Share Purchase Agreement, dated as of August 17, 2018, by and among Tyson Foods, Inc., Keystone Foods Holdings Limited and Marfrig Global Foods S.A

SHARE PURCHASE AGREEMENT, dated as of August 17, 2018, by and between:

Capitalized terms used herein without definition are defined in Section 1.1.

WHEREAS:

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

The following terms, as used herein, have the following meanings:

“Accounting Firm” has the meaning given in Section 2.4.3.

“Accounting Principles” means: (i) IFRS in effect as of the date hereof; and (ii) to the extent not inconsistent with (i), the accounting methods, practices, procedures and policies used in the preparation of the Financial Statements, including the reporting period closing dates, consistently applied.

“Acquisition Proposal” means any offer or proposal for a merger or other business combination involving any Group Company, or any acquisition of any equity interest in, or 25% or more of the assets of the Group Companies, other than the transactions contemplated by this Agreement and other than to the extent related solely to the Excluded Business.

“Affiliate” of a Person means a Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person; provided that, BNDES shall not be deemed an Affiliate of Seller, Marfrig or any Group Company.

“Agreed Allowance” means $244,000,000.

“Agreement” means this Share Purchase Agreement, including the Schedules and Exhibits hereto, as may be amended from time to time.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, UK Bribery Act 2010, and all other applicable anti-corruption Laws.

“Balance Sheet Date” has the meaning given in Section 3.7.

“Base Price” means $2,400,000,000.

“BNDES” means BNDES Participações S.A.

“BNDES Consent” has the meaning given in Section 6.1.3.

“Business” means the business of production and supply of fresh, frozen and cooked (whether partially or fully) animal protein and other products, including further processed products, as conducted by the Group Companies, but excluding the Excluded Business.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, São Paulo, Brazil or London, England are authorized or required to close.

“Buyer” has the meaning given in the preamble of this Agreement.

“Buyer Fundamental Representations” means the representations and warranties contained in Sections 4.1 (Authorization; Binding Effect), 4.2 (Corporate Status) and 4.9 (Professionals, Brokers and Finders).

“Buyer Indemnitees” has the meaning given in Section 9.1.

“Buyer Released Parties” has the meaning given in Section 11.17.1.

“Buyer Releasing Parties” has the meaning given in Section 11.17.1.

“Cap” means an amount equal to: (i) the Base Price; (ii) minus the Agreed Allowance.

“Cash” means the aggregated cash, cash equivalents (to the extent convertible to cash within 90 days), bank deposits and marketable securities of or held by the Group Companies, as such cash and cash equivalents may be reduced by outstanding checks and drafts or pending electronic debits; provided, however, to the extent a Group Company is not wholly-owned by Seller or its Affiliates, the “Cash” of such Group Company shall be adjusted pro rata according to Seller’s equity interest in such Group Company. The Cash of the Group Companies as of the Reference Time shall be calculated pursuant to, and on the same basis of, Section 1.1(A) of the Disclosure Schedule, which contains a sample calculation of the Cash of the Group Companies as of June 30, 2018.

“Closing” has the meaning given in Section 2.2.

“Closing Date” has the meaning given in Section 2.2.

“Closing Statement” has the meaning given in Section 2.4.1

“Code” means the U.S. Internal Revenue Code of 1986.

“Collective Bargaining Agreement” means any agreement, binding memorandum of understanding or other contractual obligation between any Group Company and any labor organization or other authorized employee representative representing Service Providers.

“Company” has the meaning given in the recitals to this Agreement.

“Company Intellectual Property” means any and all Intellectual Property owned by any Group Company.

“Competing Business” means:

“Conditions Satisfaction Date” has the meaning given in Section 2.2.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of April 11, 2018, between Marfrig and Buyer.

“Consent” means any written consent, approval, authorization, certificate, waiver, permit, exemption or order of, registration or filing with, or report or notice to, or similar authorization of, any Person, including any Governmental Authority.

“Continuing Employee” has the meaning given in Section 7.1.1.

“Contract” means any written contract, purchase order, note, mortgage, indenture, license, lease or other instrument or arrangement.

“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Covered Products” means: (i) poultry Existing Products in the United States of America, China, Malaysia, Thailand and South Korea; (ii) beef Existing Products in Australia, China, Malaysia and South Korea; (iii) fish Existing Products in United States of America, China and Malaysia; (iv) pork Existing Products in China, Thailand and South Korea; (v) bakery Existing Products in China; and (vi) vegetable Existing Products in Malaysia.

“Covered Taxes” means any (i) Taxes of any Group Company for any Pre-Closing Tax Period or the portion of any Straddle Period ending on and including the Closing Date, (ii) Taxes of any Person (other than any other Group Company) imposed on any Group Company under Treasury Regulations Section 1.1502-6 (or under any similar provision of state, local or non-U.S. Law) as a result of such Group Company being or having been a member of an affiliated, consolidated, combined, unitary or similar group for Tax purposes prior to the Closing Date, (iii) Taxes of any Group Company arising under the principles of transferee or successor liability as a result of a transaction occurring prior to the Closing Date or by reason of being a party to any Tax Sharing Agreement entered into prior to the Closing Date, (iv) Taxes of any Group Company as a result of a breach by Seller of any covenant or agreement contained in Section 5.1.1(e), Section 5.1.1(xii) or Article 10, (v) Taxes of any Group Company that is, or was, a “United States shareholder” (as such term is defined in Section 951 of the Code) of a “Specified Foreign Corporation” (as such term is defined in Section 965 of the Code) prior to the Closing Date arising as a result of Section 965 of the Code, (vi) Transfer Taxes required to borne by Seller pursuant to Section 10.7, (vii) Taxes of any Group Company arising solely out of the transactions undertaken to effectuate the Restructuring Plan and (viii) any Taxes arising as a result of the sale of Buyer’s equity interests in McKey Korea LLC to Seller as provided in Section 5.12.

“Credit Agreement” means the Amended and Restated Credit Agreement by and among McKey Luxembourg Holdings S.à r.l Keystone Foods HoldCo LLC, Keystone Foods Intermediate LLC, McKey Luxembourg S.à r.l the several banks and other financial institutions or entities from time to time parties to the agreement, Coöperatieve Centrale Raiffeisen‑Boerenleenbank B.A., New York Branch, Bank of Montreal, ING Capital LLC, Industrial and Commercial Bank of China Limited, New York Branch, and Farm Credit Services of America, PCA, dated as of December 11, 2015, as amended on December 21, 2016, June 8, 2017 and May 14, 2018, and related agreements.

“Currency Conversion Methodology” means, with respect to any currency other than United States dollars, the relevant foreign exchange for such currency to United States dollars for the Business Day immediately prior to the Conditions Satisfaction Date as published in the Wall Street Journal.

“Data Room” means the Smartroom virtual data rooms (including the “clean room”) managed by Seller as the same existed at 7:00 p.m. (New York time) on August 16, 2018, the contents of which are contained in one or more CD-ROMs or other flash drives to be delivered by Seller to Buyer or its Representatives as soon as reasonably practicable after the date of this Agreement.

“De Minimis Loss” has the meaning given in Section 9.3.1.

“Deductible Amount” means an amount equal to: (i) the Base Price; (ii) minus the Agreed Allowance; (iii) multiplied by 0.75%.

“Designated Company” means any company publicly-listed as of the date hereof and headquartered in South America whose primary business is the production, sale and distribution of animal protein products or other food products.

“Disclosure Schedule” has the meaning given in Article 3.

“EHS Report” means the final 2018 reports prepared by Ramboll US Corporation or its Affiliates in connection with the transactions contemplated by this Agreement and made available in the Data Room.

“Environmental Law” means any applicable Law relating to Hazardous Substances, human health and safety (solely as it relates to exposure to Hazardous Substances) or the environment, natural resources, endangered or threatened species or otherwise regulating or imposing liability or standards of conduct concerning pollution or protection of the environment, including surface water, groundwater, ambient air, surface or subsurface soil or wildlife habitat.

“Environmental Permit” has the meaning given in Section 3.15.1(i).

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) which is (or at any relevant time was) a member of a “controlled group of corporations” with or under “common control” with any Group Company, as defined in Sections 414(b), (c), (m) and (o) of the Code or Section 4001(b)(1) of ERISA.

“Estimated Cash” has the meaning given in Section 2.3.3.

“Estimated Indebtedness” has the meaning given in Section 2.3.3.

“Estimated Purchase Price” has the meaning given in Section 2.3.1.

“Estimated Quasi-Indebtedness” has the meaning given in Section 2.3.3.

“Estimated Statement” has the meaning given in Section 2.3.3.

“Estimated Transaction Expenses” has the meaning given in Section 2.3.3.

“Estimated Working Capital” has the meaning given in Section 2.3.3.

“Excluded Business” means the business, operations, accounts and other assets and liabilities listed in Section ‎1.1(B) of the Disclosure Schedule, including the Services Providers whose work for the Group Companies is exclusively for the Excluded Business.

“Excusing Disclosure” has the meaning given in Section 11.5.

“Existing Customer” means any customer of the Business to whom the Business has supplied Existing Products in an amount equal to more than $1,000,000 in the United States or $500,000 in any other country of annual gross sales at any time in the twelve months prior to (x) the date hereof or (y) the Closing Date.

“Existing Products” means the (i) pre-closing products produced by the Business at any time in the twelve months prior to (x) the date hereof or (y) the Closing Date and (ii) any products that are of a similar type as, or are closely related to, the products described in clause (i).

“FDA” has the meaning given in Section 3.24.1.

“Final Allocation Statement” has the meaning given in Section 2.3.4.

“Final Purchase Price” has the meaning given in Section 2.4.5.

“Financial Statements” has the meaning given in Section 3.7.

“Financing” means any issuances of equity or convertible securities or bonds or incurrences of indebtedness for borrowed money by Buyer or any of its Subsidiaries, from time to time, in each case, for the purpose of financing the transactions contemplated by this Agreement.

“Financing Sources” means the Persons that have committed or may commit to provide or arrange, or otherwise entered into Contracts with Buyer and/or any of its Subsidiaries to provide or arrange, any Financing, including the parties (other than Buyer and its Subsidiaries) to the definitive documentation relating to any Financing, together with their respective Affiliates, officers, directors, employees, agents and representatives.

“Food Authorities” has the meaning given in Section 3.24.1.

“Foreign Competition Laws” means the antitrust or competition Laws in effect with respect to the transfer of Shares in the following jurisdictions: China, Japan and South Korea.

“Governmental Approval” means any Consent of, with or to any Governmental Authority.

“Governmental Authority” means any national, federal, state or local government, any entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including any government authority, agency, department, board, commission or instrumentality of the United States or a foreign nation or jurisdiction, any State of the United States or any political subdivision of any thereof and any court, tribunal or arbitrator.

“Government Official” means any public or elected official or officer, employee (regardless of rank), or person acting on behalf of a national, provincial, or local government, including a department, agency, instrumentality, state-owned or state-controlled company, public international organization (such as the United Nations or World Bank), or non-U.S. political party, non-U.S. party official or any candidate for political office, and any other person who would be considered a “government official” under the Anti-Corruption Laws.

“Group Companies” means each of the US Company, the Lux Company and their respective Subsidiaries (taking into consideration the implementation of the Restructuring Plan).

“Group Companies Benefit Plans” means (i) any “employee benefit plan” (as defined in section 3(3) of ERISA), (ii) any bonus or incentive compensation plan, and (iii) any material agreement providing for employment, change in control benefits, employee retention,

individual bonus or incentive compensation, or severance benefits, in each case for the benefit of any current or former employee, officer, director or independent contractor (who is an individual and performs services of a type or nature normally or generally performed by employees) of the Group Companies, and such individual’s beneficiaries and dependents, and as to which a Group Company is a sponsor or direct contracting party thereunder.

“Hazardous Substances” means any wastes, pollutants, chemicals or contaminants or any toxic, radioactive, corrosive, reactive or otherwise hazardous substances or materials, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), toxic mold, gasoline or petroleum or petroleum products or by-products, and any substance or material defined as such in or regulated under any applicable Law relating to the environment.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Identified Affiliate” means any natural person that, as of the date hereof, together with any members of his immediate family, has (directly or indirectly) beneficial ownership (as such term is used in Regulation 13D under the Securities Act of 1933, as amended) of more than 30% of the capital stock, voting stock or other equity interests of the Seller.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board and the International Financial Reporting Interpretation Committee and their predecessor bodies.

“Indebtedness” means, with respect to each Group Company, without duplication: all obligations (including the principal amount of and accrued and unpaid interest in respect of, and all prepayment penalties, breakage fees and exit fees incurred in connection with the repayment thereof) of such Group Company in respect of (i) borrowed money; (ii) all obligations of such Group Company evidenced by bonds, debentures, notes or similar instruments; (iii) mark to market on outstanding interest rate swap or protection, collar, hedging or similar agreements (it being understood that any amounts due to such Person under such agreements shall reduce the amount of Indebtedness of such Person); (iv) the deferred purchase price of businesses, property, securities, goods or services (including any “earn-outs”); (v) letters of credit, bankers’ acceptances and similar facilities issued for the account of such Group Company (but solely to the extent drawn and not paid); (vi) capitalized leases; and (vii) all obligations of the type described in any of clauses (i) through (vi) of any other Person to the extent such Group Company is responsible or liable, as obligor, guarantor, surety or otherwise, including any guarantees of such obligations; but excluding: (a) any Indebtedness to the extent owed by a Group Company to any other Group Company; and (b) any amounts taken into account in the calculation of Transaction Expenses, Quasi-Indebtedness or Working Capital, provided, however, to the extent a Group Company is not wholly-owned by Seller or its Affiliates, the “Indebtedness” of such Group Company shall be adjusted pro rata according to Seller’s equity interest in such Group Company. The Indebtedness of the Group Companies as of the Reference Time shall be calculated pursuant to, and on the same basis of, Section 1.1(A) of the Disclosure

Schedule, which contains a sample calculation of the Indebtedness of the Group Companies as of June 30, 2018.

“Indemnified Party” has the meaning given in Section 9.5.1.

“Indemnifying Party” has the meaning given in Section 9.5.1.

“Intellectual Property” means all intellectual property rights or other similar proprietary rights throughout the world, including any and all (i) trademarks, service marks, trade names, trade dress, logos, domain names, and social media identifiers and handles, including all variations, derivations, and combinations of any of the foregoing, (ii) copyrights, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, (iii) patents and patent applications, including all reissues, divisionals, continuations, continuations-in-part, extensions and reexaminations thereof, (iv) computer software, including source code, object code, firmware, operating systems and specifications, (v) trade secrets, business information, know how, databases and data collections, and (vi) all goodwill associated with any of the foregoing and all registrations and applications to register or renew the registration of any of the foregoing.

“IRS” means the United States Internal Revenue Service.

“IT Assets” means all computers, software, hardware, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology assets, including all documentation related to the foregoing, (i) owned by the Group Companies or (ii) licensed or leased to the Group Companies; in each case, which are material to the Group Companies.

“Key Employees” has the meaning given in Section 3.16.1.

“Knowledge of Seller” means the actual knowledge of Martin Secco (Chief Executive Officer of Marfrig), José Eduardo de Oliveira Miron (Chief Financial Officer of Marfrig and of the Business), Frank Ravndal (President and Chief Executive Officer of the Business), Bill Griffith (President, U.S. of the Business), Dr. Richard Wong (President, APMEA of the Business), Crystal Graham (Vice President of Finance of the Business) and John Lau (Senior Vice President of Finance, APMEA of the Business) without any duty of investigation or inquiry.

“Korean Business” means the business, operations, accounts and other assets and liabilities of McKey Korea LLC, which are further described as of the date hereof in the balance sheet of the Korean Business set forth in Section 1.1(C) of the Disclosure Schedule.

“Law” means any federal, state, local, foreign or international law, statute, treaty, ordinance, rule, regulation, order or code.

“Leased Real Property” has the meaning given in Section 3.11.2.

“Leases” has the meaning given in Section 3.11.2.

“Lien” means any mortgage, pledge, hypothecation, claim, security interest, encumbrance, adverse claim, easement, covenant, lien or charge.

“Litigation” means any action, cause of action, claim, demand, suit, proceeding or investigation, civil, criminal or regulatory, in law or in equity.

“Longstop Date” has the meaning given in Section 8.1.2.

“Losses” means any actual losses or damages and out-of-pocket expenses and reasonable and documented attorneys’ fees and expenses; provided, however, that “Losses” shall include (i) special, indirect, consequential or similar damages, any diminution in value, lost profits, impairment, loss of future revenue or income, in each case, to the extent reasonably foreseeable or payable to a third party, and (ii) punitive or exemplary damages, in each case to the extent payable to a third party.

“Lux Company” has the meaning given in the recitals of this Agreement.

“Lux Shares” means 2,621,483 shares of the Lux Company.

“Marfrig” has the meaning given in the preamble of this Agreement.

“Marfrig Guaranteed Obligations” has the meaning given in Section 11.18.1.

“Master Allocation Statement” has the meaning given in Section 2.3.4.

“Master Book Statements” has the meaning given in Section 3.7.

“Material Adverse Effect” means any change, event, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (A) the business, assets, liabilities or financial condition of the Group Companies taken as a whole; excluding any change, event, occurrence or effect arising out of or related to: (i) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby, including any related (x) loss or departure of officers or other employees of the Group Companies, (y) termination or potential termination of (or the failure or potential failure to renew), or default by the counterparties under, any Contracts with customers, suppliers or other business partners and (z) any other negative development (or potential negative development) in the Group Companies’ relationships with any of its customers, suppliers or other business partners; (ii) a change in Law or accounting standards, principles or interpretations thereof applicable to the Group Companies; (iii) changes generally applicable to financial, economic, political or similar conditions (including acts of war, armed hostilities, terrorism, weather conditions or any other force majeure) in the United States or any other country; (iv) changes or conditions generally applicable in the industries in which the Group Companies operate; (v) any actions taken or actions not taken due to an express prohibition in this Agreement on taking such actions (with or without consent) or which Buyer has approved, consented to or requested in writing; (vi) any failure by the Group Companies to meet internal budgets, plans or forecasts of revenues, earnings or other financial performance or results of operations, in and of itself, it being understood that the underlying causes of such failure may be taken into account in determining whether a Material Adverse Effect has occurred; and (vii) any matter disclosed in the Disclosure Schedule; provided, however, that, (1) in the case of clauses (ii), (iii) and (iv), such conditions or changes do not have a disproportionate impact on the Group Companies relative to other participants in the industries in which the Group

Companies participate and (2) clauses (i) and (v) shall not be excluded with respect to the representations and warranties and related conditions contained in this Agreement that are primarily intended to address the consequences of the execution or announcement of this Agreement or the consummation or performance of the transactions contemplated hereby; or (B) the ability of Seller to consummate the transactions contemplated by this Agreement.

“Material Contract” has the meaning given in Section 3.10.2.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 3(37) of ERISA as to which any Group Company or any of its ERISA Affiliates has an obligation to contribute in respect of its current or former employees.

“Multiemployer Plan Withdrawal Disbursement” means the amount of any resulting withdrawal liability under Title IV of ERISA that is finally determined and assessed against the Group Companies by reason of any event that occurs directly at any Group Company and constitutes a partial, complete or mass withdrawal of any Group Company from any Multiemployer Plan that occurs from the date hereof through the Closing Date, but excluding (i) the partial withdrawal liability of $63,768 owed to the United Food & Commercial Workers International Union-Industry Pension Fund for plan years 2006 through 2008 and (ii) any such withdrawal liability to the extent the ERISA Affiliates (other than any Group Company) assume responsibility for payment of such withdrawal liability and agree to indemnify the Group Companies for such withdrawal liability.

“Notice” has the meaning given in Section 11.2.1.

“Objection Notice” has the meaning given in Section 2.4.2.

“Ordinary Course” or “Ordinary Course of Business” means the conduct of the Business substantially in accordance with the Group Companies’ normal day-to-day customs, practices and procedures (taking into consideration the implementation of the Restructuring Plan).

“Organizational Documents” means: (i) with respect to a corporation, the certificate or articles of incorporation, bylaws and shareholders agreement (if any); (ii) with respect to any other Person, each charter, certificate of formation, partnership agreement, joint venture agreement, operating agreement and similar document, as applicable, adopted or filed in connection with the creation, formation or organization of such Person; and (iii) any amendment to any of the foregoing.

“Owned Real Property” has the meaning given in Section 3.11.1.

“Parties” has the meaning given in the preamble of this Agreement.

“Permitted Liens” means: (i) Liens reflected in or reserved against in the Financial Statements; (ii) Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings and for which reserves have been established in the Financial Statements in accordance with IFRS; (iii) Liens of warehousemen, mechanics and materialmen and other similar Liens incurred in the Ordinary Course of Business relating to obligations as to which there is no default on the part of any Group Company

or the validity or amount of which is being contested in good faith and by appropriate proceedings; (iv) with respect to the Real Property, matters that would be disclosed by a current title commitment or accurate survey of each parcel of real estate, in each case of this item (iv), that, individually or in the aggregate, do not materially interfere with the use of such Real Property as currently used, materially increase the operating cost thereof or materially detract from the value or would not reasonably be expected to have a Material Adverse Effect; or (v) with respect to the Real Property, matters disclosed by any survey made available to Buyer in the Data Room or defects in title, in each case of this item (v), that, individually or in the aggregate, do not materially interfere with the use of such Real Property as currently used, materially increase the operating cost thereof or materially detract from the value or would not reasonably be expected to have a Material Adverse Effect.

“Person” means any natural person, firm, limited liability company, general or limited partnership, association, corporation, company, joint venture, trust, Governmental Authority or other entity.

“Post-Closing Representation” has the meaning given in Section 11.15.

“Potential Contributor” has the meaning given in Section 9.5.5.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date.

“Products” has the meaning given in Section 3.24.1.

“Purchase Price” has the meaning given in Section 2.3.2.

“Qualified Plans” has the meaning given in Section 3.17.2(i).

“Quasi-Indebtedness” means, with respect to each Group Company, without duplication: (i) the balance sheet line items “Income Taxes Payable”, “Post-Retirement Liabilities” and “Other Long-Term Liabilities” and (ii) the non-balance sheet items Georgia debt service, Multiemployer Plan Withdrawal Disbursement and CEO severance; but excluding: (a) any Quasi-Indebtedness to the extent owed by a Group Company to any other Group Company; and (b) any amounts taken into account in the calculation of Transaction Expenses, Indebtedness or Working Capital; provided, however, to the extent a Group Company is not wholly-owned by Seller or its Affiliates, the “Quasi-Indebtedness” of such Group Company shall be adjusted pro rata according to Seller’s equity interest in such Group Company. The Quasi-Indebtedness of the Group Companies as of the Reference Time shall be calculated pursuant to, and on the same basis of, Section 1.1(D) of the Disclosure Schedule, which contains a sample calculation of the Quasi-Indebtedness of the Group Companies as of June 30, 2018.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Recoverable Transfer Taxes” means any Transfer Taxes that may be recovered (as mutually determined by the Parties) by way of a refund, credit, offset or other dollar-for-dollar reduction in Tax liability in the jurisdiction imposing such Transfer Taxes.

“Reference Time” has the meaning given in Section 2.2.

“Related Party Agreement” has the meaning given in 3.10.1(vii).

“Related to the Business” means required or necessary for, or exclusively related to or, used in or held for use in connection with, the Business as conducted by the Group Companies prior to the Closing.

“Representatives” means, with respect to any Person, such Person’s accountants, counsel, financial advisors, representatives, consultants, directors, officers, employees, stockholders, partners, members and agents.

“Restricted Territory” means the United States of America, Australia, China, Malaysia, South Korea and Thailand.

“Restructuring Documents” has the meaning given in Section 5.6.

“Restructuring Plan” means the step plan set forth in Section 1.1(E) of the Disclosure Schedule setting forth the principal steps that will be undertaken to effectuate: (i) the transfer of all of the outstanding equity interests of MF Foods USA, LLC, Keystone CLJV Holdings, Ltd., COFCO Keystone Supply Chain (Hong Kong) Investment Ltd., COFCO Keystone Supply Chain (China) Investment Ltd. and COFCO Keystone Supply Chain Logistics (China) Co., Ltd. to an Affiliate of Marfrig (other than a Group Company); (ii) the transfer of the Excluded Business to an Affiliate of Marfrig (other than a Group Company); and (iii) the transfer of the employment of the Retained Employees to an Affiliate of Marfrig (other than a Group Company).

“Retained Employees” means the individuals set forth in Section 5.6 of the Disclosure Schedule.

“Sale-Leaseback Plan” has the meaning given in Section 5.1.1(vi).

“Sales Measurement Period” has the meaning given in Section 5.12.

“Sanctions” has the meaning given in Section 3.22.6.

“Securities Act” has the meaning given in Section 4.5.

“Seller” has the meaning given in the preamble of this Agreement.

“Seller Benefit Plans” means (i) any “employee benefit plan” (as defined in section 3(3) of ERISA), (ii) any bonus or incentive compensation plan, and (iii) any material agreement providing for employment, change in control benefits, employee retention, individual bonus or incentive compensation, or severance benefits, in each case for the benefit of any current or former employee, officer, director or independent contractor (who is an individual) of the Group Companies, and such individual’s beneficiaries and dependents, and as to which Seller or its Subsidiaries (excluding the Group Companies) is a sponsor or direct contracting party thereunder.

“Seller Fundamental Representations” means the representations and warranties contained in Sections 3.1 (Authorization; Binding Effect), 3.2 (Corporate Status), 3.3 (Capitalization, Title to Shares), 3.4 (Subsidiaries), 3.21 (Professionals, Brokers and Finders) and 3.22 (Anti-Corruption Laws; Sanctions; Export Controls).

“Seller Group” has the meaning given in Section 11.15.

“Seller Indemnitees” has the meaning given in Section 9.2.

“Seller-provided EHS Report Expense” means any fees or expenses incurred by Ramboll US Corporation or its Affiliates in connection with the transactions contemplated by this Agreement and payable or reimbursable by any Group Company.

“Seller Released Parties” has the meaning given in Section 11.17.2.

“Seller Releasing Parties” has the meaning given in Section 11.17.2.

“Service Provider” means any director, officer, employee or individual independent contractor (and such contractor performs services of a type or nature normally or generally performed by employees) of the Business or any of the Group Companies.

“Shares” means the US Shares and the Lux Shares.

“Specified Legal Proceedings” has the meaning given in Section 9.1.4.

“Specified Products” means (i) frozen raw poultry or frozen raw poultry parts or cuts (whether (a) skinned or unskinned, (b) boned or boneless and/or (c) marinated or salted, including by injection, but not otherwise treated or seasoned) that is not further processed in any other way and (ii) beef patties (other than beef patties sold or distributed in Australia, China or South Korea).

“Straddle Period” means any taxable period that begins on or before the Closing Date and ends after the Closing Date.

“Subsidiaries” means each corporation or other Person in which a Person owns or controls, directly or indirectly, capital stock or shares or other equity interests representing at least 50% of the outstanding voting stock or other equity interests of such corporation or other Person; provided that, with respect to the Group Companies, “Subsidiaries” shall not include MF Foods USA, LLC, Keystone CLJV Holdings, Ltd., COFCO Keystone Supply Chain (Hong Kong) Investment Ltd., COFCO Keystone Supply Chain (China) Investment Ltd, COFCO Keystone Supply Chain Logistics (China) Co., Ltd. or their respective Subsidiaries.

“Subsidiary Securities” has the meaning given in Section 3.4.

“Target Working Capital” means $85,241,000.

“Target Quasi-Indebtedness” means $44,000,000.

“Tax” or “Taxes” means any U.S. federal, state, local or non-U.S. income, capital stock, profits, social security (or similar), unemployment, disability, including taxes based on alternative or add-on minimum, franchise, value added, gross receipts, real property, personal property, sales, use, transfer, license, excise, employment, payroll, withholding or minimum taxes, or any other custom, duty, customs duty or other similar assessment or charge in the nature of a tax imposed by any Governmental Authority, together with any interest, penalty, or addition thereto.

“Tax Claim” has the meaning given in Section 10.8.1.

“Tax Controversy” has the meaning given in Section 10.8.2.

“Tax Return” means any return, report, declaration, form, information return or other document filed or required to be filed with any Taxing Authority with respect to Taxes, including any amendments thereof.

“Tax Sharing Agreement” means any Tax sharing, allocation, reimbursement, indemnification, receivable or similar agreement entered into prior to Closing that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, other than any ordinary course commercial agreement that is not primarily related to Taxes.

“Taxing Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or other imposition of Taxes.

“Termination Fee” has the meaning given in Section 8.3.1.

“Third-Party Claim” has the meaning given in Section 9.5.1.

“Top Customer” has the meaning given in Section 3.20.1.

“Top Supplier” has the meaning given in Section 3.20.2.

“Transaction Expenses” means: (i) any change of control payment payable by a Group Company as a result of the consummation of the transactions contemplated by this Agreement (except for any change of control payment payable (x) pursuant to the Credit Agreement solely as a result of Buyer or any of its Affiliates electing not to terminate the Credit Agreement at Closing and (y) pursuant to any operating leases solely as a result of Buyer or any of its Affiliates not maintaining or taking any actions with respect to such operating leases post-Closing), plus (ii) all fees, commissions, expenses and similar payments payable to all attorneys, accountants, advisors and other professionals, and bankers’ brokers’ or finders’ fees payable by any Group Company solely in connection with the transactions contemplated by this Agreement, plus (iii) any severance pay for Retained Employees; plus (iv) any pre-Closing portion of annual short-term incentive bonuses (STI) (and the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing amounts); plus (v) any retention or change of control bonus payments, including, for the avoidance of doubt, the amounts listed on Section 3.17.5 of the Disclosure Schedule, severance payments payable under any change in control agreements, tax gross-up payments or similar liabilities (and the employer portion of any payroll, employment or similar Taxes associated with any of the foregoing amounts) payable by any Group Company to any employee in connection with the transactions contemplated by this Agreement, to the extent established prior to Closing; and (vi) the Seller provided EHS Report Expense; in each of clauses (i) through (vi) to the extent unpaid prior to the Closing; provided, however that Transaction Expenses shall not include: (a) any Quasi-Indebtedness or Indebtedness; (b) any items included in Working Capital; (c) any fees or expenses incurred by Buyer in connection with the transactions contemplated by this Agreement; or (d) any amounts paid by Seller.

“Transfer Taxes” means any and all sales, use, value added, stock transfer, real property transfer, intangible property transfer, personal property transfer, stamp, registration,

securities transactions, conveyance and notarial, documentary, recording or similar duties or taxes incurred in connection with the transactions contemplated hereby, together with any interest thereon, penalties, fines, costs, fees, additions to tax or additional amounts with respect thereto.

“Treasury Regulations” means the temporary and final regulations promulgated under the Code by the U.S. Department of Treasury and the IRS.

“US Company” has the meaning given in the recitals to this Agreement.

“US Shares” means 1,000 shares of common stock, par value $0.01 per share, of the US Company.

“USDA” has the meaning given in Section 3.24.1.

“Waiving Parties” has the meaning given in Section 11.15.

“Warranty Cap” means an amount equal to: (i) the Base Price; (ii) minus the Agreed Allowance; (iii) multiplied by 10%.

“WARN Act” has the meaning given in Section 7.1.8.

“Working Capital” means the consolidated balance of the asset accounts (line items highlighted in “green”) of the Group Companies listed on Section 1.1(F) of the Disclosure Schedule minus the consolidated balance of the liabilities accounts (line items highlighted in “orange”) of the Group Companies listed on Section 1.1(F) of the Disclosure Schedule (excluding “accrued interest” and “STI”), which contains a sample calculation of Working Capital of the Group Companies as of June 30, 2018. For the avoidance of doubt, Working Capital shall not include any current or deferred income Tax assets or any current or deferred income Tax liabilities.

Headings and table of contents should be ignored in constructing this Agreement.

References to one gender include all genders and references to the singular include the plural and vice versa.

References to this Agreement shall include any Exhibits, Schedules and Recitals to this Agreement and references to Articles, Sections, Exhibits and Schedules are to Articles of, Sections of, Exhibits to and Schedules to, this Agreement. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

References to books, records or other information mean books, records or other information in any form, including paper, electronically stored data, magnetic media, film and microfilm.

All dollar amounts set forth herein are expressed in the currency of the United States. All payments to be made under this Agreement by one Party to another Party shall be made in United States dollars.

In this Agreement, unless the context otherwise requires, any reference to “including”, “excluding” or “in particular” shall be illustrative only and without limitation. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” shall not be exclusive. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.

For the avoidance of doubt, the Parties acknowledge that the officers and directors of a Company or Seller referred to in the definition of “Knowledge of Seller” shall have no personal liability with respect to any indemnity or other obligation set forth in this Agreement or any other document relating to the transactions contemplated hereby or otherwise as a result of being named as a knowledge person for the purposes of this Agreement.

On the terms and subject to the conditions hereof, at the Closing, Seller shall sell the Shares to Buyer, and Buyer shall purchase the Shares from Seller.

The closing of the sale and purchase of the Shares (the “Closing”) shall take place at the offices of Linklaters LLP, 1345 Avenue of the Americas, New York, New York, at 10:00 a.m., New York City time, on the date that is five Business Days after the date on which the conditions set forth in Article 6 have been satisfied or waived (other than conditions that, by their terms, are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions) (the date of such satisfaction or waiver, the “Conditions Satisfaction Date”), or at such other place or on such other date or at such other time as the Parties may agree to in writing (the “Closing Date”); provided, however, that the parties may mutually agree in writing for the Closing Date to be the next first Business Day of a calendar month that occurs after the Conditions Satisfaction Date; provided, further, that (i) in all instances, if the Closing occurs, the Closing shall be deemed to occur at 12:01 a.m. (New

York time) on the Closing Date (the “Reference Time”), and (ii) for the avoidance of doubt, the obligations of each Party to consummate the transactions hereby shall remain subject to the continued satisfaction (or waiver) of the applicable conditions set forth in Article 6 during the period between the initial Conditions Satisfaction Date and any Closing Date.

At the Closing:

At the Closing:

Transaction Expenses”) and, based thereon: (vi) its calculation of the Estimated Purchase Price (the “Estimated Statement”). Within two Business Days after such delivery, if Buyer has any objections to Seller’s calculation of the Estimated Purchase Price, Buyer shall provide a detailed written statement of its objections to Seller. The Parties shall use their respective good faith efforts to resolve any dispute regarding the calculation of the Estimated Purchase Price as promptly as practicable. In case Seller and Buyer do not reach an agreement until the date falling two Business Days prior to the Closing Date, then Seller’s calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Quasi-Indebtedness, Estimated Transaction Expenses and the Estimated Purchase Price shall be conclusive for purposes of closing the transactions contemplated hereby, and will only be subject to the post Closing adjustment set forth in Section 2.4.

binding on Buyer and Seller, and neither Buyer nor Seller shall seek further recourse to courts or other tribunals, other than to enforce such report. The fees and expenses of the Accounting Firm shall be borne by Buyer or Seller in inverse proportion as each may prevail on the matters resolved by the Accounting Firm, which allocation will also be determined by the Accounting Firm and included in its written report.

If any amount which is to be taken into account for the purpose of calculating the Estimated Purchase Price, the Purchase Price or the Final Purchase Price is expressed in a currency other than United States dollars, it shall be converted into United States dollars using the Currency Conversion Methodology.

Subject to Section 11.5, except as set forth in the disclosure schedule delivered pursuant to this Agreement (the “Disclosure Schedule”), Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

Seller has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, except for the BNDES Consent. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite corporate action of Seller, except for such authorizations relating to the BNDES Consent. Seller has duly executed and delivered this Agreement. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar laws affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).

qualification or licensing is necessary, except where the failure to be so qualified or licensed or in good standing would not have a Material Adverse Effect. Seller has delivered to Buyer prior to the date hereof true and complete copies of the organizational documents of each of the US Company and the Lux Company as currently in effect.

The authorized, issued and outstanding shares of capital stock or other voting securities of all Subsidiaries of each Company (to the extent applicable), their respective jurisdictions of formation and each Company’s direct or indirect percentage ownership interest in such Subsidiaries are identified in Section 3.4 of the Disclosure Schedule (taking into consideration the implementation of the Restructuring Plan), together with the holders of

all ownership interests in each such Subsidiary (other than a Company) and such holder’s percentage ownership interest in such Subsidiary. All of the outstanding capital stock or other voting securities of each Subsidiary of a Company that is owned, directly or indirectly by such Company, is owned by such Company free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities) other than Permitted Liens and any transfer restriction under applicable securities Laws. All of the outstanding shares of capital stock or other voting securities of each Subsidiary of a Company are duly authorized, validly issued and fully paid and non-assessable. Each Company and its Subsidiaries does not own any shares of capital stock or other voting securities of any other Person, except as set forth in Section 3.4 of the Disclosure Schedule (taking into consideration the implementation of the Restructuring Plan). Seller and its Affiliates (other than the Group Companies) do not conduct the Business through any Person other than a Group Company (after taking into consideration the implementation of the Restructuring Plan). Except as set forth in Section 3.4 of the Disclosure Schedule (taking into consideration the implementation of the Restructuring Plan), there are no outstanding: (i) shares of capital stock or voting securities of any Subsidiary of either Company; (ii) securities of any of the Group Companies convertible into or exercisable or exchangeable for shares of capital stock or voting securities of any Subsidiary of either Company; or (iii) options, warrants or stock appreciation, phantom stock, preemptive or other similar rights or agreements to acquire from any of the Group Companies, or other obligation of Seller or any of the Group Companies to issue, transfer or sell any capital stock or voting securities of or securities convertible into or exercisable or exchangeable for capital stock or voting securities of any Subsidiary of either Company (the items in clauses (i) through (iii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of any of the Group Companies to repurchase, redeem or otherwise acquire any securities of the nature described in clauses (i), (ii), or (iii).

The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby (including the Restructuring Plan), does not require any Governmental Approvals, other than: (i) the BNDES Consent; (ii) compliance with any applicable requirements of the HSR Act and the Foreign Competition Laws; (iii) the Governmental Approvals listed in Section 3.5(iii) of the Disclosure Schedule; (iv) Governmental Approvals required in relation to the Restructuring Plan listed in Section 3.5(iv) of the Disclosure Schedule; and (v) any Consent under Laws other than competition laws that, if not obtained or made, would not have a Material Adverse Effect.

The execution, delivery and performance by each of Seller, each of the US Company and the Lux Company and their respective Subsidiaries of this Agreement and the consummation of the transactions contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both) or result in the creation of any Lien upon the Shares or

other assets of such Person, other than Permitted Liens or Liens created by Buyer, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit to which such Person is entitled, or require the Consent of or other action by any Person, under (i) any applicable Law, (ii) assuming the receipt of the BNDES Consent, the certificate of incorporation or by-laws or other organizational documents of such Person, or (iii) assuming the receipt of the BNDES Consent and all Consents set forth in Section 3.6 of the Disclosure Schedule, any Contract to which such Person or any Affiliate thereof is a party, except as would not have a Material Adverse Effect.

Seller has provided to Buyer in the Data Room the audited consolidated financial statements of the Group Companies as at and for the periods ended December 30, 2017 (the “Balance Sheet Date”) (the “Financial Statements”) and December 31, 2016, and the unaudited master book financial statements of the Group Companies used to prepare the consolidated financial statements of Marfrig as at and for the periods ended March 31, 2018 and June 30, 2018 (the “Master Book Statements”). Except as set forth in Section 3.7 of the Disclosure Schedule, the Financial Statements have been prepared in accordance with IFRS on the basis of the same accounting principles, consistently applied, throughout the periods indicated, except as otherwise noted therein. The Financial Statements present fairly in all material respects in accordance with IFRS on the basis of the accounting principles, consistently applied, throughout the periods indicated, the consolidated financial position, results of operations, cash flows and changes in equity of the Group Companies as at their respective dates. Except as set forth in Section 3.7 of the Disclosure Schedule, the Master Book Statements have been prepared in accordance with IFRS for the inclusion in the consolidated financial statements of Marfrig. The Master Book Statements present fairly in all material respects, for the basis on which they were prepared and subject to the absence of notes thereon, the financial position, results of operations and cash flows of the Group Companies as at their respective dates.

Except as set forth in Section 3.8 of the Disclosure Schedule and for liabilities (i) disclosed in the notes of or reserved against in the Financial Statements, (ii) that would not have a Material Adverse Effect, (iii) liabilities arising under any Contract set forth in the Disclosure Schedule (excluding liabilities arising out of a breach of, or default under, any such Contract) or (iv) incurred in the Ordinary Course of Business since the Balance Sheet Date (excluding liabilities arising out of a breach of, or default under, any applicable Law, Contract or license, franchise, permit, approval or similar authorization from any Governmental Authority), there are no liabilities of any kind whatsoever in relation to the Group Companies.

(i) Since the Balance Sheet Date, there has not been a Material Adverse Effect, and (ii) from the Balance Sheet Date to the date hereof, except as set forth in Section 3.9 of the Disclosure Schedule, the Group Companies have conducted the Business only in the

Ordinary Course and, without limiting the foregoing, there has not been any action taken by any Group Company that, if taken during the period from the date of this Agreement through the Closing Date without Buyer’s consent, would constitute a breach of Section 5.1.1.

clear of any Liens (other than Permitted Liens). There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings before any Governmental Authority with respect to any Owned Real Property.

Except as set forth in Section 3.13 of the Disclosure Schedule, there is no Litigation pending or, to the Knowledge of Seller, threatened against any of the Group Companies (or their assets), any of the Group Companies Benefit Plans or relating to the transactions contemplated hereby, except as would not have a Material Adverse Effect.

which are addressed solely by Sections 3.13, 3.15, 3.16, 3.17 and 3.18, 3.22 and 3.24, respectively.

Companies have: (i) engaged in any plant closing, work force reduction or other similar action (excluding individual terminations of employment occurring in the ordinary course of business consistent with past practice) that has resulted or would reasonably be expected to result in material, outstanding liability under applicable Law with respect to any Service Providers; or (ii) been issued any notice that any such action is to occur in the future with respect to any Service Providers.

required to be paid to the PBGC, (B) any unfunded accumulated benefits with respect to such Title IV Plan, or (C) any administrative or operational expenses of such Title IV Plan, no events have occurred or conditions exist that would be reasonably expected to result in material liability to the Group Companies after the Closing Date. No Group Company shall have any liability under Title IV of ERISA after the Closing Date by reason of being treated as a single employer with any ERISA Affiliate (other than any Group Company), as determined immediately before the Closing Date.

Except as set forth in Section 3.18 of the Disclosure Schedule:

included in the determination of Quasi-Indebtedness or Working Capital (each as taken into account in the Final Purchase Price).

Section 3.19 of the Disclosure Schedule sets forth all material insurance policies maintained by the Group Companies as of the date hereof, and prior to the date hereof, Seller has made available to Buyer in the Data Room a true and complete copy of each such policy as in effect as of the date hereof. All such policies are in full force and effect. There is no pending claim by any of the Group Companies under any of such policies as to which coverage has been denied by the underwriters of such policies. All premiums payable under all such policies have been timely paid in all material respects and the Group Companies have otherwise complied in all material respects with the terms and conditions of all such policies.

suppliers or other products or services orders) as of the date hereof (each, a “Top Supplier”) for the past calendar year. As of the date hereof, none of the Group Companies have received any written notice that any such supplier will not sell raw materials, supplies and other products and services to the Group Companies after the Closing Date on terms and conditions that are substantially similar to those used in its current sales to the Group Companies, subject to customary price increases, including as a result of this Agreement or the transactions contemplated hereby.

Except as set forth in Section 3.21 of the Disclosure Schedule, the fees of which shall be paid by Seller, no Group Company has any liability or obligation to pay fees or commissions to any attorney, accountant, investment banker, broker, finder or other intermediary in connection with the transactions contemplated by this Agreement.

Except as set forth in Section 3.22 of the Disclosure Schedule:

employees or agents is a Government Official or a close family member of a Government Official, except as would not be material to the Group Companies.

Section 3.23 of the Disclosure Schedule contains a true and complete list of all intercompany balances as of the date hereof between Seller and its Affiliates (other than any Group Company), on the one hand, and a Group Company, on the other hand.

Except as set forth in Section 3.24 of the Disclosure Schedule:

Food and Drug Administration (the “FDA”) thereunder and all other applicable statutes, regulations and requirements of the U.S. Department of Agriculture (the “USDA”) and any applicable requirements established by any state, local or foreign Governmental Authority responsible for regulating food products (together with the FDA and the USDA, collectively, the “Food Authorities”), and (ii) all terms and conditions imposed in any licenses, franchises, permits, approvals and similar authorizations granted to any Group Company by any Food Authority. The foregoing includes any applicable good manufacturing practices and sanitation requirements, labeling and advertising requirements, requirements relating to food or color additives, 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 and shelf-life requirements.

Except for the representations and warranties contained in this Article 3 (as modified by the Disclosure Schedule subject to Section 11.5), neither Seller, the Group Companies nor any other Person on behalf of Seller or the Group Companies makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Group Companies or the Group Companies’ businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise).

Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:

Buyer has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby have been, duly and validly authorized by all requisite corporate action of Buyer. Buyer has duly executed and delivered this Agreement. This Agreement is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).

The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, require no Governmental Approvals other than compliance with any applicable requirements of the HSR Act and the Foreign Competition Laws and any Consent under Laws other than competition laws that, if not obtained or made, would not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations hereunder.

The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with, contravene or result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both): (i) any applicable Law; (ii) the certificate of incorporation or by-laws or other organizational documents of Buyer; or (iii) any Contract or other instrument applicable to Buyer or any of its properties or assets, except as would not materially impair or delay the ability of Buyer to perform its obligations hereunder.

Buyer is acquiring the Shares for investment and not with a view toward any resale or distribution thereof, except in compliance with the Securities Act of 1933 (the “Securities Act”). Buyer hereby acknowledges that the Shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under the Securities Act.

There is no Litigation pending or, to the knowledge of Buyer, threatened against or affecting Buyer relating to the transactions contemplated hereby or that would reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations hereunder.

Buyer has, or will have immediately prior to and at the Closing, available unrestricted funds, available lines of credit or other sources of immediately available funds, in an amount sufficient in the aggregate to enable Buyer to make all necessary payments hereunder, including delivering the Estimated Purchase Price (together with any adjustments contemplated by Section 2.4) to Seller, as and when contemplated by this Agreement. Without limiting this Section 4.7, in no event shall the receipt or availability of any funds or financing by or to Buyer or any of its Affiliates or any other financing transaction be a condition to any of the obligations of Buyer hereunder.

Immediately after giving effect to the transactions contemplated by this Agreement, and assuming satisfaction of the conditions to Buyer’s obligations to consummate the transactions contemplated hereunder, Buyer will: (i) be able to pay its debts as they become due; (ii) own assets that have a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Buyer.

No attorney, accountant, investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of Buyer or any of its Affiliates is entitled to any fee or commission from Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement.

Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that neither Seller, the Group Companies nor any other Person is making any representations or warranties whatsoever, express or implied, at law or in equity, beyond those expressly given in Article 3 (as modified by the Disclosure Schedule subject to Section 11.5), Section 11.19.2, and any representations or warranties other than those set forth in Article 3 (as modified by the Disclosure Schedule subject to Section 11.5) and Section 11.19.2 are hereby disclaimed. Buyer hereby acknowledges and agrees to such disclaimer of any representations or warranties beyond those expressly given in Article 3 (as modified by the Disclosure Schedule subject to Section 11.5) and Section 11.19.2. Buyer further acknowledges that none of Seller, the Group Companies or any of their respective Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Group Companies or the transactions contemplated hereby, including in respect of the Business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 3 (as modified by the Disclosure Schedule subject to Section 11.5). Except with respect to the representations or warranties expressly given in Article 3 (as modified by the Disclosure Schedule subject to Section 11.5) and Section 11.19.2, none of Seller, the Group Companies or any of their respective Affiliates or any other Person will have or be subject to an objection or liability to Buyer or the Group Companies following the Closing or any other Person resulting from the distribution to Buyer or the Group Companies following the Closing or its Representatives or Buyer’s or the Group Companies’, following the Closing, use of, any such information, including any confidential memoranda or any draft registration statement on Form F-1 distributed on behalf of the Group Companies relating to the Group Companies or other publications or Data Room information provided to Buyer or its Representatives, or any other document or information in any form provided to Buyer or its Representatives in connection with the sale of the Group Companies and the transactions contemplated hereby. Buyer acknowledges that it is an informed and sophisticated Person and has engaged advisors experienced in the evaluation and purchase of companies such as the Group Companies as contemplated hereunder. Nothing in this Section 4.10 shall be deemed to constitute a waiver of fraud.

Buyer acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article 3 of this Agreement.

(other than the Group Companies) to any of the Group Companies except the transfer of any Retained Employees;

provided that, (x) nothing in this Agreement shall prevent or restrict Seller from taking any action (1) reasonably required to implement or comply with any obligations of Seller under this Agreement or (2) to implement the Restructuring Plan, and (y) if any Group Company takes any of the foregoing actions as permitted in accordance with this Section 5.1.1 following the Reference Time and prior to the Closing, the Final Purchase Price shall be calculated as if such actions had been taken prior to the Reference Time.

relating to the Business or any Group Company not required to be retained under such policies without giving 60 days’ prior written notice to Buyer and offering to deliver the same to Buyer at Buyer’s expense and (ii) to the extent allowed by applicable Law, Seller shall provide Buyer and its Representatives (at Buyer’s sole cost and expense) with reasonable access during normal business hours to the foregoing books and records to the extent reasonably necessary or useful for Buyer in connection with any Litigation or audit.

Neither Buyer nor Seller shall, and shall not permit their respective Affiliates to, make any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except for any announcement required by applicable Law or by the rules and regulations of any securities exchange or national market system upon which the securities of Buyer or Seller (as applicable) are listed, in which case such Party shall use its commercially reasonable efforts to provide the other Party with sufficient time, consistent with such requirements, to review the nature of such requirements and to comment upon such disclosure prior to publication.

Party in doing, all things necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its Affiliates with respect to this Agreement and, subject to the conditions set forth in Section 6.1.1 and Section 6.1.2, to consummate the transactions as soon as practicable. Subject to Section 5.5.4, Buyer shall use its commercially reasonable efforts to enable all waiting periods (including any extensions thereof) under the HSR Act or any Foreign Competition Law to expire or terminate, and for any appropriate Consents under the HSR Act or any Foreign Competition Law to be received, in order to cause the transactions contemplated by this Agreement to occur prior to the Longstop Date.

permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meeting or discussion.

Each document to be executed by the Group Companies following the date hereof in connection with the Restructuring Plan (the “Restructuring Documents”) shall be in form and substance reasonably acceptable to Buyer (with Buyer’s consent not to be unreasonably withheld, conditioned or delayed), and prior to executing (or permitting any Affiliate to execute) any Restructuring Document, Seller shall provide Buyer with a reasonable opportunity to review and comment thereon. Seller shall provide copies to Buyer of each executed final Restructuring Document on or prior to the Closing. Between the date of this Agreement and the Closing Date, Seller shall, and shall cause its Affiliates to, use its reasonable best efforts to effect, or cause to be effected, all actions, and to do and cause to be done, all things necessary proper or advisable (subject to applicable Laws) to consummate and render effective the Restructuring Plan in accordance with applicable Law prior to the Closing Date, including, without limitation, the preparation and filing or delivery of filings, notices, petitions, statements, registrations, submissions of information applications and other documents and obtaining of all regulatory approvals necessary to consummate the Restructuring Plan, and Seller shall not make any changes to the Restructuring Plan or any Restructuring Document that would have any cost or generate any liability or obligation to Buyer or the Group Companies following Closing without the prior written consent of Buyer (with Buyer’s consent not to be unreasonably withheld, conditioned or delayed).

Following the Closing, each of Buyer and Seller shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by the other Party, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby.

Seller shall as soon as reasonably practicable notify Buyer of: (i) any written notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; or (ii) to the extent allowed by applicable Law, any Litigation commenced or, to the Knowledge of Seller threatened against, Seller or any Group Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13 or Section 3.18.6 that relate to the consummation of the transactions contemplated by this Agreement.

Seller will deliver to Buyer the resignations of all officers and directors of any Group Company (other than the Retained Employees) who will be officers, directors or employees of Seller or any of its Affiliates after the Closing Date from their positions with such Group Company at or prior to the Closing Date.

by Buyer in writing) have the right to participate in such Designated Acquisition on equal terms with Seller, in which case Buyer and Seller shall negotiate in good faith the terms and conditions upon which the parties shall jointly pursue such Designated Acquisition. If (i) Buyer notifies Seller of its intention to not pursue the Designated Acquisition with Designated Business Purchaser or (ii) Buyer and Seller do not reach an agreement within 30 days on terms and conditions pursuant to which they shall jointly pursue such Designated Acquisition, then Designated Business Purchaser shall be allowed to proceed alone with the Designated Acquisition.

after the date on which Seller has purchased Buyer’s equity interests in McKey Korea LLC pursuant to Section 5.12, employees of the Korean Business) who is at the time of such solicitation, or was within the three months preceding such solicitation or hiring, an employee of any Group Company; provided that nothing in this Agreement shall (i) prohibit or restrict Seller or any of its Affiliates from conducting general searches for employees through general advertisements or other general postings via other media of employment opportunities or listings, employment search firms, job fairs or other similar means which are not specifically targeted at such employees or (ii) apply to any employee whose employment is terminated by Buyer or any of its Affiliates (including any Group Company).

All intercompany accounts between Seller or its Affiliates (other than any Group Company), on the one hand, and any Group Company, on the other hand, as of the Closing shall be settled and paid in full in cash prior to the Closing, in such a manner as would not result in any post-Closing liabilities for any Group Company. All Related Party Agreements shall be terminated prior to the Closing, in such a manner as would not result in any post-Closing liabilities for any Group Company.

Following the Closing, Buyer shall (i) conduct the business and operations of the Korean Business in good faith and (ii) use its reasonable best efforts to cause the Korean Business to achieve sales volume of 16,000 metric tons per annum on reasonable commercially viable terms (measured by reference to the historical margins of the Korean Business during the twelve-month period prior to June 30, 2017) by the date that is seven months after the Closing Date (the “Sales Measurement Period”). If, notwithstanding such efforts, the Korean Business has not achieved such sales volume on or before the expiration of the Sales Measurement Period, Buyer shall have the right to, within five days after expiration of the Sales Measurement Period, sell to Seller and, if Buyer exercises such right, Seller

will be required to buy or cause its Affiliates to buy from Buyer, Buyer’s equity interests in McKey Korea LLC at a price of $60,000,000, subject to the same terms and conditions set forth in this Agreement (including (a) price adjustment for Indebtedness, Quasi-Indebtedness, Cash and Working Capital and (b) representations, warranties and indemnities, in each case as to Buyer’s period of ownership and in each case adjusted appropriately to reflect the size and scope of the Korean Business relative to the Business).

Each of Seller and Buyer shall, and shall cause their Affiliates to, act in good faith and reasonably consult with each other to the extent permitted by applicable Law between the date hereof and the Closing Date to define the steps to transition of ownership of the Group Companies and control of the operations of the Business. If reasonably necessary for the operation of the Excluded Business following the Closing (as determined jointly by Seller and Buyer, acting in good faith), at Closing the parties shall execute, and Buyer shall cause the Group Companies to execute, a transition services agreement (to be mutually agreed by Seller and Buyer, acting in good faith) pursuant to which the Group Companies shall provide customary transition services to Seller and its Affiliates.

Subject to Section 11.1.2, prior to the Closing, Seller shall use its commercially reasonable efforts to, and to cause the Group Companies to use their respective commercially reasonable efforts to, cooperate with Buyer, as reasonably requested by Buyer, in its efforts to consummate any Financing, including (i) obtaining customary payoff letters and Lien terminations to the extent necessary to allow the extinguishing of existing Indebtedness of the Group Companies and the release of any Liens securing such Indebtedness, and (ii) to the extent available and allowed by applicable Law, providing customary financial statements and other information of the Group Companies as Buyer shall reasonably request in order to consummate such Financing (including the information set forth on Section 5.14 of the Disclosure Schedule), but Seller shall not be required to perform an audit of the Group Companies’ financial statements or conduct a reconciliation or restatement thereof or require its external auditors to provide comfort thereupon.

Seller, its Affiliates, the Group Companies and the officers, directors, employees and other agents of Seller, its Affiliates, and the Group Companies, will not, directly or indirectly, (i) take any action to solicit, initiate or encourage an Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to Seller or any Group Company or afford access to the properties, books or records of Seller or any Group Company to, any Person that may be considering making, or has made, an Acquisition Proposal. Seller will promptly notify Buyer after receipt of any Acquisition Proposal.

The obligations of the Parties to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Parties) at or prior to the Closing of the following conditions:

The obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by Buyer), at or prior to the Closing, of the following additional conditions:

“Material Adverse Effect” or any similar qualification or standard) as of the Closing Date with the same effect as though made on such date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date), with only such exceptions as would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

The obligation of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by Seller), at or prior to the Closing, of the following additional conditions:

determining the extent to which any employee has satisfied his or her deductible and out-of-pocket maximum for such year under such Group Companies Benefit Plans or other applicable medical plan of Buyer. Each Party shall timely provide the other Party with such records and information as may be reasonably requested by the other Party in order to enable the Parties to effect the foregoing.

This Agreement may be terminated at any time prior to the Closing:

due to the failure of the terminating Party to materially perform or materially comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party prior to Closing; provided, however, that (i) if the condition set forth in Section 6.1.1 is the only condition not satisfied or waived (other than conditions that must be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) as of such date, then such date may be extended by 90 days by either Seller or Buyer, respectively, by written notice to Buyer or Seller, respectively, and (ii) such date may otherwise be extended as mutually agreed in writing between Seller and Buyer;

(the “Termination Fee”), such payment to be made by wire transfer of immediately available funds to an account designated by Seller within ten Business Days after demand by Seller. For the avoidance of doubt, the Termination Fee shall not be paid in the event this Agreement is terminated pursuant to Sections 8.1.2 or 8.1.3 as a result of the denial of an approval or clearance under any Foreign Competition Law.

From and after the Closing, Seller shall indemnify and hold harmless each of Buyer and its Affiliates and their respective Representatives and their respective successors and assignees (collectively, the “Buyer Indemnitees”) from and against any and all Losses resulting from:

From and after the Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives and their respective successors and assignees (collectively, the “Seller Indemnitees”) from and against any and all Losses resulting from:

(excluding liability with respect to any Buyer Fundamental Representation) shall in no event exceed the Warranty Cap. The aggregate liability of Buyer to Seller Indemnitees under Section 9.2 shall in no event exceed the Cap.

covenant or agreement of Seller or Buyer, respectively, herein or any other breach of or claim under this Agreement.

in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, at all times to take over and assume control over the defense, settlement, negotiations or Litigation relating to any such Third-Party Claim; provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Third-Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed.

Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor to the extent necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.

Representatives may reasonably request from time to time in connection with the Specified Legal Proceeding and (v) using reasonable best efforts to provide written statements, answer interrogatories, respond to document requests, and prepare for, attend and participate in any mediation, depositions, arbitral proceeding, and trial. For so long as Seller controls the defense of any Specified Legal Proceeding, Buyer shall, and shall cause the Group Companies and its and their Affiliates to, forward to Seller promptly all written notices received from any other party to the Specified Legal Proceeding, the court, or any other party with respect to the Specified Legal Proceeding.

All claims for indemnification under Section 9.1 or Section 9.2 (i) with respect to the representations and warranties contained therein, other than the Seller Fundamental Representations, the Buyer Fundamental Representations and the representations and warranties contained in Section 3.15 must be asserted on or prior to the date that is 18 months following the Closing Date, and (ii) with respect to the Seller Fundamental Representations, the Buyer Fundamental Representations and the representations and warranties contained in Section 3.15 must be asserted on or prior to the date that is 36 months following the Closing Date.

Each Indemnified Party shall take, and cause its Affiliates to take, reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

reach such agreement within 15 days after receipt by Buyer of such notice of objection, the disputed items shall be resolved by the Accounting Firm, and the provisions of Section 2.4.3 shall apply to the Accounting Firm’s review, mutatis mutandis. If the Accounting Firm is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Accounting Firm’s resolution. Seller shall promptly reimburse Buyer for any Covered Taxes shown as due and payable on any Tax Return filed in respect of a Pre-Closing Tax Period or Straddle Period (which, for the avoidance of doubt, shall not include any Taxes that were taken into account on a dollar-for-dollar basis in the calculation of Quasi-Indebtedness or Working Capital for purposes of determining the Final Purchase Price). To the extent that the amount of Covered Taxes shown as due and payable on any amended Tax Return filed following resolution of a dispute by the Accounting Firm is less than the amount of Covered Taxes that were shown as due and payable on the previously filed Tax Return, Buyer shall promptly make a payment to Seller equal to the difference (except to the extent that such Taxes that were taken into account on a dollar-for-dollar basis in the calculation of the Quasi-Indebtedness or Working Capital for purposes of determining the Final Purchase Price). To the extent that the amount of Covered Taxes shown as due and payable on any amended Tax Return filed following resolution of a dispute by the Accounting Firm is more than the amount of Covered Taxes that were shown as due and payable on the previously filed Tax Return, Seller shall promptly make a payment to Buyer equal to the difference (except to the extent that such Taxes that were taken into account on a dollar-for-dollar basis in the calculation of the Quasi-Indebtedness or Working Capital for purposes of determining the Final Purchase Price). For the avoidance of doubt, the preparation and filing of any Tax Return of any Group Company that does not relate to a Pre-Closing Tax Period or a Straddle Period shall be exclusively within the control of Buyer and the Group Companies. For the avoidance of doubt, the reimbursement obligations set forth in this Section 10.1.1 shall not be subject to the limitations or procedures set forth in Article 9.

Except as required by applicable Law or upon a final determination of a Tax Claim, neither Buyer nor any of its Affiliates shall file any amended Tax Returns for a Pre-Closing Tax Period of any of the Group Companies.

Indemnitees under Section 9.1.3 or otherwise result in adverse Tax consequences to Seller, in each case, as reasonably determined by Seller.

Each eligible Group Company shall make and not revoke (or have made and not revoked) the election described in Section 965(h) of the Code.

All Transfer Taxes other than Recoverable Transfer Taxes incurred in connection with the transactions contemplated by this Agreement shall be borne 50% by Buyer and 50% by Seller. All Recoverable Transfer Taxes incurred in connection with the transactions contemplated by this Agreement shall be borne by the party entitled to the recovery of such Recoverable Transfer Taxes. For the avoidance of doubt, Seller shall bear 100% of all Transfer Taxes imposed with respect to any transactions occurring prior to the Closing Date (including any Transfer Taxes incurred to effect the Restructuring Plan). The Party required by applicable Law to file any Tax Return in respect of any Transfer Taxes described in this Section 10.7 and pay such Transfer Taxes shall timely prepare and file such Tax Return and pay such Transfer Taxes when due in compliance with applicable Law. The non-paying Party shall promptly reimburse the paying Party for its 50% share of any such Transfer Taxes paid. If required by applicable Law, the Parties will join in the execution of any such Tax Returns and other documentation. Buyer and Seller shall cooperate in good faith to establish any available exemption or reduction in applicable Transfer Taxes.

Any and all existing Tax Sharing Agreements binding upon the Group Companies (other than a Tax Sharing Agreement solely between or among the Group Companies) shall be terminated with respect to the Group Companies as of, or prior to, the Closing Date. After such date, none of the Group Companies, Seller or any of its Affiliates or any of their respective Representatives shall have any further rights or liabilities thereunder.

with a copy to:

with a copy to:

provided that, if a Notice would become effective under the above provisions after 5:30 p.m., local time of the recipient, on any Business Day, then it shall be deemed instead to become effective at 9:30 a.m., local time of the recipient, on the next Business Day (except that any termination notice pursuant to Section 8.1 shall be deemed given on the same day when transmitted). References in this Agreement to time are to local time at the location of the addressee as set out in the Notice.

This Agreement (including the Schedules hereto) and the Confidentiality Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties and their respective Affiliates and Representatives with respect to the subject matter hereof and thereof (including the Confidential Information Package, with respect to the Group Companies and any supplements thereto).

It is the explicit intent and understanding of each of the Parties that no Party nor any of its Affiliates or Representatives is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Articles 3 and 4, and no Party is relying on any statement, representation or warranty, oral or written, express or implied, made by the other Party or such other Party’s Affiliates or Representatives (including with respect to any estimates, projections, forecasts, budgets or other forward-looking information delivered or made available to Buyer or its Representatives) except for the representations and warranties set forth in such Articles. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (IMPLIED OR OTHERWISE), AT EQUITY, COMMON LAW, BY STATUTE OR OTHERWISE, AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE GROUP COMPANIES AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS

AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT BUYER TAKES THE ASSETS, PLANTS, INVENTORIES, AGREEMENTS, PROCEEDINGS OR EQUIPMENTS OF THE GROUP COMPANIES “AS IS” AND “WHERE IS”. The Parties agree that this is an arm’s-length transaction in which the Parties’ undertakings and obligations are limited to the performance of their obligations under this Agreement. Buyer acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the Group Companies and that it has only a contractual relationship with Seller, based solely on the terms of this Agreement, and that there is no special relationship of trust or reliance between Buyer and Seller. The documents that have been made available to Buyer or its Representatives in the Data Room or by e-mail, or delivered to Buyer’s legal counsel on one or more CD-ROMs or other flash drives by 7:00 p.m. (New York time) on August 16, 2018, shall be deemed disclosed and delivered pursuant to this Agreement. Nothing in this Section 11.4 shall be deemed to constitute a waiver of fraud.

The disclosure of any matter in a particular Section of the Disclosure Schedule shall be deemed to be disclosed with respect to (i) the representations and warranties (or covenants, as applicable) of Seller that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of Seller contained in this Agreement, but only if the relevance of that reference as a disclosure for purposes of such representations and warranties would be reasonably apparent to a reasonable person who has read that reference and such representations and warranties, but shall expressly not be deemed to constitute an admission by Seller or Buyer, or to otherwise imply, that any such matter is material for the purposes of this Agreement. The disclosure of any matter in the Disclosure Schedule is not to be treated as constituting or implying any representation, warranty, assurance or undertaking by Seller not expressly set forth in the Agreement, nor to be treated as adding to or extending the scope of any of Seller’s representations or warranties in the Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item or matter in any section of the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item or matter so included or other items or matters, are or are not material, and no Party shall use the fact that such amount, item or matter has been set forth in any section of the Disclosure Schedule in any dispute or controversy between the Parties as to whether any amount, item or matter not described herein or included in any Schedule is or is not material or is or is not in the Ordinary Course of Business, in each case for purposes of this Agreement. Seller may, from time to time prior to or at the Closing, by notice in accordance with the terms of this Agreement, supplement or amend any Disclosure Schedule, including one or more supplements or amendments to correct any item or matter which would constitute a breach of any representation, warranty, covenant or obligation contained herein. No such supplemental or amended Disclosure Schedule shall be deemed to supplement or amend any representation or warranty for purposes of Section 6.2.1 or Article 9, provided that, if Seller shall, as to any such supplement or amendment delivered no later than five Business Days prior to Closing (an “Excusing Disclosure”), acknowledge that

Buyer’s obligation to close is thereby excused under Section 6.2.1, and Buyer still elects to consummate the Closing, then such Excusing Disclosure shall be deemed to supplement or amend the applicable representations and warranties for all purposes under this Agreement.

No amendment, modification or discharge of this Agreement and no waiver hereunder shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any Party may otherwise have at law or in equity. Notwithstanding the foregoing provisions of this ‎Section 11.6, no amendment or modification to any of this sentence of this ‎Section 11.6, the proviso in Section 11.11, Section 11.13, Section 11.16.1 and/or Section 11.19 that is materially adverse to any Financing Sources shall become effective without the prior written consent of the materially adversely affected Financing Sources.

If any provision of this Agreement, including any phrase, sentence, clause, Section or subsection is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. If any provision of this Agreement shall be adjudged to be excessively broad as to duration, geographical scope, activity or subject, the parties intend that such provision shall be deemed modified to the minimum degree necessary to make such provision valid and enforceable under applicable Law and that such modified provision shall thereafter be enforced to the fullest extent possible.

This Agreement may be executed in several counterparts (including by facsimile, “.pdf” or other electronic transmission), each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

This Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other parties; except that Buyer may, without such consent, assign its rights and obligations, in whole or in part, under this Agreement to one or more of its wholly-owned Subsidiaries; provided that no assignment shall relieve Buyer of any liability or obligation hereunder.

Nothing in this Agreement shall confer any rights upon any Person other than the Parties and their respective heirs, successors and permitted assigns; provided, that the last sentence of Section 11.6, this proviso of this Section 11.11, Section 11.13, Section 11.16.1 and Section 11.19, in each case, pertaining to the Financing Sources, are intended to be for the benefit of, and shall be enforceable by, the Financing Sources.

The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

This Agreement (including any claim, suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Sources (in their capacities as such) arising out of, or relating to, this Agreement, the transactions contemplated hereby, any Financing or the performance of services thereunder or related thereto) shall be governed in all respects by the laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent such rules would require or permit the application of the laws of another jurisdiction. Except as set forth in Section 2.4.3, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State, City and County of New York, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or pertaining to any Financing (including any legal proceeding against any Financing Source), that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement, any of such document or any agreements pertaining to any Financing may not be enforced in or by said courts, and the parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process

or other papers in connection with any such action or proceeding in the manner provided in Section 11.2, or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding anything to the contrary contained in this Agreement, and any and all matters or disputes under this Agreement with respect to IFRS compliance shall be finally determined by the members of the national office of Grant Thornton LLP that have not previously worked for Seller, Buyer or any of their respective Affiliates (including any Group Companies).

Buyer hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all

such parties, the “Waiving Parties”), that Linklaters LLP may represent Seller in the event Seller so requests, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement (any such representation, the “Post-Closing Representation”), and Buyer on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Buyer and the Group Companies, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between Seller and any of its Affiliates (the “Seller Group”) and their counsel, including Linklaters LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated herein, or any matter relating to any of the foregoing, are privileged communications between the Seller Group and such counsel and none of Buyer, the Group Companies or any of the Waiving Parties, nor any Person purporting to act on behalf of or through Buyer or the Group Companies or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Buyer and the Group Companies, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Linklaters LLP, on the one hand, and the Group Companies or any Person in the Seller Group, on the other hand, occurring during the representation in connection with the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated herein in connection with any Post-Closing Representation. Notwithstanding the foregoing, (i) in the event that a dispute arises between the Group Companies, on the one hand, and a third party other than Seller, on the other hand, the Group Companies may assert the attorney-client privilege with respect to privileged communications to prevent disclosure of confidential communications to such third party and (ii) subject to and without waiver of the foregoing, and for the avoidance of doubt, each of the Parties to this Agreement hereby agrees that any pre-Closing attorney-client privilege and other privilege or immunity attaching to any communication, advice or materials pertaining to the Group Companies that would be relevant to Buyer after the Closing, but not related to the negotiation, preparation, execution, delivery and closing under this Agreement and consummation of the transactions contemplated herein (or any dispute related thereto), belong to and shall be controlled by the Group Companies.

CONTEMPLATED BY THIS AGREEMENT OR ANY FINANCING (INCLUDING ANY LEGAL PROCEEDING AGAINST ANY FINANCING SOURCE).

case, in respect of any cause, matter or thing relating to any of the Seller Released Parties occurring or arising on or prior to the Closing Date in connection with the transactions contemplated by this Agreement.

result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both) or result in the creation of any Lien upon the assets of Marfrig, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Marfrig or to a loss of any benefit to which Marfrig is entitled, or require the Consent of or other action by any Person (which has not already been validly obtained or validly taken in accordance with applicable Law), under (a) any applicable Law, (b) the certificate of incorporation or by-laws or other organizational documents of Marfrig, or (c) assuming the receipt of the BNDES Consent and all consents set forth in Section 3.6 of the Disclosure Schedule, any Contract to which Marfrig or any Affiliate thereof is a party or any Contract or instrument applicable to Marfrig or any of its properties or assets.

No Financing Source will have any liability to the Seller, either Company, any former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of either Company (in each case, in their capacities as such), or any former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any of the foregoing (in each case, in their capacities as such), relating to or arising out of this Agreement, any Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and none of the foregoing will have any rights or claims against any Financing Source or be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (such Financing Sources being express third party beneficiaries of this sentence).

IN WITNESS whereof, the Parties have duly executed this Agreement as of the date first above written.

By: /s/ Tom Hayes

Name: Tom Hayes

Title: President & CEO

IN WITNESS whereof, the Parties have duly executed this Agreement as of the date first above written.

By:     /s/ Marcos Antonio Molina dos Santos

Name: Marcos Antonio Molina dos Santos

Title: Director

By:     /s/ José Eduardo de Oliveira Miron

Name: José Eduardo de Oliveira Miron

Title: Diretor Administrativo Financeiro

By:     /s/ José Eduardo de Oliveira Miron

Name: José Eduardo de Oliveira Miron

Title: Diretor Administrativo Financeiro

By:    

Name: Tang David

Title: Diretor

IN WITNESS whereof, the Parties have duly executed this Agreement as of the date first above written.

By:    

Name: Marcos Antonio Molina dos Santos

Title: Director

By:    

Name: José Eduardo de Oliveira Miron

Title: Diretor Administrativo Financeiro

By:    

Name: José Eduardo de Oliveira Miron

Title: Diretor Administrativo Financeiro

By:     /s/ Tang David

Name: Tang David

Title: Diretor