Commitment Letter, dated as of January 13, 2020, by and among Cott Corporation and Deutsche Bank AG, New York Branch

Exhibit 10.3

Execution Version

CONFIDENTIAL

January 13, 2020

Cott Holdings Inc.

4221 W. Boy Scout Blvd., Suite 400

Tampa, Florida ###-###-####

ATTENTION: Shane Perkey, Treasurer

Project First

COMMITMENT LETTER

Ladies and Gentlemen:

You (“you” or the “Borrower”), a wholly-owned subsidiary of Cott Corporation, a corporation organized under the laws of Canada (“Parent”), have advised Deutsche Bank Securities Inc. (“DBSI”) and Deutsche Bank AG New York Branch (“DBNY” and, together with DBSI, the “Commitment Parties”, “we” or “us”) that you, directly or indirectly through one of your wholly-owned domestic subsidiaries, intend to acquire (the “Acquisition”) all of the equity interests in the company identified to us as “First” and its subsidiaries (the “Target”) pursuant to the Agreement and Plan of Merger, dated as of the date hereof, by and among the Target, a Delaware corporation, Parent, Cott Holdings Inc., a Delaware corporation, Fore Acquisition Corporation, a Delaware corporation and Fore Merger LLC, a Delaware limited liability company (together with the exhibits, annexes and schedules thereto, the “Acquisition Agreement”), and to consummate the other Transactions (as defined below). In connection therewith, the Borrower intends to finance the cash portion of the consideration for the Acquisition and Refinancing (as hereinafter defined) and related fees and expenses with (a) a seven-year senior secured term loan credit facility (the “Term Loan Facility”) in an aggregate principal amount of $400,000,000 (as such amount may be reduced by any net cash proceeds of a disposition by the Borrower of all or substantially all of the business (whether by sale of assets or equity interests or otherwise) previously identified to us and code-named “Coffee” (any such disposition constituting at least a majority of the business, the “Planned Disposition”)) and (b) cash on the balance sheet of Parent and/or its subsidiaries. The date of consummation of the Acquisition and the Refinancing and on which the Term Loan Facility is available to be borrowed, subject to the conditions set forth herein, is referred to herein as the “Closing Date.” All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Term Sheet (as defined below).

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1.    Commitments. In connection with the foregoing, (a) DBNY is pleased to advise you of its commitment to provide 100% of the aggregate principal amount of the Term Loan Facility (in such capacity, the “Initial Lender”) and DBNY will act as the sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Term Loan Facility, in each case upon the terms set forth in this letter and in Exhibits A and B hereto (collectively, the “Term Sheet” and, together with this letter agreement, the “Commitment Letter”) and subject solely to the conditions set forth in Section 5 hereof and (b) DBSI is pleased to advise you of its willingness, and you hereby engage DBSI, to act as the sole lead arranger and bookrunner (in such capacity, the “Lead Arranger”) for the Term Loan Facility. You agree that no other titles will be awarded and no compensation (other than as expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Term Loan Facility unless you and we shall so agree; provided, that if the TLB Syndication Commencement Date occurs, you shall be permitted to appoint one or more additional lead arrangers and bookrunners (the “Additional Arrangers”) and pay to such Additional Arrangers, in the aggregate, fees not to exceed the Additional Arranger Fee (as defined in the Fee Letter; provided, that payment of such fee shall be subject to the conditions set forth in the Fee Letter); provided, further, that (x) DBSI will have “left” placement in any and all marketing materials or other documentation used in connection with the Term Loan Facility and the role and responsibilities customarily associated with such placement and (y) no economics (other than the Additional Arranger Fee) or commitments with respect to the Term Loan Facility shall be awarded to such Additional Arranger unless you and we shall so agree.

2.    Syndication. The Lead Arranger shall be permitted to commence syndication of the Term Loan Facility on the earliest of (x) the consummation of the Planned Disposition [***], (y) 5 business days after any written determination by you to terminate or abandon the sale process relating to the Planned Disposition (it being understood and agreed that you shall provide the Lead Arranger with written notice of such termination within 2 business days thereof) and (z) 60 days following the Closing Date; provided, in any such case, that commitments of the Initial Lender (or, if after the Closing Date, loans) with respect to the Term Loan Facility remain outstanding on such date (such earlier date, the “TLB Syndication Commencement Date”). Until the earlier of (x) 30 days following the TLB Syndication Commencement Date and (y) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved (such earlier date, the “Syndication End Date”), you agree to assist the Lead Arranger in syndicating the Term Loan Facility. Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships, (b) direct contact between your senior management, on the one hand, and the proposed Lenders, on the other hand, in all such cases at times and locations to be mutually agreed upon, (c) your assistance in the preparation of marketing materials reasonably acceptable to you to be used in connection with the syndication of the Term Loan Facility (collectively with the Term Sheet and any additional summary of terms prepared for distribution to Public Lenders (as hereinafter defined), the “Information Materials”), (d) using your commercially reasonable efforts to procure, prior to the TLB Syndication Commencement Date, public ratings (but no specific ratings) for the Term Loan Facility from each of S&P and Moody’s, and a public corporate credit rating (but no specific rating) and a public corporate family rating (but no specific rating) in respect of Parent after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) the hosting, with the Lead Arranger, of one meeting with prospective Lenders at a time and location to be mutually agreed upon, and to the extent reasonably necessary, one or more conference calls with prospective Lenders at times to be mutually agreed, (f) at any time following the TLB Syndication Date and prior to the Syndication End Date, ensuring that there is no competing issuance, offering, placement or arrangement of any debt securities or credit facilities by

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or on behalf of you or your subsidiaries and, using your commercially reasonable efforts to ensure to the extent not in contravention of the Acquisition Agreement, the Target and its subsidiaries (in each case, other than (i) the Term Loan Facility, (ii) any refinancing, renewal or extension of the 2016 Notes and 2017 Notes (each as defined in the Existing ABL Credit Agreement (as defined below) as in effect on the date hereof) with similar “high-yield” debt securities, (iii) existing indebtedness of the Target and its subsidiaries that is permitted to remain outstanding under the Acquisition Agreement, including any refinancings, replacements or extensions thereof, (iv) any debt of Parent or any of its subsidiaries incurred under that certain Second Amended and Restated Credit Agreement, dated January 30, 2019, among Parent, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, restated, amended and restated, supplemented, waived, refinanced, replaced, extended or otherwise modified from time to time, the “Existing ABL Credit Agreement” and the asset-based facility available thereunder, the “ABL Facility”), including any refinancing, replacement or extension thereof, (v) working capital facilities, capital lease, purchase money and equipment financings, in each case incurred in the ordinary course of business and including any refinancings, replacements or extensions thereof, (vi) indebtedness disclosed to the Commitment Parties on or prior to the date hereof, (vi) [reserved] and (vii) indebtedness approved by the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned)) without the prior written consent of the Lead Arranger if such securities or facilities would have a materially detrimental effect upon the syndication of the Term Loan Facility and (g) using your commercially reasonable efforts to provide the Lead Arranger with (x) the information set forth in paragraphs (ii) and (iii) of Exhibit B hereto and (y) other information customarily included in a confidential information memorandum and lender presentation for financings of this type prior to the TLB Syndication Commencement Date, including the Projections (as defined below).

For the avoidance of doubt, but without limiting the conditions precedent to funding, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation, or any obligation of confidentiality binding upon you, the Target or any of your or its respective subsidiaries or affiliates; provided that you will take commercially reasonable efforts to provide such information without violating a confidentiality agreement binding on you or waiving attorney-client privilege as contemplated in the paragraph above; provided, further, that in the event you do not provide information that could reasonably be considered material to the Lenders because the disclosure thereof would violate a confidentiality agreement binding on you or waive attorney-client privilege as contemplated in the paragraph above, you will promptly provide notice to the Commitment Parties that such information is being withheld. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties as a condition to the commitments hereunder or the funding of the Term Loan Facility on the Closing Date shall be those required to be delivered pursuant to Exhibit B hereto. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, (i) none of the paragraphs of this Section 2 shall constitute a condition to the funding of the Term Loan Facility on the Closing Date (except to the extent also set forth in Exhibit B hereto) and (ii) the Commitment Parties’ commitments hereunder are not subject to the commencement or completion of a syndication of the Term Loan Facility or to receipt of any ratings from Moody’s and S&P.

It is understood and agreed that the Lead Arranger will manage and control all aspects of the syndication of the Term Loan Facility in consultation with you, including decisions as to when commitments will be accepted and the final allocations of the commitments and fees among the Lenders (it being understood that the determination of Lenders and the final allocations with respect thereto shall be subject to your prior written consent, which shall not be unreasonably withheld, delayed or

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conditioned). It is understood that no Lender participating in the Term Loan Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Term Sheet and the Fee Letter. Notwithstanding anything in this Section 2 to the contrary, (a) the Lead Arranger will not syndicate, assign or participate (i) to those banks, financial institutions or other persons separately identified in writing by you to us prior to the date hereof (or to any affiliates of such entities that are readily identifiable as affiliates by virtue of their names or that are identified to us from time to time in writing by you) or (ii) to competitors (or affiliates thereof) of Parent, the Borrower or the Target or any of their respective subsidiaries (other than, in the case of clause (ii), bona fide fixed income investors or debt funds) identified in writing from time to time (and affiliates of such entities that are readily identifiable as affiliates by virtue of their names or that are identified to us from time to time in writing by you (other than bona fide fixed income investors or debt funds)); provided that no such identification after the date hereof pursuant to clauses (i) and (ii) shall apply retroactively to disqualify any person that has previously acquired an assignment or participation of an interest in the Term Loan Facility with respect to amounts previously acquired (collectively, the “Disqualified Lenders”) and (b) it is agreed that the Borrower may withhold its consent to an assignment to any person that is known by it to be an affiliate of a Disqualified Lender (regardless of whether it is readily identifiable as an affiliate by virtue of its name (other than, in the case of clause (ii), such affiliates that are bona fide fixed income investors or debt funds).

3.    Information Requirements. You hereby represent and warrant (to your knowledge to the extent it relates to the Target) that (a) all written information, other than Projections (as defined below), estimates, forward-looking statements and other information of a general economic or industry nature (the “Information”), that has been or is hereafter made available to the Lead Arranger or the Initial Lender by or on behalf of you or any of your representatives in connection with any aspect of the Transactions does not and will not when furnished, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading (after giving effect to all supplements and updates thereto from time to time) and (b) all financial projections, estimates or other forward-looking statements concerning the Borrower, the Target and their respective subsidiaries that have been or are hereafter made available to the Lead Arranger or the Initial Lender by or on behalf of you or any of your representatives (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions at the time made and at the time such Projections are furnished to the Lead Arranger or any Initial Lender, it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projection will be realized, actual results may differ and that such differences may be material.

You agree that if at any time prior to the later of the Closing Date and the Syndication End Date, any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and Projections so that such representations will be correct at such time (or as to information concerning the Target and its subsidiaries and its business, correct at such time to your knowledge). The accuracy of the foregoing representations and warranties, whether or not cured, shall not be a condition to the obligations of the Commitment Parties hereunder or the funding of the Term Loan Facility on the Closing Date. In issuing this commitment and in arranging and syndicating the Term Loan Facility, the Commitment Parties are and will be using and relying on the Information and the Projections without independent verification thereof.

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You acknowledge that (a) the Lead Arranger on your behalf will make available Information Materials on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt Domain, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to you, Parent, the Target or your or their respective subsidiaries or securities for purposes of United States federal or state securities laws (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”)) and who may be engaged in investment and other market related activities with respect to you, Parent, the Target or your or their respective subsidiaries or securities (each such Lender, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). Each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

At the reasonable request of the Lead Arranger, you agree to use commercially reasonable efforts to assist (and to use your commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement, the Target and its subsidiaries to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Term Loan Facility that includes only Public Side Information with respect to you, the Target and any of your or their respective subsidiaries or securities to be used by Public Siders. It is understood that in connection with your assistance described above, (a) an authorization letter reasonably acceptable to you will be included in any Information Materials that authorizes the distribution of the Information Materials to prospective Lenders, contain a representation consistent with the first paragraph of this Section 3 and contains a representation that the additional version of the Information Materials contains only Public Side Information with respect to you, the Target or any of your or their respective subsidiaries and securities (other than as set forth in the following paragraph of this Section 3) and (b) the Information Materials shall contain customary provisions exculpating the existing equity holders, you, the Target and the respective affiliates of the foregoing and us and our affiliates with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, at our reasonable request, you agree to identify that portion of the Information Materials that may be distributed to the public-side lenders as “Public Information”, by marking, or agreeing to the marking of, such Information Materials with the word “PUBLIC” prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Lead Arranger and the proposed Lenders to treat such Information Materials as not containing any Private Side Information (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). You agree that, unless expressly identified as “PUBLIC”, each document to be disseminated by the Lead Arranger (or any other agent) to any Lender in connection with the Term Loan Facility will be deemed to contain Private Side Information.

You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arranger in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders (provided that such materials have been provided to you and your counsel for review within a reasonable period of time prior thereto): (a) administrative materials prepared by the Lead Arranger for prospective Lenders (such as lender meeting invitations, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Term Loan Facility’s terms and conditions, (c) drafts and final versions of the final documentation of the Term Loan Facility and (d)

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financial statements of Parent, the Target and your or their respective subsidiaries that are publicly filed. If you advise the Lead Arranger in writing within a reasonable period of time (including by email) prior to dissemination that any of the foregoing items should be distributed only to Private Siders, then the Lead Arranger will not distribute such materials to Public Siders without your consent.

4.    Fees, Expenses and Indemnities.

(a)    You agree to pay the fees set forth in the fee letter addressed to you dated the date hereof from the Commitment Parties to you (the “Fee Letters”). If the Acquisition is consummated, you also agree to reimburse the Commitment Parties from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, the reasonable and documented fees, disbursements and other charges of counsel to the Lead Arranger and the Administrative Agent, and of any special and local counsel to the Commitment Parties retained by the Lead Arranger, and due diligence expenses, but limited to one counsel to the Administrative Agent and the Commitment Parties taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction (and, in the case of an actual or reasonably perceived conflict of interest where the Commitment Party affected by such conflict notifies you of the existence of such conflict, of another firm of counsel for each group of similarly affected Commitment Parties in each relevant jurisdiction)) incurred in connection with the Commitment Letter, the Fee Letter, the Term Loan Facility, the syndication thereof, the preparation of the Credit Documentation therefor and the other transactions contemplated hereby.

(b)    You also agree to indemnify and hold harmless each of the Commitment Parties, each other Lender and each of their affiliates and controlling persons, successors and assigns and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and reasonable and documented expenses (including, without limitation, the legal expenses of one firm of counsel for all Indemnified Parties, taken as a whole, and if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions (and, in the case of an actual or reasonably perceived conflict of interest where the Indemnified Party affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for each group of similarly affected Indemnified Parties in each relevant jurisdiction)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions or any of the other transactions contemplated herein or (b) the Term Loan Facility and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent (i) such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s (A) gross negligence or willful misconduct or (B) material breach of its obligations under this Commitment Letter; (ii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding in its capacity as an agent or arranger under the Term Loan Facility) as determined in a final, non-appealable judgment by a court of competent jurisdiction; or (iii) any settlement is entered into by such Indemnified Party without your written consent (such consent not to be unreasonably withheld, conditioned or delayed) but if there is a judgment of a court of competent jurisdiction in any such proceeding, or you consent to such settlement, you agree to indemnify and hold harmless such Indemnified Party in the manner set forth above. In the

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case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such Proceeding is brought by you, your equity holders or creditors, the Target or its subsidiaries, affiliates or equity holders, or an Indemnified Party (subject to (ii) above), whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transactions is consummated. It is further agreed that the Commitment Parties shall only have liability to you (as opposed to any other person), and that the Commitment Parties shall be severally liable solely in respect of their respective commitments to the Term Loan Facility, on a several, and not joint, basis with any other Lender. Notwithstanding any other provision of this Commitment Letter, no party hereto shall be liable to any other party for any indirect, special, punitive or consequential damages in connection with its activities relating to the Term Loan Facility; provided, however, that nothing contained in this sentence shall limit your indemnification and reimbursement obligations hereinabove to the extent such damages are included in any third-party claim in connection with which such Indemnified Party is otherwise entitled to indemnification or reimbursement hereunder. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(c)    You shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings against an Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceedings and (ii) does not include any statement as to any admission of fault by or on behalf of such Indemnified Party.

5.    Conditions to Financing. The Initial Lender’s commitment hereunder to fund the Term Loan Facility is subject solely to the following conditions: (a) since the date of the Acquisition Agreement, there shall not have been any Company Material Adverse Effect that is continuing, (b) the execution and delivery by the Borrower and the Guarantors of definitive documentation with respect to the Term Loan Facility consistent with this Commitment Letter and the Fee Letter (the “Credit Documentation”) and (c) the satisfaction of the other conditions set forth on Exhibit B. A “Company Material Adverse Effect” means a Company Material Adverse Effect (as defined in the Acquisition Agreement).

Notwithstanding anything in this Commitment Letter, any Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations the accuracy of which shall be a condition to the availability of the Term Loan Facility on the Closing Date shall be (a) the representations made by or with respect to the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or a subsidiary of yours has) the right (taking into account any applicable grace or cure provisions) to terminate your (or its) obligations under the Acquisition Agreement, or to decline to consummate the Offer (as defined in Exhibit A) or the First Merger (as defined in Exhibit A) pursuant to the Acquisition Agreement (in each case, in accordance with the terms thereof), as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below) and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Term Loan Facility on the Closing Date if the conditions set forth in this Section 5 are satisfied (or waived); it being understood that, if any lien on Collateral (as defined in Exhibit A) securing the Term

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Loan Facility does not attach or become perfected on the Closing Date after your use of commercially reasonable efforts to have such lien attach and become perfected (including your using commercially reasonable efforts to obtain any certificated equity securities of the Target and its subsidiaries to the extent required to be pledged under the Credit Documentation and delivering such certificated securities to the Administrative Agent on the Closing Date), such attachment or perfection will not constitute a condition precedent to the availability of the Term Loan Facility on the Closing Date, will not affect the size of the Term Loan Facility and will not result in a default under the Term Loan Facility, but will be required to be attached and/or perfected within 90 days after the Closing Date (subject to extensions as agreed to by the Administrative Agent in its reasonable discretion); provided that this clause (ii) will not limit the conditions that require the execution and delivery of a customary guarantee and security agreement pursuant to which the Administrative Agent is authorized to file customary “all assets” UCC-1 financing statements pursuant thereto or that require the delivery of any certificated securities representing the equity of the Target and its subsidiaries if delivered to you prior to the Closing Date pursuant to the terms of the Acquisition Agreement and constituting collateral, in each case with customary stock powers executed in blank.

For purposes hereof, “Specified Representations” means, in respect of the Borrower and each Guarantor, the representations and warranties contained in the Credit Documentation relating to corporate status, corporate power and authority to enter into the Credit Documentation, due authorization, execution, delivery and enforceability of the Credit Documentation, no conflicts under charter documents, the Existing ABL Credit Agreement (as amended, restated, amended and restated, or otherwise modified, replaced or refinanced prior to the Closing Date), the 2016 Notes (as defined in the Existing ABL Credit Agreement) or the 2017 Notes (as defined in the Existing ABL Credit Agreement) resulting from the execution, delivery and performance of the Credit Documentation, solvency of Parent and its subsidiaries on a consolidated basis as of the Closing Date (solvency to be defined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to Exhibit B), Federal Reserve margin regulations, the Investment Company Act, anti-money laundering laws and use of proceeds in violation of applicable anti-bribery, anti-corruption and sanctions laws (this paragraph, and the provisions herein, the “Certain Funds Provision”).

6.    Confidentiality and Other Obligations. This Commitment Letter (and the relevant exhibits and annexes thereto) and the Fee Letter and the contents hereof and thereof are confidential and may not be disclosed by you in whole or in part to any person or entity without our prior written consent except (i) on a confidential basis to any of your subsidiaries as to which this Commitment Letter has been assigned, and to your and their respective directors, officers, employees, accountants, attorneys and other professional advisors in connection with the Transactions, (ii) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent not prohibited by applicable law, to inform us promptly thereof prior to such disclosure), (iii) in the case of the Commitment Letter and the contents hereof (but not the Fee Letter and the contents thereof) as you may determine is reasonably advisable to comply with your obligations under securities and other applicable laws and regulations, (iv) to disclose the Commitment Letter (but not the Fee Letter) in any syndication or other marketing materials in connection with the Term Loan Facility or in connection with any public filing relating to the Transactions, (v) with respect to the Commitment Letter, on a confidential basis, to any rating agency, (vi) to disclose the aggregate fee amounts contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in marketing materials for the Term Loan Facility or in any public filing

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relating to the Transactions, (iv) this Commitment Letter and the Fee Letter (redacted in a customary manner reasonably satisfactory to us) may be disclosed on a confidential basis to the Target, its officers, directors, employees, agents, attorneys, accountants and advisors in connection with the Transactions and (vii) you may disclose the Term Sheet to any Additional Arranger to the extent in contemplation of appointing such Additional Arranger pursuant to the terms hereof and to any of such person’s affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors, controlling person and equity holders, in each case on a confidential and need to know basis. This paragraph shall terminate (except as to the Fee Letter) on the earlier of (i) the first anniversary of the date hereof and (ii) after the Commitment Letter has become publicly available as a result of disclosure in accordance with the terms of this paragraph.

The Commitment Parties shall use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Transactions and shall treat confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties agree to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties shall, except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation), (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this Commitment Letter by the Commitment Parties or any of its affiliates or any related parties thereto, (iv) to the Commitment Parties’ affiliates and the Commitment Parties’ and such affiliates’ directors, officers, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, (vii) to the extent that such information is independently developed by the Commitment Parties, (viii) to potential Lenders, participants or assignees or any hedge provider or prospective hedge provider (or their advisors); provided that the disclosure of any such information to any such parties shall be made subject to the acknowledgment and acceptance by such counterparty (and their advisors, as applicable) that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party) in accordance with customary market standards for dissemination of such type of information and (ix) to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties and the Lenders in connection with the administration and management of the Term Loan Facility; provided that such information referred to in this clause (ix) is limited to the existence of this Commitment Letter and information about the Term Loan Facility. This paragraph shall terminate on the earlier of the first anniversary of the date hereof and the effective date of the Credit Documentation.

As you know, each of DBSI and DBNY (each, together with its affiliates, a “Bank Group”) is a full service financial institution engaged, either directly or through its affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and

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other financial and non-financial activities and services globally. In the ordinary course of their various business activities, each Bank Group and funds or other entities in which such Bank Group invests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, each Bank Group may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments.

You acknowledge that the Commitment Parties or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. The Commitment Parties agree that they will not furnish confidential information obtained from you to any of their other customers and will treat confidential information relating to the Borrower, Parent, the Target and their respective affiliates with the same degree of care as they treat their own confidential information. The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Borrower, Parent, the Target or any of their respective affiliates that is or may come into the possession of the Commitment Parties or any of such affiliates.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) the Term Loan Facility and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (ii) the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) in connection with each transaction contemplated hereby and the process leading to such transaction, each of the Commitment Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party, (v) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters) and the Commitment Parties have no obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

As you know, DBSI has been retained by you (or one of your affiliates) as financial advisor (each in such capacity, a “Financial Advisor”) in connection with the Acquisition and the related transactions. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other.

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You further acknowledge that DBNY and/or certain of its affiliates currently are acting as lenders under the Existing ABL Credit Agreement, and your and your subsidiaries’ rights and obligations under any other agreement with DBNY or any of its affiliates (including the Existing ABL Credit Agreement) that currently exist or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by DBNY’s performance or lack of performance of services hereunder. You hereby agree that DBNY may render its services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and you agree that you will not claim any conflict of interest relating to the relationship between DBNY and you and your affiliates in connection with the commitments and services contemplated hereby, on the one hand, and the exercise by DBNY or any of its affiliates of any of their rights and duties under any credit agreement or other agreement (including the Existing ABL Credit Agreement) on the other hand.

The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “U.S.A. Patriot Act”), each of them is required to obtain, verify and record information that identifies the Borrower and each Guarantor (if any) which information includes the Borrower’s and such Guarantor’s name and address and other information that will allow the Commitment Parties, as applicable, to identify the Borrower and such Guarantor in accordance with the U.S.A. Patriot Act, and that such information may be shared with Lenders. In addition, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined below), the Administrative Agent and each Lender may request a beneficial ownership certification with respect to the Borrower pursuant to the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”). You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

7.    Survival of Obligations. The provisions of Sections 2, 3, 4, 6, 7 and 8 hereof shall remain in full force and effect regardless of whether any Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties hereunder, except that the provisions of paragraphs 2 and 3 shall not survive if the commitments and undertakings of the Commitment Parties are terminated prior to the effectiveness of the Term Loan Facility, and provided that the indemnification and expense reimbursement provisions contained in the Credit Documentation shall supersede your indemnification and expense reimbursement provisions obligations hereunder to the extent covered thereby. Subject to the preceding sentence, you may terminate this Commitment Letter (or a portion of the commitments hereunder, in whole or in part) upon written notice to the Initial Lender at any time.

8.    Miscellaneous. This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter or the Fee Letter.

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This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that (a) the interpretation of the definition of a Target Material Adverse Effect and whether or not a Target Material Adverse Effect has occurred, (b) whether the Acquisition has been consummated as contemplated by the Acquisition Agreement and (c) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you (or your applicable subsidiaries) have the right to terminate your (or their) obligations, or to decline to consummate the Offer or the First Merger, under the Acquisition Agreement, shall be determined pursuant to the Acquisition Agreement, which is governed by, and enforced pursuant to, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each party hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions and the other transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof or thereof. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter, the Transactions and the other transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

This Commitment Letter, together with the Fee Letter and each other written agreement among us referenced herein, embodies the entire agreement and understanding among the parties hereto and your affiliates with respect to the Term Loan Facility and supersedes all prior agreements and understandings relating to the subject matter hereof. No party has been authorized by the Commitment Parties to make any oral or written statements that are inconsistent with this Commitment Letter. Neither this Commitment Letter (including the attachments hereto) nor the Fee Letter may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto.

Neither this Commitment Letter nor the Fee Letter may be assigned by you except as separately agreed between you and us, without our prior written consent (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Indemnified Parties).

Any and all services to be provided by the Commitment Parties hereunder may be performed and any and all rights of the Commitment Parties hereunder may be exercised by or through any of their respective affiliates or branches and, in connection with such performance or exercise, the Commitment Parties may exchange with such affiliates or branches information concerning you and your affiliates that may be the subject of the transactions contemplated hereby (subject to Section 6 above) and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to the Commitment Parties hereunder.

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Please indicate your acceptance of the terms of the Term Loan Facility set forth in this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 11:59 p.m. (New York City time) on January 13, 2020 whereupon the undertakings of the parties with respect to the Term Loan Facility shall become effective to the extent and in the manner provided hereby. This offer shall terminate with respect to the Term Loan Facility if not so accepted by you at or prior to that time. Thereafter, all commitments and undertakings of each Commitment Party hereunder will expire on the earliest of (a) 11:59 p.m. (New York City time) on the date that is five (5) business days after the End Date (as defined in the Acquisition Agreement as in effect as of the date hereof), (b) the closing of the Acquisition without drawing on the Term Loan Facility, (c) [reserved], (d) the date that the Acquisition Agreement is validly terminated by you (or any of your affiliates) or expires in accordance with the terms thereof and (e) the date on which the Planned Disposition is consummated [***].

Each of the parties hereto agrees that this Commitment Letter and the Fee Letter referenced herein are binding and enforceable agreements with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Term Loan Facility and the Initial Lender’s commitment thereto is subject to satisfaction of the conditions in Section 5 above, subject to the Certain Funds Provision.

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We are pleased to have the opportunity to work with you in connection with this important financing.

SIGNATURE PAGE TO COMMITMENT LETTER (PROJECT FIRST)

SIGNATURE PAGE TO COMMITMENT LETTER (PROJECT FIRST)

EXHIBIT A

SUMMARY OF TERMS AND CONDITIONS

TERM LOAN FACILITY

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit A is attached.

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A-1

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A-2

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A-3

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A-4

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A-5

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A-6

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A-7

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A-8

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A-9

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A-10

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A-11

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A-12

ANNEX I

TO EXHIBIT A

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Exhibit B-1

EXHIBIT B

CONDITIONS PRECEDENT TO CLOSING,

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit B is attached.

The initial borrowing under the Term Loan Facility will be subject to the following additional conditions precedent, in each case subject to the Documentation Principles and the Certain Funds Provisions:

(i)    The Offer and the First Merger shall be consummated substantially concurrently with the initial funding under the Term Loan Facility, in all material respects, in accordance with the Acquisition Agreement, and the Acquisition Agreement shall not have been amended or modified, and no condition shall have been waived or consent granted, in any respect that is materially adverse to the Initial Lender (in its capacity as such) without the Lead Arranger’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); it being understood and agreed that (w) any modification, consent, waiver or amendment to the definition of “Company Material Adverse Effect” in the Acquisition Agreement without the prior written consent of the Lead Arranger, (x) any modification of the definition of “Minimum Condition” (as defined in Annex I to the Acquisition Agreement as in effect on the date hereof), (y) any decrease in the Acquisition Consideration where such decrease is not applied to reduce the Term Loan Facility on a dollar-for-dollar basis and (z) any increase in Acquisition Consideration that is not funded with equity, cash on hand of Parent or its subsidiaries or by a draw under the ABL Facility, shall in each case be deemed to be materially adverse to the Initial Lender.

(ii)    The Lead Arranger shall have received Cott Corporation’s (x) U.S. GAAP audited consolidated balance sheets and related statements of income, equity and cash flows for the fiscal years ended (1) December 31, 2016, 2017 and 2018 and (2) to the extent the Closing Date is 90 days after December 31, 2019, December 31, 2019 and (y) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows for (1) each of the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 and (2) each additional fiscal quarter (other than the fiscal quarter ending 12/31/19) ending at least 45 days before the Closing Date (it being understood that the filing with the Securities and Exchange Commission by Cott Corporation of any of the foregoing financial statements shall satisfy the requirements of this paragraph (ii), and the Lead Arranger hereby acknowledges receipt of the foregoing financial statements described in clause (x)(1) and (y)(1)).

(iii)    The Lead Arranger shall have received a pro forma unaudited consolidated balance sheet as of the most recent balance sheet date as required to be delivered pursuant to paragraph (ii) above prepared after giving effect to the Transactions as if the Transactions had occurred as of the most recent date of the balance sheet required pursuant to paragraph (ii) above, which pro forma financial statements shall not be

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Exhibit B-1

required to meet the requirements of Regulation S-X under the Securities Act or other accounting rules and regulations of the SEC promulgated thereunder (including applying purchase method of accounting).

(iv)     (A) the Administrative Agent shall have received customary legal opinions, corporate organizational documents and good standings, resolutions, an officer’s certificate certifying as to the accuracy of the Specified Representations consistent with clause (C) below and a borrowing notice, (B) the Acquisition Agreement Representations shall be true and correct to the extent required by the definition thereof and (C) the Specified Representations shall be true and correct in all material respects as of the Closing Date (or, to the extent such representation refers to an earlier period or date, as of such earlier period or date).

(v)    The Administrative Agent shall have received a certificate from the chief financial officer, treasurer or other financial officer of the Borrower, in the form set forth on Annex I to this Exhibit B.

(vi)    The Lead Arranger, the Administrative Agent and the Lenders shall have received all fees and expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter or other written agreement, and with respect to expenses, for which invoices have been presented at least three business days prior to the Closing Date.

(vii)    The Lead Arranger shall have received, at least three business days prior to the Closing Date, (A) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S.A. Patriot Act and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate, in each case to the extent requested by any Lender through the Administrative Agent at least ten business days prior to the Closing Date.

(viii)    The Refinancing shall have been consummated, or substantially simultaneously with the initial borrowing under the Term Loan Facility shall be consummated.

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Exhibit B-2

ANNEX I

TO EXHIBIT B

FORM OF SOLVENCY CERTIFICATE

[DATE]

This Solvency Certificate is delivered pursuant to Section [●] of the Credit Agreement dated as of [                ], 201[    ], among [                ] (the “Credit Agreement’). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby certifies, solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:

As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of Parent and its subsidiaries on a consolidated basis, will be in excess of the total amount of its debts (including contingent liabilities); (ii) the present fair saleable value of the assets of Parent and its subsidiaries on a consolidated and going concern basis will be greater than the probable liability of Parent and its subsidiaries on a consolidated basis on their existing debts as such debts become absolute and matured; (iii) Parent and its subsidiaries on a consolidated basis will be will be able to pay its debts (including contingent debts and other commitments) as they mature; and (iv) Parent and its subsidiaries on a consolidated basis has capital sufficient to carry on its business as conducted and are proposed to be conducted following the Closing Date.

For purposes of this certificate, the amount of any contingent liability shall be computed as the amount that, in 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.

This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Chief Financial Officer] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

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Annex I to Exhibit B-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

Annex I to Exhibit B-2