agreement Secured Parties and any Additional Senior Secured Parties.

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“Shared Collateral” means, at any time, Collateral in which the holders of Senior Obligations under at least one Senior Priority Debt Facility (or their Representatives) and the holders of Junior Priority Debt Obligations under at least one Junior Priority Debt Facility (or their Representatives) hold a security interest at such time (or, in the case of the Senior Priority Debt Facilities, are deemed pursuant to Article 2 to hold a security interest). If, at any time, any portion of the Senior Priority Collateral under one or more Senior Priority Debt Facilities does not constitute Junior Priority Collateral under one or more Junior Priority Debt Facilities, then such portion of such Senior Priority Collateral shall constitute Shared Collateral only with respect to the Junior Priority Debt Facilities for which it constitutes Junior Priority Collateral and shall not constitute Shared Collateral for any Junior Priority Debt Facility which does not have a security interest in such Collateral at such time.

“Trademarks” means, with respect to any Grantor, all of such Grantor’s right, title, and interest in and to the following: (a) all trademarks, trademark applications, service marks, service mark applications, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; and (e) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.

“Uniform Commercial Code” or “UCC” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York.

SECTION 1.02. Terms Generally. The rules of interpretation set forth in Sections 1.03, 1.04, 1.05, 1.06 and 1.09 of the Credit Agreement are incorporated herein mutatis mutandis.

ARTICLE 2

PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

SECTION 2.01. Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Junior Priority Representative or any Junior Priority Secured Parties on the Shared Collateral or of any Liens granted to any Senior Priority Representative or any other Senior Priority Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable Law, any Junior Priority Debt Document or any Senior Priority Debt Document or any other circumstance whatsoever, each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Priority Representative or any other Senior Priority Secured Party or other agent or

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trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing or purporting to secure any Junior Priority Debt Obligations and (b) any Lien on the Shared Collateral securing or purporting to secure any Junior Priority Debt Obligations now or hereafter held by or on behalf of any Junior Priority Representative, any Junior Priority Secured Parties or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Junior Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of any Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

SECTION 2.02. Nature of Senior Lender Claims. Each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, acknowledges that (a) a portion of the Senior Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Obligations may be increased, in each case, without notice to or consent by the Junior Priority Representatives or the Junior Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Obligations or the Junior Priority Debt Obligations, or any portion thereof. As between the Borrowers and the other Grantors and the Junior Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of any Borrower or any other Grantor contained in any Junior Priority Debt Document with respect to the incurrence of additional Senior Obligations.

SECTION 2.03. Prohibition on Contesting Liens. (a) Each of the Junior Priority Representatives, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Senior Obligations held (or purported to be held) by or on behalf of any Senior Priority Representative or any of the other Senior Priority Secured Parties or any other agent or trustee therefor in any Senior Priority Collateral or the allowability of any claims asserted with respect to any Senior Obligations in any proceeding (including any Insolvency or Liquidation Proceeding) and (b) each Senior Priority Representative, for itself and on behalf of each Senior Priority Secured Party under its Senior Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior Priority Debt Obligations held (or purported to be held) by or on behalf of any Junior Priority Representative or any of the Junior Priority Secured Parties in the Junior Priority Collateral or the allowability of any claims asserted with respect to any Junior

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Priority Debt Obligations in any proceeding (including any Insolvency or Liquidation Proceeding). Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of any Senior Priority Representative to enforce this Agreement (including the priority of the Liens securing the Senior Obligations as provided in Section 2.01) or any of the Senior Priority Debt Documents.

SECTION 2.04. No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless it has also granted, or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Junior Priority Representative or any Junior Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or Junior Priority Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations (subject to the relative Lien priorities set forth herein); provided that this provision will not be violated with respect to any particular series of Additional Senior Priority Debt Obligations if the applicable trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior Priority Debt Facility in the applicable Joinder Agreement is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrowers or such trustee or agent states in writing that the Senior Priority Debt Documents in respect thereof prohibit such trustee or agent from accepting a Lien on such asset or property or such trustee or agent otherwise expressly declines to accept a Lien on such asset or property. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Priority Representative or any other Senior Priority Secured Party, each Junior Priority Representative agrees, for itself and on behalf of the other Junior Priority Secured Parties for which it has been named the Representative, that any amounts received by or distributed to any Junior Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

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SECTION 2.05. Perfection of Liens. Except for the limited agreements of the Senior Priority Representatives pursuant to Section 5.05 hereof, none of the Senior Priority Representatives or the Senior Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Junior Priority Representatives or the Junior Priority Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Priority Secured Parties and the Junior Priority Secured Parties and shall not impose on the Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives, the Junior Priority Secured Parties or any agent or trustee therefor any obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or Governmental Authority or any applicable Law.

SECTION 2.06. Certain Cash Collateral and Foreign Collateral. Notwithstanding anything in this Agreement or any other Senior Priority Debt Documents or Junior Priority Debt Documents to the contrary, (i) collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Credit Agreement Collateral Agent pursuant to Section 2.05, 2.10(b), 2.18, 2.22 or Article VII of the Credit Agreement (or any equivalent successor provision) shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral and (ii) it is understood and agreed that various Non-U.S. Subsidiaries of the Company have granted security interests in certain of their property securing the Credit Agreement Obligations, and that as of the date of this Agreement, no such security interests have been provided by any Non-U.S. Subsidiary to secure any other Secured Obligations (other than the Credit Agreement Obligations) and nothing in this Agreement shall grant or imply the grant of any Liens or other security interest in such assets in favor of any Secured Parties (other than the Credit Agreement Secured Parties) to secure any Secured Obligations (other than the Credit Agreement Obligations).

ARTICLE 3

ENFORCEMENT

SECTION 3.01. Exercise of Remedies.

(a) So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, (i) neither any Junior Priority Representative nor any Junior Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Shared Collateral in respect of any Junior Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or other action brought with respect to the Shared Collateral or any other Senior Priority Collateral by any Senior Priority Representative or any Senior Priority Secured Party in respect of the Senior Obligations, the exercise of any right by any Senior Priority Representative or any Senior Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Senior Priority Representative or any Senior Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Shared Collateral under the Senior Priority Debt Documents or

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otherwise in respect of the Senior Priority Collateral or the Senior Obligations, or (z) object to the forbearance by the Senior Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Obligations and (ii) except as otherwise provided herein, the Senior Priority Representatives and the Senior Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff, recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral or any other Senior Priority Collateral without any consultation with or the consent of any Junior Priority Representative or any Junior Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, any Junior Priority Representative may file a claim, proof of claim, or statement of interest with respect to the Junior Priority Debt Obligations under its Junior Priority Debt Facility in a manner that is consistent with the terms and conditions of this Agreement, (B) any Junior Priority Representative may take any action (not adverse to the prior Liens on the Shared Collateral securing the Senior Obligations or the rights of the Senior Priority Representatives or the Senior Priority Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Junior Priority Representative and the Junior Priority Secured Parties may exercise their rights and remedies as unsecured creditors, to the extent provided and subject to the restrictions contained in Section 5.04, (D) any Junior Priority Representative may exercise the rights and remedies provided for in Section 6.03 and the Junior Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance that is not permitted by this Agreement of the claims or Liens of the Junior Priority Secured Parties or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement, (E) any Junior Priority Secured Party may (subject to the provisions of Section 6.10(b)) vote on any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding that conforms to the terms and conditions of this Agreement, and (F) from and after the Junior Priority Enforcement Date, the Designated Junior Priority Representative (or such other Person, if any, as is so authorized under the Second Lien Intercreditor Agreement) may exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Shared Collateral in respect of any Junior Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) a Senior Priority Representative has not commenced and is not diligently pursuing any enforcement action with respect to a material portion of Shared Collateral or (2) any Grantor which has granted a security interest in any Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Priority Collateral, the Senior Priority Representatives and the Senior Priority Secured Parties may enforce the provisions of the Senior Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code or any other applicable Law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

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(b) So long as the Discharge of Senior Obligations has not occurred, except as expressly provided in the proviso to clause (ii) of Section 3.01(a) but subject to Section 4.01, each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that it will not take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Shared Collateral in respect of Junior Priority Debt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Junior Priority Representatives and the Junior Priority Secured Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Junior Priority Debt Obligations pursuant to the Junior Priority Debt Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred.

(c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that neither such Junior Priority Representative nor any such Junior Priority Secured Party will take any action that would hinder or delay any exercise of remedies undertaken by any Senior Priority Representative or any Senior Priority Secured Party with respect to the Shared Collateral under the Senior Priority Debt Documents, including any Disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby waives any and all rights it or any such Junior Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Priority Representatives or the Senior Priority Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Senior Priority Collateral, regardless of whether any action or failure to act by or on behalf of any Senior Priority Representative or any other Senior Priority Secured Party is adverse to the interests of the Junior Priority Secured Parties.

(d) Each Junior Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Senior Priority Representatives or the Senior Priority Secured Parties with respect to the Senior Priority Collateral as set forth in this Agreement and the Senior Priority Debt Documents.

(e) Until the Discharge of Senior Obligations, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Junior Priority Representative (or any Person authorized by it) shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the

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Designated Junior Priority Representative shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Junior Priority Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior Priority Representatives, or for the taking of any other action authorized by the Junior Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Junior Priority Representative or other agent or trustee acting on behalf of the Junior Priority Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Junior Priority Secured Parties or the Junior Priority Debt Obligations.

SECTION 3.02. Cooperation. Subject to the proviso in clause (ii) of Section 3.01(a), each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that, unless and until the Discharge of Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Priority Secured Parties and the Senior Priority Representatives upon the request of the Designated Senior Representative) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under any of the Junior Priority Debt Documents or otherwise in respect of the Junior Priority Debt Obligations.

SECTION 3.03. Actions Upon Breach. Should any Junior Priority Representative or any Junior Priority Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any Senior Priority Representative or other Senior Priority Secured Party (in its or their own name or in the name of any Borrower or any other Grantor) or the Borrowers may obtain relief against such Junior Priority Representative or such Junior Priority Secured Party by injunction, specific performance or other appropriate equitable relief. Each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby (i) agrees that the Senior Priority Secured Parties’ damages from the actions of the Junior Priority Representatives or any Junior Priority Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that any Borrower, any other Grantor or the Senior Priority Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any Senior Priority Representative or any other Senior Priority Secured Party.

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ARTICLE 4

PAYMENTS

SECTION 4.01. Application of Proceeds. So long as the Discharge of Senior Obligations has not occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Representative to the Senior Obligations in such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the Equal Priority Intercreditor Agreement, until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior Priority Representative shall deliver promptly to the Designated Junior Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Junior Priority Representative to the Junior Priority Debt Obligations in such order as specified in the relevant Junior Priority Debt Documents and, if applicable, the Second Lien Intercreditor Agreement.

SECTION 4.02. Payments Over. So long as the Discharge of Senior Obligations has not occurred, any Shared Collateral or Proceeds thereof received by any Junior Priority Representative or any Junior Priority Secured Party in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Shared Collateral, (except as otherwise set forth in Article 6) in any Insolvency or Liquidation Proceeding or otherwise in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative for the benefit of the Senior Priority Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative is hereby authorized to make any such endorsements as agent for each of the Junior Priority Representatives or any such Junior Priority Secured Party. This authorization is coupled with an interest and is irrevocable.

ARTICLE 5

OTHER AGREEMENTS

SECTION 5.01. Releases.

(a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that, in the event of a Disposition of any specified item of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary of the Company) (i) in connection with the exercise of remedies in respect of Collateral by a Senior Priority Representative or (ii) if not in connection with the exercise of remedies in respect of Collateral by the Designated Senior Representative, so long as such Disposition is permitted by the terms of the Junior Priority Debt Documents and the Senior Priority Debt Documents and, in the case of this clause (ii) other than in connection with the Discharge of Senior Obligations, the Liens granted to the Junior Priority Representatives and the Junior Priority Secured Parties upon such Shared Collateral (but not on the Proceeds thereof that were not applied to the payment of Senior Obligations) to secure Junior Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Secured Parties and the Junior Priority Representatives) and any necessary or proper instruments of termination or release prepared by any Borrower or any other Grantor, such Junior Priority

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Representative will promptly execute, deliver or acknowledge, at the Borrowers’ sole cost and expense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and on behalf of the Junior Priority Secured Parties under its Junior Priority Debt Facility, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents.

(b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Priority Representative or such Junior Priority Secured Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release.

(c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Priority Debt Document of Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Priority Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Junior Priority Representatives or the Junior Priority Secured Parties to receive Proceeds in connection with the Junior Priority Debt Obligations not otherwise in contravention of this Agreement.

(d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) make payment in respect of any item of Shared Collateral, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodities intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable Law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of, or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Junior Priority Representative or Junior Priority Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

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SECTION 5.02. Insurance and Condemnation Awards. Unless and until the Discharge of Senior Obligations has occurred, subject in each case to the rights of the Grantors under, and any limitations under, the Senior Priority Debt Documents, the Designated Senior Representative and the Senior Priority Secured Parties shall have the sole and exclusive right (a) to adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and (b) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. Unless and until the Discharge of Senior Obligations has occurred, and subject to the rights of the Grantors under, and any limitations under, the Senior Priority Debt Documents and the Junior Priority Debt Documents, all proceeds of any such policy and any such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Senior Obligations, to the Designated Senior Representative for the benefit of Senior Priority Secured Parties pursuant to the terms of the Senior Priority Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Obligations, to the Designated Junior Priority Representative for the benefit of the Junior Priority Secured Parties pursuant to the terms of the applicable Junior Priority Debt Documents and (iii) third, if no Junior Priority Debt Obligations or Senior Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Junior Priority Representative or any Junior Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated Senior Representative (or after the Discharge of Senior Obligations, the Designated Junior Priority Representative) to receive such amounts in accordance with the terms of Section 4.02.

SECTION 5.03. Certain Amendments.

(a) No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Junior Priority Collateral Document, would be prohibited by or conflict with any of the terms of this Agreement. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Junior Priority Collateral Documents and (ii) any new Junior Priority Collateral Documents promptly after effectiveness thereof. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative):

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“Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Junior Priority Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of March 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), the lenders from time to time party thereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as revolving administrative agent and collateral agent, BANK OF AMERICA, N.A., as term administrative agent, and the other parties party thereto from time to time, and (ii) the exercise of any right or remedy by the Junior Priority Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Representative and the Borrowers. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement (except with respect to [identify section(s) of Agreement that grant the security interest and describe the obligations secured by security interest] and the definitions of defined terms used therein), the terms of the Junior Lien Intercreditor Agreement shall govern.”

(b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, any Borrower or any other Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Secured Party and without any action by any Junior Priority Representative, any Borrower or any other Grantor; provided, however, that (x) no such amendment, waiver or consent shall (i) remove assets subject to the Lien of any Junior Priority Collateral Document, except as provided for in Section 5.01(a), or (ii) impose duties that are adverse on any Junior Priority Representative without its prior written consent and (y) written notice of such amendment, waiver or consent shall have been given by the Borrowers to each Junior Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent (although the failure to give any such notice shall in no way affect the effectiveness of such amendment, waiver or consent).

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(c) Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with its terms, and the indebtedness under any Senior Priority Debt Document may be Refinanced, in each case, without the consent of any Junior Priority Representative or Junior Priority Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Junior Priority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement.

(d) Each of the Junior Priority Debt Facilities may be amended, restated, waived, supplemented or otherwise modified in accordance with its terms, and the indebtedness under the Junior Priority Debt Facilities may be Refinanced without the consent of any Senior Priority Representative or Senior Priority Secured Party; provided, however, that, without the consent of (x) until the Discharge of Credit Agreement Obligations, the Credit Agreement Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the Credit Agreement) and (y) each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), no such amendment, restatement, supplement or modification shall (1) contravene any provision of this Agreement, or (2) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans and aggregate principal amount of revolving commitments, in each case, under the Senior Priority Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing.

SECTION 5.04. Rights As Unsecured Creditors. The Junior Priority Representatives and the Junior Priority Secured Parties may exercise rights and remedies as unsecured creditors against any Borrower and any other Grantor in accordance with the terms of the Junior Priority Debt Documents and applicable Law so long as such rights and remedies do not violate, or are not otherwise inconsistent with, any other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Junior Priority Representative or any Junior Priority Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Junior Priority Representative or any Junior Priority Secured Party of rights or remedies in respect of Shared Collateral. In the event any Junior Priority Representative or any Junior Priority Secured Party becomes a judgment Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Junior Priority Debt Obligations, such judgment Lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

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SECTION 5.05. Gratuitous Bailee for Perfection.

(a) Each Senior Priority Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or with respect to any Shared Collateral subject to any other arrangement set forth in Section 5.01(d), the applicable Senior Priority Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent and gratuitous bailee on behalf of and for the benefit of the relevant Junior Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Junior Priority Collateral Documents and subject to the terms and conditions of this Section 5.05.

(b) In the event that any Senior Priority Representative (or its agents or bailees), or after the Discharge of Senior Obligations, any Junior Priority Representative, has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Priority Representative, or after the Discharge of Senior Obligations, such Junior Priority Representative, agrees to hold such Liens as sub-agent and gratuitous bailee on behalf of and for the benefit of the relevant Junior Priority Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Junior Priority Collateral Documents, subject to the terms and conditions of this Section 5.05.

(c) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Priority Representatives and the Senior Priority Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Priority Debt Documents as if the Liens under the Junior Priority Collateral Documents did not exist. The rights of the Junior Priority Representatives and the Junior Priority Secured Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement.

(d) The Senior Priority Representatives and the Senior Priority Secured Parties shall have no obligation whatsoever to the Junior Priority Representatives or any Junior Priority Secured Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of the Senior Priority Representatives (and after the Discharge of Senior Obligations, the Junior Priority Representatives) under this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the relevant Junior Priority Representative for purposes of perfecting the Lien held by such Junior Priority Representative.

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(e) The Senior Priority Representatives shall not have by reason of the Junior Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Junior Priority Representative or any Junior Priority Secured Party, and each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby waives and releases the Senior Priority Representatives from all claims and liabilities arising pursuant to the Senior Priority Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral.

(f) Upon the Discharge of Senior Obligations, each applicable Senior Priority Representative shall, at the Borrowers’ sole cost and expense, (i) (A) deliver to the Designated Junior Priority Representative, to the extent that it is legally permitted to do so and as the Grantors or Designated Junior Priority Representative may direct, all Shared Collateral, including all Proceeds thereof, held or controlled by such Senior Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign to the Designated Junior Priority Representative, to the extent that it is legally permitted to do so and as the Grantors or the Designated Junior Priority Representative may direct, its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (B) if not legally permitted or no direction is given and if prior to discharge of the Junior Priority Debt Obligations, deliver such Shared Collateral and assign its rights in respect thereof as a court of competent jurisdiction may otherwise direct or (C) if the Junior Priority Debt Obligations have been discharged, deliver such Shared Collateral to the Grantors and terminate its rights therein as directed by the Grantors; (ii) notify any applicable insurance carrier that it is no longer entitled to be an additional loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier; and (iii) notify any Governmental Authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Junior Priority Representative is entitled to approve any awards granted in such proceeding. The Borrowers shall take such further action as is required to effectuate the transfer contemplated hereby. The Senior Priority Representatives have no obligations to follow instructions from any Junior Priority Representative or any other Junior Priority Secured Party in contravention of this Agreement. No Senior Priority Representative shall have any liability to any Junior Priority Secured Party.

(g) None of the Senior Priority Representatives nor any of the other Senior Priority Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Borrowers or any Subsidiary to any Senior Priority Representative or any Senior Priority Secured Party under the Senior Priority Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

SECTION 5.06. When Discharge of Senior Obligations Deemed To Not Have Occurred. If, at any time substantially concurrently with or after the Discharge of Senior Obligations has occurred, the Borrowers or any Subsidiary consummates any Refinancing or incurs any Senior Obligations (other than in respect of the payment of indemnities surviving the Discharge of Senior Obligations), then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions

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taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Priority Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Senior Obligations shall be the Senior Priority Representative for all purposes of this Agreement; provided that such Senior Priority Representative shall have become a party to this Agreement pursuant to Section 8.09. Upon receipt of notice of such incurrence (including the identity of the new Senior Priority Representative), each Junior Priority Representative (including the Designated Junior Priority Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Borrowers), including amendments, supplements or modifications to this Agreement, as the Borrowers or such new Senior Priority Representative shall reasonably request in writing in order to provide the new Senior Priority Representative the rights of a Senior Priority Representative contemplated hereby and (b) deliver to such Senior Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all Proceeds thereof, held or controlled by such Junior Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign to such Senior Priority Representative, to the extent that it is legally permitted to do so, its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral.

ARTICLE 6

INSOLVENCY OR LIQUIDATION PROCEEDINGS

SECTION 6.01. Financing and Sale Issues. Until the Discharge of Senior Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that (A) if any Senior Priority Representative shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to any Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision(s) of any other Bankruptcy Law (“DIP Financing”), it will raise no objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement, (y) any reasonable “carve-out” for professional and United States Trustee fees agreed to by the Senior Priority Representatives, and (z) all adequate protection liens granted to the Senior Priority Secured Parties, (B) it will raise no objection to and will not otherwise contest any motion for relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceedings or from any injunction

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against foreclosure or enforcement in respect of Senior Obligations or the Senior Priority Collateral made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to and will not otherwise contest any lawful exercise by any Senior Priority Secured Party of the right to credit bid Senior Obligations at any foreclosure or other sale of Senior Priority Collateral, including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or other applicable law, (D) it will raise no objection to and will not otherwise contest any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral, (E) it will raise no objection to and will not otherwise contest any election made by any Senior Priority Representative or any other Senior Priority Secured Party of the application of Section 1111(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral, and (F) it will raise no objection to and will not otherwise contest or oppose any Disposition (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) of assets of any Grantor for or to which any Senior Priority Representative has consented or not objected that provides, to the extent such Disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement; provided that the Junior Priority Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving any usage of cash or other collateral described in this Section 6.01 or approving any DIP Financing described in this Section 6.01 shall be adequate notice.

SECTION 6.02. Relief from the Automatic Stay. Until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Designated Senior Representative.

SECTION 6.03. Adequate Protection. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that none of them shall object to, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any Senior Priority Secured Parties for adequate protection in any form, (b) any objection by any Senior Priority Representative or any Senior Priority Secured Parties to any motion, relief, action or proceeding based on any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of pre- and/or post-petition interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy

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Law (as adequate protection or otherwise). Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, may seek or request adequate protection in the form of a Lien on such additional or replacement collateral and/or a superpriority claim (as applicable), which Lien and/or superpriority claim (as applicable) is subordinated to the Liens securing, and claims with respect to, all Senior Obligations and such DIP Financing (and all obligations relating thereto) and any other Liens or claims granted to the Senior Priority Secured Parties as adequate protection, on the same basis as the other Liens securing, and claims with respect to, the Junior Priority Debt Obligations are so subordinated to the Liens securing, and claims with respect to, Senior Obligations under this Agreement and (ii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Secured Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral and/or a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Secured Party under their Junior Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the Senior Obligations and any such DIP Financing and/or a superpriority claim (as applicable) and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Junior Priority Debt Obligations and/or superpriority claim (as applicable) shall be subordinated to the Liens on such collateral securing, and claims with respect to, the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens or claims granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing, and claims with respect to, the Junior Priority Debt Obligations are so subordinated to such Liens securing, and claims with respect to, Senior Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Secured Parties.

SECTION 6.04. Preference Issues. If any Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of any Borrower or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be or avoided a fraudulent or preferential in any respect or for any other reason (any such amount, a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment, or

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otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Priority Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of Senior Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference, fraudulent transfer, or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

SECTION 6.05. Separate Grants of Security and Separate Classifications. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Junior Priority Debt Obligations are fundamentally different from the Senior Obligations and must be separately classified in any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that any claims of the Senior Priority Secured Parties and the Junior Priority Secured Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions from the Shared Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, and expenses, and other claims, all amounts owing in respect of post-petition interest, fees, and expenses (whether or not allowed or allowable under Section 506(b) of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law) or otherwise in such Insolvency or Liquidation Proceeding) before any distribution from the Shared Collateral is made in respect of the Junior Priority Debt Obligations, with each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated Senior Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Priority Secured Parties).

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SECTION 6.06. No Waivers of Rights of Senior Priority Secured Parties. Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit any Senior Priority Representative or any other Senior Priority Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Junior Priority Secured Party, including the seeking by any Junior Priority Secured Party of adequate protection or the asserting by any Junior Priority Secured Party of any of its rights and remedies under the Junior Priority Debt Documents or otherwise.

SECTION 6.07. Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and Proceeds thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving any DIP Financing to, or use of cash collateral by, any Grantor. All references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.

SECTION 6.08. Other Matters. To the extent that any Junior Priority Representative or any Junior Priority Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code or any similar provision(s) of any other Bankruptcy Law with respect to any of the Shared Collateral, such Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees not to assert any such rights without the prior written consent of each Senior Priority Representative, provided that if requested by any Senior Priority Representative, such Junior Priority Representative shall timely exercise such rights in the manner requested by the Senior Priority Representatives (acting unanimously), including any rights to payments in respect of such rights.

SECTION 6.09. 506(c) Claims. Until the Discharge of Senior Obligations has occurred, each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

SECTION 6.10. Reorganization Securities; Voting.

(a) If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding, on account of both the Senior Obligations and the Junior Priority Debt Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Junior Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

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(b) No Junior Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement that is inconsistent with, or in violation of, the priorities or other provisions of this Agreement. Without limiting the generality of the foregoing, other than with the prior written consent of the Designated Senior Representative, no Junior Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall vote in favor of any plan unless such plan (i) satisfies the Senior Obligations in full in cash or (ii) is proposed or supported by the number of Senior Priority Secured Parties required under Section 1126(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.

SECTION 6.11. Post-Petition Interest.

(a) Neither any Junior Priority Representative nor any other Junior Priority Secured Party shall oppose or seek to challenge any claim by any Senior Priority Representative or any other Senior Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Senior Obligations consisting of claims for post-petition interest, fees, or expenses under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or otherwise.

(b) No Senior Priority Representative nor any other Senior Priority Secured Party shall oppose or seek to challenge any claim by any Junior Priority Representative or any other Junior Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Junior Priority Debt Obligations consisting of claims for post-petition interest, fees, or expenses under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or otherwise, to the extent of the value of the Lien of the Junior Priority Representatives on behalf of the Junior Priority Secured Parties on the Shared Collateral (after taking into account the Senior Obligations and the Senior Liens).

ARTICLE 7

RELIANCE; ETC.

SECTION 7.01. Reliance. The consent by the Senior Priority Secured Parties to the execution and delivery of the Junior Priority Debt Documents to which the Senior Priority Secured Parties have consented and all loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Priority Secured Parties to any Borrower or any Subsidiary shall be deemed to have been given and made in reliance upon this Agreement. Each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, acknowledges that it and such Junior Priority Secured Parties have, independently and without reliance on any Senior Priority Representative or other Senior Priority Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Junior Priority Debt Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decision in taking or not taking any action under the Junior Priority Debt Documents or this Agreement.

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SECTION 7.02. No Warranties or Liability. Each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Junior Priority Representatives and the Junior Priority Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Junior Priority Representative or Junior Priority Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with any Borrower or any other Subsidiary (including the Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives and the Junior Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

SECTION 7.03. Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives and the Junior Priority Secured Parties hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Senior Priority Debt Document or any Junior Priority Debt Document;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Obligations or Junior Priority Debt Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Credit Agreement or any other Senior Priority Debt Document or of the terms of any Junior Priority Debt Document;

(c) any exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Obligations or Junior Priority Debt Obligations or any guarantee thereof;

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(d) the commencement of any Insolvency or Liquidation Proceeding in respect of any Borrower or any other Grantor; or

(e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, (i) any Borrower or any other Grantor in respect of the Senior Obligations (other than the Discharge of Senior Obligations subject to Sections 5.06 and 6.04 hereof) or (ii) any Junior Priority Representative or Junior Priority Secured Party in respect of this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.01. Conflicts. Subject to Section 8.18, in the event of any conflict between the provisions of this Agreement and the provisions of any Senior Priority Debt Document or any Junior Priority Debt Document, the provisions of this Agreement shall govern (except with respect to the grant of the security interest in the property described in such Senior Priority Debt Document or Junior Priority Debt Document and the obligations stated as being secured). Notwithstanding the foregoing, the relative rights and obligations of the Senior Priority Representatives and the Senior Priority Secured Parties (as amongst themselves) with respect to any Senior Priority Collateral shall be governed by the terms of the Equal Priority Intercreditor Agreement and in the event of any conflict between the Equal Priority Intercreditor Agreement and this Agreement, with respect to such rights and obligations, the provisions of the Equal Priority Intercreditor Agreement shall control.

SECTION 8.02. Continuing Nature of This Agreement; Severability. Subject to Section 5.06 and to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Priority Secured Parties may continue, at any time and without notice to the Junior Priority Representatives or any Junior Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower or any other Subsidiary constituting Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.03. Amendments; Waivers.

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or

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remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b) This Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with the documents governing the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement requires the Borrowers’ consent or which increases the obligations or reduces the rights of, imposes additional duties on, or otherwise adversely affects any Borrower or any other Grantor, shall require the consent of the Borrowers. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the Senior Priority Secured Parties and the Junior Priority Secured Parties and their respective permitted successors and assigns.

(c) Notwithstanding the foregoing, without the consent of any Secured Party, any Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.09 and, upon such execution and delivery, such Representative and the Secured Parties and Senior Obligations or Junior Priority Debt Obligations of the Debt Facility for which such Representative is acting shall be subject to the terms hereof.

SECTION 8.04. Information Concerning Financial Condition of the Borrowers and the Other Subsidiaries. The Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives and the Junior Priority Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Borrowers and the other Subsidiaries and all endorsers or guarantors of the Senior Obligations or the Junior Priority Debt Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Senior Obligations or the Junior Priority Debt Obligations. The Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives and the Junior Priority Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Senior Priority Representative, any Senior Priority Secured Party, any Junior Priority Representative or any Junior Priority Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and the Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives and the Junior Priority Secured Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

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SECTION 8.05. Subrogation. Each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, hereby agrees not to assert any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Obligations has occurred.

SECTION 8.06. Application of Payments. Except as otherwise provided herein, all payments received by the Senior Priority Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Obligations as the Senior Priority Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the Senior Priority Debt Documents. Except as otherwise provided herein, each Junior Priority Representative, on behalf of itself and each Junior Priority Secured Party under its Junior Priority Debt Facility, assents to any such extension or postponement of the time of payment of the Senior Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the Senior Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

SECTION 8.07. [Reserved.]

SECTION 8.08. Dealings with Grantors. Upon any application or demand by any Borrower or any other Grantor to any Representative to take or permit any action under any of the provisions of this Agreement, upon such Representative’s reasonable request, the Company shall furnish to such Representative a certificate of a duly authorized signatory of the Company (an “Officer’s Certificate”) stating that all conditions precedent, if any, provided for in this Agreement, as the case may be, relating to the proposed action have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or demand, no additional certificate or opinion need be furnished.

SECTION 8.09. Additional Debt Facilities.

(a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Junior Priority Debt Documents then in effect, any Borrower or any other Grantor may incur or issue and sell one or more series or classes of Additional Junior Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Junior Priority Debt (the “Junior Priority Class Debt”) may be secured by a junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Junior Priority Collateral Documents for such Junior Priority Class Debt, if and subject to the condition that the Representative of any such Junior Priority Class Debt (each, a “Junior Priority Class Debt Representative”), acting on behalf of the holders of such Junior Priority Class Debt (such Representative and holders in respect of any Junior Priority Class Debt being referred to as the “Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that

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the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

(i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (if such Representative is a Junior Priority Class Debt Representative) or Annex III (if such Representative is a Senior Priority Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Debt Representative, and, to the extent such changes increase the obligations or reduce the rights of a Grantor, by the Borrowers) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby;

(ii) the Company shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Junior Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by an Authorized Officer of the Company on behalf of the relevant Grantor and identifying the obligations to be designated as Additional Senior Priority Debt or Additional Junior Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured (I) in the case of Additional Senior Priority Debt, on a senior basis under each of the Senior Priority Debt Documents and Junior Priority Debt Documents then in effect and (II) in the case of Additional Junior Priority Debt, on a junior basis under each of the Senior Priority Debt Documents and Junior Priority Debt Documents then in effect; and

(iii) the Junior Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt shall provide, or shall be amended on terms and conditions reasonably approved by the Designated Senior Representative and such Class Debt Representative, that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.

(b) With respect to any Class Debt that is issued or incurred after the Closing Date, the Borrowers and each of the other Grantors agree that the Borrowers will take, as applicable, such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative or any Junior Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Collateral Documents (or execute and

-36-

deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes each applicable Senior Priority Representative and each applicable Junior Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

SECTION 8.10. Consent to Jurisdiction; Waivers. Each Representative, on behalf of itself and the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York sitting in New York City in the borough of Manhattan, the courts of the United States District Court of the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and agrees not to commence or support any such action or proceeding in any other jurisdiction;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Representative) at the address referred to in Section 8.11;

(d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any other manner permitted by Law; and

(e) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.10 any special, exemplary, punitive or consequential damages.

SECTION 8.11. Notices. All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing and shall be sent:

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(i) if to a Borrower or any other Grantor, to the Company, at its address at:

TOTAL PRODUCE USA HOLDINGS INC.

[ ]

Phone: [ ]

Attn: [ ]

Email: [ ]

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

Attn: Kristine Dunn

Fax: (213) 621-5493

Email: kristine.dunn@skadden.com

(ii) if to the Credit Agreement Collateral Agent, to it at:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH

[ ]

Attn: [ ]

Tel: [ ]

Fax: [ ]

Email: [ ]

(iii) if to the Initial Junior Lien Representative, to it at:

[ ]

Attn: [ ]

Tel: [ ]

Fax: [ ]

Email: [ ]

(iv) if to any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.09.

Unless otherwise specifically provided herein, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.11 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.11. Notices and other communications may also be delivered by email to the email address of a representative of the applicable Person provided from time to time by such Person.

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SECTION 8.12. Further Assurances. Each Senior Priority Representative, on behalf of itself and each Senior Priority Secured Party under the Senior Priority Debt Facility for which it is acting, each Junior Priority Representative, on behalf of itself, and each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that it will take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement.

SECTION 8.13. Governing Law; Waiver of Jury Trial.

(A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 8.14. Binding on Successors and Assigns. This Agreement shall be binding upon the Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives, the Junior Priority Secured Parties, the Borrowers and their respective permitted successors and assigns.

SECTION 8.15. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

SECTION 8.16. Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 8.17. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Credit Agreement Collateral Agent represents and warrants that this Agreement is binding upon the Credit Agreement Secured Parties. The Initial Junior Lien Representative represents and warrants that this Agreement is binding upon the Initial Junior Priority Debt Secured Parties.

SECTION 8.18. No Third Party Beneficiaries; Successors and Assigns. The lien priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien priorities shall inure solely to the benefit of the Senior Priority Representatives, the Senior Priority Secured Parties, the Junior Priority Representatives and the Junior Priority Secured Parties, and their respective permitted successors and assigns, and no other Person (including the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights; provided, however, that the Grantors will be entitled to assert such rights with respect to Sections 2.02, 5.01(a), 5.01(d), 5.02, 5.03(b), 5.05(f), 6.07, 8.03(b), 8.08 and 8.09.

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SECTION 8.19. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto.

SECTION 8.20. Administrative Agent and Representative. It is understood and agreed that (a) the Credit Agreement Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to the Administrative Agent (as defined therein) thereunder shall also apply to the Credit Agreement Collateral Agent hereunder, (b) the Initial Junior Lien Representative is entering into this Agreement in its capacity as administrative agent and collateral agent under the Initial Junior Lien Debt Agreement and the provisions of [ ] of the Initial Junior Lien Debt Agreement applicable to the Administrative Agent (as defined therein) thereunder shall also apply to the Initial Junior Lien Representative hereunder and (c) each other Representative party hereto is entering into this Agreement in its capacity as trustee or agent for the secured parties referenced in the applicable Additional Senior Priority Debt Document or Additional Junior Priority Debt Document (as applicable) and the corresponding exculpatory and liability-limiting provisions of such agreement applicable to such Representative thereunder shall also apply to such Representative hereunder.

SECTION 8.21. Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 8.22. Additional Grantors. The Company hereby represents and warranties to the Representatives that Borrowers and the Guarantors party hereto constitute the only Grantors on the Closing Date. The Borrowers hereby covenant and agree to cause each person which becomes a Grantor following the execution of this Agreement to become a party hereto (in the capacity of a Grantor) by duly executing and delivering a counterpart of the supplement hereto substantially in the form of Annex I hereof to each Representative.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Credit Agreement Collateral Agent

By:
		Name:
		Title:

[ ],
as Initial Junior Lien Representative

By:
		Name:
		Title:

TOTAL PRODUCE PLC

By:
		Name:
		Title:

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED

By:
		Name:
		Title:

[SIGNATURE PAGE TO JUNIOR LIEN

INTERCREDITOR AGREEMENT]


TOTAL PRODUCE IRELAND LIMITED



By:


		Name:
		Title:

TOTAL PRODUCE INTERNATIONAL LIMITED



By:
		Name:
		Title:

TOTAL PRODUCE C HOLDINGS LIMITED



By:
		Name:
		Title:

TPH (UK) LIMITED



By:
		Name:
		Title:

NORDIC FRUIT HOLDING AB



By:
		Name:
		Title:

TOTAL PRODUCE USA HOLDINGS INC.



By:
		Name:
		Title:

[SIGNATURE PAGE TO JUNIOR LIEN

INTERCREDITOR AGREEMENT]


TOTAL PRODUCE HOLDINGS B.V.



By:
		Name:
		Title:

TOTAL PRODUCE NORDIC A/S



By:
		Name:
		Title:



By:
		Name:
		Title:

NOVETTA SOLUTIONS, LLC



By:
		Name:
		Title:
[ ]



By:
		Name:
		Title:

[SIGNATURE PAGE TO JUNIOR LIEN

INTERCREDITOR AGREEMENT]

ANNEX I

[FORM OF] SUPPLEMENT NO. [ ] (this “Grantor Supplement”) dated as of [ ], 20[ ] to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] (the “Junior Lien Intercreditor Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland with registrationnumber:427687, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 462700, TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 117680, TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 432227, TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 518204, TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales, NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden, TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation, TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725, TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark with corporate (CVR) number 29778108, the other Grantors from time to time party thereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), [ ], acting in its capacity as administrative agent and collateral agent under the Initial Junior Lien Debt Agreement, and each additional Senior Priority Representative and Junior Priority Representative that from time to time becomes a party thereto pursuant to Section 8.09 of the Junior Lien Intercreditor Agreement.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Lien Intercreditor Agreement.

B. Pursuant to Section 8.22 of the Junior Lien Intercreditor Agreement, each person that becomes a Grantor following the execution of the Junior Lien Intercreditor Agreement is required to become a party to the Junior Lien Intercreditor Agreement. [ ] has become a Grantor following the execution of the Junior Lien Intercreditor Agreement and is referred to herein as the “New Grantor.”

Accordingly, the New Grantor agrees as follows:

SECTION 1. The New Grantor hereby agrees to become party to the Junior Lien Intercreditor Agreement as a Grantor thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms, conditions and provisions of the Junior Lien Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof. All references to any “Grantor” or the “Grantors” under the Junior Lien Intercreditor Agreement shall, from and after the date hereof, be deemed to include the New Grantor.

A-I-1

SECTION 2. The New Grantor hereby agrees, for the enforceable benefit of all existing and future Secured Parties that the undersigned is bound by the terms, conditions and provisions of the Junior Lien Intercreditor Agreement.

SECTION 3. Except as expressly supplemented hereby, the Junior Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 4. THIS GRANTOR SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. All communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Junior Lien Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth below its signature hereto.

[SIGNATURE PAGES FOLLOW]

A-I-2

IN WITNESS WHEREOF, the New Grantor has duly executed this Grantor Supplement to the Junior Lien Intercreditor Agreement as of the day and year first above written.


[NAME OF NEW GRANTOR], as New Grantor,

By:
		Name:
		Title:

Address for notices: [ ]

A-I-3

ANNEX II

[FORM OF] SUPPLEMENT NO. [ ] (this “Representative Supplement”) dated as of [ ], 20[ ] to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] (the “Junior Lien Intercreditor Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland with registration number:427687, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 462700, TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 117680, TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 432227, TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 518204, TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales, NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden, TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation, TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725, TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark with corporate (CVR) number 29778108, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), [ ], as Representative for the Initial Junior Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Junior Lien Representative ”), and each additional Senior Priority Representative and Junior Priority Representative that from time to time becomes a party thereto pursuant to Section 8.09 of the Junior Lien Intercreditor Agreement.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Lien Intercreditor Agreement.

B. As a condition to the ability of any Borrower or any other Grantor to incur Junior Priority Class Debt after the date of the Junior Lien Intercreditor Agreement and to secure such Junior Priority Class Debt with the Junior Priority Lien and to have such Junior Priority Class Debt guaranteed by the Grantors on a subordinated basis, in each case under and pursuant to the Junior Priority Collateral Documents, the Junior Priority Class Debt Representative in respect of such Junior Priority Class Debt is required to become a Representative under, and such Junior Priority Class Debt and the Junior Priority Class Debt Parties in respect thereof are required to become subject to and bound by, the Junior Lien Intercreditor Agreement. Section 8.09 of the Junior Lien Intercreditor Agreement provides that such Junior Priority Class Debt Representative may become a Representative under, and such Junior Priority Class Debt and such Junior Priority Class Debt Parties may become subject to and bound by, the Junior Lien Intercreditor Agreement, pursuant to the execution and delivery by the Junior Priority Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Junior Lien Intercreditor Agreement. The undersigned Junior Priority Class Debt Representative (the “New Representative”) is executing this Representative Supplement in accordance with the requirements of the Senior Priority Debt Documents and the Junior Priority Debt Documents.

A-II-1

Accordingly, the Designated Senior Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 8.09 of the Junior Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Junior Priority Class Debt and Junior Priority Class Debt Parties become subject to and bound by, the Junior Lien Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Junior Priority Class Debt Parties, hereby agrees to all the terms and provisions of the Junior Lien Intercreditor Agreement applicable to it as a Junior Priority Representative and to the Junior Priority Class Debt Parties that it represents as Junior Priority Secured Parties. Each reference to a “Representative” or “Junior Priority Representative” in the Junior Lien Intercreditor Agreement shall be deemed to include the New Representative. The Junior Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the Designated Senior Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee] under [describe debt facility], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Junior Priority Debt Documents relating to such Junior Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Junior Priority Class Debt Parties in respect of such Junior Priority Class Debt will be subject to and bound by the provisions of the Junior Lien Intercreditor Agreement as Junior Priority Secured Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

SECTION 4. Except as expressly supplemented hereby, the Junior Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

A-II-2

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Junior Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Junior Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

[SIGNATURE PAGES FOLLOW]

A-II-3

IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly executed this Representative Supplement to the Junior Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE],

as [ ] for the holders of [ ],



By:
		Name:
		Title:


Address for notices:

attention of:
Telecopy:

[ ], as Designated Senior Representative,



By:
		Name:
		Title:

A-II-4


Acknowledged by:

[ ]



By:
		Name:
		Title:

[ ]



By:
		Name:
		Title:

TOTAL PRODUCE PLC, as a Borrower



By:


		Name:
		Title:

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, as a Borrower



By:
		Name:
		Title:

TOTAL PRODUCE IRELAND LIMITED, as a Borrower



By:
		Name:
		Title:

A-II-5

TOTAL PRODUCE INTERNATIONAL LIMITED,

as a Borrower



By:
		Name:
		Title:

TOTAL PRODUCE C HOLDINGS LIMITED, as a Borrower



By:
		Name:
		Title:

TPH (UK) LIMITED, as a Borrower



By:
		Name:
		Title:

NORDIC FRUIT HOLDING AB, as a Borrower



By:
		Name:
		Title:

TOTAL PRODUCE USA HOLDINGS INC., as a Borrower



By:
		Name:
		Title:

TOTAL PRODUCE HOLDINGS B.V., as a Borrower



By:
		Name:
		Title:

A-II-6

TOTAL PRODUCE NORDIC A/S,

as a Borrower



By:
		Name:
		Title:

A-II-7

ANNEX III

[FORM OF] SUPPLEMENT NO. [ ] (this “Representative Supplement”) dated as of [ ], 20[ ] to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] (the “Junior Lien Intercreditor Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland with registrationnumber:427687, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 462700, TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 117680, TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 432227, TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland with registration number: 518204, TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales, NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden, TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation, TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725, TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark with corporate (CVR) number 29778108, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), [ ], as Representative for the Initial Junior Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Junior Lien Representative ”), and each additional Senior Priority Representative and Junior Priority Representative that from time to time becomes a party thereto pursuant to Section 8.09 of the Junior Lien Intercreditor Agreement.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Lien Intercreditor Agreement.

B. As a condition to the ability of a Borrower or any other Grantor to incur Senior Priority Class Debt after the date of the Junior Lien Intercreditor Agreement and to secure such Senior Priority Class Debt with the Senior Lien and to have such Senior Priority Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Senior Priority Collateral Documents, the Senior Priority Class Debt Representative in respect of such Senior Priority Class Debt is required to become a Representative under, and such Senior Priority Class Debt and the Senior Priority Class Debt Parties in respect thereof are required to become subject to and bound by, the Junior Lien Intercreditor Agreement. Section 8.09 of the Junior Lien Intercreditor Agreement provides that such Senior Priority Class Debt Representative may become a Representative under, and such Senior Priority Class Debt and such Senior Priority Class Debt Parties may become subject to and bound by, the Junior Lien Intercreditor Agreement, pursuant to the execution and delivery by the Senior Priority Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Junior Lien Intercreditor Agreement. The undersigned Senior Priority Class Debt Representative (the “New Representative”) is executing this Representative Supplement in accordance with the requirements of the Senior Priority Debt Documents and the Junior Priority Debt Documents.

A-III-1

Accordingly, the Designated Senior Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 8.09 of the Junior Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Senior Priority Class Debt and Senior Priority Class Debt Parties become subject to and bound by, the Junior Lien Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Senior Priority Class Debt Parties, hereby agrees to all the terms and provisions of the Junior Lien Intercreditor Agreement applicable to it as a Senior Priority Representative and to the Senior Priority Class Debt Parties that it represents as Senior Priority Secured Parties. Each reference to a “Representative” or “Senior Priority Representative” in the Junior Lien Intercreditor Agreement shall be deemed to include the New Representative. The Junior Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the Designated Senior Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee] under [describe debt facility], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Senior Priority Debt Documents relating to such Senior Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Senior Priority Class Debt Parties in respect of such Senior Priority Class Debt will be subject to and bound by the provisions of the Junior Lien Intercreditor Agreement as Senior Priority Secured Parties.

SECTION 4. Except as expressly supplemented hereby, the Junior Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

AIII-2

[SIGNATURE PAGES FOLLOW]

AIII-3


[NAME OF NEW REPRESENTATIVE], as [ ] for the holders of [ ],

By:
		Name:
		Title:


Address for notices:


attention of:

Telecopy:



[ ], as Designated Senior Representative,

By:
		Name:
		Title:

AIII-4


Acknowledged by:

[ ]

By:
		Name:
		Title:

[ ]

By:
		Name:
		Title:

TOTAL PRODUCE PLC, as a Borrower

By:
		Name:
		Title:

TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, as a Borrower

By:
		Name:
		Title:

TOTAL PRODUCE IRELAND LIMITED, as a Borrower

By:
		Name:
		Title:

TOTAL PRODUCE INTERNATIONAL LIMITED, as a Borrower

By:
		Name:
		Title:

AIII-5


TOTAL PRODUCE C HOLDINGS LIMITED, as a Borrower

By:
		Name:
		Title:

TPH (UK) LIMITED, as a Borrower

By:
		Name:
		Title:

NORDIC FRUIT HOLDING AB, as a Borrower

By:
		Name:
		Title:

TOTAL PRODUCE USA HOLDINGS INC., as a Borrower

By:
		Name:
		Title:

TOTAL PRODUCE HOLDINGS B.V., as a Borrower

By:
		Name:
		Title:

TOTAL PRODUCE NORDIC A/S, as a Borrower

By:
		Name:
		Title:

AIII-6


NOVETTA SOLUTIONS, LLC, as a Borrower

By:
		Name:
		Title:

AIII-7

EXHIBIT I

FORM FIRST LIEN INTERCREDITOR AGREEMENT

[SEE ATTACHED]

I-1

FORM OF

FIRST LIEN INTERCREDITOR AGREEMENT

dated as of

[ ], 20[ ]

among

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Administrative Agent,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Authorized Representative under the Credit Agreement,

[ ],

as the Initial Other Authorized Representative,

[ ],

as the Initial Other Collateral Agent,

and

each additional Authorized Representative from time to time party hereto

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS			5
SECTION 1.01	Construction; Certain Defined Terms		5
ARTICLE II. PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL			13
SECTION 2.01	Priority of Claims		13
SECTION 2.02	Actions with Respect to Shared Collateral; Prohibition on Contesting Liens		15
SECTION 2.03	No Interference; Payment Over; Exculpatory Provisions		16
SECTION 2.04	Automatic Release of Liens		17
SECTION 2.05	Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings		18
SECTION 2.06	Reinstatement		19
SECTION 2.07	Insurance		19
SECTION 2.08	Refinancings		19
SECTION 2.09	Possessory Collateral Agent as Gratuitous Bailee for Perfection		19
SECTION 2.10	Amendments to First Lien Security Documents		20
ARTICLE III. EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS			21
ARTICLE IV. THE APPLICABLE COLLATERAL AGENT			21
SECTION 4.01	Authority		21
SECTION 4.02	Rights as a First Lien Secured Party		22
SECTION 4.03	Exculpatory Provisions		22
ARTICLE V. MISCELLANEOUS			24
SECTION 5.01	Notices		24
SECTION 5.02	Waivers; Amendment; Joinder Agreements		24
SECTION 5.03	Parties in Interest		25
SECTION 5.04	Survival of Agreement		25
SECTION 5.05	Counterparts		25
SECTION 5.06	Severability		26
SECTION 5.07	Governing Law		26
SECTION 5.08	Submission to Jurisdiction; Waivers		26
SECTION 5.09	WAIVER OF JURY TRIAL		26
SECTION 5.10	Headings		27
SECTION 5.11	Conflicts		27
SECTION 5.12	Provisions Solely to Define Relative Rights		27

I-2

I-3

FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”) dated as of [ ], 20[ ], among COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (“Rabobank”), as collateral agent for the Credit Agreement Secured Parties (as defined below) and as Authorized Representative for the Credit Agreement Secured Parties (in such capacities and together with its successors in such capacities, the “Administrative Agent”), [ ], as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), [ ], as collateral agent for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Collateral Agent”) and each additional Authorized Representative and Collateral Agent from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

Reference is made to (i) the Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among TOTAL PRODUCE PLC (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S, (collectively, the “Borrowers”), certain other parties party thereto from time to time, the Lenders party thereto from time to time, Rabobank, as Revolving Administrative Agent and as Collateral Agent, and BANK OF AMERICA, N.A., as Term Administrative Agent, and (ii) the Security Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Security Agreement”), among the Collateral Agent, the Borrowers party thereto from time to time and the other parties from time to time party thereto.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Other Authorized Representative (for itself and on behalf of the Initial Other First Lien Secured Parties), the Initial Other Collateral Agent and each additional Authorized Representative and Collateral Agent (for itself and on behalf of the Other First Lien Secured Parties of the applicable Series) agree as follows:

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ARTICLE I.

DEFINITIONS

SECTION 1.01 Construction; Certain Defined Terms.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

(b) Without limiting the provisions of Section 2.03, it is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series of First Lien Obligations (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.

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(c) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Additional Senior Class Debt Collateral Agent” shall have the meaning assigned to such term in Section 5.14.

“Additional Senior Class Debt” shall have the meaning assigned to such term in Section 5.14.

“Additional Senior Class Debt Parties” shall have the meaning assigned to such term in Section 5.14.

“Additional Senior Class Debt Representative” shall have the meaning assigned to such term in Section 5.14.

“Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Applicable Authorized Representative” shall mean (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative; provided, in each case, that if there shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Authorized Representative shall be the Authorized Representative that is the Major Non-Controlling Authorized Representative in respect of the most recent Non-Controlling Authorized Representative Enforcement Date.

“Applicable Collateral Agent” shall mean (i) until the earlier of (x) Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Collateral Agent for the Series of First Lien Obligations represented by the Major Non-Controlling Authorized Representative; provided, in each case, that if there shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Collateral Agent shall be the Collateral Agent for the Series of First Lien Obligations represented by the Major Non-Controlling Authorized Representative in respect of the most recent Non-Controlling Authorized Representative Enforcement Date.

“Authorized Representative” shall mean, at any time, (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case of the Initial Other First Lien Obligations or the Initial Other First Lien Secured Parties, the Initial Other Authorized Representative, and (iii) in the case of any other Series of Other First Lien Obligations or Other First Lien Secured Parties that become subject to this Agreement after the date hereof, the Authorized Representative named for such Series in the applicable Joinder Agreement.

I-6

“Bankruptcy Case” shall have the meaning assigned to such term in Section 2.05(b).

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended.

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

“Collateral” shall mean all assets and properties subject to Liens granted (or purported to be granted) by any Grantor pursuant to any First Lien Security Document to secure one or more Series of First Lien Obligations.

“Collateral Agent” shall mean (i) in the case of any Credit Agreement Obligations, the Administrative Agent, (ii) in the case of the Initial Other First Lien Obligations, the Initial Other Collateral Agent, and (iii) in the case of any other Series of Other First Lien Obligations that become subject to this Agreement after the date hereof, the Additional Senior Class Debt Collateral Agent named for such Series in the applicable Joinder Agreement.

“Company” means (x) prior to the IPO Closing Date, Total Produce, and (y) from and after the IPO Closing Date, Newco.

“Controlling Secured Parties” shall mean (i) at any time when the Administrative Agent is the Applicable Collateral Agent, the Credit Agreement Secured Parties and (ii) at any other time, the Series of First Lien Secured Parties whose Authorized Representative is the Applicable Authorized Representative.

“Credit Agreement” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“Credit Agreement Collateral Documents” shall mean the Security Agreement, the other Collateral Documents (as defined in the Credit Agreement) (other than any Non-U.S. Security Document (as defined in the Credit Agreement)) and each other agreement entered into in favor of the Administrative Agent for the purpose of securing any Credit Agreement Obligations.

“Credit Agreement Documents” shall mean the Credit Agreement, each Credit Agreement Collateral Document and the other Loan Documents (as defined in the Credit Agreement) (other than any Non-U.S. Security Document (as defined in the Credit Agreement)).

“Credit Agreement Obligations” shall mean all amounts owing to any party pursuant to the terms of any Credit Agreement Document, including, without limitation, all amounts in respect of any principal, premium, interest, fees, expenses (including any interest, fees, and expenses accruing subsequent to the commencement of an Insolvency or Liquidation Proceeding at the rate provided for in the Credit Agreement, whether or not such interest, fees, or expenses are allowed claims under any such proceeding or under applicable state, federal or foreign law), penalties, indemnifications, reimbursements, damages and other liabilities, and guarantees of the foregoing amounts and including, without limitation, the “Obligations” as defined in the Credit Agreement.

I-7

“Credit Agreement Secured Parties” shall mean the holders of Credit Agreement Obligations, including the “Secured Parties” as defined in the Credit Agreement.

“DIP Financing” shall have the meaning assigned to such term in Section 2.05(b).

“DIP Financing Liens” shall have the meaning assigned to such term in Section 2.05(b).

“DIP Lenders” shall have the meaning assigned to such term in Section 2.05(b).

“Discharge” shall mean, with respect to any Series of First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by Shared Collateral in accordance with the terms of the documentation governing such Series of First Lien Obligations. The term “Discharged” shall have a corresponding meaning.

“Discharge of Credit Agreement Obligations” shall mean the Discharge of the Credit Agreement Obligations with respect to Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with additional First Lien Obligations secured by Shared Collateral under an Other First Lien Document which has been designated in writing by the Administrative Agent (under the Credit Agreement so Refinanced) to each Other First Lien Collateral Agent and each other Authorized Representative as the “Credit Agreement” for purposes of this Agreement.

“Event of Default” shall mean an “Event of Default” (or similarly defined term) as defined in any Secured Credit Document.

“Excess Other First Lien Obligations” shall have the meaning assigned to such term in the definition of Other First Lien Obligations.

“First Lien Documents” shall mean, with respect to the Credit Agreement Obligations, the Credit Agreement Documents, and with respect to the Initial Other First Lien Obligations or any Series of Additional Senior Class Debt, the Other First Lien Documents.

“First Lien Obligations” shall mean, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Other First Lien Obligations.

“First Lien Secured Parties” shall mean (i) the Credit Agreement Secured Parties and (ii) the Other First Lien Secured Parties with respect to each Series of Other First Lien Obligations.

“First Lien Security Documents” shall mean, collectively, (i) the Credit Agreement Collateral Documents and (ii) the Other First Lien Security Documents.

“Grantors” shall mean the Company and each Subsidiary which has granted a security interest pursuant to any First Lien Security Document to secure any Series of First Lien Obligations.

I-8

“Impairment” shall have the meaning assigned to such term in Section 1.01(b).

“Initial Other Authorized Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“Initial Other Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“Initial Other Collateral Agreement” shall mean the [Collateral Agreement] dated as of [ ] among the Initial Other Authorized Representative and [ ].

“Initial Other First Lien Agreement” shall mean [describe the credit agreement, indenture or other document pursuant to which the Initial Other First Lien Obligations are incurred].

“Initial Other First Lien Documents” shall mean the Initial Other First Lien Agreement, the Initial Other Collateral Agreement and any security documents and other operative agreements evidencing or governing the Indebtedness thereunder, and the liens securing such Indebtedness, including any agreement entered into for the purpose of securing the Initial Other First Lien Obligations.

“Initial Other First Lien Obligations” shall mean the Other First Lien Obligations pursuant to the Initial Other First Lien Agreement.

“Initial Other First Lien Secured Parties” shall mean the holders of any Initial Other First Lien Obligations and the Initial Other Authorized Representative.

“Insolvency or Liquidation Proceeding” shall mean:

(1) any case or proceeding commenced by or against a Borrower or any other Grantor under any Bankruptcy Law, any other case or proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of a Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to a Borrower or any other Grantor or any similar case or proceeding relative to a Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to a Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other case or proceeding of any type or nature in which substantially all claims of creditors of a Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“IPO” means the “IPO” as defined in the Credit Agreement.

I-9

“IPO Closing Date” means the “IPO Closing Date” as defined in the Credit Agreement.

“Intervening Creditor” shall have the meaning assigned to such term in Section 2.01(b).

“Joinder Agreement” shall mean the document in the form of Exhibit A to this Agreement required to be delivered by an Authorized Representative to each Collateral Agent and each Authorized Representative pursuant to Section 5.14 of this Agreement in order to create an additional Series of Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations and add Other First Lien Secured Parties hereunder.

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

“Major Non-Controlling Authorized Representative” shall mean the Authorized Representative of the Series of Other First Lien Obligations with an aggregate outstanding principal amount in excess of $25,000,000 that constitutes the largest outstanding principal amount of any then outstanding Series of First Lien Obligations; provided, however, that if there are two outstanding Series of Other First Lien Obligations which have an equal outstanding principal amount, the Series of Other First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Newco” means Pearmill Limited, a private company limited by shares, incorporated under the laws of Ireland with registration number: 606201 and to be renamed Dole plc prior to the consummation of the IPO.

“Non-Controlling Authorized Representative” shall mean any Authorized Representative that is not the Applicable Authorized Representative at such time.

“Non-Controlling Authorized Representative Enforcement Date” shall mean, with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which 180-day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Other First Lien Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) the Applicable Collateral Agent’s and each other Collateral Agent’s and the Applicable Authorized Representative’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First Lien Obligations

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of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Other First Lien Document; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time the Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to any Shared Collateral or (2) at any time the Grantor that has granted a security interest in any Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Non-Controlling Secured Parties” shall mean the First Lien Secured Parties which are not Controlling Secured Parties.

“Other First Lien Agreement” shall mean any indenture, including the Initial Other First Lien Agreement, credit agreement (excluding the Credit Agreement) or other agreement, document or instrument, pursuant to which any Grantor has or will incur Other First Lien Obligations; provided that, in each case, the Indebtedness thereunder (other than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to and in accordance with Section 5.14.

“Other First Lien Collateral Agents” shall mean each of the Collateral Agents other than the Administrative Agent.

“Other First Lien Documents” shall mean, with respect to the Initial Other First Lien Obligations or any Series of Additional Senior Class Debt, the Other First Lien Agreements, including the Initial Other First Lien Documents and the Other First Lien Security Documents and each other agreement entered into for the purpose of securing the Initial Other First Lien Obligations or any Series of Additional Senior Class Debt; provided that, in each case, the Indebtedness thereunder (other than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to Section 5.14 hereto.

“Other First Lien Obligations” shall mean all amounts owing to any Other First Lien Secured Party (including the Initial Other First Lien Secured Party) pursuant to the terms of any Other First Lien Agreement (including the Initial Other First Lien Agreement), including, without limitation, all amounts in respect of any principal, premium, interest, fees, expenses (including any interest, fees, and expenses accruing subsequent to the commencement of an Insolvency or Liquidation Proceeding at the rate provided for in the respective Other First Lien Agreement, whether or not such interest, fees, or expenses are allowed claims under any such proceeding or under applicable state, federal or foreign law), penalties, indemnifications, reimbursements, damages and other liabilities, and guarantees of the foregoing amounts; provided that the aggregate principal amount of Other First Lien Obligations in excess of the amount of Indebtedness permitted to be secured on a pari passu basis with the Credit Agreement Obligations pursuant to the Credit Agreement and any fees, interest and expenses related to such excess amount pursuant to the applicable Other First Lien Agreement (such excess amount together with the related fees, interest and expenses, the “Excess Other First Lien Obligations”) shall not constitute Other First Lien Obligations or First Lien Obligations for purposes of this Agreement.

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“Other First Lien Secured Party” shall mean the holders of any Other First Lien Obligations and any Authorized Representative with respect thereto and shall include the Initial Other First Lien Secured Parties.

“Other First Lien Security Documents” shall mean any security agreement or any other document now existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor to secure the Other First Lien Obligations.

“Possessory Collateral” shall mean any Shared Collateral in the possession of the Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First Lien Security Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meaning assigned to them in the New York UCC.

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any Insolvency or Liquidation Proceeding whether or not allowed or allowable as a claim in any such Insolvency or Liquidation Proceeding.

“Proceeds” shall have the meaning assigned to such term in Section 2.01(a).

“Refinance” shall mean, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Secured Credit Document” shall mean (i) the Credit Agreement and the Loan Documents (as defined in the Credit Agreement) (other than any Non-U.S. Security Document (as defined in the Credit Agreement)), (ii) the Initial Other First Lien Documents and (iii) each Other First Lien Documents.

“Security Agreement” has the meaning assigned to such term in the recitals of this Agreement.

“Series” shall mean (a) with respect to the First Lien Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the Initial Other First Lien Secured Parties (in their capacities as such), and (iii) the Other First Lien Secured Parties (other than the Initial Other First Lien Secured Parties) that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Other First Lien Secured Parties) and (b) with respect to any First Lien Obligations, each of (i) the Credit Agreement Obligations, (ii) the Initial Other First Lien Obligations and (iii) the Other

I-12

First Lien Obligations (other than the Initial Other First Lien Obligations) incurred pursuant to any Other First Lien Document, which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Other First Lien Obligations).

“Shared Collateral” shall mean, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Authorized Representatives or Collateral Agents on behalf of such holders) hold a valid and perfected security interest or Lien at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid and perfected security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest or Lien in such Collateral at such time.

ARTICLE II.

PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

SECTION 2.01 Priority of Claims.

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation Proceeding of any Grantor (including any adequate protection payments) or any First Lien Secured Party receives any payment, proceeds, or distributions pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution or payments (subject, in the case of any such payments, proceeds, or distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution or payments being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

(i) FIRST, to the payment of all reasonable costs and expenses incurred by each Collateral Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Secured Credit Documents or any of the First Lien Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Secured Credit Documents;

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(ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to the payment in full of the First Lien Obligations of each Series (the amounts so applied to be distributed among the First Lien Secured Parties pro rata in accordance with the respective amounts of the First Lien Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Secured Credit Documents); provided that following the commencement of any Insolvency or Liquidation Proceeding of any Grantor, solely as among the holders of First Lien Obligations and solely for purposes of this clause SECOND and not any Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of Post-Petition Interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding, the amount of First Lien Obligations of each Series of First Lien Obligations shall include only the maximum amount of Post-Petition Interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding; and

(iii) THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

If, despite the provisions of this Section 2.01(a)(ii), any First Lien Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall hold such payment or recovery in trust for the benefit of all First Lien Secured Parties for distribution in accordance with this Section 2.01(a).

(b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists.

(c) It is acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, amended, restated, amended and restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series.

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(d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b)), each First Lien Secured Party hereby agrees that the Liens securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority.

SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens.

(a) With respect to any Shared Collateral, notwithstanding Section 2.01, only the Applicable Collateral Agent shall act or refrain from acting with respect to Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). At any time when the Administrative Agent is the Applicable Collateral Agent, no Other First Lien Secured Party shall or shall instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral (including with respect to any intercreditor agreement with respect to Shared Collateral), whether under any Other First Lien Security Document, applicable law or otherwise, it being agreed that only the Administrative Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time. Notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any Collateral Agent or any other First Lien Secured Party may file a proof of claim or statement of interest with respect to the First Lien Obligations owed to such First Lien Secured Parties; (ii) any Collateral Agent or any other First Lien Secured Party may take any action to preserve or protect the validity and enforceability of the Liens granted in favor of such First Lien Secured Parties, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Liens granted in favor of the Controlling Secured Parties or the rights of the Applicable Authorized Representative, Applicable Collateral Agent or any other Controlling Secured Parties to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Collateral Agent or any other First Lien Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of such First Lien Secured Party, including any claims secured by the Shared Collateral, in each case, to the extent not inconsistent with the terms of this Agreement.

(b) With respect to any Shared Collateral at any time when any Other First Lien Collateral Agent is the Applicable Collateral Agent, (i) such Other First Lien Collateral Agent shall act only on the instructions of the Applicable Authorized Representative, (ii) such Other First Lien Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other First Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First Lien Secured Party (other than the Applicable Authorized Representative) shall, or shall instruct such Other First Lien Collateral Agent to, commence any judicial or nonjudicial

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foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, such Shared Collateral (including with respect to any intercreditor agreement with respect to such Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only such Other First Lien Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the Other First Lien Security Documents applicable to it, shall be entitled to take any such actions or exercise any such remedies with respect to such Shared Collateral.

(c) Notwithstanding the equal priority of the Liens on the Shared Collateral securing each Series of First Lien Obligations, the Applicable Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral as if such Applicable Collateral Agent had a senior and exclusive Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Applicable Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party or any other exercise by the Applicable Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, the Applicable Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Shared Collateral.

(d) Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any Authorized Representative to enforce this Agreement.

SECTION 2.03 No Interference; Payment Over; Exculpatory Provisions.

(a) Except, in each case, with respect to any Excess Other First Lien Obligations or any Security Document or Lien securing the Excess Other First Lien Obligations, to the extent of such Excess Other First Lien Obligations, each First Lien Secured Party agrees that (i) it will not challenge or question or support any other Person in challenging or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code (or any equivalent provision of other applicable Bankruptcy Law); (ii) it will not take or cause to be taken any action the purpose or intent of

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which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable Collateral Agent or any other First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Collateral Agent or any other First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, Insolvency or Liquidation Proceeding, or other proceeding any claim against the Applicable Collateral Agent or any other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, (v) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Collateral Agent or any other First Lien Secured Party to enforce this Agreement.

(b) Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer any such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent for such Shared Collateral, to be distributed by such Applicable Collateral Agent in accordance with the provisions of Section 2.01(a) hereof.

(c) None of the Applicable Collateral Agent, any Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Collateral Agent, such Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement.

SECTION 2.04 Automatic Release of Liens.

(a) If, at any time any Shared Collateral is sold or transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement of remedies by the Applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Collateral Agents for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged in connection with the completion of such sale, transfer, or disposition; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.

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(b) Each Collateral Agent and each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Collateral Agent to evidence and confirm any release of Shared Collateral provided for in this Section.

SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any Insolvency or Liquidation Proceeding, including any proceeding under the Bankruptcy Code or any other Bankruptcy Law by or against any Grantor or any of its subsidiaries. All references to “Grantor” shall include any Grantor as debtor and debtor in possession (and any receiver, trustee, or other estate representative for such Grantor, as the case may be) in any Insolvency or Liquidation Proceeding.

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code or other applicable Bankruptcy Law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code (or any equivalent provision of any other Bankruptcy Law) and/or the use of cash collateral under Section 363 of the Bankruptcy Code (or any equivalent provision of any other Bankruptcy Law), each First Lien Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless a majority in interest of the Controlling Secured Parties (or such greater amount as is necessary to take action under the applicable Loan Document or Other First Lien Documents), or an Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens and/or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) other than as provided in Section 5.16, the First Lien Secured Parties of each Series are granted Liens on any additional or replacement collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing and/or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties as set forth in this Agreement (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens), (C) if any amount of such DIP Financing and/or cash

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collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protection with respect to the First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such DIP Financing and/or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01(a) of this Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided further that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing and/or use of cash collateral.

SECTION 2.06 Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement or avoidance of a preference or fraudulent transfer under the Bankruptcy Code, any other Bankruptcy Law, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash.

SECTION 2.07 Insurance. As between the First Lien Secured Parties, the Applicable Collateral Agent (acting at the direction of the Applicable Authorized Representative), shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.

SECTION 2.08 Refinancings. The First Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.

SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection.

(a) The Possessory Collateral shall be delivered to the Administrative Agent and the Administrative Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of and on behalf of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time the Administrative Agent is not the Applicable Collateral Agent, the Administrative Agent shall, at

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the request of the Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Collateral Agent together with any necessary endorsements (or otherwise allow the Applicable Collateral Agent to obtain control of such Possessory Collateral). The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct or gross negligence as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(b) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of and on behalf of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09.

(c) The duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

SECTION 2.10 Amendments to First Lien Security Documents.

(a) Without the prior written consent of the Administrative Agent, each Other First Lien Collateral Agent agrees that no Other First Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Other First Lien Security Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(b) Without the prior written consent of each Other First Lien Collateral Agent, the Administrative Agent agrees that no Credit Agreement Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Credit Agreement Collateral Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(c) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.10, each Collateral Agent may conclusively rely on an officer’s certificate of the Company stating that such amendment is permitted by this Section 2.10.

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ARTICLE III.

EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS

Whenever a Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if an Authorized Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other person as a result of such determination.

ARTICLE IV.

THE APPLICABLE COLLATERAL AGENT

SECTION 4.01 Authority.

(a) Notwithstanding any other provision of this Agreement (including Section 2.09), nothing herein shall be construed to impose any fiduciary or other duty on any Applicable Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any Applicable Collateral Agent, except that each Applicable Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01 hereof. Each of the First Lien Secured Parties hereby irrevocably appoints and authorizes the Applicable Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Applicable Collateral Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Authorized Representative, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Agent to facilitate and effect actions taken or intended to be taken by the Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Collateral Agent for such purposes.

(b) In furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the Applicable Collateral Agent shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, as applicable, for which

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the Applicable Collateral Agent is the collateral agent of such Shared Collateral, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the First Lien Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Collateral Agent, the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against any Collateral Agent or the Authorized Representative of any other Series of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i) any actions which any Collateral Agent, Authorized Representative or the First Lien Secured Parties take or omit to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First Lien Obligations, in any Insolvency or Liquidation Proceeding, of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Company or any of its Subsidiaries, as debtor-in-possession.

SECTION 4.02 Rights as a First Lien Secured Party. The Person serving as the Applicable Collateral Agent hereunder shall have the same rights and powers in its capacity as a First Lien Secured Party under any Series of First Lien Obligations that it holds as any other First Lien Secured Party of such Series and may exercise the same as though it were not the Applicable Collateral Agent and the term “First Lien Secured Party” or “First Lien Secured Parties” or, as applicable, “Credit Agreement Secured Party”, “Credit Agreement Secured Parties,” “Additional First Lien Secured Party” or “Additional First Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Applicable Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Grantors or any Subsidiary or other Affiliate thereof as if such Person were not the Applicable Collateral Agent hereunder and without any duty to account therefor to any other First Lien Secured Party.

SECTION 4.03 Exculpatory Provisions. The Applicable Collateral Agent, acting in its capacity as the Applicable Collateral Agent, shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Applicable Collateral Agent:

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(i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby and as are reasonably incidental thereto; provided that the Applicable Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Applicable Collateral Agent to liability or that is contrary to this Agreement or applicable law;

(iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Grantor or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Applicable Collateral Agent or any of its Affiliates in any capacity;

(iv) shall not be liable for any action taken or not taken by it (1) in the absence of its own gross negligence or willful misconduct or (2) in good faith in reliance on a certificate of an authorized officer of the Company stating that such action is permitted by the terms of this Agreement. The Applicable Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First Lien Obligations unless and until notice describing such Event Default and referencing the applicable agreement is given to or by the Applicable Collateral Agent;

(v) shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with this Agreement, (2) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or the occurrence of any Default or Event of Default, (4) the validity, enforceability, effectiveness or genuineness of this Agreement, (5) the value or the sufficiency of any Collateral for any Series of First Lien Obligations, or (6) the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items expressly required to be delivered to the Applicable Collateral Agent; and

(vi) need not segregate money held hereunder from other funds except to the extent required by applicable law or expressly provided for herein or in any Secured Credit Document. The Applicable Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing.

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ARTICLE V.

MISCELLANEOUS

SECTION 5.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: if to the Administrative Agent, to it at:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH

Attention: [ ]

Telephone: [ ]

Telecopier: [ ]

Electronic Mail: [ ]

(b) if to the Initial Other Collateral Agent, to it at:

[address]

Attention: [ ]

Telephone: [ ]

Telecopier: [ ]

Electronic Mail: [ ]

(c) if to any other Authorized Representative or Collateral Agent, to it at the address set forth in the applicable Joinder Agreement.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing among each Collateral Agent and each Authorized Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.

SECTION 5.02 Waivers; Amendment; Joinder Agreements.

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(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company); provided that the Collateral Agent and each Authorized Representative agree to promptly notify the Company of any amendment hereto.

(c) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.14 of this Agreement and upon such execution and delivery, such Authorized Representative and the Other First Lien Secured Parties and Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Other First Lien Security Documents applicable thereto.

(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall be deemed a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.07 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

SECTION 5.08 Submission to Jurisdiction; Waivers. Each Collateral Agent and each Authorized Representative, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the First Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the state and federal courts located in New York County and appellate courts from any thereof;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01;

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any First Lien Secured Party) to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.

SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

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HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09.

SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the other Secured Credit Documents or First Lien Security Documents, with respect to (x) the priority of the Liens and security interests or (y) the right to exercise any remedies with respect to any Shared Collateral, the provisions of this Agreement shall control.

SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09, 2.10 and Article V). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 5.13 Integration. This Agreement together with the other Secured Credit Documents and the First Lien Security Documents represents the agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Grantor, the Administrative Agent, any or any other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or the First Lien Security Documents.

SECTION 5.14 Other First Lien Obligations.

To the extent, but only to the extent not prohibited by the provisions of the then extant Credit Agreement and the Other First Lien Documents, the Company and the other Grantors may incur additional indebtedness after the date hereof that is permitted by the then extant Credit Agreement and the Other First Lien Documents to be incurred and secured on an equal and ratable basis with the liens securing the Credit Agreement Obligations and the Other First Lien Obligations (such indebtedness referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by a Lien on a ratable basis, in each case under and pursuant to the Other First Lien Documents, if and subject to the condition that the Collateral Agent and Authorized Representative of any such Additional Senior Class Debt (an “Additional Senior Class

I-27

Debt Collateral Agent” and an “Additional Senior Class Debt Representative,” respectively), acting on behalf of the holders of such Additional Senior Class Debt (such Additional Senior Class Debt Collateral Agent, Additional Senior Class Debt Representative and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph.

In order for an Additional Senior Class Debt Representative and Additional Senior Class Debt Collateral Agent to become a party to this Agreement,

(i) such Additional Senior Class Debt Representative, such Additional Senior Class Debt Collateral Agent, each Collateral Agent, each Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional Senior Class Debt Representative) pursuant to which such Additional Senior Class Debt Representative becomes an Authorized Representative hereunder, and such Additional Senior Class Debt Collateral Agent becomes a Collateral Agent hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative and the related Additional Senior Class Debt Parties become subject hereto and bound hereby;

(ii) the Company shall have (x) delivered to each Collateral Agent true and complete copies of each of the Other First Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by a Responsible Officer of the Company and (y) identified in a certificate of an authorized officer the obligations to be designated as Other First Lien Obligations and the initial aggregate principal amount or face amount thereof;

(iii) all First Lien Security Documents, filings and recordations necessary or desirable in the reasonable judgment of the Additional Senior Class Debt Collateral Agent to create and perfect the Liens securing the relevant obligations relating to such Additional Senior Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent); and

(iv) the Other First Lien Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional Senior Class Debt Party with respect to such Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Senior Class Debt.

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Upon the execution and delivery of a Joinder Agreement by an Additional Senior Class Debt Representative and an Additional Senior Class Debt Collateral Agent in accordance with this Section 5.14, each other Authorized Representative and Collateral Agent shall acknowledge such execution and delivery thereof, subject to the terms of this Section 5.14.

SECTION 5.15 Agent Capacities. Except as expressly provided herein, Coöperatieve Rabobank U.A., New York Branch is acting in the capacity of Administrative Agent solely for the Credit Agreement Secured Parties. Except as expressly provided herein, the Initial Other Authorized Representative and the Initial Other Collateral Agent is acting in the capacity of a collateral agent and authorized representative solely for the Initial Other Secured Parties.

SECTION 5.16 Foreign Collateral. For avoidance of doubt, it is understood and agreed that various Non-U.S. Subsidiaries of the Company have granted security interests in certain of their property securing the Credit Agreement Obligations, and that as of the date of this Agreement, no such security interests have been provided by any Non-U.S. Subsidiary to secure any Other First Lien Obligations (including the Initial Other First Lien Obligations) and nothing in this Agreement shall grant or imply the grant of any Liens or other security interest in such assets in favor of any First Lien Secured Parties (other than the Credit Agreement Secured Parties) to secure any First Lien Obligations (other than the Credit Agreement Obligations). It is understood and agreed by all parties hereto that this Agreement does not apply to any security interests granted by any Non-U.S. Subsidiary, and any assets or property pledged by any Non-U.S. Subsidiary to secure (or which are subject to a Lien to secure) any Credit Agreement Obligations. No Non-U.S. Subsidiary shall constitute a Grantor hereunder or be bound by the provisions hereof.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Administrative Agent

By:
		Name:
		Title:

[________________________], as Initial Other Collateral Agent

By:
		Name:
		Title:

[_________________________], as Initial Other Authorized Representative

By:
		Name:
		Title:

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CONSENT OF GRANTORS

Dated:

Reference is made to the First Lien Intercreditor Agreement dated as of the date hereof between Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, [_________], as Initial Other Authorized Representative, and [__________], as Initial Other Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time (the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

The Company has read the foregoing Intercreditor Agreement and consents thereto. The Company agrees that it will not, and will cause each of the other Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no First Lien Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. The Company confirms on behalf of each Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the First Lien Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein.

Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each party to the Intercreditor Agreement agrees that the Company and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent their rights or obligations are adversely affected (in which case the Company shall have the right to consent to or approve any such amendment, modification or waiver).

Without limitation to the foregoing, the Company agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Applicable Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement.

This Consent shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to the Company pursuant to this Consent shall be delivered in accordance with the notice provisions set forth in the Intercreditor Agreement.

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IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above.


TOTAL PRODUCE USA HOLDINGS INC.

By:
		Name:
		Title:

[ ]

By:
		Name:
		Title:

I-32

Exhibit A

to First Lien Intercreditor Agreement

[FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the “Joinder Agreement”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of [ ], [ ], (the “First Lien Intercreditor Agreement”), among COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent, [_________], as Initial Other Authorized Representative, and [__________], as Initial Other Collateral Agent, and the additional Authorized Representatives from time to time a party thereto.¹

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement.

B. As a condition to the ability of the Company and the other Grantors to incur Other First Lien Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Other First Lien Security Documents, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and the Additional Senior Class Debt Collateral Agent is required to become a Collateral Agent, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the First Lien Intercreditor Agreement. Section 5.14 of the First Lien Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, such Additional Senior Class Debt Collateral Agent may become a Collateral Agent, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by, the First Lien Intercreditor Agreement, pursuant to the execution and delivery by the Additional Senior Class Debt Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section 5.14 of the First Lien Intercreditor Agreement. The undersigned Additional Senior Class Debt Representative (the “New Representative”) and Additional Senior Class Debt Collateral Agent (the “New Collateral Agent”) are executing this Joinder Agreement in accordance with the requirements of the First Lien Intercreditor Agreement and the First Lien Security Documents.

Accordingly, the New Representative and the New Collateral Agent agree as follows:

SECTION 1. In accordance with Section 5.14 of the First Lien Intercreditor Agreement, the New Representative and the New Collateral Agent by their signatures below become an Authorized Representative and a Collateral Agent, respectively, under, and the related Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and bound by, the First Lien Intercreditor Agreement with the same force and effect as if the New Representative and New Collateral Agent had originally been named therein as an Authorized

¹	In the event of the Refinancing of the Credit Agreement Obligations, this Joinder will be revised to reflect joinder by a new Administrative Agent.

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Representative or a Collateral Agent, respectively, and the New Representative and the New Collateral Agent, on their behalf and on behalf of such Additional Senior Class Debt Parties, hereby agree to all the terms and provisions of the First Lien Intercreditor Agreement applicable to them as Authorized Representative and Collateral Agent, respectively, and to the Additional Senior Class Debt Parties that they represent as Other First Lien Secured Parties. Each reference to an “Authorized Representative” in the First Lien Intercreditor Agreement shall be deemed to include the New Representative, and each reference to a “Collateral Agent” in the First Lien Intercreditor Agreement shall be deemed to include the New Collateral Agent. The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. Each of the New Representative and New Collateral Agent represent and warrant to each Collateral Agent, each Authorized Representative and the other First Lien Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder Agreement, in its capacity as [agent] [trustee], (ii) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and (iii) the Other First Lien Documents relating to such Additional Senior Class Debt provide that, upon the New Representative’s and the New Collateral Agent’s entry into this Joinder Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Other First Lien Secured Parties.

SECTION 3. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when each Collateral Agent shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative and the New Collateral Agent. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to them at their respective addresses set forth below their signatures hereto.

SECTION 8. The Company agrees to reimburse each Collateral Agent and each Authorized Representative for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel.

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IN WITNESS WHEREOF, the New Representative and New Collateral Agent have duly executed this Joinder Agreement to the First Lien Intercreditor Agreement as of the day and year first above written.


[NAME OF NEW REPRESENTATIVE], as [ ] for the holders of [ ],

By:
		Name:
		Title:

Address for notices:




attention of:
Telecopy:

[NAME OF NEW COLLATERAL AGENT],
as [ ] for the holders of [ ],

By:
		Name:
		Title:

Address for notices:




attention of:
Telecopy:

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Acknowledged by:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent

By:
		Name:
		Title:

[ ], as Initial Other Collateral Agent

By:
		Name:
		Title:

[ ], as Initial Other Authorized Representative

By:
		Name:
		Title:

I-37

EXHIBIT J-1

[FORM OF]

U.S. TAX CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Borrowers”), the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement.

Pursuant to the provisions of Section 2.16(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of an applicable U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to an applicable U.S. Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business.

The undersigned has furnished the applicable Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or W-8BEN, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform

J-1-1

the Company and the applicable Administrative Agent in writing and deliver promptly to the Company and the applicable Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Company or the applicable Administrative Agent) or promptly notify the Company and the applicable Administrative Agent in writing of its legal ineligibility to do so and (2) the undersigned shall have at all times furnished the Company and the applicable Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


[NAME OF LENDER]

By:
		Name:
		Title:

Date: ________ __, 20[ ]

J-1-2

EXHIBIT J-2

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Borrowers”), the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement.

Pursuant to the provisions of Section 2.16(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of an applicable U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to an applicable U.S. Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments under any Loan Documents are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

J-2-1

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8IMY¹. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to the participating Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the participating Lender) or promptly notify the participating Lender in writing of its legal ineligibility to do so and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


[NAME OF PARTICIPANT]

By:
		Name:
		Title:

Date: ________ __, 20[ ]

¹	NTD: This point is covered above by saying the forms will be provided by “direct and indirect” partners/members.

J-2-2

EXHIBIT J-3

[FORM OF]

U.S. TAX CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Borrowers”), the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement.

Pursuant to the provisions of Section 2.16(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of an applicable U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to an applicable U.S. Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E or W-8BEN, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to the participating Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the participating

J-3-1

Lender) or promptly notify the participating Lender in writing of its legal ineligibility to do so and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


[NAME OF PARTICIPANT]

By:
		Name:
		Title:

Date: ________ __, 20[ ]

J-3-2

EXHIBIT J-4

[FORM OF]

U.S. TAX CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of March [26], 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Borrowers”), the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the respective meanings given to them in the Agreement.

Pursuant to the provisions of Section 2.16(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of an applicable U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to applicable U.S. Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments under any Loan Documents are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

J-4-1

The undersigned has furnished the applicable Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8IMY (accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption), as applicable (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Company and the applicable Administrative Agent in writing and deliver promptly to the Company and the applicable Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Company or the applicable Administrative Agent) or promptly notify the Company and the applicable Administrative Agent in writing of its legal ineligibility to do so and (2) the undersigned shall have at all times furnished the Company and the applicable Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]


By:
		Name:
		Title:

Date: ________ __, 20[ ]

J-4-2

EXHIBIT K

FORM OF BORROWER JOINDER

[SEE ATTACHED]

K-1

FORM OF

BORROWER JOINDER TO CREDIT AGREEMENT

This Joinder (this “Joinder”) to that certain Credit Agreement (as defined herein) is made as of [__], 2021, by [ ], a [ ] (the “Additional Borrower”).

W I T N E S S E T H:

A. Reference is made to that certain Credit Agreement, dated as of March 26, 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among TOTAL PRODUCE PLC, a public limited company, incorporated under the laws of Ireland (“Total Produce”), TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International Holdings”), TOTAL PRODUCE IRELAND LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP Ireland”), TOTAL PRODUCE INTERNATIONAL LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP International”), TOTAL PRODUCE C HOLDINGS LIMITED, a private company limited by shares, incorporated under the laws of Ireland (“TP C Holdings”), TPH (UK) LIMITED, a private company limited by shares, incorporated under the laws of England and Wales (“TP UK”), NORDIC FRUIT HOLDING AB, a privat aktiebolag organized under the laws of Sweden (“Nordic Fruit”), TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation (“TP US Holdings”), TOTAL PRODUCE HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 24404725 (“TP Dutch Holdings”), TOTAL PRODUCE NORDIC A/S, a limited liability company (Aktieselskab) organized under the laws of Denmark (“TP Nordic” and, together with Total Produce, TP International Holdings, TP Ireland, TP International, TP C Holdings, TP UK, Nordic Fruit, TP US Holdings and TP Dutch Holdings, the “Borrowers”), the Lenders from time to time party thereto, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

B. The Additional Borrower shall deliver to each Administrative Agent an Assumption Agreement in the form of Annex 1 to the Guarantee Agreement (the “Guarantee Joinder”), pursuant to which such Additional Borrower shall confirm its Guaranty.

C. Subject to the limitations and exceptions set forth in the Loan Documents, with respect to such Additional Borrower that is a U.S. Subsidiary, such Additional Borrower shall deliver to the Collateral Agent a supplement to the U.S. Security Agreement (and each Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement required thereby), Mortgages (if applicable), a counterpart to any Intercreditor Agreement (if applicable) and such other security agreements and documents, in each case as reasonably requested by the Collateral Agent and required pursuant to Section 5.09 or Section 5.13 of the Credit Agreement or the Collateral and Guarantee Requirement.

D. Subject to the limitations and exceptions set forth in the Loan Documents and the Agreed Security Principles, with respect to such Additional Borrower that is a Non-U.S. Subsidiary, such Additional Borrower shall deliver to the Collateral Agent any applicable Non-U.S. Security Document (or any joinder to any existing Non-U.S. Security Document), as reasonably requested by the Collateral Agent and required to be delivered pursuant to Section 5.09 or Section 5.13 of the Credit Agreement or the Collateral and Guarantee Requirement.

E. The Additional Borrower desires to become a party to, and bound by the terms of, the Credit Agreement and the other Loan Documents as a Borrower under the Revolving Facility thereunder.

NOW, THEREFORE, the Additional Borrower hereby agrees as follows:

1.	Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the Additional Borrower hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and hereby:

joins in the execution of, and becomes a party to, the Credit Agreement as a Borrower under the Revolving Facility thereunder, as indicated by its signature below;

covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of each Borrower under the Credit Agreement and the other Loan Documents to which each Borrower is a party, in each case, with the same force and effect as if the Additional Borrower was a signatory to the Credit Agreement and such other Loan Documents and was expressly named as a Borrower under the Revolving Facility therein; and

assumes and agrees to perform all applicable duties and Obligations of a Borrower under the Revolving Facility under the Credit Agreement and such other Loan Documents.

Representations and Warranties. The Additional Borrower hereby makes as of the date hereof (except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be made as of any such earlier date) all representations, warranties and other statements of each Borrower under the Credit Agreement and the other Loan Documents to which each Borrower is a party, in each case, with the same force and effect as if the Additional Borrower was a signatory to the Credit Agreement and such other Loan Documents and was expressly named as a Borrower therein.

3.	Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent have been fulfilled:

each Administrative Agent shall have received a counterpart of this Joinder executed by the Additional Borrower; and

each Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company to the effect that, subject to the limitations and exceptions set forth in the Loan Documents and the Agreed Security Principles, the applicable provisions of Section 5.09(a) of the Credit Agreement have been satisfied with respect to the Additional Borrower.

4.	Miscellaneous.

Delivery of an executed counterpart of a signature page of this Joinder by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Joinder. The words “execution,” “signed,” “signature,” and words of like import in this Joinder or any Loan Document shall be deemed to include Electronic Signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior consent.

The provisions of this Joinder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Any determination that any provision of this Joinder or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Joinder.

THIS JOINDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed and delivered by its proper and duly authorized officer as of the date set forth above.


ADDITIONAL BORROWER:

[ ]

By:
		Name:
		Title:

[Signature page to Borrower Joinder]

EXHIBIT L

FORM OF SOLVENCY CERTIFICATE

[ ], 2021

This Solvency Certificate (this “Solvency Certificate”) is delivered in connection with the Credit Agreement, dated as of March [26], 2021 (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among Total Produce plc (the “Company”), the subsidiaries of the Company party thereto from time to time, the lenders party thereto from time to time, Coöperatieve Rabobank U.A., New York Branch, as Revolving Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Term Administrative Agent. Capitalized terms used herein that are defined in the Credit Agreement are used herein as so defined.

I am the duly qualified and acting Finance Director of the Company and solely in such capacity and not in an individual capacity (and without personal liability), I certify as of the date hereof that:

1. Immediately after giving effect to the Total Produce Transactions, the Company and its Subsidiaries, on a consolidated basis, are Solvent.

2. As used herein “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they become absolute and matured and (d) such Person is not engaged in any business, as conducted on such date and as proposed to be conducted following such date, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[SIGNATURE PAGE FOLLOWS]

L-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.


TOTAL PRODUCE PLC

By:
Name:		[Frank Davis]
Title:		[Finance Director]

L-2

Exhibit 10.2

EXECUTION VERSION

TRANSACTION AGREEMENT

among

TOTAL PRODUCE PLC,

TOTAL PRODUCE USA HOLDINGS INC.,

PEARMILL LIMITED (TO BE RENAMED DOLE PLC),

TP-DOLE MERGER SUB, LLC,

DFC HOLDINGS, LLC

and

THE C&C PARTIES HERETO

Dated as of February 16, 2021

TABLE OF CONTENTS


1.	INTERPRETATION	1

2.	THE SCHEME AND THE SHARE EXCHANGE	3

3.	IMPLEMENTATION OF THE SCHEME AND CONVENING THE EGM	4

4.	THE MERGER	5

5.	THE IPO	9

6.	DISTRIBUTIONS AND TRANSFERS	12

7.	REPRESENTATIONS AND WARRANTIES	12

8.	ADDITIONAL AGREEMENTS	27

9.	CONDITIONS	44

10.	COMPLETION	47

11.	TERMINATION	48

12.	GENERAL	49


ANNEXES

Annex A		Definitions

EXHIBITS

Exhibit A		Form of Registration Rights Agreement
Exhibit B		Form of Trademark License Extension

C&C DISCLOSURE SCHEDULES

TOTAL PRODUCE DISCLOSURE SCHEDULES

THIS AGREEMENT IS MADE ON FEBRUARY 16, 2021

AMONG:


		TOTAL PRODUCE PLC
		a company incorporated in Ireland
		with registered number 427687
		having its registered office
		at 29 North Anne Street, Dublin 7, D07 PH36, Ireland
		(hereinafter called “Total Produce”),

		TOTAL PRODUCE USA HOLDINGS INC.
		a corporation incorporated in the State of Delaware
		(hereinafter called “TP USA”),

		PEARMILL LIMITED (TO BE RENAMED DOLE PLC)
		a company incorporated in Ireland
		with registered number 606201
		having its registered office
		at 29 North Anne Street, Dublin 7, D07 PH36, Ireland
		(hereinafter called “New Dole”),

		TP-DOLE MERGER SUB, LLC
		a limited liability company formed in the State of Delaware
		(hereinafter called “Merger Sub” and, collectively with Total Produce,
		TP USA and New Dole, the “Total Produce Parties”),

		DFC HOLDINGS, LLC
		a limited liability company formed in the State of Delaware
		(hereinafter called “DFC Holdings”),

		THE MURDOCK GROUP, LLC
		a limited liability company formed in the State of California
		(hereinafter called “TMG”),

		CASTLE & COOKE HOLDINGS, INC.
		a corporation incorporated in the State of Delaware
		(hereinafter called “C&C Holdings”),

		AND

		DOLICIOUS CORPORATION
		a corporation incorporated in the State of Nevada
		(hereinafter called “Dolicious” and, collectively with TMG and C&C
		Holdings, the “C&C Parties”).

RECITALS:

TP USA entered into a Securities Purchase Agreement dated February 1, 2018 (the “Securities Purchase Agreement”) by and among TP USA, DFC Holdings, TMG (as assignee), C&C Holdings, Dolicious and DHM (as defined below), and an Amended and Restated Limited Liability Company Agreement of DFC Holdings, LLC dated July 31, 2018 between DFC Holdings, TMG (as assignee), C&C Holdings, Dolicious and TP USA (the “DFC Holdings LLC Agreement”).

2.	New Dole is a party to this Agreement for the purpose of amalgamating the businesses of the Total Produce Group Companies (as defined below) and the Dole Group Companies through the Share Exchange (as defined below) and the Merger (as defined below).

3.	The Parties have entered into this Transaction Agreement (this “Agreement”) in order to, among other things, set out their agreement to a transaction in which, on the terms and subject to the conditions (including the IPO Conditions (as defined below)) set forth herein:

(a)

New Dole will acquire 100% of the issued share capital of Total Produce in exchange for issuing shares in itself to the Total Produce Shareholders (as defined below) such that immediately after the Merger and immediately prior to the issuance of the IPO Shares (as defined below) the Total Produce Securityholders will be holders of 82.5% of New Dole’s share capital (rounded to the nearest whole share) on a Fully Diluted Basis (the “Share Exchange”);

(b)

Merger Sub will be merged with and into DFC Holdings (the “Merger”), with DFC Holdings surviving the Merger and the Contribution (as defined below) as an indirect wholly owned subsidiary of New Dole, as a result of which certain Class A DFC Holdings Units (as defined below) shall be converted automatically into the right to receive Consideration Shares (as defined below), such that immediately prior to the issuance of the IPO Shares, the C&C Parties will be holders of 17.5% of New Dole’s share capital (rounded to the nearest whole share) on a Fully Diluted Basis; and

(c)

Immediately following the completion of the Share Exchange and the Merger, New Dole will seek to raise additional equity including through a firm commitment underwritten public offering of New Dole Shares (the “IPO”) on the New York Stock Exchange or the Nasdaq Stock Market (a “Qualified Exchange”) with the intention of raising between $500,000,000 and $700,000,000 in new equity.

4.	For United States federal income tax purposes, it is intended that the Share Exchange, the Merger and the IPO, taken together, qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

THE PARTIES AGREE as follows:

1.	INTERPRETATION

1.1

Definitions

Capitalized terms used but not defined herein shall have the meanings ascribed to them in Annex A.

1.2

Construction

(a)

In this Agreement, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular section or clause thereof.

(b)

In this Agreement, save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall be a reference to a section, sub-section, clause, schedule, sub-clause, paragraph or sub-paragraph (as the case may be) of this Agreement.

(c)

In this Agreement, any reference to any provision of any Law shall include any amendment, modification, re-enactment or extension thereof and shall also include any subordinate Law made from time to time under such provision.

(d)

In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

(e)

In this Agreement, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(f)

In this Agreement, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.

(g)

In this Agreement, if there is a need to convert U.S. dollars into any foreign currency, or vice versa, the exchange rate shall be that published by the Wall Street Journal three Business Days prior to the date on which the obligation is paid (or if the Wall Street Journal is not published on such date, the first date thereafter on which the Wall Street Journal is published), except as otherwise required by applicable Law (in which case, the exchange rate shall be determined in accordance with such Law).

(h)

In this Agreement, all uses of “written” shall be deemed to include information transmitted via email or other electronic transmission.

1.3

Captions

The table of contents and the headings or captions to the clauses in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction thereof.

1.4

Time

References to times are to Irish times unless otherwise specified.

2.	THE SCHEME AND THE SHARE EXCHANGE

2.1

Scheme

(a)

Total Produce agrees that it will put the Scheme to the Total Produce Shareholders in the manner set out in Clause 3 and will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Share Exchange.

(b)

Total Produce agrees that it will use commercially reasonable efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme.

2.2

EGM

(a)

Total Produce shall procure that the following resolutions be put before the Total Produce Shareholders at the EGM:

(i)

an ordinary resolution approving the Merger in accordance with the AIM Rules and the rules of the Euronext Growth Market;

(ii)

a special resolution amending the Articles of Association of Total Produce so as to incorporate the Mandatory Share Transfer Provision; and

(iii)

a special resolution approving the cancellation of the admission of its shares on the Euronext Growth Market and on AIM on the Completion Date,

(together, the “EGM Resolutions”).

(b)

Each EGM Resolution will be in a form approved by the C&C Parties (such approval not to be unreasonably withheld, conditioned or delayed).

2.3

Share Exchange

(a)

The Share Exchange will be effected pursuant to a mandatory share transfer provision (the “Mandatory Share Transfer Provision”) which is to be incorporated in the Total Produce Constitution as a consequence of the Scheme becoming effective.

(b)

Under the Share Exchange, (i) New Dole agrees to issue to each Total Produce Shareholder on the Exchange Record Date, for every one Total Produce Share that is transferred to New Dole by such Total Produce Shareholder pursuant to the Mandatory Share Transfer Provision, that number of New Dole Shares which will, when used for the exchange of all Total Produce Shares in the Share Exchange, result in the Total Produce Securityholders collectively owning 82.5% of the New Dole Shares outstanding on a Fully Diluted Basis as of immediately following the Share Exchange and the Merger and prior to the IPO, and (ii) Exchange Shares shall be issued on the Completion Date.

(c)

The Share Exchange will take place on such date as the Total Produce Board and the New Dole Board shall resolve and shall be subject to the Total Produce Board having determined that the general conditions which are specified in Clauses 9.1 and 9.2 are capable of being satisfied on the day of the Share Exchange.

3.	IMPLEMENTATION OF THE SCHEME AND CONVENING THE EGM

3.1

Responsibilities of Total Produce in Respect of the Scheme

Total Produce shall:

(a)

be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the EGM and the Court Meeting (collectively, the “Scheme Documentation”);

(b)

provide the C&C Parties and their professional advisors with drafts of the Scheme Documentation and the Resolutions and a reasonable opportunity to review and comment on such drafts;

(c)

take into account, in good faith, any comments on such drafts made by the C&C Parties and their professional advisors;

(d)

keep DFC Holdings and the C&C Parties reasonably informed as to the performance of the obligations and responsibilities required of Total Produce pursuant to the Scheme and as to any material developments relevant to the proper implementation of the Scheme;

(e)

as promptly as reasonably practicable, notify DFC Holdings and the C&C Parties of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent the implementation of the Scheme;

(f)

as promptly as reasonably practicable, make all necessary applications to the High Court in connection with the implementation of the Scheme;

(g)

procure the publication of the requisite advertisements and dispatch of the Scheme Document and the forms of proxy for the use at the Court Meeting and the EGM;

(h)

include in the Scheme Document, a notice convening the EGM to be held immediately following the Court Meeting to consider and approve the EGM Resolutions;

(i)

unless this Agreement has been terminated pursuant to Clause 11, hold the Court Meeting and the EGM;

(j)

following the Court Meeting and EGM, assuming the Resolutions are duly passed and all other conditions set forth in this Agreement are satisfied or capable of being satisfied or, in the sole discretion of Total Produce, waived (where applicable), take all necessary steps to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; and

(k)

give such undertakings as are required by the High Court in connection with the Scheme as Total Produce determines (acting in good faith) to be reasonable and otherwise take all such steps, insofar as lies within its power, as are reasonably necessary or desirable in order to implement the Scheme.

3.2

Responsibilities of DFC Holdings in Respect of the Scheme

DFC Holdings shall afford all such cooperation and assistance as may reasonably be requested of it by Total Produce in respect of the preparation and verification of any document or in connection with any confirmation required for the implementation of the Scheme including the provision to Total Produce of such information and confirmation relating to DFC Holdings, its Subsidiaries and any of its or their respective directors, officers, managers or employees as Total Produce may reasonably request and to do so in a timely manner and assume responsibility for, but only for, the information provided by or relating to it and its Subsidiaries and Affiliates contained in the Scheme Document or any other document sent to Total Produce Shareholders or filed with the High Court or in any announcement.

3.3

Responsibilities of the C&C Parties in Respect of the Scheme

Each of the C&C Parties shall afford all such cooperation and assistance as may reasonably be requested of such C&C Party by Total Produce in respect of the preparation and verification of any document or in connection with any confirmation required for the implementation of the Scheme including the provision to Total Produce of such information and confirmation relating to such C&C Party, its Subsidiaries and any of their respective directors, officers, managers or employees as Total Produce may reasonably request and to do so in a timely manner and assume responsibility for, but only for, the information provided by or relating to such C&C Party and its Subsidiaries and Affiliates contained in the Scheme Document or any other document sent to Total Produce Shareholders or filed with the High Court or in any announcement.

3.4

Responsibilities of New Dole in Respect of the Scheme

New Dole agrees to the inclusion in the Scheme Document of a statement that it will issue 0.18 New Dole Shares (or such other number of New Dole Shares as shall have been selected by the Total Produce Board) to each Total Produce Shareholder on the Exchange Record Date for every one Total Produce Share which is transferred to New Dole by such Total Produce Shareholder pursuant to the Mandatory Share Transfer Provision.

4.	THE MERGER

4.1

Purchase of Certain DFC Holdings Units

Immediately prior to the Merger Effective Time, the C&C Parties shall sell to TP USA:

(a)

A number of Class A DFC Holdings Units with an aggregate value of $25,000,000 (based on the value of Class A DFC Holdings Units implied by the IPO Price) in exchange for a promissory note issued by TP USA in favor of TMG in a capital amount of $25,000,000 (“TP USA Promissory Note 1”);

(b)

A number of Class A DFC Holdings Units with an aggregate value equal to the Aircraft Appraisal Value (based on the value of Class A DFC Holdings Units implied by the IPO Price) in exchange for a promissory note issued by TP USA in favor of C&C Holdings in a capital amount equal to the Aircraft Appraisal Value (“TP USA Promissory Note 2,” and together with TP USA Promissory Note 1, the “TP USA Promissory Notes”); and

(c)

A number of Class A DFC Holdings Units with an aggregate value equal to the value of the Pending Claims as of immediately prior to the Closing (based on the value of Class A DFC Holdings Units implied by the IPO Price) in satisfaction of the Pending Claims (the sales described in clauses (a), (b) and (c), collectively, the “Pre-Closing Unit Sales”).

4.2

The Merger

Upon the terms and subject to the conditions set forth in this Agreement, at the Merger Effective Time, Merger Sub shall be merged with and into DFC Holdings, with DFC Holdings as the surviving limited liability company, in accordance with the DLLCA, and the separate limited liability company existence of Merger Sub shall thereupon cease. DFC Holdings shall continue thereafter as the surviving limited liability company in the Merger (sometimes hereinafter referred to as the “Surviving Company”), and the separate existence of DFC Holdings, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in this Clause 4.

4.3

Merger Effective Time

Upon the terms and subject to the conditions set forth in this Agreement, on the Completion Date, DFC Holdings and Merger Sub will cause the Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DLLCA and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The Merger shall become effective on the Completion Date at the time when the Certificate of Merger has been duly filed with the office of the Secretary of State of the State of Delaware or at such later date and time as the C&C Parties and Total Produce may agree and specify in the Certificate of Merger in accordance with the DLLCA; provided, that, in furtherance and not in limitation of Clause 10, the Merger shall become effective immediately following the completion of the Share Exchange, or at such other time or on such other date as is agreed to in writing by the C&C Parties and Total Produce to the extent possible, and in any case prior to completion of the IPO (the time the Merger becomes effective, the “Merger Effective Time”).

4.4

Conversion of Units; Contribution

(a)

At the Merger Effective Time, by virtue of the Merger and without any further action on the part of DFC Holdings, Merger Sub, the other Total Produce Parties or the holders of DFC Holdings Units:

(i)

All Class A DFC Holdings Units owned by the C&C Parties immediately prior to the Merger Effective Time but after giving effect to the Pre-Closing Unit Sales shall be exchanged automatically by operation of law

for the right to receive that number of New Dole Shares which will result in the C&C Parties collectively owning 17.5% of the New Dole Shares outstanding on a Fully Diluted Basis as of immediately following the Share Exchange and the Merger and prior to the IPO (such number of New Dole Shares, the “Consideration Shares”). Following such exchange, each Class A DFC Holdings Unit shall be cancelled and converted automatically into one Surviving Company Unit. In no event shall a fraction of a New Dole Share be required to be issued by virtue of the Merger.

(ii)

Each Class B DFC Holdings Unit issued and outstanding immediately prior to the Merger Effective Time shall be cancelled and converted automatically into one Surviving Company Unit.

(iii)

All of the membership interests in Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be automatically cancelled and extinguished without any conversion thereof, and no consideration shall be delivered or deliverable in exchange therefor.

(b)

Immediately following the Merger Effective Time:

(i)

New Dole shall contribute all Surviving Company Units held by New Dole following the Merger to Total Produce in exchange for ordinary shares of Total Produce with a fair market value equal to the fair market value of such contributed Surviving Company Units; and

(ii)

Thereafter, Total Produce shall immediately contribute all such Surviving Company Units to TP USA in exchange for shares of TP USA Common Stock with a fair market value equal to the fair market value of such contributed Surviving Company Units (the contributions described in clauses (i) and (ii), collectively, the “Contribution”).

4.5

Organizational Matters

(a)

New Dole. New Dole shall take all action as may be necessary to cause the name of New Dole at or promptly after the Merger Effective Time to be “Dole plc”.

(b)

DFC Holdings. Immediately following the Merger Effective Time, concurrently with the Contribution, the limited liability company agreement of the Surviving Company shall be amended to read in its entirety the same as the limited liability company agreement of Merger Sub, as in effect immediately prior to the Merger Effective Time, except that the name of the Surviving Company shall remain “DFC Holdings, LLC”. Thereafter, the limited liability company agreement of the Surviving Company may be amended in accordance with its terms and as provided by Law.

(c)

Dole OpCo. At the Merger Effective Time, the certificate of incorporation and bylaws of Dole OpCo shall be amended and restated in their entirety in forms to be determined by Total Produce in its sole discretion.

4.6

Post-Completion Directors and Officers

(a)

New Dole. New Dole shall take all such action within its power as may be necessary or appropriate such that immediately prior to completion of the IPO the New Dole Board shall consist of such members as shall have been designated by Total Produce.

(b)

DFC Holdings. From and after the Merger Effective Time, until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the limited liability company agreement of the Surviving Company, the officers of DFC Holdings at the Merger Effective Time shall continue as the officers of the Surviving Company.

(c)

Dole OpCo. From and after the Merger Effective Time, until successors are duly elected or appointed or qualified in accordance with and subject to applicable Law and the organizational documents of Dole OpCo, (i) the Dole OpCo Board shall consist of such members as shall have been designated by Total Produce and (ii) the officers of Dole OpCo at the Merger Effective Time shall continue as the officers of Dole OpCo.

4.7

Satisfaction of Pending Claims; Issuance of TP USA Promissory Notes

At the Merger Effective Time, subject to Clause 4.11, TP USA shall deem satisfied the Pending Claims and issue the TP USA Notes to the applicable C&C Parties.

4.8

Issuance of Consideration Shares

New Dole shall issue the Consideration Shares on the Completion Date to the C&C Parties.

4.9

Exchange Procedures

The Class A DFC Holdings Units owned by the C&C Parties immediately prior to the Merger Effective Time but after giving effect to the Pre-Closing Unit Sales will, at the Merger Effective Time, be deemed to be automatically surrendered for all purposes under this Agreement. In the event of a valid transfer of ownership of Class A DFC Holdings Units in compliance with the DFC Holdings LLC Agreement prior to the Merger Effective Time that is not registered in DFC Holdings’ records, the appropriate amount of Consideration Shares, TP USA Promissory Notes and/or satisfaction of the Pending Claims, as applicable, may be paid or made, as applicable, to the applicable transferee if a properly endorsed and appropriate unit power is presented to the Surviving Company and accompanied by written instruments in a form satisfactory to evidence and effect such transfer and to evidence that any applicable Taxes have been paid.

4.10

No Further Ownership Rights

All Consideration Shares and TP USA Promissory Notes paid, and the Pending Claims satisfied, in exchange for the Class A DFC Holdings Units in accordance with the terms of this Clause 4 shall be deemed to have been paid, or in the case of the satisfaction of the Pending Claims made, in full satisfaction of all rights pertaining to the Class A DFC Holdings Units and, at the Merger Effective Time, the unit transfer books of DFC Holdings shall be closed and thereafter there shall be no further registration of transfers on the unit transfer books of the Surviving Company of the Class A DFC Holdings Units that were outstanding immediately prior to the Merger Effective Time.

4.11

Waiver of Certain Claims

At the Merger Effective Time, (i) consistent with the mutual intent of TP USA and the C&C Parties evidenced in Section 8.4(d)(ii) of the DFC Holdings LLC Agreement (limiting the right of TP USA to recover unpaid Investor Losses under the Securities Purchase Agreement in connection with TP USA acquiring the remainder of the DFC Holdings Units owned by the C&C Parties at a purchase price below a floor price specified in the DFC Holdings LLC Agreement), TP USA, on behalf of itself and any other Investor Indemnified Parties, shall deem as fully satisfied all Pending Claims and shall not deduct from the consideration payable to the C&C Parties in the Merger, or otherwise seek recovery from any of the C&C Parties or any of their respective present and former officers, directors, managers, employees and other agents, any amount of Investor Losses that have then been properly asserted and remain unpaid as of the Merger Effective Time or may be asserted or claimed to be due in the future; provided, that, in the case of the Investor Indemnified Parties, if (A) the aggregate value of Investor Losses that are the subject of Pending Claims exceeds $10,000,000 and (B) the aggregate value of the Consideration Shares calculated at the IPO Price exceeds $225,000,000, then the C&C Parties shall remain obligated to indemnify and hold harmless the Investor Indemnified Parties in respect of the amount by which the aggregate value of Investor Losses that are the subject of any Pending Claims exceeds $10,000,000 (subject to a cap equal to the amount by which the aggregate value of the Consideration Shares calculated at the IPO Price exceeds $225,000,000); and (ii) each of DHM and the C&C Parties, on behalf of itself and any other Seller Indemnified Parties, shall deem as fully satisfied all Pending Claims and shall not seek recovery from TP USA, any other Total Produce Party or Total Produce Group Company or any of their respective present and former officers, directors, managers, employees and other agents, any amount of Losses that have then been properly asserted and remain unpaid as of the Merger Effective Time or may be asserted or claimed to be due in the future; provided, however, that nothing herein shall release any Person from liability for Fraud. From and after the Merger Effective Time, Section 10.6(a)(ii) of the Securities Purchase Agreement shall no longer apply, such that any Investor Losses that the C&C Parties remain obligated to indemnify pursuant to this Clause 4.11 must be settled by paying the applicable Investor Indemnified Party the aggregate amount of such Investor Losses in cash within 30 Business Days of the final determination of the amount thereof in accordance with Section 10.4 of the Securities Purchase Agreement.

4.12

No Appraisal Rights

In accordance with Section 18-210 of the DLLCA, no appraisal rights shall be available to holders of DFC Holdings Units in connection with the Merger.

5.	THE IPO

5.1

The IPO

(a)

The IPO will be managed by Total Produce in consultation with the Steering Committee. Decisions of the Steering Committee will be made by vote of a majority of the full Steering Committee. In the event of a tie vote of the members of the Steering Committee, Total Produce will decide the matter.

(b)

Subject to such reasonable requests as may be made by the Total Produce Parties, the C&C Parties will cooperate in the timely preparation and provision of such information and documentation, and shall take such other actions, as are reasonably required by the Total Produce Parties to effect the IPO and to satisfy the IPO Conditions, including the following:

(i)

the preparation of the IPO Registration Statement in a manner consistent with Clause 8.6, including financial statements and other financial information required to be included in the IPO Registration Statement;

(ii)

the preparation of responses to the SEC, a Qualified Exchange or any other Relevant Authority in connection with the IPO Registration Statement or otherwise relating to the IPO;

(iii)

the participation in due diligence sessions and the provision of reasonable access to documents and other information in connection with customary due diligence investigations;

(iv)

the receipt by the Underwriters in the IPO of customary accountants’ comfort letters with respect to the financial information included in the IPO Registration Statement;

(v)

upon reasonable advance notice and during normal business hours, the participation in a reasonable number of requested and customary meetings, presentations and road shows in connection with the marketing of the IPO; and

(vi)

the provision of reasonable assistance (including participating in drafting sessions) with the preparation of marketing materials for the IPO, including investor presentations and similar documents customarily required in connection with initial public offerings.

(c)

Total Produce shall retain the right to terminate the IPO at any time in its sole discretion and New Dole shall not enter into any binding commitment with the Underwriters in the IPO or other potential purchasers of IPO Shares to give effect to the IPO without the prior written consent of the Total Produce Board.

(d)

The Total Produce Board (or a duly authorized pricing committee of directors), in consultation with the Underwriters in the IPO, will determine (i) the offer price in the IPO for a New Dole Share (the “IPO Price”) and the range therefor and (ii) the size of the IPO.

(e)

The net proceeds to New Dole from the IPO will be used to repay outstanding indebtedness of New Dole and its Subsidiaries, the costs of the transactions contemplated hereby (except as otherwise provided for in the Expense Reimbursement Agreement) or for such other purposes as the New Dole Board may determine.

(f)

The C&C Parties shall execute and deliver the IPO Underwriting Agreement and enter into such other documentation and give such undertakings, representations and warranties and indemnities as are customary in a secondary sale or reasonably required pursuant to the IPO Underwriting Agreement.

(g)

On or prior to the first public filing of the IPO Registration Statement (or such later date prior to completion of the IPO as may be specified by the managing underwriter in the IPO), each of Total Produce and TP USA (to the extent such Persons own New Dole Shares) and the C&C Parties shall enter into a customary lock-up agreement with the Underwriters in the IPO on such terms as the Underwriters in the IPO may reasonably require; provided, that (i) except as provided in Clause 5.2(a), each such lock-up agreement shall terminate no later than 180 days after the date of the final IPO prospectus, (ii) the obligations in this Clause 5.1(g) shall apply to the C&C Parties only if all officers and directors of New Dole are subject to similar restrictions and New Dole or the Underwriters obtain a similar agreement from the Persons set forth in Section 5.1(g) of the Total Produce Disclosure Schedules and (iii) the C&C Parties shall be permitted to pledge their New Dole Shares as security for borrowings by the C&C Parties to the extent that any resulting sale of New Dole Shares will be subject to the restrictions in the lock-up agreement entered into by the C&C Parties. In the event any discretionary waiver or termination of the restrictions or agreements referenced in this Clause 5.1(g) is granted by New Dole or the Underwriters in the IPO to any such other Person as may be required to enter into a lock-up agreement, such waiver or termination also shall apply to the C&C Parties, pro rata, based on the number of New Dole Shares held by the C&C Parties and the shareholders receiving such waiver or termination. For the avoidance of doubt, the Parties agree and acknowledge that the terms of the IPO lock-up arrangements set forth in this Clause 5.1(g) shall be subject to the contractual agreement of the Underwriters in the IPO.

5.2

Post-IPO Share Sales and Registration Rights

(a)

Each of the C&C Parties may sell any of its respective Consideration Shares after a period of 90 days following the IPO but prior to the end of the lock-up period referenced in Clause 5.1(g) if and to the extent that New Dole is advised by the Underwriters in the IPO that such sale would not adversely affect overall shareholder value or the U.S. federal income tax treatment of the Share Exchange and such lock-up is waived by the Underwriters in the IPO. Without limitation of the foregoing sentence, after the sale of Consideration Shares in the IPO on a secondary basis consistent with Section 1.1 of the Total Produce Disclosure Schedules, up to 30% of the remaining aggregate Consideration Shares held by the C&C Parties may be sold prior to the end of the lock-up period referenced in Clause 5.1(g) if and to the extent that the following occurs after the IPO: (i) the closing price of a New Dole Share on the Qualified Exchange equals or exceeds 133% of the IPO Price for any 10 days on which the Qualified Exchange is open for trading (each such day, a “Trading Day”) within any 15 Trading Day period beginning 91 days following the IPO or (ii) the date on which New Dole completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of New Dole’s shareholders having the right to exchange their shares of common stock for cash, securities or other property.

(b)

Subject to the foregoing Clauses 5.1(g) and 5.2(a), sales of Consideration Shares by the C&C Parties may be undertaken with the benefit of the Registration Rights Agreement, subject to the terms and conditions thereof, including there being a current and effective resale registration statement covering such Consideration Shares; provided, that no such sales of Consideration Shares may be subject to a binding commitment at the time of the IPO.

6.	DISTRIBUTIONS AND TRANSFERS

Immediately following Completion,

(a)

DFC Holdings shall cause Dole OpCo to distribute each of (i) all right, title and interest in and to all equity interests of Dole Foods Flight Operations, Inc. (which shall be converted to a limited liability company immediately prior to Completion, and the resulting equity interests in such company being the “Flight Operations Equity”) and (ii) the C&C Promissory Note as a dividend to DFC Holdings;

(b)

Immediately thereafter, DFC Holdings shall distribute each of the Flight Operations Equity and the C&C Promissory Note as a dividend to TP USA; and

(c)

Immediately thereafter, TP USA shall transfer (i) the Flight Operations Equity to C&C Holdings in full satisfaction of TP USA Promissory Note 2 and (ii) the C&C Promissory Note to TMG in full satisfaction of TP USA Promissory Note 1 (the actions set forth in clauses (a)-(c), collectively, the “Distributions and Transfers”).

7.	REPRESENTATIONS AND WARRANTIES

7.1

Representations and Warranties of the C&C Parties

Each of the C&C Parties represents and warrants to the Total Produce Parties as follows:

(a)

Organization; Authorization. Such C&C Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite entity power and authority to carry on its business as now being conducted. Such C&C Party has all requisite entity power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which such C&C Party is or will be a party and to consummate the transactions contemplated hereby and thereby. The legal and beneficial owner of all of the equity interests in such C&C Party is DHM. The execution and delivery of this Agreement and the Ancillary Agreements to which such C&C Party is or will be a party, the performance by such C&C Party of its obligations hereunder and thereunder and the consummation by such C&C Party of the transactions contemplated hereby and thereby have been or will be, upon execution thereof, as applicable, duly authorized by all requisite entity action in accordance with applicable Law and the organizational documents of such C&C Party. This Agreement has been, and upon its execution or delivery each of the Ancillary Agreements to which such C&C Party is or will be a party will be, duly executed and delivered by such C&C Party and this Agreement constitutes, and upon its execution or delivery each of the Ancillary Agreements to which such

C&C Party is or will be a party will constitute, the legal, valid and binding obligation of such C&C Party, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and by general equitable principles.

(b)

No Violation. Except, in the case of clauses (ii) and (iii) below, for any such conflicts, violations, breaches, defaults, rights or Liens as would not materially impair or materially delay the ability of such C&C Party to consummate the transactions contemplated under this Agreement or any of the Ancillary Agreements to which such C&C Party is or will be a party or otherwise perform its obligations hereunder and thereunder, the execution, delivery and performance by such C&C Party of this Agreement and the Ancillary Agreements to which such C&C Party is or will be a party and the consummation of the transactions contemplated hereby and thereby will not:

(i)

violate, contravene or conflict with any provision of the limited liability company agreement, certificate of formation, charter documents, bylaws or similar organizational documents of such C&C Party;

(ii)

violate, contravene or conflict with any Law; or

(iii)

result in any violation, infringement or breach of, or constitute (with or without notice or lapse of time or both) a default under, or result in a loss of benefit under or give any Person any right to terminate, amend, accelerate or cancel, or result in the creation of any Lien (other than a Permitted Lien) on the Class A DFC Holdings Units pursuant to, any Contract to which such C&C Party is a party or by which the Class A DFC Holdings Units are bound or subject.

(c)

Consents and Government Approvals. No consent, approval or authorization of, or registration, declaration or filing with, or notice to, or action by, any Relevant Authority is required to be made or obtained by such C&C Party in connection with the authorization, execution and delivery by such C&C Party of, and performance by such C&C Party under, this Agreement and the Ancillary Agreements to which such C&C Party is or will be a party or the consummation of the transactions contemplated hereby or thereby, except (i) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws or (ii) where the failure to obtain such consent or waiver, or to take such action or make such filing or notification, would not materially impair or materially delay the ability of such C&C Party to consummate the transactions contemplated under this Agreement or any of the Ancillary Agreements to which such C&C Party is or will be a party or otherwise perform its obligations hereunder and thereunder.

(d)

Litigation. As of the date hereof, there is no Proceeding pending or, to the Knowledge of the C&C Parties, threatened in writing against such C&C Party, any of its Affiliates or any portion of their respective assets, by or before any Relevant Authority with respect to which there is a substantial possibility of a determination that questions the validity or legality of this Agreement or any of the Ancillary Agreements, as applicable, or that seeks to prevent such C&C Party from consummating the transactions contemplated by this Agreement or any of the Ancillary Agreements to which such C&C Party is or will be a party, as applicable.

(e)

No Brokers or Finders. Neither such C&C Party nor any of its Affiliates has retained any broker or finder, or agreed to pay or made any statement or representation to any such Person that would entitle such Person to any broker’s, finder’s or similar fees or commissions, in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

7.2

Representations and Warranties of DFC Holdings

DFC Holdings represents and warrants to the Total Produce Parties as follows:

(a)

Organization and Qualification; Authorization.

(i)

Each Dole Group Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite corporate or applicable entity power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly organized, validly existing and in good standing, or to have such entity power and authority, would not reasonably be expected to be material to the Dole Group Companies, taken as a whole. Each Dole Group Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which the nature of such Person’s business, properties or assets requires such Person to so qualify, except for jurisdictions in which the failure to be so qualified or authorized has not had a Material Adverse Effect.

(ii)

DFC Holdings has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which DFC Holdings is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which DFC Holdings is or will be a party, the performance by DFC Holdings of its obligations hereunder and thereunder and the consummation by DFC Holdings of the transactions contemplated hereby and thereby have been or will be, upon execution thereof, as applicable, duly authorized by all requisite limited liability company action in accordance with applicable Law and with the DFC Holdings LLC Agreement. This Agreement has been, and upon its execution or delivery each of the Ancillary Agreements to which DFC Holdings is or will be a party will be, duly executed and delivered by DFC Holdings and this Agreement constitutes, and upon its execution or delivery each of the Ancillary Agreements to which DFC Holdings is or will be a party will constitute, the legal, valid and binding obligation of DFC Holdings, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and by general equitable principles.

(b)

Capitalization. The authorized Equity Securities of DFC Holdings consist solely of (i) 550 Class A DFC Holdings Units, all of which are owned by the C&C Parties, and (ii) 450 Class B DFC Holdings Units, all of which are owned by TP USA.

(c)

Litigation. As of the date hereof, there is no Proceeding pending or, to the Knowledge of DFC Holdings, threatened in writing against any Dole Group Company or any portion of its properties or assets, by or before any Relevant Authority with respect to which there is a substantial possibility of a determination that questions the validity or legality of this Agreement or any of the Ancillary Agreements, as applicable, or that seeks to prevent any Dole Group Company from consummating the transactions contemplated by this Agreement or any of the Ancillary Agreements to which DFC Holdings is or will be a party, as applicable.

(d)

No Brokers or Finders. No Dole Group Company or any of its Affiliates has retained any broker or finder, agreed to pay or made any statement or representation to any Person that would entitle such Person to, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(e)

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in Clause 7.1 and this Clause 7.2 and in the Ancillary Agreements, none of the C&C Parties, DFC Holdings or any of their respective Affiliates has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of any C&C Party, any Dole Group Company or any of its Affiliates, including any representation or warranty regarding any C&C Party, any Dole Group Company, the DFC Holdings Units, any properties or assets of any Dole Group Company, any liabilities of any Dole Group Company, any transaction contemplated by this Agreement or any of the Ancillary Agreements, any other rights or obligations to be transferred pursuant to this Agreement or any of the Ancillary Agreements or any other matter, and the C&C Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of any C&C Party, any Dole Group Company or any other Person.

7.3

Representations and Warranties of the Total Produce Parties

Each of the Total Produce Parties represents and warrants to the C&C Parties, except as set forth in (x) the corresponding sections or subsections of the disclosure schedules of Total Produce attached hereto (collectively, the “Total Produce Disclosure Schedules” and together with the C&C Disclosure Schedules, the “Disclosure Schedules”) or (y) the Total Produce Public Disclosures, as follows:

(a)

Organization; Authorization.

(i)

Each Total Produce Group Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its

properties and assets and to carry on its business as now being conducted, except where the failure to be so duly organized, validly existing and in good standing, or to have such entity power and authority, would not reasonably be expected to be material to the Total Produce Group Companies, taken as a whole. Each Total Produce Group Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which the nature of such Person’s business or assets requires such Person to qualify, except for jurisdictions in which the failure to be so qualified or authorized has not had a Material Adverse Effect.

(ii)

Such Total Produce Party has all requisite entity power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which such Total Produce Party is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Total Produce Party of this Agreement and the Ancillary Agreements to which such Total Produce Party is or will be a party and the consummation by such Total Produce Party of the transactions contemplated hereby and thereby have been or will be, upon execution thereof, as applicable, duly authorized by all requisite corporate or applicable entity action in accordance with applicable Law and with the organizational documents of each Total Produce Party. This Agreement has been, and upon its execution or delivery each of the Ancillary Agreements to which such Total Produce Party is or will be a party will be, duly executed and delivered by such Total Produce Party and this Agreement constitutes, and upon its execution or delivery each of the Ancillary Agreements to which such Total Produce Party is or will be a party will constitute, the legal, valid and binding obligation of such Total Produce Party, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and by general equitable principles.

(b)

No Violation. Except, in the case of clauses (ii) and (iii) below, for any such conflicts, violations, breaches, defaults, rights or Liens as would not have a Material Adverse Effect, the execution, delivery and performance by such Total Produce Party of this Agreement and the Ancillary Agreements to which such Total Produce Party is or will be a party and the consummation by such Total Produce Party of the transactions contemplated hereby and thereby will not:

(i)

violate, contravene or conflict with any provision of the charter documents, bylaws or similar organizational documents of any Total Produce Group Company;

(ii)

violate, contravene or conflict with any Law; or

(iii)

result in any violation, infringement or breach of, or constitute (with or without notice or lapse of time or both) a default under, or result in a loss of benefit under or give any Person any right to terminate, amend, accelerate or cancel, any Material Contract, result in any Debt Repayment Triggering Event or result in the creation of any Lien (other than a Permitted Lien) on any property or asset of a Total Produce Group Company.

(c)

Consents and Government Approvals. No consent, approval or authorization of, or registration, declaration or filing with, or notice to, or action by, any Relevant Authority is required to be made or obtained by any Total Produce Group Company in connection with the authorization, execution and delivery by any Total Produce Party of, and performance by such Total Produce Party under, this Agreement and the Ancillary Agreements to which such Total Produce Party is a party or the consummation of the transactions contemplated hereby and thereby, except (i) compliance in connection with the Act, (ii) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws, (iii) such filings with the Secretary of State of the State of Delaware as are necessary in connection with the Merger, (iv) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, applicable securities authorities and applicable securities exchanges, including such filings as are contemplated by Clause 8.6(a), (v) the passing of resolutions to be put before the Total Produce Shareholders at the EGM or (vi) where the failure to obtain such consent or waiver, or to take such action or make such filing or notification, would not have a Material Adverse Effect.

(d)

Capitalization.

(i)

As of the date of this Agreement, there are 410,724,962 Total Produce Shares in issue, including 22,000,000 Total Produce Shares held in treasury. As of the close of business on December 31, 2020, there were 393,774,962 Total Produce Shares outstanding on a Fully Diluted Basis.

(ii)

All of the outstanding Equity Securities of Total Produce and each Total Produce Principal Subsidiary have been duly authorized, validly issued and, to the extent applicable, are fully paid and non-assessable. As of the date of this Agreement, (A) neither Total Produce nor any Total Produce Principal Subsidiary has any outstanding Equity Securities or other securities directly or indirectly convertible into or exchangeable for its Equity Securities, (B) neither Total Produce nor any Total Produce Principal Subsidiary has any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities, and (C) there are no outstanding or authorized profit participation, stock appreciation, phantom equity or similar rights with respect to Total Produce or any Total Produce Principal Subsidiary. As of the date of this Agreement, neither Total Produce nor any Total Produce Principal Subsidiary is subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. There are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting of Equity Securities of Total Produce or any Total Produce Principal Subsidiary. All of the

outstanding Equity Securities of Total Produce and each Total Produce Principal Subsidiary are owned by Total Produce or another Subsidiary free and clear of all Liens except (A) Permitted Liens, (B) restrictions imposed by applicable Law or (C) Liens arising pursuant to the organizational documents of any non-wholly owned Total Produce Principal Subsidiary.

(e)

Announcements and Circulars; Financial Statements; Undisclosed Liabilities.

(i)

From January 1, 2019 through the date of this Agreement, Total Produce has timely made, or caused to be made, all disclosures required by the Market Abuse Regulation (EU) No. 596/2014 and material filings, announcements and disclosures required by the Irish Stock Exchange plc, trading as Euronext Dublin, or the London Stock Exchange to be made by Total Produce (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Total Produce Public Disclosures”).

(ii)

Through Completion each Total Produce Public Disclosure will comply, in each case, as of its filing date and as of the date of any amendment or filing that superseded the initial filing, in all material respects with the Market Abuse Regulation (EU) No. 596/2014 and the requirements of the Euronext Growth Market Rule Book as published by the Irish Stock Exchange plc, trading as Euronext Dublin, and the AIM Rules for Companies as published by the London Stock Exchange.

(iii)

The audited annual consolidated financial statements and the unaudited half year financial statements (including, in each case, any related notes) of the Total Produce Group Companies included in the Total Produce Public Disclosures were prepared in all material respects in accordance with IFRS then in effect and fairly present in all material respects the financial position of the Total Produce Group Companies as of, and the profits or losses and the cash flows of the Total Produce Group Companies for the accounting periods ended on, the relevant dates for which such financial statements are presented in the Total Produce Public Disclosures (subject, in the case of the unaudited half year financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including any related notes).

(iv)

No Total Produce Group Company is subject to any liability, whether actual, contingent, deferred or disputed, that is material to the business of the Total Produce Group Companies, taken as a whole, and that would be required to be disclosed or provided for in a consolidated balance sheet of the Total Produce Group Companies as of the date of this Agreement prepared in accordance with IFRS, other than (A) as disclosed (1) in the audited annual consolidated statements and the unaudited half year financial statements (including, in each case, any related notes) or (2) in any Total Produce Public Disclosure since January 1, 2019, (B) liabilities incurred in the ordinary course of business consistent with past practice since January 1, 2019, (C) liabilities incurred in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or (D) as would not have a Material Adverse Effect.

(f)

Absence of Changes or Events. Except as contemplated by this Agreement or the Ancillary Agreements, from January 1, 2019 through the date of this Agreement, (i) the Total Produce Group Companies have conducted their respective businesses in all material respects in the ordinary course consistent with past practice and (ii) no change, event, circumstance, development or effect has occurred that, individually or in the aggregate with other changes, events, circumstances, developments or effects, has had a Material Adverse Effect.

(g)

Proprietary Rights. Except as would not have a Material Adverse Effect:

(i)

Each Total Produce Group Company is the sole and exclusive owner of (or jointly owns with one or more other Total Produce Group Companies) all right, title and interest in and to each item of Registered Total Produce IP, free and clear of all Liens except Permitted Liens. No Proceeding (including any opposition, cancellation or review Proceeding) is settled or pending, and such Total Produce Party has not received written notice in the two-year period preceding the date hereof, challenging (A) the validity or enforceability of any issued Registered Total Produce IP or (B) such Total Produce Group Company’s title to any Registered Total Produce IP. The Total Produce Group Companies have taken steps that are, as a whole, reasonable to preserve the confidentiality of all trade secrets included in the Total Produce Intellectual Property;

(ii)

(A) To the Knowledge of Total Produce, each Inbound License and Outbound License is enforceable and in full force and effect and (B) neither any Total Produce Group Company nor, to the Knowledge of Total Produce, any other party to any Inbound License or Outbound License, is in material breach of or default under any Inbound License or Outbound License;

(iii)

To the Knowledge of Total Produce, (A) no Total Produce Group Company has infringed or otherwise violated, and such Total Produce Group Company’s business as currently conducted does not infringe or otherwise violate, any Intellectual Property of any Person (other than any other Total Produce Group Company), (B) no Person has infringed or otherwise violated, or is infringing or otherwise violating, any material Total Produce Intellectual Property that has had, or would reasonably be expected to have, a material effect on any Total Produce Group Company, (C) no Proceeding is pending, and no Total Produce Group Company has received within the two-year period immediately preceding the date hereof any written notice (including any offer to take a license) from any Person, asserting that such Total Produce Group Company is infringing or otherwise violating the Intellectual Property of such Person and (D) no Proceeding is pending asserting that any Person is infringing or otherwise violating any Total Produce Intellectual Property; and

(iv)

To the Knowledge of Total Produce, (A) no information technology systems (including any outsourced systems) used by any Total Produce Group Company in its business as currently conducted have been materially breached, (B) each Total Produce Group Company is in compliance with (1) all binding policies implemented by such Total Produce Group Company relating to the collection, use, storage, processing, transfer, disclosure and protection by such Total Produce Group Company of personal information regulated or protected by applicable Laws, and (2) all applicable Laws relating to data privacy, use, protection, destruction, breach notification or transfer, and (C) no Proceeding is settled or pending, and no Total Produce Group Company has received any written notice from any Person or Relevant Authority, alleging a violation of any such policies or applicable Laws.

(h)

Material Contracts. Except as would not have a Material Adverse Effect, (i) each Material Contract is in full force and effect and is valid, binding and enforceable against the Total Produce Group Company that is a party thereto and, to the Knowledge of Total Produce, the other parties thereto in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and general equity principles and (ii) no Total Produce Group Company is in breach or default under any Material Contract and, to the Knowledge of Total Produce, no other party is in breach or default, under any such Material Contract.

(i)

Litigation. As of the date hereof, there is no Proceeding pending or, to the Knowledge of Total Produce, threatened in writing against any Total Produce Group Company or involving any of their respective properties or assets that, if adversely determined, would have a Material Adverse Effect. As of the date hereof, none of the Total Produce Group Companies is subject to any unsatisfied Order that would have a Material Adverse Effect. To the Knowledge of Total Produce, no investigation is pending with respect to any Total Produce Group Company that, if adversely determined, would have a Material Adverse Effect.

(j)

Compliance with Laws.

(i)

None of the Total Produce Group Companies has since January 1, 2019 violated or is violating any Laws applicable to the conduct, ownership, use, occupancy or operation of its business, properties and assets, including (A) any Laws applicable to the ownership or operation of vessels, trucks or similar conveyances and (B) any Laws related to the import or export of food products (including requirements related to customs and import duties, labeling and notification), in each case except for violations the existence of which have not had a Material Adverse Effect.

(ii)

Except as would not have a Material Adverse Effect, each Total Produce Group Company (A) is, and has been since January 1, 2019, in compliance with all Food Safety Requirements, including for purposes of clarification and not by way of additional requirement, possessing all registrations under the U.S. Federal Food Drug & Cosmetic Act or any analogous Law of any other Relevant Authority, and (B) has prepared and is in compliance with a food hazard control and management program.

(iii)

Except for ordinary course inquiries or inspections by Relevant Authorities or as may relate to noncompliance that would not have a Material Adverse Effect, no Total Produce Group Company is presently subject to, nor has received since January 1, 2019, any notice of, any Proceeding that remains unresolved related to noncompliance with Food Safety Requirements.

(iv)

Except as would not have a Material Adverse Effect, since January 1, 2019, there has not been, nor is there currently under consideration by any Total Produce Group Company or, to the Knowledge of Total Produce, any Relevant Authority, any recall or market withdrawal of any food product sold by any Total Produce Group Company, and to the Knowledge of Total Produce, no facts or circumstances exist that would reasonably likely be expected to result in any such recall or market withdrawal.

(v)

Except as would not have a Material Adverse Effect, to the Knowledge of Total Produce, (A) each Total Produce Group Company, if subject to PACA, has each registration which is required under applicable Law, and has currently paid all suppliers entitled to payment liens under PACA, or has sufficient reserves to pay such amounts as may be due on a current basis and (B) no existing inventory of any Total Produce Group Company is subject to any Lien under PACA or any similar state Law.

(k)

Health, Safety and Environment. Except as would not have a Material Adverse Effect:

(i)

Each Total Produce Group Company is, and has been since January 1, 2019, in compliance with all applicable Environmental and Safety Requirements;

(ii)

Each Total Produce Group Company has obtained, maintained, and since January 1, 2019 has complied with, all material Permits required under Environmental and Safety Requirements to operate its properties and assets;

(iii)

To the Knowledge of Total Produce, there has been no release of any Hazardous Materials or other conditions present in, at, under, about or migrating to or from any Owned Real Property, or any (A) Total Produce Lease, (B) formerly owned or operated property or (C) third-party site at which any Total Produce Group Company is responsible by Law for treatment, storage or disposal of Hazardous Materials, that could give rise to, result in, or serve as a basis for material Losses to any Total Produce Group Company; and

(iv)

No Total Produce Group Company is presently subject to, or has received any notice of, any Proceeding that remains unresolved related to any actual or alleged (A) noncompliance with Environmental and Safety Requirements, (B) presence or release of any Hazardous Materials that would reasonably be expected to give rise to, or result in, or serve as a basis for material Losses any Total Produce Group Company or (C) other material liability or obligation under any Environmental and Safety Requirements.

(l)

Taxes.

(i)

The Total Produce Parties have filed all material Tax Returns required to have been filed by them under applicable Law, all such Tax Returns are true, correct and complete in all material respects, and, except as would not have a Material Adverse Effect, each Total Produce Party has paid or deposited (or caused to be paid or deposited) all Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(ii)

Each Total Produce Party has established (in accordance with and to the extent required by GAAP or IFRS, as applicable) reserves for any material amount of Taxes for which it will be liable with respect to any taxable period (or portion thereof) ending on or before the Completion Date.

(iii)

Except as would not have a Material Adverse Effect, each Total Produce Party has timely withheld and paid to the appropriate Tax authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, equity interest holder, or other third-party.

(iv)

No Total Produce Party is currently the subject of a Tax audit or examination with respect to a material amount of Taxes that has not been resolved or completed, or has been informed in writing of the commencement or anticipated commencement of any such Tax audit or examination.

(v)

No Total Produce Party has consented to extend or waive the time in which any material amount of Tax may be assessed or collected by any taxing authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

(vi)

No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax authority with respect to any Total Produce Party, in each case, that would materially affect the liability for Taxes of New Dole or any of its Subsidiaries (including the Total Produce Parties) after Completion.

(vii)

To the Knowledge of Total Produce, no Total Produce Party is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4.

(viii)

There are no Liens for a material amount of Taxes on any assets of a Total Produce Party other than Permitted Liens.

(ix)

During the two-year period ending on the date of this Agreement, no Total Produce Party was a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.

(x)

No Total Produce Party (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which a Total Produce Party or any of its Subsidiaries is or was the common parent) or (ii) has any material liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-United States Law), as a transferee or successor or by contract (other than commercial agreements or arrangements entered into in the ordinary course of business not primarily related to Taxes).

(xi)

To the Knowledge of Total Produce, no written claims have been made by any Tax authority in a jurisdiction where a Total Produce Party does not file Tax Returns that such Total Produce Party is or may be subject to taxation by that jurisdiction.

(xii)

No Total Produce Party is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreement (other than any such agreement entered into in the ordinary course of business that is not primarily related to Taxes) and no Total Produce Party is a party to any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes (excluding any arrangement with the C&C Parties, including TP USA’s investment in DFC Holdings).

(xiii)

Except as would not have a Material Adverse Effect, since December 31, 2018, no Total Produce Party has made, changed or rescinded any material Tax election, settled or compromised any material claim relating to Taxes, consented to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or adopted or changed any Tax accounting method.

(xiv)

New Dole will not be an investment company within the meaning of Section 351(e)(1) of the Code and Treasury Regulations Section 1.351-1(c)(1)(ii) at or prior to Completion. There is no current plan or intention for New Dole to cease its corporate existence.

(xv)

The Total Produce Parties have been engaged in the active conduct of a trade or business outside of the United States, within the meaning of Section 1.367(a)-2 of the Treasury Regulations, for the entire 36-month period ending on the date of this Agreement (the “Section 367(a) Active Business”), and the Total Produce Parties have no intention to substantially dispose of or discontinue the Section 367(a) Active Business.

(xvi)

Except as would not have a Material Adverse Effect, no Total Produce Party will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) beginning after the Completion Date as a result of (A) any change in method of accounting or use of an improper method of accounting for a Tax period ending on or prior to the Completion Date, (B) any installment sale or open transaction disposition made prior to Completion, (C) any deferred revenue or prepaid amounts received prior to Completion, or (D) election under Section 108(i) of the Code (or comparable provision of state, local, or non-U.S. law).

The representations and warranties made by the Total Produce Parties in, Clause 7.3(f), this Clause 7.3(l) and Clause 7.3(m) are the sole and exclusive representations and warranties made by the Total Produce Parties regarding Taxes or other Tax matters.

(m)

Employee Benefit Plans. Except as would not have a Material Adverse Effect:

(i)

There are no material Proceedings or claims by participants pending or threatened against any Employee Benefit Plan or Foreign Benefit Plan (other than routine claims for benefits) and neither any Total Produce Group Company nor any of its Representatives has breached any of its fiduciary duties under Sections 404(a) or 405(a) of ERISA with respect to any Foreign Benefit Plan or has engaged, or caused another Person to engage, in a non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, involving the assets of any Foreign Benefit Plan;

(ii)

Each of the Employee Benefit Plans and each of the Foreign Benefit Plans and all related trusts, insurance contracts and funds have been established, maintained, funded and administered in compliance with their terms and applicable Law;

(iii)

Each Foreign Benefit Plan that is intended to be tax qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely on a favorable opinion letter from the IRS, in either case, that has not been revoked, and, to the Knowledge of Total Produce, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification taking into account available mitigation or remediation options;

(iv)

No material Foreign Benefit Plan is, and neither any Total Produce Group Company nor any ERISA Affiliate has maintained, established, sponsored, participated in, or contributed to, in each case, at any time within the last six years, or has any actual or contingent liability with respect to, a Title IV Plan, a material Multiemployer Plan or a material

“multiple employer plan” (within the meaning of Section 413(c) of the Code), in each such case, excluding any Foreign Benefit Plans outside of the United States or government-mandated employee benefit plans, and no material Foreign Benefit Plan is a defined benefit pension plan;

(v)

No Total Produce Group Company has any material liability in respect of, or obligation to provide, post-employment or post-retirement medical or life or other welfare benefits to any current or future retired or terminated employee or other individual service provider of any Total Produce Group Company, whether under an Employee Benefit Plan or Foreign Benefit Plan, except as required under Section 4980B of the Code or any similar applicable Law; and

(vi)

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event) (A) entitle any current or former employee or other individual service provider of any Total Produce Group Company to severance pay or compensation payments or any other benefits or rights with an aggregate value in excess of $500,000, (B) accelerate the time of payment, vesting or exercisability, or increase the amount of compensation or benefits due any such employee or individual service provider, (C) result in any material funding (through a grantor trust or otherwise) of compensation or benefits under any Employee Benefit Plan or Foreign Benefit Plan, or (D) result in the payment of any amount that would, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code.

Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by each Total Produce Party in this Clause 7.3(m) are the sole and exclusive representations and warranties made regarding the Total Produce Group Companies’ Employee Benefit Plans and Foreign Benefit Plans.

(n)

Employees; Labor Relations.

(i)

To the Knowledge of Total Produce, since January 1, 2019, and except as would not have a Material Adverse Effect, the Total Produce Group Companies have complied with all Laws pertaining to employment and employment practices including but not limited to Laws governing leaves of absence, employee classification, immigration control, health and safety, terms and conditions of employment, termination of employment, wages and hours, child labor, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance.

(ii)

Except as would not have a Material Adverse Effect, (A) no strike, slow down, lockout, material grievances, material arbitrations, work stoppages, picketing, hand billing, union organizational activity or other labor dispute (whether or not resolved) has occurred at any time during the past two years, and the Total Produce Group Companies are not

subject to any material charge, demand, petition or representation proceeding seeking to compel, require or demand any of them to bargain with any labor union or labor organization and (B) there is no pending or, to the Knowledge of Total Produce, threatened, and during the last year there has not been any, material unfair labor practice, employment, discrimination, harassment, retaliation, equal pay, worker classification or any other employment-related charge, complaint, grievance, arbitration or other Proceeding against any of the Total Produce Group Companies before any Relevant Authority.

(iii)

Except as would not have a Material Adverse Effect, the Total Produce Group Companies have not received (A) written notice of any charge or complaint with respect to or relating to them pending before any Relevant Authority responsible for the prevention of unlawful employment practices, (B) written notice of the intent of any Relevant Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (C) written notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of the Total Produce Group Companies, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(iv)

Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this Clause 7.3(n) are the sole and exclusive representations or warranties made regarding the Total Produce Group Companies’ employees and related matters (other than Employee Benefit Plans).

(o)

Real Property. Except as would not have a Material Adverse Effect, (i) each Total Produce Group Company has sole, good and marketable fee simple ownership title, or a local equivalent, to the real estate owned by such Total Produce Group Company (the “Owned Real Property”), free and clear of all Liens (other than Permitted Liens), (ii) each Total Produce Group Company has a good and valid leasehold interest in each Total Produce Lease, free and clear of all Liens (other than Permitted Liens), (iii) each Total Produce Lease is legal, valid, binding, enforceable and in full force and effect with respect to the parties thereto, and (iv) no Total Produce Group Company and, to the Knowledge of Total Produce, no other party to a Total Produce Lease, is in material breach of or default under any Total Produce Lease.

(p)

Issuance of the Consideration Shares. At the Merger Effective Time, New Dole shall have all necessary authority to issue the Consideration Shares. When issued in accordance with this Agreement, the Consideration Shares shall (i) be free and clear of all Liens (other than Liens arising under applicable securities Laws or restrictions set forth in the lock-up agreement contemplated by Clause 5.1(g)) and (ii) be of the same class of shares as the shares issued to the Total Produce Shareholders in the transactions contemplated by this Agreement.

(q)

No Brokers or Finders. Neither such Total Produce Party nor any of its Affiliates has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(R)

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Clause 7.3 (as modified by the Total Produce Disclosure Schedules) and in the Ancillary Agreements, neither such Total Produce Party nor any of its Affiliates has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of such Total Produce Party or any of its Affiliates, including any representation or warranty regarding such Total Produce Party, any transaction contemplated by this Agreement or any of the Ancillary Agreements, any other rights or obligations to be transferred pursuant to this Agreement or any of the Ancillary Agreements or any other matter, and such Total Produce Party hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of such Total Produce Party, any of its Affiliates or any other Person.

8.	ADDITIONAL AGREEMENTS

8.1

Pre-Completion Covenants

(a)

Conduct of Total Produce Business Prior to Completion. Except as otherwise required by Law, as otherwise expressly contemplated by or necessary to effectuate the transactions contemplated by this Agreement or any of the Ancillary Agreements (including in connection with the Financing), or for matters identified in Section 8.1 of the Total Produce Disclosure Schedules, during the period from the date of this Agreement until the earlier of (x) the Completion or (y) the date on which this Agreement is terminated in accordance with its terms (such period, the “Pre-Closing Period”), unless otherwise consented in writing by the C&C Parties (such consent not to be unreasonably withheld, conditioned or delayed), Total Produce and New Dole shall, and Total Produce shall cause the other Total Produce Group Companies to, conduct their respective business and operations in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve intact their business and the organizations, goodwill, business relationships of their businesses in all material respects. Without limiting the foregoing, except as otherwise required by Law, as otherwise expressly contemplated by or necessary to effectuate the transactions contemplated by this Agreement (including in connection with the Financing), or for matters identified on Section 8.1 of the Total Produce Disclosure Schedules, during the Pre-Closing Period, without the prior written consent of the C&C Parties (which consent shall not be unreasonably withheld, conditioned or delayed), Total Produce and New Dole shall not, and shall cause the other Total Produce Group Companies not to, undertake any of the following actions:

(i)

declare, set aside or pay any dividend or other distribution in respect of the Equity Securities of any Total Produce Group Company, other than regular cash dividends paid by Total Produce or dividends from any Total Produce Group Company to another Total Produce Group Company;

(ii)

incur, forgive, guarantee or modify any Indebtedness, except for (A) the incurrence of Indebtedness in the ordinary course of business, (B) the incurrence of loans or advances by a Subsidiary of Total Produce to (1) Total Produce or another wholly owned Subsidiary of Total Produce or (2) a non-wholly owned Subsidiary of Total Produce in the ordinary course of business, (C) any modifications of existing agreements evidencing indebtedness of Total Produce Group Companies reasonably necessary to consummate the transactions contemplated hereunder without directly or indirectly resulting in a default or event of default thereunder or (D) the incurrence of Indebtedness in connection with an acquisition permitted by Clause 8.1(a)(vi);

(iii)

redeem, purchase or otherwise acquire any of the Equity Securities of any Total Produce Group Company, other than redemptions or repurchases of (A) Equity Securities of Total Produce in the ordinary course of business or (B) outstanding share options of Total Produce immediately prior to or substantially concurrently with Completion;

(iv)

(A) sell, transfer, lease, license, abandon or otherwise dispose of any asset with a fair market value exceeding $20,000,000 (other than by a Total Produce Group Company to Total Produce or another Total Produce Group Company), or (B) create, incur or assume any Liens (other than a Permitted Lien) on any such assets, in each case other than in the ordinary course of business;

(v)

commence any proceeding for any voluntary liquidation, dissolution, or winding up of Total Produce, including initiating any bankruptcy proceedings on its behalf;

(vi)

acquire any business or Person, by merger or consolidation, purchase of substantially all of the assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, in each case other than any acquisition of any business, Person, assets or equity interests for aggregate consideration equal to less than $20,000,000; or

(vii)

authorize any of the foregoing, or agree or enter into any contract to do any of the foregoing.

(b)

Treatment of the Aircraft. During the Pre-Closing Period, unless otherwise consented in writing by the C&C Parties, Total Produce, TP USA and Dole OpCo shall, and shall cause the other Dole Group Companies to, maintain the Aircraft in a manner consistent with past practice and ensure that the Aircraft remains in normal operating condition for similar assets of a similar age, ordinary wear and tear excepted.

8.2

Further Assurances

Each of the Parties agrees that, upon the reasonable request of any other Party from time to time, it shall execute and deliver, or cause to be executed and delivered, such further instruments and take such other actions as may be necessary or desirable to carry out the transactions contemplated by this Agreement and the Ancillary Agreements.

8.3

Public Announcements; Confidentiality

(a)

The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement or any of the Ancillary Agreements shall be in the form of the Transaction Announcement. No Party shall issue or cause the publication of any press release or other public announcement relating to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby (whether before or after Completion) without the prior written consent of the Steering Committee (which consent shall not be unreasonably withheld, conditioned or delayed), except as any Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to (i) advise the non-disclosing Party before making such disclosure and (ii) provide the non-disclosing Party a reasonable opportunity to review and comment on such release or announcement and consider in good faith any comments with respect thereto).

(b)

No Party shall make publicly available this Agreement or any of the Ancillary Agreements (or any portion of this Agreement or any of the Ancillary Agreements) (whether before or after Completion) without the prior written consent of the Steering Committee, except as any Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to advise the Steering Committee before making such disclosure and, upon the request of the Steering Committee, the Parties will work together in good faith to agree and pursue appropriate confidential treatment requests with respect to this Agreement or any of the Ancillary Agreements). This Clause 8.3(b) shall not apply to disclosures by a Party to its Representatives, Affiliates, lenders or other financing arrangers, agents or sources (including the Financing Sources) and lenders or other financing arrangers, agents or sources (including the Financing Sources) of Affiliates, it being understood that such Representatives, Affiliates, lenders, other financing arrangers, agents or sources and lenders, other financing arrangers, agents or sources of Affiliates will be informed of the confidential nature of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby and will be directed to treat such information as confidential in accordance with the terms of this Agreement.

(c)

Each of the Parties shall hold, and shall cause its Representatives and Affiliates to hold, in confidence any and all information, whether written or oral, of, related to, arising from or concerning the negotiation and enquiries leading up to this Agreement and the Ancillary Agreements together with all transactions

contemplated therein, except to the extent that such information is (x) in the public domain through no fault of such Person, (y) lawfully acquired by such Person after Completion from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (z) intended to be disclosed pursuant to or in accordance with any provision in this Agreement or the applicable Ancillary Agreement. The Parties acknowledge and agree that nothing in this Agreement will be construed to prohibit (i) disclosures pursuant to applicable Law, (ii) disclosures in connection with any subpoena, Order or Proceeding by a Relevant Authority, (iii) disclosures required in connection with any Proceeding between the Parties, including to the extent reasonably necessary to enforce the Parties’ respective rights hereunder, (iv) disclosures in connection with Tax Returns or (v) disclosures required by applicable rules of any stock exchange or quotation system on which a Party or its Affiliates lists or trades securities; provided, that, in any such case, the disclosing Party will use its reasonable best efforts to advise Total Produce and the C&C Parties before making such disclosure and disclose only that portion of such information that the Person is advised by counsel in writing is legally required to be disclosed; provided, further, that such Person shall exercise commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. The obligations in this clause shall survive the termination of this Agreement.

(d)

To the extent required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities, the Parties agree that (i) the terms of the Share Exchange and the Merger shall be set out in the Transaction Announcement and the Scheme Document; and (ii) this Agreement and the Ancillary Agreements shall be available for inspection by the Total Produce Shareholders for the period required as part of the Scheme.

8.4

Notification of Certain Matters

(a)

Prior to Completion, the C&C Parties shall promptly notify Total Produce in writing of (i) to the C&C Parties’ Knowledge, any breach of any of the representations, warranties, covenants or agreements of the C&C Parties contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any C&C Party alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, to the C&C Parties’ Knowledge, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(b)

Prior to Completion, DFC Holdings shall promptly notify each of Total Produce and the C&C Parties in writing of (i) to DFC Holdings’ Knowledge, any breach of any of the representations, warranties, covenants or agreements of DFC Holdings contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any Dole Group Company alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, to DFC Holdings’ Knowledge, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(c)

Prior to Completion, the Total Produce Parties shall promptly notify the C&C Parties in writing of (i) to Total Produce’s Knowledge, any breach of any of the representations, warranties, covenants or agreements of the Total Produce Parties contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any Total Produce Party alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, to Total Produce’s Knowledge, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or any of the Ancillary Agreements.

8.5

Efforts to Close; Consents and Filings

(a)

Each Party shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements and satisfy the conditions set forth in Clause 9 as promptly as practicable and in no event later than the Outside Date, including to (i) obtain from Relevant Authorities and other Persons all consents, approvals, authorizations, qualifications and Orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) promptly, and in any event within 20 Business Days, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act; (iii) as promptly as practicable, make any other filings or draft filings (as appropriate) and submissions that may be required under any other applicable Antitrust Law; (iv) supply any additional information that may be required or requested by the Federal Trade Commission, the Department of Justice, the European Commission, the Registrar of Companies in Ireland, the High Court or other Relevant Authorities in which any such filings or submissions are made under any applicable Antitrust Laws as promptly as practicable; (v) cause the expiration or termination of the applicable waiting periods under any applicable Antitrust Laws as soon as reasonably practicable; and (vi) have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)

The C&C Parties shall, to the extent permitted by law, co-operate with the Total Produce Parties in good faith and to use all commercially reasonable efforts to procure co-operation by the Dole Group Companies with a view to satisfying timely the closing condition set out in Clause 9.1(c), including, to the extent necessary and on a confidential basis, providing timely all information reasonably required by the Total Produce Parties or any Relevant Authority in relation to the business of the Dole Group Companies or in relation to the C&C Parties and providing all information required by any Relevant Authority in relation to the business, provided that any such information shall be provided only to the Relevant Authority and/or, if necessary, to the Total Produce Parties’ advisors on a strictly confidential basis.

(c)

Unless prohibited by applicable Law or by the applicable Relevant Authority, each of the Total Produce Parties, the C&C Parties and DFC Holdings shall notify the Steering Committee of any meeting or material conversation (other than ministerial conversations) with any Relevant Authority in respect of this Agreement or any of the Ancillary Agreements and shall keep the Steering Committee reasonably apprised with respect thereto.

8.6

Preparation of IPO Registration Statement; IPO Cooperation

(a)

As promptly as reasonably practicable following the date hereof, the Total Produce Parties shall cause to be filed with or confidentially submitted to the SEC a registration statement on Form F-1 (or such other form as the Steering Committee may deem appropriate) with respect to the offer and sale of New Dole Shares in respect of the IPO (the “IPO Registration Statement”), and the C&C Parties shall provide such cooperation and assistance as Total Produce may reasonably require to effect such filing. Each of the Parties shall use all commercially reasonable efforts as the Total Produce Parties may reasonably require to have the IPO Registration Statement declared effective by the SEC (and any other non-U.S. government agencies, if any, that Total Produce determines in good faith to have jurisdiction over the IPO Registration Statement), to keep the IPO Registration Statement effective as long as is necessary to consummate the IPO. Each Party shall use all commercially reasonable efforts to take any action required to be taken by it under any applicable securities Laws in connection with the IPO, and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably required to be disclosed in the IPO Registration Statement under applicable securities Laws or reasonably requested by any Relevant Authority in connection with any such action. The Total Produce Parties will advise the other Parties, promptly after they receive notice thereof, of the time when the IPO Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the New Dole Shares issuable in connection with the IPO for offering or sale in any jurisdiction, or any request by the SEC for amendment of the IPO Registration Statement. If, at any time prior to Completion, any information relating to any of the Parties, or their respective Affiliates, officers or directors, should be discovered by any Party, and such information should be set forth in an amendment or supplement to the IPO Registration Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and, to the extent required by Law an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as applicable, disseminated to potential purchasers of IPO Shares in the IPO.

(b)

In connection with the IPO, DFC Holdings shall provide to Total Produce, and shall cause its Subsidiaries to, and shall use all commercially reasonable efforts to cause the respective officers, employees and advisors and other Representatives, including legal and accounting, of DFC Holdings and its Subsidiaries to, provide to Total Produce and its Subsidiaries such cooperation as may be reasonably requested by Total Produce, including (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with the Underwriters in the IPO, auditors and prospective investors, (ii) assisting with the preparation of presentation materials, the IPO Registration Statement, the prospectus and similar documents required or necessary in connection with the IPO, (iii) furnishing Total Produce as promptly as reasonably practicable with financial and other pertinent information regarding DFC Holdings and its Subsidiaries as may be reasonably requested by Total Produce to consummate the IPO, (iv) providing such documents and other information relating to DFC Holdings and its Subsidiaries as may be reasonably required to enable the execution and delivery of the IPO Underwriting Agreement and the delivery of any documents required thereunder, including any certificates or certifications, legal opinions, negative assurance letters or comfort letters, (v) obtaining the consents of DFC Holdings’ accountants for use of their reports on the audited financial statements of DFC Holdings in the IPO Registration Statement and any other materials relating to the IPO, (vi) obtaining DFC Holdings’ accountant’s comfort letters and DFC Holdings’ counsels’ customary legal opinions and negative assurance letters reasonably requested by the Underwriters in the IPO with respect to information related to DFC Holdings and its Subsidiaries, (vii) cooperating with requests for customary due diligence investigations, and (viii) providing on a timely basis such documentation and other information about DFC Holdings and its Subsidiaries as is reasonably requested in writing by Total Produce in advance of the Completion Date in connection with the IPO that relates to applicable “know your customer” and anti-money laundering rules and regulations.

8.7

Tax Matters

(a)

Intended Tax Treatment. For United States federal income tax purposes, it is intended that the Share Exchange, the Merger and the IPO, taken together, qualify as a transaction described in Section 351 of the Code (the “Intended Tax Treatment”). Each Party shall, and shall cause each of its respective Subsidiaries to, use reasonable best efforts to cause the Share Exchange, the Merger and the IPO to qualify for the Intended Tax Treatment, including considering and negotiating in good faith such amendments to this Agreement as may reasonably be required in order to obtain such qualification (it being understood that no Party shall be required to agree to any such amendment that, in the good faith judgment of such Party, would subject it to any material economic, legal, regulatory, reputational or other cost or detriment). No Party shall take any action, or allow any Subsidiary to take any action, that could reasonably be expected to preclude the Intended Tax Treatment. Each Party shall, and shall cause its Subsidiaries to, report the transactions contemplated by this Agreement in a manner consistent with the Intended Tax Treatment, except to the extent otherwise required by a determination within the meaning of Code Section 1313.

(b)

Gain Recognition Agreement.

(i)

New Dole acknowledges that the C&C Parties may enter into (and cause to be filed with the IRS) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8 in connection with the Merger (a “Gain Recognition Agreement”).

(ii)

Upon the written request of any C&C Party, New Dole shall use reasonable best efforts to furnish to such C&C Party such information as such C&C Party reasonably requests in connection with, (A) and is reasonably necessary to complete, such C&C Party’s preparation of a Gain Recognition Agreement, (B) the determination of whether there has been a gain “triggering event” under the terms of such Gain Recognition Agreement, and (C) the determination of the amount of gain, if any, resulting from any “triggering event” under the terms of such Gain Recognition Agreement.

(iii)

Each C&C Party shall promptly notify New Dole of any Gain Recognition Agreement filed by such C&C Party and the terms contained in such Gain Recognition Agreement, and shall thereafter keep New Dole informed of any actions undertaken by such C&C Party that result in such C&C Party recognizing gain with respect to its Gain Recognition Agreement; provided, however, that the failure to give such prompt notice shall not affect any Parties’ obligations under this Agreement except to the extent such Party is unable to comply with such obligations as a result of such failure.

(iv)

The C&C Parties will (A) if eligible to do so, timely file a new Gain Recognition Agreement in connection with any transaction requiring a Triggering Event Notification if necessary to preserve such C&C Party’s tax treatment afforded by its original Gain Recognition Agreement, (B) promptly notify New Dole of any such new Gain Recognition Agreement and the terms thereof, and (C) thereafter keep New Dole informed of any actions undertaken by such C&C Party that result in such C&C Party recognizing gain with respect to such new Gain Recognition Agreement; provided, however, that the failure to give such prompt notice shall not affect any Parties’ obligations under this Agreement except to the extent such Party is unable to comply with such obligations as a result of such failure.

(v)

Following the Completion Date, New Dole shall cause Dole OpCo to prepare or cause to be prepared and timely file the reporting statement contemplated by Treasury Regulations Section 1.367(a)-3(c)(6); provided, that the C&C Parties shall furnish to Dole OpCo such information in their possession as Dole OpCo reasonably requests in connection with, and is reasonably necessary to complete, the preparation of such reporting statement.

(c)

Code Section 367 Matters.

(i)

Triggering Event Notification. After Completion and until the expiration or termination of any C&C Party’s Gain Recognition Agreement or replacement Gain Recognition Agreement in accordance with Treasury Regulations Section 1.367(a)-8, New Dole shall provide such C&C Party with prior written notice before it or any of its Affiliates effects a transaction (or series of related transactions) that would reasonably be expected to constitute a “triggering event” described in Treasury Regulations Section 1.367(a)-8(j) with respect to such C&C Party’s Gain Recognition Agreement or replacement Gain Recognition Agreement or be considered “part of the same transaction” as the transactions contemplated by this Agreement within the meaning of Treasury Regulations Section 1.367(a)-3(d) (each, a “Triggering Event Notification”) (it being acknowledged and understood that no Triggering Event Notification shall be required in connection with any transaction (or series of related transactions) which is described in Section 8.7(c)(i) of the C&C Disclosure Schedules).

(ii)

Form of Notification. Any Triggering Event Notification shall be provided at least 30 days prior to the closing of the transaction (or series of transactions) described in the notification and shall include (A) a description of the transaction (or series of transactions), including a description of the amount and nature of the property to be transferred, a description of the amount of cash and any other property to be received in the transaction, and the date on which such transaction (or series of transactions) is intended to take place, (B) the name, address and U.S. taxpayer identification number (if any) of the transferee(s), and (C) any other information requested by such C&C Party that is reasonably necessary for such C&C Party to comply with its Gain Recognition Agreement or replacement Gain Recognition Agreement or file a new Gain Recognition Agreement in order to preserve such C&C Party’s tax treatment afforded by its original Gain Recognition Agreement.

(iii)

Consummation of Triggering Events. Neither New Dole nor any of its Affiliates will consummate any transaction (or series of related transactions) requiring a Triggering Event Notification unless:

(A)

New Dole and each C&C Party entitled to the Triggering Event Notification agree in writing that the transaction (or series of related transactions) does not constitute a “triggering event” described in Treasury Regulations Section 1.367(a)-8(j) that would cause any C&C Party to recognize gain with respect to its Gain Recognition Agreement (such agreement not to be unreasonably withheld, conditioned or delayed (provided, however, that for the avoidance of doubt, it shall not be unreasonable for a Party to withhold its agreement where such Party does not in good faith agree that the transaction does not constitute such a “triggering event”));

(B)

New Dole provides each C&C Party entitled to the Triggering Event Notification with a written opinion of an internationally recognized law or accounting firm reasonably acceptable to the C&C Parties stating that the transaction (or series of related transactions) “should not” constitute a “triggering event” described in Treasury Regulations Section 1.367(a)-8(j) that would cause any C&C Party to recognize gain with respect to its Gain Recognition Agreement; or

(C)

New Dole indemnifies and reimburses each C&C Party in accordance with Clause 8.7(c)(iv) for the Additional Tax Amount of such C&C Party as a result of such transaction (or series of transactions) prior to entering into or effecting such transaction (or series of transactions) (each, an “Intentional Triggering Event”).

(iv)

In the case of any Intentional Triggering Event, New Dole shall notify the C&C Parties in writing at least 30 days prior to entering into or effecting such Intentional Triggering Event. Within 15 days of receiving such written notice, the C&C Parties shall provide to New Dole a calculation of the additional Tax liability of the C&C Parties reasonably expected to result from the Intentional Triggering Event (as finally determined in accordance with this clause, the “Additional Tax Amount,” which for the avoidance of doubt will be calculated (x) to include any additional Tax liability of the C&C Parties resulting from receiving payment or reimbursement of the Additional Tax Amount, and (y) in a manner consistent with Clause 8.7(h)(ii)), together with any information and documentation reasonably necessary to determine the Additional Tax Amount. In the event New Dole disagrees with any determinations set forth in the calculation of the Additional Tax Amount, it shall provide notice to the C&C Parties of such disagreement within 15 days of receiving such calculation, and the Parties shall work in good faith to resolve such disagreement. If the Parties cannot resolve such disagreement within 10 days of New Dole providing notice of such disagreement, the disagreement shall be referred to an independent, internationally-recognized accounting firm reasonably acceptable to the Parties for determination, whose determination shall be binding and conclusive for all purposes of this Agreement. The Parties shall cooperate with such accounting firm and make available the records and workpapers necessary for its review. The fees and expenses of the accounting firm shall be allocated between the C&C Parties, on the one hand, and New Dole, on the other hand, in proportion to the relative success of the Parties, as determined by the accounting firm. New Dole shall pay the Additional Tax Amount, as finally determined under this Clause 8.7(c)(iv), to the C&C Parties prior to entering into or effecting such Intentional Triggering Event. The Parties agree that any payment by New Dole of the Additional Tax Amount is intended to be treated as additional consideration paid for the Class A DFC Holdings Units in the Merger for income tax purposes, and the Parties agree to file all Tax Returns consistent with such intention, unless otherwise required by applicable Law.

(v)

To the extent New Dole indemnifies a C&C Party for any Additional Tax Amount in connection with an Intentional Triggering Event or, as relevant, Unintentional Triggering Event or Specified Breach:

(A)

If, upon a C&C Party’s filing of a Tax Return reporting the results of an Intentional Triggering Event, (I) the additional Tax liability incurred by such C&C Party resulting from such Intentional Triggering Event, calculated in the manner described in Clause 8.7(c)(iv) (and which for the avoidance of doubt will take into account any additional Tax liability resulting from receiving any payment described in Clause 8.7(c)(iv) and this Clause 8.7(c)(v)(A) (the “Actual Additional Tax Amount”)), is less than the Additional Tax Amount paid pursuant to Clause 8.7(c)(iv) by New Dole to such C&C Party with respect to such Intentional Triggering Event, such C&C Party shall promptly reimburse New Dole for the excess of such Additional Tax Amount over the Actual Additional Tax Amount incurred, and (II) the Actual Additional Tax Amount is greater than the Additional Tax Amount paid pursuant to Clause 8.7(c)(iv) by New Dole to such C&C Party with respect to such Intentional Triggering Event, New Dole shall promptly reimburse such C&C Party for the excess of such Actual Additional Tax Amount over the Additional Tax Amount.

(B)

Upon any taxable disposition by a C&C Party of any Consideration Shares, such C&C Party shall pay to New Dole an amount equal to the Tax Savings realized by such C&C Party on such disposition due to such Intentional Triggering Event, Unintentional Triggering Event or Specified Breach (and specifically, due to the increase in tax basis in such Consideration Shares resulting from the gain caused by such Intentional Triggering Event, Unintentional Triggering Event or Specified Breach). With respect to any disposition of Consideration Shares, the “Tax Savings” on account of any particular Intentional Triggering Event, Unintentional Triggering Event or Specified Breach shall be calculated as (x) the reduction in income Taxes (determined on a “with or without” basis) that would be realized by the C&C Parties on a disposition of all Consideration Shares due to the increase in Tax basis in such Consideration Shares that resulted from any gain recognized in connection with such Intentional Triggering Event, Unintentional Triggering Event or Specified Breach (the “Overall Tax Savings”), multiplied by (y) a percentage equal to the number of Consideration Shares being disposed of in such disposition divided by all Consideration Shares owned by the C&C Parties at the time of such disposition. For the avoidance of doubt, in no event will the C&C Parties be required to pay any Tax Savings to New Dole in excess of 100% of the Overall Tax Savings arising from any particular Intentional Triggering Event, Unintentional Triggering Event or Specified Breach. To the extent a C&C Party disposes of any Consideration Shares in a tax-deferred exchange, the principles of this Clause 8.7(c)(v) shall apply to the property received in such exchange.

Upon any disposition of Consideration Shares subject to this Clause 8.7(c)(v), the C&C Parties shall provide to New Dole a statement setting forth a calculation of (i) the amount realized on such disposition, (ii) the Tax basis held by the applicable C&C Party in such Consideration Shares, and (iii) the Tax Savings with respect to such disposition calculated in accordance with this Clause 8.7(c)(v), along with any workpapers or worksheets setting forth the manner in which any such calculations were made. Such statement shall be certified by DHM or an authorized signatory of the applicable C&C Party that disposed of the Consideration Shares.

(d)

Withholding. Each Party and the Exchange Agent shall be entitled to deduct and withhold from consideration otherwise payable pursuant to the transactions contemplated by this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to or deposited with the Relevant Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

(e)

Pass-Through Tax Returns. New Dole shall prepare and file, or cause to be prepared and filed, all income Tax Returns of DFC Holdings relating to a taxable period (or portion thereof) ending on or before the Completion Date with a due date after the Completion Date (the “Pass-Through Tax Returns”). All Pass-Through Tax Returns shall be prepared in accordance with the past practice of DFC Holdings, unless otherwise required by applicable Law. At least 30 days prior to the date on which any Pass-Through Tax Return is required to be filed (taking into account any valid extensions), New Dole shall submit such Tax Return to the C&C Parties, shall reflect thereon any reasonable comments of the C&C Parties thereto, and shall not file such Tax Return without the consent of the C&C Parties (not to be unreasonably withheld, conditioned, or delayed). The C&C Parties shall reasonably cooperate with New Dole in the preparation of such Pass-Through Tax Returns.

(f)

Tax Claims.

(i)

Each Party shall give prompt notice to the other Parties of the assertion of any claim, or the commencement of any Proceeding with respect to Taxes of DFC Holdings for any taxable period or Tax Return the income of which is passed through and reported on any Tax Return of the C&C Parties (each, a “Tax Claim”). The C&C Parties shall be entitled to direct and control the defense of any Tax Claim at their own expense; provided that for any Tax Claim that could reasonably be expected to affect the Tax liability of New Dole or any of its Subsidiaries after Completion (including any Tax Claim to which the Revised Partnership Audit Rules apply), New Dole may participate at its sole expense and will be kept informed of the material aspects of such Tax Claim, and the C&C Parties shall not (and shall not permit DFC Holdings to) settle or compromise any such Tax Claim without New Dole’s prior written consent (not to be unreasonably withheld, conditioned or delayed). New Dole shall control the defense of any Tax Claim that the C&C Parties elect not to control; provided that (i) the C&C Parties shall (A) take all

necessary steps to permit New Dole to control such defense (including appointing New Dole as the “partnership representative,” if applicable), and (B) be kept informed of all aspects of such Tax Claim, and (ii) New Dole shall not (and shall not permit DFC Holdings to) settle or compromise any such Tax Claim without the C&C Parties’ prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, each of the parties hereto agrees that with respect to any Tax Claim to which the Revised Partnership Audit Rules apply, an election pursuant to Section 6226(a) of the Code (or any corresponding elections under state and local law) shall be made.

(ii)

The C&C Parties shall give prompt notice to New Dole of the assertion of any claim or the commencement of any Proceeding the resolution of which could reasonably be expected to give rise to an indemnity claim against New Dole under Clause 8.7(i)(i)(A) (each, a “Specified Tax Claim”). With respect to any such Specified Tax Claim, the C&C Parties shall (A) keep New Dole informed of the material aspects of such Specified Tax Claim, (B) permit New Dole to participate at its sole expense with respect to any portion of such Specified Tax Claim that relates to the subject matter of the Specified Tax Representation, and (C) not settle or compromise any portion of such Specified Tax Claim that relates to the subject matter of the Specified Tax Representation without New Dole’s prior written consent (not to be unreasonably withheld, conditioned or delayed), unless the C&C Parties agree in writing that such settlement or compromise will not give rise to an indemnity claim against New Dole under Clause 8.7(i)(i)(A).

(g)

Pass-Through Tax Actions. Except with the prior written consent of the C&C Parties (such consent not to be unreasonably withheld, conditioned or delayed), New Dole shall not (and shall not permit any of its Subsidiaries to) make or change any Tax election, change any Tax accounting method or annual Tax accounting period, file any amended Tax Return (except to the extent necessary to reflect the resolution of any Proceeding with respect to Taxes), enter into any closing agreement, extend or waive the limitation period applicable to any Tax claim or assessment, or surrender any right to claim a refund of Taxes, in each case that would have the effect of increasing the Income Tax liability of the C&C Parties for any taxable period (or portion thereof) ending on or before the Completion Date.

(h)

Tax Information.

(i)

From and after the date hereof, the Parties shall provide one another with all information and cooperation reasonably requested by a Party in connection with determining the Tax consequences of the transactions contemplated by this Agreement.

(ii)

The Parties agree and acknowledge that, for purposes of calculating any Additional Tax Amount, Actual Additional Tax Amount and indemnification payment under Clause 8.7(i)(i), each C&C Party’s basis in its Class A DFC Holdings Units at the time of the Merger shall not be

less than the applicable amount set forth in Section 8.7(h)(ii) of the C&C Disclosure Schedules, in each case as adjusted to reflect the impact of (A) any allocations or distributions made to such C&C Party by DFC Holdings between January 1, 2020 and the time of the Merger, and (B) any transactions contemplated by this Agreement, including the Pre-Closing Unit Sales.

(i)

Tax Indemnification.

(i)

From and after Completion, New Dole shall indemnify and hold harmless the C&C Parties from and against any and all Losses incurred by any C&C Party resulting from or incurred in connection with any (A) breach or inaccuracy in the Specified Tax Representation (a “Specified Breach”), and (B) Tax liability of any C&C Party arising under Code Section 367 or Treasury Regulation Section 1.367(a)-8 resulting from any action taken or transaction entered into or effected by New Dole or any of its Affiliates after Completion that does not constitute an Intentional Triggering Event (an “Unintentional Triggering Event”); provided, that such Losses, if any, are computed in a manner consistent with Clause 8.7(h)(ii) and (C) the C&C Parties’ Applicable Ownership Percentage of any Transfer Taxes imposed on New Dole (or any of its Subsidiaries) with respect to the Scheme, Scheme Documentation or Share Exchange, where “C&C Parties’ Applicable Percentage Ownership” shall mean the percentage of New Dole Shares owned, in the aggregate, by the C&C Parties (as a percentage of all New Dole Shares outstanding and issued at such time) at the time such Transfer Taxes are imposed or assessed by a Governmental Authority on New Dole (or its Subsidiaries).

(ii)

From and after Completion, each Party shall jointly and severally indemnify the other Parties for any and all Losses resulting from or incurred in connection with any Transfer Taxes allocated to such indemnifying Party under Clause 8.7(j).

(j)

Transfer Taxes. All transfer, documentary, sales, use, registration, stamp, stamp duty and other similar Taxes and fees (including any penalties and interest thereon, but excluding, for the avoidance of doubt, any Income Taxes) (together, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement or any Ancillary Agreement, except as provided in the following two sentences, shall be borne by New Dole. The C&C Parties shall bear Transfer Taxes, if any, incurred in connection with the (i) Pre-Closing Unit Sales, (ii) Distributions and Transfers, including any deemed transfer of the Aircraft pursuant to this Agreement, and (iii) conversion of Dole Foods Flight Operations, Inc. to a limited liability company. Total Produce shall bear Transfer Taxes, if any, imposed on New Dole or its Subsidiaries in connection with the Scheme, Scheme Documentation, or Share Exchange. Each Party shall, at its expense, timely file or cause to be filed all necessary Tax Returns and other documentation with respect to all Transfer Taxes as required by applicable Law, and the Parties shall reasonably cooperate with one another in connection with the preparation and filing of such Tax Returns.

(k)

Tax Treatment of Pending Claims Satisfaction. The Parties intend that the transfer by the C&C Parties of Class A DFC Holdings Units in satisfaction of the Pending Claims be treated as (i) a taxable exchange of such Class A DFC Holdings Units having an aggregate fair market value at the time of such exchange equal to the amount of the Pending Claims, and (ii) an adjustment to the amount paid by TP USA under the Securities Purchase Agreement. Each Party shall, and shall cause its Affiliates to, file all Tax Returns in a manner consistent with such intent, unless otherwise required by a determination within the meaning of Code Section 1313. The Flight Operations Equity shall, at the time of the Distributions and Transfers, be reported for all Income Tax purposes as having a fair market value equal to the face amount of TP USA Promissory Note 2; the Parties shall file all Tax Returns in a manner consistent therewith unless otherwise required by a determination within the meaning of Code Section 1313.

(l)

Section 732(f) Matters. The C&C Parties agree to reasonably cooperate and work in good faith to consider and, subject to the following proviso, effect amendments to the DFC Holdings LLC Agreement proposed by the Total Produce Parties intended to ensure that Section 732(f) of the Code does not cause a reduction in the basis of Dole OpCo’s assets in connection with the transactions contemplated by this Agreement; provided, that nothing in this Clause 8.7(l) shall require a C&C Party to agree to any amendment that, in the good faith judgment of such C&C Party, would subject it to any economic, legal, regulatory, reputational or other cost or detriment.

8.8

C&C Promissory Note

Effective as of the date of this Agreement, (a) the maturity date of the Promissory Note issued by certain Affiliates of the C&C Parties in favor of DFC Holdings dated June 30, 2020 (the “C&C Promissory Note”) shall be extended from February 7, 2021 to the Outside Date and (b) interest on the C&C Promissory Note shall become due and payable on the Outside Date. Except as expressly modified by this Clause 8.8, all of the terms, covenants, agreements and other provisions of the C&C Promissory Note shall remain in full force and effect in accordance with their respective terms.

8.9

Status Quo

The Parties acknowledge and agree that, from and after the date of this Agreement until Completion or, if earlier, the termination of this Agreement pursuant to Clause 11.1, (a) the DFC Holdings LLC Agreement and the Dole OpCo Bylaws shall continue in full force and effect in accordance with their respective terms and, accordingly, certain actions relating to the operations of DFC Holdings and Dole OpCo shall remain subject to a Majority Vote or Supermajority Vote pursuant to the DFC Holdings LLC Agreement or the Dole OpCo Bylaws, as applicable, and (b) the Aircraft shall remain available for use (i) by the Dole Group Companies in the ordinary course of business, (ii) by management of New Dole, Total Produce and DFC Holdings in connection with the transactions contemplated by this Agreement and (iii) by management of the C&C Parties consistent with the past practice of the Parties. For the avoidance of doubt, however, Section 8.4 of the DFC Holdings LLC Agreement shall not apply to the transactions contemplated by this Agreement and, accordingly, TP USA shall not be required to deliver the Second Tranche Exercise Notice or the Third Tranche Exercise Notice in respect of the transactions contemplated by this Agreement.

8.10

Section 16 Matters

Prior to the Merger Effective Time, the New Dole Board, or an appropriate committee of “non-employee directors” (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC and the procedures set forth in the Skadden, Arps, Slate, Meagher & Flom LLP SEC No-Action Letter (January 12, 1999) to approve in advance for the purpose of Rule 16b-3(d) the acquisition of New Dole Shares (including derivative securities with respect to New Dole Shares) pursuant to this Agreement and the Ancillary Agreements by any Person owning securities of DFC Holdings who is expected to become a director (including any of the C&C Parties to the extent considered a director by deputization) or officer (as defined under Rule 16a-1(f) under the Exchange Act) of New Dole following the Merger.

8.11

Financing Cooperation

Prior to the Completion Date, DFC Holdings shall provide to Total Produce, and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause the respective officers, employees and advisors and other Representatives of DFC Holdings and its Subsidiaries to, provide to Total Produce and its Subsidiaries such cooperation as may be reasonably requested by Total Produce in connection with arranging, obtaining, syndicating and consummating any debt financing, whether directly placed or broadly marketed or syndicated, with banks, financial institutions and/or institutional lenders or investors, whether in the “A” or “B” debt market or otherwise, to be obtained by Total Produce for the purpose of funding the transactions contemplated by this Agreement (such debt financing, the “Financing”) (provided that such requested cooperation does not unreasonably interfere with the business or operations of DFC Holdings and its Subsidiaries), including (i) causing DFC Holdings’ appropriate senior officers to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required or necessary in connection with the Financing or customarily provided in connection with the Financing, (iii) furnishing Total Produce as promptly as reasonably practicable with financial and other pertinent information regarding DFC Holdings and its Subsidiaries as may be reasonably requested by Total Produce to consummate the Financing (including the Required Financial Information), (iv) providing such documents and other information relating to DFC Holdings and its Subsidiaries as may be reasonably required to enable the delivery of any schedules to any definitive financing documents, customary certificates or certifications, customary legal opinions, negative assurance letters and customary comfort letters, (v) obtaining the consents of DFC Holdings’ accountants for use of their reports on the audited financial statements of DFC Holdings in any materials relating to the Financing, (vi) obtaining DFC Holdings’ accountant’s comfort letters and DFC Holdings’ counsel’s customary legal opinions and negative assurance letters reasonably requested by Total Produce or any Financing Source with respect to information related to DFC Holdings and its Subsidiaries, (vii) cooperating with requests for customary due diligence investigations, (viii) ensuring that the Financing benefits from the existing lender relationships of DFC Holdings and its Subsidiaries, (ix) providing at least five Business Days prior to the Completion Date such documentation and other information

about DFC Holdings and its Subsidiaries as is reasonably requested in writing by Total Produce at least 10 Business Days prior to the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, (x) reasonably assisting in the preparation of, and executing and delivering, any pledge, security, definitive financing agreements for the Financing and other customary financing documents, including guarantee and collateral documents and other certificates and documents as may be reasonably requested by Total Produce in connection with the Financing, (xi) facilitating the pledging of, granting of security interests in and obtaining perfection of any liens on, collateral in connection with the Financing (including delivery of original stock certificates and original stock powers of the Subsidiaries of DFC Holdings to the extent required in connection with the Financing), (xii) obtaining customary payoff letters (in form and substance reasonably acceptable to Total Produce) and lien terminations, if applicable, to the extent necessary to allow for the prepayment, payoff, discharge and termination in full of all obligations outstanding under the Dole Debt and giving (by the date required under the applicable Dole Debt) any necessary prepayment notice (which shall be conditioned on the consummation of the transactions contemplated by this Agreement) to allow for the prepayment, payoff, discharge and termination in full of the Dole Debt at the Completion Date, (xiii) with respect to the Dole Notes, issuing a notice of redemption at least 30 days but not more than 60 days before the redemption date agreed with Total Produce for all of the outstanding aggregate principal amount of the Dole Notes pursuant to the requisite provisions of the indenture governing the Dole Notes and taking any actions reasonably requested by Total Produce that are customary or necessary to facilitate the redemption and/or satisfaction and discharge of the Dole Notes pursuant to the applicable section of the indenture governing the Dole Notes; provided, that any such redemption and/or satisfaction and discharge must be conditioned on the consummation of the transactions contemplated by this Agreement, and (xiv) reasonably assisting Total Produce in obtaining any corporate credit and family ratings from any ratings agencies contemplated in connection with the Financing and reasonably cooperating with the marketing efforts of Total Produce in connection with the Financing; provided that (A) the DFC Holdings Board and officers of DFC Holdings prior to the Completion Date and the directors and officers of the Subsidiaries of DFC Holdings prior to the Completion Date shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, unless Total Produce shall have determined that such directors or officers are to remain as directors or officers, as applicable, of DFC Holdings or such Subsidiary of DFC Holdings, as applicable, after the Completion Date and except for such resolutions as are effective upon Completion, (B) neither DFC Holdings nor any of its Subsidiaries shall be required to execute, prior to the Completion Date, any definitive financing agreements, including any credit or other agreements in connection with the Financing, except for such agreements that are contingent upon Completion, and (C) except as expressly provided above, neither DFC Holdings nor any of its Subsidiaries shall be required to take any corporate actions prior to the Completion Date to permit the consummation of the Financing, except for such actions that are contingent upon Completion.

8.12

Steps to be Compliant with the Sarbanes-Oxley Act

DFC Holdings shall cooperate with New Dole and use commercially reasonable efforts to be compliant with the requirements of the Sarbanes-Oxley Act at the Completion Date or as soon as practicable thereafter.

8.13

Expense Reimbursement Agreement

Concurrently with the execution of this Agreement, the Parties have executed an Expense Reimbursement Agreement (the “Expense Reimbursement Agreement”). If Completion occurs, New Dole shall bear the costs of the Parties (other than New Dole) and Dole OpCo subject to and in accordance with the terms of the Expense Reimbursement Agreement. If Completion shall not occur, DFC Holdings shall cause Dole OpCo to bear the costs of the Parties subject to and in accordance with the terms of the Expense Reimbursement Agreement.

8.14

Logos

DFC Holdings hereby consents to the use of the logos of any Dole Group Company in connection with the Financing and authorizes the Financing Sources to download copies of such logos from its website for such purposes; provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage any Dole Group Company or the reputation or goodwill of any Dole Group Company and its or their marks.

9.	CONDITIONS

9.1

General Conditions to the Obligations of Each Party

The respective obligations of each Party to complete the Share Exchange and the Merger are subject to the satisfaction of each of the following conditions at or prior to Completion, any of which may be waived in writing by all Parties in their sole discretion:

(a)

Scheme Effectiveness. The Scheme shall have become effective by the registration of the Court Order by the Registrar of Companies.

(b)

Shareholder Approvals. The EGM Resolutions shall have been approved.

(c)

Government Approvals. (i) Any applicable waiting period (and any extensions thereof) under the HSR Act shall have expired, lapsed or been terminated (as appropriate); (ii) to the extent that the Commission has jurisdiction to examine all or part of the transactions contemplated by this Agreement under the EUMR or to the extent that all or part of the transactions contemplated by this Agreement are referred to the European Commission (the “Commission”) pursuant to Article 4(5) or Article 22 of the EUMR and the Commission obtains jurisdiction under the EUMR to examine the Share Exchange or the Merger, as the case may be, the issuing by the Commission of a final decision under Article 6.1(b), Article 6.2, Article 8(1) or Article 8(2) of the EUMR, declaring the Share Exchange or the Merger, as the case may be, compatible with the common market subject to the fulfilment of one or more conditions or obligations, if any; and (iii) to the extent that the Commission has jurisdiction to examine all or part of the transactions contemplated by this Agreement under the EUMR and subsequently all or part of the transactions contemplated by this Agreement are referred by the Commission under Articles 9(1) or 9(5) of the EUMR, or under Article 6(1) of Protocol 24 of the Agreement on the European Economic Area, to the Relevant Authority of one or member countries of the European Economic Area, the issuing by such Relevant Authority or Authorities (in case of a partial referral, in conjunction with a final decision of the Commission) of a final decision or decisions which satisfy (or together satisfy) the preceding clause (ii) (that clause being interpreted mutatis mutandis).

(d)

No Orders. No Order binding on the Parties shall be in effect that prohibits, enjoins or makes illegal Completion or any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements.

(e)

IPO Registration Statement. The IPO Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking any stop order.

(f)

Listing. The New Dole Shares shall have been approved for listing on a Qualified Exchange.

(g)

IPO Underwriting Agreement. The IPO Underwriting Agreement (containing the terms set forth or referenced in the definition of IPO Underwriting Agreement) shall have been executed by the Underwriters in the IPO.

(h)

Other Ancillary Agreements. The relevant Parties shall have executed and delivered, or shall have caused the applicable parties thereto to execute and deliver, each of the agreements listed in Section 9.1(h) of the Total Produce Disclosure Schedules.

(i)

DTC. New Dole shall have entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with The Depository Trust Company in respect of the New Dole Shares, both of which shall be in full force and effect.

9.2

General Conditions to the Obligations of the Total Produce Parties

The obligation of the Total Produce Parties to complete the Share Exchange and the Merger is subject to the satisfaction of each of the following conditions at or prior to Completion, any of which may be waived in writing by Total Produce in its sole discretion:

(a)

Representations and Warranties. The representations and warranties of the C&C Parties and DFC Holdings contained in this Agreement shall be true and correct in all respects on and as of the Completion Date with the same effect as if made on and as of the Completion Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect set forth therein) has not had a Material Adverse Effect with respect to the Dole Group Companies.

(b)

Performance of Covenants. The C&C Parties and DFC Holdings shall have performed in all material respects all of the covenants and obligations required to be performed by each of them under this Agreement prior to or at Completion.

(c)

U.S. Person Certificates. Each of the C&C Parties shall have delivered to New Dole a certificate dated as of the Completion Date, in form and substance reasonably acceptable to New Dole, certifying in accordance with Section 1446(f)(2) of the Code and Section 1.1445-2(b)(2) of the Treasury Regulations that such C&C Party is not a foreign person for purposes of Section 1445(b)(2) and Section 1446(f)(2) of the Code.

(d)

Closing Certificate. The C&C Parties and DFC Holdings shall have delivered to Total Produce a certificate, dated as of the Completion Date and signed by the C&C Parties and DFC Holdings’ Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Clause 9.2(a) and Clause 9.2(b) have been satisfied.

(e)

Resignations. DFC Holdings shall have delivered to Total Produce the written resignation of each officer and director of each Dole Group Company (other than any officer or director approved in writing by Total Produce), in each case, effective as of the Merger Effective Time, in form and substance reasonably acceptable to Total Produce, which shall include an acknowledgment that no compensation or liabilities are owed to any such officer or director by any Dole Group Company or any of their respective Affiliates. Where relevant, the C&C Parties shall have procured such resignations by their respective representatives on the DFC Holdings Board and the Dole OpCo Board.

(f)

Registration Rights Agreement. The C&C Parties shall have executed and delivered the Registration Rights Agreement.

9.3

General Conditions to the Obligations of the C&C Parties and DFC Holdings

The obligation of the C&C Parties and DFC Holdings to complete the Merger is subject to the satisfaction of each of the following conditions at or prior to Completion, any of which may be waived in writing by the C&C Parties in their sole discretion:

(a)

Representations and Warranties. The representations and warranties of the Total Produce Parties contained in this Agreement shall be true and correct in all respects on and as of the Completion Date with the same effect as if made on and as of the Completion Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect set forth therein) has not had a Material Adverse Effect with respect to the Total Produce Group Companies.

(b)

Performance of Covenants. The Total Produce Parties shall have performed in all material respects all of the covenants and obligations required to be performed by each of them under this Agreement prior to or at Completion.

(c)

Closing Certificate. The Total Produce Parties shall have delivered to the C&C Parties and DFC Holdings a certificate, dated as of the Completion Date and signed by Total Produce’s Chairman, Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Clause 9.3(a) and Clause 9.3(b) have been satisfied.

(d)

No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, circumstances, development or effect that has had a Material Adverse Effect with respect to the Total Produce Group Companies.

(e)

Registration Rights Agreement. New Dole shall have executed and delivered the Registration Rights Agreement.

9.4

Frustration of Closing Conditions

From and after the date of this Agreement until Completion or, if earlier, the termination of this Agreement pursuant to Clause 11.1, none of the C&C Parties or DFC Holdings shall, and each of them shall cause their respective Affiliates not to, take any action with the intent to delay or impede the satisfaction of the conditions set forth in Clause 9 and, if any such action is taken, each of the C&C Parties and DFC Holdings agrees to cure, and to cause their respective Affiliates to cure, such action as promptly as reasonably practicable after becoming aware thereof. None of the C&C Parties or DFC Holdings may rely, either as a basis for not consummating the transactions contemplated by this Agreement or terminating this Agreement and abandoning the transactions contemplated by this Agreement, on the failure of any condition set forth in Clause 9.1 or Clause 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s material breach of this Agreement.

10.

COMPLETION

Upon the terms and subject to the conditions set forth in this Agreement, Completion shall occur by electronic exchange of documents in the order set forth in this Clause 10. The date on which Completion actually occurs is referred to herein as the “Completion Date.”

10.1

Share Exchange

The completion of the Share Exchange shall take place on a date to be specified by Total Produce after the satisfaction or waiver of all of the conditions set forth in Clause 9 (other than those conditions that by their nature are to be satisfied at Completion, but subject to the satisfaction or waiver of those conditions at such time).

10.2

Merger

The completion of the Merger shall take place immediately following the completion of the Share Exchange.

10.3

Contribution

The completion of the Contribution shall take place immediately following or substantially concurrently with the completion of the Merger, or at such other time or on such other date as is agreed to in writing by the C&C Parties and Total Produce.

10.4

IPO

The completion of the IPO pursuant to the IPO Underwriting Agreement shall take place immediately following the completion of the Share Exchange, the Merger and the Contribution, or at such other date and time as is agreed to in writing by the C&C Parties and Total Produce.

10.5

Distributions and Transfers

The completion of the Distributions and Transfers shall take place immediately following the completion of the Share Exchange, the Merger, the Contribution and the IPO, or at such other date and time as is agreed to in writing by the C&C Parties and Total Produce.

11.

TERMINATION

11.1

Termination

This Agreement may be terminated at any time prior to Completion only as follows:

(a)

by Total Produce, upon written notice to the C&C Parties at any time in its sole discretion;

(b)

by the C&C Parties if Completion has not occurred on or before November 15, 2021 (the “Outside Date”); provided that the C&C Parties shall not be entitled to terminate pursuant to this Clause 11.1(b) if the failure of Completion to occur was proximately caused by or proximately resulted from the failure of the C&C Parties or DFC Holdings to perform or comply in any material respect with any of the covenants or agreements to be performed or complied with by any of them prior to Completion; or

(c)

by the C&C Parties if a final, nonappealable Order has been issued by any Relevant Authority having competent jurisdiction permanently restraining or prohibiting Completion; provided, however, that the C&C Parties shall not be entitled to terminate pursuant to this Clause 11.1(c) if the imposition of such Order was proximately caused by the failure of the C&C Parties or DFC Holdings to perform or comply in any material respect with any of the covenants or agreements to be performed or complied with by any of them prior to Completion.

11.2

Effect of Termination

(a)

Termination of this Agreement in accordance with Clause 11.1 shall not give rise to any liability of the Parties except as provided in the Expense Reimbursement Agreement. Clauses 8.3(c) and 12 of this Agreement shall survive, and continue in full force and effect, notwithstanding its termination.

(b)

Upon the Parties becoming entitled to a Reimbursement Payment, no other Party shall have any further liability in connection with the termination of this Agreement (for the avoidance of doubt, other than the obligation to pay Reimbursement Payments pursuant to the Expense Reimbursement Agreement), whether under the Expense Reimbursement Agreement or this Agreement or otherwise, to any of the C&C Parties or their Affiliates, provided, however, that nothing herein shall release any Party from liability for intentional breach or any Party from liability for Fraud or as provided for in Clause 8.3(c).

(c)

Each Party understands and confirms that termination of this Agreement shall be without prejudice to the provisions of the Expense Reimbursement Agreement.

12.

GENERAL

12.1

Notices

(a)

Any notice or other document to be served under this Agreement may be delivered by recognized overnight delivery service (with proof of service and a courtesy copy by electronic mail) or hand delivery in writing, or sent by electronic mail (including .pdf), to the Party to be served as follows:

(i)

if to DFC Holdings, to:

DFC Holdings, LLC

c/o Dole Food Company, Inc.

200 South Tryon

Charlotte, North Carolina 28105

Email: jared.gale@dole.com

Attention: General Counsel

with copy to:

Paul Hastings LLP

1999 Avenue of the Stars

Twenty-Seventh Floor

Los Angeles, California 90067

Email: davidhernand@paulhastings.com

Attention: David M. Hernand

Paul Hastings LLP

1117 California Avenue

Palo Alto, California 94304

Email: lindsaysparks@paulhastings.com

Attention: Lindsay R. Sparks

(ii)

if to the Total Produce Parties, to:

c/o Total Produce plc

29 North Anne Street

Dublin 7, D07 PH36

Ireland

Email: jdevine@totalproduce.com

Attention: Jacinta Devine, Company Secretary

with copy to:

Arthur Cox

Earlsfort Centre

Earlsfort Terrace

Dublin 2, Ireland

Email: stephen.hegarty@arthurcox.com

Attention: Stephen Hegarty

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Email: stephen.arcano@skadden.com

Attention: Stephen F. Arcano

and

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34th Floor

Los Angeles, California 90071

Email: david.eisman@skadden.com

Attention: David C. Eisman

(iii)

if to the C&C Parties, to:

c/o Castle & Cooke, Inc.

One Dole Drive

Westlake Village, California 91362

Email: rgores@castlecooke.com

Attention: Ryan S. Gores

with copy to:

Paul Hastings LLP

1999 Avenue of the Stars

Twenty-Seventh Floor

Los Angeles, California 90067

Email: davidhernand@paulhastings.com

Attention: David M. Hernand

Paul Hastings LLP

1117 California Avenue

Palo Alto, California 94304

Email: lindsaysparks@paulhastings.com

Attention: Lindsay R. Sparks

or such other postal address or email address as it may have notified to the other Party in writing in accordance with the provisions of this Clause 11.1.

(b)

Any notice or document shall be deemed to have been served:

(i)

if delivered by overnight delivery or by hand, at the time of delivery; or

(ii)

if sent by electronic mail, on the date of delivery, if delivered within any Party’s normal business hours.

12.2

Assignment

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. No Party shall assign all or any part of the benefit of, or rights or benefits under, this Agreement without the prior written consent of the other Parties; provided, that the Total Produce Parties may pledge this Agreement to any Financing Source as security for the obligation of such Financing Source in respect of providing the Financing, provided, further, that no such pledge will in any way affect the Total Produce Parties’ obligations or liabilities under this Agreement and the Total Produce Parties shall continue to remain liable for all such obligations and liabilities. Subject to the immediately preceding sentence, any attempted assignment in violation of this Clause 12.2 shall be void ab initio.

12.3

Counterparts

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and each Party may enter into this Agreement by executing a counterpart and delivering it to the other Party (by hand delivery, e-mail or otherwise).

12.4

Amendment

No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of the Parties, except that following approval by the Total Produce Shareholders there shall be no amendment to the provisions hereof which by Law requires further approval by the Total Produce Shareholders without such further approval nor shall there be any amendment or change not permitted under applicable Law. Notwithstanding the foregoing, Clause 12.2, this Clause 12.4, Clause 12.10(c), Clause 12.10(d), Clause 12.11 and Clause 12.13 (and any related definitions to the extent a modification, waiver or termination of such definitions would modify the substance of any of the foregoing provisions), may not be amended, modified, discharged, waived or terminated in a manner adverse to any Financing Source without the prior written consent of such Financing Source.

12.5

Entire Agreement

This Agreement, together with the Exhibits hereto, the Disclosure Schedules, the DFC Holdings LLC Agreement, the Securities Purchase Agreement and the Ancillary Agreements, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

12.6

Inadequacy of Damages

Each Party agrees that damages would not be an adequate remedy for any breach by it of this Agreement and accordingly each Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement.

12.7

Remedies and Waivers

No delay or omission by either Party to this Agreement in exercising any right, power or remedy provided by Law or under this Agreement shall:

(a)

affect that right, power or remedy; or

(b)

operate as a waiver of it.

The exercise or partial exercise of any right, power or remedy provided by Law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

12.8

Severability

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, that shall not affect or impair:

(a)

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b)

the legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this Agreement.

12.9

No Partnership and No Agency

(a)

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other cooperative entity between any of the Parties.

(b)

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, any Party the agent of any other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of any other Party to this Agreement.

12.10

Governing Law, Jurisdiction and Waiver of Jury Trial

(a)

This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any Law that would cause the Laws of any jurisdiction other than the State of Delaware to be applied.

(b)

Each of the Parties irrevocably agrees that the Delaware Court of Chancery in New Castle County, Delaware is to have exclusive jurisdiction to settle any

dispute arising out of or in connection with this Agreement (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such dispute, the United States District Court for the District of Delaware) and, for such purposes, irrevocably submits to the exclusive jurisdiction of such court. Any Proceeding shall therefore be brought in the Delaware Court of Chancery in New Castle County, Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware.

(c)

Notwithstanding anything to the contrary in this Agreement, any claim, controversy or dispute arising under or related in any way to the Financing (including any claim, controversy or dispute against or involving any Financing Source, including their respective successors and permitted assigns) shall be construed and governed in accordance with the Laws of the State of New York without regard to its Laws regarding conflicts of Law that would cause the application of the Laws of any jurisdiction other than the State of New York. Notwithstanding anything to the contrary in this Agreement, all actions and proceedings involving a Financing Source arising out of or relating to the Financing shall be heard and determined exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and, solely with respect to the Financing, the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts in any such Proceeding against the Financing Sources and irrevocably waive the defense of an inconvenient forum to the maintenance of any such Proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto.

(d)

EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED IN ANY WAY TO THE FINANCING, THE DEBT COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES UNDER THE DEBT COMMITMENT LETTER, THE PERFORMANCE THEREOF OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING ANY PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER, (III) IT MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE 12.10(D).

12.11

No Third-Party Beneficiaries

This Agreement shall inure exclusively to the benefit of and be binding upon the Parties and their respective successors, permitted assigns, executors and legal representatives. Other than as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer on any Person any rights, remedies, obligations or liabilities under or by reason of this Agreement; provided, that the Financing Sources shall be express third party beneficiaries of Clause 12.2, Clause 12.4, Clause 12.10(c), Clause 12.10(d), this Clause 12.11 and Clause 12.13, each such Clause shall expressly inure to the benefit of the Financing Sources and the Financing Sources shall be entitled to rely on and enforce the provisions of such Clauses.

12.12

No Survival of Representations and Warranties

None of the representations and warranties in this Agreement shall survive Completion or the termination of this Agreement.

12.13

No Recourse Against Financing Sources; Waiver of Certain Claims

Notwithstanding anything to the contrary contained in this Agreement, the Parties hereby agree that, (a) no Financing Source shall have any liability to DFC Holdings or any of its Affiliates or members or any other Person (other than Total Produce or any of its Subsidiaries with respect to their rights under the Debt Commitment Letter) relating to or arising out of the Merger, this Agreement, the transactions contemplated hereby or the Financing, the Debt Commitment Letter or any transactions contemplated by, or document related to, the foregoing (including any willful breach thereof, or the failure of the transactions contemplated hereby to be consummated), whether at law, in equity, in contract, in tort or otherwise, and (b) none of DFC Holdings or any of its Affiliates or members (other than Total Produce or any of its Subsidiaries with respect to their rights under the Debt Commitment Letter) shall have any rights or claims whatsoever, and each of DFC Holdings and its Affiliates and members (other than Total Produce or any of its Subsidiaries with respect to their rights under the Debt Commitment Letter) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind, against any of the Financing Sources under or in any way relating to this Agreement, the transactions contemplated hereby or in connection with the Financing, or otherwise in respect of the Merger or any of the other transactions contemplated by any of the foregoing, whether at law, in equity, in contract, in tort or otherwise. DFC Holdings, on behalf of itself and its Affiliates (other than Total Produce or any of its Subsidiaries with respect to their rights under the Debt Commitment Letter), hereby agrees that none of the Financing Sources shall have any liability or obligations to DFC Holdings or any of its Affiliates (other than Total Produce or any of its Subsidiaries with respect to their rights under the Debt Commitment Letter) relating to this Agreement or any of the transactions contemplated hereby or thereby (including with respect to the Financing). DFC Holdings, on behalf of itself and its Affiliates (other than Total Produce or any of its Subsidiaries with respect to their rights under the Debt Commitment Letter), hereby waives any and all claims and causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Financing Sources that may be based upon, arise out of or relate to this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby (including the Financing). Notwithstanding anything to the contrary contained in this Clause 12.13, the rights of DFC Holdings and its Affiliates from and after the Completion Date under any debt commitment letter or the definitive debt documents executed in connection with the Financing (but not, for the avoidance of doubt, under this Agreement) shall not be limited to the extent DFC Holdings and its Affiliates are party thereto.

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


GIVEN under the Common Seal				/s/ Carl McCann
of TOTAL PRODUCE PLC				Print Name: Carl McCann
and DELIVERED as a DEED				Title: Director

				/s/ Frank Davis
				Print Name: Frank Davis
				Title: Director

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


GIVEN under the Common Seal				/s/ Carl McCann
of PEARMILL LIMITED				Print Name: Carl McCann
and DELIVERED as a DEED				Title: Director

				/s/ Frank Davis
				Print Name: Frank Davis
				Title: Director

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


TOTAL PRODUCE USA HOLDINGS INC.

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: President

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


TP-DOLE MERGER SUB, LLC

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: President

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


DFC HOLDINGS, LLC

By:		/s/ Johan Lindén
		Name: Johan Lindén
		Title: President and Chief Executive Officer




By:		/s/ Jared Gale
		Name: Jared Gale
		Title: Vice President, General Counsel and Corporate Secretary

[Signature Page to Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


THE MURDOCK GROUP, LLC

By:		/s/ Gary Wong
		Name: Gary Wong
		Title: President, Chief Financial Officer and Treasurer



By:		/s/ Ryan Gores
		Name: Ryan Gores
		Title: Vice President, General Counsel and Secretary


CASTLE & COOKE HOLDINGS, INC.

By:		/s/ Gary Wong
		Name: Gary Wong
		Title: President, Chief Financial Officer and Treasurer



By:		/s/ Ryan Gores
		Name: Ryan Gores
		Title: Vice President, General Counsel and Secretary


DOLICIOUS CORPORATION

By:		/s/ Gary Wong
		Name: Gary Wong
		Title: President, Chief Financial Officer and Treasurer



By:		/s/ Ryan Gores
		Name: Ryan Gores
		Title: Vice President, General Counsel and Secretary

[Signature Page to Transaction Agreement]

EXECUTION VERSION

ANNEX A

Definitions

“$” means United States dollars, the lawful currency of the United States;

“€” means the single currency unit provided for in Council Regulation (EC) NO974/98 of 8 May 1990, being the lawful currency of Ireland;

“Act” means the Companies Act 2014, as amended;

“Actual Additional Tax Amount” shall have the meaning given to that term in Clause 8.7(c)(v)(A);

“Additional Tax Amount” shall have the meaning given to that term in Clause 8.7(c)(iv);

“Affiliate” means in relation to any person, another person that, directly or indirectly, controls, is controlled by, or is under common control with, such first person (as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise);

“Agreement” shall have the meaning given to that term in the Recitals;

“AIM” means the Alternative Investment Market operated by the London Stock Exchange plc;

“AIM Rules” means the AIM Rules for Companies published by the London Stock Exchange plc as in force from time to time;

“Aircraft” means that certain Bombardier Global Express aircraft owned by Dole Foods Flight Operations, Inc.;

“Aircraft Appraisal Value” means the fair market value of the Aircraft as of a date within 30 days prior to the Completion Date as determined by an independent appraiser obtained by DFC Holdings that is reasonably acceptable to Total Produce and the C&C Parties; provided, that such value would need to be reassessed and agreed by the Parties if the Aircraft were to be substantially damaged or destroyed between the date such independent appraisal is obtained and the Completion Date;

“Ancillary Agreements” means the Registration Rights Agreement, the Expense Reimbursement Agreement, the agreements set forth in Section 9.2(h) of the Total Produce Disclosure Schedules and all other agreements, certificates and instruments executed and delivered in connection with the transactions contemplated by this Agreement;

“Antitrust Laws” means the Sherman Act of 1980, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1941, the EUMR and any other Laws applicable to any of the Parties in any applicable jurisdiction that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition;

“Business Day” means any day, other than a Saturday, Sunday or a day on which banks in Los Angeles, California, Dublin, Ireland or London, United Kingdom are authorised or required by Law to be closed;

“C&C Disclosure Schedules” means the disclosure schedules of the C&C Parties attached hereto;

“C&C Holdings” shall have the meaning given to that term in the Preamble;

“C&C Parties” shall have the meaning given to that term in the Preamble;

“C&C Promissory Note” shall have the meaning given to that term in Clause 8.8;

“Castle” means Castle & Cooke, Inc., a Hawaii corporation;

“Certificate of Merger” means the certificate of merger with respect to the Merger, containing the provisions required by, and executed in accordance with, the DLLCA;

“Class A DFC Holdings Units” shall have the meaning given to “Class A Units” in the DFC Holdings LLC Agreement;

“Class B DFC Holdings Units” shall have the meaning given to “Class B Units” in the DFC Holdings LLC Agreement;

“Code” shall have the meaning given to that term in the Recitals;

“Commission” shall have the meaning given to that term in Clause 9.1(c);

“Companies Acts” means the Companies Acts 2014, as amended;

“Completion” means completion of the Share Exchange, effectiveness of the Merger and completion under the IPO Underwriting Agreement of the IPO;

“Completion Date” shall have the meaning given to that term in Clause 10;

“Consideration Shares” shall have the meaning given to that term in Clause 4.4(a)(i);

“Contract” means any oral or written contract, agreement, note, letter of credit, indenture, financial instrument, lease, license, bond, loan, mortgage, deed of trust, purchase order, bill of sale, commitment or other arrangement;

“Contribution” shall have the meaning given to that term in Clause 4.4(b)(ii);

“Court Meeting” means the meeting or meetings of the Total Produce Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 450 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment);

“Court Order” means the order or orders of the High Court sanctioning the Scheme under Section 453 of the Act;

“COVID-19” means the coronavirus (SARS-CoV-2 and the associated disease COVID-19) pandemic;

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“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive or guidelines promulgated by any Relevant Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act, as may be amended, the Families First Coronavirus Response Act and the Health (Preservation and Protection and Other Emergency Measures in the Public Interest) Act 2020, as may be amended;

“Debt Commitment Letter” means the commitment letter(s), dated as of the date hereof (including all schedules, exhibits, annexes and amendments thereto), providing for the Financing in respect of the transactions contemplated by this Agreement and all related fee letters;

“Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of, or lender under, any note, debenture or other Indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption, repayment, defeasance, discharge or refinancing of all or a portion of such Indebtedness by any Dole Group Company (when the term Debt Repayment Triggering Event is used to qualify representations and warranties of DFC Holdings) or any Total Produce Group Company (when the term Debt Repayment Triggering Event is used to qualify representations and warranties of the Total Produce Parties), as applicable given the usage of such term;

“DFC Holdings” shall have the meaning given to that term in the Preamble;

“DFC Holdings Board” means the board of managers of DFC Holdings;

“DFC Holdings LLC Agreement” shall have the meaning given to that term in the Recitals;

“DFC Holdings Units” shall have the meaning given to “Units” in the DFC Holdings LLC Agreement;

“DHM” means David H. Murdock, an individual;

“Disclosure Schedules” shall have the meaning given to that term in Clause 7.3;

“Distributions and Transfers” shall have the meaning given to that term in Clause 6(c);

“DLLCA” means the Delaware Limited Liability Company Act, as amended from time to time;

“Dole Debt” means that (a) that certain Credit Agreement, dated as of April 6, 2017, by and among DFC Holdings, Dole OpCo, Solvest Ltd., the lending institutions from time to time parties thereto and Bank of America, N.A., as administrative agent, and (b) that certain Credit Agreement, dated as of April 6, 2017, by and among DFC Holdings, Dole OpCo, the lending institutions from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, in each case as amended, restated, amended and restated, supplemented, or otherwise modified from time to time;

“Dole Group Companies” means, collectively, DFC Holdings and each of its direct and indirect Subsidiaries, and “Dole Group Company” means each of such entities individually;

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“Dole Notes” means the 7.25% Senior Secured Notes due 2025, issued by Dole OpCo pursuant to that certain Indenture, dated as of April 6, 2017, among the issuer, DFC Holdings, the other guarantors party thereto and Wilmington Trust, National Association, as trustee;

“Dole OpCo” means Dole Food Company, Inc., a North Carolina corporation;

“Dole OpCo Board” means the board of directors of Dole OpCo;

“Dole OpCo Bylaws” means the Second Amended and Restated Bylaws of Dole OpCo, dated as of July 31, 2018;

“Dole OpCo Shares” means all of the outstanding capital stock of Dole OpCo;

“Dolicious” shall have the meaning given to that term in the Preamble;

“EGM” means the extraordinary general meeting of the Total Produce Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be convened as soon as the preceding Court Meeting shall have been concluded or adjourned (it being understood that if the Court Meeting is adjourned, the EGM shall be correspondingly adjourned);

“EGM Resolutions” shall have the meaning given to that term in Clause 2.2(a);

“Employee Benefit Plan” means each “employee benefit plan” within the meaning of ERISA, whether written or oral, and any other compensatory or employee benefit plan, program, policy, agreement or arrangement covering any current or former employee, officer, director, independent contractor, consultant or other individual service provider of any Total Produce Group Company (or any dependent or beneficiary thereof), including, without limitation, any medical (including retiree medical), pension, retirement, life insurance, long-term disability, dental, welfare, vacation, fringe benefit, bonus, severance, change-in-control, retention, incentive, equity or equity-based, post-retirement, deferred compensation, employment, individual consulting or other benefit plan, program, policy, agreement or arrangement, in each case, that is established, sponsored, maintained or contributed to, or is required to be contributed to, by any Total Produce Group Company, or with respect to which any Total Produce Group Company has any liability, direct or indirect, contingent or otherwise;

“Environmental and Safety Requirements” means any Law or Permit that is related to (a) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment or natural resources, (b) health or safety as it relates to exposure or potential exposure to Hazardous Materials, (c) the release, threatened release or presence of any Hazardous Material, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control, regulations or similar activities with respect to any Hazardous Material, or (d) the management of any Hazardous Material, including the manufacture, generation, formulation, application, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material;

“Equity Securities” means (a) if a Person is a corporation, any shares, interests, participations or other equivalents (however designated) of capital stock of such corporation, (b) if a Person is a form of entity other than a corporation, any ownership interests in such form of entity, including membership interests, partnership interests, joint venture interests and beneficial interests, and (c) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any preemptive or similar rights), calls or other rights to purchase or acquire any of the foregoing;

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” means any Person that is or would be deemed a single employer together with any Total Produce Group Company under Sections 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA;

“EUMR” means the EC Merger Regulation;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“Exchange Agent” means a bank or trust company appointed by Total Produce (and reasonably acceptable to DFC Holdings) to act as exchange agent for the issuance of the Exchange Shares and the Consideration Shares;

“Exchange Record Date” means such date and time as the Total Produce Board shall specify as being the Exchange Record Date in an announcement addressed to Total Produce Shareholders;

“Exchange Shares” means the shares to be issued by New Dole for the benefit of the Total Produce Shareholders in accordance with Clause 2.3(b);

“Expense Reimbursement Agreement” shall have the meaning given to that term in Clause 8.13;

“Financing” shall have the meaning given to that term in Clause 8.11;

“Financing Sources” means the agents, arrangers, lenders and other entities (other than Total Produce and its Affiliates) that have committed to provide all or any part of the Financing, as parties (other than Total Produce and its Affiliates) to any joinder agreements, indentures or credit agreements entered into in connection therewith, together with their respective Affiliates and their and their respective Affiliates’ controlling persons and former, current or future Representatives and their respective heirs, executors, administrators, successors and assigns of each of the foregoing;

“Flight Operations Equity” shall have the meaning given to that term in Clause 6(a);

“Food Safety Requirements” means any Law or Permit of or any agreement with any Relevant Authority (including, without limitation, any multinational authority) having jurisdiction that is related to food safety, food sanitation, or the handling, preparation, labeling, transportation, packaging or storage of food products;

“Foreign Benefit Plan” means each compensatory or employee benefit plan, program, policy, agreement or arrangement, whether written or oral, covering any current or former employee, officer, director, independent contractor, consultant or other individual service provider of any Total Produce Group Company (or any dependent or beneficiary thereof) outside of Ireland, including, without limitation, any medical (including retiree medical), pension, retirement, life insurance, long-term disability, dental, welfare, vacation, fringe benefit, bonus, severance, change-in-control, retention, incentive, equity or equity-based, post-retirement, deferred compensation, employment, individual consulting or other benefit plan, program, policy, agreement or arrangement, in each case, that is established, sponsored, maintained or contributed to, or is required to be contributed to, by any Group Company, or with respect to which any Total Produce Group Company has any liability, direct or indirect, contingent or otherwise;

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“Fraud” shall have the meaning given to that term in the Securities Purchase Agreement;

“Fully Diluted Basis” means calculated, as of any determination time, after giving effect to the exercise of any share options, warrants or similar rights to purchase ordinary shares, or conversion of any securities or instruments that are convertible into ordinary shares, but excluding any shares held in treasury;

“Gain Recognition Agreement” shall have the meaning given to that term in Clause 8.7(b);

“Government Approvals” means any (a) filings, notifications, registrations, applications, declarations and submissions in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, as required to be filed with or delivered to any Relevant Authority, and (b) permits, licenses, registrations, consents, certificates, grants, waivers, qualifications, authorizations and approvals from a Relevant Authority required to be obtained or made by any of the Parties or their respective Affiliates to execute, deliver and perform their respective obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby;

“Hazardous Material” means any substance, material, chemical, mixture, solution, odor, pollutant, contaminant or other matter (including pesticides, herbicides, petroleum products, byproducts or constituents, asbestos or asbestos-containing materials, and radon) regulated as hazardous, toxic, a contaminant or a pollutant, or for which standards are imposed by any Relevant Authority or for which liability may be imposed, under any Environmental and Safety Requirements;

“High Court” means the High Court of Ireland;

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

“IFRS” means the International Financial Reporting Standards, as adopted by the European Union;

“Inbound Licenses” means all agreements, consents to use, waivers and releases to which any Total Produce Group Company is a party or otherwise bound under which such Total Produce Group Company is granted from a Person (other than another Total Produce Group Company) rights to Intellectual Property that is material to the business of the Total Produce Group Companies, taken as a whole (excluding standard agreements for off the shelf software or subscription or cloud-based software involving payments of not more than $500,000 in any calendar year);

“Income Tax” means any Tax measured by or imposed on net income, earnings, or gross receipts (and any franchise Tax or other Tax in connection with doing business imposed in lieu thereof);

“Indebtedness” means (a) indebtedness for borrowed money from third-party lending sources, including with respect to deposits or advances of any kind; (b) indebtedness evidenced by notes, debentures or similar instruments; (c) leases capitalized in the financial statements or required to be capitalized in accordance with U.S. GAAP; (d) the deferred purchase price of assets, services

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or securities, whether contingent or not (including the maximum amount of any earn-outs or seller notes payable); (e) any interest rate swap, forward contract, foreign currency hedge or other hedging or similar arrangement; (f) all letters of credit or similar facilities (to the extent drawn down); (g) any obligation in the foregoing clauses (a) to (f) guaranteed directly or indirectly; and (h) any bank overdrafts;

“Intellectual Property” means, in the United States and all countries and jurisdictions foreign thereto, any and all (a) Patents, (b) Trademarks, (c) copyrights, all registrations thereof and all applications for registration thereof, (d) trade secrets and confidential information (including ideas, research and development, know-how, inventions (whether patentable or unpatentable), discoveries, methods, formulas, compositions, manufacturing and production processes and techniques, technical and other data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (e) Internet domain names and social media account or user names (including “handles”) and (f) rights of publicity and similar rights to control the commercial use of an individual’s persona;

“Intended Tax Treatment” shall have the meaning given to that term in Clause 8.7(a);

“Intentional Triggering Event” shall have the meaning given to that term in Clause 8.7(c)(iii)(C);

“Investor Indemnified Parties” shall have the meaning given to that term in the Securities Purchase Agreement;

“Investor Losses” shall have the meaning given to that term in the Securities Purchase Agreement;

“IPO” shall have the meaning given to that term in the Recitals;

“IPO Conditions” means the conditions set forth in Clause 9.1(e), Clause 9.1(f) and Clause 9.1(g);

“IPO Price” shall have the meaning set forth in Clause 5.1(d);

“IPO Registration Statement” shall have the meaning given to that term in Clause 8.6(a);

“IPO Shares” means the New Dole Shares proposed to be issued in the IPO;

“IPO Underwriting Agreement” means an underwriting agreement (or its equivalent if not so called) relating to the IPO proposed to be entered into among New Dole, the managing Underwriter or Underwriters in the IPO and any other parties thereto, in form and substance determined by the Steering Committee, containing such representations, warranties and indemnities by the C&C Parties as are customary in a secondary sale and, unless otherwise approved in writing by the C&C Parties, providing for the terms set forth in Section 1.1 of the Total Produce Disclosure Schedules;

“Ireland” means the island of Ireland, excluding Northern Ireland and the word “Irish” shall be construed accordingly;

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“Knowledge” means (a) when referring to the “knowledge” of DFC Holdings or any similar phrase or qualification based on knowledge of DFC Holdings, the actual knowledge (after due inquiry, commensurate with such individual’s position and duties) of the following individuals: Johan Lindén, Johan Malmqvist, Jared Gale, Charlene Mims, Renato Acuna or Francisco Chacon, (b) when referring to the “knowledge” of Total Produce or any similar phrase or qualification based on knowledge of Total Produce, the actual knowledge (after due inquiry, commensurate with such individual’s position and duties) of the following individuals: Carl McCann, Rory Byrne, Shane Power or Frank Davis, and (c) when referring to the “knowledge” of the C&C Parties or any similar phrase or qualification based on knowledge of the C&C Parties, the actual knowledge (after due inquiry, commensurate with such individual’s position and duties) of the following individuals: DHM, Gary Wong or Ryan Gores;

“Law” means any federal, state, local, foreign or supranational law, statute, ordinance, rule, regulation, agency requirement, license or permit of any Relevant Authority or any Order, including any COVID-19 Measure;

“Liens” means any title defects, liens (statutory or otherwise), security interests, claims, mortgages, deeds of trust, charges, options, pledges, hypothecations, assessments, assignments, levies, easements, rights-of-way, encroachments or other encumbrances of every kind (including any conditional sales or other title retention agreements) and any agreement to give any of the foregoing;

“Losses” means any and all damages, losses, liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs, Taxes, payments made in the form of expenses (including the reasonable costs and expenses of attorneys, consultants and other experts incurred in connection therewith), in each case excluding punitive damages and losses that are not reasonably foreseeable (unless such punitive damages or unforeseeable losses are required to be paid to a third party with respect to an indemnifiable matter);

“Mandatory Share Transfer Provision” shall have the meaning given to that term in Clause 2.3(a);

“Material Adverse Effect” means, when used to qualify representations and warranties of DFC Holdings or when used to qualify representations and warranties of the Total Produce Parties, as applicable given the usage of such term, any change, event, circumstance, development or effect that, individually or in the aggregate with other changes, events, circumstances, developments or effects, (a) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operation of the Dole Group Companies or the Total Produce Group Companies, as applicable, taken as a whole, or (b) has materially impaired or materially delayed, or would reasonably be expected to materially impair or materially delay, the ability of (x) the C&C Parties or the Dole Group Companies (in the case of a Material Adverse Effect with respect to the Dole Group Companies) or (y) the Total Produce Parties or the Total Produce Group Companies (in the case of a Material Adverse Effect with respect to the Total Produce Group Companies) to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements, as applicable, or otherwise perform their respective obligations hereunder or thereunder, as applicable; provided that, in the case of clause (a), any adverse effect arising out of, resulting from or attributable to (i) a change, event, circumstance, development or effect or series of changes, events, circumstances, developments or effects affecting (A) the United States or Irish economy (or the economy of any other country or jurisdiction) or the global economy generally or capital, financial, banking, commodities, credit or securities markets generally, including changes in interest or exchange rates, (B) political or regulatory conditions generally in the United States, Ireland or any other country or jurisdiction in which any Dole Group Company or Total Produce Group Company, as applicable, operates or

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(C) any industry in which any Dole Group Company or Total Produce Group Company, as applicable, operates (including production, marketing and distribution of fresh fruit and fresh vegetables) (except, in the case of each of (A), (B) and (C), to the extent that the Dole Group Companies or the Total Produce Group Companies, as applicable, taken as a whole, are materially disproportionately adversely affected thereby relative to other industry participants); (ii) the execution, pendency or announcement of, or the consummation of the transactions contemplated by, this Agreement or any of the Ancillary Agreements, including, if relating thereto, any (A) shortfalls or declines in revenue, margins or profitability, (B) loss of, or disruption in, any customer, supplier, vendor, employee or landlord relationships, or (C) loss of any personnel (it being understood that the exceptions in this clause (ii) shall not apply with respect to references to Material Adverse Effect in the representations and warranties contained in Clauses 7.2 or 7.3, the purposes of which are to address the consequences resulting from the execution, delivery and performance of this Agreement or any of the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby); (iii) any changes in applicable Law (including as a result of the adoption or implementation of COVID-19 Measures), U.S. GAAP or IFRS, or the enforcement or interpretation thereof (except to the extent that the Dole Group Companies or the Total Produce Group Companies, as applicable, taken as a whole, are materially disproportionately adversely affected thereby relative to other industry participants); (iv) any actions taken or not taken by any of the C&C Parties or the Dole Group Companies at the specific written request of any of the Total Produce Parties, or by New Dole or any of the Total Produce Group Companies at the specific written request of any of the C&C Parties or DFC Holdings; (v) any acts of God, including any earthquakes, hurricanes, tornadoes, floods, tsunami, wildfires or other natural disasters (except to the extent that the Dole Group Companies or the Total Produce Group Companies, as applicable, taken as a whole, are materially disproportionately adversely affected thereby relative to other industry participants operating in the affected region); (vi) any epidemic, pandemic, plague, public health emergency or other outbreak of illness (including COVID-19), or any escalation or worsening thereof after the date of this Agreement, involving or affecting any country or region where any Dole Group Company or Total Produce Group Company, as applicable, does business (except to the extent that the Dole Group Companies or the Total Produce Group Companies, as applicable, taken as a whole, are materially disproportionately adversely affected thereby relative to other industry participants operating in such countries or regions); (vii) any hostilities, acts of war (whether or not declared), revolution, political unrest, sabotage, piracy, terrorism or military actions, including, for example, any escalation or worsening of any such hostilities, act of war, revolution, political unrest, sabotage, piracy, terrorism or military actions involving or affecting any country or region where any Dole Group Company or Total Produce Group Company, as applicable, does business (except to the extent that the Dole Group Companies or the Total Produce Group Companies, as applicable, taken as a whole, are materially disproportionately adversely affected thereby relative to other industry participants operating in such countries or regions); (viii) any failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); (ix) in the case of a Material Adverse Effect with respect to the Total Produce Group Companies, any change, in and of itself, in the market price or trading volume of Total Produce Shares or in Total Produce’s credit ratings (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); (x) in the case of a Material Adverse Effect with respect to the Total Produce Group Companies, any Proceeding brought or threatened by Total Produce Shareholders (whether on behalf of Total Produce or otherwise) in connection with

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this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby; (xi) in the case of a Material Adverse Effect with respect to the Dole Group Companies, the identity of the Total Produce Parties or any of their respective Affiliates as the acquiror of DFC Holdings, or any communication by the Total Produce Parties or any of their respective Affiliates regarding its or their plans for DFC Holdings or the transactions contemplated by this Agreement; (xii) normal seasonal fluctuations in the revenues, earnings, or other financial performance measures of the Dole Group Companies or the Total Produce Group Companies, as applicable; (xiii) in the case of a Material Adverse Effect with respect to the Dole Group Companies, any Loss (as defined in the Securities Purchase Agreement) or potential Loss relating to any matter disclosed in Section 10.2(c) of the Disclosure Schedules to the Securities Purchase Agreement; and (xiv) in the case of a Material Adverse Effect with respect to the Total Produce Group Companies, any change, event, circumstance, development or effect to the extent affecting the Dole Group Companies (whether or not rising to the level of a Material Adverse Effect with respect to the Dole Group Companies), shall not constitute or be deemed to contribute to a Material Adverse Effect, and otherwise shall not be taken into account in determining whether a Material Adverse Effect has occurred or would be reasonably expected to occur;

“Material Contract” shall have the meaning given to that term in the Securities Purchase Agreement; provided, that references in (a) clause (a) thereof to “the 2017 or 2018 fiscal year” shall be deemed to mean “the 2020 or 2021 fiscal year,” (b) clause (c) thereof to “January 1, 2015” shall be deemed to mean “January 1, 2019,” (c) clause (j) thereof to “Closing” shall be deemed to mean “Completion,” and (d) references to Material Contract shall mean Material Contracts to which any Dole Group Company is a party when used to qualify representations and warranties of DFC Holdings and shall mean Material Contracts to which any Total Produce Group Company is a party when used to qualify representations and warranties of the Total Produce Parties, as applicable given the usage of such term;

“Merger” shall have the meaning given to that term in the Recitals;

“Merger Effective Time” shall have the meaning given to that term in Clause 4.3;

“Merger Sub” shall have the meaning given to that term in the Preamble;

“Multiemployer Plan” means a plan subject to ERISA that is a “multiemployer plan” within the meaning of Section 3(37) of ERISA;

“New Dole” shall have the meaning given to that term in the Preamble;

“New Dole Board” means the board of directors of New Dole;

“New Dole Shares” means the ordinary shares of US$0.01 each in the capital of New Dole;

“Northern Ireland” means the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland;

“Order” means any order, judgment, ruling, injunction, award, stipulation, decree or writ of any Relevant Authority;

“Outbound Licenses” means all agreements, consents to use, waivers and releases to which any Total Produce Group Company is bound under which such Total Produce Group Company grants to any Person (other than another Total Produce Group Company) rights under Total Produce Intellectual Property that is material to the business of the Total Produce Group Companies, taken as a whole;

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“Outside Date” shall have the meaning given to that term in Clause 11.1(b);

“Overall Tax Savings” shall have the meaning given to that term in Clause 8.7(c)(v)(B);

“Owned Real Property” shall have the meaning given to that term in Clause 7.3(o);

“PACA” means the Perishable Agricultural Commodities Act of 1930, as amended;

“Parties” means the Total Produce Parties, DFC Holdings and the C&C Parties and “Party” means any of (a) the Total Produce Parties (whether individually or collectively), (b) DFC Holdings or (c) the C&C Parties (whether individually or collectively), in each case, as the context requires;

“Pass-Through Tax Returns” shall have the meaning given to that term in Clause 8.7(e);

“Patents” means patents and applications for patents, including reissuances, divisions, continuations, continuations-in-part, revisions, extensions, substitutions and re-examinations of the foregoing, in the United States and all countries and jurisdictions foreign thereto;

“Pending Claims” means the amount of Investor Losses (in the case of any Investor Indemnified Parties) or Losses (in the case of any Seller Indemnified Parties) that have then been properly asserted and remain unpaid as of the Merger Effective Time;

“Permits” means permits, licenses, registrations, consents, certificates, grants, waivers, qualifications, authorizations and approvals by or of any Relevant Authority;

“Permitted Liens” means (a) Liens for Taxes not yet delinquent, or for Taxes being contested in good faith by appropriate proceedings, and, in each case, for which an adequate reserve has been established and reflected in accordance with U.S. GAAP (in the case of the C&C Parties or the Dole Group Companies) or IFRS (in the case of the Total Produce Group Companies), (b) statutory Liens of landlords, Liens of carriers, warehousemen, mechanics and materialmen and other Liens imposed by Law, in each case incurred in the ordinary course of business that are not yet delinquent and for which appropriate reserves have been established in accordance with U.S. GAAP (in the case of the C&C Parties or the Dole Group Companies) or IFRS (in the case of the Total Produce Group Companies), (c) Liens in respect of pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, (d) defects or imperfections of title, easements, covenants, rights-of-way, restrictions and other similar charges or encumbrances of record not materially interfering with the present use of, or materially impairing the value of, the property to which they relate, (e) Liens not created by (i) any of the C&C Parties or the Dole Group Companies that affect the underlying fee interest of any Leased Real Property (as defined in the Securities Purchase Agreement) or (ii) any of the Total Produce Group Companies that affect the underlying fee interest of any real property relating to a Total Produce Lease, (f) Liens created by or through New Dole or the Total Produce Group Companies (in the case of the C&C Parties or the Dole Group Companies) or the C&C Parties or the Dole Group Companies (in the case of New Dole or the Total Produce Group Companies), (g) Liens arising out of, under or in connection with this Agreement or any of the Ancillary Agreements, (h) any matters that an accurate and up-to-date survey would show, provided such matters do not materially interfere

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with the ordinary conduct of the business of the Dole Group Companies or the Total Produce Group Companies, as applicable, as presently conducted, (i) any title matters that are recorded in the title records of the jurisdiction in which the applicable real property is located, provided such matters do not materially interfere with the ordinary conduct of the business of the Dole Group Companies or the Total Produce Group Companies, as applicable, (j) non-exclusive licenses granted with respect to Intellectual Property, (k) deposits or pledges made (i) in connection with casualty insurance, (ii) to secure the performance of bids, tenders or leases, (iii) to secure statutory obligations or surety bonds or appeal bonds or (iv) to secure indemnity, performance or other similar bonds in the ordinary course of business, (l) Liens arising by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights with respect to deposit accounts, (m) purchase money Liens or Liens under capital lease arrangements and (n) Liens securing existing Indebtedness;

“Person” or “person” means an individual, group (including a “group” under Section 13(d) of the Exchange Act), corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity or any Relevant Authority or any department, agency or political subdivision thereof;

“Pre-Closing Period” shall have the meaning given to that term in Clause 8.1(a);

“Pre-Closing Unit Sales” shall have the meaning given to that term in Clause 4.1(c);

“Proceeding” means any civil, criminal or administrative claim, demand, suit, action, litigation, proceeding or investigation, at law or in equity, by or before a Relevant Authority;

“Qualified Exchange” shall have the meaning given to that term in the Recitals;

“Registered Total Produce IP” means all (a) Patents, (b) registered Trademarks and applications therefor, (c) registered copyrights and applications therefor and (d) registered Internet domain names owned by the Total Produce Group Companies;

“Registrar of Companies” means the Registrar of Companies in Ireland;

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into on the Completion Date among New Dole and the C&C Parties in substantially the form attached as Exhibit A hereto;

“Reimbursement Payment” shall mean a Completion Reimbursement Payment or a Termination Reimbursement Payment as defined in the Expense Reimbursement Agreements;

“Relevant Authority” means any Irish, United States, European Union, foreign or supranational, national, federal, state or local governmental department, agency, instrumentality, commission, board, body, bureau, or other regulatory authority, including courts and other judicial bodies, or any public international organization, or any competition, antitrust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, in each case, in any jurisdiction;

“Representatives” means, in relation to any Person, the directors, officers, managers, partners, trustees, employees, agents, investment bankers, financial advisors, legal advisors, attorneys, accountants, brokers, finders, consultants or other representatives acting for or on behalf of such Person;

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“Required Financial Information” means (a) the audited consolidated balance sheet and related statement of operations and cash flows of DFC Holdings for the most recent fiscal year of DFC Holdings ended at least 90 days prior to the Completion Date, (b) the unaudited consolidated balance sheets and related statements of operations and cash flows of DFC Holdings for each fiscal quarter (other than the fourth fiscal quarter) of DFC Holdings ended after the close of its most recent fiscal year and at least 45 days prior to the Completion Date and (c) such other financial information regarding DFC Holdings and its Subsidiaries as Total Produce may reasonably request to allow Total Produce to prepare a pro forma balance sheet of New Dole and its Subsidiaries and a pro forma consolidated statement of income of New Dole for the annual period ended December 31, 2020, prepared after giving effect to the transactions contemplated by this Agreement and the Financing;

“Resolutions” means the EGM Resolutions and the resolutions to be proposed at the Court Meeting required to effect the Scheme, which will be set out in the Scheme Document;

“Revised Partnership Audit Rules” means Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.), as enacted by the Bipartisan Budget Act of 2015, and any Treasury Regulations or other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

“Scheme” means the proposed scheme of arrangement under Section 450 of the Act to effect the Share Exchange pursuant to this Agreement, in such terms and form as Total Produce determines are reasonably necessary or desirable in order to implement the Scheme;

“Scheme Document” means a document (including any amendments or supplements thereto) to be distributed to Total Produce Shareholders containing (a) the Scheme, (b) the notice or notices of the Court Meeting and EGM, (c) an explanatory statement as required by Section 452 of the Act with respect to the Scheme, and (d) such other information as Total Produce reasonably determines to be necessary or appropriate;

“Scheme Documentation” shall have the meaning given to that term in Clause 3.1(a);

“SEC” means the United States Securities and Exchange Commission;

“Second Tranche Exercise Notice” shall have the meaning given to that term in the DFC Holdings LLC Agreement;

“Section 367(a) Active Business” shall have the meaning given to that term in Clause 7.3(l)(xv);

“Securities Purchase Agreement” shall have the meaning given to that term in the Recitals;

“Seller Indemnified Parties” shall have the meaning given to that term in the Securities Purchase Agreement;

“Share Exchange” shall have the meaning given to that term in the Recitals;

“Specified Breach” shall have the meaning given to that term in Clause 8.7(i)(i);

“Specified Tax Claim” shall have the meaning set forth in Clause 8.7(f)(ii);

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“Specified Tax Representation” shall refer to the representation and warranty set forth in Clause 7.3(l)(xv);

“Steering Committee” means the committee consisting of Rory Byrne, Jimmy Tolan, Johan Lindén and Gary Wong and such other persons as may be appointed to the committee from time to time by (a) the members of the committee or (b) Total Produce upon written notice to the members of the committee, in each case, so long as the committee shall consist of a majority approved by Total Produce;

“Subsidiary” means, in relation to any Person, any corporation, partnership, association, trust or other form of legal entity of which such Person directly or indirectly owns securities or other equity interests representing more than 50% of the aggregate voting power; provided, that (a) the Total Produce Merger Parties shall be deemed to be Subsidiaries of Total Produce for purposes of this Agreement and (b) none of the Dole Group Companies shall be deemed to be a Subsidiary of Total Produce for purposes of this Agreement;

“Surviving Company” shall have the meaning given to that term in Clause 4.2;

“Surviving Company Units” means the units representing membership interests in the Surviving Company from and after the Merger Effective Time;

“Tax” means any kind of direct or indirect tax and other duties, levies, fees, tariffs, imposts, and other similar charges and assessments of whatever nature (including without limitation corporation tax, Income Tax, withholding tax (including but not limited to professional withholding tax, dividend withholding tax, royalty withholding tax, interest withholding tax), value added tax or similar sales tax, occupational taxes, box taxes, capital gains tax, excise and custom duties, stamp duties, taxes similar to stamp duties, payroll tax, wage tax, social security contributions or premiums, franchise, alternative minimum, personal property tax, unclaimed property and escheatable property tax, separate assessments, transfer tax, registration and mortgage duties, administrative duties and environmental taxes) whether payable directly or by withholding and whether or not requiring filing of a Tax Return, imposed by any Relevant Authority together with all penalties, fines, charges, increases and interest relating to any of the foregoing;

“Tax Claim” shall have the meaning given to that term in Clause 8.7(f)(i);

“Tax Returns” means returns, declarations, reports, notices, certificates, forms, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed with any Relevant Authority or to be maintained, in each case with respect to the determination, assessment or collection of Taxes, including any amendments thereof, proof of payment and any schedules or attachments thereto;

“Tax Savings” shall have the meaning given to that term in Clause 8.7(c)(v)(B);

“Third Tranche Exercise Notice” shall have the meaning given to that term in the DFC Holdings LLC Agreement;

“Title IV Plan” means an employee benefit plan (other than a Multiemployer Plan) subject to Section 302 or Title IV of ERISA or Section 412 of the Code;

“TMG” shall have the meaning given to that term in the Preamble;

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“Total Produce” shall have the meaning given to that term in the Preamble;

“Total Produce Board” means the board of directors of Total Produce;

“Total Produce Constitution” means the constitution of Total Produce as provided for in Part 17 of the Act;

“Total Produce Disclosure Schedules” shall have the meaning given to that term in Clause 7.3;

“Total Produce Group Companies” means, collectively, Total Produce and each of its direct and indirect Subsidiaries, and “Total Produce Group Company” means each of such entities individually; provided that, prior to Completion, Total Produce Group Companies and Total Produce Group Company shall not include any Dole Group Company;

“Total Produce Intellectual Property” means Intellectual Property owned by any Total Produce Group Company;

“Total Produce Lease” means any lease, sublease, sub-sublease, license and other agreement under which a Total Produce Group Company leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property;

“Total Produce Merger Parties” means, collectively, New Dole and Merger Sub;

“Total Produce Parties” shall have the meaning given to that term in the Preamble;

“Total Produce Principal Subsidiary” means each Person listed as a “Subsidiary” in Note 40 to the financial statements accompanying Total Produce’s Annual Report and Accounts 2019;

“Total Produce Public Disclosures” shall have the meaning given to that term in Clause 7.3(e)(i);

“Total Produce Securityholders” means, collectively, the Total Produce Shareholders and holders of Equity Securities of Total Produce;

“Total Produce Shareholders” means the holders of Total Produce Shares;

“Total Produce Shares” means the ordinary shares of €0.01 each in the capital of Total Produce;

“TP USA” shall have the meaning given to that term in the Preamble;

“TP USA Common Stock” means the common stock, par value $1,000.00 per share, of TP USA;

“TP USA Promissory Note 1” shall have the meaning given to that term in Clause 4.1(a);

“TP USA Promissory Note 2” shall have the meaning given to that term in Clause 4.1(b);

“TP USA Promissory Notes” shall have the meaning given to that term in Clause 4.1(b);

“Trademarks” means, in Ireland and all countries and jurisdictions foreign thereto, trademarks and service marks, logos, slogans, brands, rights in telephone numbers, other indicia of source, or origin (including endorsement, sponsorship or certification), trade dress, trade names, corporate names, and fictitious business names, together with all goodwill associated with, and symbolized by, and registrations and applications to register, any of the foregoing;

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“Trading Day” shall have the meaning given to that term in Clause 5.2(a);

“Transaction Announcement” means the announcement to be made by the Parties promptly following the execution of this Agreement as approved by the Steering Committee;

“Transfer Taxes” shall have the meaning given to that term in Clause 8.7(j);

“Treasury Regulations” means the Treasury Regulations promulgated under the Code;

“Triggering Event Notification” shall have the meaning given to that term in Clause 8.7(c)(i);

“Underwriters in the IPO” means the underwriters appointed by New Dole in the IPO Underwriting Agreement;

“Unintentional Triggering Event” shall have the meaning given to that term in Clause 8.7(i)(i);

“U.S.” or “United States” means the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia, and all other areas subject to its jurisdiction; and

“U.S. GAAP” means U.S. generally accepted accounting principles.

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EXHIBIT A

Form of Registration Rights Agreement

FINAL FORM

REGISTRATION RIGHTS AGREEMENT

by and among

DOLE PLC

and

THE HOLDERS LISTED ON SCHEDULE A HERETO

Dated as of [________], 2021

TABLE OF CONTENTS


		Page
1.	Definitions and Interpretation		3
2.	Reserved		8
3.	Shelf Registration		8
4.	Piggyback Registration		12
5.	Lock-up Agreements		14
6.	Other Registration Rights		15
7.	Registration Procedures		15
8.	Indemnification by the Company		19
9.	Indemnification by Participating Shareholders		20
10.	Conduct of Indemnification Proceedings		20
11.	Survival		20
12.	Contribution		21
13.	Participation in Public Offering		22
14.	Compliance with Rule 144		22
15.	Selling Expenses		22
16.	Prohibition on Requests; Holders’ Obligations		22
17.	Miscellaneous		23

SCHEDULE I — Holders of Registrable Securities

ANNEX A — Form of Joinder Agreement

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [________], 2021, by and among Dole plc, a company incorporated in Ireland (the “Company”), and the persons listed on Schedule A hereto (such persons, in their capacity as holders of Registrable Securities, including any Permitted Transferees hereunder, the “Holders” and each a “Holder” and, the Holders together with the Company, the “Parties”).

RECITALS

WHEREAS, in connection with the initial public offering (the “IPO”) of the ordinary shares of Company, $0.01 par value per share, the Company intends to consummate the transactions (collectively, the “Transactions”) described in the Company’s registration statement on Form [S-1] [F-1] (Registration No. 333-[ ]) and the Transaction Agreement, dated as of February 16, 2021, by and among the Company, Total Produce plc, Total Produce USA Holdings Inc., DFC Holdings, LLC, the Holders and the other parties named therein (the “Transaction Agreement”).

WHEREAS, following the consummation of the Transactions, including the IPO, the Holders will hold Ordinary Shares (as defined below); and

WHEREAS, the Company desires to enter into this Agreement with the Holders in order to provide the Holders the registration rights described herein.

NOW, THEREFORE, in consideration of the foregoing Recitals and the representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound by this Agreement, the Parties agree as follows:

1.	Definitions and Interpretation.

(a) Definitions. In addition to those terms separately defined in this Agreement, each of the following capitalized terms has the meaning specified in this Section 1(a).

“Adverse Disclosure” means (A) public disclosure of material non-public information that, in the good faith judgment of the chief executive officer or chief financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing of such Registration Statement and (iii) the Company has a bona fide business purpose for not disclosing publicly or (B) the inclusion of financial statements of the Company or any business that has been acquired or is proposed to be acquired by the Company in any Registration Statement or prospectus that, in the good faith judgment of the chief executive officer or chief financial officer of the Company, (i) are not then available for inclusion in such Registration Statement or prospectus, (ii) would not be required to be publicly filed by the Company but for the filing of such Registration Statement or the commencement of an Underwritten Shelf Take Down pursuant to Section 3 and (iii) are being prepared by the Company as promptly as reasonably practicable.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person; provided, that no shareholder of the Company shall be deemed an Affiliate of any other shareholder solely by reason of any investment in the Company.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in in Dublin, Ireland, or New York, New York are authorized by Law to close.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controls” and “Controlled” each has a correlative meaning.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, as the same shall be in effect from time to time.

“FINRA” means the Financial Industry Regulatory Authority, Inc., and any successor regulator performing comparable functions.

“Governmental Entity” means any foreign, United States federal or state, regional or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, commission, political subdivision or other governmental entity or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“Joinder Agreement” means a joinder agreement, a form of which is attached as Annex A to this Agreement.

“Judgments” means any legally binding judgments, injunctions, orders, stays, decrees, writs, rulings, or awards of any court or other judicial authority or any other Governmental Entity.

“Law” means all laws (including common law), statutes, ordinances, rules, regulations, orders, decrees or legally-binding guidance of any Governmental Entity, or Judgments.

“Majority Holders” means Holders holding a majority of the Registrable Securities.

“Material Adverse Change” means (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States (other than ordinary course limitations on hours or number of days of trading); (ii) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a material adverse change in national or international financial, political or economic conditions; or (iii) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Company and its Subsidiaries, taken as a whole.

“Ordinary Shares” means the ordinary shares, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any share split, dividend or combination, or any reclassification, recapitalization, amalgamation, merger, consolidation, scheme of arrangement, exchange or other similar reorganization.

“Participating Shareholder” means, with respect to any registration, any Holder of Registrable Securities covered by the applicable Registration Statement.

“Permitted Transferee” means with respect to any Holder, (i) any Affiliate of such Holder that is Controlled by or under common Control with such Holder, or (ii) any other Person to whom a Holder has pledged Registrable Securities pursuant to Section 5.1(g) of the Transaction Agreement.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or any other entity.

“Public Offering” means any public offering and sale of Ordinary Shares of the Company or its successor for cash pursuant to an effective registration statement (other than on Form S-4, Form F-4, Form S-8 or a comparable form) under the Securities Act.

“Registrable Securities” means Ordinary Shares owned by a Holder as of the closing date of the IPO, and any securities issued or issuable in respect of such Ordinary Shares by way of conversion, amalgamation, exchange, share dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise until the earliest to occur of (solely with respect to such particular Ordinary Shares) (i) a Registration Statement covering such Ordinary Shares has been declared effective by the SEC and such Ordinary Shares have been sold or otherwise disposed of pursuant to such effective Registration Statement, (ii) such Ordinary Shares are otherwise transferred to a Person that is not a Permitted Transferee thereof, (iii) such Ordinary Shares are repurchased by the Company or a Subsidiary of the Company or cease to be outstanding or (iv) such Ordinary Shares may be resold without registration pursuant to Rule 144 without regard to volume or manner of sale limitations, whether or not any such sale has occurred.

“Registration Expenses” means any and all expenses of, and incident to the performance of or compliance with, any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” Laws (including fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any Registration Statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v)(a) fees and disbursements of counsel for the Company and (v)(b) reasonable fees and disbursements of one counsel selected by the Majority Holders, up to an aggregate of one hundred thousand dollars ($100,000) for all registrations hereunder, and (v)(c)customary fees and expenses for independent certified public accountants retained by the Company (including the expenses

relating to any required audits of the financial statements of the Company or any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 7(l)), (vi) fees and expenses of any special experts retained by the Company in connection with such registration, (vii) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (viii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (ix) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities and (x) all costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 7(m). For the avoidance of doubt, “Registration Expenses” shall include expenses of the type described in clauses (i)—(x) to the extent incurred in connection with the “take down” of Ordinary Shares pursuant to a Registration Statement previously declared effective. Except for the foregoing Registration Expenses (including reasonable fees and expenses of counsel to Holders referenced in item (v)(b) above and subject to the limitation therein), or as otherwise provided in this Agreement, Registration Expenses shall not include any other out-of-pocket expenses of any Holders (or the agents who manage their accounts), or any Selling Expenses.

“Registration Statement” means any registration statement of the Company that covers Registrable Securities pursuant hereto filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related prospectus, pre- and post-effective amendments and supplements to such registration statement and all exhibits and all material incorporated by reference in such registration statement.

“Representatives” means, with respect to any Person, (i) any of such Person’s partners, stockholders, shareholders, members, directors, officers, employees, agents, counsel, accountants, trustees, equity financing partners, investment advisors or representatives, Affiliates and investment vehicles managed or advised by such Person, (ii) the partners, stockholders, shareholders, members, directors, officers, employees, agents, counsel, accountants, trustees, equity financing partners, investment advisors or representatives of such Persons listed in clause (i), and (iii) any other Person acting on behalf of such Person with respect to the Company and any of its Subsidiaries.

“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

“Rule 415” means Rule 415 (or any successor provisions) under the Securities Act.

“SEC” means the United States Securities and Exchange Commission and any successor agency performing comparable functions.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all underwriting discounts and selling commissions, and stock or share transfer taxes applicable to the sale of Registrable Securities.

“Shelf Registration Statement” means a Registration Statement of the Company filed with the SEC on Form S-1, Form F-1, Form S-3 or Form F-3 (or any successor form or other appropriate form under the Securities Act) or a prospectus supplement to an existing Form S-1, Form F-1, Form S-3 or Form F-3, in each case in accordance with and pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering all of the Registrable Securities, as applicable, and which may also cover any other securities of the Company.

“Subsidiary” means, as to a Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly beneficially owned or controlled by such Person.

“Underwritten Offering” means a registration in which Company Securities are sold to an underwriter or underwriters on a firm commitment basis.

(b) Interpretation.

(i)

When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, (A) the date that is the reference date in calculating such period shall be excluded and (B) if the last day of such period is a not a Business Day, the period in question shall end on the next succeeding Business Day.

(ii)

When a reference is made herein to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(iii)

Whenever the words “include,” “includes” or “including” are used herein, they shall be deemed to be followed by the words “without limitation.”

(iv)

The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used herein shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(v)

The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(vi)

Any law or regulation defined or referred to herein means such law or regulation as from time to time amended, modified or supplemented, unless otherwise specifically indicated.

(vii)

References to a person are also to its successors and permitted assigns.

(viii)

Any reference to the “filing” of a Registration Statement shall include a confidential submission made in accordance with the rules of the SEC.

(ix)

The Annexes to this Agreement are incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized term used in any Annex but not otherwise defined therein shall have the meaning given to such term herein.

2.	Reserved(i) .

3.	Shelf Registration.

(a) Filing. By not later than the forty-fifth (45^th) day following the closing date of the IPO, the Company shall file with the SEC a Shelf Registration Statement on Form S-1 or Form F-1 (or any similar long-form Registration Statement), in each case, relating to the offer and sale of all Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement (a “Shelf Registration”), and no later than ninety (90) days after the closing of the IPO, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to such date, provided that if the distribution of the Registrable Securities will be made through an Underwritten Offering, the procedures in respect of an Underwritten Offering set forth in Section 3(e) shall apply.

(b) Continued Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement (or a replacement Shelf Registration Statement on another form) continuously effective under the Securities Act (including, if necessary, by renewing or refiling a Shelf Registration Statement prior to expiration of the existing Shelf Registration Statement or by filing with the SEC a post-effective amendment or a supplement to the Shelf Registration Statement or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky Laws, or any rules and regulations thereunder) in order to permit the prospectus forming a part thereof to be usable by Holders for the disposition of Registrable Securities until there are no longer any Registrable Securities outstanding (the “Shelf Period”).

(d) Suspension of Registration. If the filing of or the continued use of a Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure or if the Company is required to file a post-effective amendment to a Shelf Registration Statement on Form F-1 or S-1 to update the audited financial statements included therein (an “Audited Financial Statements Update”), the Company may, upon giving at least 10 calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”) for a period of time not to exceed thirty (30) days per Shelf Suspension, as determined in good faith by the Company to be necessary for such purpose; provided, that (x) the Company shall not be permitted to exercise a Shelf Suspension more than three (3) times during any 12-month period and (y) such Shelf Suspension shall terminate at such time as the Company would no longer be required to make any Adverse Disclosure or, in the case of an Audited Financial Statements Update, within three (3) business days after the SEC has completed its review of the updated Shelf Registration Statement. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable prospectus and any issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall (i) as soon as reasonably practicable notify the Holders upon the termination of any Shelf Suspension, (ii) as soon as reasonably practicable, amend or supplement the prospectus and any issuer free writing prospectus, if necessary, so it does not contain any untrue statement or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) as soon as reasonably practicable, furnish to the Holders such numbers of copies of the prospectus and any issuer free writing prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, as soon as reasonably practicable, to supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders, including to keep the Shelf Registration Statement effective until all Registrable Securities covered by such Shelf Registration Statement are sold in accordance with the intended plan of distribution set forth in such Shelf Registration Statement or supplement to the prospectus. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any Public Offering (including any “take-downs” off of an effective shelf registration statement) either for its own account or the account of any other Person during any Shelf Suspension.

(e) Underwritten Shelf Takedown.

(i)

At any time during which a Shelf Registration Statement on Form F-1 or S-1 is in effect, the Majority Holders may elect to offer Registrable Securities with a total offering price reasonably expected to be at least thirty million dollars ($30,000,000) pursuant to the Shelf Registration Statement in the form of an Underwritten Offering by written notice (which notice may be given by email) to the Company of such intention at least thirty (30) Business Days prior to the date on which such Underwritten Offering is anticipated to launch, specifying the number of Registrable Securities for which the Majority Holders are requesting registration under this Section 3(e) and the other material terms of such Underwritten Offering to the extent known (such request, a “Long-Form Underwritten Shelf Takedown Request,” and any Underwritten Offering conducted pursuant thereto, an “Long-Form Underwritten Shelf

Takedown”), and the Company shall promptly, but in no event later than five (5) Business Days following the receipt of such Long-Form Underwritten Shelf Takedown Request, give written notice of such Underwritten Shelf Takedown Request (such notice, an “Long-Form Underwritten Shelf Takedown Notice”) to the other Holders and such Long-Form Underwritten Shelf Takedown Notice shall offer the other Holders the right to register as part of such Long-Form Underwritten Shelf Takedown such number of Registrable Securities as each such other Holder may request in writing. Subject to Section 3(e)(iii) and Section 3(e)(iv), the Company shall cause the underwriter(s) to include as part of the Long-Form Underwritten Shelf Takedown all Registrable Securities that are requested to be included therein by any of the other Holders in accordance with the immediately prior sentence; provided, that all such other Holders requesting to participate in the Long-Form Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Majority Holders requesting the Long-Form Underwritten Shelf Takedown; provided, further, that, if at any time after making an Long-Form Underwritten Shelf Takedown Request and prior to the launch of the Long-Form Underwritten Shelf Takedown, the Majority Holders requesting the Long-Form Underwritten Shelf Takedown shall determine for any reason or no reason not to proceed with or to delay such Long-Form Underwritten Shelf Takedown, such Majority Holders shall give written notice to the Company of such determination and the Company shall give written notice of the same to each other Holder and, thereupon, (A) in the case of a determination not to proceed, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Long-Form Underwritten Shelf Takedown (but the Company shall not be relieved from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the other registration rights contained herein, and (B) in the case of a determination by the Majority Holders to delay such Long-Form Underwritten Shelf Takedown, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Long-Form Underwritten Shelf Takedown for the same period as the Majority Holders determine to delay such Long-Form Underwritten Shelf Takedown.

(ii)

this Section 3(e) and the other material terms of such Underwritten Offering to the extent known (such request, an “Short-Form Underwritten Shelf Takedown Request,” and any Underwritten Offering conducted pursuant thereto, an “Short-Form Underwritten Shelf Takedown” and, together with any Long-Form Underwritten Shelf Takedown, an “Underwritten Shelf Takedown”), and the Company shall promptly, but in no event later than two (2) Business Days following the receipt of such Short-Form Underwritten Shelf Takedown Request, give written notice of such Short-Form Underwritten Shelf Takedown Request (such notice, an “Short-Form Underwritten Shelf Takedown Notice”) to the other Holders and such Short-Form Underwritten Shelf Takedown Notice shall offer the other Holders the right to register as part of such Underwritten Shelf Takedown such number of Registrable Securities as each such other Holder may request in writing. Subject to Section 3(e)(iii) and Section 3(e)(iv), the Company shall cause the underwriter(s) to include as part of the Short-Form Underwritten Shelf Takedown all Registrable Securities that are requested to be included therein by any of the other Holders in accordance with the immediately prior sentence; provided, that all such other Holders requesting to participate in the Short-Form Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Majority Holders requesting the Short-Form Underwritten Shelf Takedown; provided, further, that, if at any time after making a Short-Form Underwritten Shelf Takedown Request and prior to the launch of the Short-Form Underwritten Shelf Takedown, the Majority Holders requesting the Short-Form Underwritten Shelf Takedown shall determine for any reason or no reason not to proceed with or to delay such Short-Form Underwritten Shelf Takedown, such Majority Holders shall give written notice to the Company of such determination and the Company shall give written notice of the same to each other Holder and, thereupon, (A) in the case of a determination not to proceed, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Short-Form Underwritten Shelf Takedown (but the Company shall not be relieved from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the other registration rights contained herein, and (B) in the case of a determination by the Majority Holders to delay such Short-Form Underwritten Shelf Takedown, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Short-Form Underwritten Shelf Takedown for the same period as the Majority Holders determine to delay such Short-Form Underwritten Shelf Takedown.

(iii)

Shareholder(s) intend to include in such registration exceeds the largest number of shares that can be sold without adversely affecting the proposed offering price, timing or distribution of the shares offered in such offering (the “Maximum Offering Size”), the Company shall cause the underwriter(s) to include in such Underwritten Shelf Takedown, in the following priority, up to the Maximum Offering Size:

(A) first, all Registrable Securities requested to be included in such registration by the requesting Majority Holders;

(B) second, and only if all of the securities referred to in clause (A) have been included, all Registrable Securities requested to be included in such registration by any other Holders pursuant to Section 3(e)(i) (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Registrable Securities owned by such Holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner); and

(C) third, and only if all of the securities referred to in clauses (A) and (B) have been included, any securities proposed to be registered for the account of the Company or any other Persons with such priorities among them as the Company shall determine.

(iv)

Each Holder shall be permitted to withdraw for any or no reason all or part of its Registrable Securities from an Underwritten Shelf Takedown at any time on the Business Day prior to (i) with respect to a registration statement on Form F-1 or S-1, the date on which effectiveness of the registration statement is requested, and (ii) with respect to a registration statement on Form F-3 or S-3, the date on which the Underwritten Shelf Takedown is anticipated to launch.

(f) Payment of Expenses for Shelf Registrations. The Company shall be liable for and pay all Registration Expenses in connection with any Shelf Registration, regardless of whether such registration is effected, and any takedown with respect thereto (including, an Underwritten Shelf Takedown).

4.	Piggyback Registration.

directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement, then, as soon as reasonably practicable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement, as applicable), the Company shall give written notice of such proposed offering or filing to the Holders (which notices shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering), and such notice shall offer the Holders the right to register under such Registration Statement or include in such underwritten Public Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 4(b) and Section 4(c), the Company shall include in such Registration Statement or underwritten Public Offering all such Registrable Securities that are requested to be included therein within five (5) calendar days after the receipt by such Holders of any such notice; provided, that if at any time after giving written notice of its intention to sell any Company Securities in an underwritten Public Offering and prior to the launch date, or to register any Company Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to sell or register or to delay such sale or registration, the Company shall give prompt written notice of such determination to each Holder and, thereupon, (A) in the case of a determination not to sell or register, shall be relieved of its obligation to register any Registrable Securities in connection with such sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders with respect to a Shelf Registration, including the right to request an Underwritten Shelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i) or (ii)), and (B) in the case of a determination to delay selling or registering, in the absence of a Shelf Registration or request for an Underwritten Shelf Takedown related thereto, shall be permitted to delay selling or registering any Registrable Securities, for the same period as the delay in registering such other Company Securities; provided, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the Company’s registration or sale must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter or underwriters so that each such Holder may participate in such Underwritten Offering on the foregoing terms.

(b) Priority of Registrations Pursuant to a Piggyback Registration. If a Piggyback Registration involves an underwritten Public Offering (other than any Underwritten Shelf Takedown, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3(e)(iii) shall apply) and the managing underwriter or underwriters advise the Company that, in its view, the number of Company Securities that the Company and such Holders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i)

first, so much of the Company Securities proposed to be registered for the account of the Company (or for the account of such other initiating Person requesting registration, if applicable) as would not cause the offering to exceed the Maximum Offering Size;

(ii)

second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by any Holders pursuant to this Section 4 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders and such other holders of Registrable Securities on the basis of the relative number of Registrable Securities owned by such Holders and such other holders; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders and other holders in like manner); and

(iii)

third, and only if all of the securities referred to in clauses (i) and (ii) have been included, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

(c) Piggyback Withdrawal. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time on the Business Day prior to the date of effectiveness of such Registration Statement or at any time on the Business Day prior to the date on which the underwritten Public Offering is anticipated to launch, as the case may be. Subject to Section 16, no registration effected under this Section 4 shall relieve the Company of its obligations to effect a Shelf Registration or Underwritten Shelf Takedown to the extent required by Section 3.

(d) Payment of Expenses for Piggyback Registrations. The Company shall pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

5.	Lock-up Agreements.

(a) To the extent requested by the managing underwriter in connection with any Underwritten Offering, the Company and each Holder shall agree not to effect any public sale or distribution of any Company Securities or other security of the Company (except as part of such Underwritten Offering) during the period beginning on the date that is estimated by the Company, in good faith and provided in writing to such Holder, to be the seventh (7th) calendar day prior to the effective date of the applicable Registration Statement (or the anticipated launch date in the case of a “take-down” off of an already effective Shelf Registration Statement) until the earlier of (i) such time as the Company and the lead managing underwriter shall agree and (ii) ninety (90) calendar days after the effective date of the applicable Registration Statement (or the pricing date in the case of a “take-down” off of an already effective Shelf Registration Statement); provided, that the Company shall cause all directors and executive officers of the Company, and all other Persons with registration rights with respect to the Company’s securities (whether or not pursuant to this Agreement) to enter into agreements similar to those contained in this Section 5(a) (without regard to this proviso), subject to exceptions for gifts, sales pursuant to pre-existing 10b5-1 plans and other customary exclusions agreed to by such managing underwriter; provided further, that the lead managing underwriter may extend such period as necessary to comply with applicable FINRA rules.

(b) Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form F-4, S-4 or Form S-8 or any successor form to such forms or as part of any registration of securities for offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement.

6.	Other Registration Rights.

The Company represents and warrants that it is not a party to, or otherwise subject to, any agreement granting registration rights to any other Person with respect to any Company Securities, and that no other Person has any right to require the Company to register any Company Securities or to include Company Securities in any Registration Statement filed by the Company for the sale of Company Securities for its own account or for the account of any other Person. The Company shall not grant to any Person the right, except to employees or directors of the Company with respect to registrations on Form S-8, to request the Company to register any Company Securities except such rights as do not violate, conflict with or contravene the rights or adversely affect the priorities of the Holders set forth herein (and represents and warrants that in the event of such violation, conflict or contravention, the terms of this Agreement shall prevail). Notwithstanding the foregoing, if a Holder transfers Registrable Securities to another Person for an aggregate purchase price of at least fifty million dollars ($50,000,000), upon the request of such Holder and at such Holder’s expense (including the related reasonable third-party attorney costs and expenses actually paid by the Company), the Company agrees to enter into a registration rights agreement with such transferee providing for registration rights substantially similar to those set forth herein, which shall include and be subject to the same minimum thresholds applicable to any Underwritten Shelf Takedown, and this Section 6 shall not apply to such registration rights agreement (for the avoidance of doubt, it being understood and agreed, that a Holder shall be permitted to transfer to any Person any amount of Registrable Securities at its sole election).

7.	Registration Procedures.

In connection with any registration pursuant to Section 3 or Section 4, subject to the provisions of such Sections:

prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Participating Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Shareholder. Each Participating Shareholder shall have the right to request that the Company modify any information contained in such Registration Statement, amendment and supplement thereto pertaining to such Participating Shareholder and the Company shall use all reasonable efforts to comply with such request; provided, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) In connection with any filing of any Registration Statement or prospectus or amendment or supplement thereto, the Company shall cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and (ii) with respect to information supplied by or on behalf of the Company for inclusion in the Registration Statement, to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) The Company shall promptly notify each Holder of such Registrable Securities and the underwriter(s) and, if requested by such Holder or the underwriter(s), confirm in writing, when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective.

(d) The Company shall furnish counsel for each underwriter, if any, and for the Holders of such Registrable Securities with copies of any written comments from the SEC or any state securities authority or any written request by the SEC or any state securities authority for amendments or supplements to a Registration Statement or prospectus or for additional information generally.

(e) After the filing of the Registration Statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the Participating Shareholders set forth in such Registration Statement or supplement to such prospectus and (iii) promptly notify each Participating Shareholder holding Registrable Securities covered by such Registration Statement of any stop order issued or threatened by the SEC or any state securities commission or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.

(f) The Company shall use all reasonable best efforts to (i) register or qualify the Registrable Securities covered by such Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as any Participating Shareholder holding such Registrable Securities reasonably (in light of such Participating Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other Governmental Entity as may be necessary by virtue of the business and operations of the Company and take such actions as are reasonably necessary to consummate the disposition of the Registrable Securities owned by such Participating Shareholder, provided, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7(f), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(g) The Company shall list such Registrable Securities on the principal securities exchange on which the Company’s Ordinary Shares are then listed and provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such Registration Statement.

(h) The Company shall reasonably cooperate with each Holder and the underwriter or managing underwriter, if any, to, facilitate the timely preparation and delivery of certificates (or its book-entry equivalent) representing Registrable Securities to be sold and not bearing any restrictive legends (including by delivering to the transfer agent a Company instruction letter and a written opinion from counsel to the Company stating unlegended stock certificates (or its book entries equivalent) may be issued in respect of any Registrable Securities); and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each Holder or the underwriter or managing underwriter, if any, may reasonably request at least two (2) Business Days prior to any sale of Registrable Securities.

(i) The Company shall promptly notify each Participating Shareholder holding such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Participating Shareholder and file with the SEC any such supplement or amendment subject to any suspension rights contained herein.

(j) (1) The Majority Holders shall have the right to select an underwriter or underwriters in connection with any underwritten Public Offering resulting from the exercise of an Underwritten Shelf Takedown, subject to the Company’s written consent (which consent shall not be unreasonably withheld or delayed), and (2) the Company shall have the right to select an underwriter or underwriters in connection with any other underwritten Public Offering. In connection with any Public Offering, the Company shall enter into (and perform its obligations under) customary agreements (including an underwriting agreement in customary form) and take all other actions as are reasonably required and customary (and permitted pursuant to the terms of this Agreement) in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA.

(k) Upon execution of confidentiality agreements or other similar arrangements in form and substance reasonably satisfactory to the Company, the Company shall make available during regular business hours for inspection by any underwriter participating in any disposition pursuant to a Registration Statement being filed by the Company pursuant to this Section 7 and any attorney, accountant or other professional retained by any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as are reasonable in connection with a customary due diligence investigation, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such Registration Statement (including by participation in a reasonable number of diligence calls during regular business hours).

(l) In connection with an Underwritten Offering, the Company shall furnish to each underwriter a signed counterpart, addressed to such underwriter(s), of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent certified public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter therefor reasonably requests, and reasonably satisfactory to the Majority Holders.

(m) In connection with an Underwritten Offering, the Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and (ii) otherwise cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities, including by executing customary underwriting agreements.

(n) The Company shall use reasonable best efforts to ensure that any free-writing prospectus utilized in connection with any Underwritten Shelf Takedown or other offering off of a Shelf Registration Statement or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(o) The Company may reasonably require each such Participating Shareholder promptly to furnish in writing to the Company such customary information regarding the Participating Shareholder and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required or the Company may deem reasonably advisable in connection with such registration and shall not have any obligation to include a Participating Shareholder on any Registration Statement if such information is not promptly provided.

(p) Except as required by applicable Law, the Company may not include the name of any Holder or any information regarding any Holder in any Registration Statement or prospectus, any amendment or supplement to such Registration Statement or prospectus, any document that is to be incorporated by reference into such Registration Statement or prospectus, without the prior written consent of such Holder and providing each such Holder a reasonable amount of time to review and comment on such applicable document.

(q) The Company shall otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with the exercise by the Holders of any registration rights hereunder.

8.	Indemnification by the Company.

(a) The Company agrees to indemnify and hold harmless each Holder, each member, trustee, limited or general partner thereof, each member, trustee, limited or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, directors, stockholders, shareholders, employees, advisors and agents, each Person, if any, who controls such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their Representatives from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), any preliminary prospectus or any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act), (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities Laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, except in all cases insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon or contained in any information furnished in writing to the Company by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of the prospectus, the issuer free writing prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same.

(b) The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Participating Shareholders provided in this Section 8 or otherwise on commercially reasonable terms negotiated on an aim’s length basis with such underwriters.

9.	Indemnification by Participating Shareholders.

Each Participating Shareholder holding Registrable Securities included in any Registration Statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity from the Company contained in Section 8(a)(i) and Section 8(a)(ii) to such Participating Shareholder, but only with respect to information furnished in writing by such Participating Shareholder or on such Participating Shareholder’s behalf expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, any preliminary prospectus or any “issuer free writing prospectus.” Each such Participating Shareholder also agrees to indemnify and hold harmless any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 9. As a condition to including Registrable Securities in any Registration Statement filed in accordance herewith, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Participating Shareholder shall be liable under this Section 9 for any Damages in excess of the net proceeds realized by such Participating Shareholder in the sale of Registrable Securities of such Participating Shareholder to which such Damages relate.

10.	Conduct of Indemnification Proceedings.

If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 8 or Section 9, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party may, at its option, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, that the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent and only to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (but such consent shall not be unreasonably withheld or delayed). Without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), no Indemnifying Party shall consent to the entry of any judgment or effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement is either (i) settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or (ii) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

11.

Survival.

Section 8, Section 9, Section 10 and Section 12 hereto will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.

12.	Contribution.

(a) If the indemnification provided for herein is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 12 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any out-of-pocket legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 12, no Participating Shareholder shall be required to contribute any amount for Damages in excess of the gross proceeds realized by Participating Shareholder in the sale of Registrable Securities of Participating Shareholder to which such Damages relate. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Participating Shareholder’s obligation to contribute pursuant to this Section 12 is several in the proportion that the net proceeds of the offering received by Participating Shareholder bears to the total net proceeds of the offering received by all such Participating Shareholders and not joint.

13.	Participation in Public Offering.

(a) No Person may participate in any Public Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (provided, that no Holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such Holder has requested the Company include in any Registration Statement) and (ii) completes, executes and delivers or causes to be delivered all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents and instruments reasonably required under the terms of such underwriting arrangements and the provisions set forth herein in respect of registration rights.

(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of notice from the Company of the occurrence of any event of the kind described in Section 7(i) above, such Person shall immediately discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 7(i). In the event the Company has given any such notice, the applicable time period during which a Registration Statement is to remain effective shall be extended (provided, that the Company shall not cause any Registration Statement to remain effective beyond the latest date allowed by applicable Law) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 7(i) to and including the date when each Holder of Registrable Securities covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 7(i).

14.	Compliance with Rule 144.

The Company shall timely file any reports required to be filed by it under the Securities Act and the Exchange Act. The Company shall also take such further action as any Holder may reasonably request (including making available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c)), to the extent required to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Notwithstanding the foregoing, nothing in this Section 14 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

15.	Selling Expenses.

All Selling Expenses relating to the offer and sale of Registrable Securities registered under the Securities Act pursuant to this Agreement shall be borne and paid by the Holders of such Registrable Securities, in proportion to the number of Registrable Securities included in such registration for each such Holder.

16.	Prohibition on Requests; Holders’ Obligations.

date of any Underwritten Offering effected by the Company; provided, in each case, that such Holder has been provided with a right to participate in the prior offering in accordance with the terms of this Agreement and either (i) has refused or not promptly accepted such opportunity or (ii) has not been cut back to less than 50% of the Registrable Securities requested to be included by such Holder.

17.	Miscellaneous.

(a) Remedies; Specific Performance.

(i)

Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party shall be deemed cumulative with and not exclusive of any other remedy conferred by this Agreement, or by law or equity upon such Party, and the exercise by a Party of any one remedy shall not preclude the exercise of any other remedy.

(ii)

The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, at any time prior to the termination of this Agreement pursuant to Section 17(j), the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in Section 17(g), without proof of actual damages (and each Party waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Company and the Majority Holders. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by each Holder of the Registrable Securities being sold by such Holders pursuant to such Shelf Registration Statement; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 17(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

(c) Notices. Any notice, request, instruction or other document or communication to be given hereunder by any Party to the others shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) on the date sent if sent by email if sent before 5:00 p.m. Pacific Time on a Business Day, or otherwise, the first Business Day following such date; (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or (d) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(i)

if to the Company, to:

Dole plc

29 North Anne Street

Dublin 7, D07 PH36

Ireland

Email: jdevine@totalproduce.com

Attn: Jacinta Devine, Company Secretary

with a copy (which shall not constitute notice) to:

Arthur Cox

Earlsfort Centre

Earlsfort Terrace

Dublin 2, Ireland

Email: stephen.hegarty@arthurcox.com

Attention: Stephen Hegarty

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34th Floor

Los Angeles, California 90071

Email: david.eisman@skadden.com

michelle.gasaway@skadden.com

Attention: David C. Eisman, P. Michelle Gasaway

(ii)

if to a Holder, at the most current address given by such Holder to the Company in a Notice, Agreement and Questionnaire or any amendment thereto or, at the Company’s option, pursuant to the Legal Notice System on DTC, or successor system thereto;

or to such other address as such Person may have furnished to the other Persons identified in this Section 17(c) in writing in accordance herewith.

(d) Majority of Registrable Securities. For purposes of determining what constitutes Holders of a majority of Registrable Securities, as referred to in this Agreement, a majority shall constitute a majority of the Ordinary Shares that constitute Registrable Securities.

(e) Assignability; Third-Party Rights. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part, by operation of law or otherwise, by any Party, and any such assignment shall be null and void, except for any assignment (i) by a Holder to a Permitted Transferee who executes a Joinder Agreement to the extent provided in the Joinder Agreement, and any such assignment permitted hereunder shall be effected hereunder upon giving written notice thereof to the Company or (ii) with the prior written consent of the Company, with respect to an assignment by a Holder, or the Majority Holders, with respect to an assignment by the Company. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties and their respective successors and assigns. Nothing in this Agreement is intended to or shall confer upon any Person (other than the Parties) any right, benefit or remedy of any nature whatsoever.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Governing Law and Venue; Jurisdiction; WAIVER OF JURY TRIAL.

(i)

THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally consents and submits, for itself and with respect to its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the appropriate respective appellate courts therefrom (or only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court located in the State of Delaware and the appropriate respective appellate courts therefrom) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to jurisdiction thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Court of Chancery of the State of Delaware (or only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court located in the State of Delaware). The Parties hereby consent to and

grant any such court jurisdiction over the person of such Parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7(c) or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

(ii)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR TO THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(g).

(h) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(i) Entire Agreement. This Agreement is intended by the Parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the Parties with respect to such registration rights. No Party shall have any rights, duties or obligations other than those specifically set forth in this Agreement.

(j) Termination. This Agreement and the obligations of the Parties hereunder shall terminate upon such time as there are no Registrable Securities, except for the provisions of Sections 3(f), 4(d), 8, 9, 10, 11, 12, 15, 17(c), 17(g) and this 17(j), which shall survive such termination.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.


COMPANY:

DOLE PLC

By:
		Name:
		Title:

[Signature Page to Registration Rights Agreement]


HOLDERS:

THE MURDOCK GROUP, LLC

By:
		Name:
		Title:


CASTLE & COOKE HOLDINGS, INC.

By:
		Name:
		Title:


DOLICIOUS CORPORATION

By:
		Name:
		Title:

SCHEDULE A

HOLDERS OF REGISTRABLE SECURITIES

The Murdock Group, LLC

Castle & Cooke Holdings, Inc.

Dolicious Corporation

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

ANNEX A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT (“Joinder”), dated [________], is executed by [________] (the “Transferee”) and by [________] (the “Transferor”) pursuant to the terms of the Registration Rights Agreement, dated as of [__], 20[__] (the “Registration Rights Agreement”), by and among Dole plc, a corporation incorporated in Ireland (the “Company”), and the Holders party thereto. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Rights Agreement.

Acknowledgment. Transferee and Transferor each acknowledge that Transferee is acquiring Ordinary Shares of the Company from Transferor, upon the terms and subject to the conditions of the Registration Rights Agreement.

Assignment. Transferor hereby assigns all rights under the Registration Rights Agreement to Transferee and Transferor and Transferee each confirm that Transferee is a Permitted Transferee and that Transferor and Transferee have each provided notice of this assignment to the Company pursuant to Section 17(e) of the Registration Rights Agreement.

Agreement. Transferee agrees that it shall be fully bound by and subject to the terms of the Registration Rights Agreement and the terms of this Joinder.

Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’s signature below.

[SIGNATURE PAGE FOLLOWS]


TRANSFEROR
[________________________________]



By:


Name:
Title:


TRANSFEREE
[________________________________]



By:


Name:
Title:

Address for Notices:

[Signature Page to Joinder Agreement to Registration Rights Agreement]

EXHIBIT B

Form of Trademark License Extension

SEVENTH AMENDMENT TO TRADEMARK LICENSE AGREEMENT

This Seventh Amendment to Trademark License Agreement (this “Amendment”) is dated effective as of [•]¹, between Dole Food Company, Inc., a North Carolina corporation (“Dole”), and Castle & Cooke, Inc., a Hawaii corporation (“Licensee”), and amends the Trademark License Agreement entered into by the parties as of December 7, 1995, as heretofore amended (the “Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

RECITALS:

WHEREAS, the fourth Extension Term of the Agreement expires on and as of December 6, 2022; and

WHEREAS, the parties wish to extend the Term for a fifth Extension Term on the terms and conditions set forth below.

AGREEMENT:

NOW, THEREFORE, Dole and Licensee hereby agree as follows:

1. The Term is hereby extended for a fifth Extension Term, which will be deemed to have commenced [[•], 2021][December 7, 2022] and, unless sooner terminated in accordance with the Agreement, will continue until [•], 2036².

2. Except as expressly modified by this Amendment, the Agreement is confirmed and shall remain in full force and effect.

3. This Amendment may be executed by electronic signatures and in any number of counterparts, each of which, when taken together, shall constitute but one and the same instrument.

4. This Amendment shall be governed by and construed in accordance with the laws of the

State of California.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to

execute this Amendment as of the date first above written.


CASTLE & COOKE, INC.						DOLE FOOD COMPANY, INC.

By:						By:

Title:						Title:

By:						By:

Title:						Title:

¹	Amendment to be effective as of the Completion Date.

²	To be the 15-year anniversary of the Completion Date.

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NO. 1 TO TRANSACTION AGREEMENT

This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of April 23, 2021 (this “Amendment”), is entered into by and among Total Produce plc, a company incorporated in Ireland, Total Produce USA Holdings Inc., a Delaware corporation, Dole Limited (formerly known as Pearmill Limited and to be renamed Dole plc), a company incorporated in Ireland, TP-Dole Merger Sub, LLC, a Delaware limited liability company, DFC Holdings, LLC, a Delaware limited liability company, The Murdock Group, LLC, a California limited liability company, Castle & Cooke Holdings, Inc., a Delaware corporation, and Dolicious Corporation, a Nevada corporation (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement, dated as of February 16, 2021 (the “Transaction Agreement”), by and among the Parties.

RECITALS

WHEREAS, Section 12.4 of the Transaction Agreement provides that an amendment of the Transaction Agreement shall be binding if evidenced in a writing duly executed by each of the Parties; and

WHEREAS, the Parties desire to amend the Transaction Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth in this Amendment, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

AGREEMENT

1. Amendment to Section 4.1. Section 4.1 of the Transaction Agreement is hereby amended and restated in its entirety as follows:

Immediately prior to the Merger Effective Time, the C&C Parties shall sell to TP USA:

(a)

(b)

A number of Class A DFC Holdings Units with an aggregate value equal to the value of the Pending Claims as of immediately prior to the Closing (based on the value of Class A DFC Holdings Units implied by the IPO Price) in satisfaction of the Pending Claims (the sales described in clauses (a) and (b), collectively, the “Pre-Closing Unit Sales”).

2. Amendment to Section 6. Section 6 of the Transaction Agreement is hereby amended and restated in its entirety as follows:

Immediately following Completion,

(a)

DFC Holdings shall cause Dole OpCo to distribute the C&C Promissory Note as a dividend to DFC Holdings;

(b)

Immediately thereafter, DFC Holdings shall distribute the C&C Promissory Note as a dividend to TP USA; and

(c)

Immediately thereafter, TP USA shall transfer the C&C Promissory Note to TMG in full satisfaction of the TP USA Promissory Note (the actions set forth in clauses (a)-(c), collectively, the “Distributions and Transfers”).

3. Amendment to Section 8.1(b). Section 8.1(b) of the Transaction Agreement is hereby deleted in its entirety.

4. Amendment to Section 8.7(j). The second sentence of Section 8.7(j) of the Transaction Agreement is hereby amended and restated as follows:

The C&C Parties shall bear Transfer Taxes, if any, incurred in connection with the (i) Pre-Closing Unit Sales and (ii) Distributions and Transfers.

5. Amendment to Section 8.7(k). The third sentence of Section 8.7(k) of the Transaction Agreement is hereby deleted in its entirety.

6. Amendment to Section 8.9. The first sentence of Section 8.9 of the Transaction Agreement is hereby amended and restated as follows:

The Parties acknowledge and agree that, from and after the date of this Agreement until Completion or, if earlier, the termination of this Agreement pursuant to Clause 11.1, the DFC Holdings LLC Agreement and the Dole OpCo Bylaws shall continue in full force and effect in accordance with their respective terms and, accordingly, certain actions relating to the operations of DFC Holdings and Dole OpCo shall remain subject to a Majority Vote or Supermajority Vote pursuant to the DFC Holdings LLC Agreement or the Dole OpCo Bylaws, as applicable.

7. Amendments to Annex A.

(a)

The definitions of “Aircraft,” “Aircraft Appraisal Value,” “Flight Operations Equity,” “TP USA Promissory Note 1” and “TP USA Promissory Note 2” in Annex A to the Transaction Agreement are each deleted in their entirety.

(b)

The definition of “Pre-Closing Unit Sales” in Annex A to the Transaction Agreement is hereby amended and restated in its entirety as follows:

“Pre-Closing Unit Sales” shall have the meaning given to that term in Clause 4.1(b);

(c)

The definition of “TP USA Promissory Notes” in Annex A to the Transaction Agreement, and all references to “TP USA Promissory Notes” in the Transaction Agreement, shall hereafter be deemed to mean “TP USA Promissory Note.”

8. Certain Approvals. Notwithstanding anything to the contrary in the DFC Holdings LLC Agreement or the Dole OpCo Bylaws, the C&C Parties hereby agree to, and to cause their designees on the Board of Managers of DFC Holdings and the Board of Directors of Dole OpCo to, (a) vote in favor of (in person, by proxy or by action by written consent, as applicable) any action proposed to be taken by DFC Holdings, Dole OpCo or their respective subsidiaries regarding the matters described in Section 4.6(q) of the DFC Holdings LLC Agreement and Section 3.13.17 of the Dole OpCo Bylaws, as applicable, and (b) take such other action in support of such matters as shall reasonably be requested by TP USA.

9. No Other Modification. The Parties acknowledge and agree that the Transaction Agreement is being amended only as stated herein, and no other amendments to the Transaction Agreement, express or implied, are, or have been intended to be, made by the undersigned, and, except as expressly provided herein, the Transaction Agreement shall remain in full force and effect in accordance with its terms and conditions.

10. Miscellaneous. The provisions of Section 12 of the Transaction Agreement are incorporated herein by reference and shall apply to this Amendment as if set forth in full herein.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.


TOTAL PRODUCE PLC

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: Director

[Signature Page to Amendment No. 1 to Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.


DOLE LIMITED

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: Director

[Signature Page to Amendment No. 1 to Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.


TOTAL PRODUCE USA HOLDINGS INC.

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: President

[Signature Page to Amendment No. 1 to Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.


TP-DOLE MERGER SUB, LLC

By:		/s/ Carl McCann
		Name: Carl McCann
		Title: President

[Signature Page to Amendment No. 1 to Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.


DFC HOLDINGS, LLC

By:		/s/ Johan Lindén
		Name: Johan Lindén
		Title: President and Chief Executive Officer

By:		/s/ Jared Gale
		Name: Jared Gale
		Title: Vice President, General Counsel and Corporate Secretary

[Signature Page to Amendment No. 1 to Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.


THE MURDOCK GROUP, LLC

By:		/s/ Gary Wong
		Name: Gary Wong
		Title: President, Chief Financial Officer and Treasurer

By:		/s/ Ryan Gores
		Name: Ryan Gores
		Title: Vice President, General Counsel and Secretary

CASTLE & COOKE HOLDINGS, INC.

By:		/s/ Gary Wong
		Name: Gary Wong
		Title: President, Chief Financial Officer and Treasurer

By:		/s/ Ryan Gores
		Name: Ryan Gores
		Title: Vice President, General Counsel and Secretary

DOLICIOUS CORPORATION

By:		/s/ Gary Wong
		Name: Gary Wong
		Title: President, Chief Financial Officer and Treasurer

By:		/s/ Ryan Gores
		Name: Ryan Gores
		Title: Vice President, General Counsel and Secretary

[Signature Page to Amendment No. 1 to Transaction Agreement]

Exhibit 10.4

DOLE PLC

2021 OMNIBUS INCENTIVE COMPENSATION PLAN

LOGO

TABLE OF CONTENTS


1.	EFFECTIVE DATE, OBJECTIVES AND DURATION	1
2.	DEFINITIONS	1
3.	ADMINISTRATION	9
4.	GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN AND LIMITATIONS	13
5.	ELIGIBILITY AND GENERAL CONDITIONS OF AWARDS	17
6.	STOCK OPTIONS	20
7.	STOCK APPRECIATION RIGHTS	22
8.	RESTRICTED SHARES	23
9.	PERFORMANCE UNITS AND PERFORMANCE SHARES	24
10.	DEFERRED STOCK AND RESTRICTED STOCK UNITS	24
11.	DIVIDEND EQUIVALENTS	26
12.	BONUS SHARES	26
13.	OTHER STOCK-BASED AWARDS	26
14.	CASH INCENTIVE AWARDS	26
15.	AMENDMENT, MODIFICATION, AND TERMINATION	27
16.	COMPLIANCE WITH CODE SECTION 409A	27
17.	WITHHOLDING	29
18.	LEGAL ENTITLEMENT	30
19.	NON-COMPETE UNDERTAKING BY A PARTICIPANT	33
20.	DATA PROTECTION	33
21.	AWARDS SUBJECT TO CLAW-BACK POLICIES.	34
22.	ADDITIONAL PROVISIONS	35

DOLE PLC

2021 OMNIBUS INCENTIVE COMPENSATION PLAN

1.	Effective Date, Objectives and Duration

1.1

Effective Date of the Plan. Dole plc, an Irish public limited company (the “Company”), has adopted the 2021 Omnibus Incentive Compensation Plan (the “Plan”) on [ ] July 2021 (the “Effective Date”). The terms of the Plan are set forth herein.

1.2

Objectives of the Plan. The Plan is intended (a) to allow selected employees, officers and Non-Employee Directors of and Consultants to the Company and its Subsidiaries to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and its Subsidiaries in attracting new employees, officers, Non-Employee Directors and Consultants and retaining existing employees, officers, Non-Employee Directors and Consultants, (b) to provide annual cash incentive compensation opportunities that are competitive with those of peer corporations, (c) to optimize the profitability and growth of the Company and its Subsidiaries through incentives which are consistent with the Company’s goals, (d) to provide Participants with an incentive for excellence in individual performance, (e) to promote teamwork among employees, officers, Consultants and Non-Employee Directors, and (f) to attract and retain highly qualified persons to serve as employees, officers, Non-Employee Directors and Consultants and to promote ownership by such employees, officers, Non-Employee Directors and Consultants of a greater proprietary interest in the Company, thereby aligning such employees’, officers’, Non-Employee Directors’ and Consultants’ interests more closely with the interests of the Company’s shareholders.

1.3

Duration of the Plan. The Plan shall commence on the date of adoption of the Plan by the Board of Directors of the Company (the “Board”), which is the Effective Date, and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Rule 15 hereof, until the earlier of 11:59 p.m. (EST) on [ ] June 2031, or the date all Shares subject to the Plan shall have been issued and the restrictions on all Restricted Shares granted under the Plan shall have lapsed, according to the Plan’s provisions; provided that, for the avoidance of doubt, any Awards granted prior to the date of such termination shall remain outstanding in accordance with their terms.

2.	Definitions

2.1

Whenever used in the Plan, the following terms shall have the meanings set forth below:

(a)

“ADS” means an American Depositary Share representing one ordinary share of the Company, nominal value $0.01 per share, registered with the SEC and listed for trading on NYSE under the trading symbol “[ ]”; an ADS may be represented by a physical certificate referred to as an American Depositary Receipt, or “ADR.”

(b)

“Affiliate” means any corporation or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares or stock possessing more than fifty percent (50%) of the total combined voting power of all classes of shares or stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of shares or stock of such corporation, or (b) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of a non-corporate entity. Affiliate includes any corporation or other entity that becomes such on or after the Effective Date.

(c)

“Applicable Law” means the laws of Ireland applicable to the Company, any legal or regulatory requirement relating to the Plan, Awards and/or Shares under applicable U.S. federal, state and local laws, the requirements of NYSE and any other stock exchange or automated quotation system upon which the Shares are listed, the Code, and the applicable laws, rules, regulations and requirements of any other country or jurisdiction (in addition to Ireland as provided above) where Awards are or are to be granted, exercised, vested or be settled, as such laws, rules, regulations and requirements shall be in place from time to time;

(d)

“Award” means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares, Cash Incentive Awards or Other Stock-Based Awards granted under the Plan.

(e)

“Award Agreement” means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Participant describing the terms and provisions of such Award, including in either case any amendment or modification thereof.

(f)

“Board” means the Board of Directors of the Company.

(g)

“Bonus Shares” means Shares that are awarded to a Participant with or without cost (save in all events for payment by the Participant in cash of the nominal value per Share if required by Applicable Law) and without restrictions either in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Participant, as payment in lieu of any cash remuneration otherwise payable to the Participant.

(h)

“Cash Incentive Award” means an Award granted under Rule 14 of the Plan.

(i)

“Cause” shall mean, unless otherwise defined in an Award Agreement, a termination of a Participant’s service to the Company or any of its Subsidiaries due to (i) the continued failure by such Participant, after written notice, to substantially perform his or her duties with the Company or any of its Subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical illness or injury or mental illness), (ii) the engagement by such Participant in serious misconduct that causes, or in the good faith judgment of the Incentive Plan Committee may cause, harm (financial or otherwise) to the Company or any of its Subsidiaries including, without limitation, (A) the disclosure of material secret or confidential information of the Company or any of its Subsidiaries, or (B) the material breach by the Participant of any agreement between such Participant, on the one hand, and the Company, on the other hand. Notwithstanding the above, with respect to any Participant who is a party to an employment agreement with the Company, Cause shall have the meaning set forth in such employment agreement.

(j)

“CEO” means the Chief Executive Officer of the Company.

(k)

“Change in Control” shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following paragraphs:

(i)

any Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 30% or more of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)

individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

(iii)

there is consummated a takeover, merger or consolidation of the Company by or with any other corporation other than (A) a takeover, merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a takeover, merger or consolidation effected to implement a scheme of arrangement, cross boarder merger or re-capitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(iv)

shareholder approval of the complete liquidation or dissolution of the Company; or

(v)

there is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A) a compromise or arrangement sanctioned by the court under Chapter 1 of Part 9 of the Companies Act, (B) an acquisition pursuant to Chapter 2 of Part 9 of the Companies Act, or (C) a merger pursuant to the European Communities (Cross-Border Mergers) Regulations 2008. Notwithstanding the foregoing, in the case of any Award that constitutes deferred compensation within the meaning of Code Section 409A, there shall not be a Change in Control unless there is a change in the ownership or effective control of the Company, or in a substantial portion of the assets of the Company, within the meaning of Code Section 409A where necessary for such Award to comply with Code Section 409A.

(l)

“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references to regulations and rulings thereunder and to successor provisions.

(m)

“Companies Act” means the Irish Companies Act 2014.

(n)

“Compensation Committee” means the compensation committee of the Board.

(o)

“Corporate Transaction” has the meaning set forth in Rule 4.4(b).

(p)

“Consultant” means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor.

(q)

“Deferred Stock” means a right, granted under Rule 10, to receive Shares at the end of a specified deferral period.

(r)

“Disability” or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established by the Incentive Plan Committee for purposes of the Plan:

(i)

Except as provided in (b) below, a disability within the meaning of Section 22(e)(3) of the Code; and

(ii)

In the case of any Award that constitutes deferred compensation within the meaning of Code Section 409A, a disability as defined in regulations under Code Section 409A where necessary for such Award to comply with Code Section 409A. For purpose of Code Section 409A, a Participant will be considered Disabled if:

(A)

the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(B)

the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

(s)

“Dividend Equivalent” means a right to receive payments equal to dividends or property, if and when paid or distributed, on a specified number of Shares.

(t)

“Effective Date” has the meaning set forth in Rule 1.

(u)

“Eligible Person” means any employee (including any officer) of, or non-employee consultant to, or Non-Employee Director of, the Company or any Affiliate, or potential employee (including a potential officer) of, or potential non-employee consultant to, the Company or an Affiliate; provided, however, that solely with respect to the grant of an Incentive Stock Option, an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary. Solely for purposes of Rule 5.7(b), current or former employees or Non-Employee Directors of, or non-employee consultants to, an Acquired Entity who receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.

(v)

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include references to successor provisions.

(w)

“Exercise Price” means (a) with respect to an Option, the price at which a Share may be subscribed for or purchased by a Participant pursuant to such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Rule 7, which is used to determine the amount, if any, of the payment due to a Participant upon exercise of the SAR.

(x)

“Fair Market Value” means a price that is based on the closing price of a Share (represented by ADSs) reported on NYSE, or if not NYSE, on the established stock exchange which is the principal exchange upon which the Shares or ADSs are traded on the applicable date or, if the Shares are not traded on such date, the immediately preceding trading day. Unless the Incentive Plan Committee determines otherwise, if the Shares or ADSs are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share or ADS on the applicable date, or if no such trades were made that day then the most recent date on which Shares or ADSs were publicly traded. In the event Shares or ADSs are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Incentive Plan Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation 1.409A-1(b)(5)(iv)(B). The Fair Market Value that the Incentive Plan Committee determines shall be final, binding and conclusive on the Company, any Affiliate and each Participant.

(y)

“Forfeiture” means, in relation to Restricted Shares, the compulsory transfer of Restricted Shares by the Participant, in accordance with and on and subject to the terms set out in the Award Agreement to one of the following, at the election of the Company; the Company, subject to Applicable Law and the Constitution of the Company, an employee benefit trust established by the Company, or a third party nominated by the Company. “Forfeiture” means, in relation to any other Award, the termination of the Award without the Award becoming vested, exercisable or payable. “Forfeitable,” “Forfeited” and “non-Forfeitable” shall be construed accordingly;

(z)

“Forfeiture Transferee” means the person to which or whom Restricted Shares are transferred pursuant to Forfeiture;

(aa)

“Grant Date” means the date on which an Award is granted or such later date as specified in advance by the Incentive Plan Committee.

(bb)

“Immediate Family” has the meaning set forth in Rule 5.5(c).

(cc)

“Incentive Plan Committee” has the meaning set forth in Rule 3.1(a).

(dd)

“Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

(ee)

“including” or “includes” means “including, without limitation,” or “includes, without limitation,” respectively.

(ff)

“Irish Takeover Rules” means the takeover rules made from time to time by the Irish Takeover Panel under the powers granted to it by the Irish Takeover Panel Act 1997.

(gg)

“Management Committee” has the meaning set forth in Rule 3.1(b).

(hh)

“NYSE” means the NYSE Global Market.

(ii)

“Non-Employee Director” means a member of the Board who is not an employee of the Company or any Affiliate.

(jj)

“Option” means an option granted under Rule 6 of the Plan.

(kk)

“Ordinary Share” means an Ordinary Share, par value $0.01, in the capital of the Company.

(ll)

“Other Stock-Based Award” means a right, granted under Rule 13 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.

(mm)

“Participant” means a person who has been granted an Award.

(nn)

“Performance Conditions” has the meaning set forth in Rule 4.5.

(oo)

“Performance Period” means the time period during which performance goals must be met.

(pp)

“Performance Share” and “Performance Unit” mean an Award granted as a Performance Share or Performance Unit under Rule 9.

(qq)

“Period of Restriction” means the period during which Restricted Shares are subject to Forfeiture if the conditions specified in the Award Agreement are not satisfied.

(rr)

“Permitted Transferee” has the meaning set forth in Rule 5.5(c).

(ss)

“Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

(tt)

“Personal Data” means any information that is included in “personal information,” “personally identifiable information,” “PII,” “personal data” or other related or similar term under any applicable privacy or data protection law, including “personal data” as defined in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(uu)

“Plan” means this Dole plc 2021 Omnibus Incentive Compensation Plan, in its current form or as hereafter amended.

(vv)

“QDRO” has the meaning set forth in Rule 5.5(a).

(ww)

“Restricted Shares” means Shares issued under Rule 8 that are both subject to Forfeiture and are non-transferable if the Participant does not satisfy the conditions specified in the Award Agreement applicable to such Shares.

(xx)

“Restricted Stock Units” are rights, granted under Rule 10, to receive Shares if the Participant satisfies the conditions specified in the Award Agreement applicable to such rights, and subject always to the Participant paying the nominal value in cash for each such Share;

(yy)

“Returned Shares” has the meaning set forth in Rule 4.2.

(zz)

“SEC” means the United States Securities and Exchange Commission, or any successor thereto.

(aaa)

“Separation from Service” means, with respect to any Award that constitutes deferred compensation within the meaning of Code Section 409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For this purpose, a “separation from service” is deemed to occur on the date that the Company and the Participant reasonably anticipate that the level of bona fide services the Participant would perform for the Company and/or any Affiliates after that date (whether as an employee, Non-Employee Director or consultant or independent contractor) would permanently decrease to a level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The Incentive Plan Committee retains the right and discretion to specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller who provides services to a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

(bbb)

“Share” means an Ordinary Share, and such other securities of the Company, as may be substituted or resubstituted for Shares pursuant to Rule 4.4 hereof; unless the context otherwise requires, references herein to “Shares” shall include references to ADSs.

(ccc)

“Stock Appreciation Right” or “SAR” means an Award granted under Rule 7 of the Plan entitling the recipient to receive Shares (or cash, to the extent explicitly provided for in the applicable Award Agreement) having a value equal to the excess of the Fair Market Value of a Shares on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised.

(ddd)

“Subsidiary” has the same meaning as in section 7 of the Companies Act.

(eee)

“Substitute Awards” has the meaning set forth in Rule 5.7(b).

(fff)

“Surviving Company” means the surviving corporation in any scheme of arrangement, merger or consolidation, involving the Company, including the Company if the Company is the surviving corporation, or the direct or indirect parent company of the Company or such surviving corporation following a sale of substantially all of the outstanding shares or stock of the Company.

(ggg)

“Tax Date” has the meaning set forth in Rule 17.1(b).

(hhh)

“Tax Liability” federal, state and local taxes, including Social Security and Medicare (“FICA”) taxes and local social insurance contributions and charges (including Universal Social Charge) any tax, universal social charge or social security contributions liability in connection with an Award for which the Incentive Plan Committee determines that the Participant is liable (or which may be recovered from the Participant) and for which the Company or any Affiliate or former Affiliate is obliged to account to any relevant authority.

(iii)

“Term” of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) or SAR, the exercise of the Option or SAR is prohibited by applicable law or Company policy, including a prohibition on purchases or sales of Company Shares under the Company’s insider trading policy, the term of the Option or SAR shall be extended for a period of thirty days following the end of the applicable prohibition, unless the Committee determines otherwise, provided that such extension shall not apply to the extent the extension would result any taxes or penalties under Code Section 409A.

(jjj)

“Termination of Affiliation” occurs on the first day on which an individual is for any reason no longer providing services to the Company or any Affiliate in the capacity of an employee, officer, Non-Employee Director or Consultant or with respect to an individual who is an employee, officer or Non-Employee Director of or a Consultant to an Affiliate, the first day on which such entity ceases to be an Affiliate of the Company; provided, however, that if an Award constitutes deferred compensation within the meaning of Code Section 409A, Termination of Affiliation with respect to such Award shall mean the Participant’s Separation from Service.

2.2

In the Plan, unless otherwise specified,

(a)

the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;

(b)

a reference to a rule is a reference to a rule of the Plan;

(c)

the singular includes the plural and vice-versa and the masculine includes the feminine;

(d)

a reference to a statutory provision includes any statutory modification, amendment or re-enactment thereof;

(e)

the Interpretation Act, 2005 of Ireland applies to the Plan in the same way as it applies to an enactment;

(f)

references to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes or representing or reproducing words in a visible form except as provided in these Rules and/or, where it constitutes writing in electronic form sent to the Company, the Company has agreed to its receipt in such form. Provisions in these Rules referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Incentive Plan Committee. Provisions in these Rules referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner as the Incentive Plan Committee has approved; and

(g)

unless the contrary intention appears, the use of the word “address” in these Rules in relation to electronic communications includes any number or address used for the purpose of such electronic communications.

3.	Administration

3.1

Committee.

(a)

Subject to Rule 15 and to Rule 3.2, the Plan shall be administered by a committee (the “Incentive Plan Committee”) appointed by the Compensation Committee from time to time. Notwithstanding the foregoing, either the Board or the Compensation Committee may at any time and in one or more instances reserve administrative powers to itself as the Incentive Plan Committee or exercise any of the administrative powers of the Incentive Plan Committee.

(b)

The Board or the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the CEO, any or all of the authority of the Board or the Incentive Plan Committee, as applicable, with respect to Awards to Participants other than Participants who are executive officers or Non-Employee Directors at the time any such delegated authority is exercised.

(c)

Unless the context requires otherwise, any references herein to “Committee” include references to the Incentive Plan Committee, the Board or the Compensation Committee to the extent Incentive Plan Committee, the Board or the Compensation Committee, as applicable, has assumed or exercises administrative powers itself as the Incentive Plan Committee pursuant to Rule 3.1(a), and to the Management Committee or the CEO to the extent either has been delegated authority pursuant to Rule 3.1(b), as applicable; provided that for purposes of Awards to Non-Employee Directors, “Committee” shall include only the full Board, upon recommendation by the Compensation Committee, except to the extent discretion is being exercised with respect to a specific award to an individual Non-Employee Director, in which case such Non-Employee Director shall be excluded for purposes of such Award.

3.2

Powers of Committee. Subject to and consistent with the provisions of the Plan (including, without limitation, Rule 3.1(c) and Rule 15), the Incentive Plan Committee has full and final authority and sole discretion as follows:

(a)

to determine when, to whom and in what types and amounts Awards should be granted;

(b)

to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, Forfeiture restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or an Affiliate and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as the Incentive Plan Committee shall determine);

(c)

to determine the benefit payable under any Performance Unit, Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash Incentive Award and to determine whether any performance or vesting conditions have been satisfied;

(d)

to determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection with an Award;

(e)

to determine the Term of any Option or SAR;

(f)

to determine the amount that a Participant shall pay for Restricted Shares, which shall be no less than the nominal value per Restricted Share if required by Applicable Law, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) shall be Forfeited and whether such shares shall be held in escrow;

(g)

to determine whether, to what extent and under what circumstances, subject to Applicable Law and the Company’s Constitution, an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, cancelled, Forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;

(h)

to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Participant or if and to the extent specified in the Award Agreement automatically or at the election of the Incentive Plan Committee;

(i)

subject to Rule 3.6 and Rule 15 below, to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(j)

to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;

(k)

to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(l)

to appoint such agents as the Incentive Plan Committee may deem necessary or advisable to administer the Plan;

(m)

to determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the consent of the Participant, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan; provided that the consent of the Participant shall not be required for any amendment (i) which does not materially and adversely affect the rights of the Participant, or (ii) which is necessary or advisable (as determined by the Incentive Plan Committee) to carry out the purpose of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to the extent the Award Agreement specifically permits amendment without consent;

(n)

subject to Rule 3.6, to cancel, with the consent of the Participant, outstanding Awards and to grant new Awards in substitution therefor;

(o)

to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Incentive Plan Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Participant;

(p)

to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including events described in Rule 4.4) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate, or in response to changes in Applicable Laws, regulations or accounting principles;

(q)

adopt rules and/or procedures (including the adoption of any subplan under the Plan) relating to the operation and administration of the Plan to accommodate requirements of local law, taxation and procedures;

(r)

to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan;

(s)

to determine whether any Award shall pertain to Shares or ADSs; and

(t)

to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations as may be required under the terms of the Plan or as the Incentive Plan Committee may deem necessary or advisable for the administration of the Plan.

3.3

Any action of the Incentive Plan Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, any Participant, any person claiming any rights under the Plan from or through any Participant, and shareholders, except to the extent the Incentive Plan Committee may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Incentive Plan Committee must or may make any determination shall be determined by the Incentive Plan Committee, and any such determination may thereafter be modified by the Incentive Plan Committee. The express grant of any specific power to the Incentive Plan Committee, and the taking of any action by the Incentive Plan Committee, shall not be construed as limiting any power or authority of the Incentive Plan Committee. The Incentive Plan Committee may delegate to officers or managers of the Company or any Affiliate the authority, subject to such terms as the Incentive Plan Committee shall determine, to perform specified functions under the Plan (subject to Rules 3.1(c) and Rule 4.3). The Incentive Plan Committee may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Incentive Plan Committee’s delegate or delegates that were consistent with the terms of the Plan and the Incentive Plan Committee’s prior delegation.

3.4

The Company shall bear all expenses of administering the Plan. The Company shall indemnify and hold harmless each person who is or shall have been a member of the Incentive Plan Committee acting as administrator of the Plan, or any delegate of such, against and from any cost, liability, loss or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any action, claim, suit, or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or not taken under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such action, suit, or proceeding against such person, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. Notwithstanding the foregoing, the Company shall not indemnify and hold harmless any such person if (i) applicable law or the Company’s governing documents prohibit such indemnification or (ii) such person did not act in good faith and in a manner that such person believed to be consistent with the Plan or (iii) such person’s conduct constituted gross negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s governing documents, as a matter of law or otherwise, or under any other power that the Company may have to indemnify such person or hold him or her harmless. The provisions of the foregoing indemnity shall survive indefinitely the term of this Plan.

3.5

Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which Participants are located, or in order to comply with the requirements of any foreign stock exchange, the Incentive Plan Committee, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Participants outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Participants resident in other jurisdictions to the Company to comply with applicable foreign laws or listing requirements of any such foreign stock exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Rule 4; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Incentive Plan Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other securities law or governing statute or any other Applicable Law.

3.6

No Repricings. Notwithstanding any provision in Rule 3.2 to the contrary, the terms of any outstanding Option or SAR may not be amended to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having with a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without shareholder approval; provided, however, that the restrictions set forth in this Rule 3.6 shall not apply to any adjustment allowed under to Rule 4.4.

3.7

Section 16 of the Exchange Act. Notwithstanding anything else, transactions under this Plan, to the extent they would otherwise be subject to Section 16 of the Exchange Act, are intended to comply with all applicable conditions of Rule 16b-3 or any successor rule under Section 16 of the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

4.	Grant of Awards; Shares Subject to the Plan and Limitations

4.1

Grants. The Incentive Plan Committee may, from time to time, grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Incentive Plan Committee, including, without limitation, attainment of Performance Conditions.

4.2

Number of Shares Available for Grants. Subject to adjustment as provided in Rule 4.4 and except as provided in Rule 5.7(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be [Insert figure equivalent to 8% of expected post IPO issued share capital] including Shares delivered pursuant to the exercise of Incentive Stock Options granted hereunder.

If all or any part of an Award terminates without the delivery of Shares, whether by lapse, Forfeiture, cancellation, cash-settlement or otherwise, the Shares subject to such Award, to the extent of any such termination, shall again be available for grant under the Plan. Notwithstanding the foregoing, upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and such number of Shares shall no longer be available for Awards under the Plan. Subject to Applicable Law, if any Shares subject to an Award granted hereunder are Forfeited or withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares shall be available for future grants of Awards under the Plan. Shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on exercise thereof shall be available for future grants of Awards under the Plan. However, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options or the purchase of any Awards granted hereunder. Notwithstanding the provisions of this Rule 4.2, no Shares may again be optioned, granted or awarded pursuant to an Incentive Stock Option if such action would cause such Option to fail to qualify as an incentive stock option under Section 422 of the Code.

Shares may be allotted and issued pursuant to the Plan from the Company’s authorized but unissued share capital, or the reissue of treasury Shares.

Unless otherwise determined by the Incentive Plan Committee, all Shares allotted pursuant to this Plan shall rank pari passu from the date of allotment with all other Ordinary Shares in issue as regard all voting and distribution rights notwithstanding that such Shares may not be fully paid at the date of allotment.

4.3

Maximum Awards to Non-Employee Directors. Non-Employee Director Awards. Subject to the terms of the Plan, the Board, upon recommendation by the Compensation Committee, may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from time to time as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Rule 5.7(b), a Non-Employee Director may not be granted Awards during any single calendar year that, taken together with any cash fees paid to such Non-Employee Director in respect of the Non-Employee Director’s services as a member of the Board during such calendar year, exceeds $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial accounting purposes); provided that the total value of Awards and cash fees paid to any non-executive chairman of the Board during any single calendar year may exceed such amount, as may be determined by the full Board, upon recommendation of the Compensation Committee, excluding such non-executive chairman.

4.4

Adjustments in Authorized Shares and Awards and Material Events Affecting the Shares.

(a)

Adjustment in Authorized Shares and Awards. In the event that the Incentive Plan Committee determines that any dividend or other distribution (excluding any ordinary dividend or distribution) (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Incentive Plan Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Incentive Plan Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Shares, or the Shares underlying any Award of Restricted Stock Units, Deferred Stock or other outstanding Share-based Award, and (v) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto). Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options or SARs to the extent that such adjustment would cause the Option or SAR (determined as if such Option or SAR was an Incentive Stock Option) to violate Section 424(a) of the Code or with respect to any Awards to the extent such adjustment would subject any Participant to taxation under Code Section 409A; and provided further that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(b)

Merger, Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another corporation or a sale of substantially all of the shares or stock of the Company, including by way of a court sanctioned compromise or scheme of arrangement or a merger pursuant to the European Communities (Cross-Border Mergers) Regulations 2008 that results in a Change in Control (a “Corporate Transaction”), unless an outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award with notice of such assumption or substitution to be given to Participants prior to the date of the Corporate Transaction, except as provided in an Award Agreement, the Incentive Plan Committee shall cancel any outstanding Awards that are not vested and non-Forfeitable as of the consummation of such Corporate Transaction (unless the Incentive Plan Committee in its discretion accelerates the vesting of any such Awards) and with respect to any vested and non-Forfeitable Awards, the Incentive Plan Committee may either (i) allow all Participants to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding Options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash and/or in securities and/or other property) in an amount equal to the amount that the Participant would have received (net of the Exercise Price with respect to any Options or SARs) if such vested Awards were settled or distributed or such vested Options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or SAR exceeds the amount payable per Share in the Corporate Transaction, such Awards shall be cancelled without any payment to the Participant.

(c)

Liquidation or Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Incentive Plan Committee. Additionally, the Incentive Plan Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-Forfeitable and cause any conditions on any such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or non-Forfeitable and allow all Participants to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of such proposed action. Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.

(d)

Deferred Compensation within the meaning of Code Section 409A. Notwithstanding the forgoing provisions of this Rule 4.4 if an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Rule 4.4(b) or 4.4(c), unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company as described in Treasury Regulation Section 1.409A-3(i)(5).

(e)

Binding effect of any scheme of arrangement. All Awards are made of the basis that any scheme of arrangement to be sanctioned under Chapter 1 of Part 9 of the Companies Act shall be binding on the Participants without such Participants having to approve such scheme in a separate meeting from the holders of the Ordinary Shares.

4.5

Performance Condition(s). The Performance Condition(s) may be chosen from among the following: the attainment by a Share of a specified Fair Market Value for a specified period of time or within a specified period of time; earnings per Share; earnings per Share from continuing operations; total shareholder return; return on assets; return on equity; return on capital; earnings before or after taxes, interest, depreciation, and/or amortization; return on investment; interest expense; cash flow; cash flow from operations; revenues; sales; costs; assets; debt; expenses; inventory turnover; economic value added; cost of capital; operating margin; gross margin; net income before or after taxes; operating earnings either before or after interest expense and either before or after incentives or asset impairments; attainment of cost reduction goals; revenue per customer; customer turnover rate; asset impairments; financing costs; capital expenditures; working capital; strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; customer satisfaction, aggregate product price and other product price measures; safety record; service reliability; debt rating; and achievement of business and operational goals, such as market share, new products, and/or business development; or any other performance condition as may be determined to be appropriate. Any applicable Performance Condition may be applied on a pre- or post-tax basis. The Incentive Plan Committee may, at any time, provide that the formula for such Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. The levels of performance required with respect to Performance Conditions may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Conditions may differ for Awards to different Participants. The Incentive Plan Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Conditions may apply to the Participant, a department, unit, division or function within the Company or any one or more Affiliates; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices).

If the Incentive Plan Committee, on the date of grant, prescribes that an Award shall become exercisable, non-Forfeitable and transferable or earned and payable only upon the attainment of any of the above Performance Conditions, the Award shall become exercisable, non-Forfeitable and transferable or earned and payable only to the extent that the Incentive Plan Committee determines that such conditions have been achieved. In determining if the performance conditions have been achieved, the Incentive Plan Committee may adjust the performance targets in the event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is material taken as a whole as appropriate to fairly and equitably determine if the Award is to become

exercisable, non-Forfeitable and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been achieved, the Incentive Plan Committee also may adjust the performance targets in the event of any (i) unanticipated asset write-downs or impairment charges, (ii) litigation or claim judgments or settlements thereof, (iii) changes in tax laws, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization or restructuring programs, (v) extraordinary non-reoccurring items, or (vi) such other adjustments determined by the Incentive Plan Committee with respect to an Award or from time to time.

The Incentive Plan Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals.

4.6

Delivery of Shares on exercise of an Award. The Company shall as soon as reasonably practicable and in any event not later than thirty days after the exercise of an Award, procure the transfer to or for the benefit of the Participant of the number of Shares which the Incentive Plan Committee has determined to have vested under the Award by the delivery to the Participant or his nominee of such Shares in certificated or uncertificated form, as appropriate and the Participants may not make any claim against the Company for any loss of value so long as the Shares are delivered within such thirty day period to the extent permitted by Applicable Law.

5.	Eligibility and General Conditions of Awards

5.1

Eligibility. The Incentive Plan Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award; provided, however, that all Awards made to Non-Employee Directors shall be determined by the full Board, upon recommendation by the Compensation Committee. No Award may be granted at a time when such grant would constitute a breach of Applicable Law.

5.2

Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement and, unless the Incentive Plan Committee determines otherwise, such Agreement must be signed, acknowledged and returned by the Participant to the Company. Unless the Incentive Plan Committee determines otherwise, any failure by the Participant to sign and return the Agreement within such period of time following the granting of the Award as the Incentive Plan Committee shall prescribe shall cause such Award to the Participant to be null and void. By accepting an Award or other benefits under the Plan (including participation in the Plan), each Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consented to, all provisions of the Plan and the Agreement.

5.3

General Terms and Termination of Affiliation. The Incentive Plan Committee may impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions of Rule 15.2, thereafter, such additional terms and conditions not inconsistent with the provisions of the Plan as the Incentive Plan Committee shall determine, including terms requiring Forfeiture or transfer, acceleration or pro-rata acceleration of Awards in the event of a Termination of Affiliation by the Participant. Awards may be granted for no consideration other than prior and future services save that in no event will Shares the subject to Award be allotted and issued unless the nominal value per Share is paid in cash, save to the extent permitted by Applicable Law and the Company’s Constitution. Except as otherwise determined by the Incentive Plan Committee pursuant to this Rule 5.3, all Options that have not been exercised, or any other Awards that remain subject to a risk of Forfeiture or which are not otherwise vested, or which have outstanding Performance Periods, at the time of a Termination of Affiliation shall be Forfeited to the Company. Additionally, no dividends or Dividend Equivalents shall be paid with respect to any Awards that do not become vested, non-Forfeitable or payable under the Plan.

5.4

Termination for Cause. Notwithstanding any other provision of the Plan or any Agreement to the contrary, a Participant shall Forfeit any and all rights under an Award upon receipt of notice from the Company or an Affiliate that the Participant will incur a Termination of Affiliation by the Company or such Affiliate for Cause.

5.5

Non-transferability of Awards.

(a)

Each Award and each right under any Award shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under Applicable Law, by the Participant’s guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic relations order (a “QDRO”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

(b)

No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Shares, to the Company or other Forfeiture Transferee) or pursuant to a QDRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the Participant’s death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(c)

Notwithstanding Rules 5.5(a) and 5.5(b), to the extent provided in the Award Agreement, Awards (other than Incentive Stock Options and corresponding Awards) may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee” in respect of any Participant means any member of the Immediate Family of such Participant, any trust of which all of the primary beneficiaries are such Participant or members of his or her Immediate Family, or any partnership (including limited liability companies and similar entities) of which all of the partners or members are such Participant or members of his or her Immediate Family; and the “Immediate Family” of a Participant means the Participant’s spouse, any person sharing the Participant’s household (other than a tenant or employee), children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Award may be exercised by such transferee in accordance with the terms of the Award Agreement. If so determined by the Incentive Plan Committee, a Participant may, in the manner established by the Incentive Plan Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any distribution with respect to any Award upon the death of the Participant. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Incentive Plan Committee.

(d)

Nothing herein shall be construed as requiring the Company or any Affiliate to honor a QDRO except to the extent required under Applicable Law.

5.6

Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Incentive Plan Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised or other Award at any time if the Participant is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Participant has a Termination of Affiliation.

5.7

Stand-Alone, Tandem and Substitute Awards.

(a)

Awards granted under the Plan may, in the discretion of the Incentive Plan Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Participant to tax penalties imposed under Code Section 409A. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Incentive Plan Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in tandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Stock Option.

(b)

The Incentive Plan Committee may, in its discretion and on such terms and conditions as the Incentive Plan Committee considers appropriate in the circumstances, grant Awards under the Plan (“Substitute Awards”) in substitution for share or stock and share or stock-based awards (“Acquired Entity Awards”) held by current or former employees or non-employee directors of, or Consultants to, another corporation or entity who become Eligible Persons as the result of a scheme of arrangement, merger or consolidation of the employing corporation or other entity (the “Acquired Entity”) with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or shares or stock of the Acquired Entity immediately prior to such scheme of arrangement, merger, consolidation or acquisition in order to preserve for the Participant the economic value of all or a portion of such Acquired Entity Award at such price as the Incentive Plan Committee determines necessary to achieve preservation of economic value. The limitations of Rule 4.2 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Rule 5.7(b).

5.8

Deferral of Award Payouts. The Incentive Plan Committee may permit a Participant to defer, or if and to the extent specified in an Award Agreement require the Participant to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect to Restricted Stock Units, the satisfaction of any requirements or goals with respect to Performance Units or Performance Shares, the lapse or waiver of the deferral period for Deferred Stock, or the lapse or waiver of restrictions with respect to Other Stock-Based Awards or Cash Incentive Awards. If the Incentive Plan Committee permits such deferrals, the Incentive Plan Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in form and substance with applicable regulations promulgated under Code Section 409A and Rule 16 to ensure that the Participant is not subjected to tax penalties under Code Section 409A with respect to such deferrals. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Participant as specified in the Award Agreement or pursuant to the Participant’s deferral election.

6.	Stock Options

6.1

Grant of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Incentive Plan Committee.

6.2

Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the Incentive Plan Committee shall determine. No Option shall have a term that exceeds the Term, subject to earlier termination as provided herein or in the applicable Award Agreement. No Option may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of Options.

6.3

Option Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Incentive Plan Committee but may not be less than 100% of the Fair Market Value of a Share on the Grant Date and in no event will be less than the nominal value per Share. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the Exercise Price per Share subject to such Option may be less than 100% of the Fair Market Value of a Share on the Grant Date; provided that the Exercise Price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 of the Code and Code Section 409A.

6.4

Grant of Incentive Stock Options. At the time of the grant of any Option, the Incentive Plan Committee may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:

(a)

shall be granted only to an employee of the Company or a Subsidiary;

(b)

shall have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Subsidiary (a “More Than 10% Owner”), have an Exercise Price not less than 110% of the Fair Market Value of a Share on its Grant Date;

(c)

shall be for a period of not more than 10 years (five years if the Participant is a More Than 10% Owner) after its Grant Date, and shall be subject to earlier termination as provided herein or in the applicable Award Agreement;

(d)

shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other stock option plan of the Participant’s employer or any parent or Subsidiary (“Other Plans”)) are exercisable for the first time by such Participant during any calendar year (“Current Grant”), determined in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);

(e)

shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

(f)

shall require the Participant to notify the Incentive Plan Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;

(g)

shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Participant’s lifetime, only by the Participant; provided, however, that the Participant may, to the extent provided in the Plan in any manner specified by the Incentive Plan Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Participant’s death; and

(h)

shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in Rules 6.4(d) and 6.4(e), as an Option that is not an Incentive Stock Option.

(i)

Notwithstanding the foregoing and Rule 3.2, the Incentive Plan Committee may, without the consent of the Participant, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.

6.5

Payment of Exercise Price. Except as otherwise provided by the Incentive Plan Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means:

(a)

cash, personal check, cash equivalent or wire transfer;

(b)

subject to Applicable Law and the Company’s Constitution and with the approval of the Incentive Plan Committee, by delivery of Ordinary Shares owned by the Participant prior to exercise, valued at their Fair Market Value on the date of exercise;

(c)

subject to Applicable Law and the Company’s Constitution and with the approval of the Incentive Plan Committee, Shares acquired upon the exercise of such Option, such Shares valued at the their Fair Market Value on the date of exercise;

(d)

subject to Applicable Law and the Company’s Constitution and with the approval of the Incentive Plan Committee, Restricted Shares held by the Participant prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share on the date of exercise; or

(e)

subject to Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Participant has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Participant by reason of such exercise.

7.	Stock Appreciation Rights

7.1

Issuance. Subject to and consistent with the provisions of the Plan, the Incentive Plan Committee, at any time and from time to time, may grant SARs to any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with a specific Option granted under Rule 6. The Incentive Plan Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of SARs.

7.2

Award Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Incentive Plan Committee may approve and shall contain such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Incentive Plan Committee.

7.3

SAR Exercise Price. The Exercise Price of a SAR shall be determined by the Incentive Plan Committee in its sole discretion; provided that the Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the Grant Date of the SAR. Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the Exercise Price per Share subject to such SAR may be less than 100% of the Fair Market Value of a Share on the Grant Date; provided that the Exercise Price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 of the Code and Code Section 409A.

7.4

Exercise and Payment. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a)

The excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by

(b)

The number of Shares with respect to which the SAR is exercised.

(c)

SARs shall be deemed exercised on the date written notice of exercise in a form acceptable to the Incentive Plan Committee is received by the Secretary of the Company. The Company shall make payment in respect of any SAR within thirty (30) days of the date the SAR is exercised. Any payment by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Incentive Plan Committee, in its sole discretion, shall determine.

7.5

Grant Limitations. The Incentive Plan Committee may at any time impose any other limitations upon the exercise of SARs which, in the Incentive Plan Committee’s sole discretion, are necessary or desirable in order for Participants to qualify for an exemption from Section 16(b) of the Exchange Act.

8.	Restricted Shares

8.1

Grant of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Incentive Plan Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Incentive Plan Committee shall determine.

8.2

Award Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares granted, and such other provisions as the Incentive Plan Committee shall determine. The Incentive Plan Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, and/or restrictions under Applicable Law; provided that such conditions and/or restrictions may lapse, if so determined by the Incentive Plan Committee, in the event of the Participant’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without Cause.

8.3

Consideration for Restricted Shares. The Incentive Plan Committee shall determine the amount, if any, that a Participant shall pay for Restricted Shares provided that it shall be no less than the nominal value per Restricted Share.

8.4

Effect of Forfeiture. If Restricted Shares are Forfeited, and if the Participant was required to pay for such shares or acquired such Restricted Shares upon the exercise of an Option, the Participant shall be deemed to have resold such Restricted Shares to the Forfeiture Transferee at a price equal to the lesser of (x) the amount paid by the Participant for such Restricted Shares, or (y) the Fair Market Value of a Share on the date of such Forfeiture. The Forfeiture Transferee shall pay to the Participant the deemed sale price as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Participant thereof any rights as a shareholder of the Company, from and after the date of the event causing the Forfeiture, whether or not the Participant accepts the Company’s tender of payment for such Restricted Shares.

8.5

Voting and Dividend Equivalent Rights Attributable to Restricted Shares. A Participant awarded Restricted Shares will have all voting rights with respect to such Restricted Shares. Unless the Incentive Plan Committee determines and sets forth in the Award Agreement that Participant will not be entitled to receive any dividends with respect to such Restricted Shares, a Participant will have the right to receive all dividends in respect of such Restricted Shares, which dividends shall be deemed reinvested in additional shares of Restricted Shares, which shall remain subject to the same Forfeiture conditions applicable to the Restricted Shares to which such dividends relate, or paid in cash if and at the time the Restricted Shares are no longer subject to Forfeiture, as the Incentive Plan Committee shall set forth in the Award Agreement. No dividends shall be paid with respect to Restricted Shares that are Forfeited.

8.6

Escrow; Legends. The Incentive Plan Committee may provide that the certificates for any Restricted Shares, if certificated, (x) shall be held (together with a stock transfer form executed in blank by the Participant) in escrow by the Secretary of the Company until such Restricted Shares become non-Forfeitable or are Forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted Shares become non-Forfeitable, the Company shall cause certificates for such shares to be delivered without such legend.

9.	Performance Units and Performance Shares

9.1

Grant of Performance Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance Units or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Incentive Plan Committee.

9.2

Value/Performance Goals. The Incentive Plan Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Participant.

(a)

Performance Unit. Each Performance Unit shall have an initial value that is established by the Incentive Plan Committee at the time of grant.

(b)

Performance Share. Each Performance Share shall represent the right to receive one Share, subject to the terms of the Award Agreement.

Earning of Performance Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Incentive Plan Committee.

At the discretion of the Incentive Plan Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth in the Award Agreement provided that if is to be in Shares, issuance of the Shares shall be subject to payment by the Participant in cash of the nominal value for each Share so issued.

If a Participant is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Incentive Plan Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Incentive Plan Committee may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.

Unless the Incentive Plan Committee determines and sets forth in the Award Agreement that Participant will not be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with grants of Performance Units or Performance Shares, a Participant shall have the right to vote the Shares in respect of such Performance Shares and the right to receive any dividends or Dividend Equivalents in respect of such Performance Units and Performance Shares, which dividends and Dividend Equivalents shall be deemed reinvested in additional Shares of Performance Units or Performance Shares, as applicable, which shall remain subject to the same Forfeiture conditions applicable to the Performance Units or Performance Shares to which such dividends and Dividend Equivalents relate, or paid in cash if and at the time the Performance Units or Performance Shares are no longer subject to Forfeiture and become payable, as the Incentive Plan Committee shall set forth in the Award Agreement. No dividends or Dividend equivalents may be paid on Performance Units or Performance Shares that are Forfeited.

10.	Deferred Stock and Restricted Stock Units

10.1

Grant of Deferred Stock and Restricted Stock Units. Subject to and consistent with the provisions of the Plan, the Incentive Plan Committee, at any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and upon such terms as the Incentive Plan Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated under Code Section 409A and with Rule 16 to ensure that the Participant is not subjected to tax penalties under Code Section 409A with respect to such Deferred Stock.

10.2

Vesting and Delivery.

(a)

Delivery With Respect to Deferred Stock. Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Incentive Plan Committee in the Participant’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial risk of forfeiture conditions as the Incentive Plan Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as the Incentive Plan Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Incentive Plan Committee, to the extent that the Participant has a Termination of Affiliation while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred Shares shall be Forfeited, unless the Incentive Plan Committee determines that such substantial risk of forfeiture shall lapse in the event of the Participant’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without Cause.

(b)

Delivery With Respect to Restricted Stock Units. Delivery of Shares subject to a grant of Restricted Stock Units shall occur no later than the 15th day of the third month following the end of the taxable year of the Participant or the fiscal year of the Company in which the Participant’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture as defined in final regulations under Code Section 409A. Unless otherwise determined by the Incentive Plan Committee, to the extent that the Participant has a Termination of Affiliation while the Restricted Stock Units remains subject to a substantial risk of forfeiture, such Restricted Stock Units shall be Forfeited, unless the Incentive Plan Committee determines that such substantial risk of forfeiture shall lapse in the event of the Participant’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without Cause.

10.3

Voting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units. A Participant awarded Deferred Stock or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless the Incentive Plan Committee determines and sets forth in the Award Agreement that Participant will not be entitled to receive any such Dividend Equivalents with respect to such Deferred Stock or Restricted Stock Units, a Participant will have the rights to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which Dividend Equivalents shall be either deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable, which shall remain subject to the same Forfeiture and vesting conditions applicable to the

Deferred Stock or Restricted Stock Units to which such Dividend Equivalents relate, or paid in cash if and at the time the Deferred Stock or Restricted Stock Units are no longer subject to Forfeiture or vesting conditions, as the Incentive Plan Committee shall set forth in the Award Agreement. No Dividend Equivalents may be paid on Deferred Stock or Restricted Stock Units that are Forfeited.

11.	Dividend Equivalents

The Incentive Plan Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards; provided, however, that no Dividend Equivalents may be granted in conjunction with any grant of Options or SARs, and no Dividend Equivalents granted in connection with any other Awards may be paid if the related Awards are Forfeited. The Incentive Plan Committee may provide that Dividend Equivalents not paid in connection with an Award shall either be (i) paid or distributed in cash when the Dividend Equivalents become vested and non-Forfeitable or (ii) be deemed to have been reinvested in additional Shares or additional Awards.

12.	Bonus Shares

Subject to the terms of the Plan, including without limitation the repricing restrictions set forth in Rule 3.6, the Incentive Plan Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and from time to time as shall be determined by the Incentive Plan Committee.

13.	Other Stock-Based Awards

The Incentive Plan Committee is authorized, subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Incentive Plan Committee to be consistent with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Incentive Plan Committee shall determine the terms and conditions of such Awards. Except as provided by the Incentive Plan Committee, Shares delivered pursuant to a purchase right granted under this Rule 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the Incentive Plan Committee shall determine.

14.	Cash Incentive Awards

14.1

Cash Incentive Awards. Subject to the terms and provisions of the Plan, the Incentive Plan Committee, at any time and from time to time, may grant Cash Incentive Awards to any Eligible Person in such amounts and upon such terms, including the achievement of specific performance goals during the Performance Period, as the Incentive Plan Committee may determine.

14.2

Value of Cash Incentive Awards. Each Cash Incentive Award shall specify a payment amount or payment range as determined by the Incentive Plan Committee. The Incentive Plan Committee shall establish performance goals applicable to each Cash Incentive Award in its discretion and the amount that will be paid to the Participant pursuant to such Cash Incentive Award if the applicable performance goals for the Performance Period are met.

14.3

Payment of Cash Incentive Awards. Payment, if any, with respect to a Cash Incentive Award shall be made in cash in accordance with the terms of the Award Agreement; provided, however, that if the Award Agreement does not specify a payment date with respect to a Cash Incentive Award, payment of the Cash Incentive Award will be made no later than the 15th day of the third month following the end of the taxable year of the Participant or the fiscal year of the Company during which the Performance Period ends.

14.4

Termination of Affiliation. The Incentive Plan Committee shall determine the extent to which a Participant shall have the right to receive Cash Incentive Awards following his or her Termination of Affiliation. Such provisions shall be determined in the sole discretion of the Incentive Plan Committee, such provisions may be included in an Award Agreement entered into with each Participant, but need not be uniform among all Cash Incentive Awards granted pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

15.	Amendment, Modification, and Termination

15.1

Amendment, Modification, and Termination. Subject to Rule 15.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s shareholders, except that (a) any amendment or alteration shall be subject to the approval of the Company’s shareholders if such shareholder approval is required by any Applicable Law, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to shareholders for approval.

15.2

Awards Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, unless:

(a)

every Participant who may be affected has been invited to indicate whether or not they approve the amendment; and

(b)

the amendment is approved by a majority of those Participants who have so indicated.

16.	Compliance with Code Section 409A

16.1

Awards Subject to Code Section 409A. The provisions of this Rule 16 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award.

16.2

Deferral and/or Distribution Elections. Except as otherwise permitted or required by Code Section 409A, the following rules shall apply to any deferral and/or elections as to the form or timing of distributions (each, an “Election”) that may be permitted or required by the Incentive Plan Committee with respect to a 409A Award:

(a)

Any Election must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments) as permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.

(b)

Any Election shall become irrevocable as of the deadline specified by the Incentive Plan Committee, which shall not be later than December 31 of the year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months, then the deadline may be no later than six (6) months prior to the end of such Performance Period.

(c)

Unless otherwise provided by the Incentive Plan Committee, an Election shall continue in effect until a written election to revoke or change such Election is received by the Incentive Plan Committee, prior to the last day for making an Election for the subsequent year.

16.3

Subsequent Elections. Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution shall comply with the following requirements:

(a)

No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;

(b)

Each subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined in Rule 16.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and

(c)

No subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12) months prior to the date the first scheduled payment would otherwise be made.

16.4

Distributions Pursuant to Deferral Elections. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than:

(a)

Separation from Service;

(b)

The date the Participant becomes Disabled (as defined in Rule 2.1(r));

(c)

The Participant’s death;

(d)

A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Incentive Plan Committee upon the grant of the Award and set forth in the Award Agreement or (ii) specified by the Participant in an Election complying with the requirements of Rule 16.2 and/or 16.3, as applicable; or

(e)

A change in control of the Company within the meaning of Treasury Regulation Section 1.409A-3(h)(5).

16.5

Six Month Delay. Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that distribution of a 409A Award is triggered by a Participant’s Separation from Service, if the Participant is then a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after such Participant’s Separation from Service, or, if earlier, the date of the Participant’s death.

16.6

Death or Disability. Unless the Award Agreement otherwise provides, if a Participant dies or becomes Disabled before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Participants Election. If the Participant has made no Election with respect to distributions upon death or Disability, all such distributions shall be paid in a lump sum within 90 days following the date of the Participant’s death or Disability.

16.7

No Acceleration of Distributions. This Plan does not permit the acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or applicable regulations or rulings issued thereunder.

16.8

Code Section 409A in General. The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Code Section 409A, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding any provision of this Plan and grants hereunder to the contrary, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Code Section 409A. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Code Section 409A), and neither the Company nor any of its Affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Code Section 409A.

17.	Withholding

17.1

Required Withholding.

(a)

A Participant will be responsible for and indemnifies the Company and any relevant Affiliate against any Tax Liability relating to their Award. For the purpose of this Rule an Affiliate includes a company that was and is no longer an Affiliate.

(b)

The Incentive Plan Committee in its sole discretion may provide that when any Tax Liability is to be withheld in connection with the exercise of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs hereinafter referred to as the “Tax Date”), the Participant may elect to make payment for the withholding of the Tax Liability by one or a combination of the following methods:

(i)

payment of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to whom the Participant has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii)

delivering part or all of the amount to be withheld in the form of Ordinary Shares valued at its Fair Market Value on the Tax Date;

(iii)

requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or

(iv)

withholding from any compensation otherwise due to the Participant.

(c)

The Incentive Plan Committee in its sole discretion may provide that the maximum amount of withholding for a Tax Liability upon exercise of an Option or SARs, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed the minimum amount of Tax Liability, required to be withheld under federal, state and local law (unless withholding additional amounts will not result in adverse financial accounting consequences with respect to such Awards). An election by Participant under this Rule is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Participant must deliver cash to satisfy all tax withholding requirements. Notwithstanding the foregoing, in the case of a Participant who is an “officer” of the Company as defined in Rule 16a-1(f) promulgated pursuant to the Exchange Act, or any successor law (or any successor rule), any withholding amount that exceeds the minimum amount of Tax Liability required to be withheld for such Participant shall be mutually agreed between the Participant and the Company and approved in advance by the Compensation Committee or the Board.

(d)

Any Participant who makes a Disqualifying Disposition (as defined in Rule 6.4 (f)) or an election under Section 83(b) of the Code shall remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in Rule 17.1(b) (other than Rule 17.1(b)(iii)).

17.2

Notification under Code Section 83(b). If the Participant, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Participant’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Participant shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Incentive Plan Committee may, in connection with the grant of an Award or at any time thereafter, prohibit a Participant from making the election described above.

18.	Legal Entitlement

18.1

This Rule 18 applies during a Participant’s employment or holding of office with the Company or any Affiliate and after the termination of such employment or office, whether or not the termination is lawful.

18.2

Nothing in the Plan or its operation forms part of the terms on which a Participant is employed or holds office with the Company or any Affiliate. The rights and obligations arising from a Participant’s employment or office with the Company or any Affiliate are separate from, and are not affected by, their participation in the Plan.

18.3

Nothing in the Plan or its operation will confer on any person any right to continue in employment and neither will it affect the right of the Company or any Affiliate to terminate the employment of any person without liability at any time (with or without cause) or impose upon the Incentive Plan Committee or any other person any duty or liability whatsoever in connection with:

(a)

the lapsing of any Award pursuant to the Plan;

(b)

the failure or refusal to exercise any discretion under the Plan; or

(c)

a Participant ceasing to hold office or employment for any reason whatsoever.

18.4

If the terms of any Award provide that it may be exercised or paid only during employment or continued service or within a specified period of time after termination of employment or continued service, the Incentive Plan Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service. For purposes of the Plan, employment and continued service shall be deemed to exist between the Participant and the Company and/or an Affiliate if, at the time of the determination, the Participant is a director, officer, employee, consultant or advisor of the Company or an Affiliate. A Participant on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of leave does not exceed three months (six months to the extent required by Code Section 409A), or, if longer, so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either by statute or by contract. If the period of leave exceeds three months (six months to the extent required by Code Section 409A), and the individual’s right to re-employment is not guaranteed by statute or by contract, the employment shall be deemed to be terminated on the first day after the end of such three-month (six-month) period. Except as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant or adviser shall not be affected by any change in the status of the Participant so long as the Participant continues to be a director, officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one entity to another). The Participant’s employment or continued service shall not be considered interrupted in the event the Incentive Plan Committee, in its discretion and as specified at or prior to such occurrence, determines there is no interruption in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or an Affiliate, except that if the Incentive Plan Committee does not otherwise specify such at or such prior to such occurrence, the Participant will be deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Participant is no longer the Company or an entity that qualifies as an Affiliate.

18.5

The issue of any Award to a Participant is voluntary and occasional and does not create any right for that Participant to be issued any further Awards or to be issued Awards on any particular terms, including the number of Shares to which Awards relate whether under this Plan or any other Plan or benefits in lieu of awards, even if awards have been issued in the past.

18.6

Participation in the Plan is permitted only on the basis that the Eligible Person accepts all the provisions of these Rules, including in particular this Rule 18. By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:

(a)

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment or office);

(b)

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and

(c)

the operation, suspension, termination or amendment of the Plan.

18.7

No Participant shall have any rights as a shareholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by a Participant or in escrow by the Secretary of the Company, shall confer on the Participant all rights of a shareholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Incentive Plan Committee may require the payment of cash dividends thereon to be deferred and, if the Incentive Plan Committee so determines, reinvested in additional Restricted Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Incentive Plan Committee may in its discretion provide for payment of interest on deferred cash dividends.

18.8

Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any Affiliate and (ii) the Participant, except as such agreement shall otherwise expressly provide.

18.9

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Incentive Plan Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Incentive Plan Committee otherwise determines.

18.10

Awards granted to Participants who are U.S. citizens or residents of the United States shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.

18.11

Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant to Awards under this Plan shall be the sole obligation of a Participant’s employer; provided that the obligation to deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

18.12

Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees or Non-Employee Directors as it may deem desirable.

18.13

No representation or guarantee given in respect of the future value of the Shares which are the subject of any Awards. Each Award is made on the basis that the Participant accepts that such value is unknown, indeterminable and cannot be predicted with certainty. Furthermore, the issue of an Award shall in no way affect the Company’s right to adjust, reclassify, reorganise or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part

of its business or assets and unless otherwise provided in these rules or by the Company in its discretion, the Award and the benefits evidenced by this Plan do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

18.14

Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. dollar or otherwise that may affect the value of the Award or of any amounts due to the Participant pursuant to the vesting of the Award or the subsequent sale of any Shares received upon vesting and/or settlement.

18.15

This Rule 18 shall apply irrespective of whether the Incentive Plan Committee has discretion in the operation of the Plan, or whether the Company or the Incentive Plan Committee could be regarded as being subject to any obligations in the operation of the Plan.

19.

Non-compete Undertaking by a Participant

19.1

Agreements evidencing Awards under the Plan shall contain such other terms and conditions, not inconsistent with the Plan, as the Incentive Plan Committee may determine in its sole discretion, including penalties for the commission of competitive acts or other actions detrimental to the Company. Notwithstanding any other provision hereof, the Incentive Plan Committee shall have the right at any time to deny or delay a Participant’s exercise of Options or the settlement of an Award if such Participant is reasonably believed by the Incentive Plan Committee (i) to be engaged in material conduct adversely affecting the Company or (ii) to be contemplating such conduct, unless and until the Incentive Plan Committee shall have received reasonable assurance that the Participant is not engaged in, and is not contemplating, such material conduct adverse to the interests of the Company.

20.	Data Protection

20.1

By accepting the issue of an Award, a Participant acknowledges that his or her Personal Data will be processed and disclosed as follows:

(a)

by the Company or any Affiliate employing or engaging the Participant as they are required to collect, process and utilise the personal information or other relevant information pertaining to the Participant for purposes directly relevant to the Award issued to the Participant, and to disclose or transfer such information to the Company or other Affiliate and, if necessary, a third party (including any broker, registrar or administrator) for the purpose of administering the Plan;

(b)

by the Company or any Affiliate employing or engaging the Participant and any such third party so that they may utilise such information for the purpose of administering the Plan, provided that such information shall be kept confidential and shall not be used by any of them for any purposes not related to the administration of the Plan;

(c)

by the Company or any Affiliate employing or engaging the Participant and any such third party (any of which may be located in the EU/UK or outside of the EU/UK) so that they may transfer the personal information or other relevant information pertaining to the Participant in the EU/UK or outside of the EU/UK for the purpose of administering the Plan (in which case the transfer shall be governed by “standard contractual clauses” or equivalent measures to the extent required under EU/UK data protection laws); and

(d)

by and to any future purchaser of the Company or any Affiliate employing or engaging the Participant, or any future purchaser of their respective undertakings or any parts thereof, for the purpose of administering the Plan and/or confirming the Participant’s entitlement to an Award and/or any Shares where such entitlement is relevant to such purchase.

20.2

The Participant acknowledges that the purposes described in Rule 20.1 are necessary for the performance of the Plan or are otherwise necessary for the legitimate interests of the Company or any Affiliate employing or engaging the Participant in connection with the administration of the Plan. Should the Participant exercise any data subject rights in relation to his or her Personal Data, such as the right of objection or erasure, the Participant acknowledges that it may no longer be possible to administer the Plan in respect of the Participant. In that case the Awards may lapse and shall not be capable of vesting and the Participant shall be deemed to have waived (without any right to compensation) any right to Shares which are being held on his behalf pursuant to the terms of this Plan.

20.3

Each Participant shall be provided with information regarding the following by the Company or any Affiliate employing or engaging the Participant to the extent that they are acting as controllers of the Participant’s Personal Data (save where the Participant already has the information) or to the extent otherwise required by applicable data protection laws:

(a)

the purpose of the collection and use of the personal information or other relevant information pertaining to the Participant;

(b)

the information to be collected and used;

(c)

the period and method of retention and use of the Personal Data or other relevant information pertaining to the Participant;

(d)

details of any third parties to whom their information is disclosed or transferred including the purpose of such disclosure or transfer and, where applicable, the safeguards applied to any transfers of data outside of the EU/UK;

(e)

the rights of the Participant in respect of their information under applicable data protection laws, including, as applicable, access to, opt out of sale of, rectification and deletion of their information and any related disadvantages;

(f)

where applicable, the contact details of the Data Protection Officer of the relevant controller; and

(g)

the right to complain to the relevant data protection supervisory authority.

21.	Awards Subject to Claw-Back Policies.

Notwithstanding any provisions herein to the contrary, all Awards granted hereunder shall be subject to the terms of any malus or recoupment policy currently in effect or such terms as may be subsequently adopted by the Board or a committee thereof to implement Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) or Section 10D of the Exchange Act or as the Board or committee thereof otherwise may deem appropriate (or with any amendment or modification of such malus or recoupment policy adopted by the Board or the Compensation Committee) to the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to be reduced, cancelled

or returned to the Company pursuant to the terms of such recoupment policy. Further, subject to the terms any such recoupment policy, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of the Award due to a mistake in calculations or other administrative error, the Participant shall be required to repay any such excess amount to the Company, to the extent permitted by Applicable Law.

22.	Additional Provisions

22.1

Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

22.2

Severability. If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Rule or part of a Rule so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Rule or part of a Rule to the fullest extent possible while remaining lawful and valid.

22.3

Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Participants shall not be entitled to exercise, or receive benefits under, any Award, and the Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Participant, if such exercise or delivery would constitute a violation by the Participant or the Company of any Applicable Law or regulation.

22.4

Securities Law Compliance.

(a)

If the Incentive Plan Committee deems it necessary to comply with any Applicable Law, the Incentive Plan Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Incentive Plan Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Incentive Plan Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Participant shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required.

(b)

If the Incentive Plan Committee determines that the exercise or non-Forfeitability of, or delivery of benefits pursuant to, any Award would violate any Applicable Law, then the Incentive Plan Committee may postpone any such exercise, non-Forfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, non-Forfeitability or delivery to comply with all such provisions at the earliest practicable date.

22.5

Rule 21 of the Irish Takeover Rules. This Plan has been approved by the shareholders of the Company on the basis that Rule 21 of the Irish Takeover Rules shall not prohibit the delivery of any Shares in accordance with the terms of this Plan when an offer is or may be imminent.

22.6

Governing Law. The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any Rule of the Plan and any Award issued under the Plan shall be governed by laws of Ireland other than its laws respecting choice of law.

22.7

Disputes. The Irish courts will have jurisdiction to settle any dispute in relation to Rule 22.8. The jurisdiction agreement contained in this Rule is made for the benefit of the Company only, which accordingly retains the right (i) to bring proceedings in any other court of competent jurisdiction; or (ii) to require any dispute to be settled in accordance with the Rule. By accepting the issue of an Award, a Participant is deemed to have agreed to submit to such jurisdiction.

22.8

Arbitration. All disputes in relation to the Plan may be referred by the Company to arbitration which:

(a)

in the case of a Participant resident in Ireland, such arbitration shall be conducted pursuant to the provisions of the Arbitration Act 2010 of Ireland (as amended);

(b)

in the case of a Participant resident in the United States, such arbitration shall be conducted pursuant to the provisions of the American Arbitration Association (“AAA”), to be held in the state of the Participant’s primary place of employment or service (i.e., Company location in which the Participant is based), before a single arbitrator, in accordance with the then-current Employment Arbitration Rules and Mediation Procedures of the AAA and the Federal Arbitration Act, as modified by the terms and conditions contained in this Section. The rules are available online at: https://www.adr/org. Notwithstanding anything to the contrary, nothing in this Section prevents the Participant from filing a complaint or charge with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. The Participant further acknowledges and agrees to waive all rights to a jury trial and the right to pursue any class or representative claims to the maximum extent allowed by law. To the extent a class or representative claim may not be waived, the Participant agrees to stay any such claims until after all claims subject to arbitration are fully resolved. The arbitrator shall be selected by mutual agreement of the Participant and the Company or, if the Participant and the Company cannot agree, then by striking from a list of arbitrators supplied by the AAA. The arbitrator shall issue a written opinion stating the essential findings and conclusions on which the arbitrator’s award is based. The Company will pay the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorney’s fees and other expenses to the same extent as if the matter were being

heard in court). This agreement to arbitrate has been freely negotiated and is mutually entered into between the Participant and the Company. The Participant fully understands and agrees that the Participant is giving up certain rights otherwise afforded to the Participant by civil court actions, including but not limited to the right to a jury trial; and

(c)

in the case of a Participant resident in any other jurisdiction, such arbitration shall be conducted pursuant to the provisions of such arbitration rules as shall be selected by the Incentive Plan Committee and are applicable in such jurisdiction; and

(d)

any Participant so affected will submit to such arbitration.

22.9

Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.

22.10

Notice. Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means (including via the internet) or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to their last known address, or, where they are a director or employee of the Company or any Affiliate, either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of their office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

22.11

Miscellaneous.

(a)

Agreements evidencing Awards under the Plan may be in electronic form or other non-paper forms.

(b)

Participants are and at all times shall remain subject to the securities trading policies and procedures adopted by the Company from time to time throughout the period of time during which they may exercise Options, Stock Appreciation Rights or sell Shares acquired pursuant to the Plan.

(c)

Notwithstanding any other provision of this Plan, (i) the Company shall not be obliged to issue any Shares pursuant to an Award unless at least the par value of such newly issued Share has been fully paid in advance in accordance with Applicable Law (which requirement may mean the holder of an Award is obliged to make such payment) and (ii) the Company shall not be obliged to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Incentive Plan Committee.

(d)

Awards shall be subject to any compensation recovery policy adopted by the Company from time to time, including, without limitation, policies adopted to comply with Applicable Law.

(e)

By accepting Awards and as a condition to the exercise of Awards and the enjoyment of any benefits of the Plan, including participation therein, each Participant agrees to be bound by and subject to non-competition, confidentiality and invention ownership agreements acceptable to the Incentive Plan Committee or any officer or director to whom the Incentive Plan Committee elects to delegate such authority.

Exhibit 10.5

Named Executive Officer Form

DOLE PLC

2021 Omnibus Incentive Compensation Plan

Restricted Stock Unit Award Grant Notice

Dole plc (the “Company”), pursuant to its 2021 Omnibus Incentive Compensation Plan (the “Plan”), hereby awards to Participant the number of restricted stock units (“RSUs”) specified and on the terms set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and in the U.S. Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated herein in their entirety.


Participant:
RSU Grant #:
Date of Grant:
Number of RSUs Subject to Award:
Consideration:				Participant’s Services (Payment in cash of the nominal value of newly issued shares if required by applicable law.)


Vesting Schedule:		One hundred percent (100%) of the RSUs shall vest and become payable on the third anniversary of the Date of Grant, provided the Participant remains in the continuous employment or service of the Company and/or its Affiliates from the Date of Grant until the applicable vesting date except as provided in the Agreement.

Issuance Schedule:		One Ordinary Share, or in the sole determination of the Company an ADS representing one Ordinary Share, will be issuable for each RSU which vests at the time set forth in Sections 6 or 7 of the Agreement. Unless otherwise required by the context hereof, reference herein to the term “Ordinary Share” shall include or shall mean a reference to an ADS representing one Ordinary Share.

Withholding Right:	☐	You may direct the Company (i) to withhold, from Ordinary Shares otherwise issuable in respect of the Award, a portion of those Ordinary Shares with an aggregate fair market value (measured as of the delivery date) equal to the amount of the applicable withholding taxes, and (ii) to make a cash payment equal to such fair market value directly to the appropriate taxing authorities, as provided in Section 11 of the Agreement.

	☐	None


Additional Terms/
Acknowledgements:		The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Agreement and the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject, with the exception of any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


Dole plc		Participant

By:
	Signature	Signature
Title:		Date:
Date:

Attachments: Restricted Stock Unit Award Agreement, 2021 Omnibus Incentive Compensation Plan

* * * * *

Named Executive Officer Form

SCHEDULE 1

Dole plc

2021 Omnibus Incentive Compensation Plan

Restricted Stock Unit Award Agreement

Pursuant to your Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), and in consideration of your services, Dole plc (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2021 Omnibus Incentive Compensation Plan (the “Plan”) for the number of restricted stock units (the “RSUs”) indicated in your Grant Notice. The Award is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Except as otherwise explicitly provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement and the Plan, the terms of the Plan shall control. Capitalized terms not explicitly defined in the Grant Notice or this Agreement but defined in the Plan shall have the same definitions as in the Plan. Unless otherwise required by the context hereof, reference herein to the term “Ordinary Share” shall include or shall mean a reference to an ADS representing one Ordinary Share.

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.	Grant of the Award

This Award represents your right to be issued on a future date the number of Ordinary Shares that is equal to the number of RSUs indicated in the Grant Notice, subject to the terms of the Grant Notice, this Agreement and the Plan. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of RSUs subject to the Award. This Award was granted in consideration of your services to the Company or one of its Affiliates. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company or its Affiliates) with respect to your receipt of the Award, the vesting of the RSUs or the delivery of the Ordinary Shares to be issued in respect of the Award; provided, however, that to the extent that any Ordinary Shares issued upon settlement of your Award are newly issued Ordinary Shares, unless the Company, upon the advice of counsel, determines that such payment is not required by applicable law, a payment must be received by the Company of an amount equal to the nominal value of such number of newly issued Ordinary Shares (rounded up to the nearest whole cent) in cash, by check, bank draft or money order payable to the Company.

2.	Vesting; Termination of Affiliation

2.1

Subject to the terms of this Agreement and the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon your Termination of Affiliation, except as otherwise provided herein. Upon your Termination of Affiliation, the RSUs credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company, except as otherwise provided herein, and you will have no further right, title or interest in such RSUs or the Ordinary Shares to be issued in respect of such portion of the Award.

2.2

Termination of Affiliation by Reason of Retirement, Death or Disability. Upon the occurrence of your Termination of Affiliation by reason of your Retirement (as defined below), your death or your Disability, in any such case, prior to the date the RSUs vest in accordance with the vesting schedule set forth in the Grant Notice and other than during the Change in Control Period (as defined below), a pro-rated portion of the RSUs will vest on the date of such Termination of Affiliation, determined based on the number of completed months in the vesting period that have elapsed prior to the date of the Termination of Affiliation. Any portion of the RSUs that do not so vest in accordance with this Section 2.2 shall be automatically cancelled and forfeited as of the date of such Termination of Affiliation.

“Retirement” means (i) if you reside in the United States, your resignation after attaining age 60 with 10 years or more of service to the Company and its Affiliates or (ii) if you reside in a jurisdiction outside of the United States, your ceasing to be an Eligible Person on a date that was contemplated by or agreed with your employer because (A) notice of such cessation was given by or to you prior to the Date of Grant; (B) you are bound to retire on such date pursuant to your contract of employment; or (C) you have reached normal retirement age under your employer’s pension scheme.

3.	Number of RSUs and Ordinary Shares

3.1

The number of RSUs subject to your Award may be adjusted from time to time in connection with certain transactions and events, as provided in the Plan.

3.2

Any additional RSUs that become subject to the Award pursuant to this Section 3 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other RSUs covered by your Award.

3.3

Notwithstanding the provisions of this Section 3, no fractional Ordinary Shares or rights for fractional Ordinary Shares shall be issued pursuant to this Award. The Board shall, in its discretion, determine an equivalent benefit for any fractional Ordinary Shares or fractional Ordinary Shares that might be issued by the adjustments referred to in this Section 3 or pay the fractional Ordinary Shares in cash at the time the fractional Ordinary Shares otherwise would have been delivered.

4.	Securities Law Compliance

You may not be issued any Ordinary Shares in respect of your Award unless either (i) the Ordinary Shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such Ordinary Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. The Company shall not be liable if Ordinary Shares cannot be issued to you as a consequence of the Company’s determination that the issuance of Ordinary Shares does not comply with applicable laws and regulations governing the Award.

5.	Non-Transferability of Award

Except as otherwise provided in the Plan, your Award is not transferable or assignable, other than by will or by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the Ordinary Shares subject to the Award until the Ordinary Shares are issued to you in accordance with Section 6 of this Agreement. After the Ordinary Shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such Ordinary Shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Ordinary Shares to which you were entitled at the time of your death pursuant to this Agreement, subject to such limits as the Compensation Committee may establish, and the transferee(s) shall remain subject to all the terms and conditions applicable to the RSUs prior to transfer.

6.	Date of Issuance

6.1

Except as otherwise provided in Section 7 of this Agreement, the Company will deliver to you that number of Ordinary Shares equal to the number of vested RSUs subject to your Award, including any additional RSUs received pursuant to Section 3 above that relate to those vested RSUs, on or no later than thirty (30) days after the applicable date(s) the respective RSUs become vested in accordance with the vesting schedule provided in the Grant Notice. Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s Policy Regarding Stock Trading by Executive Officers, Directors and Other Designated Employees (or any successor policy) (the “Policy”), the Company’s Policy Against Trading on the Basis of Inside Information, or you are otherwise prohibited from selling Ordinary Shares in the open market and any Ordinary Shares covered by your Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to you or a day on which you are permitted to sell Ordinary Shares pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when you are otherwise permitted to sell Ordinary Shares in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding Ordinary Shares from your distribution, then such Ordinary Shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to you pursuant to the Policy (regardless of whether you are still providing Continuous Service at such time) or the next business day when you are not prohibited from selling Ordinary Shares in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the RSUs become vested. Delivery of the Ordinary Shares pursuant to the provisions of this Section 6.1 and Section 7 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) or to otherwise comply with Code Section 409A and shall be construed and administered in such manner. The form of such delivery of the Ordinary Shares (e.g., a share certificate or electronic entry evidencing such Ordinary Shares) shall be determined by the Company.

7.	Change in Control

7.1

If there occurs a Change in Control prior to the settlement or forfeiture of the RSUs, and no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with the Change in Control of the RSUs, notwithstanding anything to the contrary set forth in the Plan or Section 2 of this Agreement, the outstanding RSUs will vest and become payable upon the Change in Control, consistent with Section 4.4(b) of the Plan, which shall include any additional RSUs received pursuant to Section 3 above that relate to those vested RSUs, on or no later than thirty (30) days after the date of the Change in Control, subject to the terms of the Plan, provided you do not incur a Termination of Affiliation from the Date of Grant until the date of the Change in Control to the extent the vesting and payment of the RSUs upon the Change in Control does not cause any violation of Code Section 409A.

7.2

If there occurs a Change in Control prior to the settlement or forfeiture of the RSUs, and provision is made for the continuance, assumption or substitution by the Company or its successor in connection with the Change in Control of the RSUs, notwithstanding anything to the contrary set forth in the Plan or Section 2 of this Agreement, the outstanding RSUs that are assumed, continued or substituted will vest and become payable upon your Involuntary Termination without Cause if your Involuntary Termination Without Cause occurs within the Change in Control Period, which shall include any additional RSUs received pursuant to Section 3 above that relate to those vested RSUs, on or no later than thirty (30) days after your Involuntary Termination Without Cause, provided you do not incur a Termination of Affiliation from the Date of Grant until your Involuntary Termination Without Cause.

For purposes of this Agreement, (i) “Change in Control Period” means the period beginning on the date of a Change in Control and ending twenty-four (24) months following such date; (ii) “Involuntary Termination Without Cause” means your Termination of Affiliation by you for Good Reason, or by the Company and its Affiliates for any reason other than Cause, including by reason of your death or Disability or Retirement, and such Termination of Affiliation occurs within the Change in Control Period. Any determination by the Company (or an Affiliate, if applicable) that your Termination of Affiliation was with or without Cause for the purposes of this Agreement shall have no effect upon any determination of the rights or obligations of the Company or an Affiliate or you for any other purpose; (iii) “Cause” and/or “Disability” have the same meaning as defined in any applicable employment agreement between you and the Company or an Affiliate (including any similar definition such as “incapacity”) or, if no such employment agreement or definition exists, the meaning set forth in the Plan; and (iv) “Good Reason” has the same meaning as set forth in the Company Executive Severance Plan.

7.3

In connection with a Change in Control, the Compensation Committee and the Board of Directors of the Company reserve the authority to accelerate vesting and settlement of outstanding awards and to terminate and pay outstanding awards on consummation of the Change in Control as set forth in the Plan.

7.4

The rights provided in Section 7 hereof shall be in addition to, and not in lieu of, any rights (including without limitation any rights that would accelerate any unvested RSUs or other unvested equity rights upon a Change in Control or similar event) provided in any employment agreement between you and the Company or any of its Affiliates.

8.	Dividend Equivalents

For so long as you hold outstanding RSUs under this Award, if the Company pays any cash dividends on its Ordinary Shares, then the Company will pay you in cash or shares for each outstanding RSU covered by this Award as of the record date for such dividend, less any required withholding taxes, the per share amount of such dividend that you would have received had you owned the underlying Ordinary Shares as of the record date of the dividend if, and only if, the RSUs become vested and payable and the related Ordinary Shares are issued to you. In that case, the Company shall pay such amounts to you in cash or shares, less any required withholding taxes, at the same time the related Ordinary Shares are delivered to you. The additional cash or share payments pursuant to this Section 8 shall be treated as a separate arrangement.

9.	Restrictive Legends

The Ordinary Shares issued in respect of your Award shall be endorsed with appropriate legends determined by the Company.

10.	No Special Employment Rights

No provision in this Agreement will be deemed to grant to you any right with respect to the your continued employment with, or other engagement by, the Company or any of its Affiliates or interfere in any way with the ability of the Company or any of its Affiliates at any time to terminate your employment or other engagement with or without cause or to increase or decrease the your compensation from the rate in existence at the Date of Grant. The grant of an RSU is voluntary and occasional and does not create any contractual or other right to receive future RSU grant or to be granted a RSU on any particular terms, including the number of shares to which the RSU relates, or benefits in lieu of a RSU, even if RSUs have been granted in the past. Nothing in this Agreement or its operation forms part of the terms of employment of you and the rights and obligations arising from your employment with the Company or any of its Affiliates are separate from, and are not affected by, your participation in the Plan. The grant of a RSU shall in no way affect the Company’s right to adjust, reclassify, reorganise or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

11.	Tax Withholding Obligations

11.1

On or before the time you receive a distribution of the Ordinary Shares subject to your Award, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the Ordinary Shares issuable to you (if permitted in the Grant Notice) and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or any Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Ordinary Shares to be delivered in connection with your RSUs to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date Ordinary Shares are issued to pursuant to Sections 6 or 7) equal to the amount of such Withholding Taxes; provided, however, that the number of such Ordinary Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income unless any additional withholdings will not result in adverse financial accounting consequences with respect to the Award and is otherwise permitted under applicable tax rules.

11.2

Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Ordinary Shares.

11.3

In the event the Company’s obligation to withhold arises prior to the delivery to you of Ordinary Shares or it is determined after the delivery of Ordinary Shares to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11.4

If specified in your Grant Notice, you may direct the Company to withhold Ordinary Shares with a Fair Market Value (measured as of the date Ordinary Shares are issued pursuant to Sections 6 or 7) equal to the amount of such Withholding Taxes; provided, however, that the number of such Ordinary Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income, unless any additional withholdings will not result in adverse financial accounting consequences with respect to the Award and is otherwise permitted under applicable tax rules.

12.	Authority of the Committee

The Compensation Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement, except as expressly set forth in the Plan. The determination of the Compensation Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

13.	Award Subject to Claw-Back Policies

Notwithstanding any provisions herein to the contrary, the RSUs granted hereunder and any Shares settled pursuant thereto shall be subject to the terms of any malus or recoupment policy currently in effect or such terms as may be subsequently adopted by the Board or committee thereof to implement Section 304 of the Sarbanes-Oxley Act or Section 10D of the Exchange Act or the Dodd-Frank Wall Street Reform and Consumer Protection Act or as the Board or committee thereof otherwise may deem appropriate (or with any amendment or modification of such malus or recoupment policy adopted by the Board or committee thereof) to the extent that such RSUs or Shares or the value of such RSUs or Shares is required to be reduced, cancelled or returned to the Company pursuant to the terms of such recoupment policy. Further, subject to the terms of any recoupment policy, to the extent that you receive any amount in excess of the amount that you should otherwise have received under the terms of this Agreement due to a mistake in calculations or other administrative error, you shall be required to repay any such excess amount to the Company, to the extent permitted by Applicable Law.

14.	Parachute Payments

If any payment or benefit you would receive from the Company or otherwise in connection with a Change in Control or other similar transaction (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or (y)), after taking into account all applicable federal, state, foreign and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for you.

15.	Unsecured Obligation

Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Ordinary Shares pursuant to this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

16.	Rights as a Shareholder

Unless the Compensation Committee shall have resolved otherwise, neither you nor any executor, administrator, distributee or legatee of your estate will have any of the rights or privileges of a shareholder of the Company in respect of any of the RSUs unless and until those RSUs have been fully settled in Ordinary Shares issued to you pursuant to Section 6 of this Agreement and your name (or of your personal representative, administrator, distributee or legatee of your estate) or any permitted transferee, has been entered as the shareholder of record on the Company’s books. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company.

17.	Other Documents

You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers and directors to sell Ordinary Shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

18.	Acceptance; No Advice Regarding the Grant

You hereby acknowledge receipt of a copy of the Plan and this Agreement. You have read and understand the terms and provision thereof, and accept the Award subject to all the terms and conditions of the Plan and this Agreement. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your sale of the underlying Ordinary Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

19.	Governing Law and Jurisdiction

The Award and the provisions of this Agreement shall be governed by, and subject to, the laws of Ireland, without regard to the conflict of law provisions. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Dublin, Ireland, and no other courts.

20.	Binding on Successors

The terms of this RSU Agreement shall be binding upon you and upon your heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.

21.	Notices; Electronic Delivery

Any notices provided for in your Award or the Plan shall be given in writing (including electronically) and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award you consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

22.	No Assignment

Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by you.

23.	Necessary Acts

You hereby agree to perform all acts, and to execute and deliver any documents, that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws and applicable Irish law.

24.	Acknowledgment of Award

You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

25.	Applicable Law, Rules and Regulations

This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

26.	Governing Plan Document

Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

27.	No Compensation for Loss of Rights

You hereby acknowledge that under no circumstances will you, on ceasing to be an employee or director of the Company and its Subsidiaries, be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan that you might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever. By participating in the Plan, you waive all rights to compensation for any loss in relation to the Plan, including: any loss of office or employment; any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of your employment); any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or the operation, suspension, termination or amendment of the Plan.

28.	Severability

All the terms and provisions of this Agreement are distinct and severable, and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this Agreement, and the enforceability, legality and validity of the remainder of this Agreement will not be affected; if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal.

29.	Effect on Other Benefit Plans

The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s benefit plans.

30.	Amendment

Notwithstanding anything in the Plan to the contrary, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

31.	Entire Award Agreement

This Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

32.	Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

33.	Headings

Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Paragraph.

34.	No Obligation to Minimize Taxes; Code Section 409A

34.1

The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

34.2

the first business day that is more than six months after such date (or upon your death, if earlier). Notwithstanding anything contained herein to the contrary, you will not be considered to have terminated employment with the Company and its Affiliates for purposes of any payments under this Award that are subject to Code Section 409A until you would be considered to have incurred a “separation from service” within the meaning of Code Section 409A. The Company makes no representation that any or all of the payments made in respect of this Award will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payment. You shall be solely responsible for the payment of any taxes and penalties incurred under Code Section 409A.

35.	Waiver

You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Participant.

36.	Insider Trading / Market Abuse Laws

You may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (e.g., RSUs) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by applicable laws). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

37.	Data Protection

You hereby acknowledge and consent to the Company and any Subsidiary, retaining, sharing and exchanging your information held in order to administer and operate the Plan (including personal details, data relating to participation, salary, taxation and employment and sensitive personal data, e.g., data relating to physical or mental health, criminal conviction or the alleged commission of offences) (the “Information”) and providing the Company’s and/or the Subsidiary’s agents and/or third parties with the Information for the administration and operation of the Plan and you further accept that this may involve the Information being sent to future purchasers of the Company or any business in which you work and/or to a country outside the country in which you (including outside the European Economic Area) provide services including to a country which may not have the same level of data protection laws as your home country. You acknowledge that you have the right to request a list of the names and addresses of any potential recipients of the Information and to review and correct the Information by contacting your local human resources representative. You acknowledge that the collection, processing and transfer of the Information is important to Plan administration and that failure to consent to same may prohibit participation in the Plan.

38.	Additional Matters

This Agreement is intended to comply with the applicable laws of any country or jurisdiction where RSUs are granted under the Plan, and all provisions hereof shall be construed in a manner to so comply.

* * * * *

By signing the Restricted Stock Unit Award Grant Notice to which this Restricted Stock Unit Award Agreement is attached, you shall be deemed to have signed and agreed to the terms and conditions of this Restricted Stock Unit Award Agreement.

* * * * *

Based on the form of Restricted Stock Unit Award Agreement for the 2021 Omnibus Incentive Compensation Plan as approved by the Compensation Committee of the Board of Directors of Dole plc on [____], 2021.

Named Executive Officer Form

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


DOLE PLC



By:


Name:
Title:


PARTICIPANT



Signature:



Print Name:

SCHEDULE 2

Dole plc

2021 Omnibus Incentive Compensation Plan

Exhibit 10.6

Named Executive Officer Form

DOLE PLC

2021 Omnibus Incentive Compensation Plan

Stock Option Agreement

This Stock Option Agreement (this “Option Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Dole plc, an Irish public limited company (the “Company”), and the optionee named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Dole plc 2021 Omnibus Incentive Compensation Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

Participant: ____________________________________

Option Grant #: ____________________________________

Number of Ordinary Shares Subject to Option: ____________________________________

Exercise Price Per Share*: ____________________________________

* may not be less than the Fair Market Value of a Share on the Date of Grant


Date of Grant:				____________________________________
Expiration Date:				11:59 p.m. (EST) on ___________ (the day immediately before the 10th anniversary of the Date of Grant


Vesting Schedule:		One hundred percent (100%) of the Option Shares (as defined herein) underlying the Option (as defined herein) shall vest on the third anniversary of the Date of Grant, provided the Participant remains in the continuous employment or service of the Company and/or its Affiliates from the Date of Grant through such vesting date, except as provided in this Option Agreement.

Classification of Option:		[Non-Qualified Stock Option] [Incentive Stock Option except that (i) the Incentive Stock Option can be granted only to an employee of the Company or any Subsidiary Corporation, and (ii) if the aggregate Fair Market Value of the Shares (determined on the Date of Grant) with respect to the Option and any Prior Grants which are exercisable for the first time during the same calendar year would exceed the $100,000 Limit applicable to Incentive Stock Options, the portion of the Option and, if applicable, the Prior Grants, in excess of the $100,000 Limit, shall be treated as a Non-Qualified Stock Option.]

Number of Shares. The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of the Company’s Ordinary Shares set forth above as the “Number of Ordinary Shares Subject to Option” (the “Option Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Option Agreement and the Plan.

Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Option and this Option Agreement shall be subject to all of the terms and conditions of the Plan, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Option Agreement and the provisions of the Plan, the provisions of the Plan shall govern.

Named Executive Officer Form

Option Term. The term of the Option and of this Option Agreement (the “Option Term”) shall commence on the Date of Grant set forth above and, unless previously terminated pursuant to Paragraph 4 hereof, shall terminate upon the Expiration Date set forth above. As of the Expiration Date, all rights of the Participant hereunder shall terminate.

4.	Termination of Affiliation.

4.1

Termination of Affiliation for Cause. Upon the Participant’s Termination of Affiliation for Cause, the outstanding Option, whether vested or unvested and whether or not exercisable as of the date of such Termination of Affiliation shall terminate upon the delivery of notice to the Participant of the Participant’s Termination of Affiliation for Cause.

4.2

Termination of Affiliation by Reason of Retirement, Death or Disability. Upon the occurrence of the Participant’s Termination of Affiliation by reason of the Participant’s Retirement (as defined below), Participant’s death or Participant’s Disability, in any such case prior to the date the Option vests in accordance with the vesting schedule set forth on page 1 of this Option Agreement and other than during the Change in Control Period (as defined below), a pro-rated portion of the Option Shares will vest and become exercisable on the date of such Termination of Affiliation, determined based on the number of completed months in the vesting period that have elapsed prior to the date of such Termination of Affiliation. Any portion of the Option Shares that do not so vest in accordance with this Section 4.2 shall be automatically cancelled and forfeited as of the date of such Termination of Affiliation.

“Retirement” means (i) if Participant resides in the United States, Participant’s resignation after attaining age 60 with 10 years or more of service to the Company and its Affiliates or (ii) if Participant resides in a jurisdiction outside of the United States, Participant ceasing to be an Eligible Person on a date that was contemplated by or agreed with Participant’s employer because (A) notice of such cessation was given by or to Participant prior to the Date of Grant; (B) Participant is bound to retire on such date pursuant to Participant’s contract of employment; or (C) Participant has reached normal retirement age under Participant’s employer’s pension scheme.

4.3

Exercisability Upon Termination of Affiliation.

(a)

If the Participant’s Termination of Affiliation occurs on account of Participant’s death or due to the Participant’s Disability, the Option Shares that are vested and exercisable as of the date of Participant’s death or Participant’s Disability (including those that vest pursuant to Section 4.2) shall remain exercisable until the earlier of the Expiration Date or one (1) year from and including the date of the Participant’s Termination of Affiliation on such basis (and shall thereafter terminate). Any portion of the outstanding Option Shares that are not exercisable as of the date of such Termination of Affiliation shall terminate upon the date of the Termination of Affiliation.

(b)

If the Participant’s Termination of Affiliation occurs on account of Retirement, the Option Shares that are vested and exercisable as of date of such Termination of Affiliation (including those that vest pursuant to Section 4.2) shall remain exercisable until the earlier of the Expiration Date or three (3) years from and including the date of the Participant’s Termination of Affiliation on such basis (and shall thereafter terminate). Any portion of the outstanding Option Shares that are not exercisable as of the date of such Termination of Affiliation shall terminate upon the date of the Termination of Affiliation.

Named Executive Officer Form

(c)

If the Participant’s Termination of Affiliation occurs by reason of Cause, all Option Shares, whether vested or unvested, will terminate and be unexercisable as of the date of such termination.

(d)

Upon the Participant’s Termination of Affiliation for any reason other than the reasons enumerated in Subparagraphs (a) through (c) above, the portion of the outstanding Option Shares that are vested and exercisable as of the date of such Termination of Affiliation (including those that vest pursuant to Section 4.2) shall remain exercisable until the earlier of the Expiration Date or ninety (90) days from and including the date of Termination of Affiliation (and shall thereafter terminate). Any portion of the outstanding Option Shares that are not exercisable as of the date of such Termination of Affiliation shall terminate upon the date of the Termination of Affiliation.

5.	Vesting; Exercise.

5.1

Except as otherwise provided in Paragraph 4 hereof, the Option shall become exercisable with respect to the number of Option Shares specified in accordance with the vesting schedule set forth above, except that no single exercise of the Option may be for less than 100 Option Shares, unless at the time of the exercise, the maximum number of Option Shares available for purchase under the Option is less than 100 Option Shares, in which event the Option must be exercised, if at all, for all of the Option Shares. In no event is the Option to be exercised for a fractional Option Share. Once exercisable, the Option shall continue to be exercisable at any time or times prior to the Expiration Date or the time set forth in Paragraph 4 above, subject to the provisions hereof and of the Plan.

5.2

Notwithstanding any other provision hereof, no Option may be exercised after the Expiration Date and no Option may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law or, in the opinion of the Compensation Committee, would or may result in the Eligible Person and/or any other parties being obligated under the Irish Takeover Rules to make a general offer to all shareholders of the Company.

5.3

To exercise the Option, the Participant shall give written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of this notice shall be the exercise date. The notice must be accompanied by payment in full of the aggregate Exercise Price, either by cash, check, cash equivalent or wire transfer or such other medium of payment as the Compensation Committee may permit. If the Compensation Committee so permits, payment in full or part may also be made (i) by surrendering (actually or by attestation) Shares that the Participant already owns; (ii) by a cashless exercise through a broker; (iii) by means of a “net exercise” procedure with respect to Shares to be acquired upon exercise of the Option or (iv) by such other medium of payment as the Compensation Committee in its discretion may authorize each such share (with the Shares to be valued at the Fair Market Value of a Share on the date of exercise). If the payment is in the form of Shares the Participant already owns, then the certificate or certificates representing those Shares must be duly executed in blank by the Participant or must be accompanied by a stock power duly executed in blank suitable for purposes of transferring those Shares to the Company. Fractional Shares will not be accepted in payment of the exercise price of the Option. The Company shall not issue the Option Shares until full payment for them has been made.

Named Executive Officer Form

5.4

As soon as practicable upon the Company’s receipt of the Participant’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. For the avoidance of doubt, it is the intent of the Company and the Participant that, whenever the Company’s ADSs (and not Ordinary Shares) are registered for public trading on NYSE or any other principal trading market for the Company’s equity securities, the Ordinary Shares issued upon exercise of this Option will be delivered to the depositary under the Company’s ADS program and such depositary will be instructed to issue to the Participant ADSs representing such Ordinary Shares.

5.5

As a further condition precedent to the exercise of the Option in whole or in part, the Participant shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Shares and accordingly shall execute any documents that the Company, in its sole discretion, deems necessary or advisable to effect such compliance.

5.6

In the case of the Participant’s death, the Option, to the extent exercisable, may be exercised by the executor or administrator of the Participant’s estate or by any person or persons who have acquired the Option directly from the Participant by bequest or inheritance.

6.	Change in Control.

6.1

Subject to Section 6.2 hereof, in the event of a Change in Control (as such term is defined in Section 2.1 of the Plan):

(a)

If the Option is assumed or substituted (within the meaning of the Plan) in connection with such Change in Control, and the Participant incurs a Termination of Affiliation by reason of an Involuntary Termination Without Cause during the Change in Control Period, then the Option shall vest and become fully exercisable on the date of such Termination of Affiliation and shall remain exercisable until the earlier of the Expiration Date or one (1) year from and including the date of such Termination of Affiliation (and shall thereafter terminate); or

(b)

If the Option is not assumed or substituted in connection with such Change in Control, then the Option shall immediately vest and become fully exercisable on the occurrence of the Change in Control, subject to the terms of the Plan.

(c)

For purposes of this Option Agreement, (i) “Change in Control Period” means the period beginning on the date of a Change in Control and ending twenty-four (24) months following such date; (ii) “Involuntary Termination Without Cause” means the Participant’s Termination of Affiliation by Participant for Good Reason, or by the Company and its Affiliates for any reason other than Cause, including by reason of Participant’s death or Disability or Retirement, and such Termination of Affiliation occurs within the Change in Control Period. Any determination by the Company (or an Affiliate, if applicable) that the Participant’s Termination of Affiliation was with or without Cause for the purposes of this Option Agreement shall have no effect upon any determination of the rights or obligations of the Company or an Affiliate or the Participant for any other purpose; (iii) “Cause” and/or “Disability” have the same meaning as defined in any applicable employment agreement between the Participant and the Company or an Affiliate (including any similar definition such as “incapacity”) or, if no such employment agreement or definition exists, the meaning set forth in the Plan; and (iv) “Good Reason” has the same meaning as set forth in the Company Executive Severance Plan.

Named Executive Officer Form

6.2

The rights provided in Section 6.1 hereof shall be in addition to, and not in lieu of, any rights (including without limitation any rights that would accelerate any unvested stock options or other unvested equity rights upon a Change in Control or similar event) provided in any employment agreement between the Participant and the Company or any of its Affiliates.

Non-Transferability of Options. The Participant shall not assign or transfer the Option, other than by will or the laws of descent and distribution. During the Participant’s lifetime, only the Participant (or, in the event of legal incapacity or incompetency, the Participant’s guardian or legal representative) or a transferee receiving such Option pursuant to a QDRO, may exercise the Option. Notwithstanding the foregoing, however, the Participant, with the approval of the Compensation Committee, may transfer the Option for no consideration to or for the benefit of the Participant’s Permitted Transferees, subject to such limits as the Compensation Committee may establish, and the transferee(s) shall remain subject to all the terms and conditions applicable to the Option prior to transfer. No right or interest of the Participant or any transferee in the Option shall be subject to any lien or any obligation or liability of the Participant or any transferee.

Rights as Shareholder. Unless the Compensation Committee shall have resolved otherwise, neither the Participant nor any executor, administrator, distributee or legatee of the Participant’s estate will have any of the rights or privileges of a shareholder of the Company in respect of any of the Option Shares unless and until those Option Shares have been fully paid and the name of the Participant (or of the Participant’s personal representative, administrator, distributee or legatee of the Participant’s estate) or any permitted transferee, has been entered as the shareholder of record on the Company’s books. No dividend rights or Dividend Equivalents are granted in conjunction with the Option.

Other Documents. Participant hereby acknowledges receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, Participant acknowledges receipt of the Company’s policy permitting officers and directors to sell Ordinary Shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

10.

Withholding of Taxes. The Company’s obligation to deliver the Option Shares upon exercise of the Option is subject to the Participant’s satisfaction of any applicable federal, state and local income and employment tax and withholding requirements in a manner and form satisfactory to the Company. In accordance with procedures that the Compensation Committee may establish, the Compensation Committee, to the extent applicable law permits, may allow the Participant to pay any such amounts (but only for the minimum required withholding unless additional withholdings will not result in adverse financial accounting consequences to the Company and is otherwise permitted under applicable tax rules (i) by surrendering (actual or by attestation) Shares that the Participant already owns; (ii) by a cashless exercise though a broker, (iii) by means of a “net exercise” procedure with respect to Shares to be acquired upon exercise of the Option or (iv) by such other medium of payment as the Compensation Committee in its discretion shall authorize. Any fractional Share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash.

Named Executive Officer Form

11.

Authority of the Committee. The Compensation Committee shall have full authority to interpret and construe the terms of the Plan and this Option Agreement, except as expressly set forth in the Plan. The determination of the Compensation Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

12.

Options Subject to Claw-Back Policies. Notwithstanding any provisions herein to the contrary, the Options granted hereunder and any Shares acquired thereunder shall be subject to the terms of any malus or recoupment policy currently in effect or such terms as may be subsequently adopted by the Board or committee thereof to implement Section 304 of the Sarbanes-Oxley Act or Section 10D of the Exchange Act or the Dodd-Frank Wall Street Reform and Consumer Protection Act or as the Board or committee thereof otherwise may deem appropriate (or with any amendment or modification of such malus or recoupment policy adopted by the Board or committee thereof) to the extent that such Options or Shares or the value of such Options or Shares is required to be reduced, cancelled or returned to the Company pursuant to the terms of such recoupment policy. Further, subject to the terms of any recoupment policy. to the extent that Participant receives any amount in excess of the amount that Participant should otherwise have received under the terms of this Option Agreement due to a mistake in calculations or other administrative error, Participant shall be required to repay any such excess amount to the Company, to the extent permitted by Applicable Law.

13.

Parachute Payments. If any payment or benefit the Participant would receive from the Company or otherwise in connection with a Change in Control or other similar transaction (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or (y)), after taking into account all applicable federal, state, foreign and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for the Participant.

14.

Governing Law and Jurisdiction. The Award and the provisions of this Option Agreement shall be governed by, and subject to, the laws of Ireland, without regard to the conflict of law provisions. For purposes of any action, lawsuit or other proceedings brought to enforce this Option Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Dublin, Ireland, and no other courts.

15.	Applicable Laws, Rules and Regulations. This Option Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

16.

Binding on Successors. The terms of this Option Agreement shall be binding upon the Participant and upon the Participant’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.

17.	Assignment. Except as otherwise provided in this Option Agreement or the Plan, neither this Option Agreement nor any rights granted herein shall be assignable by the Participant.

18.

Necessary Acts. The Participant hereby agrees to perform all acts, and to execute and deliver any documents, that may be reasonably necessary to carry out the provisions of this Option Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws and applicable Irish law.

Named Executive Officer Form

19.	Entire Option Agreement. This Option Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

20.	Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Paragraph.

21.	Counterparts. This Option Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

22.

Notices; Electronic Delivery. Any notices provided for in Participant’s Award or the Plan shall be given in writing (including electronically) and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant, five (5) days after deposit in the United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request Participant’s consent to participate in the Plan by electronic means. By accepting this Award, Participant consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

23.

Effect on Other Benefit Plans. The value of the Award subject to this Option Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating Participant’s benefits under any benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s benefit plans.

24.

Amendment. Notwithstanding anything in the Plan to the contrary, the Board reserves the right to change, by written notice to the Participant, the provisions of this Option Agreement in any way it may deem necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

25.

Acceptance; No Advice Regarding the Grant. The Participant hereby acknowledges receipt of a copy of the Plan and this Option Agreement. The Participant has read and understands the terms and provision thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Option Agreement. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

26.

No Compensation for Loss of Rights. The Participant hereby acknowledges that under no circumstances will Participant, on ceasing to be an employee or director of the Company and its Subsidiaries, be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan that Participant might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever. By participating in the Plan, Participant waives all rights to compensation for any loss in relation to the Plan, including: any loss of office or employment; any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment); any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; or the operation, suspension, termination or amendment of the Plan.

Named Executive Officer Form

27.

Severability. All the terms and provisions of this Option Agreement are distinct and severable, and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this Option Agreement, and the enforceability, legality and validity of the remainder of this Option Agreement will not be affected; if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal.

28.

Data Protection. The Participant hereby acknowledges and consents to the Company and any Subsidiary, retaining, sharing and exchanging Participant’s information held in order to administer and operate the Plan (including personal details, data relating to participation, salary, taxation and employment and sensitive personal data, e.g., data relating to physical or mental health, criminal conviction or the alleged commission of offences) (the “Information”) and providing the Company’s and/or the Subsidiary’s agents and/or third parties with the Information for the administration and operation of the Plan and the Participant further accepts that this may involve the Information being sent to future purchasers of the Company or any business in which the Participant works and/or to a country outside the country in which the Participant (including outside the European Economic Area) provides services including to a country which may not have the same level of data protection laws as Participant’s home country. The Participant acknowledges that Participant has the right to request a list of the names and addresses of any potential recipients of the Information and to review and correct the Information by contacting Participant’s local human resources representative. The Participant acknowledges that the collection, processing and transfer of the Information is important to Plan administration and that failure to consent to same may prohibit participation in the Plan.

29.

No Special Employment Rights. No provision in this Option Agreement will be deemed to grant to the Participant any right with respect to the Participant’s continued employment with, or other engagement by, the Company or any of its Affiliates or interfere in any way with the ability of the Company or any of its Affiliates at any time to terminate the Participant’s employment or other engagement with or without cause or to increase or decrease the Participant’s compensation from the rate in existence at the Date of Grant. The grant of an Option is voluntary and occasional and does not create any contractual or other right to receive future Option grant or to be granted an Option on any particular terms, including the number of shares to which the Option relates, or benefits in lieu of an Option, even if Options have been granted in the past. Nothing in this Option Agreement or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with the Company or any of its Affiliates are separate from, and are not affected by, Participant’s participation in the Plan. The grant of an Option shall in no way affect the Company’s right to adjust, reclassify, reorganise or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

30.	Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Option Agreement shall not operate or be construed as a waiver of any other provision of this Option Agreement, or of any subsequent breach by the Participant or any other Participant.

Named Executive Officer Form

31.

Insider Trading / Market Abuse Law. The Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (e.g., Option Shares) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by applicable laws). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to Participant’s personal advisor on this matter.

32.	No Obligation to Minimize Taxes; Code Section 409A.

32.1

The Company has no duty or obligation to minimize the tax consequences to Participant of this Option and will not be liable to Participant for any adverse tax consequences to Participant arising in connection with this Option. Participant is hereby advised to consult with Participant’s own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing this Option Agreement, Participant has agreed that Participant has done so or knowingly and voluntarily declined to do so.

32.2

It is intended that the Option be exempt from the requirements applicable to nonqualified deferred compensation subject to Code Section 409A. For purposes of this Option Agreement, any action taken with respect to the Option shall be undertaken in a manner that will not negatively affect the status of the Option as exempt from treatment as deferred compensation subject to Code Section 409A unless such action otherwise complies with Code Section 409A to the extent necessary to avoid noncompliance. Each amount to be paid pursuant to the Award shall be construed as a separate identified payment for purposes of Code Section 409A.

32.3

To the extent that none of the available exceptions to Code Section 409A applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Code Section 409A, if Participant is a “specified employee,” (within the meaning of Code Section 409A), then all amounts due with respect to the Award that constitute a “deferral of compensation” within the meaning of Code Section 409A, that are provided as a result of a “separation from service” within the meaning of Code Section 409A, and that would otherwise be paid or provided during the first six months following the termination date, shall be accumulated through and paid or provided on the first business day that is more than six months after such date (or upon Participant’s death, if earlier). Notwithstanding anything contained herein to the contrary, Participant will not be considered to have terminated employment with the Company and its Affiliates for purposes of any payments under this Award that are subject to Code Section 409A until Participant would be considered to have incurred a “separation from service” within the meaning of Code Section 409A.

32.4

Notwithstanding the foregoing, neither the Company, any Affiliate nor their employees, officers, directors or agents will have any liability to the Participant or any transferee if the Option otherwise fails to be exempt from, or comply with, Code Section 409A.

33.

Additional Matters. This Option Agreement is intended to comply with the applicable laws of any country or jurisdiction where Options are granted under the Plan, and all provisions hereof shall be construed in a manner to so comply. The following provisions apply to Participants providing services in the country noted:

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date set forth above.


DOLE PLC



By:


Name:
Title:

PARTICIPANT

Signature:



Print Name:

Exhibit 10.7

Non-Employee Director Form

DOLE PLC

2021 Omnibus Incentive Compensation Plan

Restricted Stock Unit Award Grant Notice


Participant:
RSU Grant #:
Date of Grant:
Number of RSUs Subject to Award:
Consideration:		Participant’s Services (Payment in cash of the nominal value of newly issued shares if required by applicable law.)


Vesting Schedule:		One hundred percent (100%) of the RSUs shall vest and become payable on the first anniversary of the Date of Grant, provided the Participant remains in the continuous employment or service of the Company and/or its Affiliates from the Date of Grant until the applicable vesting date except as provided in the Agreement.

Issuance Schedule:		One Ordinary Share, or in the sole determination of the Company an ADS representing one Ordinary Share, will be issuable for each RSU which vests at the time set forth in Sections 6 or 7 of the Agreement. Unless otherwise required by the context hereof, reference herein to the term “Ordinary Share” shall include or shall mean a reference to an ADS representing one Ordinary Share.

Withholding Right:	☐	You may direct the Company (i) to withhold, from Ordinary Shares otherwise issuable in respect of the Award, a portion of those Ordinary Shares with an aggregate fair market value (measured as of the delivery date) equal to the amount of the applicable withholding taxes, and (ii) to make a cash payment equal to such fair market value directly to the appropriate taxing authorities, as provided in Section 11 of the Agreement.

	☐	None


Additional Terms/
Acknowledgements:				The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Agreement and the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on that subject, with the exception of any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


Dole plc		Participant

By:
	Signature	Signature
Title:		Date:
Date:

Attachments: Restricted Stock Unit Award Agreement, 2021 Omnibus Incentive Compensation Plan

* * * * *

Non-Employee Director Form

SCHEDULE 1

Dole plc

2021 Omnibus Incentive Compensation Plan

Restricted Stock Unit Award Agreement

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.	Grant of the Award

2.	Vesting; Termination of Affiliation

2.1

2.2

Termination of Affiliation by Reason of Death or Disability. Upon the occurrence of your Termination of Affiliation by reason of your death or your Disability, in any such case, prior to the date the RSUs vest in accordance with the vesting schedule set forth in the Grant Notice and other than during the Change in Control Period (as defined below), a pro-rated portion of the RSUs will vest on the date of such Termination of Affiliation, determined based on the number of completed months in the vesting period that have elapsed prior to the date of the Termination of Affiliation. Any portion of the RSUs that do not so vest in accordance with this Section 2.2 shall be automatically cancelled and forfeited as of the date of such Termination of Affiliation.

3.	Number of RSUs and Ordinary Shares

3.1

The number of RSUs subject to your Award may be adjusted from time to time in connection with certain transactions and events, as provided in the Plan.

3.2

3.3

4.	Securities Law Compliance

5.	Non-Transferability of Award

6.	Date of Issuance

6.1

7.	Change in Control

7.1

7.2

If there occurs a Change in Control prior to the settlement or forfeiture of the RSUs, and provision is made for the continuance, assumption or substitution by the Company or its successor in connection with the Change in Control of the RSUs, notwithstanding anything to the contrary set forth in the Plan or Section 2 of this Agreement, the outstanding RSUs that are assumed, continued or substituted will vest and become payable upon your Termination of Affiliation by reason of your death or Disability if such Termination of Affiliation occurs within the Change in Control Period, which shall include any additional RSUs received pursuant to Section 3 above that relate to those vested RSUs, on or no later than thirty (30) days after such Termination of Affiliation, provided you do not incur a Termination of Affiliation from the Date of Grant until your Termination of Affiliation for such reasons.

For purposes of this Agreement, (i) “Change in Control Period” means the period beginning on the date of a Change in Control and ending twenty-four (24) months following such date and (ii) “Disability” has the same meaning as defined in any applicable service agreement between you and the Company or an Affiliate (including any similar definition such as “incapacity”) or, if no such service agreement or definition exists, the meaning set forth in the Plan.

7.3

7.4

The rights provided in Section 7 hereof shall be in addition to, and not in lieu of, any rights (including without limitation any rights that would accelerate any unvested RSUs or other unvested equity rights upon a Change in Control or similar event) provided in any service agreement between you and the Company or any of its Affiliates.

8.	Dividend Equivalents

For so long as you hold outstanding RSUs under this Award, if the Company pays any cash dividends on its Ordinary Shares, then the Company will pay you in cash or shares for each outstanding RSUs covered by this Award as of the record date for such dividend, less any required withholding taxes, the per share amount of such dividend that you would have received had you owned the underlying Ordinary Shares as of the record date of the dividend if, and only if, the RSUs become vested and payable and the related Ordinary Shares are issued to you. In that case, the Company shall pay such amounts to you in cash or shares, less any required withholding taxes, at the same time the related Ordinary Shares are delivered to you. The additional cash or share payments pursuant to this Section 8 shall be treated as a separate arrangement.

9.	Restrictive Legends

The Ordinary Shares issued in respect of your Award shall be endorsed with appropriate legends determined by the Company.

10.	No Special Employment or Service Rights

No provision in this Agreement will be deemed to grant to you any right with respect to the your continued employment or service with, or other engagement by, the Company or any of its Affiliates or interfere in any way with the ability of the Company or any of its Affiliates at any time to terminate your employment, service or other engagement with or without cause or to increase or decrease the your compensation from the rate in existence at the Date of Grant. The grant of an RSU is voluntary and occasional and does not create any contractual or other right to receive future RSU grant or to be granted a RSU on any particular terms, including the number of shares to which the RSU relates, or benefits in lieu of a RSU, even if RSUs have been granted in the past. Nothing in this Agreement or its operation forms part of the terms of service by you and the rights and obligations arising from your employment, service or engagement by or with the Company or any of its Affiliates are separate from, and are not affected by, your participation in the Plan. The grant of a RSU shall in no way affect the Company’s right to adjust, reclassify, reorganise or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

11.	Tax Withholding Obligations

11.1

11.2

Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Ordinary Shares.

11.3

11.4

12.	Authority of the Committee

13.	Award Subject to Claw-Back Policies

14.	Parachute Payments

15.	Unsecured Obligation

16.	Rights as a Shareholder

Unless the Committee shall have resolved otherwise, neither you nor any executor, administrator, distributee or legatee of your estate will have any of the rights or privileges of a shareholder of the Company in respect of any of the RSUs unless and until those RSUs have been fully settled in Ordinary Shares issued to you pursuant to Section 6 of this Agreement and your name (or of your personal representative, administrator, distributee or legatee of your estate) or any permitted transferee, has been entered as the shareholder of record on the Company’s books. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company.

17.	Other Documents

18.	Acceptance; No Advice Regarding the Grant

19.	Governing Law and Jurisdiction

20.	Binding on Successors

21.	Notices; Electronic Delivery

22.	No Assignment

Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by you.

23.	Necessary Acts

24.	Acknowledgment of Award

25.	Applicable Law, Rules and Regulations

This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

26.	Governing Plan Document

27.	No Compensation for Loss of Rights

You hereby acknowledge that under no circumstances will you, on ceasing to be an employee or director of the Company and its Subsidiaries, be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan that you might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever. By participating in the Plan, you waive all rights to compensation for any loss in relation to the Plan, including: any loss of office or employment; any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of your employment or service); any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or the operation, suspension, termination or amendment of the Plan.

28.	Severability

29.	Effect on Other Benefit Plans

30.	Amendment

31.	Entire Award Agreement

This Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

32.	Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

33.	Headings

Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Paragraph.

34.	No Obligation to Minimize Taxes; Code Section 409A

34.1

34.2

This Award, and any payments made pursuant to the Award, are intended to be exempt from, or to the extent subject thereto, to comply with Code Section 409A, and, accordingly, to the maximum extent permitted, the Award shall be interpreted in accordance therewith. Specifically, any taxable payments provided under this Plan are intended to qualify for the “short-term deferral” exception to Code Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Code Section 409A of the Code, to the maximum extent possible. Each amount to be paid pursuant to the Award shall be construed as a separate identified payment for purposes of Code Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Code Section 409A, if you are a “specified employee,” (within the meaning of Code Section 409A), then all amounts due with respect to the Award that constitute a “deferral of compensation” within the meaning of Code Section 409A, that are provided as a result of a “separation from service” within the meaning of Code Section 409A, and that would otherwise be paid or provided during the first six months following the termination date, shall be accumulated through and paid or provided on the first business day that is more than six months after such date (or upon your death, if earlier). Notwithstanding anything contained herein to the contrary, you will not be considered to have terminated employment or service with the Company and its Affiliates for purposes of any payments under this Award that are subject to Code Section 409A until you would be considered to have incurred a “separation from service” within the meaning of Code Section 409A. The Company makes no representation that any or all of the payments made in respect of this Award will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payment. You shall be solely responsible for the payment of any taxes and penalties incurred under Code Section 409A.

35.	Waiver

36.	Insider Trading / Market Abuse Laws

37.	Data Protection

38.	Additional Matters

* * * * *

Non-Employee Director Form

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


DOLE PLC

By:


Name: Title:

PARTICIPANT



Signature:



Print Name:

SCHEDULE 2

Dole plc

2021 Omnibus Incentive Compensation Plan

Exhibit 10.8

DATED 2021

DOLE PUBLIC LIMITED COMPANY

TOTAL PRODUCE PLC

TOTAL PRODUCE USA HOLDINGS INC

DEED OF INDEMNITY

FOR THE BENEFIT OF DIRECTORS AND CERTAIN OFFICERS PERFORMING

STATUTORY FUNCTIONS

LOGO

TABLE OF CONTENTS


1.	DEFINITIONS	2
2.	D&O INSURANCE	4
3.	INDEMNITY	5
4.	DURATION	7
5.	ESTABLISHMENT OF LIABILITY	7
6.	PAYMENT	8
7.	TAX	8
8.	EXCLUSIONS FOR SECTION 235 OF THE COMPANIES ACT 2014 AND OTHER MATTERS	8
9.	NOTIFICATION AND DEFENCE OF PROCEEDING	10
10.	ARBITRATION	11
11.	CONFIDENTIALITY	12
12.	AMENDMENTS AND WAIVER	12
13.	JOINT AND SEVERAL LIABILITY	12
14.	ASSIGNMENT AND CEASING DIRECTORSHIP	13
15.	CHOICE OF GOVERNING LAW	14
16.	SEVERABILITY	14
17.	NOTICES	14
18.	ELECTRONIC SIGNATURES	15

THIS DEED POLL INDEMNITY (this “Deed”) 2021,

IS MADE BY:

1.	DOLE PLC, a public limited company incorporated in Ireland (registered number 606201) having its registered office at 29 North Anne Street, Dublin 7, Dublin, D07 PH36, Ireland (the “Company”);

2.	TOTAL PRODUCE PLC, a public limited company incorporated in Ireland (registered number 427687) having its registered office at 29 North Anne Street, Dublin 7, Dublin, D07 PH36, Ireland;

3.	TOTAL PRODUCE USA HOLDINGS INC., a Delaware corporation, (registered number 5562252) with its agent address at 160 Greentree Drive, Suite 101, Dover, Kent, Delaware, 19904,

(together the “Indemnitors”).

RECITALS

A.	The Indemnitors desire to attract and retain the services of highly qualified individuals, such as the Beneficiaries, to serve the Indemnitors, their holding companies and subsidiaries from time to time (each a “Group Company” or together the “Group”).

B.	In order to induce the Beneficiaries to continue to provide services to the Group, the Indemnitors wish to provide for the indemnification of, and advancement of expenses to, each Beneficiary to the Maximum Extent Permitted by Law.

It is reasonable and prudent for the Indemnitors contractually to obligate themselves to indemnify, and to advance expenses on behalf of, such persons to the Maximum Extent Permitted by Law so that they will serve or continue to serve the Group free from undue concern that they will not be so indemnified.

This Deed is a supplement to and in furtherance of the indemnification provided in the governing documents or otherwise by law or statute applicable to the Indemnitors and/or any Group Company, any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of each Beneficiary thereunder.

NOW, THEREFORE, in consideration of each Beneficiary continuing to serve the Group, the Indemnitors hereby covenant and agree as follows:

1.	DEFINITIONS

1.1

In this Deed the following expressions shall, unless the context otherwise requires, have the following meanings:


Arbitrator		shall have the meaning specified in Clause 10.1.

Beneficiary		person who is or becomes: (i) a director of the Company; or (ii) any other officer (excluding any statutory auditor, registrar, examiner or liquidator) of the Company who is required from time to time to perform any statutory obligation of the Company or Total Produce plc.


Board		the board of directors of the Company.

Expenses		all reasonable expert costs, forensic costs, legal fees, barrister costs, court costs and other reasonable costs paid or incurred by a Beneficiary in good faith in connection with investigating, defending, prosecuting, being a witness in or participating in (including on appeal) any Proceedings relating to any Indemnifiable Event, and any local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Deed.

Indemnity		means the indemnity given in Clause 3.

Indemnity Claim		means any investigation, demand, claim, action or proceedings brought or threatened which could give rise to any claim, action or demand by a Beneficiary against any of the Indemnitors.

Indemnifiable Event		any event or occurrence that takes place either prior to or after the execution of this Deed, related to the fact that a Beneficiary is or was a director or officer of the Company or any of its Subsidiaries related to anything done or not done by such Beneficiary in such capacity.

Maximum Extent Permitted by Law		shall include, but not be limited to, the maximum extent authorized or permitted by (i) applicable law, as such laws may from time to time be amended to increase the scope of such permitted indemnification, (ii) the provisions of the applicable governing documents of an Indemnitor that authorize, permit or contemplate indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of such provisions, (iii) any amendments to or replacements of applicable law, and (iv) governing documents of the Indemnitors adopted after the date of this Deed that either increase or decrease the extent to which a company may indemnify its directors, secretaries, officers and executives.

officer		shall have the same meaning as in the Companies Act 2014.

Proceedings		(i) any threatened, pending, or completed action, suit, proceedings, arbitration or alternative dispute resolution mechanism (including an action by or in the right of any of the Indemnitors); or (ii) any inquiry, hearing, tribunal or investigation, whether conducted by any the Indemnitors or any other party, that a Beneficiary acting in good faith believes on reasonable grounds may lead to: (i) the institution of any action, suit, proceeding, arbitration or alternative dispute resolution mechanism (whether civil, criminal, administrative or investigative); or (ii) adverse consequences or findings in respect of a Beneficiary in his capacity (or former capacity, as the case may be) as a director or officer of the Company or any of its Subsidiaries.


Run-off insurance		shall have its ordinary meaning and for the avoidance of doubt shall include a provision in a claims-made policy whereby the insurer remains liable for claims relating to an Indemnifiable Event that took place before the expiry or cancellation of the policy referred to in clause 2.1(a)(i).

Subsidiary		Shall have the same meaning as in the Companies Act 2014.

Tax		means all forms of taxation, and all rates, duties, imposts, charges, contributions, deductions, withholdings and levies in the nature of tax whether imposed by government, municipal or local authority and, in each case whether of Ireland or elsewhere in the world, whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to person and regardless of whether an amount in respect of any of them is recoverable from any other person, together with any interest, fine, charge, surcharge or penalty in respect thereof or to any failure to file any return required for the purposes of any of them.

1.2

In this Deed, unless otherwise specified:

(a)

references to Clauses are to clauses of this Deed;

(b)

a reference to any statute or statutory provision or statutory instrument shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, or re-enacted;

(c)

references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

(d)

headings to Clauses are for convenience only and do not affect the interpretation of this Deed; and

(e)

general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

2.	D&O INSURANCE

2.1

The Indemnitors shall:

(a)

to the extent it has not already done so, put in place and maintain for the benefit of each Beneficiary:

(i)

directors’ and officers’ liability insurance (including run-off insurance) with coverage at least equal to the coverage provided for other directors and officers of the Company and/or Total Produce plc by the directors’ and officers’ liability insurance policy in effect at the date of this Deed; and

(ii)

directors’ and officers’ liability run-off insurance with a cover duration of six years following the retirement of a Beneficiary as a director, officer or employee of the Total Produce plc and/or a company in the Group;

(b)

not cancel the policy mentioned in this Clause 2 or otherwise knowingly do anything which would cause such policy not to remain in full force and effect;

(c)

pay all premiums required to maintain such policy; and

(d)

honour and discharge all of its obligations under such policy for actions and omissions for the duration of its term.

2.2

The rights of each Beneficiary under this Deed shall be in addition to, and not in limitation of, any other rights such Beneficiaries shall have as a director or officer of the Indemnitors may have under any insurance policy or otherwise.

2.3

If the Company:

(a)

consolidates with or merges into any other corporation and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or

(b)

transfers or conveys more than 50% of its properties and assets to any other corporation;

then, and in each such case, to the extent necessary, proper provision shall be made so that its successors and assigns shall assume the obligations set forth in this Clause 2.

2.4

The Indemnitors agree that they shall indemnify each Beneficiary against all Expenses incurred by such Beneficiary in connection with any action brought by that Beneficiary:

(a)

in respect of any failure by the Indemnitors to comply with the terms of this Clause 2; and/or

(b)

for recovery under the insurance policy referred to in this Clause 2 but only to the extent that a Beneficiary is determined to be entitled to such insurance recovery.

3.	INDEMNITY

3.1

Except as provided in Clauses 4 to 10, a Beneficiary shall be indemnified by the Indemnitors as provided for below:

(a)

in the event any Beneficiary was, is, or becomes a party to, or is threatened to be made a party to, Proceedings by reason of (or arising in part out of) an Indemnifiable Event, the Indemnitors shall:

(i)

indemnify such Beneficiary from and against any and all Expenses; and

(ii)

provide such Beneficiary with such reasonable assistance, including reasonable access rights to information, documents and records of the Indemnitors as is reasonably necessary to enable such Beneficiary to prepare for and defend himself against any such Proceedings (subject to any legally binding obligations of confidentiality undertaken by the Indemnitors to any third parties, and provided that the Indemnitors shall not be obliged to disclose commercially sensitive information to such Beneficiary if he is no longer a director or officer of the Indemnitors);

(b)

in the event any Beneficiary was, is, or becomes a witness in, or is threatened to be made a witness in, any Proceedings by reason of (or arising in part out of) an Indemnifiable Event, the Indemnitors shall:

(i)

indemnify such Beneficiary from and against any and all Expenses; and

(ii)

provide such Beneficiary with such reasonable assistance including reasonable access rights to information, documents and records of the Indemnitors as is reasonably necessary to enable such Beneficiary to prepare for the Proceedings and protect his good name (subject to any legally binding obligations of confidentiality undertaken by the Indemnitors to any third parties, and provided that the Indemnitors shall not be obliged to disclose commercially sensitive information to such Beneficiary if he is no longer a director or officer of an Indemnitor);

(c)

in addition to the indemnity contained in the constitution or applicable by-laws of the Indemnitors, the Indemnitors shall indemnify each Beneficiary against all Expenses, losses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as a director, officer or employee of any of the Indemnitors and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by a court;

(d)

to the extent that a Beneficiary has been successful in defence of any Proceedings relating in whole or in part to an Indemnifiable Event or in defence of any issue or matter therein, the Beneficiary shall be indemnified by the Indemnitors hereunder against all Expenses incurred in connection therewith; and

(e)

each Beneficiary shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Indemnitors in accordance with this Deed as soon as practicable after the Beneficiary has made written demand on the Indemnitors for indemnification accompanied by such invoices and/or other evidence of the incurring and the quantum of such Expenses as the Indemnitors (acting reasonably) may require the Beneficiary to produce.

3.2

Except as provided in Clauses 4 to 10:

(a)

it is the intent of the parties that the Indemnitors shall indemnify each Beneficiary from and against any and all Expenses by reason of (or arising in part out of) an Indemnifiable Event to the fullest extent permitted by law;

(b)

the rights of each Beneficiary hereunder shall be in addition to any other rights each Beneficiary may have under the constitution or applicable by-laws of the Indemnitors and/or (as the case may be) the constitution or applicable by-laws of any of the Indemnitors’ Subsidiaries, applicable law, or otherwise; and

(c)

to the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the constitution or applicable by-laws of the Indemnitors and/or (as the case may be) the constitution or applicable by-laws of any of the Indemnitors’ Subsidiaries, applicable law or this Deed, it is the intent of the parties that each Beneficiary enjoy by this Deed the greater benefits so afforded by such change.

3.3

For the purposes of this Deed, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provisions of Irish law and/or the constitution or applicable by-laws of the Indemnitors and/or (as the case may be) the constitution or applicable by-laws of any of the Indemnitors’ Subsidiaries; and (ii) to the fullest extent authorised or permitted by any amendments to or replacements of Irish law and/or the constitution or applicable by-laws of the Indemnitors adopted after the date of this Deed that increase the extent to which a company may indemnify its directors or officers.

4.	DURATION

4.1

The indemnity obligation under Clause 3 shall terminate as regards a Beneficiary on the first date on which the Beneficiary is no longer a director, officer or employee of the Company or any Group Company PROVIDED THAT such termination shall be without prejudice to the ability of that Beneficiary to bring a claim under Clause 3 where the circumstances giving rise to such claim occurred on or prior to the date of such termination.

4.2

The Indemnitors shall have the right, at any time, to terminate this Deed or to modify, vary or amend any provision of this Deed without notice to, or the consent or agreement of, the Beneficiaries PROVIDED THAT such termination, modification, variation or amendment shall be without prejudice to the ability of a Beneficiary to bring a claim under:

(a)

Clause 2; or

(b)

Clause 3,

where the circumstances giving rise to the claim under Clause 3 occurred on or prior to the date of such termination, modification, variation or amendment.

5.	ESTABLISHMENT OF LIABILITY

The Indemnitors shall only be liable in respect of any claim made by a Beneficiary under Clause 3 if and to the extent that such claim is admitted by the Indemnitors or determined in accordance with Clause 10.

6.	PAYMENT

6.1

In the event of payment under this Deed, the Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of a Beneficiary, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Indemnitors effectively to bring suit to enforce such rights.

6.2

The Indemnitors shall not be liable under this Deed to make any payment in connection with any claim made by a Beneficiary to the extent the Beneficiary has otherwise received payment (under any insurance policy, the constitution or applicable by-laws of the Indemnitors and/or (as the case may be) the constitution or applicable by-laws of any of the Indemnitors’ Subsidiaries, or otherwise) of the amounts otherwise indemnifiable hereunder.

TAX

7.1

Any payment in respect of an Indemnity Claim shall be paid by the Indemnitors free and clear of all deductions for or on account of Tax, save as required by law.

7.2

Without prejudice to Clause 8.5, if any deduction is required by law to be made from any payment in respect of an Indemnity Claim, or if payment in respect of any Indemnity Claim is subject to a liability to Tax in the hands of a Beneficiary, then the Indemnitors shall pay to the Beneficiary such sum as will, after such deduction has been made or after such liability to Tax has been taken into account, leave that Beneficiary with the same amount as he would have been entitled to receive had no such deduction been required by law or as he would have been entitled to retain had no such liability to Tax arisen.

8.	EXCLUSIONS FOR SECTION 235 OF THE COMPANIES ACT 2014 AND OTHER MATTERS

8.1

Notwithstanding any other provision of this Deed to the contrary, the Indemnitors shall not be obligated under this Deed to make any payment pursuant to this Deed:

(a)

which is prohibited by law (including in respect of any liability expressly prohibited from being indemnified pursuant to Section 235 of the Companies Act 2014 or section 145 of the Delaware General Corporation law), PROVIDED THAT (i) where Sections 235(3) and 233 of the Companies Act 2014 apply to a Beneficiary, this Clause shall not restrict any rights that that Beneficiary may have under this Deed and (ii) to the extent any such prohibitions are amended or determined by a court of a competent jurisdiction to be void or inapplicable, or relief to the contrary is granted, then the Beneficiary shall receive the greatest rights then available under law;

(b)

to the extent that a Beneficiary is entitled to recover, and does in fact recover, the relevant Expenses (in respect of which indemnity might otherwise be sought by the Beneficiary pursuant to this Deed) pursuant to any provision as to the indemnification of directors or officers contained in the constitution or applicable by-laws of the Indemnitors and/or (as the case may be) the constitution or applicable by-laws of any of the Indemnitors’ Subsidiaries; or

(c)

8.2

Notwithstanding anything in this Deed to the contrary, a Beneficiary shall not be entitled to indemnification pursuant to this Deed in connection with any Proceedings initiated by the Beneficiary against the Company or any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries unless:

(a)

the Company has joined in or the Board has consented to the initiation of such Proceeding; or

(b)

the Proceedings are to enforce indemnification rights under this Deed.

8.3

Furthermore, the Indemnity shall not apply:

(a)

if indemnification or payment is only permitted in any particular jurisdiction by any applicable law, regulation, listing rule, disclosure or other similar rules from time to time binding on the relevant Group Company in that jurisdiction with the prior sanction of a resolution of shareholders of the Company;

(b)

where there has been gross negligence, fraud or wilful default by a Beneficiary;

(c)

in respect of loss of earnings or any other employment benefit including, without limitation, rights to bonus or other monetary incentives, shares options or other share-based incentives or pension or other retirement benefits which a Beneficiary may suffer as a result of any period of disqualification from the position of officer by any relevant court, tribunal or other legal or regulatory authority; nor

(d)

where a Beneficiary has improperly derived a personal benefit or profit.

8.4

Without prejudice to any other rights or remedies which may be available to the Beneficiaries, the Indemnity shall not extend to any liability (including any costs and expenses) incurred by, or attaching to, a Beneficiary:

(a)

to pay a fine imposed in criminal proceedings;

(b)

to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);

(c)

in defending any criminal proceedings in which he is convicted;

(d)

in defending civil proceedings brought by a Group Company in which judgment is given against him; or

(e)

in connection with an application for relief in which the court refuses to grant him relief;

unless, in connection with the matters giving rise to the liability in (a) to (e), the Company determines that a Beneficiary acted in good faith with a view to the best interests any relevant Group Company.

8.5

In computing the amount of an Indemnity Claim there shall be taken into account the amount of any tax deduction or tax saving obtained by a Beneficiary in consequence of the matter that has given rise to the Indemnity Claim.

8.6

If a company ceases to be a Group Company after the date of this Deed, the Indemnitors shall only be liable to indemnify each Beneficiary in respect of liabilities in relation to that company which arose before the date on which that company ceased to be a Group Company.

8.7

If a company becomes a Group Company after the date of this Deed, the Indemnitors shall only be liable to indemnify each Beneficiary in respect of liabilities arising after the date on which that company became a Group Company.

9.	NOTIFICATION AND DEFENCE OF PROCEEDING

9.1

Promptly after receipt by a Beneficiary of notice of the commencement of any Proceeding, the Beneficiary shall, if a claim in respect thereof is to be made against the Indemnitors under this Deed, notify the Indemnitors of the commencement thereof; but the omission so to notify the Indemnitors will not relieve the Indemnitors from any liability that it may have to that Beneficiary, except as provided in Clause 9.3.

9.2

With respect to any Proceedings as to which a Beneficiary notifies the Indemnitors of the commencement thereof, the Indemnitors will be entitled to participate in the Proceedings at its own expense and except as otherwise provided below, to the extent the Indemnitors so wish, it may assume the defence thereof with counsel reasonably satisfactory to the Beneficiary. After notice from an Indemnitor to a Beneficiary of its election to assume the defence of any Proceeding, the Indemnitors shall not be liable to such Beneficiary under this Deed or otherwise for any Expenses subsequently incurred by such Beneficiary in connection with the defence of such Proceedings other than reasonable costs of investigation or as otherwise provided below. Each Beneficiary shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from any of the Indemnitors of its assumption of the defence shall be at the Beneficiary’s expense unless: (i) the employment of legal counsel by the Beneficiary has been authorised by the Indemnitors, or (ii) the Beneficiary has reasonably determined that there may be a conflict of interest between the Beneficiary and the Indemnitors in the defence of the Proceeding, or (iii) none of the Indemnitors shall not in fact have employed counsel to assume the defence of such Proceeding, in each of which cases all Expenses of the Beneficiary in connection with such Proceedings shall be borne by the Indemnitors. The Indemnitors shall not be entitled to assume the defence of any Proceedings brought by or on behalf of any of the Indemnitors, or as to which the Beneficiary shall have made the determination provided for in (ii) above (it being specified, for the avoidance of doubt, that an Indemnitor may assume defence of any such proceedings described in this sentence with the Beneficiary’s consent, provided that any such consent shall not affect the rights of the Beneficiary under the foregoing provisions of this Clause 9.2).

9.3

The Indemnitors shall not be liable to indemnify a Beneficiary under this Deed or otherwise for any amounts paid by the Beneficiary in settlement of any Proceedings effected without the Indemnitors’ written consent, such consent not to be unreasonably withheld. The Indemnitors shall not be liable to indemnify a Beneficiary under this Deed with regard to any judicial award if the Beneficiary was responsible for failing to give the Indemnitors a reasonable and timely opportunity, at their expense, to participate in the defence of such action; the Indemnitors’ liability hereunder shall not be excused if assumption of the defence of the Proceedings by the Indemnitors was barred by this Deed.

9.4

If a Beneficiary is at any time entitled (whether by reason of insurance or otherwise) to recover from some other person any sum in respect of any matter giving rise (or which may give rise) to an Indemnity Claim (whether before or after the Indemnitors have made a payment thereunder) the Beneficiary shall:

(a)

promptly notify the Indemnitors and provide such information as the Indemnitors may reasonably require relating to such right of recovery and the steps taken or to be taken by the Beneficiary in connection with it;

(b)

if so required by the Indemnitors take all steps (whether by way of a claim against its insurers or otherwise including, without limitation, legal proceedings) as the Indemnitors may reasonably require to enforce such recovery; and

(c)

keep the Indemnitors fully informed of the progress of any action taken,

and thereafter any Indemnity Claim shall be limited to the amount by which the liability suffered by the Beneficiary as a result of the matter giving rise to the Indemnity Claim shall exceed the amount so recovered. No other person shall have the right to pursue an Indemnity Claim against the Indemnitors under this Deed (or to seek contribution from the Indemnitors) whether in its own name or that of the Beneficiary.

9.5

If the Indemnitors pay to a Beneficiary an amount pursuant to Clause 3, it shall be on the condition that if the Beneficiary subsequently recovers from a third party a sum which is referable to the matter giving rise to the relevant liability, the Beneficiary shall forthwith repay to the Indemnitors:

(a)

an amount equal to the sum recovered from the third party less any reasonable out-of-pocket costs and expenses incurred by the Beneficiary in recovering the same; or

(b)

if the figure resulting under sub-clause (a) above is greater than the amount paid by the Indemnitors to the Beneficiary in respect of the relevant liability, such lesser amount as shall have been so paid by the Indemnitors.

9.6

The Indemnitors shall be entitled at any stage and at its sole discretion to settle any Indemnity Claim and shall be under no obligation to discuss the same with the relevant Beneficiary.

10.	ARBITRATION

10.1

Any dispute or difference of any kind howsoever arising out of or in connection with the rights of a Beneficiary to indemnity under this Deed shall be fully and finally decided by arbitration pursuant to the provisions of the Arbitration Act 2010 (as amended) and by an arbitrator (the “Arbitrator”) agreed by the relevant Beneficiary and the Indemnitors or, in default of agreement, appointed by the President for the time being of the Law Society of Ireland (or, if he is unwilling or unable to do so, by the next senior officer of the Law Society of Ireland who is willing and able to make the appointment); provided always that these provisions shall apply also to the appointment (whether by agreement or otherwise) of any replacement arbitrator where the original arbitrator (or any replacement) has been removed by order of the High Court, or refuses to act, or is incapable of acting or dies.

10.2

The costs of any Arbitrator appointed pursuant to Clause 10.1 shall be borne by such person(s) as the Arbitrator shall determine.

11.	CONFIDENTIALITY

11.1

Subject to Clause 11.2, each Beneficiary shall treat as confidential and shall not disclose to any person any information which relates to:

(a)

an Indemnity Claim or any matter which results or may result in an Indemnity Claim (including without limitation the existence of an Indemnity Claim);

(b)

any claim or payment made under Clause 3 (any such information being “Confidential Information”).

11.2

Notwithstanding the other provisions of this Clause, a Beneficiary may disclose Confidential Information:

(a)

to his professional advisers provided that he procures that such advisers comply with the restrictions contained in this Clause 11 as if such advisers were a party to this Deed;

(b)

to the extent required by law;

(c)

to the extent the Confidential Information has come into the public domain through no fault of that party; or

(d)

to the extent the Indemnitors have given prior written consent to the disclosure, such consent not to be unreasonably withheld or delayed.

Any Confidential Information to be disclosed by the Beneficiary pursuant to Clause 11.2 (b) or (c) above shall be disclosed only after notice to the Indemnitors.

11.3

The restrictions contained in this Clause 11 shall continue to apply after termination of this Deed, and, for the avoidance of doubt, after the Beneficiary ceases to be a director, officer or employee of the Company or any Group Company, in each case without limit in time.

11.4

Any information which the Indemnitors receive from a Beneficiary pursuant to this Deed may be provided by the Indemnitors to their advisers, insurers and to any other Group Company without notice to that Beneficiary.

12.	AMENDMENTS AND WAIVER

No supplement, modification, or amendment of this Deed shall be binding unless executed in writing by the Indemnitors. No waiver of any of the provisions of this Deed shall be binding unless in the form of writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

13.	JOINT AND SEVERAL LIABILITY

The Indemnitors expressly confirm and agree that the obligations contained in this Deed on the part of the Indemnitors shall be construed and take effect as, to the Maximum Extent Permitted by Law, joint and several obligations of the Indemnitors and the act or default of any one of them shall be deemed to be the act or default of each of them.

14.	ASSIGNMENT AND CEASING DIRECTORSHIP

The benefit of this Deed shall be personal to each Beneficiary and may not be assigned by a Beneficiary save with the prior written consent of the Indemnitors. The indemnification provided under this Deed shall continue as to each Beneficiary for any action taken or not taken while serving as a director or officer of any of the Indemnitors and which pertains to an Indemnifiable Event, even though he may have ceased to be a director or officer of the Indemnitors at the time of any Proceedings or is deceased (in which case this Deed shall endure to the benefit of his estate).

15.	CHOICE OF GOVERNING LAW

This Deed shall be governed by and construed and enforced in accordance with the laws of Ireland.

16.	SEVERABILITY

If any provision or provisions of this Deed is or becomes invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Deed (including without limitation, each portion of any section of this Deed containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the Maximum Extent Permitted by Law; (b) such provision or provisions shall be deemed reformed to the minimum extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Deed (including, without limitation, each portion of any section of this Deed containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

17.	NOTICES

17.1

All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deem to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Indemnitors at:

Dole plc

29 North Anne Street

Dublin 7

Dublin

D07 PH36

Ireland

Attn: Company Secretary

Total Produce plc

29 North Anne Street

Dublin 7

Dublin

D07 PH36

Ireland

Attn: Company Secretary

Total Produce USA Holdings Inc

160 Greentree Drive

Suite 101

Dover

Kent

Delaware, 19904

Attn: Company Secretary

and (unless otherwise notified to the Indemnitors in writing) to each Beneficiary at the address recorded in the statutory records of the Indemnitors in respect of the Beneficiary’s appointment as a director or officer of the Indemnitors.

Notice of change of address shall be effective only when given in accordance with this Clause. All notices complying with this Clause shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

18.	ELECTRONIC SIGNATURES

18.1

The Indemnitors consent to the execution of this Deed or any documents referred to herein by or on behalf of the other by electronic signature, provided that such manner of execution is permitted by law.

18.2

The Indemnitors:

(a)

agree that an executed copy of this Deed may be retained in electronic form; and

(b)

acknowledge that such electronic form shall constitute an original of this and may be relied upon as evidence of this Deed.

IN WITNESS WHEREOF this Deed has been executed as a Deed for the benefit of each Beneficiary on the date first written above.


GIVEN under the common seal of DOLE PUBLIC LIMITED COMPANY and DELIVERED as a DEED:		Duly Authorised Signatory

GIVEN under the common seal of TOTAL PRODUCE PLC and DELIVERED as a DEED		Duly Authorised Signatory Duly Authorised Signatory


EXECUTED for and on behalf of
TOTAL PRODUCE USA HOLDINGS INC
Signed:

in the presence of:

(Witness’ Signature)

(Witness’ Address)

(Witness’ Occupation)

Exhibit 10.9

REGISTRATION RIGHTS AGREEMENT

by and among

DOLE PLC

and

THE HOLDERS LISTED ON SCHEDULE A HERETO

Dated as of [ ], 2021

TABLE OF CONTENTS


		Page
1.	Definitions and Interpretation		1
2.	Reserved		6
3.	Shelf Registration		6
4.	Piggyback Registration		11
5.	Lock-up Agreements		12
6.	Other Registration Rights		13
7.	Registration Procedures		14
8.	Indemnification by the Company		17
9.	Indemnification by Participating Shareholders		18
10.	Conduct of Indemnification Proceedings		18
11.	Survival		19
12.	Contribution		19
13.	Participation in Public Offering		20
14.	Compliance with Rule 144		20
15.	Selling Expenses		21
16.	Prohibition on Requests; Holders’ Obligations		21
17.	Miscellaneous		21

SCHEDULE I — Holders of Registrable Securities

ANNEX A — Form of Joinder Agreement

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021, by and among Dole plc, a company incorporated in Ireland (the “Company”), and the persons listed on Schedule A hereto (such persons, in their capacity as holders of Registrable Securities, including any Permitted Transferees hereunder, the “Holders” and each a “Holder” and, the Holders together with the Company, the “Parties”).

RECITALS

WHEREAS, following the consummation of the Transactions, including the IPO, the Holders will hold Ordinary Shares (as defined below); and

WHEREAS, the Company desires to enter into this Agreement with the Holders in order to provide the Holders the registration rights described herein.

1.	Definitions and Interpretation.

(a) Definitions. In addition to those terms separately defined in this Agreement, each of the following capitalized terms has the meaning specified in this Section 1(a).

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in in Dublin, Ireland, or New York, New York are authorized by Law to close.

“FINRA” means the Financial Industry Regulatory Authority, Inc., and any successor regulator performing comparable functions.

“Joinder Agreement” means a joinder agreement, a form of which is attached as Annex A to this Agreement.

“Judgments” means any legally binding judgments, injunctions, orders, stays, decrees, writs, rulings, or awards of any court or other judicial authority or any other Governmental Entity.

“Law” means all laws (including common law), statutes, ordinances, rules, regulations, orders, decrees or legally-binding guidance of any Governmental Entity, or Judgments.

“Majority Holders” means Holders holding a majority of the Registrable Securities.

“Participating Shareholder” means, with respect to any registration, any Holder of Registrable Securities covered by the applicable Registration Statement.

and disbursements of counsel for the Company and (v)(b) reasonable fees and disbursements of one counsel selected by the Majority Holders, up to an aggregate of one hundred thousand dollars ($100,000) for all registrations hereunder, and (v)(c)customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any required audits of the financial statements of the Company or any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 7(l)), (vi) fees and expenses of any special experts retained by the Company in connection with such registration, (vii) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (viii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (ix) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities and (x) all costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 7(m). For the avoidance of doubt, “Registration Expenses” shall include expenses of the type described in clauses (i)—(x) to the extent incurred in connection with the “take down” of Ordinary Shares pursuant to a Registration Statement previously declared effective. Except for the foregoing Registration Expenses (including reasonable fees and expenses of counsel to Holders referenced in item (v)(b) above and subject to the limitation therein), or as otherwise provided in this Agreement, Registration Expenses shall not include any other out-of-pocket expenses of any Holders (or the agents who manage their accounts), or any Selling Expenses.

“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

“Rule 415” means Rule 415 (or any successor provisions) under the Securities Act.

“SEC” means the United States Securities and Exchange Commission and any successor agency performing comparable functions.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all underwriting discounts and selling commissions, and stock or share transfer taxes applicable to the sale of Registrable Securities.

“Underwritten Offering” means a registration in which Company Securities are sold to an underwriter or underwriters on a firm commitment basis.

(b)

Interpretation.

(i)

(ii)

(iii)

Whenever the words “include,” “includes” or “including” are used herein, they shall be deemed to be followed by the words “without limitation.”

(iv)

(v)

The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(vi)

Any law or regulation defined or referred to herein means such law or regulation as from time to time amended, modified or supplemented, unless otherwise specifically indicated.

(vii)

References to a person are also to its successors and permitted assigns.

(viii)

Any reference to the “filing” of a Registration Statement shall include a confidential submission made in accordance with the rules of the SEC.

(ix)

Reserved.

3.	Shelf Registration.

(e) Underwritten Shelf Takedown.

(i)

Underwritten Offering is anticipated to launch, specifying the number of Registrable Securities for which the Majority Holders are requesting registration under this Section 3(e) and the other material terms of such Underwritten Offering to the extent known (such request, a “Long-Form Underwritten Shelf Takedown Request,” and any Underwritten Offering conducted pursuant thereto, an “Long-Form Underwritten Shelf Takedown”), and the Company shall promptly, but in no event later than five (5) Business Days following the receipt of such Long-Form Underwritten Shelf Takedown Request, give written notice of such Underwritten Shelf Takedown Request (such notice, an “Long-Form Underwritten Shelf Takedown Notice”) to the other Holders and such Long-Form Underwritten Shelf Takedown Notice shall offer the other Holders the right to register as part of such Long-Form Underwritten Shelf Takedown such number of Registrable Securities as each such other Holder may request in writing. Subject to Section 3(e)(iii) and Section 3(e)(iv), the Company shall cause the underwriter(s) to include as part of the Long-Form Underwritten Shelf Takedown all Registrable Securities that are requested to be included therein by any of the other Holders in accordance with the immediately prior sentence; provided, that all such other Holders requesting to participate in the Long-Form Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Majority Holders requesting the Long-Form Underwritten Shelf Takedown; provided, further, that, if at any time after making an Long-Form Underwritten Shelf Takedown Request and prior to the launch of the Long-Form Underwritten Shelf Takedown, the Majority Holders requesting the Long-Form Underwritten Shelf Takedown shall determine for any reason or no reason not to proceed with or to delay such Long-Form Underwritten Shelf Takedown, such Majority Holders shall give written notice to the Company of such determination and the Company shall give written notice of the same to each other Holder and, thereupon, (A) in the case of a determination not to proceed, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Long-Form Underwritten Shelf Takedown (but the Company shall not be relieved from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the other registration rights contained herein, and (B) in the case of a determination by the Majority Holders to delay such Long-Form Underwritten Shelf Takedown, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Long-Form Underwritten Shelf Takedown for the same period as the Majority Holders determine to delay such Long-Form Underwritten Shelf Takedown.

(ii)

At any time during which a Shelf Registration Statement on Form F-3 or S-3 is in effect, the Majority Holders may elect to offer Registrable Securities with a total offering price reasonably expected to be at least thirty million dollars ($30,000,000) pursuant to the Shelf Registration Statement in the form of an Underwritten Offering by written notice (which notice may be given by email) to the Company of such intention at least ten (10) Business Days prior to the date on which such Underwritten Offering is anticipated to launch, specifying the number of Registrable Securities for which the Majority Holders are requesting registration under this Section 3(e) and the other material terms of such Underwritten Offering to the extent known (such request, an “Short-Form Underwritten Shelf Takedown Request,” and any Underwritten Offering conducted pursuant thereto, an “Short-Form Underwritten Shelf Takedown” and, together with any Long-Form Underwritten Shelf Takedown, an “Underwritten Shelf Takedown”), and the Company shall promptly, but in no event later than two (2) Business Days following the receipt of such Short-Form Underwritten Shelf Takedown Request, give written notice of such Short-Form Underwritten Shelf Takedown Request (such notice, an “Short-Form Underwritten Shelf Takedown Notice”) to the other Holders and such Short-Form Underwritten Shelf Takedown Notice shall offer the other Holders the right to register as part of such Underwritten Shelf Takedown such number of Registrable Securities as each such other Holder may request in writing. Subject to Section 3(e)(iii) and Section 3(e)(iv), the Company shall cause the underwriter(s) to include as part of the Short-Form Underwritten Shelf Takedown all Registrable Securities that are requested to be included therein by any of the other Holders in accordance with the immediately prior sentence; provided, that all such other Holders requesting to participate in the Short-Form Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Majority Holders requesting the Short-Form Underwritten Shelf Takedown; provided, further, that, if at any time after making a Short-Form Underwritten Shelf Takedown Request and prior to the launch of the Short-Form Underwritten Shelf Takedown, the Majority Holders requesting the Short-Form Underwritten Shelf Takedown shall determine for any reason or no reason not to proceed with or to delay such Short-Form Underwritten Shelf Takedown, such Majority Holders shall give written notice to the Company of such determination and the Company shall give written notice of the same to each other Holder and, thereupon, (A) in the case of a determination not to proceed, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Short-Form Underwritten Shelf Takedown (but the Company shall not be relieved from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the other registration rights contained

herein, and (B) in the case of a determination by the Majority Holders to delay such Short-Form Underwritten Shelf Takedown, the Company shall be relieved of its obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Short-Form Underwritten Shelf Takedown for the same period as the Majority Holders determine to delay such Short-Form Underwritten Shelf Takedown.

(iii)

If the managing underwriter or underwriters of an Underwritten Shelf Takedown, in good faith, advise the Company and the Majority Holders requesting the Underwritten Shelf Takedown that, in their good faith determination, the number of Registrable Securities that the Participating Shareholder(s) intend to include in such registration exceeds the largest number of shares that can be sold without adversely affecting the proposed offering price, timing or distribution of the shares offered in such offering (the “Maximum Offering Size”), the Company shall cause the underwriter(s) to include in such Underwritten Shelf Takedown, in the following priority, up to the Maximum Offering Size:

(A) first, all Registrable Securities requested to be included in such registration by the requesting Majority Holders;

(iv)

4.	Piggyback Registration.

(a) Participation. If, following the closing date of the IPO, the Company at any time proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to Shelf Registration Statement) or file a Registration Statement with respect to any offering of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (“Company Securities”), for its own account or for the account of any other Persons (other than (i) an underwritten Public Offering or Registration Statement under Section 3, (ii) a Registration Statement on Form F-4, Form S-4, Form F-8 or Form S-8 or any successor form to such forms, or (iii) a registration of Ordinary Shares solely relating to an offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement, then, as soon as reasonably practicable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement, as applicable), the Company shall give written notice of such proposed offering or filing to the Holders (which notices shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering), and such notice shall offer the Holders the right to register under such Registration Statement or include in such underwritten Public Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 4(b) and Section 4(c), the Company shall include in such Registration Statement or underwritten Public Offering all such Registrable Securities that are requested to be included therein within five (5) calendar days after the receipt by such Holders of any such notice; provided, that if at any time after giving written notice of its intention to sell any Company Securities in an underwritten Public Offering and prior to the launch date, or to register any Company Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to sell or register or to delay such sale or registration, the Company shall give prompt written notice of such determination to each Holder and, thereupon, (A) in the case of a determination not to sell or register, shall be relieved of its obligation to register any Registrable Securities in connection with such sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders with respect to a Shelf Registration, including the right to request an Underwritten Shelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i) or (ii)), and (B) in the case of a determination to delay selling or registering, in the absence of a Shelf Registration or request for an Underwritten Shelf Takedown related thereto, shall be permitted to delay selling or registering any Registrable Securities, for the same period as the delay in registering such other Company Securities; provided, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the Company’s registration or sale must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter or underwriters so that each such Holder may participate in such Underwritten Offering on the foregoing terms.

(i)

(ii)

(iii)

5.	Lock-up Agreements.

6.	Other Registration Rights.

7.	Registration Procedures.

In connection with any registration pursuant to Section 3 or Section 4, subject to the provisions of such Sections:

(a) At least five (5) Business Days prior to filing a Registration Statement covering Registrable Securities or prospectus or any amendment or supplement thereto, the Company shall furnish to each Participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such Registration Statement, and their respective counsel, copies of such Registration Statement as proposed to be filed, and thereafter the Company shall furnish to such Participating Shareholder and underwriter, if any, and their respective counsel, without charge such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Participating Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Shareholder. Each Participating Shareholder shall have the right to request that the Company modify any information contained in such Registration Statement, amendment and supplement thereto pertaining to such Participating Shareholder and the Company shall use all reasonable efforts to comply with such request; provided, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

8.	Indemnification by the Company.

the Company in connection with any such registration, qualification or compliance, except in all cases insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon or contained in any information furnished in writing to the Company by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of the prospectus, the issuer free writing prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same.

9.	Indemnification by Participating Shareholders.

10.	Conduct of Indemnification Proceedings.

the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent and only to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (but such consent shall not be unreasonably withheld or delayed). Without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), no Indemnifying Party shall consent to the entry of any judgment or effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement is either (i) settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or (ii) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

11.

Survival.

12.	Contribution.

13.	Participation in Public Offering.

14.	Compliance with Rule 144.

15.	Selling Expenses.

16.	Prohibition on Requests; Holders’ Obligations.

No Holder shall, without the Company’s consent, be entitled to deliver a request for a Underwritten Shelf Takedown if less than forty-five (45) calendar days have elapsed since (A) the effective date of a final prospectus supplement to an already effective Shelf Registration Statement in connection with a Shelf Registration or Piggyback Registration, or (B) the pricing date of any Underwritten Offering effected by the Company; provided, in each case, that such Holder has been provided with a right to participate in the prior offering in accordance with the terms of this Agreement and either (i) has refused or not promptly accepted such opportunity or (ii) has not been cut back to less than 50% of the Registrable Securities requested to be included by such Holder.

17.	Miscellaneous.

(a) Remedies; Specific Performance.

(i)

(ii)

provisions of this Agreement in any court referred to in Section 17(g), without proof of actual damages (and each Party waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

(i)

if to the Company, to:

Dole plc

29 North Anne Street

Dublin 7, D07 PH36

Ireland

Email: jdevine@totalproduce.com

Attn: Jacinta Devine, Company Secretary

with a copy (which shall not constitute notice) to:

Arthur Cox

Earlsfort Centre

Earlsfort Terrace

Dublin 2, Ireland

Email: stephen.hegarty@arthurcox.com

Attention: Stephen Hegarty

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34th Floor

Los Angeles, California 90071

Email: david.eisman@skadden.com

michelle.gasaway@skadden.com

Attention: David C. Eisman, P. Michelle Gasaway

(ii)

or to such other address as such Person may have furnished to the other Persons identified in this Section 17(c) in writing in accordance herewith.

(g) Governing Law and Venue; Jurisdiction; WAIVER OF JURY TRIAL.

(i)

(ii)

(i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(g).

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.


COMPANY:



DOLE PLC



By:
		Name:
		Title:

[Signature Page to Registration Rights Agreement]


HOLDERS:



THE MURDOCK GROUP, LLC



By:
		Name:
		Title:


CASTLE & COOKE HOLDINGS, INC.



By:
		Name:
		Title:


DOLICIOUS CORPORATION



By:
		Name:
		Title:

SCHEDULE A

HOLDERS OF REGISTRABLE SECURITIES

The Murdock Group, LLC

Castle & Cooke Holdings, Inc.

Dolicious Corporation

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

ANNEX A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT (“Joinder”), dated [ ], is executed by [ ] (the “Transferee”) and by [ ] (the “Transferor”) pursuant to the terms of the Registration Rights Agreement, dated as of [ ], 20[ ] (the “Registration Rights Agreement”), by and among Dole plc, a corporation incorporated in Ireland (the “Company”), and the Holders party thereto. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Rights Agreement.

Agreement. Transferee agrees that it shall be fully bound by and subject to the terms of the Registration Rights Agreement and the terms of this Joinder.

Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’s signature below.

[SIGNATURE PAGE FOLLOWS]


TRANSFEROR



[ ]



By:


Name:
Title:


TRANSFEREE



[ ]



By:


Name:
Title:

Address for Notices:

[Signature Page to Joinder Agreement to Registration Rights Agreement]

Exhibit 10.10

Food Company, Inc.

One Dole Drive · Westlake Village, CA 91362-7300 · Phone (818) 874-4000

July 8, 2015

Johan Linden

Johan.linden@dole.com

Dear Johan:

This letter is to confirm your promotion to the position of President and Chief Operating Officer for Dole Food Company, Inc. In this position you will report to David H. Murdock, Chairman and CEO of Dole Food Company, Inc. This position will be located in Westlake Village, CA.

Your promotion date will be August 2, 2015.

Your annualized base salary will be $690,000. In addition, you will be eligible for the Company’s discretionary annual incentive plan, with a target incentive of 100% of your base salary. Awards under the annual incentive plan are discretionary and are based on your individual performance and the performance of the Company.

Health, Welfare, and Retirement Benefits

In addition, you will be eligible for Dole’s comprehensive employee benefit package. You can learn about the benefits Dole offers prior to your first day by visiting our employee benefits website at www.youanddole.com. Click on “Explore Dole’s Benefits”. Once you begin work, a representative from Human Resources will conduct your new hire orientation to further familiarize you with our employee benefit package, provide details on enrollment and answer any questions you may have.

Flexible Time Off (FTO)—Sick and Vacation Time

You will also be eligible for Flexible Time Off (FTO) benefits provided by Dole’s Flexible Time Off Policy. Benefits are based on your service date with Dole Europe and accrue on a biweekly basis. You will have 27 days per year to meet your vacation and sick time needs, plus paid holidays.

Immigration

The Company will pay for fees and expenses incurred with securing Visas and Visa renewals for you, your spouse, and children, according to Company policy.

Tax Preparation Reimbursement

You will be eligible for reimbursement for your personal tax preparation assistance in accordance with Company policy, which is currently up to $5,000 per year.

Severance

In the event you are involuntary terminated without cause, the Company will reimburse the reasonable cost of relocating you and your family back to Hamburg, Germany, or comparable destination in Europe in accordance with the Company’s current Relocation Policy, as long your relocation is completed within 12 months of your last day worked.

In addition, in the event that you are involuntarily terminated without cause, you will be eligible for a severance benefit equal to 18 months of your Annual Base Salary.

Johan Linden

Page 2

I want to point out that your employment, like that of all other Dole employees, is at-will. Accordingly, you or the Company may terminate your employment at any time for any reason or for no reason. Termination may occur without advance notice. In addition, the at-will nature of the relationship may not be changed except in a written document signed by the Corporate Senior Vice President, Human Resources.

I also want to point out that this offer letter constitutes an integration of all discussions you have had with Dole to date such that there are no promises, agreements or representations made by the Company regarding your employment other than as set forth in this letter.

On your first day of employment you and Dole must complete the I-9 Form as required by federal law. This form requires you to answer questions and provide documents that verify your eligibility for employment in the US. Please note that you must bring and present on your first day of employment one or two documents as explained in the I-9 Form Lists of Acceptable Documents attached to the email used to transmit this offer letter to you. If you have any questions please do not hesitate to contact me.

On your first day of employment you will also be asked to acknowledge your understanding of and commitment to abide by Dole’s Confidentiality and Trade Secret Agreement, a copy of which is attached to the email used to send this offer letter. Signing this agreement is a condition of employment.

Johan, congratulations on your new role!

If you have any questions, please do not hesitate to contact me at 818.879.6800.

Sincerely,

/s/ David H. Murdock

David H. Murdock

Chairman and CEO

Dole Food Company, Inc.

Accepted:

/s/ Johan Linden


Name		Date

Exhibit 10.11

14 June 2018

Johan Linden

Re: Retention Agreement

Dear Johan:

I am pleased to offer you this Retention Agreement (the “Agreement”) with Dole Food Company, Inc. (the “Company” and, together with any corporation or entity a majority or more of the outstanding voting stock or voting power of which is directly or indirectly owned by the Company, “Dole”). As you know, Dole is undergoing a key transition. DFC Holdings, LLC, the Company’s parent, entered into a Securities Purchase Agreement with Total Produce USA Holdings Inc. (“Total Produce”) and certain other parties thereto, dated as of February 1, 2018 (the “Purchase Agreement”), pursuant to which Total Produce is acquiring a substantial ownership interest in the Company and the right to acquire additional ownership interests. We consider you to be an integral member of the management team during this transition and beyond. In consideration of your ongoing and future service to the Company, we offer you this Agreement.

The terms and conditions of this Agreement are set forth below.

1. Effective Date. This Agreement is effective upon the closing of Total Produce’s acquisition of the substantial ownership interest contemplated in the Purchase Agreement (“Closing,” as such term is defined in the Purchase Agreement). However, if the Purchase Agreement is terminated prior to the Closing, this Agreement shall terminate and have no further force or effect, without any payment due hereunder.

2. Employment. As of the Effective Date, you shall render services to Dole in the position of President & Chief Executive Office and report to Board of Directors. Your base salary shall be $800,000 USD and your target bonus is 100%. You shall devote substantially all of your business time, energy, attention and skill to the services of Dole and the promotion of its interests. Nothing in this Agreement prevents Dole from terminating your employment at any time, for Cause or otherwise.

3. Benefits and Incentive Plans. You shall be entitled to participate in the benefit plans (including but not limited to, any medical, dental, life insurance, retirement and disability plans) that may be available from time to time to similarly situated senior executives (and their eligible dependents) of Dole. However, from the Effective Date through the third anniversary of the Closing, you will not be eligible to participate in any cash incentive or bonus program (including, but not limited to, any long term incentive plan) of Dole for any performance periods for which the payout is scheduled before the last scheduled Payment Date (as defined below), other than any annual merit bonus that Dole may grant you in its sole discretion. You acknowledge and agree that Dole may, in its discretion, subject to applicable benefit plan terms, terminate at any time or modify from time to time any benefit plan or plans in which you may participate.

4. Retention Bonus. Subject to the terms and conditions set forth herein, you will be eligible to receive a Retention Bonus equal to $4,830,000 USD. This Retention Bonus will be payable in three equal installments, with one-third being paid on the first anniversary of Closing, one-third paid on the second anniversary of Closing, and one-third paid on the third anniversary of Closing (each, a “Payment Date”); provided that you remain employed with Dole through the applicable Payment Date. Except as provided in Paragraph 5 hereof, if you terminate employment with Dole before any Payment Date(s), any and all Retention Bonus amounts otherwise due for any such future Payment Date(s) will be immediately forfeited. The Retention Bonus will not be eligible for deferral or match under any qualified or non-qualified benefit plan including, without limitation, Dole’s 401(k) Plan for Salaried Employees, Excess Savings Plan or Global Retirement Savings Plan.

5. Involuntary Termination of Employment. If, for any reason other than death, Disability (as defined below), or Cause (as defined below), your employment is terminated involuntarily by Dole before a Payment Date, you will be eligible to receive payment of an amount equal to the greater of (i) any unpaid

portion of the Retention Bonus or (ii) the amount of severance payable pursuant to your existing severance agreement, plan, policy or arrangement, as applicable, with Dole or its affiliates as in effect at the time of the execution of the Purchase Agreement. Such payment will be made in a single lump sum within 70 days following your termination of employment, but is contingent on your execution, delivery and non-revocation of a release of claims substantially in the form attached hereto as Exhibit A (and to be provided by Dole upon your termination) and such release of claims becoming irrevocable within 60 days following your termination of employment.

For purposes of this Agreement, “Cause” shall mean occurrence of one or more of the following:

You are convicted of, or plead guilty or nolo contendere to, a felony;

You commit an act of gross misconduct in connection with the performance of your duties that (if remediable) is not remedied in a reasonable period of time after receipt by you of written notice from Dole specifying such occurrence;

You demonstrate habitual negligence in the performance of your duties that (if remediable) is not remedied in a reasonable period of time after receipt by you of written notice from Dole specifying such occurrence; or

You commit an act of fraud, misappropriation of funds or embezzlement in connection with your employment by Dole;

provided, in each case, that Dole’s termination of your employment for Cause must be made pursuant to notice (i) given to you within 120 days after Dole becomes aware of the occurrence, (ii) that identifies the provision above relied on for the termination, and (iii) that sets forth in reasonable detail the facts and circumstances providing a basis for termination of your employment under the provision.

For purposes of this Agreement, “Disability” shall mean your absence from, or inability to perform duties for, Dole on a full-time basis for 90 consecutive business days or 120 business days in any period of 360 days as a result of mental or physical illness or injury, as determined by a physician selected by Dole or Dole’s insurers and acceptable to you or your legal representative (such agreement as to acceptability not to be withheld unreasonably).

6. No Other Rights to Severance During the Term of this Agreement. For the avoidance of doubt, if, for any reason other than death, Disability, or Cause, your employment is terminated involuntarily by Dole at any time following the final Payment Date, any severance to which you may then be entitled shall be determined pursuant to the severance agreement, plan, policy or arrangement, if any, as in effect at the time of such termination of your employment with Dole.

7. Withholding. Notwithstanding anything else herein to the contrary, Dole may withhold from any amounts otherwise due or payable under or pursuant to this Agreement or otherwise such non-U.S., U.S., federal state and local income, employment, or other taxes as Dole may reasonably determine is required to be withheld pursuant to any applicable law or regulation.

8. Code Section 409A. It is intended that this Agreement and the payments and amounts provided hereunder constitute short-term deferrals as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time (“Section 409A”), and all provisions of the Agreement shall be construed and interpreted in a manner consistent with the requirements for satisfying short-term deferral treatment under Section 409A (or otherwise complying with Section 409A if not a short-term deferral). Accordingly, the Agreement shall be administered and interpreted so as to avoid a “plan failure” with the meaning of Section 409A. Any payment to you that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each payment shall be considered to be a separate payment for purposes of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment that is subject to Section 409A and would

otherwise be paid upon, and within six months after, your separation from service will instead be accrued without interest and, to the extent required by Section 409A(a)(2)(B)(i), be paid (i) in the seventh month following your separation from service, or (ii) if earlier, within 30 calendar days after (or as soon as otherwise practicable following) the date of your death.

If the period during which you have discretion to execute or revoke a release straddles two calendar years, Dole will make the payments that are conditioned upon the release no earlier than January 1st of the second of such calendar years, regardless of which taxable year you deliver the executed release.

Notwithstanding anything to the contrary, Dole will indemnify you for any additional taxes (including, without limitation, penalties and interest) incurred by you that (A) apply to Retention Bonus payments made to you pursuant to this Agreement which arise pursuant to Section 409A, or (B) apply to the Retention Bonus amounts as the result of a “plan failure” within the meaning of Section 409A, or (C) because of a Section 409A failure with respect to the Retention Bonus amounts, apply pursuant to Section 409A on other amounts paid or due to you. Such indemnified amount will be (i) sufficient so that you retain, after all applicable taxes, penalties and interest, an amount equal to what you would have retained in the absence of any failure under Section 409A, and (ii) paid to you no later than the last day of the calendar year following the calendar year in which such taxes are paid. For the avoidance of doubt, the indemnified amount shall not include taxes that would otherwise apply absent a Section 409A failure.

9. Binding Agreement. This Agreement will be binding upon and inure to the benefit of you and Dole and will be enforceable by your personal or legal representatives or successors. If you die while any amounts would still be payable to you under this Agreement, then such amounts will be paid to your estate, or such rights will remain exercisable by your estate, respectively, in accordance with the terms of this Agreement. This Agreement will not otherwise be assignable by you.

This Agreement will inure to and be binding upon Dole’s successors, including, without limitation, any successor to all or substantially all of Dole’s business and/or assets. Dole will require any such successor to all or substantially all of the business and/or assets of Dole by sale, transfer, merger (where Dole is not the surviving corporation), consolidation, recapitalization, reorganization, lease, distribution, spin-off or otherwise, to expressly assume in writing this Agreement, unless it is assumed by operation of law. This Agreement will not otherwise be assignable by Dole.

10. Application of Section 4999. If any amount payable to you under this Agreement would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your payments hereunder shall be reduced to the greatest amount that would not be subject to the Excise Tax if, after taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, you would retain a greater amount on an after-tax basis following such reduction.

11. Arbitration of Disputes. You and Dole mutually consent to the resolution by arbitration, under the applicable rules of JAMS (which are available at jamsadr.com, or from Dole upon your request), of all claims (common law or statutory) arising out of or relating to this Agreement and, to the extent permitted by law, arising out of your employment or the termination of your employment, that Dole might have against you, or that you might have against Dole, its affiliated companies, the directors, employees or agents of Dole or any of its affiliated companies, and all successors and assigns of any of them. You and Dole waive the right to have a court or jury trial on any arbitrable claim. The Federal Arbitration Act (“FAA”) shall govern this Paragraph 11 of the Agreement, or if for any reason the FAA does not apply, the arbitration law of California. Notwithstanding any provision of the JAMS Rules, arbitration shall occur on an individual basis only. You waive the right to initiate, participate in, or recover through, any class or collective action. Nothing in this Agreement prevents you from filing or recovering pursuant to a complaint, charge, or other communication with any federal, state or local governmental or law enforcement agency. Nothing in this Paragraph 11 will affect your or our ability to seek from a court provisional injunctive or equitable relief to the extent permitted by law.

Except as may be necessary to enter or execute judgment upon an arbitration award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limitation, the existence of a controversy, the fact that there is an arbitration proceeding and the content of the pleadings, papers, orders, hearings, trials or awards in the arbitration) will be treated in a confidential manner by the arbitrator, the parties and their counsel, each of their agents and employees and all others acting on behalf of or in concert with them. Any controversy relating to the arbitration, including, without limitation, any action to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award, will be filed under seal with the court, to the extent permitted by law.

12. Confidentiality. You agree and promise that you will hold the existence and the contents of this Agreement in strict confidence and not disclose in any manner or otherwise give to others any information concerning this Agreement, except that you may disclose this Agreement and the Retention Bonus to your spouse, immediate family member, accountant, tax advisor, or lawyer or as required by law, but only if you inform such individuals of the obligations of confidentiality herein and you agree to be responsible for any breach of such obligations by such individuals. Nothing in this Paragraph 12 shall prevent you from disclosing the amount of your wages as permitted under California Labor Code §232. Notwithstanding any other provision in this Agreement, you understand and agree that in the event you disclose or threaten to disclose any such information except as stated herein, you will not receive any unpaid portion of the Retention Bonus.

13. Restraint on Alienation. None of your benefits, payments, proceeds or claims under this Agreement will be subject to any claim of any creditor and, in particular, the same will not be subject to attachment or garnishment or other legal process by any creditor, nor will you have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments of proceeds that you may expect to receive, contingently or otherwise, under this Agreement. Notwithstanding the preceding sentence, payments may be subject to a garnishment or wage assignment or authorized or mandatory deductions made pursuant to a court order, a tax levy or applicable law or your elections.

14. Strict Compliance; Severability. Your or Dole’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right you or Dole may have hereunder, including, without limitation, Dole’s right to terminate your employment for Cause, will not be deemed to be a waiver of such provision or right with respect to any subsequent lack of compliance, or of any other provision of or right under this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

15. Entire Agreement; Waiver of Change of Control Agreement. This Agreement contains the entire agreement between you and Dole with respect to the subject matter hereof. You hereby irrevocably waive all rights under the Change of Control Agreement between you and Dole, dated December 17, 2010, as amended. You hereby acknowledge and agree that the consummation of the transactions contemplated by the Purchase Agreement (including any subsequent acquisition by Total Produce of up to 51% or 100% of DFC Holdings, LLC) and any changes in your title, authority, duties, responsibilities or status, or any relocation of the Company’s headquarters, in each case, that results from such consummation will not be deemed to give rise to an involuntary termination of employment for purposes of any agreement, plan, policy or program that provides for severance payments and benefits to which you may otherwise be entitled. You and Dole acknowledge and agree that no representations, inducements, promises or agreements, orally or otherwise, have been made by you or Dole regarding the subject matter hereof that are not contained in this Agreement, and that no other agreement, statement or promise not contained herein shall be valid or binding with respect to the subject matter hereof.

16. Choice of Law. Except as provided in Paragraph 11 with respect to arbitration, this Agreement is made in, and will be governed by, the laws of the State of California, without regard to the choice of laws or conflict of laws principles or rules of the State of California or of any other jurisdiction.

17. Modification or Termination of this Agreement; Survivability. This Agreement may be modified or terminated only by a writing signed by both you and Dole. Unless this Agreement is terminated as provided herein, this Agreement, including, without limitation, Paragraph 11, will survive indefinitely including after payment of the Retention Bonus.

18. Notices. All notices and other communications under this Agreement must be in writing and must be given by hand delivery to the other party, by reputable overnight courier or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to you:

At the Address provided underneath your signature below

If to Dole:

Dole Food Company, Inc.

One Dole Drive

Westlake Village, California 91362-7300

Attention: President

or to such other address as either party will have furnished to the other in writing in accordance herewith. Notice and communications will be effective when actually received by the addressee.

19. Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts. All of such counterparts shall constitute one and the same Agreement and shall become effective when a copy signed by each party has been delivered to the other party. Facsimile and .pdf signatures shall be as effective as if originals.

We look forward to your acceptance of this Agreement, which you can indicate by promptly signing, dating and returning a copy of this Agreement to me.


Very truly yours,

Dole Food Company, Inc.

By:		/s/ Jared Gale
Jared Gale
Vice President, General Counsel and Corporate Secretary

By:		/s/ Charlene Mims
Charlene Mims
Senior Vice President, Human Resources

Agreed and accepted:


/s/ Johan Linden__________________ Johan Linden		June 14, 2018__________________________ Date

ADDRESS:

13 Williamsburg Way

91361 Thousand Oaks

_____________________________

Exhibit A

Form of General Release Agreement

GENERAL RELEASE AND NON-SOLICITATION AGREEMENT

THIS GENERAL RELEASE AND NON-SOLICITATION AGREEMENT (this “Agreement”), by and between Johan Linden (the “Employee”) and Dole Food Company, Inc. (“Employer”), and Employer’s parent, subsidiary and affiliate corporations, is a general release of claims executed by the Employee as a condition to receipt of the benefits described in paragraph five (5) of the Employee’s Retention Agreement attached hereto (the “Retention Agreement”). Employer and its parent, subsidiary and affiliate corporations are collectively defined and referenced herein as the “Company” throughout this Agreement.

Employee understands that Employee’s employment with Employer terminated effective date. In addition, Employee acknowledges that Employee was paid a lump-sum payment for all unpaid base salary accrued through the termination date and accrued and unused vacation time as of the termination date. Vacation time stopped accruing as of the termination date. Employee was paid all such amounts and does not need to repay such amounts whether or not Employee chooses to execute and return this Agreement.

Employee further understands that, by signing this Agreement and by satisfying the other conditions provided in the Retention Agreement, Employee shall be entitled to the severance benefit provided under paragraph five (5) of the Retention Agreement, less federal and state wage withholdings. On or prior to Employee’s termination date, Employee acknowledges and represents that Employee returned to Employer all property of the Company, including computer and other electronic equipment, computer passwords, telephones, pagers, etc., in Employee’s possession or control.

Employee understands and agrees that, by signing this Agreement, Employee acknowledges full and complete satisfaction of and is releasing and discharging and promising not to sue the Company (as broadly defined above), past and present, as well as the Company’s directors, officers, shareholders, representatives, assignees, successors, agents and employees, past and present, and each of them, (individually and collectively, “Releasees”) from and with respect to any and all claims, wages, demands, rights, liens, agreements, suits, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of any kind, known or unknown, suspected or unsuspected, and whether or not concealed or hidden, arising out of or in any way connected with Employee’s employment relationship with, or the termination of Employee’s employment with, Employer, including but in no way limited to any act or omission committed or omitted prior to the date of execution of this Agreement. This includes but is in no way limited to any claim under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Fair Employment & Housing Act or any other federal, state or local law, regulation, constitution or ordinance. The foregoing release does not extend to any vested benefits under the terms of any “employee benefit plan,” as defined in Section 3(3) of ERISA, and to any obligation of Employer to pay the Employee any vested deferred compensation. Notwithstanding the foregoing covenant not to sue, Employee may bring a claim against Employer to enforce this Agreement or to

___________(initial)

challenge the validity of this Agreement under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”). The parties intend that this release and waiver of claims be construed as broadly as legally possible. This release and waiver of claims does not include any claims that cannot be lawfully waived.

Employee covenants and affirms that Employee has not caused or permitted to be filed any claim, charge, suit, complaint, action, cause of action, or proceeding of any kind in any forum against any of the Releasees. Employee further covenants and affirms that Employee has not made any assignment and will make no assignment of any claims, demands or causes of action released herein and will not file, refile, initiate, or cause to be filed, refiled or initiated any claim, charge, suit, complaint, action or cause of action based upon, arising out of, or relating to any claim, demand, or cause of action released herein.

Employee understands and expressly agrees that this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, vested or contingent, past, present or future, arising from or attributable to any alleged act or omission of the Company or any of its agents, employees or representatives in connection with Employee’s hiring, employment, termination of employment by Employer or post-employment treatment occurring prior to the execution of this Agreement, and that any and all rights granted to Employee under Section 1542 of the California Civil Code or any analogous law or regulation affecting any other jurisdiction are expressly waived. Said Section 1542 of the California Civil Code reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Employee acknowledges that during Employee’s employment with Employer, Employee had access to confidential and proprietary business information, including, but not limited to, information or plans regarding the Company’s customer relationships; personnel, or sales, marketing and financial operations and methods; trade secrets; formulas; devices; secret inventions; processes; and other compilations of information, records and specifications; and privileged information pertaining to the Company’s strategies and defenses in pending litigation, that is the property of the Company, the disclosure or utilization of which would cause substantive and irreparable harm, loss of goodwill and injury to the Company. Employee acknowledges that Employee has returned to Employer all such confidential and proprietary business information in Employee’s possession, custody or control, as well as all files, memoranda, records, documents, computer records, copies of the foregoing, and other information related to the Company in Employee’s possession, custody or control. Employee further agrees not to disclose or utilize any such confidential or proprietary business information in the future. Pursuant to 18 U.S.C. § 1833(b), Employee understands that Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (x) in confidence to a Federal, State, or local

___________(initial)

government official, either directly or indirectly, or to Executive’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Employee understands that if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement or arrangement that Employee has with the Company shall prohibit or restrict Employee from making any voluntary disclosure of information or documents to any governmental agency or legislative body, any self-regulatory organization, the Legal Department of the Company, and/or pursuant to the Dodd-Frank Act or Sarbanes-Oxley Act without prior notice to the Company.

Employee agrees to continue to abide by the terms of the restrictive covenants set forth in the Change of Control Agreement between Employee and the Company, dated December 17, 2010, as amended, including, without limitation, Employee’s obligations regarding non-disclosure of confidential information, non-solicitation, and non-disparagement as set forth therein. The terms of such restrictive covenants are incorporated by reference herein.

Employee agrees that by signing this Agreement Employee waives any claim for damages incurred at any time after the date of this Agreement because of alleged continuing effects of any alleged wrongful or discriminatory acts or omissions involving any Releasee, which occurred on or before the date Employee executed this Agreement and any right to sue for injunctive relief against the alleged acts or omissions occurring prior to the date Employee executed this Agreement.

Employee understands and agrees that, by signing this Agreement, Employee is waiving any and all rights or claims that Employee may have arising under the ADEA, which have arisen on or before the date Employee executed this Agreement. Employee further understands and agrees that (i) in return for this Agreement, Employee will receive compensation beyond that which Employee was already entitled to receive before entering into this Agreement, (ii) Employee was provided a copy of this Agreement on date, and informed that Employee had [twenty-one (21)]¹ [forty-five (45)]²days from the date Employee was provided this Agreement (the “Consideration Period”) to consider, sign and return this Agreement, and (iii) Employee has seven (7) days following the date of signing of this Agreement in which to revoke this Agreement by delivering a written, signed revocation to General Counsel, One Dole Drive, Westlake Village, CA 91362.

9.	Employee acknowledges that Employee has the right to waive the Consideration Period by executing this Agreement prior to the expiration of the Consideration Period, and that any such waiver prior to the expiration of the Consideration Period is free and voluntary.

¹	For individual termination of employment

²	For group termination of employment

___________(initial)

10.

The parties understand and agree that if any provision of this Agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remainder of this Agreement, but shall be confined in its operation to the provision of this Agreement directly involved in the controversy in which such judgment shall have been rendered.

11.

The parties agree that any controversy or claim arising out of or related to this Agreement or Employee’s employment or separation from employment with Employer shall be settled by arbitration in Los Angeles, California, before an experienced employment arbitrator, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. The arbitration decision shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

12.

Employee represents and agrees that Employee fully understands Employee’s right to discuss all aspects of this Agreement with an attorney of Employee’s choosing; that Employee has been given the opportunity to avail Employee of this right; that Employee has carefully read and fully understands all of the provisions of this Agreement; and that Employee is voluntarily entering into this Agreement.

13.

The parties understand that this Agreement represents the entire agreement and understanding between the parties and supersedes any prior agreement, understanding or negotiations respecting such subject. No change to or modification of this Agreement shall be valid or binding unless it is in writing and signed by Employee and a duly authorized officer of Employer.

14.	This Agreement shall be governed and construed under the applicable laws of the State of California.

15.	This Agreement may be signed in counterparts by original, pdf (or similar format for scanned copies of documents) or facsimile signature, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

___________(initial)

Employee is advised by the Company to consult with an attorney, and Employee affirms that Employee has read and understands this Agreement and has voluntarily signed it. Employee declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ____ day of _____________, 2018, at _____________________, ________.

City State

________________________

Johan Linden

ACKNOWLEDGED this ____ day of _____________, 2018, at ___________________, ________.

City State

_____________________________________________________

Signature of Dole Food Company, Inc. HR Representative

_____________________________________________________

Signature of Dole Food Company, Inc. Officer

___________(initial)

ENDORSEMENT

I, Johan Linden, hereby acknowledge that I was given no fewer than [21]³[45]⁴ days to consider the foregoing Agreement and voluntarily chose to sign this Agreement prior to the expiration of the [21]⁵[45]⁶-day period.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ____ day of __________________, 2018, at _____________________, ______.

City State

___________________________________

Johan Linden

³	For individual termination of employment.

⁴	For group termination of employment.

⁵	For individual termination of employment.

⁶	For group termination of employment.

___________(initial)

Exhibit 10.12

Dole plc Executive Severance Plan

Effective July [•], 2021

This Dole plc Executive Severance Plan (the “Plan”) is an employee welfare benefit plan, within the meaning of Section 3(1) of ERISA, which is designed to provide payments upon certain terminations of employment to certain executives of Dole plc and its Participating Employers.

This Plan is effective for covered terminations of employment occurring on or after July [•], 2021. If there is any inconsistency between the Plan document and any other document or communication reflecting the terms of the Plan or the benefits provided thereunder, this Plan document shall govern.

ARTICLE I

TITLES AND DEFINITIONS

1.1

Title.

This Plan shall be known as the “Dole plc Executive Severance Plan.”

1.2

Definitions.`

Whenever the following terms are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

“Administrator” shall mean the Compensation Committee of the Board of Directors.

“Base Compensation” shall mean an Eligible Employee’s annualized gross base salary in effect as of his or her Severance Date excluding any overtime, bonuses or other supplemental compensation but including any Dole plc directors fees if applicable.

“Board of Directors” shall mean the Board of Directors of the Company.

“Cause” shall have the meaning ascribed to it in the Omnibus Plan.

“Change in Control” shall have the meaning ascribed to it in the Omnibus Plan.

“Change in Control Protection Period” shall mean the twenty-four (24) month period commencing on the date a Change in Control occurs.

“Change in Control Severance Benefit” shall mean the benefit payable pursuant to Section 4.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Code Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.

“Company” shall mean Dole plc, or any predecessor or successor corporation resulting from merger, consolidation, or transfer of assets substantially as a whole, to the extent the Plan is assumed by or assigned to such successor.

“Comparable Position” shall mean, for any Eligible Employee, any position which satisfies the following criteria:

(a)

The wages are, in the aggregate, greater than 80% of the Base Compensation enjoyed by the Eligible Employee at the time the position is offered, even if other compensation and/or benefits are materially reduced or eliminated;

(b)

The position is at a location which is less than 50 miles farther from the Eligible Employee’s residence than his or her former place of work; and

(c)

The position is offered to the Eligible Employee no later than his or her Severance Date.

“Compensation Committee” shall mean the Compensation Committee of the Board of Directors, or its successor.

“Compensation Committee Charter” shall mean the Charter of the Compensation Committee or any successor governing document(s) or resolution(s).

“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Covered Change in Control Termination” shall mean the termination of an Eligible Employee’s employment with the Eligible Employee’s Participating Employer during the Change in Control Protection Period (a) by the Participating Employer other than for Cause or (b) by the Eligible Employee for Good Reason.

“Effective Date” shall mean July [•], 2021.

“Eligible Employee” shall mean an individual who is listed in Appendix A, as it may be amended from time to time. Except as otherwise provided in a written agreement between the Eligible Employee and the Company, in order to qualify for a Plan Benefit, an Eligible Employee must satisfy the eligibility requirements set forth in Section 2.1.

“Employer” shall mean the Company and any entity during any period in which it is part of a “controlled group” with the Company or under “common control” with the Company, determined in accordance with Code Sections 414(b) and (c).

“Employment Commencement Date” shall mean the date on which an Eligible Employee first performs or performed an hour of service for the Company or any Participating Employer (or any subsidiary thereof).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Good Reason” shall mean any of the following, but only if occurring without the Eligible Employee’s consent: (1) a material diminution in the Eligible Employee’s Base Compensation, (2) a material diminution in the Eligible Employee’s authority, duties, or responsibilities, (3) a change of greater than fifty (50) miles in the location at which the Eligible Employee must perform services for the Participating Employer, or (4) the failure of the Company or the Participating Employer to comply with any material provision of a material agreement between the Eligible Employee and the Company or the Participating Employer for which the Eligible Employee provides services; provided, however, that in each case, the Eligible Employee must provide notice in writing to the Participating Employer of the existence of a condition described in (1) through (4) above no later than ninety (90) days following the initial existence of the condition, and the Company or Participating Employer, as applicable, shall have thirty (30) days following the receipt of such notice during which it may remedy the condition before the Eligible Employee may separate from service for “Good Reason”; provided, further, that the Eligible Employee must ultimately terminate his or her services no later than twelve (12) months following the initial existence of the condition described in (1) through (4) above.

“Omnibus Plan” shall mean the Dole plc 2021 Omnibus Incentive Compensation Plan and any successor plan, in each case, as may be amended from time to time.

“Participating Employer” shall mean the Company and any participating subsidiary, division, or other affiliated entity of the Company listed in Appendix B, as it may be amended from time to time.

“Plan” shall mean this Executive Severance Plan as set forth herein, now in effect or hereafter amended.

“Plan Benefit” shall mean the Change in Control Severance Benefit or Severance Pay Benefit.

“Service” shall mean a period of continuous, salaried employment beginning with an Eligible Employee’s most recent Employment Commencement Date and ending with his or her applicable Severance Date. Notwithstanding the foregoing, Service shall not include (i) periods during which an Eligible Employee was not classified on the payroll records of his or her Participating Employer as a salaried employee or otherwise would be excluded from the definition of Eligible Employee or (ii) service with an entity during any period in which it is not a Participating Employer.

“Severance Date” shall mean the date that the Eligible Employee has a severance from employment as defined in Code Section 401(k)(2)(B)(i)(I) and Treas. Reg. Section 1.401(k)-1(d)(2).

“Severance Pay Benefit” shall mean the benefit payable pursuant to Section 3.1.

“Weekly Base Compensation” shall mean the Eligible Employee’s Base Compensation divided by 52.

“Year of Service” shall mean a continuous, full year of Service as an Eligible Employee.

ARTICLE II

ELIGIBILITY

2.1

Eligibility Requirements.

(a)

An Eligible Employee shall be eligible for a Severance Pay Benefit if (i) the Administrator, pursuant to its powers and duties under Section 5.1, determines that the Eligible Employee has experienced an involuntary termination of employment from a Participating Employer that constitutes a severance from employment as defined in Code Section 401(k)(2)(B)(i)(I) and Treas. Reg. Section 1.401(k)-1(d)(2) (meaning, among other conditions, that there be no prearrangement, expectation or anticipation of rehire or other use of the individual to perform services for any Employer at any time after the termination) as a direct result of a workforce reduction, elimination of operations, or job elimination, (ii) the Administrator provides such Eligible Employee with a written determination that the Eligible Employee is entitled to a Severance Pay Benefit, and (iii) the Eligible Employee is not eligible to receive a Change in Control Severance Benefit or severance benefits under any other severance plan arrangement that may be in effect at the time of the termination of employment.

(b)

An Eligible Employee shall be eligible for a Change in Control Severance Benefit if the Administrator, pursuant to its powers and duties under Section 5.1, determines that the Eligible Employee has experienced a Covered Change in Control Termination.

(c)

Notwithstanding the foregoing, an Eligible Employee shall not be entitled to any Severance Pay Benefit if the Eligible Employee:

(i)

continues to be employed for any period of time after the scheduled date of his or her involuntary termination, or

(ii)

is offered, but does not accept, a Comparable Position,

in each case, with an Employer or with any entity that acquires part or all of the assets or operations of a Participating Employer or of any of its subsidiaries or affiliated companies, whether by merger, stock or asset transfer, or other means.

(d)

Notwithstanding the foregoing, an Eligible Employee shall be entitled to a Plan Benefit only if both of the following requirements are satisfied no later than the date that is sixty (60) days after his or her Severance Date:

(i)

the employee executes and delivers a valid release, in the form attached hereto as Appendix C, as may be reasonably updated from time to time by the Company and which shall release all claims against the Company, any Employer, or any employees, directors, or agents of the Company or any Employer; and

(ii)

the release becomes effective and irrevocable in accordance with its terms (such date the release becomes effective and irrevocable, the “Release Effective Date”).

(e)

Notwithstanding the foregoing, an Eligible Employee shall not be entitled to a Severance Pay Benefit if his or her employment with the Participating Employer is terminated other than as set forth in subsection (a) above, including but not limited to retirement, disability, discharge by the Participating Employer with or without cause for reasons other than described in Section 2.1(a), a Covered Change in Control Termination, or death. If an Eligible Employee experiences a severance from employment that qualifies him or her for a Severance Pay Benefit under Section 2.1(a) and subsequently dies, subject to execution and delivery of the valid release in accordance with subsection (d) above (by the Eligible Employee or an authorized representative of his or her estate), his or her Severance Pay Benefit shall be paid to his or her estate in a single lump sum as soon as administratively practicable.

ARTICLE III

SEVERANCE PAY BENEFITS PAYABLE UNDER THE PLAN

3.1

Severance Pay Benefits Payable Under The Plan.

Severance Pay Benefits shall be payable to an Eligible Employee who satisfies the requirements of Article II as follows:

(a)

The Severance Pay Benefit payable to an Eligible Employee shall be determined based on the Eligible Employee’s Service. Except as otherwise provided below, the Severance Pay Benefit shall equal an amount of Weekly Base Compensation determined as the sum of (i) and (ii) as follows:

(i)

2 weeks for each Year of Service; plus

(ii)

Additional weeks as follows:


Years of Service		Severance Pay Benefit
Less than 1		0 weeks

At least 1 but less than 5		2 weeks

At least 5 but less than 15		4 weeks

At least 15		6 weeks

(b)

One week of Severance Pay Benefit shall equal a benefit of five days of pay.

(i)

For purposes of computing the portion of an Eligible Employee’s Severance Pay Benefit described in Section 3.1(a)(i), incomplete Years of Service shall be pro-rated at .833 days per full month of service completed during such Year of Service. If an Eligible Employee’s Service includes an incomplete month of Service, he or she will be given credit for a full month if such incomplete month includes more than fifteen days; otherwise, no credit shall be given for incomplete or partial months. For purposes of computing the portion of an Eligible Employee’s Severance Pay Benefit described in Section 3.1(a)(ii), there shall be no partial year credit, pro-ration or rounding.

(ii)

Example: An individual is hired as an Eligible Employee on April 12, 2011 and works continuously as an Eligible Employee until experiencing a job elimination on August 17, 2021. This individual would be entitled to a Severance Pay Benefit equal to 123.332 days of pay determined as follows:

(i)

100 days under Section 3.1(a)(i) for ten complete Years of Service from April 12, 2011 through April 11, 2021;

(ii)

3.332 days under Section 3.1(a)(i) and 3.1(b)(i) for four complete months of Service from April 12, 2021 through August 11, 2021;

(iii)

0 days under Section 3.1(a)(i) and 3.1(b)(i) for six days of Service from August 12, 2021 through August 17, 2021; and

(iii)

20 days under 3.1(a)(ii) for having at least 5 but less than 15 Years of Service.

(c)

An Eligible Employee who satisfies the requirements of Section 2.1(a) above shall receive at least two weeks’ advance notice of termination or such period of advance notice as may be required by applicable law. In the event an Eligible Employee receives less than two weeks’ advance notice of termination, the Eligible Employee shall receive an additional Severance Pay Benefit equal to the difference of: (i) two weeks of his or her Weekly Base Compensation; minus (ii) the amount of any Weekly Base Compensation paid for services rendered during the two week period starting immediately after the notice date.

(d)

Severance Pay Benefits payable under this Plan to an Eligible Employee shall be reduced (but not below $0) by the amount payable to the Eligible Employee under any United States or foreign (whether federal, state, or local) statute, law, or regulation which requires (i) a formal notice period, (ii) pay in lieu of notice (such as back pay paid pursuant to the Worker Adjustment and Retraining Notification Act, or any similar state or local law), (iii) termination indemnity, or (iv) severance payments or similar payments. Notwithstanding anything to the contrary in the preceding sentence, there shall be no reduction for pay in lieu of notice pursuant to subsection (c), above, for unemployment benefits provided in the United States, or for wages or accrued and unused vacation time due for periods prior to termination of employment.

(e)

In no event shall the total Severance Pay Benefit payable to any Eligible Employee exceed an amount equal to twice the Eligible Employee’s total compensation (including wages, salary, and any other benefit of monetary value, whether paid in the form of cash or otherwise) (i) which was paid as consideration for the Eligible Employee’s services during the twelve-month period immediately preceding his or her termination of service, or (ii) which would have been paid at the Eligible Employee’s usual rate of compensation if the Eligible Employee had worked a full year.

3.2

Payment of Severance Pay Benefits.

(a)

An Eligible Employee’s Severance Pay Benefit shall be paid in the form of salary continuation payments (and/or in some cases a lump sum payment, to the extent provided below). Subject to Section 7.5, salary continuation payments shall start after the later of:

(i)

his or her termination of employment; or

(ii)

the date on which he or she can no longer revoke the release executed under Section 2.1(d).

(b)

Salary continuation payments shall be paid in accordance with the regular payroll practices in increments (i.e., on a bi-weekly, or four week basis) that conform to local practices for similarly situated active employees. The total amount payable as salary continuation of Severance Pay Benefits under this Plan may not exceed the lesser of (i) the amount payable as salary continuation through the date which is six months from the Eligible Employee’s Severance Date; or (ii) the amount set forth in Treasury Regulations section 1.409A-1(b)(9)(iii)(A) or any successor thereto.

(c)

The excess (if any) of the Eligible Employee’s total Severance Pay Benefit over the amount payable as salary continuation under subsection (b) shall be paid in a single lump sum payment on a date that is no later than two and a half months after the Eligible Employee’s Severance Date, subject to Section 7.5.

(d)

Salary continuation payments described in subsection (b) shall cease, and any remaining Severance Pay Benefit amounts otherwise payable through salary continuation shall be paid in a single, lump sum on the date the Administrator decides, in its sole discretion, to pay the remaining Severance Pay Benefit as a single, lump sum, subject to Section 7.5.

(e)

Interest shall not be payable on any Severance Pay Benefit payment.

3.3

Termination and Forfeiture of Severance Pay Benefits.

(a)

Upon Re-employment. The payment of Severance Pay Benefits to an Eligible Employee will terminate and any remaining benefits will be forfeited, before he or she receives the full Severance Pay Benefit to which he or she is entitled under the Plan, in the event that the Eligible Employee is subsequently re-employed by the Company, an Employer, or any entity (including any entity that, as determined in accordance with Code Sections 414(b) and (c), is part of a “controlled group” or under “common control” with any entity) that has acquired on or before the date of new employment part or all of the assets or operations of the Company or an Employer, whether by merger, stock or asset transfer, or other means. If an Eligible Employee subject to this Section 3.3 again becomes eligible for a Severance Pay Benefit, his or her Severance Pay Benefit will be equal to the amount payable pursuant to Section 3.1, based only on the Eligible Employee’s Service following his or her most recent Employment Commencement Date.

(b)

Upon Violation of this Plan and Terms of Release. The payment of Severance Pay Benefits to an Eligible Employee will terminate and any remaining benefits will be forfeited in the event that the Eligible Employee violates, or fails to abide by, the terms of this Plan or the terms of the release required as a condition of receiving Severance Pay Benefits.

ARTICLE IV

CHANGE IN CONTROL SEVERANCE BENEFITS PAYABLE UNDER THE PLAN

4.1

Change in Control Severance Benefits Payable Under The Plan.

If an Eligible Employee experiences a Covered Change in Control Termination and satisfies the requirements of Article II, as applicable, the Eligible Employee will receive the following severance benefits from the Company, subject, in each case, to the terms of the Plan (including, without limitation, Section 7.5):

(a)

The Company shall pay the Eligible Employee a payment equal to two times the sum of (i) the Eligible Employee’s Base Compensation plus (ii) the Eligible Employee’s target annual Bonus (as defined below), which shall be paid in a lump sum on the date following the Release Effective Date.

(b)

The Company shall pay the Eligible Employee an amount equal to such Eligible Employee’s annual bonus for the annual bonus period that is ongoing at the time of the Covered Change in Control Termination (the “Bonus”) based on the actual level of performance (which shall be determined without giving effect to any reduction in target Bonus made without the Eligible Employee’s written consent following the Change in Control), and which shall be prorated to reflect the portion of such annual bonus period served by the Eligible Employee through the Severance Date, with such payment to be paid at the same time such bonuses are paid to active participants in the Company’s annual cash bonus program for such year.

(c)

Subject to Section 4.1(c)(i)-(ii) below, the Company shall arrange for the Eligible Employee to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Eligible Employee (including any required contributions) immediately prior to the Covered Change in Control Termination, in the Company’s group health plans until the earlier of (i) 24 months following the Severance Date, (ii) the date the Eligible Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment, or (iii) if the Eligible Employee is eligible for COBRA continuation coverage on the Severance Date (a “COBRA Eligible Employee”), the date the Eligible Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Severance Date through the earlier of (i)-(iii), the “Benefits Period”). The Eligible Employee agrees to promptly notify the Company if and when he or she becomes eligible to participate in any health insurance coverage referenced in clause (ii) of this Section 4.1(c).

(i)

Notwithstanding the foregoing, a COBRA Eligible Employee may only receive the benefits under Section 4.1(c) if they timely elect continued coverage under COBRA for themselves and their covered dependents. If at any time the Company determines that its payment of COBRA premiums on a COBRA Eligible Employee’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the COBRA Eligible Employee on the last day of each remaining month of the Benefits Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the Benefits Period. Nothing in this Plan shall deprive an Eligible Employee of their rights under COBRA or ERISA for benefits under plans and policies arising under their employment by the Company.

(ii)

If it is not reasonably practicable for the Company to arrange for the Eligible Employee’s continued participation in the Company’s group health plans in accordance with Section 4.1(c) and Section 4.1(c)(i), the Company shall instead provide cash in lieu of such benefits; in an amount sufficient to place the Eligible Employee in a reasonably similar economic position, after all applicable taxes, as if the benefit had been continued, payable on a monthly basis for the remainder of the Benefits Period.

(d)

Change in Control Severance Benefits payable under this Plan to an Eligible Employee shall be reduced (but not below $0) by the amount payable to the Eligible Employee under (i) any other severance or termination plan, program, agreement or arrangement maintained by the Company or an affiliated entity that is applicable to the Eligible Employee; provided that no Eligible Employee shall be eligible for any payments or benefits under the Dole Severance Pay Plan for Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries and (ii) any United States or foreign (whether federal, state, or local) statute, law, or regulation which requires (A) a formal notice period, (B) pay in lieu of notice (such as back pay paid pursuant to the Worker Adjustment and

Retraining Notification Act, or any similar state or local law), (C) termination indemnity, or (D) severance payments or similar payments. Notwithstanding anything to the contrary in the preceding sentence, there shall be no reduction for unemployment benefits provided in the United States or for wages or accrued and unused vacation time due for periods prior to termination of employment.

(e)

Interest shall not be payable on any Change in Control Severance Benefit payment.

4.2

Termination and Forfeiture of Change in Control Severance Benefits.

(a)

Upon Violation of this Plan and Terms of Release. The payment of Change in Control Severance Benefits to an Eligible Employee will terminate and any remaining benefits will be forfeited in the event that the Eligible Employee violates, or fails to abide by, the terms of this Plan or the terms of the release required as a condition of receiving Change in Control Severance Benefits.

ARTICLE V

PLAN ADMINISTRATION

5.1

Powers and Duties of the Administrator.

The Administrator shall be the Plan Administrator, as defined in Section 3(16)(A) of ERISA, and shall be the named fiduciary of the Plan to the extent required by ERISA. The Administrator shall enforce the Plan in accordance with its terms, and shall be charged with the general administration of the Plan. In accordance with Section 5.4, the Administrator shall have all powers and duties necessary to accomplish its purposes, including but not limited to those enumerated in the Compensation Committee Charter.

5.2

Transmittal of Information.

In order to enable the Administrator to perform its functions under the Plan, each Employer shall supply full and timely information to the Administrator on all matters relating to the Weekly Base Compensation of Eligible Employees, their employment, retirement, death, or the cause for termination of employment, or the occurrence of a Change in Control and such other pertinent facts as may be required.

5.3

Compensation, Expenses, Indemnity and Liability.

(a)

The Administrator and its delegates shall serve without compensation for their services hereunder.

(b)

The Administrator is authorized at the expense of the Company to employ such legal counsel, and make use of clerical or other personnel, as it may deem advisable to assist in the performance of its duties hereunder.

(c)

The Company shall indemnify and save harmless the Administrator and others to the extent provided in the Compensation Committee Charter.

5.4

Manner of Administering.

The Administrator shall have the full discretion and the exclusive right to construe and interpret the terms and provisions of the Plan and to carry out its other powers and duties, and to determine any and all questions arising under the plans or in connection with the administration thereof, including, without limitation, the right to remedy or resolve possible ambiguities, inconsistencies, or omissions, by general rule or particular decision. Benefits shall be paid to an Eligible Employee only if the Administrator determines, in its sole discretion, that such Eligible Employee is entitled to a benefit. The actions, interpretations or constructions of the Administrator shall be final, binding, and conclusive on all parties, including but not limited to the Company and any Eligible Employees, and shall be given the maximum possible deference allowed by law.

5.5

Compensation Committee Charter

Additional administrative provisions appear in the Compensation Committee Charter which is incorporated herein by reference. In the event of a conflict between the terms of the Plan and the terms of the Compensation Committee Charter, the terms of the Plan shall prevail.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1

Amendments and Termination.

The Board of Directors shall have the non-exclusive power, on behalf of the Company, to approve, adopt, amend, modify and terminate the Plan at any time.

The Compensation Committee shall have the non-exclusive power, on behalf of the Company, to approve, adopt, amend, modify and terminate the Plan to the extent provided in the Compensation Committee Charter.

6.2

Discontinuance or Termination of Plan.

Any amendment shall be in writing and effective in the manner and at the time therein set forth, and the Company, Employers and all Eligible Employees and others shall be bound thereby.

It is the expectation of the Company that the Plan will be continued indefinitely, but continuance of the Plan is not assumed as a contractual obligation of the Company or any Employer. Accordingly, the Plan may be terminated at any time, for any reason, and without advance notice to Eligible Employees or others. In the event that the Plan is terminated, no Eligible Employee shall have any claim against any of the assets of any Employer. The power to terminate the Plan rests with the Board of Directors and the Compensation Committee as set forth in Section 6.1.

Notwithstanding the foregoing or anything to the contrary in Section 6.1 or otherwise in the Plan, other than with respect to an amendment necessary to comply with applicable law, (i) prior to the occurrence of a Change in Control, the Company shall provide Eligible Employees with at least twelve (12) months’ written notice prior to the effective date of any amendment or modification to the Plan that would adversely affect any Eligible Employee or such Eligible Employee’s interests in the Plan and (ii) following the occurrence of a Change in Control and continuing through the duration of the Change in Control Protection Period and any further period in which an Eligible Employee is receiving Change in Control Severance Benefits, the Plan may be amended or modified only with the consent of each of the Eligible Employees.

6.3

Benefit Claims and Legal Actions.

(a)

No lawsuit may be initiated by any Eligible Employee entitled to claim a benefit under the Plan (“Claimant”) before fully pursuing claims in accordance with procedures established by the Administrator consistent with this Section 6.3.

(b)

If a claim for benefits is wholly or partially denied, the Administrator shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected.

(c)

Within 60 days of the receipt by the Claimant of the written denial of his or her claim (or within 60 days of the Administrator’s deadline for responding to the claim, if no response is provided), the Claimant (or an authorized representative of the Claimant) may file a written request with the Administrator that there be a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all pertinent documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record, or information that is subject to any attorney-client or work-product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.

(d)

The Administrator shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist, such as the need to hold a hearing, that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected.

(e)

No lawsuit may be initiated by any person before pursuing the procedures set out in this Section 6.3.

(f)

In addition, no legal action may commence later than 180 days after the date of the written response of the Administrator to a Claimant’s request for review pursuant to Section 6.3(c), or the deadline for the Administrator to provide a response if no response is provided.

ARTICLE VII

MISCELLANEOUS

7.1

Limitation of Eligible Employees’ Rights.

(a)

Payments made under the Plan shall not give any employee the right to be retained in the employ of any Employer or any right or interest under the Plan other than as herein provided. Each Employer reserves the right to dismiss any employee without any liability for any claim against such Employer. Inclusion under the Plan will not give any Eligible Employee any right to claim any benefit hereunder except to the extent such right has specifically become fixed under the terms of the Plan. An Eligible Employee shall not have any recourse towards satisfaction of such benefit becoming fixed under the terms of the Plan from other than the general assets of his or her Employer.

(b)

Payments made under the Plan shall not give any employee the right to any benefits provided only to employees retained in the employ of an Employer (e.g., the Company’s health and dental plans), except as provided in Section 4.1(c) herein. Except as may otherwise be required by law or set forth specifically in such plans or herein, such benefits shall be terminated as of the employee’s Severance Date.

7.2

Unsecured General Creditor.

All Eligible Employees and their heirs, successors, assigns and personal representatives shall have no legal or equitable rights, claims, or interests in any specific property or assets of any Employer with respect to benefits payable under the Plan. No assets of any Employer shall be held under any trust, or held in any way as collateral security for the fulfillment of the obligations of any Employer under the Plan. Each Employer’s assets shall be, and remain, the general, unpledged, unrestricted assets of such Employer. Each Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future, and the rights of all Eligible Employees shall be no greater than those of unsecured general creditors.

7.3

Non-Duplication of Benefits.

Benefits payable under this Plan are in lieu of, and not in addition to, any other severance, separation, change in control or similar type of benefit payable under a severance, separation, change in control or similar plan, policy, agreement or arrangement of the Company or any Employer. Accordingly, notwithstanding any provision of this Plan to the contrary, benefits payable under this Plan will be reduced (but not below $0) and forfeited by the amount of benefits payable under any and all such other severance, separation, change in control and similar plans, policies, agreements or arrangements; provided that, no Eligible Employee shall be eligible for any payments or benefits under the Dole Severance Pay Plan for Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries. Additionally, for the avoidance of doubt, an Eligible Employee may not receive both a Change in Control Severance Benefit and a Severance Pay Benefit.

For this purpose, benefits under a qualified retirement plan, the Dole Food Company, Inc. Excess Savings Plan, the Dole Food Company Supplemental Executive Retirement Plan, and any Dole Food Company, Inc. stock, equity, incentive, retention and/or completion bonus payments, programs or plans shall not be treated in the immediately prior paragraph as “other severance, separation, change in control and similar plans, policies, agreements or arrangements.”

In no event will any Eligible Employee receive as salary continuation from all severance, separation, change in control or similar plans, policies, agreements or arrangements, including this Plan, more than one week’s Weekly Base Compensation for any one calendar week of salary continuation.

7.4

Withholding.

There shall be deducted from each payment under the Plan all taxes that are required to be withheld by the Company with respect to such payment. The Company shall have the right to reduce any payment by (i) the amount of cash sufficient to provide the amount of said taxes, and (ii) an amount of cash equal to the amount of any contributions that the Eligible Employee has elected to make to any medical, welfare, or retirement plan maintained by the Company in accordance with the terms and provisions of those plans.

7.5

Code Section 409A.

The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Code Section 409A, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Specifically, any taxable benefits or payments provided under this Plan are intended to qualify for the “short-term deferral” exception to Code Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Code Section 409A, to the maximum extent possible. Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Code Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Code Section 409A, if an Eligible Employee is a “specified employee,” as determined under the Company’s policy for identifying specified employees on the Eligible Employee’s Severance Date, then all amounts due under the Plan that constitute a “deferral of compensation” within the meaning of Code Section 409A, that are provided as a result of a “separation from service” within the meaning of Code Section 409A, and that would otherwise be paid or provided during the first six months following the Severance Date, shall be accumulated through and paid or

provided on the first business day that is more than six months after the Severance Date (or upon such Eligible Employee’s death, if earlier). Notwithstanding anything contained herein to the contrary, an Eligible Employee shall not be considered to have terminated employment with an Employer for purposes of any payments under this Plan which are subject to Code Section 409A until the Eligible Employee would be considered to have incurred a “separation from service” within the meaning of Code Section 409A. Moreover, notwithstanding any other provision of the Plan, in no event shall the timing of the Eligible Employee’s execution of the release described in Section 2.1(d), directly or indirectly, result in the Eligible Employee designating the calendar year of payment, and if a payment that is subject to execution of such release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company reserves the right to make amendments to this Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Code Section 409A. The Company makes no representation that any or all of the payments described in this Plan shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payment. The Eligible Employee shall be solely responsible for the payment of any taxes and penalties incurred under Code Section 409A.

7.6

Parachute Payments.

If part or all of the consideration, compensation or benefits to be paid to an Eligible Employee under this Plan or any other plan, arrangement or agreement applicable to such Eligible Employee, constitutes “excess parachute payments” under Section 280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the “Parachute Amount”), the amount of excess parachute payments which would otherwise be payable to such Eligible Employee or for such Eligible Employee’s benefit shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 (the “Reduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, such Eligible Employee would be entitled to receive and retain, on a net after-tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after-tax basis, that such Eligible Employee would be entitled to retain upon receipt of the Reduced Amount. All determinations with respect to the Parachute Amount shall be made by a nationally recognized certified public accounting firm or other firm that is retained and paid by the Company. Such determinations shall be binding upon the Company and shall be made promptly following the Change in Control and as appropriate thereafter, in order to permit payment in accordance with the provisions of this Plan.

7.7

No Guarantee of Tax Consequences.

Notwithstanding anything herein to the contrary, none of the Company, Employer, Plan, or Administrator insure or make any commitment or guarantee that any amounts paid to an Eligible Employee pursuant to the Plan or any required contributions will be excludable from the Eligible Employee’s gross income or wages for federal, state or local tax purposes. The amount of any tax due in connection with receiving a Plan Benefit will remain the sole responsibility of the employee, not the Company, Employer, Plan, or Administrator.

7.8

Restriction Against Alienation.

None of the benefits, payments, proceeds or claims of any Eligible Employee shall be subject to any claim of any creditor and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor, nor shall any such Eligible Employee have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise, under the Plan. Notwithstanding the above, benefits which are in pay status may be subject to a garnishment or wage assignment made pursuant to a court order, or a tax levy.

7.9

Missing Recipients and Uncashed Checks.

(a)

Any amount due and payable under the Plan shall be forfeited if the Administrator, after reasonable effort and in accordance with procedures and a deadline established by the Administrator, is unable to locate the intended recipient to whom payment is due.

(b)

The Administrator may specify a deadline for cashing or depositing a check or payment under the Plan (the “Void Date”). In the absence of a Void Date specified by the Administrator or on a payment, the Void Date shall be the 180th day after the date such check was issued, or electronic funds transfer or other payment method was first attempted.

(c)

Benefit payments made by check that is not cashed or deposited, or by electronic funds transfer or other payment method that is not deposited (for example, because the recipient cannot be located), shall be retained by the Plan and shall not escheat to the state.

(d)

Unless there are extenuating circumstances, any benefits to which the check, electronic funds transfer, or other payment method relates will be forfeited as of the Void Date, and the Plan’s obligation to pay the benefit shall be extinguished.

7.10

Governing Law.

The Plan shall be construed, administered, and governed in all respects under the laws of Ireland unless a court of competent jurisdiction determines in a specific circumstance that the laws of another jurisdiction shall prevail based on the prevailing interests of the Company and any Eligible Employee and, provided that if any provision is susceptible to more than one interpretation, such interpretation shall be given thereto as is consistent with the Plan being a welfare benefit plan within the meaning of Section 3(1) of ERISA to the extent ERISA is applicable. If any provision of this instrument shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions hereof shall continue to be fully effective; if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal.

7.11

Force Majeure.

Should the performance of any act required by the Plan be prevented or delayed by reason of a natural catastrophe, strike, lock-out, labor dispute, war, riot, or any other cause beyond the Plan’s control, the time for performance of the act will be extended for a reasonable period of time, and non-performance of the act during the period of delay shall be excused. In such an event, however, all parties shall use reasonable efforts to perform their respective obligations under the Plan.

7.12

Correction of Errors.

If the Administrator determines, in its sole discretion, that the Plan has made an overpayment to any individual, the Administrator may recover the amount of the overpayment by requiring the payee to return the excess payments to the Plan, reducing any future Plan payments to the payee, or any other method deemed reasonable by the Administrator, to the extent permitted by applicable law.

If the Administrator determines, in its sole discretion, that the Plan has made an underpayment to any individual, the Administrator may correct the underpayment by making a lump-sum payment to the payee, increasing any future Plan payments to the payee, or any other method deemed reasonable by the Administrator.

7.13

Claims and Issues.

From time to time, claims or issues may arise that involve the Plan. The resolution, settlement or adjudication of these claims or issues may result in an agreement or order that is not expressly contemplated under this Plan document, including the payment of benefits which differ from the amounts generally payable under the Plan. Any such agreements and orders will be respected to the extent that, as determined in the sole discretion of the Administrator, they do not violate any applicable statute, government regulation or ruling.

7.14

Headings, etc., Not Part of Agreement.

Headings and subheadings in the Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

7.15

Instrument on Counterparts.

The Plan may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart.

7.16

Construction.

As used in the Plan, the masculine gender shall include the feminine and the singular may include the plural, unless the context clearly indicates to the contrary.

In witness whereof, the parties agree to the terms and conditions of the Dole plc Executive Severance Plan.

EXECUTED this ____ day of __________, 20__, at __________, __________

City State

[Name]

ACKNOWLEDGED this ____ day of __________, 20__, at __________, __________

City State

Signature of Dole plc

Signature of Dole plc Officer

ACKNOWLEDGED this ____ day of __________, 20__, at __________, __________

City State

Signature of Participating Employer

Signature of Participating Employer Officer

[Signature Page to Executive Severance Plan]

Appendix A. Eligible Employees

Carl McCann

Rory Byrne

Johan Lindén

Frank Davis

A-1

Appendix B. Participating Employers

As of the Effective Date, the Company and the following affiliates of the Company have adopted the Plan and are the Participating Employers:

•

[Dole Food Company, Inc.]

•

[Total Produce Management Services Limited ___________]

B-1

Appendix C. Release

GENERAL RELEASE AND NON-SOLICITATION AGREEMENT

THIS GENERAL RELEASE AND NON-SOLICITATION AGREEMENT (this “Agreement”), by and between [Name] (the “Employee”) and [Dole plc] (“Employer”), and Employer’s parent, subsidiary and affiliate corporations, is a general release of claims executed by the Employee as a condition to eligibility for a benefit under the Executive Severance Plan (the “Plan”) and for the benefits set forth in paragraph two (2) of this Agreement. Employer and its parent, subsidiary and affiliate corporations are collectively defined and referenced herein as the “Company” throughout this Agreement.

Employee understands that Employee’s employment with Employer shall terminate effective [date] and that Employee must not execute this Agreement before such termination date. In addition, Employee acknowledges that Employee shall be paid a lump-sum payment for all accrued and unused vacation time as of the termination date. Vacation time will not accrue beyond the termination date. Employee will be paid such amounts whether or not she chooses to execute and return this Agreement.

Employee further understands that, by timely signing and not timely revoking this Agreement and by satisfying the other conditions provided in the Plan, Employee shall be entitled to the severance benefit provided by the Plan, which amount and benefits are set forth on Exhibit A attached hereto, less federal and state and any other applicable wage withholdings. On or prior to [date], Employee acknowledges that Employee returned to Employer all property of the Company, including computer and other electronic equipment, computer passwords, telephones, pagers, etc., in Employee’s possession or control.

Employee understands and agrees that, by signing this Agreement, Employee acknowledges full and complete satisfaction of and is releasing and discharging and promising not to sue the Company (as broadly defined above), past and present, as well as the Company’s directors, officers, shareholders, representatives, assignees, successors, agents and employees, past and present, and each of them, (individually and collectively, “Releasees”) from and with respect to any and all claims, wages, demands, rights, liens, agreements, suits, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of any kind, known or unknown, suspected or unsuspected, and whether or not concealed or hidden, arising out of or in any way connected with Employee’s employment relationship with, or the termination of Employee’s employment with, Employer, including but in no way limited to any act or omission committed or omitted prior to the date of execution of this Agreement. This includes but is in no way limited to any claim under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), the California Fair Employment & Housing Act or any other federal, state or local law,

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regulation, constitution or ordinance. The foregoing release does not extend to any vested benefits under the terms of any “employee benefit plan,” as defined in Section 3(3) of ERISA, and to any obligation of Employer to pay the Employee any vested deferred compensation. Notwithstanding the foregoing covenant not to sue, Employee may bring a claim against Employer to enforce this Agreement or to challenge the validity of this Agreement under the ADEA. The parties intend that this release and waiver of claims be construed as broadly as legally possible. This release and waiver of claims does not include any claims that cannot be lawfully waived.

Employee covenants and affirms that Employee has not caused or permitted to be filed any claim, charge, suit, complaint, action, cause of action, or proceeding of any kind in any forum against any of the Releasees. Except with respect to the permitted disclosures in Paragraph six (6), Employee further covenants and affirms that Employee has not made any assignment and will make no assignment of any claims, demands or causes of action released herein and will not file, refile, initiate, or cause to be filed, refiled or initiated any claim, charge, suit, complaint, action or cause of action based upon, arising out of, or relating to any claim, demand, or cause of action released herein, nor shall Employee participate, assist or cooperate in any claim, charge, suit, complaint, action or proceeding regarding any of the Releasees, whether before a court, administrative agency, arbitrator or other tribunal, unless required to do so by law.

Employee understands and expressly agrees that this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, vested or contingent, past, present or future, arising from or attributable to any alleged act or omission of the Company or any of its agents, employees or representatives in connection with Employee’s hiring, employment, termination of employment by Employer or post-employment treatment occurring prior to the execution of this Agreement, and that any and all rights granted to Employee under Section 1542 of the California Civil Code (to the extent applicable) or any analogous law or regulation affecting any other jurisdiction are expressly waived. Said Section 1542 of the California Civil Code reads as follows:

Section 1542. General Release—Claims Extinguished. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

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utilization of which would cause substantive and irreparable harm, loss of goodwill and injury to the Company. Employee acknowledges that Employee has returned to Employer all such confidential and proprietary business information in Employee’s possession, custody or control, as well as all files, memoranda, records, documents, computer records, copies of the foregoing, and other information related to the Company in Employee’s possession, custody or control. Employee further agrees not to disclose or utilize any such confidential or proprietary business information in the future.

Notwithstanding the foregoing, pursuant to 18 U.S.C. § 1833(b), Employee hereby acknowledges that Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Employee understands that if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he or she may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement or any other agreement by and between the Company and Employee is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets expressly allowed by such section.

Further, nothing in this Agreement or any other agreement by and between the Company and Employee shall prohibit or restrict Employee from (i) voluntarily communicating with an attorney retained by Employee, (ii) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, a local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the Company, or otherwise initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by such government agency, (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, (iv) disclosing any confidential information to a court or other administrative or legislative body in response to a subpoena, provided that Employee first promptly notifies and provides the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure, or other appropriate remedy, or (v) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Employee is entitled.

Subject to applicable law, Employee shall not, for a period of one (1) year from [date], directly or indirectly solicit, attempt to solicit, induce or otherwise cause any employee of the Company to cease his or her employment in order to become an employee, consultant or independent contractor to or for any other employer. In addition, subject to applicable law, Employee shall not use the Company’s trade secrets to interfere with the Company’s relationships with its customers, agents, representatives, growers, landlords, tenants, vendors, or brokers, or to solicit or attempt to solicit any customers of the Company to cease or decrease doing business with the Company or to do business with any competitor of the Company.

D-4

Subject to Paragraph six (6), Employee further agrees to refrain from publicly or privately either directing any disparaging or defamatory remarks regarding the Company or any of the Company’s directors, officers or employees or engaging in any form of disparaging or defamatory conduct that disparages the Company or any of the Company’s directors, officers or employees, portrays the Company or any of the Company’s directors, officers or employees in a negative light, or otherwise impairs the reputation, goodwill or commercial interests of the Company or any of the Company’s directors, officers or employees.

Subject to applicable law in the jurisdiction where Employee resides, Employee shall not, for a period of one (1) year from [date], engage in any of the following activities in any geographic area where the Company or its predecessor companies conducted business during Employee’s employment relationship with the Company or any of its predecessor companies: (i) serve as a partner, principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate himself or herself with, any business whose business, products or operations are in any respect competitive with the business conducted by the Company.

In the event of any breach by Employee of any of the above-referenced non-solicitation, non-competition or non-disparagement clauses, the resulting injuries to the Company would be difficult or impossible to estimate accurately. Employee therefore agrees that, in the event of any such breach, the Company shall be entitled, in addition to any available legal or equitable remedies for damages, to an injunction to restrain the violation or anticipated violation of this clause. The Company’s rights under this paragraph shall be in addition to every other remedy (equitable, statutory, legal or contractual) to which the Company may be entitled.

Except with respect to any whistleblower awards and as set forth in Paragraph six (6), Employee agrees that by signing this Agreement Employee waives any claim for damages incurred at any time after the date of this Agreement because of alleged continuing effects of any alleged wrongful or discriminatory acts or omissions involving any Releasee, which occurred on or before the execution of this Agreement and any right to sue for injunctive relief against the alleged acts or omissions occurring prior to the date of this Agreement.

Employee understands and agrees that, by signing this Agreement, Employee is waiving any and all rights or claims that Employee may have arising under the ADEA, which have arisen on or before the date of execution of this Agreement. Employee further understands and agrees that (i) in return for this Agreement, Employee will receive compensation beyond that which Employee was already entitled to receive before entering into this Agreement, (ii) Employee was provided a copy of this Agreement on [date], and informed that Employee had forty-five (45) days from the effective date of his or her severance from employment to consider, sign and return this Agreement, (iii) Employee was provided all required information pertaining to the individuals subject to

D-5

layoff or termination of employment within Employee’s decisional unit and/or group as set forth in Exhibit B attached hereto, if applicable (iv) the Plan sets forth the eligibility requirements for the receipt of benefits under the Plan and that Employee has read and understands the Plan, and (v) Employee was informed that Employee has seven (7) days following the date of signing of this Agreement in which to revoke this Agreement by delivering a written, signed revocation to Ms. Jacinta Devine, 29 North Anne Street, Dublin 7, D07 PH36, Ireland. This Agreement shall become effective on the eighth (8th) day following the seven-day revocation period, provided that Employee timely signs and does not revoke this Agreement during the seven-day revocation period, and the severance benefits provided under the Plan are contingent upon this Agreement becoming effective pursuant to its terms.

10.	Employee acknowledges that Employee has a right to waive the 45-day period to consider this Agreement, but any such waiver prior to the expiration of the 45-day period is free and voluntary.

11.

The parties understand and agree that if any provision of this Agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, such judgment shall not affect, impair, or invalidate the remainder of this Agreement, but shall be confined in its operation to the provision of this Agreement directly involved in the controversy in which such judgment shall have been rendered. Further, if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal.

12.

The parties agree that any controversy or claim arising out of or related to this Agreement or Employee’s employment or separation from employment with Employer shall, (i) if the Employee is a resident in Ireland, be subject to arbitration conducted pursuant to the provisions of the Arbitration Act 2010 of Ireland (as amended) and (ii) if the Employee is a resident of the United States, be governed by the Federal Arbitration Act and settled by arbitration in [_______], before an experienced employment arbitrator, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association available at https://www.adr.org/sites/default/files/EmploymentRules_Web_2.pdf. The Company will pay the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing. The arbitration decision shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. This agreement to arbitrate is freely negotiated between the Employee and the Company and is mutually entered into between the parties. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial. In the case of an Employee who is a resident in any other jurisdiction, such arbitration shall be conducted pursuant to the provisions of such arbitration rules as shall be selected by the Administrator and that are applicable in such jurisdiction. Employee agrees to submit to such arbitration.

13.

D-6

14.

15.	This Agreement shall be governed and construed under the applicable laws of the Ireland, unless a court of competent jurisdiction determines in a specific circumstance that the laws of another jurisdiction shall prevail based on the prevailing interests of the Company and Employee.

16.	This Agreement may be signed in counterparts by original, pdf (or similar format for scanned copies of documents) or facsimile signature, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

D-7

Employee is advised by the Company to consult with an attorney if Employee desires, and Employee affirms that Employee has read and understands this Agreement and hereby agrees to voluntarily sign it.

EXECUTED this ____ day of __________, 20__, at __________, __________

City State

[Name]

ACKNOWLEDGED this ____ day of __________, 20__, at __________, __________

City State

Signature of Dole plc

Signature of Dole plc Officer

D-8

EXHIBIT A

[To come]

D-9

EXHIBIT B

[To come]

D-10

ENDORSEMENT

I, [Name], hereby acknowledge that I was given 45 days to consider the foregoing Agreement and voluntarily chose to sign this Agreement prior to the expiration of the 45-day period.

I declare under the laws of [Ireland]¹ that the foregoing is true and correct.

EXECUTED this ____ day of __________, 20__, at __________, __________

City State

[Name]

¹	Note to Draft: To the extent required, different legal jurisdiction may apply at the time of signing.

D-11

EXHIBIT 21.1

SUBSIDIARIES OF DOLE PLC


Name of Subsidiary		State or Jurisdiction of Entity
Dole Far East Holdings Limited		Hong Kong
Dole Food Company Inc.		North Carolina
Dole Fresh Fruit Intl Ltd.		Bermuda
Solvest Ltd.		Bermuda
Standard Fruit Bermuda Ltd.		Bermuda
Total Produce Holdings BV		Netherlands
Total Produce International Holdings Limited		Ireland
Total Produce Investments BV		Netherlands
Total Produce Plc		Ireland
Total Produce USA Holdings Inc		Delaware

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 28, 2021, with respect to the consolidated financial statements of Total Produce Plc and subsidiaries, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Dublin, Ireland

1 July 2021

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement on Form F-1 of our report dated March 10, 2021 (April 28, 2021, as to the subsequent events described in Note 22), relating to the financial statements of DFC Holdings, LLC. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

July 1, 2021

Exhibit 99.1

CONSENT OF CARL MCCANN

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Carl McCann

Carl McCann

Exhibit 99.2

CONSENT OF RORY BYRNE

Dated: July 2, 2021

/s/ Rory Byrne

Rory Byrne

Exhibit 99.3

CONSENT OF JOHAN LINDÉN

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Johan Lindén

Johan Lindén

Exhibit 99.4

CONSENT OF FRANK DAVIS

Dated: July 2, 2021

/s/ Frank Davis

Frank Davis

Exhibit 99.5

CONSENT OF TIMOTHY M. GEORGE

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Timothy M. George

Timothy M. George

Exhibit 99.6

CONSENT OF IMELDA HURLEY

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Imelda Hurley

Imelda Hurley

Exhibit 99.7

CONSENT OF ROSE HYNES

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Rose Hynes

Rose Hynes

Exhibit 99.8

CONSENT OF MICHAEL MEGHEN

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Michael Meghen

Michael Meghen

Exhibit 99.9

CONSENT OF HELEN NOLAN

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Helen Nolan

Helen Nolan

Exhibit 99.10

CONSENT OF JIMMY TOLAN

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Jimmy Tolan

Jimmy Tolan

Exhibit 99.11

CONSENT OF KEVIN TOLAND

In connection with the filing by Dole plc (the “Company”) of its Registration Statement (the “Registration Statement”) on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments and supplements thereto.

Dated: July 2, 2021

/s/ Kevin Toland

Kevin Toland