AMENDMENT NO. 1 TO STRATEGIC ALLIANCE AGREEMENT

Exhibit 10.3

AMENDMENT NO. 1 TO STRATEGIC ALLIANCE AGREEMENT

This Amendment No. 1 to Strategic Alliance Agreement (this “Amendment”), effective as of March 13, 2017 (the “Amendment Effective Date”), is entered into by and between PRIMO WATER CORPORATION, a Delaware corporation (“Primo”), and DS SERVICES OF AMERICA, INC., a Delaware corporation f/k/a DS Waters of America, Inc. (“DSW”).

BACKGROUND

WHEREAS, Primo and DSW entered into a Strategic Alliance Agreement, dated as of November 12, 2013 (the "Original Agreement");

WHEREAS, Primo and DSW desire to extend the term of the Original Agreement and to amend the Original Agreement to reflect certain changed conditions and the new understanding between the parties as set forth below; and

WHEREAS, pursuant to Section 25 of the Original Agreement, the amendments contemplated by the parties must be contained in a written agreement signed by each party.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows:

AGREEMENT

“Reconciliation Balance” shall mean, for each Customer that makes payments to Primo based upon the Bottles scanned in their point of sale systems (a “SBT Customer”), (A) the difference between (i) the number of Bottles of Product delivered by or on behalf of DSW to such SBT Customer for any given period, and (ii) the number of Bottles of Product for which Primo receives full payment from such SBT Customer for such period, times (B) the payment rate per Bottle as set forth on Schedule E.

“Term. This Agreement shall commence on the Effective Date specified above, and shall, unless earlier terminated pursuant to the provisions hereof, continue until December 31, 2025 (“Initial Term”), when it shall either be terminated pursuant to the provisions hereof, or, unless so terminated, be automatically renewed for one (1) or more successive seven (7) year terms (“Renewal Terms”), each of which shall be subject to the termination and all other provisions hereof (collectively the “Term”).”

(v)     Service Incentive. Primo shall pay to DSW, quarterly, a service incentive (the “Service Incentive”) for year to date performance based on DSW’s Service Score and the resulting Price Per Bottle Incentive (as defined on Schedule J). The maximum Service Incentive Primo shall pay is $0.05 per Bottle. The calculation for the Service Incentive is set forth on Schedule J. If the full year score measured at the end of any particular year is below 92%, the amount of any Service Incentive actually paid to DSW for any previous quarters during such year will be deemed forfeited and deducted by Primo from any amounts due to DSW.

26.      Notices. Any notices required hereunder shall be sent by e-mail followed by a “hard copy” via overnight mail to the parties as follows (or to such other address as may be specified by either party to the other party in accordance with this Section 26):

[Remainder of Page Intentionally Left Blank]

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

4