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TRANSITION SERVICES AGREEMENT

Source: http://www.sec.gov/Archives/edgar/data/18169/000119312512399881/d413707dex21.htm

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT and the Appendices referenced herein (this “TSA”) are entered into as of                     , 2012 (“Effective Date”) by and between Dole Food Company, Inc., a Delaware corporation (“Dole”), and Dole Asia Holdings Pte Limited (together with its affiliated entities, “DAL”). Dole and DAL are referred to herein individually as a “Party” and collectively as the “Parties.”

A. Dole and ITOCHU are Parties to the Acquisition Agreement, dated September 17, 2012 (the “Acquisition Agreement”), the Closing Date of which is defined therein (“Closing Date”).

B. DAL desires to procure certain services from Dole, and Dole is willing to provide such services to DAL for a transitional period, on the terms and conditions set forth in this TSA.

AGREEMENT

1.1 No Liability for Transition Services. Dole offers to provide the Transition Services described in this TSA solely to assist DAL after the Closing Date. Accordingly, except as provided in this TSA, DAL waives any and all rights to seek any claim for indemnity or reimbursement, or file any suit, action or legal proceeding of any kind or nature against Dole, arising out of or related to this TSA.

1.2 Provision of the Transition Services. For the Term described below, Dole agrees to provide the transition services as set forth in Appendix 1 (the “Transition Services”), provided, however, DAL may reasonably request Dole and its affiliates to provide additional Transition Services, or terminate certain Transition Services, and the Parties shall negotiate and agree in good faith on the change in scope of the Transition Services and adjustment in fees, amending Appendix 1 accordingly. Dole shall provide and shall cause its affiliates to provide the Transition Services in compliance with applicable law and with the same degree of care (which in no event shall be less than reasonable care), skill and diligence, and in substantially the same manner, as it does for its own business operations and consistent with the ordinary course of business.

1.3 Consents. Dole and DAL will use their respective reasonable commercial efforts to obtain any consents, approvals, permits and other authorizations, if any, that Dole or DAL must obtain from Governmental Authorities or third parties in connection with the Transition Services (collectively, “Consents”), including any Consents required to allow Dole or DAL to use any information technology systems, software, data, or third party services in connection with the Transition Services.

2.1. Fixed Fee for Transition Services. For all of the Transition Services set forth in Appendix 1, DAL shall pay Dole a fixed fee per month, as set forth therein, until the TSA or

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applicable Transition Service is terminated. This fixed fee is in addition to any Third-Party Product Costs for the Transition Services. Dole shall issue monthly invoices to DAL relating to the fixed fee and documents supporting the Third-Party Product Costs. Invoices shall be due and payable by DAL to Dole no later than 30 days after receipt of such invoice.

2.2. Fees upon Termination. DAL shall immediately pay Dole all outstanding fees due, if any, upon termination if this TSA.

2.3. Third-Party Product Costs. In addition to the fixed fee for Transition Services, DAL shall pay Dole for relevant costs associated with providing the products in connection with the Transition Services described in Appendix 1 as invoiced to Dole by a third-party (“Third-Party Product Costs”).

2.4. Payment and Invoices for Third-Party Product Costs. Dole will promptly invoice DAL for any Third-Party Product Costs. DAL will pay Dole the full amount of each invoice relating to Third-Party Product Costs no later than Dole’s due date for payment of the Third-Party Product Costs per the supplier terms. Dole will afford DAL, upon reasonable notice, access to information, records and documents as may be reasonably requested in order to verify any invoiced amount under this Agreement, and the Parties will work in good faith to resolve any disagreements or disputed inaccuracies.

2.5. Taxes. The amounts payable by DAL to Dole under this TSA do not include any sales, value added, consumption, goods and services or similar taxes of any nature in any state, local, federal or foreign jurisdiction in connection with the Transition Services (collectively, “Taxes”). To the extent Dole pays certain Taxes in providing the Transition Services, DAL will be responsible for and will pay certain Taxes (excluding taxes on Dole’s income). In the event Dole pays any Taxes, DAL will reimburse Dole for such payment within 15 days after DAL’s receipt of Dole’s invoice for the amount of the Tax paid accompanied by relevant supporting documents.

3.1. Term. The term of this TSA begins on the Closing Date and ends on the date that is ninety (90) days after the Closing Date (“Term”), unless terminated earlier pursuant to Section 3.2. Unless terminated by either Party, this TSA shall automatically be renewed and extended for consecutive 90 day periods up to a maximum of 12 months after Closing Date.

3.2. Termination. Either Party may terminate this TSA or a particular Transition Service for any or no reason by providing the other Party not less than 30 days prior written notice setting forth the termination date for this TSA or such Transition Service. The amounts that DAL is obligated to pay on a monthly basis pursuant to Article 2 will be prorated on a daily basis with respect to any Transition Services that are terminated.

4. DISCLAIMER; LIMITATION OF LIABILITY

4.1. DISCLAIMER. EXCEPT AS PROVIDED IN THIS TSA, THE TRANSITION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. DOLE DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION

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OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, ACCURACY, VALIDITY, TIMELINESS, COMPLETENESS, AVAILABILITY OR CONTINUED AVAILABILITY OF ANY TRANSITION SERVICES, OR THAT THE TRANSITION SERVICES WILL BE ERROR-FREE. DOLE FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

4.2. Limitation of Liability. The liability of Dole and its Affiliates under this TSA, whether arising from contract, tort, warranty, negligence or otherwise with respect to any Transition Service is limited to the fees paid by DAL for such Transition Service except to the extent such liability(ies) resulted from gross negligence, willful misconduct or unlawful conduct of a Party or its Affiliates. Subject to the terms herein, under no circumstances will either Party or its Affiliates be liable for indirect, incidental, special, consequential, punitive or exemplary damages in connection with this TSA, including lost time, lost money, lost profits or goodwill, regardless of the form of the action or the basis of the claim, even if a Party or its Affiliate has been apprised of the possibilities of such damages, and whether or not such could have been foreseen or prevented.

5. MISCELLANEOUS

5.1. Entire Agreement. This TSA (including the documents referred to herein) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral.

5.2. Succession and Assignment. This TSA will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this TSA or any of its rights, interests or obligations hereunder without the prior written approval of DAL and Dole, which such consent may not be unreasonably withheld.

5.3. Counterparts. This TSA may be executed in one or more counterparts (including by means of facsimile), each of which will be deemed an original but all of which together will constitute one and the same instrument.

5.4. Headings. The section headings contained in this TSA are inserted for convenience only and will not affect in any way the meaning or interpretation of this TSA.

5.5. Governing Law. This TSA shall be governed by and construed in accordance with the laws of Japan without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

5.6. Arbitration. All disputes, controversies and claims arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby (including the

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construction, existence, validity, enforceability, enforcement, breach or termination of this Agreement) that cannot be resolved amicably by the Parties shall be exclusively, finally and conclusively settled by arbitration administered by the International Chamber of Commerce (the “ICC”) and conducted in accordance with the ICC Rules of Arbitration (the “Rules”), subject to the following: (a) there shall be a panel of three (3) arbitrators (collectively, the “Tribunal”), one appointed by ITOCHU, another by Dole and the third appointed in accordance with the Rules; (b) the seat of arbitration shall be Tokyo, Japan; (c) the arbitration shall be conducted in the English language, and all written and oral submissions and awards shall be prepared in English (or be accompanied by English translations); (d) the Tribunal shall schedule all matters regarding the arbitration so that the arbitration progresses in a timely fashion; (e) at the arbitration hearing, each Party may make written and oral presentations to the Tribunal, present testimony and written and oral evidence and examine witnesses; (f) the Tribunal may not grant any award that is inconsistent with the terms of this Agreement and shall not have the authority to use the equitable powers provided by the Rules to modify any terms of this Agreement, nor shall the Tribunal have the power to award any punitive or exemplary damages; (g) the Tribunal shall issue a written decision explaining the basis for its rulings and awards; (h) all fees and expenses of the Tribunal and the ICC shall be shared equally between the Parties, provided that the Tribunal shall have the authority to award, as part of its decision, to the prevailing Party its costs and expenses of the arbitral proceedings, including reasonable fees of attorneys and experts; and (i) any monetary award shall be made in US$ and shall be payable free of any Tax, withholding or other deduction (unless otherwise required by legal requirements). Decisions rendered by the arbitral Tribunal shall be final, binding and enforceable in any court of competent jurisdiction. Except as necessary to enforce or effectuate the terms of this Section or an arbitral decision or award, arbitration proceedings hereunder and any decision and award of the Tribunal shall be kept confidential by the Parties. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that, notwithstanding any other provision herein to the contrary, a Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically in any court of competent jurisdiction, this Agreement and the terms and provisions hereof in addition to any other remedy to which such Party may be entitled, at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any legal requirement to post security as a prerequisite to obtaining equitable relief.

5.7. Amendments and Waivers. No amendment of any provision of this TSA will be valid unless the same will be in writing and signed by DAL and Dole. No waiver by any Party of any provision of this TSA or any default hereunder, whether intentional or not, will be valid unless the same will be in writing and signed by the Party making such waiver nor will such waiver be deemed to extend to any prior or subsequent default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such default.

5.8. Severability. Any term or provision of this TSA that is invalid or unenforceable in any situation in any jurisdiction will 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.

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5.9. Confidentiality. The confidentiality provisions set forth in the Acquisition Agreement apply to this TSA as if fully set forth herein.

5.10. Force Majeure. Dole will not be liable for a failure or delay in its performance under this TSA where such failure or delay is the result of fire, flood, earthquake or other natural disaster, general Internet or network outage, act of God, riot, labor dispute, unavailability of raw materials or supplies, war, embargo, armed hostilities or acts of terrorism, any declaration of war by Congress or any other national or international emergency, the intervention of any Governmental Authority, or any other cause beyond Dole’s reasonable control.

5.11. Relationship of the Parties. Dole, in performance of this TSA, is acting as an independent contractor to DAL, and not as a partner, joint venturer or agent. The Parties do not intend to create by this TSA an employer-employee relationship. Each Party retains control over its personnel, and the employees of one Party will not be considered employees of the other Party. Neither Party will be bound by any representation, act or omission of the other Party. Neither Party has any right, power or authority to create any obligation, express or implied, on behalf of the other Party.

5.12. Subcontracting. Subject to the terms and conditions of this TSA, Dole may use contractors, subcontractors, vendors or other third parties to provide the Transition Services.

Signatures Appear on Following Page

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IN WITNESS WHEREOF, the Parties hereto have executed this TSA as of the date first above written.

Signature Page to Transition Services Agreement