Transaction Agreement, dated as of May 6, 2018 by and between Starbucks Corporation and Nestle S.A

Article I Definitions

Article II Purchase and Sale

2.01

2.02

2.03

2.04

2.05

2.06

2.07

2.08

2.09

2.10

Article III Closing

3.01

3.02

Article IV Representations and Warranties of Seller

4.01

4.02

4.03

4.04

4.05

4.06

4.07

4.08

4.09

4.10

4.11

4.12

4.13

4.14

4.15

4.16

4.17

4.18

4.19

4.20

4.21

4.22

Article V Representations and Warranties of Buyer

5.01

5.02

5.03

5.04

5.05

5.06

5.07

Article VI Covenants

6.01

6.02

6.03

6.04

6.05

6.06

6.07

6.08

6.09

6.10

6.11

6.12

6.13

6.14

6.15

6.16

Article VII Conditions to Closing

7.01

7.02

7.03

Article VIII Termination

8.01

8.02

8.03

Article IX Survival; Indemnification

9.01

9.02

9.03

9.04

9.05

9.06

9.07

9.08

9.09

Article X Miscellaneous

10.01

10.02

10.03

10.04

10.05

10.06

10.07

10.08

10.09

10.10

10.11

10.12

Exhibits and Annexes

Exhibit A

Form of Master Supply, Distribution and Licensing Agreement

Exhibit B

Form of Bill of Sale

Exhibit C

Form of Assignment and Assumption Agreement

Exhibit D

Form of Assignment and Assumption of Lease

Annex A

Agreed Form 8594

Annex B

Transition Services

Annex C

Illustrative Cost Estimate

all Contracts that exclusively relate to the Business, including the Contracts set forth on Section 2.01(a) of the Seller Disclosure Schedules, and the Leases (collectively, the Assigned Contracts);

all furniture, fixtures, equipment, supplies, machinery and other tangible personal property to the extent used, or held for use, exclusively in the Business (the Tangible Personal Property);

all Leased Real Property;

all of Seller’s and its Affiliates’ rights under warranties, indemnities, Encumbrances and all similar rights against third parties to the extent related, any other Purchased Assets or any Assumed Liabilities;

all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees exclusively related to any Purchased Assets or any Assumed Liabilities;

copies of all books and records, including books of account, ledgers and general, financial and accounting records, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, sales material and records and marketing and promotional surveys, material and research and all other similar materials that, in each case, exclusively relate to the Business (Books and Records);

all Permits set forth on Section 2.01(g) of the Seller Disclosure Schedules and any other Permits held by the Seller or its Affiliates that exclusively relate to the Business, any Purchased Assets or any Assumed Liabilities;

all rights, claims, credits, or causes of action or rights of setoff against third parties, in each case, exclusively relating to any Purchased Assets or any Assumed Liabilities and, in each case, arising after the Closing;

any insurance proceeds that are actually received from third-party insurance providers arising out of any Loss or casualty with respect to (A) any asset that will be or would be, if held by Seller or its Affiliates on the Closing Date, a Purchased Asset or (B) any Assumed Liability;

to the extent legally transferrable, copies of all personnel, employee compensation and benefits records and files to the extent relating to Transferred Employees;

the Inventory;

all Universal Product Codes for the products of the Business; and

to the extent not otherwise described in clauses (a) through (l) above, all other assets of the Seller and its Affiliates (other than the Excluded Assets) to the extent used exclusively in or held for use exclusively in the Business.

all cash and cash equivalents, bank accounts and securities of Seller or its Affiliates;

all Contracts that are not Assigned Contracts;

all Intellectual Property;

the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller and its Affiliates, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees and any other books and records which Seller and its Affiliates are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain;

all insurance policies of Seller and its Affiliates and all rights to applicable claims and proceeds thereunder, other than the right to proceeds actually received as described in Section 2.01(i);

all Benefit Plans and trusts or other assets attributable thereto;

all Tax assets (including duty and Tax refunds and prepayments) of Seller or any of its Affiliates;

except as set forth in Section 2.01(h), all rights to any action, suit or claim of any nature available to or being pursued by Seller and its Affiliates, whether arising by way of counterclaim or otherwise;

all assets, properties and rights used by Seller and its Affiliates in their respective businesses other than the Business;

all rights and interests of Seller and its Affiliates, which exist in all jurisdictions throughout the world, that are the subject of, are to be granted under, or accrue or will accrue to Seller or its Affiliates under the Transaction Documents, which rights and interests shall be provided to Buyer, if at all, pursuant to the applicable Transaction Documents;

all accounts receivable, trade receivables, other receivables and other current assets (other than any current assets expressly included in Section 2.01(e) and Section 2.01(k)) of Seller and its Affiliates; and

all desktop and laptop computers, servers, printers, routers, firewalls, copiers, scanners, telephones, tablets, audio-visual equipment and all other information technology equipment hardware owned by Seller and used in connection with the Business and not located at a Leased Real Property.

all liabilities and obligations arising under or relating to the Assigned Contracts;

any liabilities assumed pursuant to Section 6.03;

all liabilities and obligations for (i) Taxes to the extent relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending after the Closing Date and (ii) Taxes for which Buyer is liable pursuant to Section 6.11;

all other liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business and the Purchased Assets on or after the Closing; and

all liabilities and obligations of Seller and its Affiliates set forth on Section 2.03(e) of the Seller Disclosure Schedules.

any liabilities or obligations arising out of or relating to Seller’s and its Affiliates’ ownership or operation of the Business and the Purchased Assets prior to the Closing Date, whether arising prior to, at or after the Closing, including in respect of all Proceedings to the extent relating to actions or omissions occurring prior to the Closing;

any liabilities or obligations relating to or arising out of the Excluded Assets;

except as provided in Section 6.11, any liabilities or obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing Date and (ii) any Taxes of Seller or Affiliates of Seller not relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period (collectively, Excluded Taxes);

any liabilities and obligations arising under or related to the Benefit Plans (or to any other benefit plan, including any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), any “pension plan” (within the meaning of Section 1 of the Pension Benefits Act (Ontario) or another applicable Law of provincial or federal jurisdiction) or a plan which is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, retiree medical or life plan, any time maintained or contributed to by Seller, its Affiliates or ERISA Affiliates), other than any liabilities assumed pursuant to Section 6.03 (with the exception that liabilities that transfer by operation of article 10(2) of the Transfer Regulations accrued on or prior to the Closing Date shall not be treated as assumed pursuant to Section 6.03);

any liabilities or obligations of Seller, its Affiliates or ERISA Affiliates (other than any liabilities assumed pursuant to Section 6.03) which relate to (i) the Employees, their beneficiaries or dependents, that arise, are incurred, or in any way relate to the period up to and including the Closing Date, or (ii) any of their other employees or service providers, regardless when they arise or are incurred;

any liabilities or obligations of Seller or its Affiliates arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others;

any liabilities or obligations for Indebtedness of Seller and its Affiliates;

any liabilities or obligations in respect of all accounts payable, trade payables other payables and other current liabilities of Seller and its Affiliates;

any amount owed (whether payable prior to, at or after the Closing) by Seller or any of its Affiliates to current or former directors, officers, consultants or employees of Seller or any of its Affiliates (including the Employees) as a result of and contingent solely on the consummation of the transactions contemplated by this Agreement, including employee bonuses, change-in-control payments, severance payments or similar payments, and the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing payments; and

any liabilities or obligations relating to coupons relating to the products of the Business issued by Seller and its Affiliates prior to the Closing and all amounts payable under the Trade Programs in respect of the products of the Business sold prior to the Closing Date.

The aggregate consideration for the Purchased Assets shall consist of:

the payment by Buyer of an amount equal to $330,000,000, plus, if the Inventory Book Value exceeds the Target Inventory Book Value, the amount by which the Inventory Book Value exceeds the Target Inventory Book Value, or minus, if the Inventory Book Value is less than the Target Inventory Book Value, the amount by which the Inventory Book Value is less than the Target Inventory Book Value (after such adjustment, collectively, the Purchase Price); and

the assumption of Assumed Liabilities.

At the Closing, in accordance with Section 3.02(b)(i), the Estimated Purchase Price shall be paid by wire transfer of immediately available funds to the account(s) designated in writing by Seller to Buyer (which designation shall be made no later than five Business Days prior to the Closing Date).

The Parties agree that any Indirect Taxes applicable to the consideration referred to above in Section 2.05(a) will be invoiced and paid for as provided for under Section 6.12.

Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.07, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement (or an Affiliate of a party to this Agreement), including any Governmental Authority, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided that subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, for a period of at least 12 months, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 6.11.

To the extent that any Purchased Asset or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and Seller shall use commercially reasonable efforts to enter into mutually agreeable arrangements (such as subleasing, sublicensing or subcontracting) to provide to the Parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto, and to otherwise put Seller and Buyer (and their respective Affiliates) in the position they would have been in had such Purchased Asset or Assumed Liability been transferred at the Closing. Buyer shall, as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under Law, Seller shall hold such Purchased Asset in trust for Buyer and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.07 shall not apply to any consent or approval required under any Antitrust Laws, which consent or approval shall be governed exclusively by Section 6.05.

Buyer shall, as soon as practicable, and in any event no later than 45 days after the Closing Date, prepare and deliver to Seller a statement (the Initial Closing Statement) setting forth Buyer’s good faith calculation of the Inventory Book Value and, based thereon, its good faith calculation of the Purchase Price. Buyer shall prepare the Initial Closing Statement in accordance with this Agreement, GAAP and the principles used to prepare the Financial Statements (in each case, to the extent consistent with GAAP).

Seller will be entitled to review the Initial Closing Statement during the 45-day period beginning on the date Buyer delivers the Initial Closing Statement. During such 45-day period, Seller and Seller’s Representatives will be afforded reasonable access to work papers prepared by Buyer or Buyer’s Representatives to the extent they relate to the Initial Closing Statement or to such historical financial information relating to the Initial Closing Statement as Seller may request, and will be entitled to meet with Representatives of Buyer on a mutually convenient basis in order to obtain and discuss such information, subject to Seller’s execution of customary confidentiality letters and release letters reasonably satisfactory to Buyer and its Representatives. Buyer shall use its, and shall cause its Affiliates to use their, commercially reasonable efforts to cause any such Representatives to cooperate with and respond to all reasonable inquiries made by Seller. At or prior to the end of such thirty 45-day period, Seller shall either:

deliver a notice to Buyer confirming that no adjustments are proposed by Seller to Buyer’s calculation of the Inventory Book Value and, based thereon, the Purchase Price, as set forth on the Initial Closing Statement (a Notice of Acceptance), after which, the Initial Closing Statement and the calculation of the Purchase Price as set forth in the Initial Closing Statement shall be final and binding on the Parties as the Final Inventory Book Value, the Final Closing Statement and Final Purchase Price, respectively; or

deliver a written notice to Buyer to the effect that Seller believes that Buyer’s calculation of Inventory Book Value and, based thereon, the Purchase Price, as set forth on the Initial Closing Statement contains mathematical errors or is otherwise not in accordance with the terms of this Agreement (a Notice of Disagreement), and specifying in reasonable detail and accompanied by supporting calculations and documentation, the nature of such mathematical errors or non-compliance with the terms of this Agreement and the resulting adjustments including each specific amount that, in Seller’s view, should be made to the calculation of Inventory Book Value and, based thereon, the Purchase Price in order to comply with this Agreement (collectively, the Proposed Adjustments); provided that any item in the Initial Closing Statement that is not disputed in the Notice of Disagreement shall be final and binding on the Parties for the purposes of determining the Final Inventory Book Value, the Final Closing Statement and Final Purchase Price hereunder;

If there are any Proposed Adjustments, Buyer shall, no later than 30 days after Buyer’s receipt of the Notice of Disagreement, notify Seller whether Buyer accepts or rejects each such Proposed Adjustment; provided that if Buyer fails to notify Seller of its acceptance or rejection of any Proposed Adjustment within such 30-day period, then such Proposed Adjustments shall be deemed accepted by Buyer and the Initial Closing Statement and the calculation of the Purchase Price as set forth in the Initial Closing Statement shall be adjusted for such Proposed Adjustment, together with any Unresolved Adjustments as determined in accordance with this Section 2.10(c), in determining the Final Inventory Book Value, the Final Closing Statement and Final Purchase Price, respectively. Thereafter, Seller and Buyer shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the Unresolved Adjustments, and the aggregate difference between the Parties’ respective calculations of the Purchase Price resulting from the Unresolved Adjustments, the Unresolved Balance) within 30 days after Buyer’s notice to Seller of its rejection of any Proposed Adjustments (or such longer period as the Parties may mutually agree in writing), then, at the request of either Seller or Buyer, the Unresolved Adjustments will be jointly submitted for arbitration to a mutually agreed nationally recognized firm with accounting expertise and relevant experience in resolving similar purchase price adjustment disputes (the Accounting Firm), and the Parties will enter into an engagement letter if requested by the Accounting Firm. The Parties shall mutually determine the procedures with respect to the resolution of the Unresolved Adjustments; provided that if the Parties do not reach an agreement on such process within 10 Business Days of the engagement of the Accounting Firm, then the Accounting Firm shall, within the subsequent 10 Business Days, unilaterally determine such procedures and inform the Parties in writing of such procedures. The scope of the review by the Accounting Firm will be limited to: (i) a disposition of the Unresolved Adjustments through a strict application of the terms of this Agreement, GAAP and the principles used to prepare the Financial Statements (in each case, to the extent consistent with GAAP); (ii) based on its determination of the matters described in clause (i) and all items and amounts that were previously accepted or agreed upon or deemed agreed upon by the Parties in accordance with this Section 2.10, as applicable, a calculation of the Inventory Book Value and, based thereon, the Purchase Price; and (iii) an allocation of the fees and expenses of the Accounting Firm determined in accordance with the formula specified below in this Section 2.10(c). No Party will disclose to the Accounting Firm, and the Accounting Firm will not consider for any purpose, any settlement discussions or offers made by any Party with respect to the Unresolved Adjustments or otherwise unless expressly agreed to by both Parties in writing. In no event shall either Party or its Representatives have any ex parte communications or meetings with the Accounting Firm without the prior written consent of the other Party. The Accounting Firm shall not be entitled to, and the

Parties shall not individually request the Accounting Firm to, (A) make any determination other than as set forth above, (B) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in Buyer’s Initial Closing Statement or Seller’s Notice of Disagreement, (C) undertake any independent investigation of the facts relating to the Unresolved Adjustments or (D) make any determination of the legal interpretation of this Agreement. The Accounting Firm will be instructed to render, as promptly as practicable and, if at all possible, within 30 days after such submission of the Unresolved Adjustments to the Accounting Firm, its written decision resolving the matters submitted to it, which written decision will include a worksheet setting forth the reason for each Unresolved Adjustment determination, the material calculations used to determine the Accounting Firm’s ruling including the calculation of Inventory Book Value and Final Purchase Price, and the allocation of its fees and expenses. The determination of the Purchase Price by the Accounting Firm and the statement prepared by the Accounting Firm setting forth such determination will, absent manifest error, be final and binding on the Parties as the Final Inventory Book Value, the Final Purchase Price and the Final Closing Statement, respectively, and judgment may be entered upon such determination and statement in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.10(c) shall be borne by Buyer, on the one hand, and Seller, on the other hand, as determined by the Accounting Firm based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total value of each party’s respective position in relation to the total amount of the Unresolved Balance. For purposes of illustration only, if the Unresolved Balance is $100, and the written determination of the Accounting Firm states that $80 of the Unresolved Balance is resolved in Buyer’s favor and $20 of the Unresolved Balance is resolved in Seller’s favor, Buyer would bear 20% of the Accounting Firm’s costs and expenses, on the one hand, and Seller would bear 80% of such costs and expenses, on the other hand. All other fees, expenses, and costs incurred by a Party or its Representatives in connection with this Section 2.10 shall be borne by such Party.

If the Final Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller, by wire transfer of immediately available funds to the account or accounts Seller designates in writing to Buyer, an amount in cash equal to such difference. If the Final Purchase Price is less than the Estimated Purchase Price, then Seller shall pay to Buyer, by wire transfer of immediately available funds to the account or accounts Buyer designates in writing to Seller, an amount in cash equal to such difference. In either case, such payment shall be made within five Business Days after the date on which the Final Purchase Price becomes final and binding pursuant to this Section 2.10. If the Final Purchase Price is equal to the Estimated Purchase Price, then neither Party shall be required to make a further payment pursuant to this Section 2.10.

In addition to the payment made pursuant to Section 2.10(d), concurrently with making such payment (if the payment is to be made by Buyer) or no later than the Business Day following such payment (if the payment is to be made by Seller), Buyer shall pay to Seller, by wire transfer of immediately available funds to the account or accounts Seller designates in writing to Buyer, an amount equal to the Final Inventory Book Value multiplied by 0.125.

The Parties shall treat any payments made pursuant to this Section 2.10 as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

At the Closing, Seller shall deliver to Buyer the following:

the MSDLA, duly executed by Seller and Seller’s applicable Affiliates party thereto, if any;

the Initial Trademark License Agreements, duly executed by Seller (or Seller’s applicable Affiliates);

the Initial Supply and Distribution Agreements, duly executed by Seller (or Seller’s applicable Affiliates);

a bill of sale in the form of Exhibit B hereto (the Bill of Sale), duly executed by Seller (or Seller’s applicable Affiliates), transferring the Tangible Personal Property to Buyer (or Buyer’s applicable Affiliates);

an assignment and assumption agreement in the form of Exhibit C hereto (the Assignment and Assumption Agreement), duly executed by Seller (or Seller’s applicable Affiliates), effecting the assignment to and assumption by Buyer (or Buyer’s applicable Affiliates) of the Purchased Assets and the Assumed Liabilities;

with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit D (each, an Assignment and Assumption of Lease), duly executed by Seller (or Seller’s applicable Affiliate);

the Transition Services Agreement, duly executed by Seller (or Seller’s applicable Affiliate);

the Seller Closing Certificate;

if applicable, the Foreign Implementing Agreements, duly executed by Seller (or Seller’s applicable Affiliates); and

a certificate of non-foreign status duly executed by Seller substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B).

At the Closing, Buyer shall deliver to Seller the following:

pursuant to Section 2.05(b) and Section 2.09, the Estimated Purchase Price;

pursuant to Section 2.01 of the MSDLA, the Effective Date Payment (as defined therein) by wire transfer of immediately available funds to the account(s) designated by Seller to Buyer no later than five Business Days prior to the Closing Date;

the MSDLA, duly executed by Buyer and Buyer’s applicable Affiliates party thereto, if any;

the Initial Trademark License Agreements, duly executed by Buyer (or Buyer’s applicable Affiliates);

the Initial Supply and Distribution Agreements, duly executed by Buyer (or Buyer’s applicable Affiliates);

the Bill of Sale, duly executed by Buyer (or Buyer’s applicable Affiliates);

the Assignment and Assumption Agreement, duly executed by Buyer (or Buyer’s applicable Affiliates);

with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer (or Buyer’s applicable Affiliate);

the Transition Services Agreement, duly executed by Buyer (or its applicable Affiliates);

the Buyer Closing Certificate; and

if applicable, the Foreign Implementing Agreements, duly executed by Buyer (or Buyer’s applicable Affiliates).

The execution, delivery and performance by Seller or its Affiliates (as applicable) of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) result in a violation or breach of any provision of the certificate of

incorporation, by-laws or other applicable organizational documents of Seller or such Affiliate; (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or its Affiliates, the Business or the Purchased Assets; or (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any Material Contract; except in the cases of clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration or failure to give notice would not reasonably be expected to prevent or materially impair or materially delay the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or its Affiliates in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for: (i) such filings as may be required under the HSR Act; (ii) the filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; (iii) the consents, notices or other actions set forth in Section 4.03(b)(iii) of the Seller Disclosure Schedules; and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not, individually or in the aggregate, reasonably be expected to be material to the Business.

Set forth on Section 4.04(a) of the Seller Disclosure Schedules are the unaudited statements of income of the Business as operated in the U.S. and Canada, for the fiscal years ended September 27, 2015, October 2, 2016 and October 1, 2017 (the NA Financial Statements). Except as disclosed therein and subject to the agreed-upon methodologies used in the preparation thereof (as attached thereto), the NA Financial Statements present fairly, in all material respects, the results of operation of the Business for the respective periods covered thereby. The NA Financial Statements were derived, in all material respects, from the books and records of Seller and its Affiliates, which books and records have been maintained in accordance with reasonable business practices for the purpose of being consolidated into the Seller’s consolidated financial statements for the respective periods that were prepared in accordance with GAAP.

Set forth on Section 4.04(b) of the Seller Disclosure Schedules are the unaudited statements of income of the Business as operated in all jurisdictions other than the U.S. and Canada for the fiscal years ended September 27, 2015, October 2, 2016 and October 1, 2017 (the ROW Financial Statements and, together with the NA Financial Statements, the Financial Statements). Except as disclosed therein and subject to the agreed-upon methodologies used in the preparation thereof (as attached thereto), the ROW Financial Statements present fairly, in all material

respects, the results of operation of the Business for the respective periods covered thereby. The ROW Financial Statements were derived, in all material respects, from the books and records of Seller and its Affiliates, which books and records have been maintained in accordance with reasonable business practices for the purpose of being consolidated into the Seller’s consolidated financial statements for the respective periods that were prepared in accordance with GAAP.

The Business does not have any liabilities except: (i) liabilities that are Assumed Liabilities, (ii) liabilities that have arisen since October 1, 2017 in the ordinary course of business; (iii) liabilities disclosed on Section 4.04(c) of the Seller Disclosure Schedules; and (iv) liabilities which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as expressly contemplated by this Agreement, since December 31, 2017, Seller has operated the Business in the ordinary course of business consistent, in all material respects, with past practice.

Since December 31, 2017 through the date of this Agreement, there has not been any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.06(a) of the Seller Disclosure Schedules lists each of the following Contracts that are primarily used in or related to, or primarily arise out of, the Business, the Purchased Assets or the Assumed Liabilities (together with all Leases, the Material Contracts):

all Contracts involving aggregate consideration in excess of $2,000,000 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled without penalty or on less than 90 days’ notice;

any Contract with (A) any supplier of goods or services that has resulted in or that Seller expects to result in expenditures by the Business of more than $1,000,000 in 2017 or 2018 or (B) any customer that has resulted in or that Seller reasonably expects to result in sales by the Business of more than $2,000,000 in 2017 or 2018;

any Contract related to the Business with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency, or other Person engaged in sales, distribution, or promotional activities or any other Contract providing for commissions, in each case, that has resulted in or that Seller reasonably expects to result in expenditures by the Business of more than $1,000,000 in 2017 or 2018;

all Contracts that relate to the sale of any of the Purchased Assets, other than Inventory and Tangible Personal Property in the ordinary course of business, for consideration in excess of $1,000,000;

all executory Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $2,000,000;

except for agreements relating to trade receivables, all Contracts relating to indebtedness (including guarantees), in each case having an outstanding principal amount in excess of $1,000,000;

all Contracts relating to the placing of an Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets;

any lease for tangible personal property providing for rental payments in excess of $1,000,000 in any fiscal year or $5,000,000 in the aggregate;

any Contract that expressly limits, in any material respect, the freedom of the Business to compete with any Person or in any geographical area;

any commitment to make any material capital expenditures to the extent binding on the Business;

any Contract relating to any joint venture, partnership, strategic alliance, profit sharing or similar relationship;

any Contract that contains a “most favored nation”, exclusivity, right of first offer, right of first refusal, requirements, “take or pay”, termination fee or similar provision, which, in each case, cannot be cancelled without penalty or on less than 90 days’ notice;

all collective bargaining agreements or Contracts with any labor organization, union or association;

any Contract which materially restricts the use of Intellectual Property; and

all Contracts, the loss or termination of which would be reasonably likely to have a Material Adverse Effect.

Seller has provided to Buyer a true and correct copy of each of the Material Contracts. Except as would not be material to the Business, each Material Contract is in full force and effect and constitutes a legal, valid, and binding obligation of the Seller or its Affiliates, enforceable against such party and, to Seller’s Knowledge, binding on and enforceable against any other party thereto, in accordance with its terms. Except as would not be material to the Business, neither the Seller, nor its Affiliates, nor, to Seller’s Knowledge, any other party to a Material Contract is in breach of, or default under, any Material Contract in any material respect.

Seller or one of its Affiliates has good and valid title to, a valid leasehold interest in or the legal right to use all Purchased Assets to be transferred to Buyer at the Closing, free and clear of Encumbrances except for Permitted Encumbrances.

Assuming the receipt of the consents, approvals, Permits, Governmental Orders, declarations or filings referred to in Section 4.03(b)(i), Section 4.03(b)(ii) and Section 4.03(b)(iii), the Purchased Assets together with (i) the Employees transferred or made available to Buyer and its Affiliates pursuant to this Agreement and (ii) the rights and services provided to Buyer under or pursuant to this Agreement and the other Transaction Documents (after giving effect to Section 2.07) will, as of the Closing, comprise, in all material respects, all of the assets, rights, properties and services that are necessary for the continued operation of the Business immediately following the Closing Date in substantially the same manner as the Business is being operated as of the date hereof.

Section 4.08(a) of the Seller Disclosure Schedules sets forth all real property leased by Seller or its Affiliates and exclusively used in connection with the Business (collectively, the Leased Real Property) and all leases relating thereto (collectively, the Leases). Neither Seller nor any of its Affiliates owns any real property that is exclusively used in connection with the Business.

Section 4.08(b) of the Seller Disclosure Schedules sets forth all real property owned or leased by Seller or its Affiliates and used in connection with the Business, other than the Leased Real Property (collectively, the Shared Real Property).

Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, neither Seller nor any of its Affiliates has received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Leased Real Property or the Shared Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters affecting the ability to operate the Leased Real Property or the Shared Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property or the Shared Real Property has been damaged or destroyed by fire or other casualty.

To Seller’s Knowledge: (i) the conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate the Intellectual Property of any Person in the jurisdictions in which the Business is conducted, and, except as would not materially affect the operation of the Business by Buyer in substantially the same manner as is operated as of the date hereof, no such

infringement, misappropriation, dilution or other violation of the Intellectual Property of any Person has been alleged against Seller related to the Business in writing; and (ii) except as would not materially affect the operation of the Business by Buyer in substantially the same manner as is operated as of the date hereof, no Person is infringing, misappropriating or otherwise violating any Intellectual Property material to the operation of the Business. There are no settlements, injunctions, forbearances to sue, consents, coexistence agreements, judgments, or orders to which Seller is a party or is otherwise bound, which materially restrict the rights of Seller to use or license for use any Intellectual Property used in the Business.

Seller has taken all commercially reasonable steps necessary to protect and preserve trade secrets and other confidential information used in the Business. Seller has taken all commercially reasonable steps necessary to comply with all of its duties to protect the confidentiality of information provided to Seller by any Person in connection with the Business. Seller has obtained from each current and former employee, consultant and other independent contractor who was or is materially involved in the performance of material work in connection with the Business agreements requiring non-disclosure of confidential information and trade secrets and assigning all Intellectual Property invented, designed, developed or created by them to Seller. To Seller’s Knowledge, such agreements are valid and enforceable, and none of those current or former employees, consultants or other independent contractors have violated any of those agreements.

To Seller’s Knowledge, all information technology systems used in the conduct of the Business as currently conducted are reasonably adequate for the operation thereof.

There are no Proceedings pending or, to Seller’s Knowledge, threatened against or by Seller or any of its Affiliates relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller or its Affiliates (as applicable) would be material to the Business, and since September 27, 2015, there have been no such Proceedings.

There are no material outstanding Governmental Orders and no material unsatisfied judgments, penalties or awards against or affecting the Business, the Purchased Assets or the Assumed Liabilities.

Seller and its Affiliates are, and since September 27, 2015, have been in compliance in all material respects with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets. Since September 27, 2015, neither Seller nor any of its Affiliates has received any written notice from a Governmental Authority alleging that it is not in material compliance with any Law applicable to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets.

All material Permits required for Seller and its Affiliates to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by Seller and its Affiliates and are valid and in full force and effect, and Seller and its Affiliates have timely applied for all renewals of such Permits as may be necessary for the continued operation of the Business.

Since September 27, 2015 to Seller’s Knowledge, the operations of Seller and its Affiliates with respect to the Business and the Purchased Assets have been in compliance in all material respects with all Environmental Laws.

Since September 27, 2015, to Seller’s Knowledge, there has been no material Release of Hazardous Materials in contravention of Environmental Law at, on, to, from, or under the Leased Real Property.

The representations and warranties set forth in this Section 4.12 are Seller’s sole and exclusive representations and warranties regarding environmental matters.

Section 4.13(a) of the Seller Disclosure Schedules sets forth a list of each material Benefit Plan. Seller has made available to Buyer a copy of the plan document, summary plan description, or summary of each such Benefit Plan and a copy of the most recent favorable determination letter for each such Benefit Plan that is a defined contribution plan and is intended to be qualified under Section 401(a) of the Code.

Neither the Seller, nor any Affiliate, nor any ERISA Affiliate has, at any time within the past 6 years), with respect to the Business or Employees sponsored, maintained, administered, contributed to or had any liability with respect to a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), a “pension plan” (within the meaning of Section 1 of the Pension Benefits Act (Ontario) or another applicable Law of provincial or federal jurisdiction) or a plan which is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.

No material Proceeding has been asserted, instituted, or, to Seller’s Knowledge, threatened against any of the Benefit Plans (other than routine claims for benefits and appeals of such claims) by any Employee.

Each Benefit Plan has been maintained and operated in all material respects (i) in accordance with its terms and (ii) in compliance in form and operation with the applicable provisions of ERISA, the Code, and all other applicable Laws (including requirements for tax-favored treatment intended for such plan or applicable to plans of its type).

The consummation of the transactions contemplated hereby will not accelerate the time of payment or vesting or materially increase the amount, or require the funding, of compensation or benefits due to any Employee under any Benefit Plan or result in any excess parachute payments (as defined in Code §280G (without regard to subsection 280G(b)(4))).

Each Benefit Plan intended to be qualified under Section 401(a) of the Code has received a determination letter (or the prototype plan on which it is based has received an opinion letter) from the IRS as to its qualification status under the Code, and nothing has occurred since the date of any such determination letter that would reasonably be expected to result in any material Tax or penalty.

No Benefit Plan provides health and welfare benefits beyond termination of service or retirement other than (i) coverage mandated by Law or (ii) death or retirement benefits under any Benefit Plan that is intended to be qualified under Section 401(a) of the Code.

Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance in all material respects with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings, and proposed and final regulations) thereunder.

Seller is not a party to or bound by any collective bargaining agreement covering, and there are no labor unions, works councils or other organizations representing, any Employee. There has been no labor union organizing campaigns, petitions or other union organizing activities seeking recognition of a collective bargaining unit relating to any Employee. No strike, slowdown, picketing, work stoppage or concerted refusal to work overtime has occurred or has been threatened in writing between Seller or any of its Affiliates, on the one hand, and any Employee, on the other hand, except for such disputes with individual employees arising in the ordinary course of business.

With respect to the Business, Seller and its Affiliates are and since February 28, 2015 have been in compliance in all material respects with all applicable Laws pertaining to the employment of its Employees, including all such Laws relating to employment and employment practices, terms and conditions of employment, compensation, benefits, collective bargaining, wages and hours, the classification of personnel (including employees versus independent contractors and employees as exempt versus non-exempt) for all purposes, harassment, discrimination, health and safety, immigration, workers’ compensation and unemployment compensation.

With respect to the Business, there have not been any material controversies, grievances or Proceedings initiated, negotiated or litigated with Seller or any of its Affiliates by any of the Employees, former employees or beneficiaries of employees (current or former) with respect to their employment or benefits incident thereto, or by any Governmental Authority, including harassment and discrimination claims, wage and hour claims, and claims arising under workers’ compensation Laws, which are currently pending or have been resolved since February 28, 2015, which would reasonably be expected to result in, or have resulted in, any material Liability, and, to Seller’s Knowledge, no such material controversy, grievance or Proceeding has been threatened that would reasonably be expected to result in any material Liability.

Neither Seller nor its Affiliates have implemented any plant closing or layoff of employees that has triggered the application of, or that was not in compliance with, the Worker Adjustment and Retraining Notification Act, or any similar foreign, state, provincial or local Laws with respect to employees of the Business.

Seller has made available a list (which may be anonymized to the extent necessary to comply with applicable data privacy laws) setting forth, for each Employee as of May 2, 2018, such employee’s name or employee identification number, title, job location, employer, hire date, full- or part-time status, active or on leave status (and, if on leave, the nature of the leave and the expected return date), exempt or non-exempt status under the Fair Labor Standards Act (if applicable), annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity for each Employee. Fifteen days prior to the Closing Date, Seller will provide Buyer with a revised version of the foregoing list, updated as of such date (or as of such nearest earlier date as may be reasonably practicable).

Seller has filed (taking into account any valid extensions) all material Tax Returns with respect to the Purchased Assets and the Business required to be filed by Seller and all such Tax Returns are correct and complete in all material respects. Seller has paid all Taxes shown thereon as owing. Seller is not currently the beneficiary of any extension of time within which to file any material Tax Return with respect to the Purchased Assets or the Business other than extensions of time to file Tax Returns obtained in the ordinary course of business. There are no material Encumbrances for Taxes upon any of the Purchased Assets other than Permitted Encumbrances. Seller has complied in all material respects with applicable Laws relating to the withholding, depositing or reporting of Taxes and all associated record keeping requirements, in each case with respect to Purchased Assets, the Business and the Assumed Liabilities.

No entity transferring a “U.S. real property interest” (as that term is defined in Section 897(c) of the Code) under this Agreement is a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

Since September 27, 2015, Seller and its Affiliates and all products manufactured or marketed or sold by them in the Business have complied and are in compliance in all material respects with (i) the applicable provisions of the Federal Food, Drug, and Cosmetic Act, as amended, and the applicable regulations, standards, guidances and requirements adopted by the U.S. Food and Drug Administration (the FDA) thereunder, the applicable statutes, regulations and requirements of the U.S. Department of Agriculture (the USDA), all applicable statutes enforced by the U.S. Federal Trade Commission (FTC) and the applicable FTC regulations and requirements and any applicable requirements established by any Governmental Authority responsible for regulating the products of the Business (together with the FDA and the USDA, collectively, the Food Authorities), and (ii) all terms and conditions imposed in any Permits granted by any Food Authority. The foregoing includes, but is not limited to, compliance in all material respects with any applicable good manufacturing practices and sanitation requirements, labeling and advertising requirements, requirements relating to food or color additives, requirements relating to food contact substances, food standards, product composition requirements, testing requirements or protocols, recordkeeping or reporting requirements, monitoring requirements, packaging (including co-packing and re-packing) requirements, laboratory controls, storage and warehousing procedures, shipping requirements, export and import requirements and shelf-life requirements.

Except as would not, individually or in the aggregate, be expected to be material to the Business, none of (i) Seller or any of its Affiliates with respect to the Business, any product of the Business or the facilities in which the products of the Business are manufactured, processed, packaged or held or (ii) with respect to the products of the Business, the Persons that manufacture, process, package, or supply ingredients and packaging materials for or distribute the products, is subject to, or since September 27, 2015 has received or been subject to, (A) any warning letter, untitled letter, notice of inspectional observation (FDA Form 483) or other adverse correspondence or notice from the FDA alleging or asserting material noncompliance with any legal requirement, Notice of Suspension or Notice of Intended Enforcement or other adverse correspondence or notice from the USDA or any other Food Authority or (B) any import detention, investigation, suspension or withdrawal of inspection or registration, penalty assessment or other compliance or enforcement action by any Food Authority.

Except as would not, individually or in the aggregate, be expected to be material to the Business, since September 27, 2015, none of (i) Seller or its Affiliates with respect to the Business, or (ii) the Persons that manufacture, process, package, supply ingredients for or distribute the products of the Business, has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, field alert, field correction, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any product of the Business. Except as would not, individually or in the aggregate, be expected to be material to the Business, since September 27, 2015, no products of the Business have been subject to any recalls, withdrawals, product corrections, product removals, detentions or seizures or similar action and there are no facts or circumstances which are reasonably likely

to cause (A) the recall, market withdrawal or replacement of any product of the Business sold or intended to be sold or (B) as a result of regulatory action, (C) a material change in the labeling of any such products or (D) a termination or suspension of the marketing of such products.

Except as would not, individually or in the aggregate, be expected to be material to the Business, since September 27, 2015, neither Seller nor any of its Affiliates with respect to the Business has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” or any such similar policies set forth by other Governmental Authorities having competent jurisdiction over the Business. Except as would not, individually or in the aggregate, be expected to be material to the Business, since September 27, 2015, none of Seller, any of its Affiliates or, to Seller’s Knowledge, any officer, employee or agent of Seller or its Affiliates has been convicted of any crime or engaged in any conduct for which debarment is authorized by 21 U.S.C. § 335a(b) or any similar applicable Laws, in each case with respect to the Business. Except as would not, individually or in the aggregate, be expected to be material to the Business, since September 27, 2015, Seller has not received written notice of any pending or threatened Proceeding from the Food Authorities or any other Governmental Authority having competent jurisdiction over the Business alleging that any operation or activity of Seller, its Affiliates, or the Business is in material violation of the Federal Food, Drug, and Cosmetic Act, as amended, or the applicable regulations, standards, guidances and requirements adopted by the FDA thereunder, any other applicable Law or the respective counterparts thereof promulgated by applicable state Governmental Authorities or Governmental Authorities outside of the United States having competent jurisdiction over the Business.

Since August 31, 2013, none of Seller or its Affiliates, nor to Seller’s knowledge, any of its or their respective Representatives with respect to the Business has taken any action in violation of any applicable Anti-Bribery Law. Seller and its Affiliates, with respect to the Business, have instituted and maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with the Anti-Bribery Laws.

Seller and its Affiliates, with respect to the Business, are in compliance in all material respects with all applicable Economic Sanctions and Export Controls Laws. Since August 31, 2013, neither Seller nor any of its Affiliates has, with respect to the Business, engaged in business with: (i) organizations or individuals named on the Specially Designated Nationals and Blocked Persons List with whom and with which U.S. Persons may not transact business (found at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx); or (ii) a Person that is part of a government of a Sanctioned Territory, in each case, except where such business would not result in a breach of applicable Economic Sanctions and Export Controls Law.

Section 4.20(a) of the Seller Disclosure Schedules sets forth a true and correct list of the 10 largest customers of the consumer packaged goods portion of the Business and the 20 largest customers of the foodservice portion of the Business (each, a Material Customer) during fiscal year ended September 27, 2017, as measured by dollar volume of payments to the Seller and its Affiliates during such period.

To the Knowledge of Seller, since September 27, 2017, there has been (i) no material adverse change in the business relationship, or any material dispute, between Seller or its Affiliates and any Material Customer, (ii) no material change in any material term or condition of any Contract between Seller or its Affiliates and any Material Customer, and (iii) no indication that any Material Customer intends to reduce its purchases from the Business or that any Material Customer intends to terminate, not renew, or materially amend the terms and conditions of any Contract with Seller or its Affiliates.

The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) result in a violation or breach of any provision of the certificate of incorporation or by-laws of Buyer; (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Buyer is a party, except in the cases of clauses (ii) and (iii), where the violation,

breach, conflict, default, acceleration or failure to give notice would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except: (i) such filings as may be required under the HSR Act; (ii) the filings or approvals under the other Antitrust Laws set forth in Section 4.03(b)(ii) of the Seller Disclosure Schedules; and (iii) for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement or the Transaction Documents, or which if determined against Buyer would reasonably be expected to prevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against Buyer which would reasonably be expected to prevent or materially impair or materially delay the ability of Buyer or its Affiliates to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement and otherwise comply with and perform their obligations hereunder and under the other Transaction Documents.

sell or otherwise dispose of any of the Purchased Assets, except for any Purchased Assets having an aggregate value of less than $1,000,000, individually, or $2,500,000, in the aggregate;

cancel or compromise any debt or claims or amend, terminate, release or waive any material rights constituting Purchased Assets;

impose any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances;

enter into any Contract that would constitute an Assigned Contract with an annual value in excess of $2,000,000 (if entered into prior to the date of this Agreement) or amend, modify or terminate any Assigned Contract with an annual value in excess of $2,000,000;

grant any increase in the base salary or wages, bonus opportunity, or an increase in any other benefits payable to any Employee, in each case, except (i) an increase in base salary or wages in the ordinary course of business consistent with past practice, (ii) as required by Law, or (iii) as required by the terms of any existing Contract or Benefit Plan;

terminate the employment of (other than for cause), transfer, re-assign or otherwise remove out of the Business any Employee;

hire, transfer, re-assign or otherwise add to the Business any Employee having the title of Director or more senior, except in order to replace an Employee whose employment has terminated for any reason;

make or commit to make any capital expenditure which binds the Business following the Closing in excess of $500,000, individually, or $1,000,000, in the aggregate; or

resolve or enter into any Contract or agree to do any of the foregoing.

Except as otherwise provided herein, Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on, and subject to the occurrence of, the Closing Date, to all Employees whose employment does not otherwise transfer to Buyer or its Affiliate by operation of Law, for U.S. Employees such offer shall be made 15 days before the Closing Date (or such longer period of time before the Closing Date as shall be required in order to comply with any applicable collective labor contract or applicable Laws) and for Non-U.S. Employees whose employment does not transfer by operation of Law such offer shall be made no later than 30 days after the Closing Date (or, if later, immediately following the date on which the Buyer becomes aware that the Non-U.S. Employee has not transferred by operation of Law), in each case, including Employees who are absent due to vacation, family leave, or other approved leave of absence, on terms and conditions that are consistent with the requirements of this Section 6.03 and applicable Law; provided that any such Employee absent due to short-term (including parental leave) or long-term disability or workers’ compensation leave (collectively, Employees on Disability Leave) so presents himself or herself within the earlier of 2 years following the date that he or she incurred such injury or disability or the first anniversary of the Closing Date. Each Employee whose employment transfers to Buyer or its Affiliate by operation of Law and each Employee who accepts such employment shall be a Transferred Employee. Each

Employee on Disability Leave who accepts such offer and actually returns to work not later than the earlier of 2 years following the incurrence of such injury or disability or the first anniversary of the Closing Date shall become a Transferred Employee effective as of the date of such return. The date of such return shall be considered the Transfer Date of each such Employee on Disability Leave, and the Closing Date shall be considered the Transfer Date for each other Transferred Employee. Without limiting the generality of the foregoing, Buyer shall assume, or shall cause an Affiliate of Buyer to assume, in accordance with applicable Law, the employment of each Non-U.S. Employee whose employment transfers to Buyer or any of its Affiliates as a result of the transactions contemplated by this Agreement pursuant to the Transfer Regulations or any similar applicable non-U.S. Law, as of or immediately following the Closing, as if originally made between the Buyer or its relevant Affiliate and the relevant Non-U.S. Employee. If the Buyer or the relevant Buyer Affiliate fails to make an offer of employment to any Employee on the terms set out in this Section 6.03, or the Buyer or Buyer Affiliate makes any substantial change in working conditions to the material detriment of any Non-U.S. Employee subject to the Transfer Regulations or any similar applicable non-U.S. Law, the Buyer shall indemnify the Seller for any and all losses, damages, costs (including legal costs reasonably incurred) and expenses (including Taxes), in each case of any nature whatsoever suffered or incurred by the Seller arising out of the termination of employment of any such Employee or Non-U.S. Employee, as applicable. If any person not designated as an Employee asserts or establishes that his or her employment has transferred to the Buyer or a Buyer Affiliate pursuant to the Transfer Regulations (an Undisclosed Employee) upon Closing, the Buyer or a Buyer Affiliate shall, within 14 Business Days of being so informed either by the Undisclosed Employee or by the Seller (whichever is the earlier) inform the Seller whether or not the Buyer wishes to employ the Undisclosed Employee. If the Buyer does not wish to employ the Undisclosed Employee, the Seller shall within 14 Business Days of being so informed be entitled at its absolute discretion to offer employment to the Undisclosed Employee. If such offer is not made within that 14 Business Day period or such offer is made and not accepted by the Undisclosed Employee, the Buyer or the relevant Buyer Affiliate shall be entitled to terminate the Undisclosed Employee’s employment and if it does so within 30 Business days thereafter shall be indemnified by the Seller for any and all losses, damages, costs (including legal costs reasonably incurred) and expenses (including Taxes), in each case of any nature whatsoever suffered or incurred by the Buyer or any Buyer Affiliate arising from the employment or alleged employment of such Undisclosed Employee pursuant to the Transfer Regulations from the date of the transfer or alleged transfer of their employment, including, without limitation, arising out of the termination of employment of such Undisclosed Employee. With respect to any Non-U.S. Employee subject to the Transfer Regulations or any similar applicable non-U.S. Law, and except where permitted pursuant to such Transfer Regulations or applicable non-U.S. Law, Buyer and its Affiliates shall not propose any changes to such Non-U.S. Employee’s working conditions or terms and conditions of employment or otherwise take any action (including

any communication with any Non-U.S. Employee or Employee Representative) that might cause such Non-U.S. Employee to resign prior to the Closing. With respect to Non-U.S. Employees, Buyer shall, or shall cause an Affiliate of Buyer to, (x) provide Seller with such information and assistance at such times as that Party may reasonably request which may be reasonably necessary for it or any of its Affiliates to comply with any legal requirement (whether statutory or pursuant to any written agreement with, or the constitution of, any works council or other employee body) to provide information to or consult with Employees, a relevant trade union or works council or any other employee representatives, in connection with the transactions contemplated by this Agreement and (y) at the reasonable request of Seller, cooperate in preparation for any information, negotiation and/or consultation process which Seller undertakes with Employees or their representatives in connection with the transactions contemplated by this Agreement. The Parties acknowledge that the outcome of the consultation procedure with the competent works council in the Netherlands, and any other relevant consultation procedure where such an outcome is required by local Law, should still be able to have a meaningful impact on the transactions contemplated by this Agreement. For the avoidance of doubt, any Liability arising out of any act or omission by the Seller or any Seller Affiliate on or before the Transfer Date in relation to the employment of any Non-U.S. Employee (or relating to the employment or termination of employment of any Undisclosed Employee), where such liability transfers or is alleged to transfer to the Buyer or a Buyer Affiliate pursuant to the Transfer Regulations shall not be treated as assumed by the Buyer or a Buyer Affiliate hereunder and shall constitute an Excluded Liability hereunder.

Notwithstanding anything to the contrary in this Agreement, with respect to the individuals employed in the Business by Seller and its Affiliates (whether or not actively at work on the Closing Date) listed on Section 6.03(b) of the Seller Disclosure Schedules, Seller shall have the right to reassign: (i) two individuals on such list in the EMEA Foodservice division; and (ii) subject to the written approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed), such other individuals on such list as are, in each case, selected in the good faith discretion of Seller so that such individuals do not become Transferred Employees upon the Closing and with respect to periods on and after Closing shall not constitute Employees hereunder; provided that Seller notifies Buyer of such reassignment no less than 30 days prior to the Closing; and provided further that, Buyer will not be in breach of any obligation to make an offer of employment to any such individuals as otherwise contemplated by this Section 6.03. For avoidance of doubt, Buyer shall be permitted to make offers of employment prior to Closing to the Employees located in the UK. In addition, Buyer and Seller shall consult in good faith, commencing no later than twenty (20) days after the date of this Agreement regarding the possible addition to the list of Employees of individuals employed by Seller or its Affiliates in research and development projects related to the Business.

Subject, and in addition, to the requirements imposed by local Law, without limiting the generality of the foregoing, for at least 12 months following the Closing, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Transferred Employee as of his or her respective Transfer Date with: (i) base salary or hourly wages which are at least equal to the base salary or hourly wages provided by Seller immediately prior to the Closing; (ii) target cash bonus opportunities, if any, which are at least equal to the target cash bonus opportunities provided by Seller immediately prior to the Closing; and (iii) other employee benefits (except as provided in Section 6.03(d)) that are substantially similar to those provided by Buyer to newly hired similarly situated employees of Buyer or its Affiliates. Seller and its Affiliates shall pay to any Transferred Employee the portion of any accrued annual bonus compensation for the calendar year of Closing in respect of each Transferred Employee which is attributable (on a pro-rata basis) to the period ending on the Closing Date in a manner consistent with the applicable Seller annual bonus plan to which the relevant annual bonus accrual relates; provided that Seller and its Affiliates shall treat any individual performance requirement as having been satisfied.

Subject, and in addition, to the requirements imposed by local Law, in the event of termination of the employment of any Transferred Employee by Buyer or any of its Affiliates (other than for cause), on or during the 12 month period following, the Closing, Buyer shall provide, or shall cause Buyer’s Affiliates to provide, the Transferred Employee with severance pay and benefits no less favorable than the greater of the severance pay and benefits to which the Transferred Employee (i) would have been entitled under any applicable severance plan, policy, practice, or arrangement of Seller immediately prior to the Closing as described in Section 6.03(d) of the Seller Disclosure Schedules, or (ii) is entitled under any severance plan, policy, practice or arrangement of Buyer or any of its Affiliates in which such Transferred Employee participates or is applicable to such Transferred Employee on the actual date of termination of the Transferred Employee’s employment. Notwithstanding the foregoing and any term in Seller, Buyer or their Affiliates severance plans, policies or arrangements, Buyer or its Affiliates may make any severance payment to a Transferred Employee contingent upon such Transferred Employee executing and delivering a market customary release of general claims in a form satisfactory to Buyer or its Affiliates.

Section 6.03(e) of the Seller Disclosure Schedules sets forth a list of the outstanding long-term equity incentive awards held by Employees under the Seller equity incentive plans as of the most recent practicable date prior to the date hereof. To the extent that any such Employee forfeits any portion of such long-term equity incentive awards in connection with the transactions contemplated by this Agreement as a result of becoming a Transferred Employee hereunder and ceasing to be employed within the affiliated group of Seller:

Seller shall provide any such Employee with a one-time cash award in an amount equal to the approximate intrinsic value as of the date of this Agreement of the unvested portion of any equity grants scheduled to vest in 2018 or 2019, other than performance RSU grants made on November 21, 2016 under the 2005 Long-Term Equity Incentive Plan to certain Employees. Such cash award shall be payable on or as soon as practicable after 180 days after the Closing Date; provided that such Employee remains employed by Seller and its Affiliates through Closing and by Buyer and its Affiliates through 180 days after the Closing Date; and

Buyer shall establish a long-term (cash-based) incentive plan (the Buyer Incentive Plan) which shall provide cash retention awards in an amount equal to the approximate intrinsic value as of the date of this Agreement of the unvested portion of any equity grants scheduled to vest in 2020, 2021 and 2022. The vesting schedule of such retention awards under the Buyer Incentive Plan shall be consistent with the vesting schedule of the unvested equity awards to which they relate (so that such Employee must remain employed with Buyer or its Affiliates through such scheduled vesting date in order to be entitled to payment with respect to such award), and such cash retention awards shall otherwise be subject to the terms of the Buyer Incentive Plan. The Buyer Incentive Plan shall be separate from any Benefit Plan and Buyer is not assuming any equity awards of Seller and its Affiliates, any related Benefit Plan or any liabilities thereunder.

Subject to the otherwise applicable provisions of this Section 6.03 and in addition to the requirements imposed by local Law, and to the extent administratively practicable, from and after a Transferred Employee’s Transfer Date, such Transferred Employee shall be eligible to participate in the plans or programs maintained, sponsored, adopted or contributed to by Buyer or its Affiliates (collectively, Buyer Benefit Plans) that provide medical, dental, vision care, life insurance, disability, vacation, tuition reimbursement, qualified transportation fringe benefits and other welfare benefits, on substantially the same basis as similarly situated employees of Buyer, subject to the applicable terms and conditions of such plans and policies in effect from time to time. With respect to any Buyer Benefit Plans for the benefit of any Transferred Employee, subject, and

in addition, to the requirements imposed by local Law, effective as of the Closing, and to the extent administratively practicable and in accordance with the terms of the governing policy, Buyer shall, or shall cause its Affiliate to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for all purposes, including for purposes of vesting, eligibility, accruals for vacation and severance programs, and determination of the level of benefits; provided that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Subject, and in addition, to the requirements imposed by local Law, and to the extent administratively practicable and in accordance with the terms of the governing policy, Buyer shall, or shall cause its Affiliates to: (i) waive any limitation on health and welfare coverage of such Transferred Employees due to pre-existing conditions, waiting periods, active employment requirements, and requirements to show evidence of good health under any applicable health and welfare plan of Buyer or any of its Affiliates to the extent such Transferred Employees were covered under a similar benefit plan of Seller or any of its Affiliates and (ii) credit each such Transferred Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Seller or any of its Affiliates prior his or her Transfer Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of Buyer or any Affiliate of Buyer for such year.

Effective as of a Transferred Employee’s Transfer Date, such Transferred Employee shall cease active participation in the Benefit Plans. Seller shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Employees prior to his or her Transfer Date. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the event giving rise to such benefits.

Buyer shall maintain, or cause one of its Affiliates to maintain, as of the Closing, a Buyer Benefit Plan that is qualified under Section 401(a) of the Code (a Qualified Benefit Plan) in which the Transferred Employees shall be eligible to participate where they participated in a similar Seller plan prior to the Transfer Date. Buyer shall permit each such Transferred Employee to effect a direct rollover (as described in Section 401(a)(31) of the Code) of all of any such Transferred Employee’s balance under any Benefit Plan that is a Qualified Benefit Plan (including after-Tax employee contributions and any outstanding loans), to Buyer’s Qualified Benefit Plan, subject to the terms and conditions of each such plan and provided that any direct rollover involving outstanding loans shall only be permitted pursuant to such procedures as Buyer may direct. Seller shall, or cause its Affiliate to, fully vest each Transferred Employee in his or her account under any defined contribution or other retirement plan maintained by Seller (or its Affiliate) as of the Closing Date. For the avoidance of doubt, this Section 6.03(h) does not apply to any Non-US Employees (including any Transferred Employee located in the UK).

Subject, and in addition, to the requirements imposed by local Law, Buyer agrees (i) to cause Buyer’s or its Affiliate’s flexible spending reimbursement account plan (Buyer’s Flex Plan) to accept a spin-off of the balance of the flexible spending reimbursement accounts from Seller’s flexible spending reimbursement account plan (Seller’s Cafeteria Plan), (ii) to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred Employee under Seller’s Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date, and (iii) on and after the Closing Date, to assume or cause its Affiliate to assumed, and be solely responsible for all claims for reimbursement by Transferred Employees under the flexible spending reimbursement accounts of Seller’s Cafeteria Plan, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date. As soon as practicable following the Closing Date, Seller shall cause to be transferred from Seller’s Cafeteria Plan to Buyer’s Flex Plan the excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts made prior to the Closing Date during the year in which the Closing Date occurs by Transferred Employees over the aggregate reimbursement payouts made prior to the Closing Date for such year from such accounts prior to the Closing Date to the Transferred Employees. If the aggregate reimbursement payouts from the flexible spending reimbursement accounts made prior to the Closing Date during the year in which the Closing Date occurs made to Transferred Employees exceed the aggregate accumulated contributions to such accounts prior to the Closing Date for such year by the Transferred Employees, Buyer shall cause such excess to be transferred to Seller as soon as practicable following the date or dates that Buyer or its Affiliate collects such excess amounts from the applicable participants through Buyer’s or its Affiliate’s payroll processing procedures. On and after the Closing Date, Buyer shall, or shall cause its Affiliate to, assume and be solely responsible for all claims for reimbursement by Transferred Employees under the flexible spending reimbursement accounts of Seller’s Cafeteria Plan, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date.

This Section 6.03 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 6.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties acknowledge and agree that the terms set forth in this Section 6.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with Buyer or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Each of Buyer and Seller shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement (including the Required Regulatory Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Buyer and Seller will cooperate in seeking promptly (and, in any event, no later than the Outside Date) to obtain all such authorizations, consents, orders and approvals; provided that, the Parties acknowledge and agree that, with respect to obtaining approvals under U.S. Antitrust Law, the term “reasonable best efforts” as used in this Section 6.05 shall not require either Party to propose, negotiate, commit to, effect or agree to any sale, divestiture, licensing or disposition of any assets, properties or businesses of such Party or any of its Affiliates for the purposes of obtaining any Required Regulatory Approval if such assets, properties or businesses are carried on under a trademark that is also used for the distribution, sale and marketing of products outside of the United States. Other than in respect of U.S. Antitrust Laws, in the event that a Governmental Authority requires, as a condition to the receipt of an applicable Required Regulatory Approval, any covenants, undertakings or other agreements or arrangements of, or by, a Party or any of its Affiliates, the Parties hereby expressly agree (unless they have otherwise agreed in writing) to, without reduction to the consideration to be paid to Seller under this Agreement and the other Transaction Documents: (A) amend this Agreement in order to effect the removal from the definition of Purchased Assets (and, to the extent applicable, Assumed Liabilities) all assets, properties or businesses that are within the jurisdiction of such Governmental Authority (and the abandonment of the transactions contemplated hereby and by the other Transaction Documents with respect thereto); (B) amend the other Transaction Documents to give effect to such removal (including by reducing the scope of the supply and license arrangements contemplated by the Transaction Documents in order to align such arrangements with the amendment contemplated by clause (A) above); and (C)

withdraw any and all filings from any such Governmental Authority previously made in accordance with Section 6.05(b), with the cumulative effect of clauses (A) though (C) of this Section 6.05(a) that such Governmental Authority no longer has jurisdiction over the transactions contemplated by the Transaction Documents. The foregoing agreement in this Section 6.05(a) is made solely to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (including, to the extent amended as contemplated above) and is not intended to constitute an admission that such transactions, if consummated without any such amendment, would violate any Law (including any Antitrust Law).

In furtherance and not in limitation of the other provisions of this Section 6.05, Seller and Buyer each agrees to make or cause to be made an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable (and, in any event, within 10 Business Days after the date of this Agreement) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Furthermore, each of Buyer and Seller agrees to, as promptly as practicable after the date of this Agreement, or as otherwise required by Law, make any other filing that may be required with respect to the transactions contemplated by this Agreement under any other Antitrust Law or by any other Governmental Authority, including in connection with all Required Regulatory Approvals, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such filings. In respect of the transactions contemplated by this Agreement, (i) Buyer shall have responsibility for devising and implementing the strategy for obtaining clearance under the HSR Act; provided that Buyer shall consider and take into account the views of Seller when devising and implementing the strategy with respect to obtaining clearance under the HSR Act and (ii) Buyer and Seller shall jointly have responsibility for devising and implementing the strategy for obtaining all other Required Regulatory Approvals.

All filing fees required in connection with any filings with any Governmental Authority under any Antitrust Law, national security or other Law that may be asserted by any Governmental Authority shall be borne by Buyer, and each Party shall be responsible for any other payment of its own respective costs and expenses incurred by such Party (including attorneys’ fees and other legal fees and expenses) associated with the preparation of its portion of any such filings.

Each of Buyer and Seller shall keep the other Party apprised and on a reasonably timely basis of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority with respect to the matters contemplated in this Section 6.05, comply with any such inquiry or request as promptly as practicable, promptly notify the other Party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other

Party a reasonable opportunity to review in advance and provide any comments on any communication proposed to be made by such Party to any Governmental Authority and provide the other Party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand (and each Party shall give due consideration to any comments received from the other Party thereof); provided that materials may be redacted: (x) to remove information that is competitively sensitive; (y) so as not jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) so as not to contravene any Law. To the extent reasonably practicable, neither Party shall agree to participate in any meeting, or engage in any conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other Party in advance and, unless prohibited by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting or conversation. Neither Party shall, without the prior written consent of the other Party, extend, directly or indirectly, any waiting period under the HSR Act or any other Antitrust Law or enter into any Contract with a Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement or the other Transaction Documents. Subject to the Confidentiality Agreement and to Section 6.02, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or any other Antitrust Law.

Buyer shall not, and shall not permit any of its subsidiaries or Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or take any other action if the entering into of a definitive agreement relating to the consummation of such acquisition, merger, consolidation or other action could reasonably be expected to (i) impose any significant delay in the obtaining of or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (iii) significantly increase the risk of not being able to remove any such order on appeal or otherwise, or (iv) significantly delay or prevent the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

For a period of six years after the Closing, Buyer shall:

retain the Books and Records (including personnel files) relating to periods prior to the Closing; and

upon reasonable notice, afford Seller’s Representatives reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such Books and Records.

For a period of six years after the Closing, Seller shall:

retain the books and records (including personnel files) of Seller which relate to the Business and its operations for periods prior to the Closing; and

upon reasonable notice, afford Buyer’s Representatives reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records.

Neither Buyer nor Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.06 where such access would violate any Law.

From the date hereof until the earlier of the termination of this Agreement pursuant to Section 8.01 and Closing, each of Buyer and Seller shall: (i) use reasonable best efforts to fulfill or obtain the fulfillment of the closing conditions set forth in Article VII as promptly as practicable, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby; and (ii) not take any action that would reasonably be expected to prevent, materially impede or materially delay consummation of the transactions contemplated by this Agreement, or materially impair such Party’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

Each of Buyer and Seller shall (or, if appropriate, cause its applicable controlled Affiliates to), at the request of the other, at any time following the Closing Date, execute and deliver to the requesting Party such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents, including transferring any Purchased Asset or Assumed Liability that is discovered not to have been transferred at the Closing.

From and after the Closing, to the extent that Buyer or its Affiliates (on the one hand), or Seller or its Affiliates (on the other hand) receives payment of an account receivable or other payment from any Person that is owned by or owed to the other, or is in possession of any assets (including, in the case of Seller, any Purchased Asset, or in the case of Buyer, any Excluded Asset) as to which the other is entitled or to which the other is entitled to the benefit of, Buyer or Seller, as applicable, upon becoming aware of such fact, shall promptly remit such payment to the designated bank account of the owner of such receivable or payment or otherwise cause the transfer, assignment, conveyance and delivery of such asset to the other party or its designee, in each case without the payment of any consideration.

The Parties shall cooperate and use their respective reasonable best efforts to cause Buyer or one of its controlled Affiliates to be substituted for Seller and any of Seller’s Affiliates, and for Seller and any of Seller’s Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of Seller’s Affiliates under each of the guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations of such Persons related to any Purchased Asset (collectively, the Substituted Guarantees).

In the event that, as of the Closing, Buyer or one of its controlled Affiliates shall not have substituted itself for Seller and any of Seller’s Affiliates under, nor caused Seller and Seller’s Affiliates to be released from, any Substituted Guarantee: (i) the Parties shall continue to cooperate and use such respective reasonable best efforts to cause Buyer or one of its controlled Affiliates to be substituted for Seller and any of Seller’s Affiliates, and for Seller and any of Seller’s Affiliates to be released, in respect of all obligations of Seller and any of its respective Affiliates under any Substituted Guarantee; and (ii) Buyer shall indemnify and hold harmless Seller and Seller’s Affiliates against any Losses that Seller or any of Seller’s Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of such Substituted Guarantee.

(i) Any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated and (ii) Buyer and Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 7.01(a)(ii) of the Seller Disclosure Schedules (together with clause (i), the Required Regulatory Approvals) and no such consent, authorization, order and approval shall have been revoked; provided that the condition set forth in this Section 7.01(a)(ii) shall be satisfied where the relevant consent, authorization, order or approval from the Governmental Authority is deemed to have been given as a result of the expiration of any applicable waiting periods or the Governmental Authority declining jurisdiction over the transactions contemplated by this Agreement and the other Transaction Documents.

No Governmental Authority shall have enacted, issued, promulgated or entered any Governmental Order that continues to be in effect, which has the effect of making the transactions contemplated by this Agreement illegal or which otherwise prohibits consummation of such transactions, and no Proceeding initiated and maintained by a Governmental Authority shall be pending which seeks to prevent such transactions.

Successful completion of any consultation requirements under article 25 of the Dutch Works Council Act (Wet op de ondernemingsraden) in respect of the transactions contemplated hereunder vis-à-vis the competent works council in the Netherlands.

(i) The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) and (ii) the representations and warranties of Seller contained in Article IV (other than the Seller Fundamental Representations) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of such specified date), in each case, without giving effect to any qualifications therein as to “material” or “Material Adverse Effect”, except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Seller shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

Seller shall have delivered to Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(a).

Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied (the Seller Closing Certificate).

Since the date of this Agreement no Effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(i) The Buyer Fundamental Representations shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) and (ii) the representations and warranties of Buyer contained in Article V (other than the Buyer Fundamental Representations) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of such specified date), except where the failure of such representations and warranties to be true and correct would not have a materially adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

Buyer shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

Buyer shall have delivered to Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b).

Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the Buyer Closing Certificate).

by the mutual written consent of Seller and Buyer;

by either Seller or Buyer, by written notice to the other Party in the event that:

the Closing shall have not occurred by the Business Day first falling six months after the date hereof (such date, as it may be extended pursuant to this Section 8.01(b), the Outside Date); provided that, if on the Business Day first falling six months after the date hereof, all conditions to the Closing have been satisfied or waived (other than the conditions set forth in Section 7.01(a) and other than such conditions which by their nature are to be satisfied at Closing), then either Seller or Buyer may by written notice to the other Party, extend the Outside Date to the Business Day first falling twelve months after the date hereof); and provided further that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any Party whose failure to perform any of its material covenants or obligations under this Agreement (it being acknowledged, without limiting any other covenant or obligation set forth herein, that the covenants and obligations set forth under Section 6.05 shall be material covenants and obligations hereunder) has been the cause of, or resulted in, the failure of the Closing to occur by such time;

there shall be any Law that makes consummation of the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise prohibited; or

any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable; provided that that a Party shall not have the right to terminate this Agreement pursuant to this Section 8.01(b)(iii) if the failure by such Party or of any of its Affiliates to perform any of its material covenants or obligation under this Agreement has been the cause of, or has resulted in, such Governmental Order.

by Buyer, by written notice to Seller if Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that, individually or in the aggregate, would give rise to the failure of any of the conditions specified in Section 7.01 or Section 7.02 and such breach, inaccuracy or failure has not been, or by its nature cannot be, cured by Seller within 40 days after written notice thereof has been provided by Buyer to Seller; or

by Seller, by written notice to Buyer if Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that, individually or in the aggregate, would give rise to the failure of any of the conditions specified in Section 7.01 or Section 7.03 and such breach, inaccuracy or failure has not been, or by its nature cannot be, cured by Buyer within 40 days after written notice thereof has been provided by Seller to Buyer.

the event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the Parties or their Affiliates that could give rise to Losses for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (any such claim, demand or Proceeding, a Third Party Claim) or (ii) any Indemnified Party shall have an indemnification claim against any Indemnifying Party under this Agreement that does not involve a Third Party Claim (any such claim, a Direct Claim), the Indemnified Party shall promptly after becoming aware of such Third Party Claim or Direct Claim deliver to the Indemnifying Party a written notice specifying in reasonable detail the nature of such Third Party Claim or Direct Claim and the amount or estimated amount thereof, which amount or estimated amount shall not be conclusive of the final amount, if any, of such Third Party Claim or Direct Claim together with reasonably supporting documentation for such Third Party Claim or Direct Claim (each, a Claim Notice); provided that that the failure of the Indemnified Party to promptly deliver a Claim Notice shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent (and only to the extent) that the Indemnifying Party is prejudiced as a result of such failure.

In the event of a Third Party Claim, the Indemnifying Party shall be entitled within 30 days after the Indemnifying Party’s receipt of a Claim Notice with respect to such Third Party Claim to assume the control and defense of such claim and appoint counsel of the Indemnifying Party’s choice at the sole cost and expense of the Indemnifying Party to represent the Indemnified Party in connection with such Third Party Claim, in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party; provided that (i) such counsel shall be reasonably acceptable to the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, in the reasonable opinion of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. Absent such a conflict, if and to the extent reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in contesting any Third Party Claim. Notwithstanding anything herein to the contrary, the Indemnified Party shall at all times have the right to participate fully in the defense of any Third Party Claim at its own expense directly or through counsel; provided that

the control of such defense shall remain with the Indemnifying Party if it is entitled to control such defense in accordance with this Section 9.04. The Indemnifying Party shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnified Party unless (x) the Indemnified Party receives an unqualified release from all liability from the claimant in connection with such Third Party Claim and (y) such settlement or compromise (i) does not restrict the business of the Indemnified Party or any of its Affiliates, (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party or any of its Affiliates and (iii) only involves liabilities that will be fully paid and discharged by the Indemnifying Party.

In determining the amount of any Losses for purposes of Section 9.02(a), 9.02(b), 9.03(a) or 9.03(b), no effect shall be given to any qualification in any relevant representation or warranty consisting of the terms “material,” “materiality” or “Material Adverse Effect”; provided that the full effect shall be given to all such qualifications for purposes of determining the existence of a breach of any representation or warranty.

For purposes of the representations and warranties set forth in Section 4.04(a) and Section 4.04(b), in determining the amount of any Losses for purposes of Sections 9.02(b), such Losses shall be calculated on a net basis, taking into account breaches of such representations and warranties that give rise to Losses as well as breaches of such representations and warranties that accrue to the benefit of Buyer.

no Indemnifying Party shall, on account of any indemnification obligations set forth herein, be liable for any punitive damages (except to the extent actually awarded with respect to a Third Party Claim indemnifiable pursuant to this Article IX);

no Indemnifying Party shall be liable to save, defend, indemnify or hold harmless any Indemnified Party pursuant to Section 9.02(b) (other than Losses arising pursuant to any breach or inaccuracy of the representations and warranties of Seller set forth in Section 4.04(b), to which this Section 9.07(b) shall not apply) or

Section 9.03(b), as applicable, unless and until: (i) the amount of Losses in respect of such claim, or series of related claims, exceeds $250,000; and (ii) the aggregate amount of all Losses for which the Indemnifying Party would be liable under this Article IX in respect of all such claims, or series of related claims, exceeds $50,000,000 and then the Indemnifying Party shall be required to indemnify the Indemnified Party only for the amounts in excess of such threshold; and

an Indemnifying Party’s maximum aggregate liability pursuant to this Article IX shall not exceed: (i) $7,150,000,000 with respect to (A) any breach or inaccuracy of any Seller Fundamental Representation, (B) any breach or inaccuracy of any Buyer Fundamental Representation, (C) any indemnifiable breach of or failure by Seller or its applicable Affiliates to timely perform any agreement or covenant of Seller or its applicable Affiliates set forth in this Agreement and (D) any indemnifiable breach of or failure by Buyer or its applicable Affiliates to timely perform any agreement or covenant of Buyer or its applicable Affiliates set forth in this Agreement; and (ii) $715,000,000 with respect to (A) any breach or inaccuracy of a Buyer Additional Surviving Representation or (B) any breach or inaccuracy of a Seller Additional Surviving Representation.

If to Seller:

Starbucks Corporation

Attention:            vice president, general counsel and secretary

Address:              2401 Utah Avenue South

                             Seattle, Washington 98134

Facsimile:             ###-###-####

with a copy to:

Freshfields Bruckhaus Deringer

Attention:             Matthew F. Herman

Address:               601 Lexington Avenue

                               New York, NY 10022

                               United States

Email:                    ***@***

Facsimile:               ###-###-####

If to Buyer:

Nestlé S.A.

Attention:              Head of Acquisitions and Business Development

Address:                Avenue Nestlé 55

                               1800 Vevey

                               Switzerland

Facsimile:                ###-###-####    

with copies to:

Nestlé S.A.

Attention:              Chief Legal Officer

Address:                Avenue Nestlé 55

                               1800 Vevey

                               Switzerland

Facsimile:                ###-###-####

and:

Mayer Brown LLP

Attention:              David A. Carpenter

Address:                1221 Avenue of the Americas

                               New York, NY 10020

Facsimile:               ###-###-####

E-mail:                    ***@***

This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise) shall be governed by, the law of the State of Delaware.

All Proceedings relating to or arising out of this Agreement (including any Proceeding to enforce the terms hereof) shall be litigated in and only in the Court of Chancery of the State of Delaware exclusive of any other court; provided that if the Court of Chancery does not have subject matter jurisdiction over any such dispute or aspect thereof, it shall be litigated in the Superior Court of the State of Delaware or, if there is jurisdiction and proper venue, the United States District Court for the District of Delaware, unless those Courts decline to exercise jurisdiction. Each Party hereby irrevocably submits to the jurisdiction of the aforementioned courts in respect of any Proceeding, and, to the fullest extent permitted by Law, waives any objection which it may have at any time to the laying of venue of any such Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over it; provided that such submission to jurisdiction is solely for the purpose referred to in this Section 10.10 and shall not be deemed to be a general submission to the jurisdiction of such courts or any other courts other than for such purpose.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Buyer hereby irrevocably designates The Corporation Trust Company (in such capacity, the Buyer Process Agent), with its office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any Proceedings with respect to this Agreement or any other agreement executed in connection with this Agreement, and such service shall be deemed complete upon delivery thereof to the Buyer Process Agent. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by applicable law.