Bakery Share Purchase Agreement

This Share Purchase Agreement is entered into as of November 9, 2010 by and among BBU, INC., a corporation incorporated under the laws of the State of Delaware (“Purchaser”), GRUPO BIMBO, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“Grupo Bimbo”), and SARA LEE CORPORATION, a corporation organized under the laws of the State of Maryland (“Seller”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article I.

WHEREAS, Seller directly owns 100% of the issued and outstanding shares of capital stock (the “Shares”) of Sara Lee Bakery Group, Inc., a corporation organized under the laws of the State of Delaware (“Bakery”), and Sara Lee Vernon, LLC, a limited liability company organized under the laws of the State of Delaware (“Vernon” and together with Bakery, the “Companies”);

WHEREAS, prior to the consummation of the Closing Transactions, Seller, Bakery and Vernon will have completed the Reorganization such that, as of the Closing Date, among other things, none of the Excluded Subsidiaries will be owned by the Companies or any of the Companies’ Subsidiaries;

WHEREAS, upon the terms and subject to the conditions hereinafter set forth, on the Closing Date, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Shares (the “Share Purchase” and together with the transactions contemplated by the Ancillary Agreements to be consummated at the Closing, the “Closing Transactions”);

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein (the sufficiency of which is acknowledged by the Parties), intending to be legally bound hereby, the Parties agree as follows:

Section 1.1 Definitions. For all purposes of this Agreement, the following capitalized terms shall have the following meanings:

“2010 Health Care Law” shall mean the Patient Protection and Affordable Care Act and its companion bill, the Health Care and Education Reconciliation Act of 2010.

“Accrued Bonus Amount” shall mean fifty percent (50%) of the amounts accrued for all bonuses of the Affected Employees as of Closing Date .

“Additional Businesses” shall mean the development, manufacture, marketing, distribution and/or sale of (i) bagels and English muffins produced at the Arlington, Texas, South Sioux City, Nebraska, and Vernon, California facilities of Seller and its Affiliates, (ii) pan bread produced at the Nashville, Tennessee facility of Seller and its Affiliates, and (iii) stuffing, croutons and bread crumbs produced at the Wisconsin Plant of Seller and its Affiliates, in the case of each of clauses (i), (ii) and (iii), for Seller’s foodservice bakery operations.

“Additional Businesses Financial Information” shall have the meaning set forth in Section 4.4(a)(ii) (Financial Statements).

“Additional Businesses Interim Financial Information” shall have the meaning set forth in Section 4.4(a)(iv) (Financial Statements).

“Adjusted Aggregate Net Indebtedness” shall mean (i) the aggregate combined amount of Indebtedness of the Companies (other than the I/O Loans and the I/O Loan Guarantees) less (ii) the aggregate combined amount of (x) all Outstanding Deposits and all cash not otherwise swept on or after the Closing Date from the accounts of the Companies or the Companies’ Subsidiaries to Seller or any of its Affiliates (and the Parties shall take into account any such cash sweeps in determining the Outstanding Deposits and cash on the Estimated Adjusted Closing Balance Sheet or the Closing Balance Sheet), and (y) cash equivalents and other short term securities of the Companies , in each case, determined as of the close of business on the Closing Date and in accordance with Seller Accounting Principles; provided, however, that if (A) the Vernon Mortgage has been defeased, (B) cash associated with such defeasance is, as of the Closing Date, on deposit in an account of the Companies or the Companies’ Subsidiaries or another account in the name of the Companies or the Companies’ Subsidiaries specified by the trustee relating to the Vernon Mortgage, and(C) the Indebtedness related to the Vernon Mortgage has not been cancelled, such Indebtedness shall not be included in the calculation of Adjusted Aggregate Net Indebtedness.

“Adjusted Net Working Capital” shall mean (i) the sum of the combined (A) trade accounts receivable, (B) notes receivable, (C) inventories, and (D) prepaid expenses and other current assets of the Companies less (ii) the sum of the combined (A) accounts payable, (B) Seller Outstanding Checks, and (C) accrued expenses (including current Taxes payable other than income and franchise tax) of Companies, with each such balance sheet line item being (x) determined as of the close of business on the Closing Date, (y) prepared in accordance with Seller Accounting Principles and the Adjusted Net Working Capital Example (z) calculated and adjusted in a manner consistent with the Adjusted Net Working Capital Example; provided, however, that “Adjusted Net Working Capital” shall not include any Adjustment Liabilities, any accrued bonuses, any Adjusted Aggregate Net Indebtedness, any deferred tax assets or liabilities, assets or liabilities relating to pension plan contributions, environmental reserves or litigation reserves. In addition, no reserves, liabilities, asset valuation allowances or similar items reflected in the combined balance sheet of the Fresh Bakery Operations as of July 3, 2010 shall be increased or reversed in determining the Closing Balance Sheet, Estimated Adjusted Net Working Capital or Final Adjusted Net Working Capital unless supported by a change in the facts and circumstances to which such amounts relate subsequent to July 3, 2010.

“Adjusted Net Working Capital Example” shall mean the example calculation of the Adjusted Net Working Capital as of October 2, 2010 set forth on Schedule 1.1(a).

“Adjustment Liabilities” shall mean the categories of Liabilities of the Companies set forth in Exhibit B, the amounts of which shall be determined in the manner, and on the basis of the assumptions and methodologies, specified in Exhibit C.

“Affected Benefit Plan” shall mean (i) any Companies Benefit Plan and (ii) any other Benefit Plan the liabilities of which are being transferred to Purchaser pursuant to Article VII.

“Affected Employee” shall mean any individual who is employed by the Companies or any Companies’ Subsidiary and any individual who becomes an employee of the Companies or any Companies Subsidiary as contemplated by Section 6.8 (Reorganization), Section 7.1(p) (Employee Matters) or Section 7.1(r) (Employee Matters) (and such term shall be interpreted to include all such individuals without regard to whether any such individual is employed by the Companies or any Companies’ Subsidiary as of the date hereof).

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. For avoidance of doubt, no I/O Distributor shall be considered an Affiliate of Seller, the Companies or the Companies’ Subsidiaries for purposes of this Agreement.

“Agreement” shall mean this Share Purchase Agreement, together with the Exhibits and Schedules hereto, as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Aggregate Balance” shall have the meaning set forth in Section 7.1(e)(iv) (Employee Matters).

“Alternative Financing” shall have the meaning set forth in Section 6.11(c) (Consummation of Financing).

“Ancillary Agreements” shall mean (i) the License Agreements, (ii) the Seller Transition Services Agreement, (iii) the Trademark Contribution Agreements, (iv) the Newco A Certificate of Formation, (v) the Newco B Certificate of Formation, (vi) the Newco A Operating Agreement, (vii) the Newco B Operating Agreement, (viii) the Newco A Cost Sharing Agreement, (ix) the Newco B Cost Sharing Agreement, (x) the Steering Committee Agreement, (xi) the Separateness Agreements, (xii) the BBU Guaranty, and (xiii) each other agreement, certificate or other instrument that is entered into in connection with this Agreement or any of the transactions contemplated hereby.

“Aon Designated Actuary” shall have the meaning set forth in Section 13.4 (Reimbursements to Seller).

“Applicable Rate” shall mean the U.S. Prime Rate as published in The Wall Street Journal from time to time.

“Arlington Lease” shall mean that certain Lease, dated as of February 28, 1991, by and between SLee Grand Prairie, L.P., as landlord, and Sara Lee Corporation, as tenant relating to the premises known as 737 and 725 Great Southwest Parkway, Arlington, Texas.

“As Agreed” shall mean, with respect to the Reorganization, that the Reorganization shall have been carried out in all material respects in the manner specified in Exhibit A; provided that any changes or amendments to the steps described in Exhibit A shall not, and shall not be reasonably likely to, delay the timely consummation of the Closing in any material respect.

“Assigned Leases” shall mean, collectively, (i) the Arlington Lease, (ii) the Knoxville Lease, (iii) the Madison Lease, (iv) the Mooresville Lease, (v) the Oklahoma City Lease, (vi) the Plover Lease, (vii) the Sunbury Lease, (viii) the Tulsa Lease, (ix) the Paramount Lease, (x) the Vernon Lease and (xi) all other leases, subleases and other agreements under which Seller has the right to use or occupy any real property and which are in respect of real property related exclusively to or used exclusively in the Business, including those leases identified on Schedule 4.6(b) for which Seller (or a predecessor in interest of Seller) is identified as tenant thereunder.

“Assumed Business Liabilities” shall mean any and all pre-Closing Liabilities of Seller and Seller’s Affiliates (other than the Companies and the Companies’ Subsidiaries) solely to the extent relating to (x) the ownership, use or operation of assets and properties of the Business, (y) claims in respect of Contracts relating solely to the Business or (z) claims related to the Affected Employees or Former Seller Employees, other than (i) any and all Liabilities related to Taxes and (ii) any and all Liabilities for which Seller and its Affiliates (other than the Companies and the Companies’ Subsidiaries) are responsible pursuant to Article VII (Post-Closing Covenants) or Article VIII (Covenants Relating to

Tax Matters). For the avoidance of doubt, Assumed Business Liabilities shall include Liabilities included in the Fresh Bakery Interim Balance Sheet and any Liabilities arising out of any of the Proceedings listed on Schedule 4.12 or any matters listed on Schedule 4.13, Schedule 4.14 or Schedule 4.20, but shall not include any Liabilities of Seller and Seller’s Affiliates (other than the Companies and the Companies’ Subsidiaries) to the extent arising out of the operation of the Excluded Operations.

“Audits” shall have the meaning set forth in Section 4.16(d) (Tax Matters).

“Ball Park License Agreement” means the Ball Park Trademark License Agreement, in the form attached hereto as Exhibit D-3.

“Base Purchase Price” shall have the meaning set forth in Section 2.2(a) (Purchase Price).

“BBU Guaranty” shall mean the BBU Guaranty, in the form attached hereto as Exhibit K.

“Beneficiary” shall have the meaning set forth in Section 12.1(a) (Guaranty of Grupo Bimbo).

“Benefit Plan” shall have the meaning set forth in Section 4.15(a) (Employee Benefit Plans).

“Business” shall mean (i) the development, manufacture, marketing, sale and/or distribution as currently conducted in the Territory by Seller and its Affiliates of bakery products that are fully-baked and delivered to customers as fresh, including white bread, variety bread, bagels, muffins, rolls, buns, snack cakes, English muffins, donuts, sweet rolls, biscuits and cookies, (ii) any royalties or other income producing activity of Seller and its Affiliates associated with the brands formulas and other assets related to the items described in clause (i) above, and (iii) the Additional Businesses. For the avoidance of doubt, the definition of “Business” shall exclude the Excluded Operations.

“Business Day” shall mean a day other than Saturday, Sunday or any day on which banks located in New York, New York or México, D.F. are authorized or required by Law to be closed.

“Business Guaranties” shall have the meaning set forth in Section 6.14(a) (Substitution of Guarantees).

“Butter Krust 401(k) Plan” shall have the meaning set forth in Section 7.1(f)(ii) (Employee Matters).

“Butter Krust Pension Plan” shall have the meaning set forth in Section 7.1(g)(x) (Employee Matters).

“Butter Krust Welfare Plan” shall have the meaning set forth in Section 7.1(e)(vii) (Employee Matters).

“Cap” shall have the meaning set forth in Section 11.6(b)(i) (Limits on Indemnification).

“Claim” shall have the meaning set forth in Section 13.1(b) (Insurance Proceeds and Payments).

“Closing Adjustment Items” shall have the meaning set forth in Section 2.6(d) (Purchase Price Adjustment).

“Closing Adjustment Statement” shall have the meaning set forth in Section 2.6(c)(ii) (Purchase Price Adjustment).

“Closing Balance Sheet” shall have the meaning set forth in Section 2.6(c)(i) (Purchase Price Adjustment).

“Closing Date Financial Statements” shall have the meaning set forth in Section 2.6(c)(ii) (Purchase Price Adjustment).

“Closing Date Purchase Price” shall be the Base Purchase Price as adjusted pursuant to Section 2.6(b).

“Closing Transactions” shall have the meaning set forth in the recitals hereto.

“COBRA” shall have the meaning set forth in Section 7.1(e)(iii) (Employee Matters).

“Collective Bargaining Agreements” shall mean, collectively, all collective bargaining agreements, union contracts, works council agreements or similar arrangements entered into between any “labor organization” (as defined in Section 2(5) of the National Labor Relations Act) and Seller or the Companies, any Companies’ Subsidiary or the Additional Businesses covering, relating to or benefiting any employee or former employee of the Companies, any Companies’ Subsidiary or the Additional Businesses.

“Companies Benefit Plan” shall mean any Benefit Plan that is sponsored by the Companies or any of the Companies’ Subsidiaries.

“Companies Intellectual Property” shall mean all Intellectual Property that is used, held for use or exploited by Seller and its Affiliates (including the Companies and the Companies’ Subsidiaries) or on their behalf in the conduct of the Business as currently conducted but excluding therefrom any Excluded Assets. For the avoidance of doubt, Companies Intellectual Property includes all Licensed Intellectual Property.

“Companies Multiemployer Plan” shall have the meaning set forth in Section 4.15(d) (Employee Benefit Plans).

“Companies Multiemployer Welfare Benefit Plan” shall have the meaning set forth in Section 4.15(i) (Employee Benefit Plans).

“Companies Pension Plan” shall mean any Benefit Plan that is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) with respect to which Seller, the Companies, the Companies’ Subsidiaries or any of their respective Affiliates has or could have any liability with respect to unfunded or underfunded liabilities.

“Companies’ Subsidiary” shall mean each Subsidiary of the Companies other than the Excluded Subsidiaries.

“Companies UPC Codes” shall mean all uniform product codes used in the Business.

“Company Owned Property” shall have the meaning set forth in Section 4.6(a) (Property).

“Competitive Business” shall have the meaning set forth in Section 7.3(a) (Non-Competition).

“Confidentiality Agreement” shall mean the letter agreement dated August 27, 2010 between Seller and Purchaser.

“Contract” shall mean with respect to any Person, any guarantee of indebtedness or credit agreement, note, bond, mortgage, lease, permit, concession, franchise, license, arrangement, undertaking, contract, commitment, obligation, indenture, deed of trust or other instrument, document or agreement (whether written or oral) by which that Person, or any amount of its present or future properties or assets, is legally bound or subject.

“Contribution Agreement to Bakery” shall mean the Contribution Agreement to Bakery, in the form attached hereto as Exhibit F-3.

“Control”, including when used in the terms “Controlled by”, “Controlling” and “under common Control with”, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, as trustee or executor, as general partner or managing member, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Conveyed Intellectual Property” shall mean all Intellectual Property to be contributed to one of the Companies or one of the Companies’ Subsidiaries pursuant to the Contribution Agreement to Bakery.

“Conveyed Trademarks” shall mean all Trademarks included in the Conveyed Intellectual Property.

“Copyrights” shall mean U.S. and foreign registered and unregistered copyrights (including those in Software, web content and databases), and all registrations and applications to register the same.

“Core Representations” shall have the meaning set forth in Section 11.1(a)(ii) (Survival).

“CP Date” shall mean the date on which all conditions set forth in Article IX (Conditions) have been satisfied or waived (other than those conditions that, by their terms, are to be satisfied at Closing, but subject to the waiver or fulfillment of those conditions).

“Data Site” shall mean the data site established by Seller with Merrill Corporation or its Affiliates in connection with the sale of the Business.

“Days Off Accrual” shall have the meaning set forth in Section 7.1(i) (Employee Matters).

“Deductible Amount” shall have the meaning set forth in Section 11.6(b)(ii) (Limits on Indemnification).

“Designated Actuary” shall have the meaning set forth in Section 13.4 (Reimbursements to Seller).

“Determination Date” shall mean the earlier to occur of (i) if Seller does not timely deliver a Dispute Notice, the date that is forty five (45) days following the date on which Purchaser delivers the Closing Date Financial Statements to Seller, and (ii) if Seller timely delivers a Dispute Notice, the earlier to occur of (x) the date on which Purchaser and Seller finally and conclusively resolve in a definitive agreement any and all disputes set forth in the Dispute Notice and (y) the date of the Final Report of the Independent Accounting Firm.

“Dispute Notice” shall have the meaning set forth in Section 2.6(d) (Purchase Price Adjustment).

“Distributor” shall mean (i) any I/O Distributor and (ii) any Non-I/O Distributor.

“Divestiture Action” shall have the meaning set forth in Section 6.3(b) (Efforts and Actions to Cause Closing to Occur).

“Earthgrains International” shall mean Earthgrains International Holdings, Inc., a corporation organized under the laws of the State of Delaware.

“EGR International” shall mean EGR International, Inc., a corporation organized under the laws of the State of Delaware.

“Employment Date” shall have the meaning set forth in Section 7.1(p) (Employment Matters).

“Encumbrances” shall mean any and all liens, charges, security interests, title defects, options, claims, mortgages, pledges, proxies, voting trusts or agreements or other restrictions on title or transfer of any nature whatsoever.

“Energy Commodities” shall mean energy commodities, including oil, heating oil, natural gas and unleaded gas.

“Environmental Laws” shall mean any Laws relating to pollution, protection of the environment, natural resources damages or human health and safety, occupational health and safety to the extent relating to Hazardous Substances (excluding the U.S. Food, Drug and Cosmetic Act and similar Laws and products liability), or the presence, management, emission, discharge, spill, disposal, escape, migration or release of or exposure to Hazardous Substances.

“Environmental Permits” shall mean all permits, licenses, franchises, approvals, certificates, consents, waivers, exemptions, orders, registrations, notices or other authorizations of any Governmental Entity issued pursuant to Environmental Law.

“ERISA Affiliates” shall mean any trade or business, whether or not incorporated, that, together with the Companies or any Companies’ Subsidiary, is or would be considered a “single employer” within the meaning of Section 414(b) or (c) of the Code.

“Estimated Accrued Bonus Amount” shall have the meaning set forth in Section 2.6(a)(ii)(E) (Purchase Price Adjustment).

“Estimated Adjusted Aggregate Net Indebtedness” shall have the meaning set forth in Section 2.6(a)(ii)(A) (Purchase Price Adjustment).

“Estimated Adjusted Closing Balance Sheet” shall have the meaning set forth in Section 2.6(a)(i) (Purchase Price Adjustment).

“Estimated Adjusted Net Working Capital” shall have the meaning set forth in Section 2.6(a)(ii)(B) (Purchase Price Adjustment).

“Estimated Adjustment Liabilities” shall have the meaning set forth in Section 2.6(a)(ii)(C) (Purchase Price Adjustment).

“Estimated Adjustment Statement” shall have the meaning set forth in Section 2.6(a)(ii) (Purchase Price Adjustment).

“Estimated Financial Statements” shall have the meaning set forth in Section 2.6(a)(ii) (Purchase Price Adjustment).

“Estimated Seller Outstanding Checks” shall have the meaning set forth in Section 2.6(a)(ii) (Purchase Price Adjustment).

“Excluded Assets” shall mean with respect to the Reorganization, those assets listed in Exhibit A.

“Excluded Operations” shall mean (i) the development, manufacture, marketing, sale and/or distribution of chilled or frozen products and (ii) any products developed, manufactured or marketed by, or distributed and/or sold through, any of Seller’s or any of its Affiliates’ in-store bakery, frozen bakery and/or foodservice bakery operations, other than the Additional Businesses, in each case including any royalties or other income producing activity of Seller and its Affiliates associated with the brands, formulas and other assets related to any of the items in clause (i) or (ii) above.

“Excluded Operations Guaranties” shall have the meaning set forth in Section 6.14(b) (Substitution of Guarantees).

“Excluded Subsidiaries” shall mean (i) EGR Resources, Inc., and (ii) Earthgrains International and each of its Subsidiaries, including EGR International.

“Excluded Taxes” shall have the meaning set forth in Section 8.1(a) (Allocation).

“Exempt Business Activities” shall mean (i) the Excluded Operations and (ii) any business activities incidental or related thereto that do not overlap with the Business.

“Final Accrued Bonus Amount” shall mean the amount of Final Accrued Bonus Amount as of the close of business on the Closing Date as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment).

“Final Adjusted Aggregate Net Indebtedness” shall mean the amount of Adjusted Aggregate Net Indebtedness as of the close of business on the Closing Date as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment).

“Final Adjusted Net Working Capital” shall mean the amount of Adjusted Net Working Capital as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment).

“Final Adjustment Liabilities” shall mean the amount of Adjustment Liabilities as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment).

“Final Report” shall have the meaning set forth in Section 2.6(e) (Purchase Price Adjustment).

“Final Seller Outstanding Checks” shall mean the Seller Outstanding Checks as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment).

“Financial Debt” of any Person at any date shall mean, without duplication: (i) Indebtedness of such Person as of such date; (ii) all deferred obligations of such Person as of such date to reimburse any bank or other Person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other similar instrument; (iii) all obligations of such Person as of such date in respect of any interest rate or currency swaps, caps, collars, options, futures, or other similar derivative instruments; (iv) all obligations of such Person as of such date in respect of bankers’ acceptances or similar facilities issued or created for the account of such Person; and (v) all guarantees of such Person as of such date of any indebtedness of any other Person of the type described in clauses (i) through (iv) above. For the avoidance of doubt, Financial Debt in the case of Seller, the Companies and the Companies’ Subsidiaries shall not include the Adjustment Liabilities, any unfunded or underfunded Liability with respect to any Companies Multiemployer Plan or Companies Multiemployer Welfare Benefit Plan or Companies Pension Plan, any I/O Loans or any I/O Loan Guarantee.

“Financing” shall have the meaning set forth in Section 5.5(a) (Financing Commitment).

“Financing Documents” shall mean (i) the Revolving Credit Agreement, dated as of April 26, 2010, by and among Purchaser, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as Administrative Agent, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer and ING Capital LLC, as Documentation Agents, and Banc of America Securities LLC, Banco Nacional de México, S.A. integrante del Grupo Financiero Banamex, Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, and ING Capital LLC, as Joint Lead Arrangers and Bookrunners, and (ii) the Revolving Credit Agreement (Contrato de Apertura de Crédito), dated as of October 27, 2010, between Grupo Bimbo and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa.

“Former Seller Employee” shall mean an individual whose employment has terminated but who (i) when last employed by Seller or one of its Affiliates, was employed by the Companies or a Companies’ Subsidiary, or (ii) was employed by Seller or any of its other Affiliates in any position with respect to which his or her responsibilities primarily related to the Business and, in either case, whose name is listed on the Schedule of Former Seller Employees delivered to Purchaser in accordance with Section 7.1(n) (Employee Matters).

“Franchise Agreements” shall have the meaning set forth in Section 4.23(a) (Distribution Arrangements; I/O Loans).

“Franchise Disclosure Documents” shall have the meaning set forth in Section 4.23(a) (Distribution Arrangements; I/O Loans).

“Fresh Bakery Balance Sheet” shall have the meaning set forth in Section 4.4(a)(i) (Financial Statements).

“Fresh Bakery Financial Statements” shall have the meaning set forth in Section 4.4(a)(i) (Financial Statements).

“Fresh Bakery Interim Balance Sheet” shall have the meaning set forth in Section 4.4(a)(iii) (Financial Statements).

“Fresh Bakery Interim Financial Statements” shall have the meaning set forth in Section 4.4(a)(iii) (Financial Statements).

“Fresh Bakery Operations” shall mean the Business, other than the Additional Businesses.

“Funds Flow Statement” shall mean a Funds Flow Statement, in a form reasonably acceptable to the Parties, specifying, among other things, wire instructions for Seller and the accounts to which the Closing Date Purchase Price shall be paid pursuant to this Agreement, which Funds Flow Statement shall be executed and delivered by the Parties two (2) Business Days prior to the Closing Date.

“GAAP” shall mean generally accepted accounting principles in the United States of America as applied in a manner consistent with the past practices of the applicable Person.

“Governmental Entity” means any federal, national, supranational, state, provincial, departmental, local or similar government, governmental, regulatory or administrative authority, branch, agency, court of competent jurisdiction or commission or any judicial or arbitral body or any branch of power, whether judicial, legislative or administrative.

“Grupo Bimbo” shall have the meaning set forth in the opening paragraph of this Agreement.

“Grupo Bimbo Guaranteed Obligations” shall have the meaning set forth in Section 12.1(a) (Guaranty of Grupo Bimbo).

“Grupo Bimbo Guaranteed Person” shall have the meaning set forth in Section 12.1(a) (Guaranty of Grupo Bimbo).

“Grupo Bimbo Guaranty” shall have the meaning set forth in Section 12.1(a) (Guaranty of Grupo Bimbo).

“Hazardous Substances” means any pollutants, contaminants, toxic or hazardous substances, materials, wastes, constituents, compounds, chemicals, natural or man-made elements that are regulated by, or form the basis of liability under, any Environmental Laws, including asbestos, asbestos-containing material, petroleum and petroleum products and by-products.

“Heiners Pension Plan” shall have the meaning set forth in Section 7.1(g)(x) (Employee Matters).

“HQ Premises” shall have the meaning set forth in Section 6.6(b) (Transition Services).

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indebtedness” of any Person at any date shall mean, without duplication, (i) all indebtedness of such Person as of such date for borrowed money or for the deferred purchase price of property other than trade liabilities incurred in the ordinary course of business (including principal, interest and fees), (ii) all indebtedness of such Person under capital leases (as determined in accordance with GAAP as in existence on the date hereof), and (iii) any other indebtedness of such Person as of such date that is evidenced by a note, bond, debenture or similar instrument or commercial paper, and in each case, accrued, but unpaid, interest thereon. Notwithstanding the foregoing, Indebtedness shall not include intercompany payables or loans of any kind or nature between or among the Companies and the Companies’ Subsidiaries. For the avoidance of doubt, Indebtedness in the case of Seller, the Companies and the Companies’ Subsidiaries shall not include the Adjustment Liabilities, any unfunded or underfunded Liability with respect to any Companies Multiemployer Plan, Companies Multiemployer Welfare Benefit Plan, Companies Pension Plan, any I/O Loans, any I/O Loan Guarantee or any items in clauses (ii) through (iv) of the definition of “Financial Debt”.

“Indemnified Party” shall have the meaning set forth in Section 11.5(a) (Indemnification Procedures).

“Indemnifying Party” shall have the meaning set forth in Section 11.5(a) (Indemnification Procedures).

“Independent Accounting Firm” shall have the meaning set forth in Section 2.6(e) (Purchase Price Adjustment).

“Insurance Policies” shall have the meaning set forth in Section 4.11 (Insurance).

“Intellectual Property” shall mean, collectively, all of the rights, title or interest in any of the following, arising under the Laws of the U.S., any state, any other country, or international treaty regime, whether or not filed, perfected, registered or recorded, including all renewals and extensions thereof: (i) Trademarks; (ii) Patents and inventions, invention disclosures, and improvements, whether or not patentable; (iii) Copyrights, rights of publicity (and other rights to use the names and likenesses of individuals); (iv) Trade Secrets and rights to limit the use or disclosure thereof by any Person; (v) internet domain names; (vi) design rights; (vii) Software; and (viii) claims, causes of action and defenses relating to the enforcement of any of the foregoing.

“Intercompany Accounts” shall mean all balances related to indebtedness, including any intercompany indebtedness, loan, guaranty, receivable, payable or other account (other than trade payables and receivables) between Seller and its Subsidiaries (other than the Companies and the Companies’ Subsidiaries) on the one hand, and the Companies and the Companies’ Subsidiaries, on the other hand.

“I/O Distributor” shall mean any independent operator under a distribution agreement entered into with the Companies or a Companies’ Subsidiary for the sale and distribution of the Companies’ products.

“I/O Loan Guarantee” shall mean any guarantee of any Indebtedness described in clause (i) of the definition of I/O Loan by the Companies, the Companies’ Subsidiaries or any other Sara Lee Entity.

“I/O Loans” shall mean (i) any Indebtedness of any I/O Distributor incurred as contemplated by the Distribution Loan Program Agreement, dated as of November 23, 1999, by and among Sara Lee Corporation, successor by merger to Sara Lee Fresh, Inc., Sara Lee Bakery Group, Inc., Sara Lee Distribution LLC and Banc of America Leasing & Capital, LLC, and (ii) any capital leases of any I/O Distributor of the type that are reflected on the Fresh Bakery Balance Sheet.

“IT Contracts” shall have the meaning set forth in Section 4.18 (IT Systems).

“IT Systems” shall mean information technology and communication systems, including hardware, proprietary and third party Software, data, services, networks, peripherals and associated documentation.

“Knowledge” with respect to a particular fact or other matter shall mean the actual (but not constructive or imputed) knowledge of the individuals listed on Schedule 1.1(b) after a prudent, reasonable inquiry concerning the existence of such fact or other matter.

“Knoxville Lease” shall mean that certain Lease Agreement, dated as of July 31, 1959, by and between S.L. Sullins Sr., Maragaret Mitchell Wayland, and Mary Mitchell Goodman, as lessor, and Sara Lee Corporation, as lessee relating to the land located at 2110 Chapman Highway, Knoxville, Tennessee, as amended from time to time.

“Law” shall mean any statute, law, constitutional provision, code, regulation, circular, ordinance, rule, ruling, judgment, decision, order, writ, injunction, decree, permit, concession, grant, franchise, license, agreement, directive, binding guideline or policy, or rule of common law, requirement of or other governmental restriction of or determination by any Governmental Entity or any interpretation of any of the foregoing by any Governmental Entity.

“Leased Properties” shall have the meaning set forth in Section 4.6(b) (Property).

“Legacy Export Territory” shall mean each country outside of North America in which, as of the Closing Date, there is a registered Licensed Trademark.

“Legacy Insurance Policies” means any insurance policy or program not otherwise included in the Seller Insurance Policies under which insurance coverage was, is or hereafter may be available to the Companies or the Companies’ Subsidiaries, or any predecessor in interest to the Companies or the Companies’ Subsidiaries, in respect of acts, events, losses or occurrences in the period prior to the Closing.

“Letter of Credit” shall have the meaning set forth in Section 13.4 (Reimbursements to Seller).

“Liabilities” shall mean all debt, liabilities, commitments or obligations of any kind (whether known or unknown, whether asserted or not asserted, whether fixed, absolute or contingent, whether matured or unmatured, whether determined, determinable or otherwise, whether accrued or unaccrued, whether liquidated or unliquidated, whether classified as such under GAAP or other applicable generally accepted accounting principles, and whether due or to become due) including any liability for Taxes.

“License Agreements” shall mean (i) the Sara Lee North America License Agreement to Purchaser, (ii) the Sara Lee Outside North America License Agreement to Purchaser, (iii) the Ball Park License Agreement, (iv) the Non-Trademark Intellectual Property License Agreement, (v) the Sara Lee North America License Agreement to Seller, and (vi) the Sara Lee Outside North America License Agreement to Seller.

“License-In Agreements” shall mean all Licenses pursuant to which the right to use any Intellectual Property was granted to the Companies or the Companies’ Subsidiaries by any third party, or granted to Seller and used in the Business, other than IT Contracts.

“Licensed Intellectual Property” shall mean all Intellectual Property licensed to Purchaser or the Companies pursuant to the License Agreements.

“Licensed Trademarks” shall mean all Trademarks to be licensed to Purchaser or an Affiliate of Purchaser pursuant to the Sara Lee North America License Agreement to Purchaser, and the Sara Lee Outside North America License Agreement to Purchaser.

“Licenses” shall mean any Contracts or other agreements (other than any Franchise Agreements) pursuant to which any license, immunity, covenant not to sue or any other interest in, or any right to use or exploit any Intellectual Property has been granted.

“Losses” shall have the meaning set forth in Section 11.2 (Indemnification by Seller).

“Madison Lease” shall mean that certain Lease, dated as of February 18, 1992, by and between Richard P. Nehls and Barbara N. Nehls, Dale M. Paddock and Judith A. Paddock and Herrling Brothers, LLC, as landlord, and Metz Baking Company, as tenant relating to the premises known as 1905 Bartillon Drive, Madison, Wisconsin.

“Mandatory Revaluation” shall have the meaning set forth in Section 13.4 (Reimbursements to Seller).

(a) with respect to the Companies or the Business, any event, change, circumstance, effect, development or state of facts that, individually or together with any other event, change, circumstance, effect, development or state of facts, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Companies and the Companies’ Subsidiaries, taken as a whole; provided, however, that Material Adverse Effect shall not

include the effect of any event, change circumstance, effect, development or state of facts arising out of or attributable to any of the following, either alone or in combination: (i) economic, financial market (including the financing, banking, currency or capital markets), regulatory or political conditions or any act of war, declared or undeclared, armed hostilities, civil unrest, sabotage or terrorism or escalation thereof that generally affects the industries in the U.S. in which the Business operates, except to the extent that such event, change, circumstance, effect, development or state of facts has a materially and disproportionately greater adverse effect on the Companies and the Companies’ Subsidiaries, taken as a whole, than on other such entities operating in such industries, (ii) any changes in applicable Laws or interpretations thereof or changes in accounting rules or principles, (iii) the execution and public announcement of this Agreement, including any release or announcement contemplated by any of the Ancillary Agreements, and consummation of the transactions contemplated hereby and thereby, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees, (iv) any changes in prices for commodities, goods, services, or the availability or costs of hedges or other derivatives, including fluctuations in market rates, (v) any action taken, or omitted to be taken, by Seller or its Affiliates to the extent in compliance with the terms of this Agreement and the Ancillary Agreements, or (vi) any actions taken by Purchaser or any of its Affiliates;

(b) with respect to Seller, any event, change, circumstance, effect, development or state of facts that, individually or together with any other event, change, circumstance, effect, development or state of facts, has had or would reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby (other than any action, judgment, ruling, order, decree, Proceeding or injunction of any Governmental Entity or brought by any Person or Governmental Entity in respect of or under the HSR Act or any other antitrust or similar competition Law and that relates to this Agreement or any transaction contemplated hereby);

(c) with respect to Purchaser, any event, change, circumstance, effect, development or state of facts that, individually or together with any other event, change, circumstance, effect, development or state of facts, has had or would reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby (other than any action, judgment, ruling, order, decree, Proceeding or injunction of any Governmental Entity or brought by any Person or Governmental Entity in respect of or under the HSR Act or any other antitrust or similar competition Law and that relates to this Agreement or any transaction contemplated hereby).

For the avoidance of doubt, it is understood that, in determining the monetary impact of any such event, change, circumstance, effect, development or state of facts, (i) all amounts, if any, actually received and/or reasonably likely to be received (taking specifically into account the likelihood of collection or recovery) by the Person or its Affiliates, as applicable, under insurance, third party indemnifications or similar agreements and (ii) all Tax Benefits actually received, in each case, with respect to such event, change, circumstance, effect, development or state of facts shall be taken into account.

“Material Contracts” shall have the meaning set forth in Section 4.7(a) (Material Contracts).

“Material IT Contract” shall have the meaning set forth in Section 4.18 (IT Systems).

“Material Leased Properties” shall have the meaning set forth in Section 4.6(b) (Property).

“Material Real Property Leases” shall have the meaning set forth in Section 4.6(b) (Property).

“Minimum Loss Amount” shall have the meaning set forth in Section 11.6(b)(ii) (Limits on Indemnification).

“Model Agreements” shall have the meaning set forth in Section 4.23(a) (Distribution Arrangements; I/O Loans).

“Mooresville Lease” shall mean that certain Lease Agreement dated as of November 10, 2004, by and between Mock Investments, Inc., as landlord, and Sara Lee Foods U.S., a division of Sara Lee Corporation, as tenant relating to the premises known as 150 Fairview Road, Mooresville, North Carolina.

“Multiemployer Plan” shall mean a plan as defined in Section 4001(a)(3) of ERISA.

“Multiemployer Welfare Benefit Plan” shall mean a welfare benefit plan (within the meaning of Section 3(1) of ERISA) to which more than one unrelated employer contributes, and which is maintained pursuant to one or more Collective Bargaining Agreements.

“Nashville Plant” shall mean that certain property located at 2407 Franklin Pike Road, Nashville, Tennessee and all improvements located thereon.

“New York Courts” shall have the meaning set forth in Section 14.8 (Jurisdiction).

“Newco A” shall mean the limited liability company to be formed under the laws of the State of Delaware on or prior to the Closing Date by the filing of the Newco A Certificate of Formation with the Secretary of State of the State of Delaware.

“Newco A Certificate of Formation” shall mean the Newco A Certificate of Formation, in the form attached hereto as Exhibit G-1.

“Newco A Cost Sharing Agreement” shall mean the Newco A Cost Sharing Agreement, in the form attached hereto as Exhibit H-3.

“Newco A Operating Agreement” shall mean the Newco A Operating Agreement, in the form attached hereto as Exhibit H-1.

“Newco A Separateness Agreement” shall mean the Newco A Separateness Agreement, in the form attached hereto as Exhibit H-5.

“Newco B” shall mean the limited liability company to be formed under the laws of the State of Delaware on or prior to the Closing Date by the filing of the Newco B Certificate of Formation with the Secretary of State of the State of Delaware.

“Newco B Certificate of Formation” shall mean the Newco B Certificate of Formation, in the form attached hereto as Exhibit G-2.

“Newco B Cost Sharing Agreement” shall mean the Newco B Cost Sharing Agreement, in the form attached hereto as Exhibit H-4.

“Newco B Operating Agreement” shall mean the Newco B Operating Agreement, in the form attached hereto as Exhibit H-2.

“Newco B Separateness Agreement” shall mean the Newco B Separateness Agreement, in the form attached hereto as Exhibit H-6.

“Non-I/O Distributor” shall mean any Person (other than an I/O Distributor) under any distribution arrangement entered into with Seller, any Affiliate of Seller, the Companies or a Companies’ Subsidiary for the sale and distribution of the products of the Business.

“Non-Trademark Intellectual Property License Agreement” shall mean the Non-Trademark Intellectual Property License Agreement, in the form attached hereto as Exhibit D-4.

“Objection Deadline” shall have the meaning set forth in Section 2.6(d) (Purchase Price Adjustment).

“Occupancy Agreement” shall have the meaning set forth in Section 6.6(b) (Transition Services).

“Oklahoma City Lease” shall mean that certain Industrial Lease Agreement, dated as of September 9, 2008, by and between TC Hobby, LLC, as landlord, and Sara Lee Corporation, as tenant relating to the premises known as 5500 W. Reno, Oklahoma City, Oklahoma, as amended from time to time.

“Optional Revaluation” shall have the meaning set forth in Section 13.4 (Reimbursements to Seller).

“Other Leased Properties” shall have the meaning set forth in Section 4.6(d) (Property).

“Other Real Property Lease” shall have the meaning set forth in Section 4.6(d) (Property).

“Outstanding Deposits” shall mean, as of any date, the aggregate consolidated amount of all outstanding deposits made to bank accounts of the Companies and the Companies’ Subsidiaries, but which have not been posted to the bank accounts of the Companies or the Companies’ Subsidiaries as of such date.

“Overallocated Party” shall have the meaning set forth in Section 13.7(c) (Insufficient Limits of Liability for Seller Liabilities and Purchaser Liabilities).

“Owned Companies Intellectual Property” means Companies Intellectual Property owned or purported to be owned by the Companies and the Companies’ Subsidiaries. For the avoidance of doubt, the Owned Companies Intellectual Property does not include any Intellectual Property under the IT Contracts, the Conveyed Intellectual Property or Intellectual Property licensed under the License-In Agreements and the License Agreements.

“Owned Property” shall have the meaning set forth in Section 4.6(e) (Property).

“Paramount Lease” shall mean that certain Standard Industrial/Commercial Single-Tenant Lease, dated as of April 30, 2003, by and between Donald W. Blackmore and Iris S. Blackmore 1976 Family Trust, modified subsequently to Carolyn Blackmore Noble, as lessor, and Sara Lee Corporation, as lessee relating to the premises known as 7100 Jackson Street, Paramount, California.

“Patents” shall mean issued U.S. and foreign patents and pending patent applications, patent disclosures, and any and all divisions, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation or confirmation, certificates of invention and similar statutory rights, including in each case all inventions and improvements described therein.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Transfer Participant” shall mean each Affected Employee, each Former Seller Employee and each beneficiary of such persons.

“Permitted Encumbrances” shall mean (i) Encumbrances created by this Agreement or the Ancillary Agreements or by Purchaser or its Affiliates, (ii) Encumbrances for Taxes not yet due and payable, (iii) mechanics’, materialmen’s, carriers’, workers’, repairers’, landlords’ and similar Encumbrances arising or incurred in the ordinary course of business that (A) do not, individually or in the aggregate, materially impair current occupancy or use, (B) could not reasonably be expected to result in forfeiture of the involved property, and (C) individually, are not in excess of the Minimum Loss Amount, and in the aggregate, are not in excess of U.S.$500,000, (iv) Laws relating to zoning, entitlement, building, environmental, safety and other land use regulations that are not violated in any material respect by current occupancy or use, (v) covenants, conditions, restrictions, easements, rights-of-way and similar restrictions of record that do not, individually or in the aggregate, materially impair current occupancy, and (vi) pledges or deposits to secure obligations under workers’ compensation Laws or to secure other public or statutory obligations, in each case to the extent they arise by operation of Law.

“Person” shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

“Plover Lease” shall mean that certain Lease Agreement, dated as of November 6, 1999, by and between G-Group, Inc., as landlord, and Metz Baking Company, as tenant relating to the premises known as 1560 Post Road (Rt. 51), Plover, Wisconsin.

“Potential Contributor” shall have the meaning set forth in Section 11.7 (Assignment of Claims).

“Pre-Closing Period Tax Returns” shall have the meaning set forth in Section 8.3(a)(i) (Preparation and Filing of Tax Returns and Payment of Taxes).

“Pre-Closing Periods” shall have the meaning set forth in Section 8.3(a) (Preparation and Filing of Tax Returns and Payment of Taxes).

“Proceeding” shall mean any civil, criminal or administrative claim, action, demand, suit, hearing, litigation, investigation or other proceeding by, before or with any Governmental Entity or any arbitration proceeding.

“Proprietary Information” shall have the meaning assigned to such term in the Confidentiality Agreement.

“Purchase Price” shall have the meaning set forth in Section 2.2(a) (Purchase Price).

“Purchaser” shall have the meaning set forth in the opening paragraph of this Agreement.

“Purchaser 401(k) Plan” shall have the meaning set forth in Section 7.1(f)(i) (Employee Matters).

“Purchaser Actuary” shall have the meaning set forth in Section 7.1(g)(vi) (Employee Matters).

“Purchaser Designee” shall mean an Affiliate of Purchaser designated by Purchaser prior to the Closing.

“Purchaser Indemnified Parties” shall have the meaning set forth in Section 11.2 (Indemnification by Seller).

“Purchaser Pension Plan” shall have the meaning set forth in Section 7.1(g)(i) (Employee Matters).

“Purchaser Plans” shall have the meaning set forth in Section 7.1(d) (Employee Matters).

“Purchaser Special Losses” shall have the meaning set forth in Section 11.6(b)(ii) (Limits on Indemnification).

“Purchaser Trust” shall have the meaning set forth in Section 7.1(g)(ii) (Employee Matters).

“Purchaser’s FSA” shall have the meaning set forth in Section 7.1(e)(iv) (Employee Matters).

“Real Property Lease” shall have the meaning set forth in Section 4.6(b) (Property).

“Reimbursement Amounts” shall have the meaning set forth in Section 13.4 (Reimbursements to Seller).

“Remedial Action” shall mean all action legally required to (i) cleanup, close, remove, treat or in any other way remediate any Hazardous Substance, (ii) prevent or contain a release or threatened release of any Hazardous Substance so that it does not endanger or otherwise adversely affect the environment or public health or welfare, or (iii) perform pre-remedial studies, investigations or monitoring, in, under or on any real property or facility.

“Reorganization” shall mean the transactions to be carried out in accordance with Exhibit A and Section 6.8 (Reorganization).

“Replacement Contract” shall have the meaning set forth in Section 6.12 (Shared Contracts).

“Required Governmental Authorization” shall mean any required filing with, or permit, authorization, consent or approval of, any Governmental Entity.

“Retiree Welfare Benefits” shall have the meaning set forth in Section 7.1(e)(v) (Employee Matters).

“Sara Lee Entities” shall mean, collectively, Seller, the Excluded Subsidiaries and their respective Affiliates (other than the Companies and the Companies’ Subsidiaries).

“Sara Lee North America License Agreement to Purchaser” shall mean the Sara Lee North America License Agreement to Purchaser, in the form attached hereto as Exhibit D-1.

“Sara Lee North America License Agreement to Seller” shall mean the Sara Lee Trademark North America License Agreement to Seller, in the form attached hereto as Exhibit D-5.

“Sara Lee North America Trademark Contribution Agreement” shall mean the Contribution Agreement to Newco A, in the form attached hereto as Exhibit F-1.

“Sara Lee Outside North America License Agreement to Purchaser” shall mean the Sara Lee Outside North America License Agreement to Purchaser, in the form attached hereto as Exhibit D-2.

“Sara Lee Outside North America License Agreement to Seller” shall mean the Sara Lee Outside North America License Agreement to Seller, in the form attached hereto as Exhibit D-6.

“Sara Lee Outside North America Trademark Contribution Agreement” shall mean the Contribution Agreement to Newco B, in the form attached hereto as Exhibit F-2.

“Sara Lee Trademark Contribution Agreements” shall mean (i) the Sara Lee North America Trademark Contribution Agreement and (ii) the Sara Lee Outside North America Trademark Contribution Agreement.

“Seller” shall have the meaning set forth in the opening paragraph of this Agreement.

“Seller 401(k) Plan” shall have the meaning set forth in Section 7.1(f)(i) (Employee Matters).

“Seller Accounting Principles” shall mean the accounting principles of Seller, which accounting principles were delivered to Purchaser on the date hereof.

“Seller Actuary” shall have the meaning set forth in Section 7.1(g)(ii) (Employee Matters).

“Seller Indemnified Parties” shall have the meaning set forth in Section 11.3 (Indemnification by Purchaser).

“Seller Insurance Policies” means the self-insurance retention and deductible programs maintained by Seller, and the insurance policies purchased by Seller, under which coverage is provided to the Companies and the Companies’ Subsidiaries under the types of insurance listed on Schedule 4.11.

“Seller Nonqualified Deferred Compensation Plans” shall have the meaning set forth in Section 7.1(h) (Employee Matters).

“Seller Outstanding Checks” shall mean the aggregate amount of the outstanding checks (or portions thereof) issued by Seller or its Affiliates (other than the Companies and the Companies’ Subsidiaries) in connection with the Business, which amount shall be determined based on the actual amounts outstanding or, if such actual amount is not available, the Parties’ reasonable good faith estimate of such amount.

“Seller Owned Property” shall mean, collectively, (i) the Vernon Plant, (ii) the Wisconsin Plant, (iii) the Nashville Plant, (iv) the South Sioux City Plant and (v) all other real property and interests in real property owned in fee by Seller and related exclusively to or used exclusively in the Business.

“Seller Pension Plan” shall have the meaning set forth in Section 7.1(g)(i) (Employee Matters).

“Seller Plan” shall have the meaning set forth in Section 7.1(d) (Employee Matters).

“Seller Special Losses” shall have the meaning set forth in Section 11.6(b)(ii) (Limits on Indemnification).

“Seller Transition Services Agreement” shall mean the Transition Services Agreement, in the form attached as Exhibit E, regarding the provision of transition services to Companies and the Companies’ Subsidiaries.

“Seller Trust” shall have the meaning set forth in Section 7.1(g)(ii) (Employee Matters).

“Seller’s FSA” shall have the meaning set forth in Section 7.1(e)(iv) (Employee Matters).

“Senior Management Bonuses” shall have the meaning set forth in Section 7.1(o) (Employee Matters).

“Senior Managers” shall mean the persons entitled to a Senior Management Bonus.

“Separateness Agreements” shall mean (i) the Newco A Separateness Agreement and (ii) the Newco B Separateness Agreement.

“Shared Contracts” shall have the meaning set forth in Section 6.12 (Shared Contracts).

“Software” shall mean all computer software and web sites, including data files, source code, object code, application programming interfaces and other software related specifications and documentation.

“South Sioux City Plant” shall mean that certain property located at 3723 Dakota Ave., South Sioux City, Nebraska and all improvements located thereon.

“Steering Committee Agreement” shall mean the Steering Committee Agreement, in the form attached hereto as Exhibit I.

“Straddle Period” shall have the meaning set forth in Section 8.2 (Apportionment).

“Straddle Period Tax Returns” shall have the meaning set forth in Section 8.3(a) (Preparation and Filing of Tax Returns and Payment of Taxes).

“Subsidiary” shall mean, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (i) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or Controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or (ii) such Person or any other Subsidiary of such Person is a general partner (excluding any such partnership where such Person or any Subsidiary of such Person does not have a majority of the voting interest in such partnership).

“Sunbury Lease” shall mean that certain Lease Agreement, dated as of May 19, 2006, by and between Moran Industries, Inc., as landlord, and Butter-Krust Baking, a Division of Sara Lee Corp., as tenant relating to the premises known as 222 Packer Street, Sunbury, Pennsylvania.

“Survival Period” shall have the meaning set forth in Section 11.1(a) (Survival).

“Tax” or “Taxes” shall mean all taxes, however denominated, including any additions to taxes, interest, penalties, fines or other amounts imposed by any Governmental Entity that may become payable in respect thereof, imposed by any federal, state, provincial, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income taxes including U.S. federal income taxes and state income taxes, alternative minimum taxes, estimated taxes, license taxes, windfall profits taxes, payroll and employee withholding taxes, unemployment insurance, social security, value added sales and use taxes, excise taxes, goods and services taxes, environmental, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, registration taxes, stamp taxes, transfer taxes, withholding taxes, workers’ compensation, customs, duties, escheat obligations and other obligations of the same or of a similar nature, severance, premium, capital stock, profits, disability, add-on minimum and margin, or other tax of any kind whatsoever, whether arising before, on or after the Closing Date.

“Tax Attributes” shall have the meaning set forth in Section 8.1(d) (Allocation).

“Tax Benefit” shall mean the net present value (based on a six percent (6%) discount rate) of any reasonably expected reduction in actual cash Tax liability of a Party (or a group of corporations including the Party) (including by deduction, reduction of income by virtue of increased Tax basis, entitlement of refund, credit or otherwise) assuming a forty percent (40%) effective tax rate. The Party receiving such Tax Benefit shall notify in writing the other Party with its calculation of such amount and provide sufficient specificity to allow a reasonable level of review. To the extent that the other Party objects to the calculation of such amount, the Parties shall cooperate in good faith to resolve any disagreement related thereto; provided that such cooperation shall not require disclosure of either Party’s Tax Returns.

“Tax Claim” shall have the meaning set forth in Section 8.4 (Cooperation, Accounting and Tax Records).

“Tax Return” means a report, return, declaration, claim for refund, statement relating to Tax or other information (including any amendments) required to be supplied to a Governmental Entity with respect to Taxes including, where permitted or required, consolidated combined or unitary returns for any group of entities that includes the Companies or any of the Companies’ Subsidiaries.

“Termination Date” shall have the meaning set forth in Section 10.1(c) (Termination).

“Termination Fee” shall have the meaning set forth in Section 10.2(a) (Effect of Termination).

“Territory” shall mean the fifty (50) states of the United States of America and Washington D.C.

“Third Party Claim” shall have the meaning set forth in Section 11.5(a) (Indemnification Procedures).

“Title Companies” shall have the meaning set forth in Section 6.10(a) (Real Estate Matters).

“Title IV Plan” shall have the meaning set forth in Section 4.15(c) (Employee Benefit Plans). For the avoidance of doubt, no Multiemployer Plan shall be considered a “Title IV Plan” for purposes of this Agreement.

“Titled Property” shall have the meaning set forth in Section 6.10(a) (Real Estate Matters).

“Trade Secrets” shall mean trade secrets (to the extent not generally known to the public), know-how, business, marketing and technical information, databases, procedures, research records, market surveys, product specifications, product designs, plans, compositions, proprietary processes, methods, techniques, recipes, formulae, ingredients, customer lists and data, supplier lists and data, and any other non-public or confidential information.

“Trademark Contribution Agreements” shall mean (i) the Sara Lee Trademark Contribution Agreements and (ii) the Contribution Agreement to Bakery.

“Trademarks” shall mean U.S. and foreign registered and unregistered trademarks, trade dress, service marks, logos, trade names, certification marks, slogans, corporate names and all registrations and applications to register the same, and the goodwill associated with any of the foregoing.

“Transfer Taxes” shall have the meaning set forth in Section 8.5 (Transfer Taxes).

“Transfer Value” shall have the meaning set forth in Section 7.1(g)(ii) (Employee Matters).

“Transferred Benefits” shall have the meaning set forth in Section 7.1(g)(i) (Employee Matters).

“Transferred GIS Employees” shall have the meaning set forth in Section 6.20 (Transferred GIS Employees).

“Transferred Marks” shall mean, collectively, all Trademarks that are part of the Owned Companies Intellectual Property and the Conveyed Trademarks.

“TSA Employee” shall mean any individual who provides services to Purchaser pursuant to the Seller Transition Services Agreement, and whose name is listed on Schedule 7.1(p).

“Tulsa Lease” shall mean that certain Indenture of Lease, dated as of July 5, 1995, by and between The Space Center, Inc., as landlord, and Sara Lee Corporation, as tenant relating to the premises known as 12027 East 51^st Street, Tulsa, Oklahoma.

“Underallocated Party” shall have the meaning set forth in Section 13.7(c) (Insufficient Limits of Liability for Seller Liabilities and Purchaser Liabilities).

“U.S. Dollars” or “U.S.$” shall mean the lawful currency of the United States of America.

“Vernon Lease” shall mean that certain Standard Industrial/Commercial Multi-Tenant Lease, dated as of November 24, 1993, by and between Laskey-Weil II, as landlord, and International Baking Co., Inc., as tenant relating to the premises known as 52^nd Street, Vernon, California, as amended from time to time.

“Vernon Mortgage” shall mean the mortgage securing the Loan Agreement, dated as of January 10, 2007, between Sara Lee Vernon, LLC (as successor to RS Alameda, LLC) and Wells Fargo Bank, N.A., as Trustee for the registered holders of GE Commercial Mortgage Corporation, Commercial Pass-Through Certificates, Series 2007-C1 (as successor to Barclays Capital Real Estate, Inc.).

“Vernon Plant” shall mean that certain property located at 5200/5250 Alameda Street, Vernon, California and all improvements located thereon.

“WARN Act” shall mean the Worker Adjustment and Retraining Notification Act and any state or local Laws regarding the termination or layoff of employees.

“Welfare Plan” shall have the meaning set forth in Section 4.15(e) (Employee Benefit Plans).

“Wisconsin Plant” shall mean that certain property located at 334 Fifth Avenue South and 320 Fifth Avenue, La Crosse, Wisconsin and all improvements located thereon.

(a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(c) The words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(e) All Exhibits or Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein.

(f) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(g) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(h) Unless the context shall otherwise require, any reference to any contract, instrument, statute, rule or regulation is a reference to it as amended and supplemented from time to time (and, in the case of a statute, rule or regulation, to any successor provision).

(i) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event 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 shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

(j) All payments and adjustments under this Agreement shall be made in U.S. Dollars.

Section 2.1 Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign and transfer to Purchaser or a Purchaser Designee, and Purchaser or a Purchaser Designee shall purchase, acquire, accept and take assignment from Seller of, the Shares, free and clear of all Encumbrances (other than state and federal securities Law restrictions and Encumbrances created by Purchaser or its Affiliates).

(a) The base purchase price for the Shares shall be U.S.$925,000,000 (the “Base Purchase Price”). The Parties have agreed that under certain circumstances, depending on the level of Divestiture Actions, the Base Purchase Price will be decreased by up to U.S.$140,000,000 in order to make such Divestiture Actions commercially reasonable as described in Section 6.3(b) (Efforts and Actions to Cause Closing to Occur). The “Purchase Price” for the Shares shall be the Base Purchase Price as adjusted, if applicable, pursuant to Section 2.6 (Purchase Price Adjustment).

(b) No less than twenty (20) Business Days before the Closing Date, Purchaser shall deliver to Seller the proposed allocation of the Closing Date Purchase Price in accordance with Schedule 2.2(b). Purchaser and Seller agree that a portion of the Base Purchase Price shall be allocated to (i) the trademarks that are Licensed Core Trademarks (as such term is defined in each of the Sara Lee North America License Agreement to Purchaser and the Sara Lee Outside North America License Agreement to Purchaser) and (ii) the trademarks described in the Ball Park License Agreement. In the event the Base Purchase Price is adjusted pursuant to Section 2.6 (Purchase Price Adjustment), Purchaser shall, no later

than fifteen (15) Business Days following the Determination Date, prepare and deliver to Seller a proposed revised allocation schedule that reflects such adjustments and that is consistent with the Closing Date Financial Statements, it being understood that any such adjustment shall be allocated solely to the Shares. In either case, Seller shall comment on the proposed schedule within fifteen (15) Business Days of receipt thereof and Purchaser and Seller shall cooperate in good faith to resolve any disagreement related thereto. Purchaser and Seller agree that, solely for federal and applicable state income tax purposes, the transactions contemplated by each of (i) the Sara Lee North America License Agreement to Purchaser, (ii) the Sara Lee Outside North America License Agreement to Purchaser, and (iii) the Ball Park License Agreement shall be treated as a sale of the Licensed Core Trademarks or the trademarks described in the Ball Park License Agreement, as the case may be, from Seller to the Licensee (as such term is defined in the relevant License Agreement) in exchange for the portion of the Purchase Price allocated thereto in accordance with Schedule 2.2(b). Neither Purchaser nor Seller nor any of their respective Affiliates shall file any Tax Return or otherwise take any position or agree to take any position in any audit, proceeding or otherwise that is inconsistent with this Section 2.2(b) without the consent of Seller or Purchaser, as the case may be, such consent not to be unreasonably withheld, delayed or conditioned.

Section 2.3 The Closing. Unless another date or place is agreed in writing by each of the Parties, the consummation of the Closing Transactions (the “Closing”) shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York at 11:00 a.m. (New York City Time) on (i) if the CP Date occurs less than five (5) Business Days prior to, or within ten (10) calendar days following, the last Business Day of the then-current monthly financial reporting period of Seller, the Business Day immediately preceding the second Saturday after the CP Date or (ii) if the CP Date occurs on or after the tenth (10^th) calendar day of any given month, and prior to the fifth (5^th) Business Day before the then-current monthly financial reporting period of Seller, then the Closing shall take place on the last Business Day of the then-current monthly financial reporting period of Seller; provided that the Closing shall in all cases occur at least five (5) Business Days after the CP Date; and provided, further, that if the CP Date occurs prior to the Termination Date and the Closing would, pursuant to the terms of this Section 2.3, otherwise occur on a date following the Termination Date, the Closing shall take place not later than the Termination Date.

Section 2.4 Deliveries by Seller Relating to the Transaction. At the Closing, Seller shall deliver to Purchaser or a Purchaser Designee:

(a) one or more certificates representing all the Shares, each such certificate to be duly and validly endorsed in favor of Purchaser or a Purchaser Designee or accompanied by a separate stock power duly and validly executed by Seller and otherwise sufficient to vest in Purchaser or a Purchaser Designee legal and beneficial ownership of such Shares;

(b) the certificates to be delivered pursuant to Section 9.2(a) and Section 9.2(b) (Additional Conditions to Obligations of Purchaser to Effect the Closing);

(c) to the extent requested by Purchaser, duly signed resignations or other evidence of removal of all directors of the Companies and each Companies’ Subsidiary;

(d) reasonable evidence that each of the Newco A Certificate of Formation and the Newco B Certificate of Formation have been duly filed in the office of the Secretary of State of the State of Delaware;

(g) the Trademark Contribution Agreements, each duly executed by Seller and Newco A or Newco B, as applicable;

(h) the License Agreements, each duly executed by Seller, Newco A and/or Newco B, as applicable;

(i) the Steering Committee Agreement, duly executed by Seller, Newco A and Newco B;

(p) a list setting forth the name and address of each I/O Distributor under each Contract entered into between the Companies and each I/O Distributor pursuant to the Franchise Disclosure Documents; and

(q) such other documents and instruments as may be necessary or reasonably required from Seller, the Companies or any of the Companies’ Subsidiaries to consummate the Closing Transactions upon the terms and conditions set forth in this Agreement, in each case in form and substance reasonably satisfactory to the Parties (it being understood and agreed that, except as provided in this Agreement, the License Agreements and the Seller Transition Services Agreement, such documents and instruments shall not provide for any indemnity or recourse against Seller or any of its Affiliates).

Section 2.5 Deliveries by Purchaser Relating to the Transaction. At the Closing, Purchaser shall deliver to Seller:

(a) the Closing Date Purchase Price to Seller by wire transfer of immediately available funds in accordance with the Funds Flow Statement;

(b) the certificate to be delivered pursuant to Section 9.3(a) and Section 9.3(b) (Additional Conditions to Obligations of Seller to Effect the Closing);

(d) the Newco B Operating Agreement, duly executed by Purchaser or the applicable Affiliate thereof;

(e) the License Agreements, each duly executed by Purchaser or the applicable Affiliate thereof;

(f) the Steering Committee Agreement, duly executed by Purchaser or the applicable Affiliate thereof;

(g) the Seller Transition Services Agreement, duly executed by Purchaser or Purchaser Designee;

(m) such other documents and instruments as may be necessary or reasonably required from Purchaser or any of its Affiliates to consummate the Closing Transaction upon the terms and conditions set forth in this Agreement (including with respect to the Reorganization), in each case in form and substance reasonably satisfactory to the Parties (it being understood and agreed that, except as provided in this Agreement, the License Agreements and the Seller Transition Services Agreement, such documents and instruments shall not provide for any indemnity or recourse against Purchaser or any of its Affiliates).

(a) Not more than five (5) Business Days, but in no event less than three (3) Business Days, before the Closing Date, Seller shall deliver to Purchaser:

(i) an estimated unaudited combined balance sheet of the Companies as of the close of business on the Closing Date prepared on a basis consistent with the template attached as Schedule 2.6(a) and including only those assets and liabilities listed on Schedule 2.6(a) (the “Estimated Adjusted Closing Balance Sheet”);

(ii) a statement (the “Estimated Adjustment Statement” and, together with the Estimated Adjusted Closing Balance Sheet, the “Estimated Financial Statements”) setting forth Seller’s good faith estimate of:

(A) the Adjusted Aggregate Net Indebtedness (such estimated amount, the “Estimated Adjusted Aggregate Net Indebtedness”);

(B) the Adjusted Net Working Capital (such estimated amount, the “Estimated Adjusted Net Working Capital”);

(D) the Seller Outstanding Checks (such estimated amount, the “Estimated Seller Outstanding Checks”); and

(E) the Accrued Bonus Amount (such estimated amount, the “Estimated Accrued Bonus Amount”);

in each case as of the close of business on the Closing Date, with such amounts being derived from the Estimated Adjusted Closing Balance Sheet or determined as contemplated by Exhibit C, accompanied by a statement showing in reasonable detail how such good faith estimate was determined. The Estimated Adjustment Statement shall be prepared in accordance with Seller Accounting Principles and, with respect to the Adjusted Net Working Capital, the Adjusted Net Working Capital Example. If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control. If there is an inconsistency between Seller Accounting Principles and the Adjusted Net Working Capital Example, the Adjusted Net Working Capital Example shall control. Contemporaneously with the delivery of the Estimated Adjustment Statement, Seller shall also deliver to Purchaser copies of supporting calculations that Seller used in preparing the Estimated Adjustment Statement.

(b) The Base Purchase Price shall be subject to adjustment, without duplication, on the Closing Date as follows:

(i) If the Estimated Adjusted Aggregate Net Indebtedness is less than U.S.$34,000,000, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness is less than U.S.$34,000,000. If the Estimated Adjusted Aggregate Net Indebtedness is greater than U.S.$34,000,000, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds U.S.$34,000,000.

(ii) If the Estimated Adjusted Net Working Capital is less than the Target Adjusted Net Working Capital, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Target Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital. If the Estimated Adjusted Net Working Capital is greater than the Target Adjusted Net Working Capital, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Target Adjusted Net Working Capital.

(iii) If the Estimated Adjustment Liabilities are greater than U.S.$231,000,000, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Estimated Adjustment Liabilities exceed U.S.$231,000,000 less the amount of any Tax Benefit associated with such excess. If the Estimated Adjustment Liabilities are less than U.S.$231,000,000, the Base Purchase Price shall be increased by an amount equal to the amount by which U.S.$231,000,000 exceeds the Estimated Adjustment Liabilities less the amount of any Tax Benefit associated with such excess.

(iv) The Base Purchase Price shall be increased by the Estimated Seller Outstanding Checks.

(v) The Base Purchase Price shall be decreased by the amount of the Estimated Accrued Bonus Amount less the amount of any Tax Benefit associated with such Estimated Accrued Bonus Amount.

(i) an unaudited combined balance sheet of the Companies as of the close of business on the Closing Date (the “Closing Balance Sheet”); and

(ii) a statement (the “Closing Adjustment Statement” and, together with the Closing Balance Sheet, the “Closing Date Financial Statements”) setting forth:

in each case as of the close of business on the Closing Date, with such amounts being derived from the Closing Balance Sheet and accompanied by a statement showing in reasonable detail how such amount was determined. The Closing Date Financial Statements shall be prepared in accordance with Seller Accounting Principles and, with respect to the Adjusted Net Working Capital, the Adjusted Net Working Capital Example. If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control. If there is an inconsistency between Seller Accounting Principles and the Adjusted Net Working Capital Example, the Adjusted Net Working Capital Example shall control. Contemporaneously with the delivery of the Closing Date Financial Statements, Purchaser shall also deliver to Seller (subject to the confidentiality obligations of Section 6.4 (Publicity)) copies of the supporting calculations that Purchaser used in preparing the Closing Date Financial Statements.

(d) In the event that Seller either (i) has no objections to the Closing Date Financial Statements as prepared by Purchaser and does not deliver a Dispute Notice to Purchaser prior to the expiration of the Objection Deadline, or (ii) Seller otherwise fails to deliver a Dispute Notice to Purchaser prior to the expiration of the Objection Deadline then, upon expiration of the Objection Deadline, the Closing Date Financial Statements prepared by Purchaser, including the Adjusted Aggregate Net Indebtedness, the Adjusted Net Working Capital, the Adjustment Liabilities, Seller Outstanding Checks and the Accrued Bonus Amount (all such items, the “Closing Adjustment Items”) set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the Parties. In the event that Seller disputes the amount of any of the Closing Adjustment Items as set forth in the Closing Date Financial Statements, Seller shall, on or prior to the date that is forty-five (45) days following the date on which Purchaser delivers the Closing Date Financial Statements to Seller (the “Objection Deadline”), prepare and deliver to Purchaser a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify with reasonable specificity, and provide a reasonably detailed explanation of, the basis upon which Seller has delivered such Dispute Notice, including the applicable provisions of this Agreement on which the dispute set forth in such Dispute Notice is based, and (ii) set forth the amount of each of the Closing Adjustment Items that Seller believe existed as of the close of business on the Closing Date, together with supporting documents and information that Seller has utilized in connection with making such determinations and calculations.

(e) In the event Seller timely delivers a Dispute Notice to Purchaser in accordance with the terms hereof, Purchaser and Seller shall in good faith attempt to reconcile their differences and specify any resolution in writing. Any definitive written resolution by Purchaser and Seller as to any such disputes shall be final, binding and conclusive on all of the Parties. If Purchaser and Seller are unable to resolve any such dispute within thirty (30) days after Purchaser’s receipt of the Dispute Notice from Seller, either Purchaser or Seller may submit the items remaining in dispute for resolution to Ernst & Young Global Limited or another independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accounting Firm”). Upon the selection of the Independent Accounting Firm, and in any event within fifteen (15) Business Days following such selection, Purchaser and Seller shall submit to such Independent Accounting Firm (and the other Party) documentary materials and analyses that Purchaser or Seller, as the case may be, believes support its respective position relating to the disputed matters set forth in the Dispute Notice, but excluding any work papers of independent certified public accountants. The Independent Accounting Firm shall, within forty-five (45) Business Days after receipt of all such submissions by Purchaser and Seller, make a determination in accordance with standards provided herein and deliver to Purchaser and Seller a written report (the “Final Report”) containing such Independent Accounting Firm’s determination of the disputed matters that were so submitted to it (and only such matters). In resolving any matter specified in a Dispute Notice, the Independent Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The determinations of the Independent Accounting Firm that are contained in the Final Report shall be final, binding and conclusive on all of the Parties. The fees and disbursements of the Independent Accounting Firm shall be paid by Seller in the same proportion that the aggregate amount of the remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, and the balance shall be paid by Purchaser.

(f) No later than five (5) Business Days following the Determination Date, Seller or Purchaser (or applicable Purchaser Designee, who shall be caused by Purchaser to make the relevant payment), as the case may be, shall make the following payments, after netting, without duplication, against each other all payments required to be made by Seller and/or Purchaser (or the applicable Purchaser Designee), as the case may be, pursuant to clauses (i) through (xii) immediately below, with all such payments being made to the applicable Person(s) via wire transfer of immediately available funds to the account or accounts designated in writing by the Person(s) entitled to receive such payment:

(i) if the Estimated Adjusted Aggregate Net Indebtedness is a negative amount and is less than the Final Adjusted Aggregate Net Indebtedness, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjusted Aggregate Net Indebtedness exceeds the Estimated Adjusted Aggregate Net Indebtedness;

for example, if the Estimated Adjusted Aggregate Net Indebtedness is (U.S.$20) and the Final Adjusted Aggregate Net Indebtedness is (U.S.$10), Seller pays Purchaser U.S.$10;

(ii) if the Estimated Adjusted Aggregate Net Indebtedness is a negative number and is greater than the Final Adjusted Aggregate Net Indebtedness, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds the Final Adjusted Aggregate Net Indebtedness;

for example, if the Estimated Adjusted Aggregate Net Indebtedness is (U.S.$20) and the Final Adjusted Aggregate Net Indebtedness is (U.S.$30), Purchaser pays Seller U.S.$10;

(iii) if the Estimated Adjusted Aggregate Net Indebtedness is a positive number and is less than the Final Adjusted Aggregate Net Indebtedness, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjusted Aggregate Net Indebtedness exceeds the Estimated Adjusted Aggregate Net Indebtedness;

for example, if the Estimated Adjusted Aggregate Net Indebtedness is U.S.$20 and the Final Adjusted Aggregate Net Indebtedness is U.S.$30, Seller pays Purchaser U.S.$10;

(iv) if the Estimated Adjusted Aggregate Net Indebtedness is a positive number and is greater than the Final Adjusted Aggregate Net Indebtedness, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds the Final Adjusted Aggregate Net Indebtedness;

for example, if the Estimated Adjusted Aggregate Net Indebtedness is U.S.$30 and the Final Adjusted Aggregate Net Indebtedness is U.S.$20, Purchaser pays Seller U.S.$10;

(v) if the Estimated Adjusted Net Working Capital is less than the Final Adjusted Net Working Capital, Purchaser shall pay to Seller an amount equal to the amount by which the Final Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital;

(vi) if the Estimated Adjusted Net Working Capital is greater than the Final Adjusted Net Working Capital, Seller shall pay to Purchaser an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Final Adjusted Net Working Capital;

(vii) if the Estimated Adjustment Liabilities are less than the Final Adjustment Liabilities, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjustment Liabilities exceed the Estimated Adjustment Liabilities less the amount of any Tax Benefit associated with such excess;

(viii) if the Estimated Adjustment Liabilities are greater than the Final Adjustment Liabilities, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjustment Liabilities exceed the Final Adjustment Liabilities less the amount of any Tax Benefit associated with such excess;

(ix) if the Estimated Seller Outstanding Checks is less than the Final Seller Outstanding Checks, Purchaser shall pay to Seller an amount equal to the amount by which the Final Seller Outstanding Checks exceeds the Estimated Seller Outstanding Checks;

(x) if the Estimated Seller Outstanding Checks is greater than the Final Seller Outstanding Checks, Seller shall pay to Purchaser an amount equal to the amount by which the Estimated Seller Outstanding Checks exceeds the Final Seller Outstanding Checks;

(xi) if the Estimated Accrued Bonus Amount is less than the Final Accrued Bonus Amount, Seller shall pay to Purchaser an amount equal to the amount by which the Final Accrued Bonus Amount exceeds the Estimated Accrued Bonus Amount less the amount of any Tax Benefit associated with such excess; and

(xii) if the Estimated Accrued Bonus Amount is greater than the Final Accrued Bonus Amount, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Accrued Bonus Amount exceeds the Final Accrued Bonus Amount less the amount of any Tax Benefit associated with such excess.

(g) Any amount payable pursuant to Section 2.6(f) shall bear simple interest at the Applicable Rate determined as of the Closing Date, to accrue daily on the basis of a 365-day year, calculated for the actual number of days elapsed from (and including) the Closing Date through (but excluding) the date of payment. Such interest payment shall be payable together with the amount payable pursuant to Section 2.6(f).

REPRESENTATIONS AND WARRANTIES AS TO ORGANIZATION, AUTHORIZATION, EXECUTION AND CONSENTS

Seller represents and warrants to Purchaser as to itself, the Companies and the Companies’ Subsidiaries, as applicable, as of the date hereof (except as to any representations and warranties that specifically relate to an earlier date, and then as of such earlier date) that:

Section 3.1 Organization. Each of Seller, the Companies and the Companies’ Subsidiaries: (a) is a corporation or other legal entity duly organized or incorporated, as applicable, validly existing and, if applicable, in good standing under the Laws of its jurisdiction of organization or incorporation, as applicable; (b) has all requisite corporate or other legal entity power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed that would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Companies or Seller. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws or similar organizational documents of the Companies and the Companies’ Subsidiaries as in effect as of the date hereof.

Section 3.2 Authorization. Seller has the requisite corporate or other legal entity power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is contemplated to be a party and to consummate the Closing. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the Closing have been duly authorized by the board of directors of Seller (or similar governing body), and no other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is contemplated to be a party or the consummation by Seller of the Closing.

Section 3.3 Execution; Validity of Agreement. This Agreement has been, and upon execution by Seller of each of the Ancillary Agreements to which it is contemplated to be a party, each such Ancillary Agreement will be, duly executed and delivered by Seller. This Agreement constitutes, and each of the Ancillary Agreements to which Seller is a party, upon execution, will constitute (assuming such agreements are enforceable against the other parties thereto) the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a Proceeding in equity or at Law).

Section 3.4 Consents and Approvals; No Violations. Except for filings required to be made under the HSR Act and as set forth on Schedule 3.4, none of the execution, delivery or performance of this Agreement or the Ancillary Agreements by Seller or the consummation by Seller of the Closing will: (a) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents of Seller or the Companies or of any organizational document of any Companies’ Subsidiary; (b) require any Required Governmental Authorization; (c) result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Contract to which Seller, the Companies or any Companies’ Subsidiary are a party or by which any of them or any of their respective properties or assets may be bound; or (d) violate any Law applicable to Seller, the Companies or any of the Companies’ Subsidiaries or any of their respective properties or assets, excluding from the foregoing clause (c) (but only with respect to Contracts that are not Material Contracts or License-In Agreements) and clause (d), such violations, breaches and defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Companies or Seller. None of the execution, delivery or performance of this Agreement or the Ancillary Agreements by Seller or consummation by Seller of the Closing will result in the creation of any Encumbrance (other than Encumbrances created by Purchaser or its Affiliates) upon any of the properties or assets of the Companies or the Companies’ Subsidiaries other than pursuant to this Agreement and the Ancillary Agreements.

Section 3.5 Litigation. Neither Seller nor any of its respective Affiliates (i) is subject to any outstanding injunctions, judgments, orders or decrees or (ii) is a party or, to the Knowledge of Seller, threatened to be made a party, to any Proceedings, which, in the case of clauses (i) and (ii), are related to this Agreement, the Ancillary Agreements or the Closing Transactions or would, individually or in the aggregate, either (x) have a Material Adverse Effect with respect to Seller or (y) impede or delay in any material respect the consummation of the Closing, in each case other than any action, judgment, ruling, order, decree, Proceeding or injunction of any Governmental Entity or brought by any Person or Governmental Entity in respect of or under the HSR Act or any other antitrust or similar competition Law and that relates to this Agreement or any of the transactions contemplated hereby.

Section 3.6 Brokers or Finders. Neither Seller nor any of its respective Affiliates has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Closing Transactions, except Bank of America Merrill Lynch, whose fees and expenses will be paid by Seller in accordance with Seller’s agreement with such firm.

Seller represents and warrants to Purchaser as to the Companies, the Companies’ Subsidiaries or the Business, as applicable, as of the date hereof (except as to any representations and warranties that specifically relate to an earlier date, and then as of such earlier date) that:

Section 4.1 Ownership and Possession of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Encumbrances (other than state and federal securities Law restrictions, Encumbrances created by Purchaser or its Affiliates and Encumbrances created pursuant to this Agreement and the Ancillary Agreements). Seller has the requisite corporate power and authority to sell, assign, transfer, convey and deliver the Shares to Purchaser. Upon delivery to Purchaser of certificates representing the Shares at the Closing against Purchaser’s delivery of the Closing Date Purchase Price, and upon registration of the Shares in the name of Purchaser in the stock records of the Companies, Purchaser will acquire good and valid title to the Shares, free and clear of any Encumbrances (other than state and federal securities Law restrictions and Encumbrances created by Purchaser or its Affiliates).

Section 4.2 Capitalization. The issued and outstanding capital stock of the Companies consists exclusively of the Shares. All the Shares are duly authorized, validly issued, fully paid and non-assessable. None of the Shares has been issued in violation of, or is subject to, any preemptive or subscription rights, and all of the Shares have been offered, issued, sold and delivered in compliance with all applicable federal and state securities Laws. There are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind to which Seller, the Companies or any of the Companies’ Subsidiaries are a party or by which any of them is bound obligating any of them (a) to issue, deliver or sell, or refrain from issuing, delivering or selling, any shares of capital stock of the Companies or any Companies’ Subsidiary, or to grant, extend or enter into any such option, right or agreement, (b) to repurchase, redeem or otherwise acquire, or to refrain from repurchasing, redeeming or otherwise acquiring, any shares of capital stock of the Companies or any Companies’ Subsidiary, or to grant, extend or enter into any such option, right or agreement or (c) to vote, or to refrain from voting, any shares of capital stock of the Companies or any Companies’ Subsidiary. None of the Companies or any Companies’ Subsidiary has any outstanding bonds, debentures, notes or other obligations the holders of which, in the capacities as such holders, have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with such entities’ shareholders on any matter.

Section 4.3 Subsidiaries. All the outstanding capital stock or other ownership interests of each Companies’ Subsidiary is owned directly or indirectly by the Companies, free and clear of all Encumbrances (other than state and federal securities Law restrictions, any restrictions imposed pursuant to any applicable charter, by-laws, limited liability company agreement, limited partnership agreement or other governing documents of the Companies’ Subsidiaries and Encumbrances created by Purchaser or its Affiliates) and is duly authorized, validly issued and, in the case of capital stock, fully paid and non-assessable and free of preemptive rights. Neither the Companies nor any of the Companies’ Subsidiaries own (other than the Excluded Subsidiaries prior to the completion of the Reorganization) any capital stock or other ownership interests, or has (or will have) any obligations to acquire any capital stock or other ownership interest, in any corporation, partnership, joint venture or other entity that is not the Companies or a Companies’ Subsidiary. Attached hereto as Schedule 4.3 is a true and complete list of the Companies’ Subsidiaries, showing ownership percentages, full corporate names, type of entity and jurisdiction of incorporation or organization of each such entity as of the date hereof and upon completion of the Reorganization. The stock register books (or similar records for other owned interests) of the Companies and the Companies’ Subsidiaries properly reflect the owners of the shares of stock (or other ownership interests) in the amounts and/or percentages set forth in Schedule 4.3.

(a) Seller has delivered to Purchaser on the date hereof a complete and accurate copy of:

(i) the audited balance sheet of the Fresh Bakery Operations as of June 27, 2009 and July 3, 2010 (the “Fresh Bakery Balance Sheet”) and the audited statements of income, divisional equity and cash flows of the Fresh Bakery Operations for the fiscal years June 28, 2008, June 27, 2009 and July 3, 2010 (together with the Fresh Bakery Balance Sheet, the “Fresh Bakery Financial Statements”). Except as otherwise described in the notes to the Fresh Bakery Financial Statements, the Fresh Bakery Financial Statements (A) have been derived from the internal books and records of Seller and its Affiliates, (B) have been prepared in accordance with GAAP and (C) in all material respects, fairly present the financial position of the Fresh Bakery Operations as of such dates and the results of operations and cash flows of the Fresh Bakery Operations for the years then ended;

(ii) the unaudited management reports of sales, gross profits, distribution expenses and brokerage expenses of the Additional Businesses as of and for the fiscal years ended June 27, 2009 and July 3, 2010 (the “Additional Businesses Financial Information”). Except as otherwise described in the notes to the Additional Business Financial Information, the Additional Businesses Financial Information (A) has been derived from the internal books and records of Seller and its Affiliates, (B) except as noted in Schedule 4.4(a)(ii), has been prepared consistent with the Seller Accounting Principles, which are in accordance with GAAP in all material respects, and (C) in all material respects fairly presents the information contained therein in accordance with the Seller Accounting Principles, except as noted in Schedule 4.4(a)(ii);

(iii) the unaudited balance sheet of the Fresh Bakery Operations as of October 2, 2010 (the “Fresh Bakery Interim Balance Sheet”) and the unaudited statement of income of the Fresh Bakery Operations for the three month period ended October 2, 2010 (together with the Fresh Bakery Interim Balance Sheet, the “Fresh Bakery Interim Financial Statements”). Except as otherwise described in the notes to the Fresh Bakery Interim Financial Statements, the Fresh Bakery Interim Financial Statements (A) have been derived from the internal books and records of Seller and its Affiliates, (B) except as noted in Schedule 4.4(a)(iii), have been prepared in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects, and (C) in all material respects fairly presents the information contained therein in accordance with the Seller Accounting Principles, except as noted in Schedule 4.4(a)(iii); and

(iv) the unaudited management reports of sales, gross profits, distribution expenses and brokerage expenses of the Additional Businesses as of and for the three month period ended October 2, 2010 (the “Additional Businesses Interim Financial Information”). Except as otherwise described in the notes to the Additional Business Interim Financial Information, the Additional Businesses Interim Financial Information (A) has been derived from the internal books and records of Seller and its Affiliates, (B) except as noted in Schedule 4.4(a)(iv), has been prepared in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects, and (C) in all material respects fairly presents the information contained therein in accordance with the Seller Accounting Principles, except as noted in Schedule 4.4(a)(iv).

(b) Since July 3, 2010, none of the respective directors, officers or independent auditors of the Companies or the Companies’ Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding any significant deficiency in the accounting or auditing practices, procedures, methodologies or methods or internal accounting controls of the Companies or the Companies’ Subsidiaries, including any material complaint, allegation, assertion or claim that any of the Companies or the Companies’ Subsidiaries has engaged in questionable accounting or auditing practices.

Section 4.5 Absence of Certain Changes or Events; No Undisclosed Liabilities; Financial Debt.

(a) Except as set forth on Schedule 4.5(a) or as expressly contemplated by this Agreement (including as contemplated by the Reorganization), since July 3, 2010: (i) Seller and its Affiliates have operated the Business in the ordinary course of business, except for any failures to so operate that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Business; (ii) no event, change or circumstance that would reasonably be expected to have a Material Adverse Effect with respect to the Business has occurred; and (iii) through the date hereof, neither the Companies nor any Companies’ Subsidiary nor, solely with respect to the Business, Seller and its Affiliates, have taken action that, if taken after the date hereof, would constitute a violation of clauses (i), (ii) (but only with respect to any senior executive reporting directly to the President of the Companies), (iii), (iv), (v), (xvii) (but only with respect to any senior executive reporting directly to the President of the Companies) and (xxiii) of Section 6.1(b) (Interim Operations of the Companies).

(b) Except for (i) Liabilities included in the Fresh Bakery Financial Statements, (ii) Liabilities arising under any Contract to which the Companies or a Companies’ Subsidiary are a party or by which the Companies or any Companies’ Subsidiary or their respective assets are bound, (iii) Liabilities incurred in the ordinary course of business of the Fresh Bakery Operations since July 3, 2010, (iv) any Liabilities incurred in connection with the Reorganization, (v) Liabilities incurred in the ordinary course of business of the Additional Businesses, and (vi) as set forth on Schedule 4.5(b), neither Seller and its Affiliates (solely with respect to the Business), the Companies nor any of the Companies’ Subsidiaries have any liabilities or obligations (whether absolute or accrued, contingent or otherwise, and whether due or to become due and whether the amount therefore is readily ascertainable or not) that would be required by GAAP as of the date hereof to be set forth on a balance sheet of the Business.

(c) Schedule 4.5(c) lists the Financial Debt of the Business outstanding as of the date hereof in amounts exceeding U.S.$500,000; provided, however, that in the case Financial Debt constituting obligations in respect of any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments, only the aggregate open position of such Financial Debt shall be set forth in Schedule 4.5(c).

(a) Schedule 4.6(a) sets forth a true and complete list as of the date hereof of all real property and interests in real property owned in fee by the Companies or any of the Companies’ Subsidiaries related exclusively to or used exclusively in the Business (each parcel of real property required to be so listed, a “Company Owned Property”) and sets forth for each Company Owned Property (i) the street address, city and state and (ii) the general nature of the current use of the Company Owned Property.

(b) Schedule 4.6(b)(i) sets forth a true description as of the date hereof of locations that are the subject of leases, subleases and other agreements under which Seller, the Companies or any of the Companies’ Subsidiaries uses or occupies or has the right to use or occupy any real property related exclusively to or used exclusively in the Business (each lease required to be so listed and any extensions, renewals, amendments, modifications, supplements, guarantees or indemnities pertaining or relating thereto, a “Real Property Lease” and the properties governed by such Real Property Leases are referred to herein as “Leased Properties”), in each case including (i) the address of each such Leased Property and (ii) the general nature of the current use of each such Leased Property. With regard to each Real Property Lease (A) having annual rental payments in excess of U.S.$100,000, (B) relating to 30,000 or more square feet of rental space or (C) with respect to a premise that is currently being used as a plant (collectively, the “Material Real Property Leases” and the properties governed by such Material Real Property Leases, the “Material Leased Properties”), Schedule 4.6(b)(ii) indicates whether or not the consent of the landlord or any lender to the landlord will be required to be obtained in connection with the transactions contemplated by this Agreement.

(c) Seller has made available to Purchaser true and complete copies (except for the deficiencies set forth on Schedule 4.6(c)) of all Material Real Property Leases and Other Real Property Leases.

(d) Except as disclosed on Schedule 4.6(d): (i) Seller, the Companies or any Companies’ Subsidiary are not in default in any material respect under any Material Real Property Lease and, to the Knowledge of Seller, no event has occurred that, with notice or lapse of time or both, would constitute a default by Seller, the Companies or any Companies’ Subsidiary thereunder; (ii) with respect to each Real Property Lease which is not a Material Real Property Lease and neither (x) relates to less than 1,500 square feet of rental space nor (y) relates to space which tenant rents on a month- to- month basis (each lease and any extensions, renewals, amendments, modifications, supplements, guarantees or indemnities pertaining or relating thereto, an “Other Real Property Lease” and the properties governed by such Other Real Property Leases, the “Other Leased Properties”), neither Seller, the Companies nor any of the Companies’ Subsidiaries which are a party to such Other Real Property Lease have received any written notice of default (or the occurrence of an event which with notice or lapse of time, or both, would constitute a default) by Seller, the Companies or any of the Companies’ Subsidiaries under any Other Real Property Lease that has not been cured; (iii) no Material Real Property Lease or Other Real Property Lease has been terminated and Seller, the Companies or any of the Companies’ Subsidiaries have not received any written notice indicating that any Material Real Property Lease or Other Real Property Lease will be terminated prior to the expiration of its term, except to the extent that, in the case of all Other Real Property Leases, such termination would not reasonably be expected to have a Material Adverse Effect; and (iv) except for Permitted Encumbrances, neither Seller, the Companies nor any of the Companies’ Subsidiaries that are a party to any Material Real Property Leases or Other Real Property Leases have assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its leasehold interest in such Material Real Property Lease or Other Real Property Lease, and other than the Material Real Property Leases or Other Real Property Leases, neither Seller, the Companies nor any of the Companies’ Subsidiaries have entered into any material lease, sublease, license or other agreement granting to any other Person any right to use, occupancy or enjoyment of such Material Leased Property or Other Leased Property or any part thereof.

(e) Seller, the Companies and the Companies’ Subsidiaries, as applicable, have good and insurable fee title to (i) the respective Company Owned Property indicated as being owned by them on Schedule 4.6(a) and (ii) the Seller Owned Property (the Seller Owned Property, together with the Company Owned Property, collectively, the “Owned Property”), in each case free and clear of all Encumbrances, except Permitted Encumbrances or as disclosed on Schedule 4.6(e). None of the Owned Property is subject to any lease or other agreement or instrument granting any third party the right to occupy, or otherwise granting an interest in, any portion of such Owned Property other than leases or other agreements or instruments granting third parties the right to use or occupy property that relates to less than 1,500 square feet of rentable space or that can be terminated on at least thirty (30) days’ notice. Except as set forth on Schedule 4.6(e), Seller has reasonably adequate rights of ingress and egress to the Owned Property from a public street. To the Knowledge of Seller, such respective owner of the Owned Property has not received any written notice that within the past three (3) years: (i) any buildings, structures or appurtenances situated on any of the Owned Property, or the operation or maintenance thereof, materially violate any restrictive covenant or any provision of any Law; or (ii) any Permitted Encumbrances prohibit the use of any of the Owned Property as it is currently being used by Seller, the Companies or the Companies’ Subsidiaries. Seller, the Companies, and the Companies’ Subsidiaries have received no written notice within the past three (3) years that any improvements on any Owned Property do not conform in all respects to applicable Laws relating to zoning or that the Owned Property is not zoned for the purpose for which such property is being used in the Business, except where the failure to conform or to be so zoned has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companies. To the Knowledge of Seller, there is no pending or threatened condemnation, eminent domain or similar Proceeding with respect to any Owned Property.

(f) Seller, the Companies and the Companies’ Subsidiaries have obtained all material permits necessary for the current use and operation of each part of the Owned Property, Material Leased Properties and Other Leased Properties by Seller, the Companies or the Companies’ Subsidiaries.

(g) To the Knowledge of Seller, none of Seller, the Companies or the Companies’ Subsidiaries has received written notice within the past three (3) years of any material liability of any kind related to any Material Real Property Lease or Other Real Property Lease with respect to which Seller, the Companies or the Companies’ Subsidiaries terminated their leasehold or subleasehold interest.

(h) All tangible property used in the Business (other than tangible property owned by Seller or any of its Affiliates and used in connection with the Business) is owned in all material respects by the Companies or any of the Companies’ Subsidiaries, free and clear of all Encumbrances other than Permitted Encumbrances, or is leased under a valid and subsisting lease (other than tangible property leased by Seller or any of its Affiliates and used in connection with the Business).

(a) Schedule 4.7(a) sets forth a true and complete list as of the date hereof of the following Contracts to which the Companies or a Companies’ Subsidiary are a party or by which Seller and its Affiliates (with respect to the Business), the Companies, a Companies’ Subsidiary or their respective assets are bound, in each case after giving effect to the transactions contemplated by Section 6.8 (Reorganization) (the “Material Contracts”), a true and complete copy (except for the deficiencies set forth on Schedule 4.7(a)) of each of which (including any amendment, supplement or modification thereto) has heretofore been made available to Purchaser:

(i) any vendor Contract pursuant to which the Companies or a Companies’ Subsidiary paid U.S.$1,000,000 or more in fiscal year 2010 or is required to pay U.S.$1,000,000 or more in fiscal year 2011;

(ii) any customer Contract pursuant to which the Companies or a Companies’ Subsidiary were paid U.S.$5,000,000 or more in fiscal year 2010 or is required to be paid U.S.$5,000,000 or more in fiscal year 2011;

(iii) any distribution Contract other than (A) those entered into between the Companies and I/O Distributors and (B) those of Distributors whose purchases from the Companies or a Companies’ Subsidiary are less than U.S.$400,000 in fiscal year 2010;

(v) any Contract under which the Companies or a Companies’ Subsidiary have borrowed or loaned money, or any mortgage, note, bond, indenture or other similar instrument evidencing long-term Indebtedness or any guarantee of long-term Indebtedness to non-affiliated third parties;

(vi) any Contract for the future purchase or sale of materials, supplies, equipment or other assets (other than purchase orders for inventory in the ordinary course of business) which has an aggregate future Liability to any Person in excess of U.S.$1,000,000 or extends for a period of more than twelve (12) months and cannot be cancelled by the Companies or a Companies’ Subsidiary by notice of not more than ninety (90) days without future payment or penalty of any kind;

(vii) any management, service, consulting, investment banking or commercial banking or other similar Contract (other than any Benefit Plan) which has an aggregate future Liability to any Person in excess of U.S.$500,000 or (other than in the case of any service Contract) extends for a period of more than twelve (12) months and cannot be cancelled by the Companies or a Companies’ Subsidiary by notice of not more than ninety (90) days without future payment or penalty of any kind;

(viii) any advertising Contract or arrangement (including any media purchase commitment) that has an aggregate future Liability to any Person in excess of U.S.$500,000 or extends for a period of more than twelve (12) months and cannot be cancelled by the Companies or a Companies’ Subsidiary by notice of not more than ninety (90) days without future payment or penalty of any kind;

(ix) any joint venture, jointly owned partnership or other similar joint ownership Contracts;

(x) any stockholder, voting or similar Contracts relating to the shares of stock (or other ownership interests) of the Companies or a Companies’ Subsidiary;

(xi) all Contracts (other than with respect to any distribution relationship with an I/O Distributor) that limit or purport to limit the ability of the Companies or any of the Companies’ Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time;

(xii)(A) the Purchase Agreement, dated January 16, 2006, among Sara Lee Corporation, Shareholders of Butter Krust Baking Company, Inc., Avale Limited Partnership, EP Enterprises, Inc., and Fifth and Hanover Northumberland Associates, and (B) any Contract for the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2003, pursuant to which the Companies or a Companies’ Subsidiary paid or were paid U.S.$2,500,000 or more; and

(xiii) any Contract (other than any Benefit Plan), the termination or nonexistence of which, would reasonably be expected to have a Material Adverse Effect with respect to the Companies.

(b) Except as set forth on Schedule 4.7(b)(i), each Material Contract is valid and binding on the Companies or the applicable Companies’ Subsidiary, as the case may be, and, to the Knowledge of Seller, on each of the counterparties thereto, and is in full force and effect. Except as set forth on Schedule 4.7(b)(ii), the Companies and the Companies’ Subsidiaries are in compliance with all the Material Contracts in all material respects. Except as set forth on Schedule 4.7(b)(ii), there is not and, to the Knowledge of Seller, there has not been claimed or alleged by any Person, with respect to any Contract listed in Schedule 4.7(a), any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Companies or any Companies’ Subsidiary or, to the Knowledge of Seller, on the part of any other party thereto, except such defaults, events of default and other events that would not have, individually or in the aggregate, a Material Adverse Effect with respect to the Companies.

(a) Set forth in Schedule 4.8(a) is a list of (i) the general types of services that Seller and any of its Affiliates (other than the Companies and the Companies’ Subsidiaries), directly or through third parties, has provided since June 28, 2009 through the date hereof to the Companies and the Companies’ Subsidiaries and of the general types of services that the Companies and the Companies’ Subsidiaries have provided to Seller and its Affiliates (other than the Companies and the Companies’ Subsidiaries) and (ii) the amounts paid or allocated to the Companies and the Companies’ Subsidiaries for such services in fiscal years 2009 and 2010.

(b) Schedule 4.8(b) includes a list of all written Contracts between Seller or any of its Affiliates (other than the Companies and the Companies’ Subsidiaries) on the one hand, and the Companies or any of the Companies’ Subsidiaries, on the other hand, other than those that will be terminated at or prior to the Closing. A true and complete copy of each Contract listed in Schedule 4.8(b) has heretofore been made available to Purchaser.

Section 4.9 Customers and Suppliers. As of the date hereof, except as set forth in Schedule 4.9, none of Seller or its Affiliates have received within the preceding twelve (12) months any written notice of a dispute, claim or other action or Proceeding between the Business, on the one hand, and any supplier or customer of the Business, on the other hand, other than those occurring in the ordinary course of business in amounts that are not material to the Business. None of the Seller or any of its Affiliates have received within the twelve (12) months prior to the date hereof any written or, to the Knowledge of Seller, oral notice that (i) any of the twenty-five (25) largest customers of the Business (measured in terms of revenues during such period, but excluding any private label customers) or any of the twenty-five (25) largest suppliers of the Business (measured in terms of total spend during such period) will cease dealing with the Business or (ii) that any of such twenty-five (25) largest customers may otherwise reduce or become unable for any reason to maintain the volume of business transacted by such customer with the Business by more than ten percent (10%).

Section 4.10 Sufficiency of Assets. Except as set forth on Schedule 4.10 and except for (i) assets used to provide services pursuant to the Ancillary Agreements, (ii) cash, cash equivalents and other short term securities, and (iii) the Excluded Assets, the Companies and the Companies’ Subsidiaries, taken as a whole, have ownership of or rights in all of the material assets (including the books and records) to the extent reasonably necessary to conduct the Business in all material respects as currently conducted by the Companies and the Companies’ Subsidiaries (after giving effect to the transactions contemplated by Section 6.12 (Shared Contracts). All of the material tangible assets owned or leased by the Companies or the Companies’ Subsidiaries (after giving effect to the transactions contemplated by Section 6.12 (Shared Contracts) are in reasonably satisfactory operating condition for the use or uses to which they are currently being put, subject to ordinary wear and tear and continuing maintenance requirements. To the Knowledge of Seller, no material damage or destruction has occurred since July 3, 2010 with respect to any of the material tangible assets owned or leased by the Companies or the Companies’ Subsidiaries that has not been repaired prior to the date hereof.

Section 4.11 Insurance. Set forth in Schedule 4.11 is a list as of the date hereof of all of (i) the material insurance policies maintained by the Companies and the Companies’ Subsidiaries and (ii) all material insurance policies maintained by Seller or its Affiliates that cover the Companies and the Companies’ Subsidiaries (together, the “Insurance Policies”). All such insurance policies are maintained, to the Knowledge of Seller, with financially sound and reputable insurers, and represent the level of insurance with respect to the Companies’ properties, assets and businesses against such casualties and contingencies as are in accordance with sound business practices for businesses engaged in similar activities and in similar geographic areas and with parent entities of similar financial position as Seller.

To the Knowledge of Seller, none of the Companies or the Companies’ Subsidiaries have received (i) any material refusal of coverage or any notice that a defense will be afforded with reservation of material rights, or (ii) any notice of cancellation or any other indication that any material insurance policy will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder in any material respect.

Section 4.12 Litigation. Except as set forth in Schedule 4.12, (i) as of the date hereof, none of Seller nor its Affiliates is a party to or, to the Knowledge of Seller, threatened to be made a party to any Proceedings with respect to the Business and (ii) as of the Closing Date, none of Seller nor its Affiliates is a party to or, to the Knowledge of Seller, threatened to be made a party to any Proceedings (other than any action, judgment, ruling, order, decree, Proceeding or injunction of any Governmental Entity or brought by any Person or Governmental Entity in respect of or under the HSR Act or any other antitrust or similar competition Law and that relates to this Agreement or any transaction contemplated hereby), in each case relating to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby or thereby. Schedule 4.12 sets forth a list as of the date hereof of all settled Proceedings with executory terms that are required to be fulfilled by the Companies or a Companies’ Subsidiary to any other party. As of the date hereof, neither Seller nor its Affiliates have settled any Proceedings with respect to the Business in respect of which any settlement amounts in excess of U.S.$100,000 are still owing from Seller or any of its Affiliates to any other party.

(a) The Business is, and for the preceding five (5) years has been in, material compliance with all applicable Environmental Laws. The Companies and the Companies’ Subsidiaries currently have and, for the preceding five (5) years, have previously obtained all material Environmental Permits required for the operation of the Business, and are and have for the preceding five (5) years been in compliance in all material respects with all such Environmental Permits.

(b) None of Seller or its Affiliates, with respect to the Business, is party to or, to the Knowledge of Seller, within the past three (3) years, has been threatened to be made party to, any Proceeding pursuant to any Environmental Law that would reasonably be expected to have a Material Adverse Effect with respect to the Companies.

(c) Neither the Companies nor any Companies’ Subsidiary has received (i) any written notice or other written communication that remains outstanding in any material respect that Seller or any of its Affiliates, with respect to the Business, is or may be a potentially responsible party or otherwise liable in connection with any waste disposal activity or in connection with the presence, release or removal of any Hazardous Substance at any location, except for such a written notice or other written communication related to Remedial Action for which a reserve has been established where the costs and expenses for the Remedial Action would not exceed the current amount of the reserve, as identified in the Sara Lee Corporation Environmental Reserve Summary for Fiscal Year 2010 (FY 10 Period 12), dated as of July 3, 2010, by more than U.S.$50,000, or (ii) any written notice that remains outstanding in any material respect regarding any failure of the Business to comply in any material respect with any Environmental Law or with the requirements of any Environmental Permit.

(d) Neither Seller nor any of its Affiliates, with respect to the Business, is currently engaged in any Remedial Action at any location or is committed to undertake any Remedial Action pursuant to any Contract with any Governmental Entity or third party or any order of any Governmental Entity, at any location, except for Remedial Action for which a reserve has been established where the costs and expenses for the Remedial Action would not exceed the current amount of the reserve, as identified in the Sara Lee Corporation Environmental Reserve Summary for Fiscal Year 2010 (FY 10

Period 12), dated as of July 3, 2010, by more than U.S.$50,000, and to the Knowledge of Seller, there are no Hazardous Substances or threatened releases of Hazardous Substances present at any location that are reasonably expected to give rise to a Remedial Action to the Seller or any of its Affiliates, with respect to the Business, under any Environmental Law.

(e) The representations and warranties in this Section 4.13 are the exclusive representations and warranties as to matters involving Environmental Laws and Environmental Permits.

Section 4.14 Compliance with Laws. Except as described in Schedule 4.14, each of Seller and its Affiliates, with respect to the Business, is in compliance with all Laws, except for instances of noncompliance that would not reasonably be expected to have a Material Adverse Effect with respect to the Business. Each of the Companies and the Companies’ Subsidiaries is in possession of all material authorizations, licenses, permits, easements, variances, consents, certificates, approvals and registrations granted by or obtained from any Governmental Entity that is necessary for it to carry on the Business as it is now being conducted and no suspension or cancellation of any of the foregoing is pending or has been threatened in writing within the past three (3) years. Nothing in this Section 4.14 is intended to address any compliance issues that are the subject of any other representation or warranty set forth herein.

(a) Schedule 4.15(a) lists, as of the date of this Agreement, a true and complete list of each material Benefit Plan. For purposes of this Agreement, “Benefit Plan” means any plan, program, or agreement that is a bonus, pension, deferred compensation, incentive compensation, profit sharing, savings, stock ownership, stock purchase, stock option, phantom stock or other equity or equity-based compensation plan; vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, program, or agreement, fund or commitment, including any “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to ERISA; an employment, termination, severance, retention, salary continuation, consulting, “change in control,” non-competition, non-solicitation, nondisclosure of confidential information or any other restrictive covenant plan, program, or agreement that is sponsored, maintained or contributed to, or required to be contributed to, by the Additional Businesses, the Companies or any Companies’ Subsidiary or with respect to which the Additional Businesses, the Companies, any Companies’ Subsidiary, or any ERISA Affiliate has any liability, contingent or otherwise, for the benefit of any Affected Employee, Former Seller Employee or any dependent or beneficiary of any of the foregoing, other than a Multiemployer Plan or a Multiemployer Welfare Benefit Plan. Schedule 4.15(a) identifies each material Benefit Plan that is a Companies Benefit Plan. Prior to the date of this Agreement, Seller has made available to Purchaser true and complete copies of each of the following, as applicable, (A) with respect to each Affected Benefit Plan: (i) the plan document or agreement or, with respect to any material Affected Benefit Plan that is not in writing, a written description of the material terms thereof, including any amendments thereto; (ii) the trust agreement, insurance contract, or other documentation of any related funding arrangement, (iii) the most recent summary plan description; (iv) the two (2) most recent annual reports, actuarial reports and/or financial reports; (v) the two (2) most recent required IRS Form 5500, including all schedules thereto; (vi) any material communication to or from any Governmental Entity with respect to any Affected Benefit Plan within the last three years prior to the date hereof; and (vii) the most recent favorable determination letter received from the IRS with respect to each Affected Benefit Plan that is intended to be a “qualified plan” under Section 401 of the Code, and (B) with respect to each Benefit Plan that is not an Affected Benefit Plan, a summary of each such Benefit Plan. No Companies Benefit Plan covers, and none of the Companies or Companies’ Subsidiaries has any outstanding Liabilities or obligations under any Companies Benefit Plan with respect to, employees or former employees (or dependents or beneficiaries thereof) of Seller and its Affiliates other than employees or former employees (or dependents or beneficiaries thereof) of the Companies, any Companies’ Subsidiary or the Business.

(b) With respect to each Affected Benefit Plan (but only with respect to Affected Employees and Former Seller Employees with respect to each Affected Benefit Plan that is not a Companies Benefit Plan), (i) all material expenses, contributions, premiums or payments required to be made to, under or with respect to such Affected Benefit Plan have been or will be timely made on or before the Closing Date and, to the extent required, all material amounts that have properly accrued to date as liabilities of the Companies, any Companies’ Subsidiary, or any Additional Business, which are not yet due have been properly recorded on the books of the Companies and, to the extent required by GAAP, adequate reserves therefor are reflected on the financial statements of the Companies, (ii) except as set forth in Schedule 4.15(b)(ii), each such Affected Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and intended to qualify under Section 401 of the Code either has received a favorable determination letter from the IRS with respect to such qualification and, to the Knowledge of Seller, nothing has occurred since the date of such letter that has or is reasonably likely to result in disqualification of such plan, or an application for such letter has been timely submitted to the IRS and is currently pending, (iii) there are no material actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Seller, threatened in writing, with respect to such Affected Benefit Plan, any fiduciaries of any Affected Benefit Plan with respect to their duties to such Affected Benefit Plan, or against the assets of such Affected Benefit Plan or any trust maintained in connection with such Affected Benefit Plan, (iv) it has been operated and administered in compliance in all material respects with its terms and all applicable Laws and regulations, including ERISA and the Code, (v) it is neither under audit nor, to the Knowledge of Seller, the subject of an investigation by the IRS, the U.S. Department of Labor, the PBGC, the SEC or any other Governmental Entity nor is any such audit or investigation pending or, to the Knowledge of Seller, threatened, (vi) as of the date hereof, there is not (A) any requirement for the posting of security with the PBGC with respect to an Affected Benefit Plan or (B) the imposition of any pledge, lien, security interest or encumbrance on the assets of the Companies or any of the Companies’ Subsidiaries or any of their respective ERISA Affiliates under ERISA or the Code; or (vii) as of the date hereof, Seller has no Knowledge of any facts that would reasonably be expected to give rise to (A) any requirement for the posting of security with the PBGC with respect to an Affected Benefit Plan or (B) the imposition of any pledge, lien, security interest or encumbrance on the assets of the Companies or any of the Companies’ Subsidiaries or any of their respective ERISA Affiliates under ERISA or the Code.

(c) Except as set forth on Schedule 4.15(c), none of the Benefit Plans is subject to Section 302 or Title IV of ERISA or Section 412 of the Code (a “Title IV Plan”), and none of the Affected Benefit Plans is a “multiple employer plan” within the meaning of Sections 4063 and 4064 of ERISA or Section 413(c) of the Code. None of the Companies, any Companies’ Subsidiary, or any Additional Business has incurred or reasonably expects to incur any material liability pursuant to Title I of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code or any other foreign Law or regulation relating to employee benefit plans, whether contingent or otherwise, including pursuant to any non-exempt “prohibited transactions” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in any case which has not been satisfied in full, and, to the Knowledge of Seller, no event, transaction, fact or condition exists that is reasonably expected to present a material risk to the Companies, any Companies’ Subsidiary, or any Additional Business. As of the date hereof, no Title IV Plan has failed to meet the minimum funding standard (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. As of the date hereof, the PBGC has not instituted Proceedings to terminate any Title IV Plan and, to the Knowledge of Seller, no condition exists that would reasonably be expected to present a material risk that such proceedings will be instituted. Except as set forth on Schedule 4.15(c), as of the date hereof, no “reportable event” (as defined in Section 4043 of ERISA for which the advance notice requirements have not been waived) has occurred with respect to any Title IV Plan, nor has notice of any such event been required to be filed for any Title IV Plan, in any case within the past twelve (12) months. Except as set forth on Schedule 4.15(c), none of the Companies, any Companies’ Subsidiary, any Additional Business, or any ERISA Affiliate has incurred or reasonably expects to incur any material liability with respect to a Title IV Plan (other than premium payments to the PBGC).

(d) Schedule 4.15(d) sets forth a true and complete list of each Multiemployer Plan to which the Companies or any Companies’ Subsidiary are required to make contributions (each a “Companies Multiemployer Plan”). With respect to each Companies Multiemployer Plan and any other Multiemployer Plan with respect to which the Companies, the Companies Subsidiaries or the Additional Businesses have any liability, except as set forth on Schedule 4.15(d), no complete withdrawal from such plan has been made by the Companies or any of the Companies’ Subsidiaries, Seller has no Knowledge as of the date hereof of any facts that would give rise to a partial withdrawal from such plan by the Companies or any of the Companies’ Subsidiaries, and none of the Companies nor any of the Companies’ Subsidiaries has received notice from a Multiemployer Plan that such plan is assessing a partial withdrawal liability that would, if continued, reasonably be expected to result in any material liability to the Companies or any of the Companies’ Subsidiaries, whether such liability is contingent or otherwise. Neither the Companies nor any of the Companies’ Subsidiaries have experienced a reduction in contribution base units in the three (3) consecutive years prior to the date hereof that would, if continued, reasonably be expected to result in a partial withdrawal assessment that could result in any material liability to the Companies or any of the Companies’ Subsidiaries. Schedule 4.15(d) identifies, as of the date hereof, each Companies Multiemployer Plan and each other Multiemployer Plan with respect to which the Companies, the Companies Subsidiaries or the Additional Businesses have any liability and that has notified the Companies or the Companies’ Subsidiaries of any failure to satisfy minimum funding standards, or of its status as a critical or endangered plan. With respect to each Companies Multiemployer Plan, the Companies or any Companies’ Subsidiary have, prior to the date hereof, requested the most recent estimate of withdrawal liability available, and has provided Purchaser with the most recent estimate of withdrawal liability obtained by the Companies, or any Companies’ Subsidiary from the applicable Companies Multiemployer Plan. For each Companies Multiemployer Plan to which both (i) Companies or any of the Companies Subsidiaries, and (ii) a business segment of the Seller that will not be owned by the Companies or any of the Companies Subsidiaries, contribute, Seller has made a good faith effort, by the Closing Date, to allocate the estimated withdrawal liability to the Companies and the Companies Subsidiaries based on the contribution histories that would be used by each of the Companies Multiemployer Plans in calculating withdrawal liability.

(e) Except as set forth on Schedule 4.15(e), with respect to each Affected Benefit Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA whether or not subject to ERISA) (each, a “Welfare Plan”), none of the Companies or any of the Companies’ Subsidiaries have any obligations to provide health, life insurance, or death benefits with respect to current or former employees or consultants of the Companies or any of the Companies’ Subsidiaries beyond their termination of employment or service, other than as required under Section 4980B of the Code or sections 601 et. seq. of ERISA or similar provisions of applicable state Law. To the Knowledge of Seller, except with respect the obligations listed on Schedule 4.15(e), there are no promises or guarantees with respect to any Affected Employee or Former Seller Employee to provide retiree health or life insurance or other retiree death benefits on a permanent basis. As of the date hereof, the operation of each Companies Benefit Plan will not result in the incurrence of any material penalty to any of the Companies or any of the Companies’ Subsidiaries pursuant to the 2010 Health Care Law, to the extent applicable.

(f) Each Affected Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in material compliance with a good faith interpretation of Section 409A of the Code and the regulations thereunder for the period January 1, 2005 through December 31, 2008 and in accordance with the final regulations issued under Section 409A of the Code for period on and after January 1, 2009. None of the Companies, any Companies’ Subsidiaries or any of the Additional Businesses have any contractual obligation to indemnify, hold harmless or gross-up any Person with respect to any tax, penalty or interest under Section 409A of the Code.

(g) Except as set forth in Schedule 4.15(g), neither the execution or delivery of this Agreement nor the consummation of the Closing Transactions will, in accordance with the terms of Companies Benefit Plans in effect as of the Closing, either alone or in conjunction with any other event (whether contingent or otherwise) (i) result in any payment or benefit becoming due or payable, or required to be provided, to any Affected Employee, Former Seller Employee or independent contractor of the Companies, Companies’ Subsidiary or any Additional Business, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) result in any amount failing to be deductible by reason of Section 280G of the Code, or (v) result in any payment or any Liabilities (current or contingent) of the Companies, any Companies’ Subsidiary or any Additional Business, to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code, in each case that would become an obligation of the Purchaser or the Companies or the Companies’ Subsidiaries.

(h) Except as set forth in Schedule 4.15(h), there are no material liabilities, whether contingent or absolute, of the Companies, any of the Companies’ Subsidiaries or any Additional Business relating to workers’ compensation benefits that are not fully insured against by a third party insurance carrier, except that the Companies and the Companies’ Subsidiaries are self-insured up to the first U.S.$1,000,000 per incident. With respect to each Affected Benefit Plan and with respect to each state workers’ compensation arrangement, that is funded wholly or partially through an insurance policy, all premiums required to have been paid to date under such insurance policy have been paid and all premiums required to be paid under the insurance policy through the Closing Date will have been paid on or before the Closing Date. To the Knowledge of Seller, as of the date hereof, there are no circumstances existing that would reasonably be expected to result in material liability of the Companies, the Companies’ Subsidiaries or the Additional Businesses under any such insurance policy, fund or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent material liability.

(i) Schedule 4.15(i) sets forth a true and complete list of each Multiemployer Welfare Benefit Plan to which the Companies or any Companies’ Subsidiary are required to make contributions (each a “Companies Multiemployer Welfare Benefit Plan”). Except as set forth on Schedule 4.15(i), none of the Companies Multiemployer Welfare Benefit Plans imposes termination or withdrawal fees or requires maintenance- of- benefit contributions in excess of the contribution rates set forth in the applicable Collective Bargaining Agreement. None of the Benefit Plans is a coal-industry multiemployer plan. None of the Companies Multiemployer Welfare Benefit Plans contains any rule or provision that would impose a withdrawal liability or fee that would be material if the Companies or any Companies’ Subsidiary were to terminate their obligation to contribute to such Companies Multiemployer Welfare Benefit Plan as of the Closing Date.

(j) Except as set forth in Schedule 4.15(j), with respect to each Affected Benefit Plan which is a single-employer defined benefit plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities”, within the meaning of Section 4001(a)(16) of ERISA (in each case as determined on the basis of the actuarial assumptions contained in such Affected Benefit Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Affected Benefit Plan.

(k) Except as otherwise disclosed in this Section 4.15, to the Knowledge of Seller, as of the date hereof, none of the Companies, the Companies’ Subsidiaries or the Additional Businesses have made a plan or commitment to create any additional Affected Benefit Plan or to modify or change any existing Affected Benefit Plan other than as required under Law or an applicable Affected Benefit Plan or an applicable Collective Bargaining Agreement. Except as otherwise disclosed on Schedule 4.15(k), to the Knowledge of Seller, as of the date hereof, none of the Companies, the Companies’ Subsidiaries or the Additional Businesses have made a plan or commitment to increase or improve the compensation, benefits or terms and conditions of employment or service of any director, officer, employee or consultant other than as required under Law or an applicable Affected Benefit Plan or an applicable Collective Bargaining Agreement. Except as otherwise disclosed in this Section 4.15(k), to the Knowledge of Seller, as of the date hereof, no statement, either written or oral, has been made by the Companies, the Companies’ Subsidiaries or the Additional Businesses to any Person with regard to any Affected Benefit Plan that was not in accordance with the Affected Benefit Plan and that could have an adverse economic consequence to the Companies, the Companies’ Subsidiaries, or the Additional Businesses. Except as set forth on Schedule 4.15(k), to the Knowledge of Seller, all Affected Benefit Plans may be amended or terminated without penalty by any Companies, Companies’ Subsidiaries or the Additional Businesses at any time on or after the Closing.

(l) None of the Companies, any Companies’ Subsidiary or the Additional Businesses currently maintains, operates or has liability with respect to and has never maintained, operated or had liability with respect to any plan, program, agreement or arrangement that is or would have been a Benefit Plan and that is or was subject to the Law of a jurisdiction other than the United States.

(a) The Companies and each Companies’ Subsidiary have timely filed (or there have been filed on their behalf) with appropriate taxing authorities all Tax Returns required to be filed by them on or prior to the date hereof, taking into account all applicable extensions, and such Tax Returns are true and complete in all material respects. The Companies and each Companies’ Subsidiary have timely paid (or there have been paid on their behalf) in full all material Taxes (whether or not shown on such Tax Returns) except for Taxes that are not yet due and payable.

(b) There are no Encumbrances for Taxes upon any property or assets of the Companies or any Companies’ Subsidiary, except for Encumbrances for Taxes not yet due and payable.

(c) The Companies and each Companies’ Subsidiary have, in accordance with all Tax withholding provisions of applicable federal, state, provincial, local and foreign Laws (including backup withholding provisions) (i) timely, properly and accurately withheld and paid over all material Taxes required to have been withheld and paid over in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or any other applicable Person or payment, and (ii) complied with all material reporting requirements (including maintenance of required records with respect thereto).

(d) No federal, state, provincial, local or foreign audits, claims, suits, examinations, investigations or other administrative proceedings (such audits, examinations, investigations and other administrative proceedings referred to collectively as “Audits”) or court proceedings are presently pending with regard to any Taxes or Tax Returns filed by or on behalf of the Companies or any Companies’ Subsidiary, except for those Audits or court proceedings the adverse resolution of which would not have a Material Adverse Effect with respect to the Companies. None of Seller, the Companies or any Companies’ Subsidiary has received any written notice of any threatened or proposed Audits or assessments.

(e) No claim has ever been made in writing by any authority in a jurisdiction where neither the Companies nor any Companies’ Subsidiary files Tax Returns that the Companies or any Companies’ Subsidiary (as applicable) is required to file Tax Returns or that it is or may be subject to taxation by that jurisdiction.

(f) Neither the Companies nor any Companies’ Subsidiary (i) have any liability for any Tax of any Person other than the Companies or any Companies’ Subsidiary, including under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or successor, by contract, or otherwise, or (ii) have been a member of an affiliated group filing consolidated income Tax Returns (except for the group of which Seller is the parent) for federal, state or foreign Tax purposes during any taxable period for which the applicable statute of limitations remains open.

(g) There are not outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Companies or any Companies’ Subsidiary, except for such requests, agreements, consents or waivers with respect to Taxes, the imposition of which would not have a Material Adverse Effect with respect to the Companies.

(h) Neither the Companies nor any of the Companies’ Subsidiaries are a party to any material tax sharing, tax indemnity or other agreement or arrangement with any Person.

(i) Neither the Companies nor any Companies’ Subsidiary participate or, during any taxable period for which the applicable statute of limitations remains open, have “participated” in any “listed transaction” within the meaning of the Code requiring the Companies or any Companies’ Subsidiary to file, register, prepare, produce, or maintain any disclosure, report, list or any other statement or document under Sections 6011, 6111 or 6112 of the Code and the Treasury Regulations thereunder.

(j) Neither the Companies nor any Companies’ Subsidiary are, or will be at the Closing, a U.S. real property holding corporation within the meaning of Section 897 of the Code.

(k) None of Seller, the Companies or any Companies’ Subsidiary have agreed or are required under any written order or instruction of a Governmental Entity to make any adjustments pursuant to Section 482 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) with respect to the business of the Companies or any Companies’ Subsidiary, and none of Seller, the Companies or any Companies’ Subsidiary have received any notice in writing from the IRS or other relevant taxing authority proposing any such adjustment or change.

(l) Neither the Companies nor any Companies’ Subsidiary have been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355 of the Code, since January 1, 2006.

(m) There is no currently effective “closing agreement” pursuant to Section 7121 of the Code (or any similar provision of foreign, state or local Law).

(n) Neither the Companies nor any Companies’ Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any installment sale or open transaction disposition made on or prior to the Closing Date, (ii) any prepaid amount received on or prior to the Closing, (iii) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income tax Law), (iv) any intercompany transaction or any excess loss account within the meaning of Treasury Regulation Section 1.1502-19 under the Code (or any corresponding or similar provision or administrative rule of federal, state, local or foreign tax Law), or (v) a change in the method of accounting for a period ending on or prior to the Closing Date.

(o) There are no material Tax credits, grants or similar Tax incentives awarded on a conditional basis to the Companies or any Companies’ Subsidiary on or before the Closing Date under state, local or foreign Tax law that will be subject to “clawback” or recapture as a result of a failure by the Companies or such Companies’ Subsidiary to satisfy any requirements on which the credit, grant or similar incentive was conditioned following the Closing Date.

(a) Schedule 4.17(a) sets forth a true and complete list as of the date hereof of: (i) the following categories of the Owned Companies Intellectual Property: (A) all registered, applied for and material unregistered Trademarks; (B) all Patents; (C) all registered and applied for Copyrights; (D) all Internet domain names and (E) all Software; (ii) the following categories of Conveyed Intellectual Property: (A) all registered, applied for and material unregistered Trademarks; (B) Patents; (C) Copyrights; (D) Internet domain names; and (E) Software; and (iii) the following categories of Licensed Intellectual Property: (A) all registered, applied for and material unregistered Trademarks; (B) all Patents; (C) all registered and applied for Copyrights; (D) all Internet domain names and (E) all Software. With respect to the Owned Companies Intellectual Property, Licensed Intellectual Property, and Conveyed Intellectual Property, which are issued, granted or registered by or with any domestic or foreign Governmental Entity or for which an application therefor has been filed with any Governmental Entity, Schedule 4.17(a) sets forth (i) the application, registration or renewal numbers, (ii) the jurisdictions where such Intellectual Property is registered or where applications have been filed, (iii) the name of the current registrant or owner of record and (iv) for U.S. Patents and Trademarks, the applicable expiration or renewal date, if any

(b) Schedule 4.17(b)(i)(A) sets forth a list as of the date hereof of all written Licenses of Owned Companies Intellectual Property, Licensed Intellectual Property and Conveyed Intellectual Property granted to any third parties. Except as disclosed on Schedule 4.17(b)(i)(B), none of the Companies, the Companies’ Subsidiaries, Seller or any Seller Affiliate has granted exclusively to any third party any license or any other interest in, or any right to use or exploit any Owned Companies Intellectual Property, the Licensed Intellectual Property or the Conveyed Intellectual Property. Schedule 4.17(b)(ii) sets forth a list as of the date hereof of all written material License-In Agreements. Except as set forth on Schedule 4.17(b)(iii) all Licenses relating to Owned Companies Intellectual Property and all License-In Agreements were made available to Purchaser prior to the Closing Date in the Data Site that was set up for the transactions contemplated by this Agreement.

(c) Except as set forth in Schedule 4.17(c), the Owned Companies Intellectual Property (after giving effect to the Reorganization), together with the Intellectual Property licensed to the Companies or the Companies’ Subsidiaries pursuant to the License-In Agreements, constitutes all of the Intellectual Property reasonably necessary to conduct the Business in all material respects as currently conducted by the Companies and the Companies’ Subsidiaries, except for any Intellectual Property licensed under the IT Contracts and the License Agreements.

(d) Upon Closing, except as provided pursuant to the Seller Transition Services Agreement, and as set forth in Schedule 4.17(d) and except for Intellectual Property otherwise licensed under License Agreements, neither Seller nor its Affiliates will own any Intellectual Property that is currently used or intended by Seller or its Affiliates for use in the development, manufacture, packaging or marketing of goods sold or intended to be sold under the Conveyed Trademarks or used in the Business.

(e) Except as set forth in Schedule 4.17(e)(i), (A) Seller or one of its Subsidiaries exclusively owns all right, title and interest in and to each item of Licensed Intellectual Property free and clear of any Encumbrances (other than Encumbrances created by Purchaser or its Affiliates) and, immediately following the Closing, Newco A and Newco B shall be the sole and exclusive owners of the Licensed Trademarks, with the right to grant the licenses to Purchaser or an Affiliate of Purchaser granted under the applicable License Agreements, (B) Seller or one of its Subsidiaries exclusively owns all right, title and interest in and to each item of Conveyed Intellectual Property free and clear of any Encumbrances (other than Encumbrances created by Purchaser or its Affiliates), (C) the Companies or a Companies’ Subsidiary exclusively own all right, title and interest in and to each item of Owned Companies Intellectual Property free and clear of any Encumbrances (other than Encumbrances created by Purchaser or its Affiliates), and (D) the Companies or a Companies’ Subsidiary have the right, free and clear of any Encumbrances (other than Encumbrances created by Purchaser or its Affiliates), to use, in accordance with any applicable License-In Agreement and, after the Closing Date, a License Agreement, the Companies Intellectual Property and the Conveyed Intellectual Property in the United States. Except as set forth in Schedule 4.17(e)(ii), all registered U.S. Trademarks and registered non-U.S. Trademarks and issued U.S. Patents included in the Owned Companies Intellectual Property, in the Licensed Intellectual Property, and in the Conveyed Intellectual Property, are subsisting and in full force and effect and currently in good standing and have not been cancelled, expired or abandoned. To the Knowledge of Seller, except as set forth in Schedule 4.17(e)(iii), all registered U.S. Trademarks and registered non-U.S. Trademarks and issued U.S. Patents included in the Owned Companies Intellectual Property, in the Licensed Intellectual Property and in the Conveyed Intellectual Property, are valid, and the correct chain of title has been recorded with the U.S. Patent and Trademark Office (or applicable non-U.S. Governmental Entity, to the extent such recordation is required therein) against each item of registered or applied-for Owned Companies Intellectual Property, Licensed Intellectual Property or Conveyed Intellectual Property. To the Knowledge of Seller, no false allegations of use or other false statements have been made in connection with the filing, prosecution or maintenance of any U.S. or non-U.S. Trademarks or U.S. Patents included in the Owned Companies Intellectual Property, in the Licensed Intellectual Property, and in the Conveyed Intellectual Property except as would not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Seller, none of the U.S. or non-U.S. Trademarks included in the Owned Companies Intellectual Property, in the Licensed Trademarks and in the Conveyed Intellectual Property, has been assigned from any Person without the associated goodwill. Except as set forth in Schedule 4.17(e)(iv), Seller and its Subsidiaries have complied in all material respects with and are in material compliance with all Laws (including payment of all applicable fees (but excluding for purposes of this representation any infringement, misappropriation, violation or dilution of any Intellectual Property or copyright-related moral rights of any Person)) with respect to any such U.S. Patents and U.S. and non-U.S. Trademarks that are issued, granted or registered by or with a U.S. and non-U.S. Governmental Entity, as applicable, or for which an application therefor has been filed with any U.S. or non-U.S. Governmental Entity, as applicable, and all such registered, issued and applied for U.S. Patents and U.S. and non-U.S. Trademarks are duly registered, issued or filed in the name of Seller or a Subsidiary of Seller, as applicable.

(f) The Companies and the Companies’ Subsidiaries and, to the extent applicable, their Affiliates have had policies in effect whereby all former and current employees, consultants and contractors of Seller and its Affiliates who contribute or have contributed to the creation or development of any of the Owned Companies Intellectual Property must execute written instruments with the Companies or a Companies’ Affiliate that assign or acknowledge the assignment to the Seller or a Seller’s Subsidiary all rights, title and interest in and to any such contributions that the Seller or such Seller’s Affiliate does not already own by operation of Law. No employees of the Companies or the Companies’

Affiliates have any rights that prevent a vesting of title to the Owned Companies Intellectual Property with the Companies or Companies’ Subsidiaries and, to the Knowledge of Seller, no past, present or future royalties or other fees are or will be payable to any current or former employee, officer, director, stockholder, consultant or independent contractor with respect to any Owned Companies Intellectual Property.

(g) The Seller and, to the extent applicable, their Subsidiaries have taken commercially reasonable steps to protect and preserve the confidentiality of all material product formulae and of all other Trade Secrets that comprise any part of the Owned Companies Intellectual Property. The Seller and their Subsidiaries have a policy of requiring each of their employees, contractors and consultants and any other Person with access to such formulae or Trade Secrets to adhere to confidentiality obligations. To the Knowledge of Seller, there has not been any material breach of any such confidentiality obligations by any party thereto. To the Knowledge of Seller, all use by the Companies or any of the Companies’ Affiliates of any Trade Secret owned by third parties has been in compliance with the terms of the applicable confidentiality obligation or is otherwise lawful.

(h) Except as set forth in Schedule 4.17(h)(i), neither the conduct of the Business as currently conducted nor the use or exploitation of the material Companies Intellectual Property or, to the Knowledge of Seller, any other Companies Intellectual Property, infringes, misappropriates, violates or dilutes any Intellectual Property or Copyright-related moral rights of any Person. Without limiting the foregoing and except as otherwise set forth in Schedule 4.17(h)(ii): (A) there is no order, judgment, injunction or award (whether temporary, preliminary or permanent) of any Governmental Entity relating to the Owned Companies Intellectual Property, the Conveyed Intellectual Property and the Licensed Intellectual Property that limits the Companies’ rights to such Intellectual Property; and (B) to the Knowledge of Seller, there has been no prior use by any Person of any of the U.S. Trademarks included in the Owned Companies Intellectual Property, in the Conveyed Intellectual Property and in the Licensed Trademarks, that would confer upon such Person superior rights in such U.S. Trademarks that would reasonably be expected to have a Material Adverse Effect. Except as otherwise set forth in Schedule 4.17(h)(iii), there is no pending or, to the Knowledge of Seller, threatened, Proceeding, and there has been no such Proceeding in the preceding three (3) year period (x) challenging the validity or enforceability of Companies Intellectual Property, or contesting the Companies’ or the Companies’ Affiliates’ rights with respect to any of the Companies Intellectual Property, (y) challenging the validity or enforceability of, or the Companies’ rights under, any License-In Agreement, or (z) asserting that any use or exploitation by Seller, the Companies or the Companies’ Subsidiaries and, to the extent applicable, their Affiliates of any Companies Intellectual Property, or the conduct of the Business as currently conducted, infringed upon, misappropriated, diluted or violated or currently infringes upon, misappropriates, dilutes or violates the Intellectual Property or Copyright-related moral rights of any Person. To the Knowledge of Seller, except as set forth on Schedule 4.17(h)(iv), no Person has infringed, misappropriated, violated or diluted any Owned Companies Intellectual Property, Licensed Intellectual Property and Conveyed Intellectual Property in any material respect.

(i) Each material License-In Agreement, and each material License of Owned Companies Intellectual Property granted to any third, is valid and binding on the applicable Companies or the applicable Companies’ Subsidiary, as the case may be, and, to the Knowledge of Seller, on each of the counterparties thereto, and is in full force and effect. Except as set forth on Schedule 4.17(i), the Companies and the Companies’ Subsidiaries are in compliance with all the material License-In Agreements in all material respects. With respect to any material License-In Agreement, there is no existing and, to the Knowledge of Seller, there has not been any claimed or alleged, default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Companies or any Companies’ Subsidiary or, to the Knowledge of Seller, on the part of any other party thereto, except such defaults, events of default and other events that would not have, individually or in the aggregate, a Material Adverse Effect with respect to the Companies.

(j) Subject to obtaining all applicable consents, either Seller or a Subsidiary of Seller (including Companies or a Companies’ Subsidiary) has the right to sell, convey, transfer, assign and deliver to Purchaser, each License of Owned Companies Intellectual Property granted to third parties and the License-In Agreements. Except as set forth on Schedule 4.17(j), no limitations or restrictions on the use or enforceability of any of the Owned Companies Intellectual Property, the Licensed Intellectual Property and the Conveyed Intellectual Property, have been agreed to with any third party that would materially limit or restrict the Business as currently conducted or the use or exploitation of any of the foregoing material Intellectual Property. The consummation of the Closing Transactions will not create an obligation, under such Licenses of Owned Companies Intellectual Property granted to third parties or License-In Agreements, for the Companies or any of the Companies’ Subsidiaries to grant or cause an Affiliate to grant a further license of any Intellectual Property that is not Owned Companies Intellectual Property to any third party (including by means of a covenant not to sue).

(k) The representations and warranties in this Section 4.17, Section 4.7 (Material Contracts), and clause (c) of Section 3.4 (Consents and Approvals; No Violations) are the exclusive representations and warranties as to matters involving the ownership, validity and non-infringement of the Companies Intellectual Property and any other Intellectual Property of the Companies and their Subsidiaries.

Section 4.18 IT Systems. Except as set forth on Schedule 4.18(i), the Companies or a Companies’ Subsidiary have the valid right to use in all material respects all IT Systems to the extent used in the conduct of the Business as currently conducted by the Companies and the Companies’ Subsidiaries after giving effect to the Reorganization. Third party Contracts relating to IT Systems to the extent used in the conduct of the Business as currently conducted by the Companies and the Companies’ Subsidiaries (the “IT Contracts”) and pursuant to which any of the Companies or a Companies’ Subsidiary have paid more than U.S.$1,000,000 in fiscal year 2010 or is expected to pay U.S.$1,000,000 for 2011 have been disclosed in Schedule 4.18(ii). Since July 3, 2010, neither the Companies nor a Companies’ Subsidiary have, received written notice from a third party alleging a default under any IT Contract pursuant to which the Companies or a Companies’ Subsidiary have paid more than U.S.$250,000 in fiscal year 2010 or is expected to pay U.S.$250,000 for 2011 (each, a “Material IT Contract”). There exists no condition or event (including the execution, delivery and performance of this Agreement or any other agreement related to the Closing Transactions) that, with the giving of notice or the lapse of time or both, would constitute a default by any of Seller or the Companies or the Companies’ Subsidiaries under any Material IT Contracts, which default would reasonably be expected to result in a Material Adverse Effect with respect to the Companies or the Companies’ Subsidiaries. Except as set forth on Schedule 4.18(iii), the IT Systems licensed or provided under the Material IT Contracts and under the Seller Transition Services Agreement are all the IT Systems necessary in all material respects for the conduct of the Businesses as currently conducted by the Companies and the Companies’ Subsidiaries. The Companies and the Companies’ Subsidiaries have not experienced any material defects in the IT Systems used in their businesses as they are currently conducted that have not been resolved or are in the process of being resolved, including, to the Knowledge of Seller, any error or omission in the processing of any data.

Section 4.19 UPC Codes. The Companies or a Companies’ Subsidiary exclusively own or have valid rights in all material respects to use the Companies UPC Codes free and clear of any claims, actions, Proceedings and Encumbrances (other than Encumbrances created by Purchaser or its Affiliates) and of any requirements of past, present or future royalties or other license fees. The Companies UPC Codes for products that the Business is currently selling are in all material respects valid, subsisting and in full force and effect, and have not been cancelled, expired or abandoned.

(a) Schedule 4.20(a)(i) provides a true and complete list as of the date hereof of all (i) the Collective Bargaining Agreements that apply to any employees of the Business, and (ii) Contracts to which the Companies, the Companies’ Subsidiaries or the Additional Businesses are a party or is bound that require the Companies, the Companies’ Subsidiaries or the Additional Businesses to use only third party transport providers that recognize a specified labor union. Except as set forth on Schedule 4.20(a)(ii), as of the date of this Agreement, no Collective Bargaining Agreement has expired without being either (x) renewed or (y) extended pending negotiations. Except as set forth on Schedule 4.20(a)(i), neither the Additional Businesses, nor the Companies nor any Companies’ Subsidiary are a party to or bound by any Collective Bargaining Agreement or any labor union contract. To the Knowledge of Seller, there are no activities or proceedings of any labor union to organize any employees of the Business or compel the Business to bargain with any labor union or labor organization. There is no pending or to the Knowledge of Seller, threatened, labor strike, corporate campaign, walkout, work stoppage, slowdown, demonstration, leafleting, picketing, boycott, work- to- rule campaign, sit-in, sick-out, union election, governmental investigation or lockout with respect to employees of the Business, and no such strike, corporate campaign, walkout, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation, or lockout has occurred since December 31, 2008. No material grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a Collective Bargaining Agreement, has been filed, is pending or to the Knowledge of Seller, threatened, against the Business.

(b) None of the Companies, the Companies’ Subsidiaries or the Additional Businesses are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity that is material to the Companies, the Companies’ Subsidiaries or the Additional Businesses relating to their current or former employees, officers or directors or employment practices.

(c) Except as set forth on Schedule 4.20(c), Seller and its Affiliates, with respect to the Business, are in compliance in all material respects with all applicable local, state, provincial and federal Laws relating to labor and employment, including Laws relating to discrimination, disability, retaliation, whistleblower claims, human rights, labor relations, hours of work, payment of wages and minimum and overtime wages, meal and rest periods, timing of wage payment, wage statements, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations. Except as set forth on Schedule 4.20(c), there are no material unfair labor practice charges or unfair labor complaints pending, or to the Knowledge of Seller, threatened against Seller or any of its Affiliates, with respect to the Business. Except as set forth on Schedule 4.20(c), there are no material complaints, lawsuits, arbitrations, administrative proceedings, or other Proceedings pending or, to the Knowledge of Seller, threatened against Seller or any of its Affiliates, with respect to the Business brought by or on behalf of any union, applicant for employment, any current or former employee, any Person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(d) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Affected Benefit Plans have either been paid or are accurately reflected in the books and records of the Business.

(e) During the twelve (12) months preceding the date of this Agreement, none of Seller or any of its Affiliates with respect to the Business have incurred any liability or obligation which remains unsatisfied under the WARN Act or any other similar legislation in any jurisdiction any of Seller or any of its Affiliates with respect to the Business carries on business.

(f) As of the Closing Date, the Business has fulfilled all consultation and notification requirements to any union or other similar labor organization as are expressly required in connection with the negotiation and consummation of the Closing Transactions and has obtained all approvals from such unions or other labor organizations as are expressly required for the consummation of the Closing Transactions.

Section 4.21 Absence of Unlawful Payments. To the Knowledge of Seller, none of the officers, directors or employees of the Business have (i) used any corporate funds for any contributions, payments, gifts or entertainment, (ii) made any expenditures of corporate funds relating to political activity to government officials or others or (iii) established or maintained any unrecorded corporate funds, in each case in material violation of applicable Law. To the Knowledge of Seller, none of the officers, directors or employees of the Business acting in such capacities has accepted or received any contributions, payments, gifts or expenditures in material violation of applicable Law.

Section 4.22 Books and Records. The books and records of the Business have been kept in accordance with reasonable business practice and applicable Law in all material respects.

(a) True and complete copies of the franchise disclosure documents (the “Franchise Disclosure Documents” and the related model agreement attached thereto as in effect during the period beginning on January 1, 2008 and ending on September 30, 2010 have been made available to Purchaser. The Contracts entered into between the Companies, the Companies Subsidiaries or the Additional Businesses and each I/O Distributor (collectively, the “Franchise Agreements”) and still in effect substantially conform to one of the applicable model agreements contained in folder 9.1 of the Data Site (the “Model Agreements”) in all material respects, except for such non-conformance that individually or in the aggregate would not reasonably be expected to be material to the Business. Schedule 4.23(a) sets forth a list of all distribution Contracts and the applicable date of execution entered into between the Companies and I/O Distributors whose purchases are U.S.$400,000 or more in fiscal year 2010. The Franchise Disclosure Documents and the Franchise Agreements comply in all material respects with applicable state and federal Laws in effect at the time of their respective use by the Business. Each Franchise Agreement is valid and binding on the Companies, the applicable Companies’ Subsidiaries or the applicable Additional Businesses, as the case may be, and, to the Knowledge of Seller, on each of the counterparties thereto, and is in full force and effect. Except as set forth on Schedule 4.23(a), the Companies, the Companies’ Subsidiaries and the Additional Businesses are in compliance with all Franchise Agreements in all material respects. Except as set forth on Schedule 4.23(a), there is not and, to the Knowledge of Seller, there has not been claimed or alleged by any Person, with respect to any Franchise Agreement, any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Companies, any Companies’ Subsidiary or any Additional Business or, to the Knowledge of Seller, on the part of any other party thereto, except such defaults, events of default and other events that would not have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. None of Seller or any of its Affiliates with respect to the Business has committed any material violation of any Law (including any Laws of the FTC or of any state or other jurisdiction) relating to the relationship between franchisors and franchisees, or the offer, sale, assignment, renewal, advertising, termination or rights of succession, of franchises, business opportunities or seller-assisted marketing plans, and Seller or any of its Affiliates is not aware of any material pending or threatened federal or state investigation of the franchise practices of the Business.

(b) To the Knowledge of Seller, all I/O Loans, including all loans subject to the I/O Loan Guarantee, are valid, binding and enforceable, and Seller’s role in securing such I/O Loans was performed in compliance with all applicable Laws. For the twelve (12)-month period ending October 2, 2010, the aggregate liability of the Companies and the Companies’ Subsidiaries under the I/O Loan Guarantees demanded by the lender thereunder (whether paid during such period or currently outstanding) is indicated on Schedule 4.23(b), and to the Knowledge of the Seller, as of the date hereof, no facts or circumstances have occurred or exist that would lead the Seller to reasonably believe that such liability of the Companies and the Companies’ Subsidiaries under such I/O Loan Guarantees will materially increase.

Purchaser and Grupo Bimbo jointly and severally represent and warrant to Seller as of the date hereof (except as to any representations and warranties that specifically relate to an earlier date, and then as of such earlier date) that:

Section 5.1 Organization. Purchaser (a) is a corporation duly organized and validly existing under the Laws of the State of Delaware and (b) has all requisite corporate or other legal entity power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns. Grupo Bimbo (a) is a corporation duly organized and validly existing under the Laws of Mexico, which has been duly recorded in the Public Registry of Commerce of the jurisdiction of its domicile, and (b) has all requisite corporate or other legal entity power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns.

(a) Purchaser, Grupo Bimbo and their Affiliates that are contemplated to be parties to any Ancillary Agreement have the requisite corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements, as applicable. The execution, delivery and performance by Purchaser, Grupo Bimbo and their Affiliates that are contemplated to be parties to any Ancillary Agreement of this Agreement and the Ancillary Agreements have been duly authorized by the board of directors of Purchaser, Grupo Bimbo or their Affiliates, as applicable, and no other corporate action on the part of Purchaser, Grupo Bimbo or their Affiliates that are contemplated to be parties to any Ancillary Agreement is necessary to authorize the execution, delivery and performance by Purchaser, Grupo Bimbo of this Agreement and the Ancillary Agreements or the consummation by Purchaser, Grupo Bimbo and their Affiliates that are contemplated to be parties to any Ancillary Agreement of the Closing and the transactions contemplated thereby.

(b) No vote of the shareholders of Grupo Bimbo is required, including under Mexican Law or Grupo Bimbo’s by-laws (estatutos sociales), for Grupo Bimbo or Purchaser to execute, deliver and perform this Agreement and the Ancillary Agreements.

Section 5.3 Execution; Validity of Agreement. This Agreement and the Ancillary Agreements have been duly executed and delivered by Purchaser and Grupo Bimbo. This Agreement and the Ancillary Agreements constitute a legal, valid and binding obligation of Purchaser and Grupo Bimbo, enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, concurso mercantil, quiebra, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a Proceeding in equity or at Law).

Section 5.4 Consents and Approvals; No Violations. Except for filings required to be made under the HSR Act, none of the execution, delivery or performance of this Agreement and the Ancillary Agreements by Purchaser or Grupo Bimbo or the consummation by Purchaser or Grupo Bimbo of the Closing Transactions will: (a) conflict with or result in any breach of any provision of the estatutos sociales of Grupo Bimbo or the organizational documents of Purchaser; (b) require any Required Governmental Authorization; (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Purchaser or Grupo Bimbo is a party or by which any of them or any of their respective properties or assets may be bound; or (d) violate any Law applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets, excluding from the foregoing clauses (c) and (d) such violations, breaches and defaults that would not, individually or in the aggregate, have a Material Adverse Effect with respect to Purchaser.

(a) Grupo Bimbo has delivered to Seller on or prior to the date hereof a complete and accurate copy of the fully executed Financing Documents, pursuant to which the lenders thereunder have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to Grupo Bimbo (the “Financing”); provided that, for purposes of this Section 5.5(a), the copies of the Financing Documents that have been provided to Seller have been redacted to delete provisions relating to pricing.

(b) The funds that may be drawn under the Financing Documents, together with Grupo Bimbo’s cash on hand, are sufficient to fully fund all of Purchaser’s obligations under this Agreement, including payment of the Purchase Price and payment of all fees and expenses of Purchaser and Grupo Bimbo related to the Closing Transactions. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Documents.

(c) The Financing Documents have been duly authorized, executed and delivered by, and are a legal, valid and binding obligation of, Grupo Bimbo and, to the knowledge of Grupo Bimbo, the lenders thereunder and all other parties thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, concurso mercantil, quiebra or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by Proceedings in equity or at Law). As of the date hereof, the Financing Documents are in full force and effect and have not been terminated or otherwise amended or modified in any respect and no such amendment or modification is contemplated. All commitment and other fees required to be paid pursuant to the Financing Documents on or prior to the date hereof have been paid. As of the date of this Agreement, no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under the Financing Documents. Grupo Bimbo has no reason to believe (other than due to general market conditions that might generally affect a lender’s ability to provide funding (unless market conditions disproportionately impact any of the lenders), which are a matter of public knowledge), after due inquiry, that any of the conditions to funding of the Financing will not to be satisfied on a timely basis, or that the availability of the Financing will be adversely affected, at or before the Closing. Grupo Bimbo acknowledges that it is not a condition to Closing or to any of its or Purchaser’s other obligations under this Agreement that Grupo Bimbo obtain the Financing pursuant to the Financing Documents or from any other source.

Section 5.6 Litigation. None of Purchaser, Grupo Bimbo or any of their respective Affiliates (i) is subject to any outstanding injunctions, judgments, orders or decrees or (ii) is a party or, to the knowledge of Purchaser, threatened to be made a party, to any Proceedings (other than any action, judgment, ruling, order, decree, Proceeding or injunction of any Governmental Entity or brought by any Person or Governmental Entity in respect of or under the HSR Act or any other antitrust or similar competition Law and that relates to this Agreement or any transaction contemplated hereby), in each case relating to this Agreement, the Ancillary Agreements or the Closing Transactions or that would, individually or in the aggregate, either (x) have a Material Adverse Effect with respect to Purchaser or (y) impede or delay in any material respect the consummation of the Closing.

Section 5.7 Brokers or Finders. None of Grupo Bimbo, Purchaser or their respective Affiliates has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Closing Transactions, except Atlas Strategic Advisors, LLC, whose fees and expenses will be paid by Grupo Bimbo in accordance with Grupo Bimbo’s agreement with such firm.

Section 5.8 Qualified Plans. Purchaser represents and warrants, with respect to the Purchaser Pension Plan and the Purchaser 401(k) Plan (as each such term is defined in Section 7.1(g)(i) (Employee Matters) and Section 7.1(f)(i) (Employee Matters), respectively, that each such Plan is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA), is intended to qualify under Section 401 of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification and, to the Knowledge of the Purchaser, nothing has occurred since the date of such letter that has or is reasonably likely to result in disqualification of either such plan.

Seller acknowledges that, except for the representations and warranties contained in this Article V, neither Purchaser nor any other Person acting on behalf of Purchaser, makes any representation or warranty, express or implied.

(a) Except as set forth on Schedule 6.1(a) or as expressly contemplated by this Agreement (including as contemplated by the Reorganization) or as required by Law, Seller covenants and agrees that, between the date of this Agreement and the Closing Date, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), (i) the Business of the Companies and the Companies’ Subsidiaries shall be conducted only in the ordinary course of business in all material respects and (ii) the Companies and the Companies’ Subsidiaries shall use their respective commercially reasonable efforts to preserve intact their business organization and maintain in all material respects their existing relationships and goodwill with customers, distributors, suppliers, labor unions and employees.

(b) Without limiting the generality of Section 6.1(a) and in furtherance thereof, except as set forth on Schedule 6.1(a) or as expressly contemplated by this Agreement (including as contemplated by the Reorganization) or as required by Law, Seller covenants and agrees that between the date of this Agreement and the Closing Date, without the prior consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

(i) neither the Companies nor any Companies’ Subsidiary shall amend its certificate of incorporation or by-laws or similar organizational documents and neither the Companies nor any Companies’ Subsidiary shall (A) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its capital stock, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock (unless such action with respect to a Companies’ Subsidiary does not reduce the Companies’ aggregate direct or indirect ownership of such Companies’ Subsidiary), (B) except with respect to securities of wholly owned Subsidiaries of the Companies, split, combine or reclassify any shares of any class or series of its stock, or (C) except with respect to securities of wholly owned Subsidiaries of the Companies, redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares;

(ii) none of Seller, the Companies, any Companies’ Subsidiary or any Additional Business shall make any material increase in the compensation payable or to become payable to any employees of the Companies, any Companies’ Subsidiary or any Additional Business or any employee that is reasonably likely to become an Affected Employee prior to the Closing Date other than (A) increases in the ordinary course of business consistent with past practice for employees other than the Senior Managers, (B) pursuant to the terms of the Affected Benefit Plans existing on the date hereof or as required by or advisable to comply with Law or the terms of any Collective Bargaining Agreement; provided, however, that (x) Seller may make changes to Benefit Plans that are not Companies Benefit Plans, so long as such changes are not specifically directed at Affected Employees and Seller advises Purchaser regarding such changes in advance, and (y) Seller, the Companies or the Companies’ Subsidiaries may enter into retention agreements with the Senior Managers and other key Affected Employees; provided that the aggregate cost of benefits under such agreements shall not exceed U.S.$5,000,000;

(iii) neither the Companies nor any Companies’ Subsidiary shall acquire any corporation, partnership, limited liability company, other business organization or division thereof by merger or consolidation or any purchase of substantially all of its capital stock or substantially all of its assets (other than inventory) or any real property involving the payment of consideration by the Companies or a Companies’ Subsidiary in such acquisition of U.S.$2,500,000 or more;

(iv) neither the Companies nor any Companies’ Subsidiary shall adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other corporate reorganization of the Companies or any Companies’ Subsidiary;

(v) neither the Companies nor any Companies’ Subsidiary shall change in any material respect any of the accounting methods used by it except as required by applicable GAAP or by applicable Law;

(vi) except as set forth in Schedule 6.1(b)(vi), neither the Companies nor any Companies’ Subsidiary, nor Seller with respect to the Business, shall become legally committed to any new capital expenditure requiring expenditures after the Closing in excess of (A) U.S.$1,000,000, individually or (B) aggregate capital expenditures that are in excess of U.S.$5,000,000 per month;

(vii) neither Seller, the Companies nor any Companies’ Subsidiary shall knowingly subject any of their respective material properties, assets, rights, claims, Contracts and liabilities related exclusively to or used exclusively in the Business, to any Encumbrance (other than Permitted Encumbrances) that would have been required to be set forth in Schedule 4.6(e) or Schedule 4.7(a) if existing on the date of this Agreement;

(viii) neither Seller, the Companies nor any Companies’ Subsidiary shall sell, lease, license or otherwise dispose of any asset that is material to the Business, taken as a whole, except (A) inventory held for sale and all raw materials, packaging and supply materials, finished goods and products and works in process and obsolete or excess equipment sold or disposed of in the ordinary course of business consistent with past practice, (B) leases entered into in the ordinary course of business consistent with past practice with aggregate annual lease payments not in excess of U.S.$250,000 and (C) sales of distribution rights and related assets by Seller, the Companies or a Companies’ Subsidiary in the ordinary course of business consistent with past practice, other than the termination of employee relationships for the purpose of converting company routes into independent operator routes, and in no event in excess of fifteen (15) routes in any given area;

(ix) neither the Companies nor any Companies’ Subsidiary shall enter into any I/O Loan Guarantees other than in the ordinary course of business consistent with past practices; provided that in no event shall I/O Loan Guarantees entered into by Seller, the Companies or the Companies’ Subsidiaries represent obligations, in the aggregate, of more than U.S.$56,600,000;

(x) neither Seller, the Companies nor any Companies’ Subsidiary shall enter into any lease of real property to be included in the properties, assets, rights, claims, Contracts and liabilities of the Companies or the Companies’ Subsidiaries as of the Closing Date, except (A) any renewals of existing Real Property Leases or new leases for comparable locations with lease costs not to exceed those of the expiring Real Property Lease by more than ten percent (10%), in each case, in the ordinary course of business consistent with past practice, provided, however, that such leases are not Material Real Property Leases, and (B) Real Property Leases with annual rental payments not in excess of U.S.$250,000; provided, however, that Seller shall give notice to Purchaser at least ten (10) days prior to any such renewal;

(xi) none of the Companies, any Companies’ Subsidiary or any Additional Business shall make any loans or advances to any Person other than employee travel advances (it being understood and agreed that I/O Loan Guarantees shall not constitute loans or advances by any Company, Companies’ Subsidiary or any Additional Business) and other loans or advances made in the ordinary course of business consistent with past practice;

(xii) neither Seller, with respect to the Business, the Companies nor any Companies’ Subsidiary shall (A) incur or assume any Financial Debt, other than loans made to the Companies or the Companies’ Subsidiaries or in the ordinary course of business consistent with past practice, or (B) make any material advances or capital contributions to, or investments in, any other Person (except to the Companies or any Companies’ Subsidiary or, prior to the Reorganization, any Excluded Subsidiaries);

(xiii) neither the Companies nor any Companies’ Subsidiary shall forgive any loans to employees, officers or directors of the Additional Businesses, the Companies or any Companies’ Subsidiary or any of their respective Affiliates;

(xiv) none of the Companies, any Companies’ Subsidiary or any Additional Business shall (A) enter into any new, or amend, terminate or renew any existing, employment, severance, change in control, consulting or salary continuation agreements or arrangements with

or for the benefit of any of its employees, or grant any new awards to or material increases in the compensation, perquisites or benefits to employees and consultants or (B) accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided to any of its current or former employees, consultants or service providers, or otherwise pay any amounts not due such individual, including with respect to severance, other than (w) increases in the ordinary course of business consistent with past practice, except with respect to Senior Managers, (x) pursuant to the terms of the Benefit Plans existing on the date hereof or as required by or advisable to comply with Law or the terms of any Collective Bargaining Agreement existing on the date hereof and none of Seller, the Companies, any Companies’ Subsidiary or any Additional Business shall take any of the foregoing actions with regard to any employee who is reasonably likely to become an Affected Employee prior to the Closing Date, (y) changes in connection with 2011 annual enrollment; provided that Seller advises Purchaser of such changes prior to December 31, 2010, or (z) modifications set forth in Schedule 4.15(k); provided, however, that Seller, the Companies or the Companies’ Subsidiaries may enter into retention agreements with the Senior Managers and other key Affected Employees; provided that the aggregate cost of benefits under such agreements shall not exceed U.S.$5,000,000;

(xv) neither the Companies nor any Companies’ Subsidiary shall (A) terminate, other than for cause (as reasonably determined by the Companies or the Companies’ Subsidiaries), the employment or service of any Senior Manager or (B) hire any employee at the level of director or above, other than for the purpose of filling existing vacant positions, provided that Seller consults with Purchaser prior to filling any such vacant position;

(xvi) none of Seller, the Companies or any Companies’ Subsidiary shall, in connection with the Reorganization or otherwise, transfer any employee of the Companies or any Companies’ Subsidiary as of the date hereof whose primary employment duties concern servicing, maintaining or supporting the Business to any Affiliate of Seller (other than the Companies or any Companies’ Subsidiary);

(xvii) none of the Companies, any Companies’ Subsidiary or any Additional Business shall make any deposits or contributions of cash or other property to or take any other action to fund or in any other way secure the payment of compensation or benefits under the Affected Benefit Plans or agreements subject to the Affected Benefit Plans or any other plan, agreement, contract or arrangement of the Companies except as otherwise required by the terms of the Affected Benefit Plans, the terms of any applicable Collective Bargaining Agreement or applicable Law;

(xviii) none of Seller, the Companies, any Companies’ Subsidiary or any Additional Business shall take any action that could reasonably be expected to result in a complete withdrawal or partial withdrawal (each as defined under ERISA) from any Companies Multiemployer Plan;

(xix) none of Seller, the Companies, any Companies’ Subsidiary or any Additional Business shall, except as required by Law, (A) enter into negotiations to amend or extend any Collective Bargaining Agreement, any agreement that would, if entered into, be a Collective Bargaining Agreement or any other labor agreement or (B) adopt, amend, increase the benefits under or terminate any Affected Benefit Plan or adopt or enter into any other employee benefit plan or arrangement that would be considered an Affected Benefit Plan if it were in existence on the date of this Agreement, in either case, without prior consultation with Purchaser, except as required by the terms of any Collective Bargaining Agreement;

(xx) neither Seller, with respect to the Business, the Companies nor any Companies’ Subsidiary shall amend any Material Contract in any respect that would adversely affect the use and enjoyment thereof by Purchaser in any material respect, terminate any of the Material Contracts (except with respect to purchase orders in the ordinary course of business consistent with past practice) or materially and intentionally default in the performance of any covenant or obligation thereunder or (except for Material Contracts entered into by Seller or its Affiliates that do not relate solely to the Business) enter into any Contract which, if entered into prior to the date hereof, would have been a Material Contract required to be disclosed pursuant to Section 4.7(a) (Material Contracts), other than in the ordinary course of business consistent with past practice;

(xxi) neither Seller, with respect to the Business, the Companies nor any Companies’ Subsidiary shall amend existing pricing, purchasing, sales, leasing, marketing and promotional practices and operations with respect to products sold in connection with the Business other than in the ordinary course of business consistent with past practice;

(xxii) neither the Companies nor any Companies’ Subsidiary shall enter into any material line of business or offer any services other than those in which the Companies and the Companies’ Subsidiaries are engaged or provide as of the date of execution of this Agreement;

(xxiii) neither Seller, with respect to the Business, the Companies nor any Companies’ Subsidiary shall settle or compromise any pending or threatened Proceeding (A) in respect of a reclassification of an I/O Distributor, (B) with executory terms that would be required to be fulfilled after the Closing by the Companies or a Companies’ Subsidiary to another party, or (C) for consideration payable by or to the Companies or any of the Companies’ Subsidiaries either (x) in excess of U.S.$100,000 (exclusive of any amounts, if any, actually received and/or reasonably likely to be received from insurance carriers) or (y) less than U.S.$100,000 if the non-monetary aspects of such settlement or compromise could reasonably be likely to have any adverse impact on the operations of the Companies and the Companies’ Subsidiaries, taken as a whole;

(xxiv) none of Seller, the Companies or the Companies’ Subsidiaries or their respective Affiliates shall license, grant any rights to or transfer any of the Companies Intellectual Property, other than grants of non-exclusive licenses pursuant to Licenses entered into in the ordinary course of business consistent with past practice;

(xxv) none of Seller, the Companies or the Companies’ Subsidiaries or their respective Affiliates shall abandon, cancel, let lapse, fail to renew, fail to continue to prosecute, protect, defend, or otherwise dispose of any Companies Intellectual Property;

(xxvi) neither the Companies nor any Companies’ Subsidiary shall directly or indirectly (A) make, change, or rescind a material express or deemed election relating to Taxes, (B) settle or compromise any material claim, action, suit, litigation, audit, or controversy relating to Taxes, (C) surrender any right or claim to a refund of material Taxes, (D) amend any material Tax Return, (E) enter into any closing agreements with respect to a material amount of Taxes, or (F) engage in any transaction, except (x) as contemplated by this Agreement or (y) in the ordinary course of business, that could reasonably be expected to reduce the tax basis of any depreciable or amortizable asset owned by the Companies or any Companies’ Subsidiary immediately following the Closing; provided that, to the extent such Tax elections, claims, Tax Returns, closing agreements, and transactions described in (A) through (F) relate to a business that is not the Business or the Additional Businesses, Seller may take any such actions to the extent that such actions could not reasonably be expected to adversely affect the Companies or any Companies’ Subsidiary following the Closing Date;

(xxvii) none of Seller (with respect to the Business), the Companies or any Companies’ Subsidiary shall: (A) enter into (1) any purchase or hedging agreement for any Ingredient having a term that is reasonably expected to expire more than seven (7) months after Closing or (2) any purchase or hedging agreement for any Energy Commodity having a term that is reasonably expected to expire more than twelve (12) months after Closing; or (B) except in the ordinary course of business, allow its committed supply of Ingredients to drop below an amount reasonably expected to be sufficient to meet the need of the Business for a period of at least four (4) months after the Closing;

(xxviii) during the period beginning on the date hereof and ending on the Closing Date, Seller and its Affiliates shall continue to administer its workers compensation program with respect to Affected Employees and Former Seller Employees in the ordinary course of business, consistent with past practice and shall not make any material changes to such program without the prior consent of Purchaser; and

(xxix) neither the Companies nor any of the Companies’ Subsidiaries shall enter into any Contract to do any of the foregoing.

Notwithstanding anything to the contrary contained herein, nothing shall prohibit Seller from time to time (i) sweeping cash from the accounts of the Companies, the Companies’ Subsidiaries, or, prior to the Reorganization, any Excluded Subsidiaries, including making any distributions or dividends in furtherance thereof, and retaining such cash for their own account or the account of any of their Affiliates or (ii) paying, pre-paying, reducing or otherwise discharging any Financial Debt of the Companies, the Companies’ Subsidiaries, or, prior to the Reorganization, any Excluded Subsidiaries, up until the completion of the Closing.

(a) Subject to the terms and conditions of this Agreement, applicable Law and the terms of the Confidentiality Agreement, Seller shall cause the Companies prior to the Closing to (i) give Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to all Collective Bargaining Agreements, all distribution Contracts, including those entered into between the Companies and I/O Distributors, documentation surrounding pending litigation, books, records, personnel and personnel records, officers and other facilities and properties of the Companies and the Companies’ Subsidiaries (for purposes of coordinating post-Closing transfer of such items, transition planning and other matters), (ii) permit Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as Purchaser may reasonably request, and (iii) cause the officers of the Companies and the Companies’ Subsidiaries to furnish Purchaser with such unaudited financial and operating data and other information that relates to the business and properties of the Business as is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser’s expense, at a reasonable time, under the supervision of Seller’s or the Companies’ personnel, shall not include sampling of building materials or environmental media without the prior written consent of Seller and shall be conducted in such a manner as to maintain the confidentiality of this Agreement and the Closing Transactions and not to interfere with the normal operations of the business of Seller or the Companies. The Parties shall take all actions necessary to permit access by Purchaser and its representatives under this Section 6.2(a) unless such access would reasonably be expected to result in (A)

disclosure of competitively sensitive information to Purchaser or any of its representatives in a manner that would reasonably be expected to result in competitive harm to Seller or any of its Affiliates if the Closing were not to occur, (B) the disclosure of any trade secrets of third parties or a violation of any of the obligations of the Companies or the Companies’ Affiliates with respect to confidentiality (provided that the Seller shall use its reasonable efforts (which shall not require the payment of any money or the incurrence of any Liability) to obtain the consent of such third party to such inspection or disclosure), or (C) the loss of attorney-client privilege with respect to such information (provided that Seller will limit access to the minimum extent required to maintain such privilege). By way of example and not limitation, Seller and its Affiliates shall provide access to Collective Bargaining Agreements, distribution Contracts, including those entered into between the Companies and I/O Distributors, and I/O Distributor and other wage/hour litigation to the fullest extent possible and, if access to such documents is required to be limited pursuant to the immediately preceding sentence, Seller and its Affiliates shall used their reasonable best efforts to limit such access to the least extent possible to comply the immediately preceding sentence.

(b) The Confidentiality Agreement shall be binding on the Parties and in full force and effect until the Closing, at which time it shall terminate only with respect to information relating solely to the Companies and the Companies’ Subsidiaries. The information contained herein, in the Schedules or delivered to Purchaser or its authorized representatives pursuant hereto and the terms and existence of this Agreement and the status of the Closing Transactions shall be deemed to be Proprietary Information (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms, notwithstanding such termination.

(c) With respect to the representations made by Seller in Section 4.15 (Employee Benefit Plans) as of the date hereof, in the event that Seller obtains Knowledge of facts and circumstances that arise after the date hereof and prior to the Closing, which would cause one or more of Seller’s representations to be materially inaccurate if made as of the Closing Date, Seller shall, or shall cause the Companies or the Companies’ Subsidiaries, to use commercially reasonable efforts to provide Purchaser with information regarding such change in facts and circumstances. For the avoidance of doubt, the breach of, or noncompliance with, the covenants and obligations set forth in this Section 6.2(c) shall not be considered (i) for purposes of determining whether the condition set forth in Section 9.2(a) (Additional Conditions to Obligations of Purchaser to Effect the Closing) shall have been satisfied or (ii) for purposes of Section 11.2(a) (Indemnification by Seller).

(a) Purchaser and Grupo Bimbo shall use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Entities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, (ii) cooperate fully with Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Entity as such Governmental Entity may reasonably request in connection herewith. Each Party agrees to make as soon as practicable, but no later than twenty (20) days following the date hereof, its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Party agrees to make as soon as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition or trade regulation Law. Purchaser shall pay all fees or make other payments to any Governmental Entity in order to obtain any such authorizations, consents, orders or approvals.

(b) Without limiting the generality of Purchaser’s undertaking pursuant to Section 6.3(a), Purchaser agrees to use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Entity or any other Person so as to enable the Parties to close the transactions contemplated hereby as promptly as practicable (it being understood that the reference to “as promptly as practicable” shall not prejudice Purchaser in negotiating or completing any potential required Divestiture Action) after taking into account any potential required Divestiture Action, if any, and in any event prior to the Termination Date, including (i) after consultation with and good faith efforts to reach agreement with Seller, proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, license, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto (a “Divestiture Action”), and (ii) entering into such other arrangements, including arrangements involving a conduct remedy, as are necessary or advisable in order to avoid the entry of any injunction, temporary restraining order or other order in any suit or proceeding, in each case, which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby or of delaying such consummation until after the Termination Date, so long as such Divestiture Actions and other arrangements are commercially reasonable steps in the aggregate. In addition, Purchaser, Grupo Bimbo and Seller shall defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of Purchaser or Grupo Bimbo to use its reasonable best efforts to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date.

(c) Neither Purchaser, Grupo Bimbo nor Seller shall (and shall not permit any of their Affiliates to) enter into any transaction, or any agreement to effect any transaction involving any merger or acquisition of shares or assets that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby, or (iii) obtain all authorizations, consents, orders and approvals of Governmental Entities necessary for the consummation of the transactions contemplated by this Agreement.

(d) In addition, with respect to matters not otherwise covered by Section 6.3(b), each of Purchaser and Seller shall, subject to the conditions and upon the terms of this Agreement, use commercially reasonable efforts to take, or cause to be taken, all actions necessary to carry out the intent and purposes of this Agreement and to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.

(e) From the date of this Agreement until the Closing, Seller shall as promptly as reasonably practicable after becoming aware thereof notify Purchaser in writing of: (i) any 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) any Proceeding commenced or, to the Knowledge of Seller, threatened against, relating to or involving or otherwise affecting Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 (Litigation) or that relates to the consummation of the transactions contemplated by this Agreement.

(f) Purchaser’s receipt of information pursuant to this Section 6.3 shall not operate as a waiver or otherwise affect any right of Purchaser under this Agreement, including pursuant to Article IX (Conditions), Article X (Termination) and Article XI (Indemnification), or any representation, warranty or agreement of Seller in this Agreement and shall not be deemed to amend or supplement the Schedules.

Section 6.4 Publicity. From the date hereof through the Closing Date, no public release, announcement or disclosure concerning the Closing Transactions shall be issued by any Party without the prior consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 6.4 shall prevent (i) any release, announcement or disclosure required by Law or the rules or regulations of any U.S., Mexican or foreign securities exchange, in which case the Party required to make the release, announcement or disclosure shall, to the extent practicable, allow the other Parties reasonable time to comment on such release, announcement or disclosure in advance of such issuance, or (ii) any enforcement of rights hereunder. This Section 6.4 shall not limit the applicability of the Confidentiality Agreement.

(a) The Parties acknowledge that the consent, approval or permission of certain Governmental Entities and other Persons listed in Schedule 3.4 may be required as a result of the transactions contemplated by this Agreement and the Ancillary Agreements. The Parties acknowledge that the receipt of such consents, approvals or permissions is not a condition to Closing. To the extent that any of the Contracts or other assets are not saleable, transferable or assignable without the consent of a third party, neither this Agreement, the Ancillary Agreements nor any of the instruments or documents executed and delivered in connection herewith or therewith, shall constitute a sale, transfer or assignment thereof if such sale, transfer or assignment or attempted sale, transfer or assignment could constitute a breach, violation or default thereof or could result in the termination of or accelerate the performance required by or result in the right of termination or acceleration thereunder or could result in the creation of an Encumbrance (other than Permitted Encumbrances) on any such Contract. The Parties also agree that, although each of the Parties hereby agrees to use reasonable best efforts to obtain such consents prior to Closing and the Parties hereby agree to cooperate with each other in attempting to obtain all such consents, any failure to obtain any consent by Seller for any reason in and of itself whatsoever shall not constitute a breach of this Agreement and except as provided in Section 6.3 or any Ancillary Agreement, no Party shall be required to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case, financial or otherwise) to any third party (including any Governmental Entity) to obtain such consents, approvals or permissions.

(b) If one or more consents are not obtained prior to or on the Closing Date and the Closing is consummated, unless the Parties otherwise agree in writing, during the six (6) month period after the Closing, Seller agrees to use reasonable best efforts after Closing to assist Purchaser in obtaining any such consent; provided, however, that no Party shall be required to pay money to any third party (including any Governmental Entity), commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case, financial or otherwise) to any third party (including any Governmental Entity). The Parties shall use reasonable best efforts to allow Purchaser, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of the Parties, to enjoy the economic and other benefits, and to have the economic and other burdens, of the subject matter of the Contract as if such consent had been obtained; provided, however, that (i) Purchaser shall reimburse Seller for any reasonable and documented out of pocket expenses incurred in connection with any such arrangement and (ii) Seller has no obligation to engage in the Business after the Closing. Once a consent for the sale, transfer or assignment of a Contract retained at the Closing is obtained, Seller shall promptly convey, transfer and assign such Contract to Purchaser, and Purchaser shall assume such Contract in accordance with the terms of this Agreement.

(a) The Parties agree that, prior to the Closing Date, they will negotiate in good faith the Transition Plan (as defined in the Seller Transition Services Agreement) that is to be attached as Annex B to the Seller Transition Services Agreement.

(b) Prior to the Closing Date, Seller and Purchaser hereby agree to negotiate in good faith the terms of a sublease (the “Occupancy Agreement”) with respect to the property located at 3500 Lacey Road, Downers Grove, IL 60515 (the “HQ Premises”) for the period of time from the Closing Date through March 31, 2012, such Occupancy Agreement to be entered into as of the Closing Date. The Occupancy Agreement shall be in respect of the fourth floor of the HQ Premises. Rent payable in respect of the Occupancy Agreement shall equal $158,333.33 per month. Seller hereby agrees to cooperate in good faith to obtain the consent to the Occupancy Agreement, if necessary, of the landlord under the lease for the HQ Premises at Seller’s sole cost and expense.

(a) Notwithstanding anything herein to the contrary, during the period from the date hereof through the Closing Date, Seller and its Affiliates shall be permitted to manage all Intercompany Accounts between the Companies or any Companies’ Subsidiary, on the one hand, and Seller or any of its Affiliates (excluding the Companies and the Companies’ Subsidiaries), on the other hand, in the sole discretion of Seller, provided that Seller causes, in a manner in their sole discretion, for all such accounts to be entirely cancelled effective prior to or as of the Closing. In addition, except as otherwise expressly contemplated in the previous sentence, elsewhere in this Agreement or as set forth on Schedule 6.7, Seller shall cause all agreements and commitments, whether written, oral or otherwise, which are solely between the Companies or any Companies’ Subsidiary, on the one hand, and Seller or any of its Affiliates (excluding the Companies and the Companies’ Subsidiaries), on the other hand, to be terminated and of no further effect, prior to or as of the Closing.

(b) On or prior to the Closing, Seller shall, or shall cause Earthgrains Baking Companies, Inc., to, repay or otherwise terminate all intercompany debt owed by Earthgrains Baking Companies, Inc. to EGR Resources, Inc.

(a) The Reorganization as set forth in Exhibit A shall (alone or in connection with any other transaction): (i) be carried out As Agreed; (ii) not result in the incurrence of any cost or other Liability to the Companies that is not paid for or reimbursed by Seller, other than Liabilities existing as of the date of such Reorganization that are to be assumed by the Companies in accordance with the terms and conditions of this Agreement; (iii) not result in the giving of any warranties or indemnification by the Companies or the Companies’ Subsidiaries; (iv) not violate any Law (including as a result of not obtaining any required permit) or require any Permit that could not reasonably be expected to be received by the Closing; (v) not result in the transfer of any employee of the Companies that was an employee of the Companies as of the date hereof; (vi) not violate any anti-assignment or change in control provision in any Contract that would reasonably be expected to result in a Material Adverse Effect with respect to the Companies; (vii) not result in any Person, other than Seller, owning the capital stock of the Companies or a Companies’ Subsidiary; (viii) not result in any change in any tax or accounting methodology or election with respect to the Companies; or (ix) not otherwise materially and adversely impact the operation of the Business after giving effect to the Closing.

(b) Except as provided in Section 7.1(r) (Employee Matters), Purchaser and Seller agree that during the period between the date hereof and Closing, they shall evaluate whether there are any of the employees of Seller or any Affiliate of Seller (other than any Company or Company Subsidiary) who are not Affected Employees but whose primary employment duties concern servicing, maintaining or supporting the Business as conducted on the date hereof. To effectuate such evaluation, within thirty (30) days following the date of this Agreement, Seller shall provide Purchaser with a list of the employees described in the preceding sentence. If Purchaser and Seller mutually agree that any such employee will be an Affected Employee, then, effective as of the Closing Date, Purchaser shall offer employment to such individual (if such individual is still employed by Seller and its Affiliates) and such individual shall be deemed to be an Affected Employee. Purchaser shall have no liability related to the resignation or termination of employment (including for severance benefits, if applicable) of any such employee to whom an offer of employment is made, or is not made, pursuant to this Section 6.8(b), and Seller shall indemnify and hold harmless Purchaser, the Companies and the Companies’ Subsidiaries from any liability in respect thereof.

Section 6.9 Bank Accounts. Seller shall provide Purchaser with a complete list of each of the bank accounts of the Companies and the Companies’ Subsidiaries and the authorized signatories for each such account as soon as reasonably practicable before the Closing Date. The Parties shall reasonably cooperate in connection with the replacement or supplementation of such signatories effective as of the Closing. The Parties shall reasonably cooperate to separate the bank accounts, lock boxes and other cash management arrangements of the Companies and the Companies’ Subsidiaries from the bank accounts, lock boxes and other cash management arrangements of Seller and its Affiliates (other than the Companies and Companies’ Subsidiaries).

(a) Purchaser, at its own discretion and sole expense, may order preliminary title reports from a nationally recognized title company (the “Title Companies”) with respect to any of the real property described on Schedule 4.6(a) or any Seller Owned Property (the property covered by such reports being referred to herein as the “Titled Property”). Seller, the Companies and the Companies’ Subsidiaries shall use commercially reasonable efforts in cooperating with Purchaser and the Title Companies in connection with the compilation, review and examination of title to the Titled Property and in connection with Purchaser’s efforts to obtain title insurance policies pursuant thereto on behalf of itself and/or its lender, including, by the Companies and the Companies’ Subsidiaries providing customary affidavits and indemnities, substantially similar to the form attached hereto as Exhibit J, as are reasonably required by the Title Companies for the deletion of any standard or printed exceptions, in any title insurance policies issued pursuant thereto, that are customarily deleted by virtue of a seller delivering such instruments in commercial real estate transactions in the state or province in which the Titled Property, which is the subject of such a title insurance policy, is located (provided that such affidavits shall be based on the actual knowledge of the signatory and delivered on the Closing Date). Such cooperation by Seller, the Companies and the Companies’ Subsidiaries shall include providing Purchaser and the Title Companies copies of, with respect to Titled Property, reasonably requested existing surveys, maps, GIS reports (including GIS-based compartment maps), aerial photographs, existing title reports and title insurance policies and true and complete copies of the encumbrance documents identified therein, to the extent the same are in the possession of Seller, the Companies or any of the Companies’ Subsidiaries and to the extent the same are not publicly available; provided, that delivery of such items shall be subject to any confidentiality restrictions set forth herein and in the Confidentiality Agreement, and that Seller may redact from such materials any confidential or proprietary information. Purchaser shall reimburse Seller and its Affiliates for any out-of-pocket expenses incurred by any of them in connection with this Section 6.10.

(b) Seller shall, not less than five (5) Business Days prior to the Closing Date, (i) convey to one of the Companies all of Seller’s right, title and interest in, to and under (A) the Vernon Plant, (B) the Wisconsin Plant, (C) the Nashville Plant, (D) the South Sioux City Plant, and (E) all other Seller Owned Property, without, in each case, encumbering such property with any additional liens other than Permitted Encumbrances, to one of the Companies pursuant to quitclaim deeds (or local equivalent) acceptable to Purchaser in its reasonable discretion, (ii) subject to obtaining any applicable consents or approvals with respect thereto, effect an assignment of all of Seller’s right, title and interest under or relating to each of the Assigned Leases, except the Paramount Lease and Vernon Lease which shall be assigned pursuant to clause (iii) to one of the Companies pursuant to documentation acceptable to Purchaser in its reasonable discretion and (iii) subject to obtaining any applicable consents or approvals with respect thereto, effect an assignment of all of Seller’s right, title and interest under or relating to the Paramount Lease and the Vernon Lease to Earthgrains Baking Companies, Inc. pursuant to documentation acceptable to Purchaser in its reasonable discretion.

(a) Notwithstanding the delivery of quitclaim deeds pursuant to clause (b) of this Section 6.10, Seller, the Companies and the Companies’ Subsidiaries agree that (i) the representations and warranties made pursuant to Section 4.6 (Property) shall survive the Closing for the period specified in Section 11.1(a) (Indemnification by Seller) and (ii) such representations and warranties contained therein shall not be deemed to merge into such quitclaim deeds as of the Closing Date.

(a) Grupo Bimbo shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or appropriate to maintain the Financing on the terms and subject to the conditions set forth in the Financing Documents, including reasonable best efforts to (1) maintain in effect the Financing Documents at all times prior to the close of business on the Termination Date, (2) satisfy on a timely basis all terms and conditions that are within Grupo Bimbo’s control to obtain the Financing (including the payment of any and all fees and expenses required to be paid pursuant to the Financing Documents), (3) consummate the Financing at or prior to the Closing and (4) enforce its rights under the Financing Documents.

(b) Grupo Bimbo shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, the Financing Documents without Seller’s prior written consent, except for any amendments, supplements and modifications that, individually and in the aggregate, would not reasonably be expected to adversely affect or delay the availability of the Financing. In the event of any amendment, supplement or modification of, or waiver of any rights under, the Financing Documents in accordance with this Section 6.11(b), Grupo Bimbo shall provide a copy thereof to Seller promptly, and in any event within three (3) Business Days, and references in this Agreement to the term “Financing Documents” shall be deemed to refer to the Financing Documents as so amended, supplemented or modified; provided that Grupo Bimbo may redact from Financing Documents the pricing terms and any other provisions thereof to the extent they relate to the period after the Closing to the extent necessary to meet the confidentiality obligations of Grupo Bimbo.

(c) In the event the Financing Documents are terminated for any reason, Grupo Bimbo shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, but in any event prior to the Termination Date, alternative financing (the “Alternative Financing”) in an amount sufficient to fully fund, taking into account Grupo Bimbo’s cash on hand, all of Grupo Bimbo’s obligations under this Agreement, including payment of the Total Purchase Price and

payment of all fees and expenses of Grupo Bimbo related to the Closing Transactions. In the event an Alternative Financing is obtained, references in this Agreement to the “Financing” and the “Financing Documents” shall be deemed to refer to the Financing, if applicable, and the Alternative Financing. Grupo Bimbo shall promptly provide written notice to Seller in the event that, at any time on or after the date hereof and prior to the Closing, (i) there exists any material breach by Grupo Bimbo or its Affiliates of or event of default under the Financing Documents, (ii) Grupo Bimbo and its Affiliates cease to have availability of at least U.S.$925,000,000 under the Financing Documents or otherwise would be unable to borrow at least such amount thereunder, or (iii) Purchaser and its Affiliates would be unable to satisfy all applicable conditions to borrowing under the Financing Documents.

(d) On or prior to the Closing Date, Grupo Bimbo will or will cause an Affiliate of Grupo Bimbo to provide Purchaser with, or ensure Purchaser will have, the funds sufficient to pay the Closing Date Purchase Price.

Section 6.12 Shared Contracts. The Parties acknowledge that certain Sara Lee Entities are parties to certain Contracts that relate to the operations or conduct of the business of one or more of the Sara Lee Entities and the Business, but will remain with the applicable Sara Lee Entities after the Closing. In the case of those Contracts set forth on Schedule 6.12 (the “Shared Contracts”), the Parties shall cooperate with each other and use their respective reasonable best efforts to (i) obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as of the Closing Date pursuant to which a Company or a Companies’ Subsidiary, as applicable, will receive substantially the same goods and services provided by the Shared Contract to a Company or a Companies’ Subsidiary, as applicable, prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release Seller and its applicable Affiliates (other than the Companies and the Companies’ Subsidiaries) from any applicable minimum quantity or other commitments to the extent such commitments become the obligation of a Company or Companies’ Subsidiary under the Replacement Contract and (ii) to the extent a Company or a Companies’ Subsidiary is a party to a Shared Contract, obtain the release of the counterparty of a Company or a Companies’ Subsidiary, as applicable, from obligations arising after the Closing Date under the Shared Contract effective as of the Closing Date. If one or more Replacement Contracts are not obtained prior to or on the Closing Date, unless the Parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the Parties shall use their respective reasonable best efforts to allow the Companies or a Companies’ Subsidiary, as applicable, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, to receive substantially the same goods and services of the subject matter of the Shared Contract received prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) Purchaser shall reimburse Seller for any reasonable and documented out of pocket expenses incurred in connection with any such arrangement and (ii) Seller has no obligation to engage in the Business after the Closing. For the avoidance of doubt, in no event shall any Replacement Contract impose any obligations or liability on Seller or its Affiliates after the Closing.

Section 6.13 Distribution Arrangements. On or prior to the Closing, Seller shall, or shall cause, all of the Franchise Agreements and the associated loan documentation to be delivered to such location as shall be notified in writing by Purchaser.

(a) Purchaser and Seller shall use their respective reasonable best efforts to (i) cause Purchaser or an Affiliate thereof to be substituted for Seller and its Affiliates in those guarantees, letters of comfort, indemnities or similar arrangements entered into by Seller or any of its Affiliates (other than

the Companies and the Companies’ Subsidiaries) in respect of the Business listed on Schedule 6.14 (collectively, the “Business Guaranties”) and (ii) cause Seller and its Affiliates (other than the Companies and the Companies’ Subsidiaries) to be fully released, in each case, effective as promptly as practicable, in respect of all obligations of Seller and any Affiliate thereof under all Business Guaranties. If Purchaser is unable to effect such a substitution and release with respect to any Business Guaranty after using reasonable efforts to do so, Purchaser shall indemnify the Seller Indemnified Parties from any Losses arising from such Business Guaranty.

(b) Purchaser and Seller shall use their respective reasonable best efforts to (i) cause Seller or an Affiliate thereof to be substituted for the Companies and the Companies’ Subsidiaries in those guarantees, letters of comfort, indemnities or similar arrangements entered into by the Companies and the Companies’ Subsidiaries in respect of the Excluded Operations (collectively, the “Excluded Operations Guaranties”) and (ii) be fully released, in each case, effective as promptly as practicable, in respect of all obligations of the Companies or the Companies’ Subsidiaries under all Excluded Operations Guaranties. If Seller is unable to effect such a substitution and release with respect to any Excluded Operations Guaranty after using reasonable efforts to do so, Seller shall indemnify the Purchaser Indemnified Parties from any Losses arising from such Excluded Operations Guaranty.

Section 6.15 Insurance Matters. During the period from the date hereof through the Closing Date, none of the Seller, the Companies, the Companies’ Subsidiaries or any of their respective Affiliates shall make any changes or amendments to the Insurance Policies, other than any changes or amendments made in the ordinary course of business consistent with past practice. Seller shall take all necessary actions to (i) maintain coverage for the Business under each of the Insurance Policies in amounts in all material respects consistent with the amounts held as of the date hereof and (ii) renew or replace such Insurance Policies in the event of their expiration prior to the Closing Date; provided that any renewals, replacements or amendments shall be made on terms in all material respects consistent with the terms of the Insurance Policies.

Section 6.16 Additional Businesses. Subject to obtaining any necessary consents or approvals of third parties, prior to the Closing, Seller shall or shall cause its Affiliates to assign, transfer or convey to a Company or a Companies’ Subsidiary all rights, title and interest in assets, rights or properties that properly constitute assets of the Additional Businesses but are not included in the Companies or the Companies’ Subsidiaries as of the date hereof. With respect to any Contract related to the Additional Businesses, Seller and its Affiliates shall comply with their respective obligations under Section 6.5 (Third Party Consents) regarding any necessary consents or approvals required for Seller and its Affiliates to assign, transfer or convey such Contracts to Companies or Companies’ Subsidiaries.

Section 6.17 Pre-Closing Deliverables. Prior to the Closing, Seller shall deliver to Purchaser Schedule 6.17, which shall set forth an initial list of the individuals who, to the Knowledge of Seller, are Former Seller Employees as of the Closing Date.

Section 6.18 Stop Loss Insurance. Prior to the Closing Date, Seller agrees to use commercially reasonable efforts to shop for, and to the extent available, assist Purchaser in securing stop loss insurance coverage effective as of the Closing Date on Purchaser’s behalf to cover the self-insured welfare plans established by Purchaser effective as of the Closing Date pursuant to the Seller Transition Services Agreement. Purchaser shall be responsible for all of the costs associated with Seller’s efforts pursuant to the preceding sentence, and the stop loss insurance itself.

Section 6.19 Payment of Costs Relating to Newco A and Newco B. Purchaser shall be responsible for (a) 50% of all of the actual out-of-pocket costs incurred by Seller and its Affiliates in connection with forming Newco A (including filing fees and expedited fees, if any, payable to the

Secretary of State of Delaware, service fees related to such filing payable to any applicable service agency and fees payable to such service agency for a one (1)-year appointment as registered agent), contributing any Trademarks to Newco A and registering the transfer of such Trademarks, and (b) 100% of all of the actual out-of-pocket costs incurred by Seller and its Affiliates in connection with forming Newco B (including filing fees and expedited fees, if any, payable to the Secretary of State of Delaware, service fees related to such filing payable to any applicable service agency and fees payable to such service agency for a one (1)-year appointment as registered agent), contributing any Trademarks to Newco B and registering the transfer of such Trademarks. Purchaser shall reimburse Seller and its Affiliates for such costs no later than five (5) Business Days after receipt from Seller or any of its Affiliates of an invoice for any of such costs, together with reasonably detailed supporting documentation with respect to such costs.

Section 6.20 Transferred GIS Employees. Prior to the Closing, Seller shall transfer the employment of the employees whose positions are listed on Schedule 6.20 (the “Transferred GIS Employees”) to the Companies or Companies’ Subsidiaries, in which case, for the avoidance of doubt, such employees shall be Affected Employees. Purchaser shall indemnify and hold harmless Seller and its Affiliates for co-employment Liabilities incurred by Seller or any of its Affiliates related to the Transferred GIS Employees for the period beginning on the Closing Date and ending, with respect to each Transferred GIS Employee, on the earliest to occur of (i) the date on which the “FSS/GIS Service Period” (as such term is defined in the Seller Transition Services Agreement) ends, (ii) the date Seller no longer needs the services of such Transferred GIS Employee, or (iii) such date as is agreed upon by the Parties.

(a) From and after the Closing, Purchaser shall comply with, or shall cause the Companies and the Companies’ Subsidiaries to comply with, in accordance with their terms, the Affected Benefit Plans (or, in the case of a Seller Benefit Plan, the portion thereof transferred pursuant to this Section 7.1) and assume, or shall cause the Companies and the Companies’ Subsidiaries to assume, all of the Seller’s, Companies’ and the Companies’ Subsidiaries’ Liabilities that are attributable to the contributions or contribution histories assumed by the Purchaser with respect to Affected Employees and Former Seller Employees relating to the Companies Multiemployer Plans and Companies Multiemployer Welfare Benefit Plans, regardless of when any such Liability arises or is incurred. Notwithstanding the foregoing or any other provision of this Agreement, the terms and conditions of employment, including compensation and benefits, applicable to any Affected Employee who is covered by a Collective Bargaining Agreement shall be governed by the terms of the applicable Collective Bargaining Agreement and/or the federal labor Law. Purchaser shall be responsible for causing the Companies and the Companies’ Subsidiaries to satisfy all Liabilities related to Affected Employees, Former Seller Employees, Affected Benefit Plans (with respect to the portion thereof transferred pursuant to this Section 7.1), and Companies Multiemployer Welfare Benefit Plans, whether such Liabilities relate to periods prior to, on or after the Closing Date. With respect to each Companies Multiemployer Plan and each other Multiemployer Plan to which contributions are required to be made under a Collective Bargaining Agreement identified on Schedule 4.20(a)(i), as well as any other Collective Bargaining Agreement or predecessor collective bargaining agreement attributable to the Business: (1) Purchaser agrees that it shall be allocated the contribution histories with respect to (A) Affected Employees and Former Seller Employees of the Companies, each Companies Subsidiary, and the Seller relating to the Business, and (B) any other individual who performed services for the Companies, a Companies’ Subsidiary or the Seller relating to the Business if for the period during which such individual performed services for the Companies, a Companies’ Subsidiary or the Seller relating to the Business, contributions are or were

required to be made with respect to a Companies Multiemployer Plan or other Multiemployer Plan to which contributions are or were required to be made under a Collective Bargaining Agreement identified on Schedule 4.20(a)(i), or any other Collective Bargaining Agreement or predecessor collective bargaining agreement attributable to the Business; and (2) Purchaser covenants that the obligation to contribute the contributions required to be made to any such Multiemployer Plan shall be continued without interruption in the manner required under Section 4218 of ERISA to prevent the occurrence of a “withdrawal” by reason of the transactions contemplated under this Agreement. Subject to the foregoing, nothing in this Section 7.1, expressed or implied, shall be construed to prevent the Purchaser from terminating or modifying to any extent or in any respect, any Affected Benefit Plans (subject to the terms thereof) or any other benefit plan that the Purchaser may establish or maintain.

(b) Except as otherwise required by applicable Law or pursuant to the terms of a Collective Bargaining Agreement, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, Purchaser shall, and shall cause the Companies, the Companies’ Subsidiaries and their respective Affiliates to, provide each Affected Employee with at least the same salary and wages as were provided by Seller or any of its Affiliates to such employee immediately prior to the Closing Date. Except as required by Law or pursuant to the terms of a Collective Bargaining Agreement or as expressly set forth in this Section 7.1, nothing in this Section 7.1 shall require Purchaser to provide Affected Employees with any employee benefits or compensation at a particular level or of a particular type on and after the Closing Date.

(c) Notwithstanding anything to the contrary in this Agreement, to the extent that any Affected Employee is entitled to any severance, termination or similar payment, benefit or other obligation under any Benefit Plan or otherwise as a result of the Closing Transactions or the Reorganization, Seller shall be responsible for all such payments and benefits and shall indemnify and hold harmless Purchaser, the Companies and the Companies’ Subsidiaries from any Liability in respect thereof. Except as provided in the preceding sentence, Purchaser, the Companies, Companies’ Subsidiaries and their respective Affiliates shall be responsible, if applicable, for severance pay and obligations payable to any Affected Employee whose employment is terminated by Purchaser, the Companies, or any Companies’ Subsidiary on or after the Closing Date; provided that for the period beginning on the Closing Date and ending on the later to occur of (i) the six (6)-month anniversary of the Closing Date, or (ii) December 31, 2011, Purchaser shall, and shall cause the Companies, the Companies’ Subsidiaries and their respective Affiliates to provide to each such Affected Employee severance benefits that are no less favorable than those for which they are eligible under the applicable Seller severance plan (pursuant to the terms of such severance plan as in effect on the date hereof and disclosed to Purchaser on or prior to the date hereof) in which they are eligible to participate as of the date hereof. Purchaser shall be responsible for all such payments and benefits and shall indemnify and hold harmless Seller from any Liability in respect thereof.

(d) Seller will have taken all such action prior to the Closing Date as may be required to cause the Affected Employees and Former Seller Employees to cease their participation in, and accrual of benefits under, all Benefit Plans that are not Companies Benefit Plans (each such plan, a “Seller Plan”) as of the Closing Date. On and after the Closing Date, Purchaser shall, and shall cause the Companies, the Companies’ Subsidiaries and their respective Affiliates to, give each Affected Employee full credit for service with the Seller, the Companies and the Companies’ Subsidiaries prior to the Closing Date for purposes of eligibility to participate, vesting, retirement eligibility, seniority, level of benefits, and benefit accrual (but not for purposes of benefit accruals under a defined benefit plan) under any employee benefit plans, programs, policies or arrangements maintained by Purchaser or any of its Affiliates in which Affected Employees are eligible to participate (the “Purchaser Plans”) on or after the Closing Date to the same extent recognized by Seller, the Companies, the Companies Subsidiaries and their respective Affiliates immediately prior to the Closing Date; provided that in no event shall such

service recognition result in any duplication of benefits; and provided, further, that for purposes of past service credit under the Purchaser Pension Plan (as defined in Section 7.1(g)(i) below) with respect to the Transferred Benefits (as defined in Section 7.1(g)(i) below), recognition of such past service credit shall be contingent upon receipt by the Purchaser Pension Plan of the Transfer Value (as defined in Section 7.1(g)(ii) below).

(i) Seller shall retain the responsibility for payment of all covered medical, dental, life insurance and long-term disability claims or expenses incurred by any Affected Employee under any Seller Plan prior to the Closing Date; provided, however, that Purchaser shall be responsible for reimbursing Seller for any claims incurred but not reported under such a Benefit Plan with respect to Affected Employees and their eligible dependents and beneficiaries as of the Closing Date. Purchaser shall remit to Seller all Affected Employee premiums due for medical and dental benefit coverage under any Seller Plan attributable to periods prior to the Closing Date, but which, as of the Closing Date, had not been collected and remitted to Seller. To the extent an Affected Employee is receiving short-term disability benefits as of the Closing Date, Purchaser shall assume responsibility for such continuing short-term disability benefits; provided, however, that should such Affected Employee become entitled to long-term disability benefits pursuant to the long-term disability plan maintained by Seller (assuming, for these purposes, that such Affected Employee had been employed by Seller at the time that the event giving rise to the disability occurred), then Seller shall retain responsibility for providing such Affected Employee with long-term disability benefits. On, or no later than fourteen (14) days following, the Closing Date, Seller shall provide Purchaser with a list that sets forth the Affected Employees who are out on short term disability or other leave of absence as of the Closing Date.

(ii) To the extent applicable and permitted under applicable Law, Purchaser shall, or shall cause the Companies, the Companies’ Subsidiaries, and their respective Affiliates to, waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees (and their eligible dependents) under any Purchaser Plan that is a welfare plan (within the meaning of section 3(1) of ERISA) to the extent such conditions were satisfied under a corresponding Benefit Plan immediately prior to the Closing Date. Purchaser shall provide each Affected Employee (and their eligible dependents) with credit under any Purchaser Plan that is a welfare plan for any co-payments and deductibles paid under a corresponding Benefit Plan in the calendar year in which the Closing Date occurs (or, if later, in the calendar year in which Affected Employees (and their eligible dependents) become eligible to participate in such Purchaser Plan) for purposes of satisfying any applicable deductibles, co-payment or out-of-pocket limits under the corresponding Purchaser Plans.

(iii) Purchaser shall take all action necessary to ensure that all Affected Employees (and their eligible dependents) who participated in any medical plan maintained by Seller or any of its Affiliates immediately prior to the Closing shall be eligible to participate in a medical plan maintained by Purchaser or any of its Affiliates, effective as of the Closing Date. Following the Closing Date, Seller shall, or shall cause its Affiliates to, retain all obligations to provide continuation health care coverage in accordance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“COBRA”) to all Persons who incur or incurred a “qualifying event” in accordance with COBRA at any time under any Seller Benefit Plans. Following the Closing Date, Purchaser shall, or shall cause an Affiliate to, provide COBRA coverage to all Affected Employees and their qualified beneficiaries who incur a “qualifying event” in accordance with COBRA under an employee benefit plan maintained by Purchaser or any of its Affiliates at any time on or after the Closing Date.

(iv) Purchaser shall establish, for the calendar year in which the Closing Date occurs, flexible spending accounts for medical and dependent care expenses under a new or existing plan established or maintained under Section 125 and Section 129 of the Code (“Purchaser’s FSA”), effective as of the Closing Date, for each Affected Employee who, on or prior to such date, is a participant in, and maintains a flexible spending account for medical or dependent care expenses under, a Seller Benefit Plan pursuant to Section 125 and Section 129 of the Code (“Seller’s FSA”). As of the Closing Date, Purchaser shall credit the applicable account of each such Affected Employee under Purchaser’s FSA with an amount equal to the balance of such Affected Employee’s account under Seller’s FSA immediately prior to such date. Purchaser and Seller intend that the actions to be taken pursuant to this subparagraph be treated as an assumption by Purchaser of the portion of Seller’s FSA and the elections made thereunder attributable to such Affected Employees. As soon as reasonably practicable after the Closing Date, the Seller shall determine the Aggregate Balance (as defined below) of the assumed flexible spending accounts and notify the Purchaser of the amount of such Aggregate Balance in writing. For purposes of this Section 7.1(e)(iv), the term “Aggregate Balance” shall mean, as of the Closing Date, the aggregate amount of contributions that have been made to the Affected Employees’ flexible spending accounts under Seller’s FSA by Affected Employees for the plan year in which the Closing Date occurs minus the aggregate amount of reimbursements that have been made from the Affected Employees’ flexible spending accounts under Seller’s FSA to Affected Employees for the plan year in which the Closing Date occurs. If the Aggregate Balance is a negative amount, the Purchaser shall pay such negative amount to the Seller as soon as practicable following the Purchaser’s receipt of the written notice thereof. If the Aggregate Balance is a positive amount, the Seller shall pay such positive amount to the Purchaser as soon as practicable following the Seller’s delivery to Purchaser of the written notice thereof.

(v) Seller currently sponsors the Sara Lee Corporation Employee Health Benefit Plan under which certain Affected Employees and Former Seller Employees who are or may become eligible for retiree welfare benefits (including retiree medical, retiree prescription drug, retiree dental and retiree life insurance benefits) (the “Retiree Welfare Benefits”). From and after the Closing, Purchaser shall assume all obligations with respect to the Retiree Welfare Benefits currently provided by Seller and its Affiliates under the Sara Lee Corporation Employee Health Benefit Plan (or any separate successor plan created on or prior to December 31, 2010 in contemplation of the 2010 Health Care Law under which the Retiree Welfare Benefits will be provided), and Seller and its Affiliates shall cease to have any responsibility or liability for such Retiree Welfare Benefits. Except as provided in this Section 7.1(e)(v), Seller and its Affiliates shall retain all responsibility and liability for all other retiree welfare obligations under the Sara Lee Corporation Employee Health Benefit Plan and any other Benefit Plan that is not a Companies Benefit Plan.

(vi) As of the Closing Date, Purchaser shall, or shall cause its Affiliates to, assume all obligations of Seller and its Affiliates with respect to the Companies Multiemployer Welfare Benefit Plans, and Seller and its Affiliates shall be relieved of all responsibility for Liabilities.

(vii) Effective as of the Closing Date, the Parties shall take all action necessary to transfer sponsorship (including all related assets and liabilities (including liabilities related to retiree welfare benefits)) of the Health Plan of Butter Krust Baking Company, Inc. (the “Butter Krust Welfare Plan”) from Seller to Purchaser. Following the Closing Date, neither Seller nor any of its Affiliates shall have any Liability for the Butter Krust Welfare Plan.

(i) As soon as administratively practicable after the Closing Date, the Parties shall take all action necessary to effectuate a spinoff from the Sara Lee Corporation 401(k) Plan (“Seller 401(k) Plan”) to the Bimbo Bakeries USA Savings Plan or such other Purchaser sponsored 401(k) plan as Purchaser may designate (“Purchaser 401(k) Plan”) of assets having a value as of the applicable valuation date that are equal to the value of the account balances of, and liabilities with respect to, all Pension Transfer Participants with an account balance under the Seller 401(k) Plan as of such valuation date. Such transfer shall be an in-kind transfer, subject to fund substitutions agreed between the relevant plan representatives and any other reasonable substitutions made by Seller subject to the reasonable consent of the trustee of the Purchaser 401(k) Plan and shall include participant loan notes held under such plans. Any assets that are liquidated prior to transfer shall be reduced by the asset liquidation expenses, such as commissions or early withdrawal penalties, actually incurred. Such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Purchaser 401(k) Plan shall be transferred to and assumed by the Purchaser 401(k) Plan at the time such assets attributable to such accounts are transferred. Purchaser 401(k) Plan shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Affected Employees under the Purchaser 401(k) Plan and the administration thereof, and neither Seller nor any of its Affiliates shall have any Liability therefor.

(ii) Effective as of the Closing Date, the Parties shall take all action necessary to transfer sponsorship (including all related assets and liabilities) of the Butter Krust Baking Co., Inc. Profit Sharing and 401(k) Plan (the “Butter Krust 401(k) Plan”) from Seller to Purchaser. Following the date of such asset transfer, neither Seller nor any of its Affiliates shall have any liability for the Butter Krust 401(k) Plan. In connection therewith, Purchaser or its Affiliates shall, effective as of the Closing Date, succeed to all of the rights, title and interest (including the rights as plan sponsor, plan administrator or employer) under the Butter Krust 401(k) Plan and under each contract, agreement or arrangement established thereunder or relating thereto. Seller agrees that, on or prior to the Closing Date, it shall contribute to the Butter Krust 401(k) Plan all amounts required to be contributed to such plan as of such date, including any contribution related to any period prior to the Closing (including, without limitation, matching contributions with respect to employee elective deferrals made prior to the Closing Date and pro rated contributions with respect to other contributions required to be made on a periodic basis).

(i) Effective as of the Closing Date, the Affected Employees who participated in the Sara Lee Corporation Consolidated Hourly Pension Plan and the Sara Lee Corporation Salaried Pension Plan (each, a “Seller Pension Plan”) immediately prior to the Closing Date shall no longer participate in the Seller Pension Plan, and the Seller shall take all action necessary prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Parties shall take all action necessary to effectuate transfers from the Seller Pension Plans to the Bimbo Bakeries USA Pension Plan (the “Purchaser Pension Plan”) of all liabilities of the Seller Pension Plans for benefits accrued through the Closing Date in respect of Pension Transfer Participants taking into account satisfaction by Pension Transfer Participants

after the Closing Date of eligibility requirements for benefits protected by Section 411(d)(6) of the Code (the “Transferred Benefits”), and none of Seller, any Seller Affiliate or the Seller Pension Plan shall have any further responsibility for the Transferred Benefits.

(ii) As soon as practical following the Closing Date, there shall be transferred from the trust fund of the Seller Pension Plan (the “Seller Trust”) to the trust designated to fund the Purchaser Pension Plan (the “Purchaser Trust”) an amount of assets in cash determined as described herein. A nationally recognized actuary selected by Seller (the “Seller Actuary”) shall determine the amount of assets to be transferred to the Purchaser Pension Plan (the “Transfer Value”) with respect to Pension Transfer Participants. The Transfer Value that will be transferred to the Purchaser Pension Plan will be the amount which would be allocated to the Pension Transfer Participants if the Seller Pension Plan was terminated as of the Closing Date and assets were allocated to participants using assumptions for interest rates, mortality, and XRAs set forth in Sections 4044.51 through 4044.57, excluding Appendix C of Part 4044 of the regulations under Section 4044 of ERISA.

(iii) Purchaser and Seller acknowledge and agree that such transfer of assets and Liabilities will comply with Sections 401(a)(12), 414(l) and 411(d)(6) of the Code and the regulations thereunder.

(iv) Effective as of the Closing, Purchaser and the Purchaser Pension Plan shall assume all liabilities for all accrued benefits of Pension Transfer Participants under the Seller Pension Plans, and Seller and the Seller Pension Plans shall be relieved of all liabilities for such benefits.

(v) The Seller shall make an initial transfer of assets in cash equal to ninety percent (90%) of the estimated Transfer Value within thirty (30) days after the Closing Date (plus interest measured from the Closing Date based on the PBGC interest rate set forth in Section 4044 of ERISA during the period commencing on the Closing Date and ending immediately prior to the date of such initial transfer), subject to the compliance with applicable notice requirements to any Governmental Entity.

(vi) Within one hundred twenty (120) days after the Closing Date, Seller will provide Purchaser with a calculation of the Transfer Value, including supporting information necessary to verify the calculation of the Seller’s Actuary. Purchaser may submit the Seller Actuary’s determination of the Transfer Value to a nationally recognized actuary selected by Purchaser (“Purchaser Actuary”) for verification, which shall relate only to the calculation of the Transfer Value on the basis of the assumptions and methods set forth above. Purchaser shall pay the cost of the Purchaser Actuary. To the extent necessary, the Seller Actuary and the Purchaser Actuary shall make a good faith attempt to reconcile any difference in their calculations. If the Purchaser Actuary’s calculation is within five percent (5%) of the Seller Actuary’s calculation of the Transfer Value, the average of the Seller Actuary’s calculation and the Purchaser Actuary’s calculation shall be used. If the difference cannot be reconciled and exceeds five percent (5%), the Seller Actuary and the Purchaser Actuary shall jointly designate a third independent actuary whose verification shall be final and binding, but not greater than the calculation of the Purchaser Actuary or less than the calculation of the Seller Actuary. Purchaser and Seller shall each pay one-half the costs of such third actuary. The final verification shall be completed not later than forty-five (45) days following the date on which Seller delivers to the Purchaser the Seller’s Actuary’s calculation of the Transfer Value (and in the event Purchaser fails to affirmatively confirm Seller’s Actuary’s calculation of the Transfer Value or provide the Purchaser Actuary’s calculation within such forty-five (45) day period, Seller’s Actuary’s calculation of the Transfer

Value shall be deemed the final calculation on such forty-fifth (45^th) day); provided that if there is a dispute regarding the Seller’s Actuary’s calculation of the Transfer Value that must be reconciled by a third actuary in accordance with the terms of this Section 7.1(g)(vi), the foregoing forty-five (45) day period shall be extended until the date on which such independent actuary’s verification is final. The Parties shall use commercially reasonable efforts to cause the independent actuary’s verification to be finalized within ninety (90) days following the date on which the Seller delivers to the Purchaser the Seller Actuary’s calculation of the Transfer Value. The foregoing time frames may be extended upon mutual agreement of the Parties in writing.

(vii) Within thirty (30) days after completion of the final verification, Seller or Purchaser, as applicable, shall cause an additional transfer of assets in cash from the Seller Pension Plan to the Purchaser Pension Plan (or from the Purchaser Pension Plan to the Seller Pension Plan, as applicable) in an amount equal to the verified Transfer Value. The verified Transfer Value shall be adjusted from the Closing Date to the transfer date to reflect investment experience under the Seller Pension Plans, the Purchaser Pension Plan’s allocable share of recordkeeping and investment expenses (excluding all transaction expenses related to liquidating assets to enable the Seller Pension Plans to transfer cash to the Purchaser Pension Plan), any benefit distributions made to the Pension Transfer Participants and the initial asset transfer set forth in Section 7.1(g)(v).

(viii) Purchaser and Seller shall cooperate in (A) making all filings required under the Code or ERISA, (B) implementing all appropriate communications with Pension Transfer Participants, (C) transferring appropriate records, and (D) taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 7.1(g) in a timely manner.

(ix) In the event that Seller discovers individuals that should have been listed on Schedule 6.17 and treated as Pension Transfer Participants following the final asset transfer set forth in Section 7.1(g)(vii), Seller shall retain all Liability with respect to such individuals under the Seller Pension Plan unless Seller and Purchaser mutually agree that Seller shall cause the Seller Trust to transfer sufficient assets to the Purchaser Trust to fund the accrued benefits of such individuals under the Purchaser Pension Plan.

(x) Effective as of the Closing Date, the Parties shall take all action necessary to transfer sponsorship (including all related assets and liabilities) of the Pension Plan for Employees of Butter Krust Baking Co., Inc. (the “Butter Krust Pension Plan”) from Seller to Purchaser. In addition, effective as of the Closing Date, the Parties shall take all action necessary to transfer sponsorship (including all related assets and liabilities) of the Heiners Bakery Workers Pension Trust Plan (the “Heiners Pension Plan”) from Seller to Purchaser. Following the date of such transfer of sponsorship, neither Seller nor any of its Affiliates shall have any liability for either the Butter Krust Pension Plan or the Heiners Pension Plan. In connection therewith, Purchaser or its Affiliates shall, effective as of the Closing Date, succeed to all of the rights, title and interest provided to the plan sponsor, plan administrator or participating employer under the terms of the Butter Krust Pension Plan and the Heiners Pension Plan and under each contract, agreement or arrangement established thereunder or relating thereto. Seller agrees that, on or prior to the Closing Date, it shall contribute to the Butter Krust Pension Plan and the Heiners Pension Plan all amounts required to be contributed to such plans as of such date and any contribution related to any period prior to the Closing.

(xi) Effective as of the Closing Date, Purchaser shall assume Seller’s obligations with respect to the American Bakers Association Retirement Plan.

(h) From and after the Closing Date, Purchaser shall assume all obligations of Seller and its Affiliates with respect to benefits currently provided with respect to Affected Employees, Former Seller Employees and their beneficiaries under the Sara Lee Corporation Executive Deferred Compensation Plan and the Sara Lee Corporation Supplemental Executive Retirement Plan (collectively, the “Seller Nonqualified Deferred Compensation Plans”). Purchaser shall satisfy such obligations in a manner consistent with the terms of such Seller Nonqualified Deferred Compensation Plans and Section 409A of the Code. Following the Closing Date, neither Seller nor any of its Affiliates shall have any Liability for the Seller Nonqualified Deferred Compensation Plans with respect to Affected Employees, Former Seller Employees and their beneficiaries under such plans.

(i) Purchaser shall recognize and assume all Liability for all vacation, holiday, sick leave, flex days and personal days off, including banked vacation, accrued but not yet used by Affected Employees as of the Closing Date (the “Days Off Accrual”), and shall credit each Affected Employee with such Days Off Accrual. On, but no later than fourteen (14) days following, the Closing Date, Seller shall provide Purchaser with Schedule 7.1(i), which shall set forth the Days Off Accrual as of the Closing Date.

(j) Effective as of the close of business on the Closing Date, Purchaser shall assume, and none of Seller or any of its Subsidiaries or Affiliates shall have any further Liability for, the following agreements, obligations and liabilities, and Purchaser shall indemnify Seller and its Subsidiaries and Affiliates, and the employees of each, and hold them harmless with respect to such agreements, obligations or liabilities:

(i) the agreements entered into between Seller, its Subsidiaries or Affiliates and Affected Employees set forth on Schedule 7.1(j)(i).

(ii) the agreements entered into between Seller, its Subsidiaries or Affiliates and independent contractors/operators providing services solely to the Business, a list of which independent contractors/operators is set forth on Schedule 7.1(j)(ii).

(iii) the Collective Bargaining Agreements applicable to the Affected Employees.

(k) Seller shall be responsible for all obligations and Liabilities under Seller’s equity or equity-based plans in accordance with the terms thereof and agrees to indemnify and hold harmless the Purchaser, the Companies and the Companies Subsidiaries for any Liability in respect thereof.

(l) The Parties hereto agree to, to the extent applicable, (i) treat Purchaser as a “successor employer” and Seller (or the applicable Subsidiary of Seller) as a “predecessor” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to employees of the Companies and the Companies’ Subsidiaries for purposes of taxes imposed under the United States Federal Unemployment Tax Act and the United States Federal Insurance Contributions Act, and (ii) use their reasonable best efforts to cooperate with each other to avoid the filing of more than one IRS Form W-2 with respect to each such employee for the calendar year in which the Closing Date occurs by utilizing solely Section 5 of Revenue Procedure 2004-53, Alternate Procedure for Predecessors and Successors. To the extent that Section 5 of Revenue Procedure 2004-53, Alternate Procedure for Predecessors and Successors applies to the transactions contemplated by this Agreement, the Parties agree that (i) Seller shall be relieved from furnishing Forms W-2 to employees of the Companies and the Companies’ Subsidiaries, (ii) Purchaser shall be responsible for the issuance of such Forms W-2 to all such employees and will report wages and taxes withheld, by both Seller (or the applicable Seller Subsidiary) and Purchaser, and (iii) Purchaser shall be responsible for all reporting of such compensation data to the pertinent federal and state taxing authorities.

(m) Except as otherwise set forth herein, nothing contained in this Agreement is intended (i) to require Purchaser, the Companies or any Companies’ Subsidiary or any of their respective Affiliates to establish or maintain any specific Benefit Plan or other employee benefit plan or arrangement for any length of time on and after the Closing Date; or (ii) to create or amend any Affected Benefit Plan or other employee benefit plan or arrangement. This Section 7.1 is included for the sole benefit of the parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any Affected Employee or Former Seller Employee. Furthermore, nothing contained in this Agreement, express or implied, is intended to confer upon any Person, any right to employment or continued employment for any period of time, or any right to a particular term or condition of employment.

(n) On, or no later than the date on which Seller delivers to Purchaser Seller’s calculation of the Transfer Value pursuant to Section 7.1(g)(vi), Seller shall provide Purchaser with an updated and final Schedule 6.17, which shall set forth the name of each Former Seller Employee as of the Closing Date.

(o) For the fiscal year of Seller in which the Closing Date occurs, Purchaser shall be responsible for all obligations and Liabilities, to the extent accrued on the financial statements of the Companies, under Seller’s annual incentive plans in place for the Affected Employees (including the annual cash incentives payable to the Affected Employees whose names are set forth on Schedule 7.1(o) (the “Senior Management Bonuses”)), in accordance with the terms thereof and agrees to indemnify and hold harmless the Seller for any Liability in respect thereof.

(p) Effective as of the end of the “Service Period” (as such term is defined in the Seller Transition Services Agreement) (or such earlier date as is agreed upon by the Parties), Purchaser shall, or shall cause the Companies, the Companies’ Subsidiaries or one of their respective affiliates to, offer employment to the TSA Employees listed on Schedule 7.1(p) under the heading “TSA Employees to be Offered Employment”, and if any such TSA Employee accepts Purchaser’s offer of employment, and does not resign from employment with Seller or the applicable affiliate of Seller, then Seller or the applicable affiliate of Seller shall terminate the employment of each such TSA Employee who accepts the offer of employment made by Purchaser. Purchaser shall have no Liability related to the resignation or termination of employment (including for severance benefits, if applicable) of any TSA Employee listed on Schedule 7.1(p) under the heading “TSA Employees to be Offered Employment” to whom an offer is made pursuant to first sentence of this Section 7.1(p) and Seller shall indemnify and hold harmless Purchaser, the Companies and the Companies’ Subsidiaries from any Liability in respect thereof. The date on which a TSA Employee becomes an employee of Purchaser, the Companies or a Companies’ Subsidiary shall be referred to herein as such TSA Employee’s “Employment Date.” For purposes of applying this Section 7.1 with respect to a TSA Employee, the term “Closing Date” shall be interpreted to mean such TSA Employee’s Employment Date. With respect to any TSA Employee listed on Schedule 7.1(p) to whom an offer is not made pursuant to the first sentence of this Section 7.1(p) and any other TSA Employee, Purchaser shall (i) assume all Liability related to the termination of employment (including for severance benefits, if applicable) to the extent Seller elects to lawfully terminate any such TSA Employee and (ii) indemnify and hold harmless Seller, the Companies and the Companies’ Subsidiaries from any Liability in respect thereof.

(q) Seller (i) shall be responsible for all obligations and Liabilities relating to any retention agreements Seller, the Companies or the Companies’ Subsidiaries enter into in accordance with Section 6.1(b)(xiv) (Interim Operations of the Companies), (ii) agrees to pay all amounts due under such retention agreements in accordance with the terms thereof and (iii) agrees to indemnify and hold harmless the Purchaser, the Companies, and the Companies’ Subsidiaries for any Liability in respect thereof.

(r) Prior to Closing, Seller shall take all action necessary to transfer the employment of the corporate level employees and certain other transferred employees of Seller or its Affiliates whose positions are listed on Schedule 7.1(r) to the Companies or Companies’ Subsidiaries effective no later than the Closing Date. For the avoidance of doubt, such employees shall be Affected Employees for purposes of this Agreement.

(s) As of the Closing Date, Purchaser shall, or shall cause its Affiliates to, assume all obligations and Liabilities of Seller and its Affiliates with respect to workers’ compensation claims of any Affected Employee or Former Seller Employee whether reported prior to, on or after the Closing Date which are the result of an injury or illness incurred while employed by the Companies, any Companies’ Subsidiary or the Business prior to or on the Closing Date. Within ten (10) days prior to the Closing Date, Seller shall deliver to Purchaser Schedule 7.1(s), which shall set forth the workers’ compensation claims of Affected Employees and Former Seller Employees which are, to the Knowledge of Seller, outstanding as of a date not more than five (5) days before the date on which such Schedule is effective; provided, however, that the failure to include any such claim on such Schedule shall not affect Purchaser’s assumption of any Liability pursuant to the foregoing sentence or result in any Liability to Seller.

(t) Effective as of the Closing Date and ending on the end of the “FSS/GIS Service Period” (as such term is defined in the Seller Transition Services Agreement) (or such earlier date as is agreed upon by the Parties), Purchaser agrees to make available to Seller, on a full time basis, the services of the Transferred GIS Employees for purposes of providing services under the Seller Transition Services Agreement.

Section 7.2 Maintenance of Books and Records. After the Closing, each of the Parties shall preserve, until at least the eighth (8^th) anniversary of the Closing Date, all pre-Closing Date records possessed or to be possessed by such Party relating to the Companies. After the Closing Date and up until at least the eighth (8^th) anniversary of the Closing Date, upon any reasonable request from a Party or its representatives, the Party holding such records shall (i) provide to the requesting Party or its representatives reasonable access to such records during normal business hours and (ii) permit the requesting Party or its representatives to make copies of such records, in each case at no cost to the requesting Party or its representatives (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall require either Party to disclose any information to the other if such disclosure would jeopardize any attorney-client or other legal privilege or contravene any applicable Law. Such records may be sought under this Section 7.2 for any reasonable purpose, including to the extent reasonably required in connection with the audit, accounting, Tax, litigation, federal securities disclosure or other similar needs of the Party seeking such records. Notwithstanding the foregoing, any and all such records may be destroyed by a Party if such destroying Party sends to the other Party written notice of its intent to destroy such records, specifying in reasonable detail the contents of the records to be destroyed. Such records may then be destroyed after the sixtieth (60^th) day following such notice unless the other Party notifies the destroying Party that such other Party desires to obtain possession of such records, in which event the destroying Party shall transfer the records to such requesting Party and such requesting Party shall pay all reasonable expenses of the destroying Party in connection therewith.

(a) During the period commencing on the Closing Date and ending on the fifth (5^th) anniversary of the Closing Date, Seller shall not, and Seller shall cause its Affiliates not to, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, provide services for, or in

any manner engage in any business (including by itself or in association with any Person) that directly competes with the Business as conducted by the Companies and the Companies’ Subsidiaries in the Territory as of the Closing Date (after giving effect to the Closing Transactions) (a “Competitive Business”). Notwithstanding the immediately preceding sentence, this Section 7.3(a) shall not prohibit Seller or any of its Affiliates from:

(i) owning (A) not more than five percent (5%) of the outstanding securities of any class listed on a national or foreign securities exchange or regularly traded in the over-the-counter market of any Person engaged, directly or indirectly, in all or a portion of a Competitive Business; or (B) not more than five percent (5%) in value of the indebtedness of any Person engaged, directly or indirectly, in all or a portion of a Competitive Business, without violating the provisions of this Section 7.3, provided that Seller or its applicable Affiliate does not have the power to control or direct the management or affairs of such Person; or

(ii) acquiring, in one transaction or a series of transactions, by purchase of stock or assets, merger, consolidation or otherwise, the whole or any part of any Person that carries on all or a portion of a Competitive Business or the whole or any part of a business that includes the carrying on of all or a portion of a Competitive Business if the revenue of such Person or business so acquired attributable to the Competitive Business did not exceed the greater of (A) an amount equal to ten percent (10%) of such Person’s or business’ total revenue as set out in the latest available annual financial statements of such Person or business to the extent such amount is less than or equal to U.S.$250,000,000 and (B) U.S.$50,000,000; provided that Seller or the relevant Affiliate uses its reasonable best efforts to dispose of the Competitive Business as soon as possible, and in any event within twelve (12) months of the date of acquisition of such Person or business.

(b) Notwithstanding anything herein to the contrary, Section 7.3(a) shall not (i) apply to or bind any third party or its Affiliates that (A) acquires all or a portion of the outstanding equity interest of Seller or any of its Affiliates or (B) acquires all or a portion of the business or assets of Seller or any of its Affiliates, regardless of the form of such transaction, nor apply or bind to any of the Affiliates of such third party (other than Seller and the entities that were Affiliates of Seller prior to such acquisition) or (ii) in any way limit, diminish or waive any of Seller’s or its Affiliates’ rights or obligations under the License Agreements or the Seller Transition Services Agreement.

(c) For greater certainty, the provisions of this Section 7.3 shall not preclude Seller and its Affiliates from (i) conducting any Exempt Business Activities or (ii) developing, manufacturing, marketing, selling or distributing any products that they are permitted to sell under the Sara Lee brand under the Brand Perimeter Map (as defined in the Sara Lee North America License Agreement to Seller), in each case from and after the Closing.

(a) From and after the Closing, each of Seller and Purchaser shall furnish or cause to be furnished to the other Party and its employees, counsel, auditors and other representatives such information and assistance relating to the Companies and the Companies’ Subsidiaries (to the extent in the possession or within the control of such other Party) as is reasonably necessary for financial reporting and accounting matters of the other Party, including the furnishing of such documentation and information relating to the Companies and the Companies’ Subsidiaries as may be reasonably requested in connection with the preparation of reports, accounts and other documents and materials to be filed with or submitted to any stock exchange or Governmental Entity pursuant to applicable Law.

(b) At any time and from time to time, each Party agrees, upon the other Party’s request, subject to the terms and conditions of this Agreement and without further consideration, to take such actions and to execute, acknowledge and deliver or cause to be executed, acknowledge and delivered such further acts, deeds, documents, assignments, transfers, conveyances, recordations, powers of attorney and assurances (including any notarization, authentication, legalization and consularization of the signatures of Purchaser’s, Seller’s and their respective Affiliates’ representatives) as may be reasonably necessary to effectuate the Closing Transactions and the Reorganization at the earliest practicable time or implement expeditiously the Closing Transactions.

Section 7.5 Use of Intellectual Property. From and after the Closing Date, Seller shall not, and shall cause their Affiliates not to, directly or indirectly, in any jurisdiction: (i) disclose or authorize any third party to disclose any trade secrets, know-how or confidential information included in the Owned Companies Intellectual Property (including the product formulae contained in the Owned Companies Intellectual Property) or exploit or make use of, or authorize any third party to exploit or make use of, any of the Owned Companies Intellectual Property (including the product formulae contained therein); (ii) exploit or make use of, or authorize any third party to exploit or make use of, any Trademarks in a manner which violates applicable law or dilutes or infringes Purchaser’s proprietary right with respect to the Trademarks listed in Schedule 4.17(a); (iii) use or attempt to register any of the Trademarks listed in Schedule 4.17(a) or any Trademark confusingly similar to any such Trademarks; or (iv) oppose, challenge or otherwise contest Purchaser’s efforts to enforce its trademark registrations for, and trademark rights in, the Trademarks listed in Schedule 4.17(a). For the avoidance of doubt, the Parties understand and agree that the provisions of this Section 7.5 shall not apply to or restrict in any way the use or exploitation of the trademarks associated with the Excluded Operations by Seller and its Affiliates. Notwithstanding anything to the contrary in the foregoing, Seller and its Affiliates shall not be restricted from using, exploiting or disclosing any formula, process or know-how which, at the time of such use, disclosure or exploitation, is already generally known and employed in the bakery industry.

Section 7.6 Asset Transfers. In the event that the Parties determine that any assets, rights or properties that properly constitute assets of the Business were not included in the Companies or the Companies’ Subsidiaries at Closing, Seller shall promptly use its commercially reasonable efforts to transfer and deliver any and all of such assets to Purchaser or one of its Affiliates without the payment by Purchaser of any further consideration therefor. In the event that the Parties determine that assets, rights or properties that did not properly constitute assets of the Business as of the Closing Date (other than (i) any assets contributed to a Company or a Companies’ Subsidiary pursuant to the Contribution Agreement to Bakery, (ii) any assets listed on a Schedule to this Agreement or any Ancillary Agreement as being owned by the Business, the Companies or any Companies’ Subsidiary or (iii) any assets contributed to Newco A or Newco B pursuant to the Sara Lee Trademark Contribution Agreements) were included in the Companies or the Companies’ Subsidiaries, then Purchaser shall promptly use its commercially reasonable efforts to transfer and deliver any and all of such assets to Seller or one of its Affiliates at the sole expense of the Seller. The costs of obtaining any consents in connection with such transfer and delivery shall be borne by the Seller.

Section 7.7 Non-Solicitation. Purchaser and Seller each hereby agree that, without the prior written consent of the other party hereto, it will not for a period of two (2) years from the Closing Date directly or indirectly solicit for employment or employ any senior management employees of the other party or its Affiliates (which for the purposes of Purchaser shall mean any employee of Purchaser or its Affiliates at the Vice President level and above within Purchaser’s U.S. operations and which for the purposes of Seller shall mean any employee of Seller or its Affiliates at the Vice President level and above within Sellers’ U.S. operations); provided, however, that Purchaser and Seller shall not be prohibited from hiring (i) any person who contacts such party on his or her own initiative or who is responding to a general advertisement or posting for employment that is not directed or targeted to any of

such employees, or (ii) any person who is no longer employed by such party or its Affiliates (provided that the effective date of any such hire by any party is no less than six (6) months from the date of termination (for any reason) of such person’s employment with the party or its Affiliate, as the case may be).

Section 7.8 Assumed Business Liabilities. In furtherance of the indemnification by Purchaser of Seller Indemnified Parties provided under Section 11.9 (Indemnification for Assumed Business Liabilities), for the six (6)-year period following the Closing Date (and for so long thereafter as any claim made under Section 11.9 (Indemnification for Assumed Business Liabilities) is pending), Seller shall, and shall cause its applicable Affiliates to, forward copies of any claims, notices, invoices or other correspondence relating to Assumed Business Liabilities to Purchaser as promptly as reasonably practicable after receipt thereof.

Section 7.9 Corporate Names. Promptly after the Closing Date, but in any event no later than sixty (60) days after the Closing Date, (a) Purchaser and its Affiliates shall make all filings with any office, agency or body and take all other actions necessary to effect the elimination of any use of the Sara Lee name and marks from the corporate names, registered names or registered fictitious names of the Companies and the Companies’ Subsidiaries and their Affiliates and (b) Seller and its Affiliates shall take reasonable effort to make all filings with any office, agency or body and take all other actions necessary to effect the elimination of any use of any Transferred Marks from the corporate names, registered names or registered fictitious names of Seller and its Affiliates, including the Excluded Subsidiaries; provided that the Parties shall reasonably extend such time frame if reasonably requested by the other Party. The Parties acknowledge, because the use of such Transferred Marks may already be embedded in stationary, signage, content or other materials or documents, Purchaser and Companies will use reasonably efforts to, but in event within eighteen (18) months shall, cease any such other use as soon as reasonably practical.

Section 7.10 Brand Transition Products. From and after the Closing Date, if Purchaser or any of its Affiliates develop, manufacture, market, sell or distribute any Indicative Transition Products (as defined defined in the Sara Lee North America License Agreement to Purchaser), Purchaser and its Affiliates shall offer Seller the right to enter into an non-exclusive co-packing Agreement with Purchaser or its applicable Affiliate with respect to such Indicative Transition Products (as defined in the Sara Lee North America License Agreement to Purchaser) on commercially reasonable terms to be negotiated in good faith by Purchaser and Seller and subject to pricing terms that are equal to or better than those that would result from a competitive bid for such services.

(a) Seller shall be liable for and pay any and all Taxes levied or imposed on, or attributable to, the Companies or any Companies’ Subsidiary, for any taxable year or period (or portion thereof) ending or deemed to end (including under this Agreement), on or prior to the Closing Date and (y) any and all Taxes levied or imposed on, or attributable to, the Companies or the Companies’ Subsidiaries as a result of the transactions contemplated by the Reorganization; provided, however, that Seller shall not be liable for or pay (A) any Taxes of a type taken into account in the determination of the Final Adjusted Net Working Capital for the periods taken into account in such determination (excluding, however, Taxes imposed as a result of a reclassification of independent operators or contractors as employees, except to the extent taken into account in the determination of the Final Adjusted Net Working Capital), or (B) any Taxes imposed on the Companies or any Companies’ Subsidiary or for

which the Companies or any Companies’ Subsidiary may otherwise be liable as a result of extraordinary transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing (with the Taxes described in this proviso referred to herein as “Excluded Taxes”).

(b) Purchaser shall be liable for and pay (i) any and all Taxes levied or imposed on, or attributable to, the Companies or any Companies’ Subsidiary, for any taxable year or period (or portion thereof) beginning or deemed to begin, after the Closing Date and (ii) any and all Excluded Taxes.

(c) If, as a result of any Audit, Tax Claim or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Seller would otherwise be liable pursuant to Section 8.1(a) (Allocation) or Article XI (Indemnification), and such change results in or will result in a Tax Benefit to the Companies, any Companies’ Subsidiary, Purchaser or any Affiliate thereof for any taxable year or period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, the amount for which Seller is liable pursuant to paragraph (a) with respect to such increase shall be reduced by the amount of such Tax Benefit (and, to the extent such increase in Tax liability is paid to a taxing authority by Seller or any Affiliate thereof, Purchaser shall pay Seller an amount equal to the amount of such Tax Benefit).

(d) For purposes of this Agreement and notwithstanding anything to the contrary herein, Seller and Purchaser expressly agree that, subject to Section 6.1(b)(xxvi)(F) and the proviso to this Section 8.1(d), (i) Seller shall have no liability for any reduction in (or limitation on) the amount of any tax basis, net operating loss carryovers, net capital loss carryovers, credits or similar items of the Companies or any Companies’ Subsidiary (collectively, “Tax Attributes”) available to the Companies, any Companies’ Subsidiary, Purchaser or any Affiliate thereof following the Closing Date (or any Taxes imposed on the Companies, any Companies Subsidiary, Purchaser or any Affiliate thereof following the Closing Date as a direct or indirect result of such reduction or limitation), including, without limitation, any reduction or limitation arising from (A) this Transaction, (B) income or gain realized by the Companies, any Companies Subsidiary or any Affiliate thereof on or prior to the Closing Date (or during the portion of any Straddle Period ending on the Closing Date) or (C) as a result of any Audit, Tax Claim or amended Tax return relating to taxable years or periods (or portions thereof) that end on or before the Closing Date and (ii) any such reduction or limitation (or Tax payable as a direct or indirect result of such reduction or limitation) shall not constitute a Loss for any purpose of this Agreement; provided, however, that if, as a result of any Audit, Tax Claim or amended Tax Return relating to a taxable year or period (or portion thereof) ending on or before the Closing Date, there is any decrease in the adjusted tax basis of any depreciable or amortizable asset owned by the Companies or any Companies’ Subsidiary immediately following the Closing, the amount for which Seller is liable pursuant to Section 11.4(a) (Indemnification for Taxes) as a result of such Audit, Tax Claim or amended Tax Return, if any, shall be increased by the amount of any reduction in Tax Benefit attributable to such decrease in adjusted tax basis.

Section 8.2 Apportionment. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a taxable period beginning on or before and ending after the Closing Date (a “Straddle Period”), the Parties shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Companies and each Companies’ Subsidiary for all Tax purposes. In any case where applicable Law does not permit the Companies or any Companies’ Subsidiary to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books.

(i) Subject to clause (iii), Seller shall prepare (or cause to be prepared), (A) all Tax Returns required to be filed by the Companies and each Companies’ Subsidiary for all taxable periods ending on or before the Closing Date that have not been filed on or prior to the Closing Date (the “Pre-Closing Periods”, and such Tax Returns, the “Pre-Closing Period Tax Returns”) and (B) if the Closing occurs on or before July 2, 2011, all Tax Returns required to be filed by the Companies and each Companies’ Subsidiary for all Straddle Periods (such Tax Returns, the “Straddle Period Tax Returns”);

(ii) If the Closing occurs after July 2, 2011, Purchaser shall prepare (or cause to be prepared) all Straddle Period Tax Returns required to be filed by the Companies and each Companies’ Subsidiary;

(iii) Purchaser shall, not later than thirty (30) days prior to the original due date for any Tax Return described in clause (i), provide Seller and its representatives with all information in its possession necessary for Seller to prepare such Tax Return; provided that Seller shall have given Purchaser a written request for the necessary information within a reasonable period of time prior to the time such information is to be provided for a timely preparation of such Tax Return. If Purchaser fails or is unable to provide Seller with all necessary information with respect to any Tax Return described in clause (i) by the date or dates specified in the preceding sentence and Seller has complied with its request obligation described in such sentence, Purchaser shall prepare (or cause to be prepared) such Tax Return unless Seller expressly agrees in writing to prepare such Tax Return. Seller shall, not later than thirty (30) days prior to the original due date for any Tax Return described in clause (ii), provide Purchaser and its representatives with all information in its possession necessary for Purchaser to prepare such Tax Return, provided that Purchaser shall have given Seller a written request for the necessary information within a reasonable period of time prior to the time such information is to be provided for a timely preparation of such Tax Return. If Seller fails or is unable to provide Purchaser with all necessary information with respect to any Tax Return described in clause (ii) by the date specified in the preceding sentence and Purchaser has complied with its request obligation described in such sentence, Seller shall prepare (or cause to be prepared) such Tax Return unless Purchaser expressly agrees in writing to prepare such Tax Return; and

(iv) Purchaser and Seller shall split the cost of preparing each Tax Return covered under this Section 8.3 pro rata based on the number of days within the taxable year or taxable period covered by the Tax Return that fall on or prior to the Closing Date and the number of days within the taxable year covered by the Tax Return that fall after the Closing Date, with Seller bearing the pro rata expense for the period falling on or prior to the Closing Date, and the Purchaser bearing the pro rata expense for the period falling after the Closing Date.

(b) Filing of Tax Returns; Remittance of Tax. Purchaser shall timely file (or cause to be timely filed) all Tax Returns required to be filed by the Companies and each Companies’ Subsidiary that are not filed on or before the Closing Date and, subject to Section 8.3(c) (Pre-Filing Mechanics), shall pay all Taxes due and payable in connection therewith.

(c) Pre-Filing Mechanics. All Pre-Closing Period Tax Returns and Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with prior practices, except as required by applicable Law. The Party that is responsible for preparing any Tax Returns pursuant to this Section 8.3 (Preparation and Filing of Tax Returns and Payment of Taxes) shall deliver drafts of such Tax Returns (and a calculation of the Taxes required to be paid in connection therewith for which such other Party is liable pursuant to Section 8.1 (Allocation) and Section 8.2 (Apportionment)) to the other Party for its review and approval at least twenty (20) days prior to the due date of any such Tax Return (taking into account any valid extension), which approval shall not be unreasonably withheld or delayed. No later than two (2) days before Purchaser files any Tax Return pursuant to Section 8.3(b) (Filing of Tax Returns; Remittance of Tax), Seller shall pay to Purchaser any Taxes shown to be due and payable on such Tax Return for which Seller is liable pursuant to Section 8.1(a) (Allocation) and Section 8.2 (Apportionment).

(d) Dispute Resolution. The Parties shall act in good faith to resolve any dispute prior to the date on which a Pre-Closing Period Tax Return and a Straddle Period Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm as promptly as practicable. The fees and expenses of the accountants shall be apportioned and paid equally by Seller and Purchaser.

(e) Post-Closing Amendments. Purchaser shall not amend any Tax Returns of the Companies or any Companies’ Subsidiaries for any Tax period ending on or before the Closing Date, except as required by applicable Law or consistent with any assessments agreed to with a Governmental Entity.

Section 8.4 Cooperation; Accounting and Tax Records. In addition to the obligations set forth in Section 8.3(a)(iii) (Preparation and Filing of Tax Returns and Payment of Taxes), Seller and Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Companies and each Companies’ Subsidiary, as is reasonably requested for the preparation or filing of any Tax Returns, for the preparation for any Audit or court proceeding and for the prosecution or defense of any pending or threatened Audit or court proceeding or any assessment, proposed adjustment, deficiency, or other similar claim with any such assessment, proposed adjustment deficiency or other similar claim referred to herein as a (“Tax Claim”). Any information obtained under Section 8.3(a)(iii) (Preparation and Filing of Tax Returns and Payment of Taxes) or this Section 8.4 shall be kept confidential except (i) as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an Audit or court proceeding or defending any Tax Claim, or (ii) with the prior written consent of Seller or Purchaser, as the case may be. Seller shall provide Purchaser with all Tax Returns (and other information relating to Taxes, including all Tax work papers and files) of or relating to the Companies and each Companies’ Subsidiary (other than Tax Returns required to be filed on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than the Companies or any Companies’ Subsidiary) but including, to the extent reasonably available, pro forma federal Tax Returns of the Companies and the Companies’ Subsidiaries for any taxable year beginning on or after July 3, 2009 and ending on or before the Closing Date). Purchaser shall keep and maintain all such Tax Returns (and other information relating to Taxes) and shall make available to Seller such Tax Returns and information as reasonably required by Seller to allow Seller to satisfy its respective obligations under Article VIII (Covenants Related to Tax Matters) and Article XI (Indemnification).

Section 8.5 Transfer Taxes. Purchaser, on the one hand, and Seller, on the other hand, shall, each pay or cause to be paid one-half (¹/₂) of all sales, use, real property transfer, real property gains, transfer, stamp, registration, documentary, recording, filing or similar Taxes, if any, together with any interest thereon, penalties, fines, costs, fees, additions to Tax or additional amounts with respect

thereto (collectively, “Transfer Taxes”) incurred in connection with the purchase and sale of the Shares. Purchaser shall be responsible for preparing and timely filing any Tax Returns required with respect to any such Transfer Taxes, unless otherwise required by Law. Transfer Taxes incurred in connection with the Reorganization shall be paid solely by Seller, and Seller shall be responsible for preparing and timely filing any Tax Returns required with respect to any such Transfer Taxes, unless otherwise required by Law.

Section 8.6 Payments. Except as expressly provided otherwise in this Article VIII, any amounts owed by any Party to any other Party under this Article VIII shall be paid in cash within five (5) Business Days’ written notice from such other Party. Any amounts that are not paid within such five (5) Business Day period shall accrue interest at the Applicable Rate determined from the date the amount should have been paid.

Section 8.7 Refunds and Credits. Any Tax refunds that are received by any of the Companies or a Companies’ Subsidiary, and any amounts credited against Tax to which Purchaser or any of the Companies or a Companies’ Subsidiary becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, and Purchaser shall pay over to Seller (i) any such cash refund within fifteen (15) days after receipt thereof and (ii) the amount of actual Tax savings realized by Purchaser or the Companies or Companies’ Subsidiary at the time the Tax Return to which such credit relates is filed by Purchaser or the Companies or Companies’ Subsidiary. Any Tax refunds that are received by Seller or any of its Affiliates, and any amounts credited against Tax to which Seller or any of its Affiliates becomes entitled, that relate to Taxes of the Companies or Companies’ Subsidiary for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Seller or its Affiliates shall pay over to Purchaser (A) any such cash refund within fifteen (15) days after receipt thereof and (B) the amount of Tax savings realized by Seller or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Seller or any of its Affiliates.

Section 8.8 Tax Sharing Agreements. All tax sharing agreements between the Companies or any Companies’ Subsidiary and Seller or its Affiliates (other than the Companies or Companies’ Subsidiary) shall terminate as of the Closing Date.

Section 8.9 Adjustment to Purchase Price. All payments made pursuant to this Article VIII (other than interest payments) shall be treated by the Parties as an adjustment to the consideration paid for the Shares. In the event of a conflict between this Article VIII and any other provision of this Agreement, this Article VIII shall govern and control.

Section 9.1 Conditions to Each Party’s Obligations to Effect the Closing. The obligation of each Party to consummate the Closing shall be subject to the satisfaction or waiver by all Parties on or prior to the Closing Date of each of the following conditions:

(a) (i) No Law shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Closing; and (ii) there shall be no order or injunction of a court or Governmental Agency of competent jurisdiction in effect that prohibits the consummation of the Closing.

(b) Any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated.

Section 9.2 Additional Conditions to Obligations of Purchaser to Effect the Closing. The obligation of Purchaser to consummate the Closing shall be subject to the satisfaction or waiver by Purchaser on or prior to the Closing Date of each of the following additional conditions:

(a) In the case of each representation and warranty in Article III and Article IV, except for any inaccuracy that, when taken together with all other inaccuracies in the representations and warranties in Article III and Article IV, has not had and would not reasonably be expected to have, in the aggregate, a Material Adverse Effect with respect to the Companies, such representation and warranty, without taking into account any materiality, material adverse effect or Material Adverse Effect with respect to the Companies qualification therein, either (i) shall be accurate as of the Closing Date as though restated on and as of such date or (ii) if such representation and warranty, by its terms, is made as of a date specified therein, shall be accurate as of such date. Seller shall have performed and complied with, in all material respects, all material agreements, covenants and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. Purchaser shall have received from Seller a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer or other appropriate representative thereof.

(b) Purchaser shall have received true and complete copies, certified by the secretary or an assistant secretary of Seller (or equivalent officer), of the resolutions duly and validly adopted by the board of directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which Seller or an Affiliate of Seller is a party and the consummation of the transactions contemplated hereby and thereby.

(c) Purchaser shall have received all of the agreements, documents and items specified in Section 2.4 (Deliveries by Seller Relating to the Transaction), including all Ancillary Agreements.

(d) Seller shall have delivered a properly and timely executed statement issued by the Companies pursuant to Section 1.897-2(h) of the Treasury Regulations under the Code certifying that the Shares do not constitute a “U.S. real property interest,” as such term is defined in the Code.

Section 9.3 Additional Conditions to Obligations of Seller to Effect the Closing. The obligations of Seller to consummate the Closing shall be subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following additional conditions:

(a) In the case of each representation and warranty in Article V, except for any inaccuracy that, when taken together with all other inaccuracies in the representations and warranties in Article V, has not had and would not reasonably be expected to have, in the aggregate, a Material Adverse Effect with respect to Purchaser, such representation and warranty, without taking into account any materiality, material adverse effect or Material Adverse Effect with respect to Purchaser qualification therein, either (i) shall be accurate as of the Closing Date as though restated on and as of such date or (ii) if such representation and warranty, by its terms, is made as of a date specified therein, shall be accurate as of such date. Purchaser and Grupo Bimbo shall each have performed and complied with, in all material respects, all material agreements, covenants and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. Seller shall have received from Purchaser a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer or other appropriate representative thereof.

(b) Seller shall have received true and complete copies, certified by the secretary or an assistant secretary of Purchaser (or equivalent officer), of the resolutions duly and validly adopted by the board of directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which Purchaser or a Purchaser Designee is a party and the consummation of the transactions contemplated hereby and thereby.

(c) Seller shall have received all of the agreements, documents and items specified in Section 2.5 (Deliveries by Purchaser Relating to the Transaction), including the Closing Date Purchase Price and all Ancillary Agreements.

Section 10.1 Termination. The Closing Transactions may be terminated or abandoned at any time prior to the Closing Date:

(b) by either Seller or Purchaser on prior written notice to the other if any Governmental Entity shall have issued an order, decree or ruling or taken any other action which permanently restrains, enjoins or otherwise prohibits the consummation of the Closing Transactions and such order, decree, ruling or other action shall have become final and non-appealable;

(c) by either Seller or Purchaser if the Closing shall not have occurred by the first Business Day following the date that falls twelve (12) months after the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(d) by Purchaser if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Seller contained in this Agreement such that the conditions set forth in Section 9.2(a) (Additional Conditions to Obligations of Purchaser to Effect the Closing) would not be satisfied and such breach has not been cured by Seller within thirty (30) days after Seller’s receipt of written notice of such breach from Purchaser (or in the case of any breach of the representations set forth in Section 3.5 (Litigation) or Section 4.12 (Litigation) has not been cured prior to the Termination Date); provided that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.1(d) if Purchaser is then in material breach of any of its covenants or agreements contained in this Agreement;

(e) by Seller, if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Purchaser or Grupo Bimbo contained in this Agreement such that the conditions set forth in Section 9.3(a) (Additional Conditions to Obligations of Seller to Effect the Closing) would not be satisfied and such breach has not been cured by Purchaser or Grupo Bimbo, as the case may be, within thirty (30) days after Purchaser’s or Grupo Bimbo’s, as the case may be, receipt of written notice of such breach from Seller (or in the case of any breach of the representations set forth in Section 5.6 (Litigation) has not been cured prior to the Termination Date); provided that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1(e) if Seller is then in material breach of any of its covenants or agreements contained in this Agreement;

(a) In the event that (i) this Agreement has been terminated by either Seller or Purchaser pursuant to Section 10.1(b) (Termination) (in the case of any order, decree or ruling or any other action in respect of or under the HSR Act or any other applicable antitrust, competition, or trade regulation Law) or Section 10.1(c) (Termination), and (ii) the condition set forth in Section 9.1(a)(ii) (Conditions to Each Party’s Obligations to Effect the Closing) (in the case of any order or injunction arising out of any suit, action or Proceeding brought by any Person or Governmental Entity in respect of or under the HSR Act or any other applicable antitrust, competition, or trade regulation Law) or in Section 9.1(b) has not been satisfied as of the date of such termination but all other conditions to Closing set forth in Section 9.1 (Conditions to Each Party’s Obligations to Effect the Closing) and Section 9.2 (Additional Conditions to Obligations of Purchaser to Effect the Closing) shall otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which conditions would have been satisfied if the Closing Date were the date of such termination), then concurrently with such termination (in the case of a termination by Purchaser) or within three (3) Business Days following such termination (in the case of a termination by Seller), Purchaser shall pay to Seller a fee equal to U.S.$100,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to a bank account provided to Purchaser by Seller.

(b) In the event of the termination of this Agreement in accordance with Section 10.1 (Termination), this Agreement shall become null and void and of no further force or effect except: (i) the provisions of Section 6.2(b) (Access; Confidentiality), Section 6.4 (Publicity), this Article X, Article XII (Guaranty of Grupo Bimbo) and Article XIV (Miscellaneous) shall survive any such termination; and (ii) that nothing herein shall relieve any Party from liability for fraud or a breach of this Agreement.

(a) The representations and warranties of Seller and Purchaser contained in this Agreement and any certificate delivered pursuant hereto on the date hereof or on the Closing Date shall survive the Closing for a period of eighteen (18) months after the Closing Date (the “Survival Period”); provided, however, that:

(i) the representations and warranties of Seller in Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.3 (Execution; Validity of Agreement), Section 3.6 (Brokers or Finders), Section 4.1 (Ownership and Possession of Shares), Section 4.2 (Capitalization) and Section 4.3 (Subsidiaries) shall survive until the expiration of the applicable statute of limitations, if any, applicable to the matters addressed therein;

(ii) the representations and warranties of Seller in Section 4.16 (Tax Matters) shall survive until thirty (30) days after the expiration of the applicable statute of limitations (after giving effect to any extension thereof), if any, applicable to the matters addressed therein (the representations and warranties referred to in clauses (i) and (ii) of this Section 11.1 being the “Core Representations”);

(iii) the representations and warranties of Seller in Section 4.13 (Environmental Matters) shall survive until the fifth (5^th) anniversary of the Closing Date;

(iv) all representations and warranties related to any item of the Closing Balance Sheet used to determine the Final Adjusted Aggregate Net Indebtedness or Final Adjusted Net Working Capital shall survive only until the Closing Balance Sheet has been finally determined pursuant to Section 2.6 (Purchase Price Adjustment);

(v) the representations and warranties of Purchaser in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), Section 5.7 (Brokers or Finders) shall survive until the expiration of the applicable statute of limitations, if any, applicable to the matters addressed therein; and

(vi) the representations and warranties of Seller in the first sentence of Section 4.17(h) (Intellectual Property) shall survive with respect to each Legacy Export Territory until the earlier of (A) the date that is eighteen (18) months after the issuance of notice pursuant to Section 2.6 of the Outside North America License Agreement by the Licensee that it has the good faith intent to begin Commercializing Field Products in such Legacy Export Territory (as each term is defined in the Outside North America License Agreement) or (B) the date that is forty-two (42) months after the Closing Date.

(b) The covenants and agreements of Seller and Purchaser contained in this Agreement and any certificate delivered pursuant hereto on the date hereof or on the Closing Date shall survive the Closing in accordance with their respective terms.

Section 11.2 Indemnification by Seller. Except as provided in Section 11.4 (Indemnification for Taxes) and subject to this Article XI, from and after the Closing, Seller shall save, defend, indemnify and hold harmless Purchaser and its Affiliates, and each of their respective officers, directors, employees, representatives, agents and permitted successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against any and all losses, damages, liabilities, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable and documented attorneys’ fees, costs and other reasonable and documented out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”) to the extent resulting from:

(a) any breach of any representation or warranty made by Seller contained in this Agreement or any certificate delivered pursuant hereto to which Seller is a party, or any failure of any such representation and warranty (other than those expressly given as of a specified date on or prior to the date of this Agreement) to be true and complete as of the date hereof and as of the Closing Date, in all cases without giving effect to any Material Adverse Effect or other materiality qualification, limitation or exception contained in such representations and warranties except with respect to Section 4.4 (Financial Statements), Section 4.5 (Absence of Certain Changes or Events; No Undisclosed Liabilities; Financial Debt), Section 4.7(a)(xiii) (Material Contracts) and Section 4.16 (Tax Matters);

(b) any breach of any covenant or agreement by Seller contained in this Agreement or any certificate delivered pursuant hereto to which Seller is a party dated the date hereof or the Closing Date;

(c) any Liabilities arising (i) under Seller’s equity or equity-based plans in accordance with the terms thereof, (ii) with respect to payment obligations under any retention agreements Seller, the Companies or the Companies’ Subsidiaries enter into in accordance with Section 6.1(b)(xiv) (Interim Operations of the Companies); or (iii) with respect to the resignation or termination of employment (including for severance benefits, if applicable) of any employee pursuant to Section 6.8(b) (Reorganization) and any TSA Employee to whom an offer of employment is made by Purchaser pursuant to the first sentence of Section 7.1(p) (Employee Matters); or

Section 11.3 Indemnification by Purchaser. Subject to this Article XI, from and after the Closing, Purchaser shall save, defend, indemnify and hold harmless Seller and its Affiliates, and each of their respective officers, directors, employees, representatives, agents and permitted successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting from:

(a) any breach of any representation or warranty made by Purchaser contained in this Agreement or any certificate delivered pursuant hereto to which Purchaser is a party, or any failure of any such representation and warranty (other than those expressly given as of a specified date on or prior to the date of this Agreement) to be true and complete as of the date hereof and as of the Closing Date, in all cases without giving effect to any Material Adverse Effect or other materiality qualification, limitation or exception contained in such representations and warranties;

(b) any breach of any covenant or agreement by Purchaser contained in this Agreement or any certificate delivered pursuant hereto to which Purchaser is a party dated the date hereof or the Closing Date;

(c) any Liabilities arising under Title IV of ERISA with respect to any Companies Multiemployer Plan attributable to the contribution histories assumed by the Purchaser or any contribution history of the Purchaser;

(d) any Liabilities relating to the amounts transferred from the Seller Pension Plan to the Purchaser Pension Plan;

(g) all Liabilities arising with respect to annual cash incentives payable to the Affected Employees for the fiscal year of Seller in which the Closing Date occurs to the extent accrued on the financial statements of the Companies;

(h) all Liabilities with respect to the termination of employment (including for severance benefits, if applicable) of any TSA Employee to whom an offer of employment is not made pursuant to the first sentence of Section 7.1(p) (Employee Matters) and any other TSA Employee to the extent Seller elects to lawfully terminate any such TSA Employee;

(j) any co-employment Liabilities relating to any Transferred GIS Employee incurred by Seller or any of its Affiliates for the period beginning on the Closing Date and ending, with respect to each Transferred GIS Employee, on the earliest to occur of (i) the date on which the “FSS/GIS Service Period” (as such term is defined in the Seller Transition Services Agreement) ends, (ii) the date Seller no longer needs the services of such Transferred GIS Employee, or (iii) such date as is agreed upon by the Parties.

(a) Subject to this Article XI, from and after the Closing and until thirty (30) days following the expiration of the applicable statute of limitations (after giving effect to any extension thereof) on assessment of the relevant Tax, (i) Seller shall, subject to Section 8.1(c) (Allocation) and Section 8.1(d) (Allocation) save, defend, indemnify and hold harmless Purchaser Indemnified Parties, on a dollar for dollar basis, without duplication, from and against all Losses incurred by Purchaser Indemnified Persons that (A) arise out of any breach by Seller of any of Seller’s representations and warranties under Section 4.16 (Tax Matters), (B) arise out of any breach by Seller of any of Seller’s covenants under Section 6.1(b)(xxvi) (Interim Operation of the Companies), or (C) are attributable to Taxes for which Seller is liable under Article VIII and (ii) Purchaser shall save, defend, indemnify and hold harmless Seller Indemnified Parties, on a dollar for dollar basis, from and against all Losses incurred by Seller Indemnified Parties that are attributable to Taxes for which Purchaser is liable under Article VIII.

(b) Notwithstanding any other provision of this Agreement, the Parties agree that any obligation that the Parties may have under this Agreement with respect to indemnification for Taxes under this Section 11.4 shall be limited to Tax Claims made by any Governmental Entity within thirty (30) days after the expiration of the applicable statute of limitations (after giving effect to any extension thereof).

(a) In order for a Purchaser Indemnified Party or Seller Indemnified Party (as applicable, the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement, as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver written notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 11.5 except and only to the extent, if any, that the Indemnifying Party is actually prejudiced by such failure.

(b) Except with respect to a Tax Claim, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of written notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, however, that if in the reasonable opinion of counsel for the Indemnified Party, there is an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, or then has the right to assume the defense in accordance with this Section 11.5(b), the

Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld or delayed) unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. Notwithstanding the foregoing, an Indemnified Party shall have the right to retain control of the defense of any Third Party Claim in those instances where such Indemnified Party has reasonably anticipated potential Losses in an amount that is materially greater than the remaining amount available under the Cap; provided that if the Indemnified Party exercises this right, it shall (x) consult with the Indemnifying Party with respect to the defense of the Third Party Claim and (y) not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, the provisions of this Section 11.5(b) shall not apply to a Third Party Claim that is a Tax Claim.

(c) If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver written notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 11.5, except and only to the extent, if any, that the Indemnifying Party is actually prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters (provided, that the Indemnified Party shall not be required to make available any such records, materials or information that is subject to attorney-client or other legal privilege if making available any such records, materials or information would result in a violation or waiver of such privilege), furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

(d) Seller shall control the conduct, through its own counsel at its sole expense and with the participation of Purchaser, of any Audit or court proceeding relating to any Tax Claim involving any asserted Liability with respect or relating solely to any Taxes for which Seller would be liable under this Agreement. Seller shall have all rights to settle, compromise or concede such Tax Claim and Purchaser shall reasonably cooperate and shall cause the Companies and each Companies’ Subsidiary to reasonably cooperate; provided, however, that Seller shall not settle, compromise or concede such Tax Claim in a manner that would adversely affect Purchaser or any of the Companies or a Companies’ Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Neither Party shall extend the applicable statute of limitations with respect to any Tax Return for any Tax period ending on or before the Closing Date without the consent of the other Party (which should not be unreasonably withheld, conditioned or delayed).

(e) Subject to Section 8.3(e) (Post-Closing Amendments) and Section 11.5(f) (Indemnification Procedures), Purchaser shall control the conduct, through its own counsel at its sole expense, of any Audit or court proceeding relating to any Tax Claim involving any asserted Liability with respect or relating, in whole or in part, to Taxes for which Purchaser would be liable under this Agreement, provided, that if such Tax Claim involves any asserted Liability with respect or relating to Taxes for which Seller would be liable under this Agreement, Seller shall be entitled to participate in such Audit or court proceeding. Subject to Section 8.3(e) (Post-Closing Amendments) and Section 11.5(f) (Indemnification Procedures), Purchaser shall have all rights to settle, compromise or concede any

such Tax Claim and Seller shall reasonably cooperate; provided, however, that Purchaser shall not settle, compromise or concede any Tax Claim involving any asserted Liability for Taxes for which Seller would be liable under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

(f) With respect to any Audit or court proceeding relating to any Tax Claim involving any asserted Liability with respect to or relating to any Straddle Period that involves Taxes for which both Purchaser and Seller would be liable under this Agreement, Purchaser and Seller shall jointly control the conduct of any such Audit or court proceeding, through counsel of their own choosing and expense; provided, however, that neither Purchaser nor Seller shall settle, compromise or concede such Tax Claim in a manner that would adversely affect the other Party without the prior written consent of such Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(g) With respect to any indemnification claim under this Article XI related to an alleged breach of any representation or warranty in Section 4.13 (Environmental Matters), the following additional provisions shall apply:

(i) Losses identified as a result of physically invasive testing of soil or subsurface strata, sediment, surface water, or groundwater undertaken by or on behalf of the Indemnified Party at any Owned Properties or Leased Properties shall be recoverable under this Article XI, except to the extent that the Indemnifying Party demonstrates that such testing was: (i) not required by Environmental Laws or by a Governmental Entity with authority under Environmental Laws, (ii) not a necessary or reasonably appropriate response to any Third Party Claim or Proceeding, and (iii) not conducted for a legitimate business purpose (from the perspective of a reasonable business person acting without regard to the availability of indemnification hereunder) including conducting audits, engineering or construction studies.

(ii) The notice of claim provided by the Indemnified Party under Section 11.5(a) or Section 11.5(c) (Indemnification Procedures) shall describe any Remedial Actions believed to be necessary to satisfy the claim.

(iii) In connection with the performance of any Remedial Action that is the subject of an indemnity claim under this Agreement, Purchaser shall (A) use commercially reasonable efforts to consult with the other Party in good faith prior to conducting any Remedial Action, (B) provide copies of material documents to the other Party and a reasonable opportunity for the other Party to comment on such documents prior to submission to any third party, (C) keep the other Party reasonably informed relating to the progress of the Remedial Action, (D) permit the other Party and its representatives, at their own expense, to observe any Remedial Action and obtain split or duplicate samples, and (E) select counsel, contractors, consultants and other representatives of recognized standing and competence.

(iv) Any Remedial Action performed by the Indemnified Party shall be performed in accordance with methods reasonably estimated to mitigate costs (from the perspective of a reasonable business person acting without regard to the availability of indemnification hereunder) for performing a particular Remedial Action, taking into account the industrial uses of any real property, to achieve compliance with (and in a manner consistent with) Environmental Laws or an order, judgment or determination by a Governmental Entity, it being understood that such methods shall include, where appropriate, risk-based remedies or remedial standards, institutional or engineering controls or deed restrictions on real property, except that the Indemnified Party may perform a Remedial Action that is more expensive than the foregoing if the Indemnified Party bears the incremental costs and expenses.

(v) The Losses recoverable shall not include amounts associated with (A) the Indemnified Party’s failure to maintain an institutional control or environmental land use control established on an Owned Property or Leased Property in connection with a Remedial Action; or (B) the use of any Owned Property or Leased Property for any non-industrial use.

(a) Except with respect to a Tax Claim, no claim may be asserted against either Party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 11.1 (Survival), in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.

(i) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by all Purchaser Indemnified Parties pursuant to Section 11.2(a) (Indemnification by Seller) shall be U.S.$180,000,000 (the “Cap”); provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Purchaser Indemnified Party that arise from (A) a breach or inaccuracy of a Core Representation or (B) fraud of Seller (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Seller Special Losses”). The maximum aggregate liability of Seller for any indemnification claims (arising from Seller Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price; provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Seller (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction);

(ii) Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller equals or exceeds U.S.$18,000,000 (the “Deductible Amount”), in which case Seller shall be liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses may be claimed by any Purchaser Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of (A) U.S.$250,000 in respect of any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) as a result of the breach of Section 4.12 (Litigation) and (B) U.S.$100,000 (the “Minimum Loss Amount”) in all other cases, in each case, resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to any indemnification claims for Seller Special Losses or for any Losses described in Section 11.4 (Indemnification for Taxes);

(iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser by all Seller Indemnified Parties pursuant to Section 11.3(a) (Indemnification by Purchaser) shall be the Cap; provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Seller Indemnified Party that arise from (A) a breach or inaccuracy of Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), Section 5.7 (Brokers or Finders) or (B) fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such

Losses as set forth in clauses (A) and (B), “Purchaser Special Losses”). The maximum aggregate liability of Purchaser for any indemnification claims (arising from Purchaser Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price, provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction);

(iv) Purchaser shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a) (Indemnification by Purchaser) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser equals or exceeds the Deductible Amount, in which case Purchaser shall be liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses for a claim under Section 11.3(a) (Indemnification by Purchaser) may be claimed by any Seller Indemnified Party or shall be reimbursable by Purchaser or shall be included in calculating the aggregate Losses for purposes of this clause (iv) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to any indemnification claims for Purchaser Special Losses;

(v) no Party shall have any Liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue whether or not expected, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent that such damages are specifically included in Third Party Claims and result in Losses; and

(vi) any claim for indemnification under this Section 11.6 by any Party shall be bona fide and made in good faith.

(c) For all purposes of this Section 11.6 (and for the avoidance of doubt, for all purposes of Section 11.4 (Indemnification for Taxes)), “Losses” shall be net of any (i) insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax Benefit realized by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification.

(d) Purchaser and Seller shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim, liability or Loss. If Purchaser or Seller shall fail to make such commercially reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other Party shall not be required to indemnify any Person for any claim, liability or Loss that would reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the foregoing, Purchaser and Seller shall, or shall cause the applicable Indemnified Party to, use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder.

Section 11.7 Assignment of Claims. If any Indemnified Party receives any payment from any Indemnifying Party in respect of any Losses pursuant to this Section 11.7 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a ”Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign, on a non-recourse basis and without any representation or warranty, such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Person to recover from the Potential Contributor the amount of such payment. If any such assignment would afford the Potential Contributor

any defense to the payment of the same, such assignment shall not take place and the Indemnified Party will, at Indemnifying Party’s direction and expense, take all reasonable actions to seek to recover such claim from such Potential Contributor. Any payment received in respect of such claim against the Potential Contributor (whether by the Indemnifying Person or the relevant Indemnified Party as provided in the immediately preceding sentence) shall be distributed, (i) first, to the Indemnifying Person in an amount equal to the aggregate payments made by the Indemnifying Person to the Indemnified Party in respect of such claim, plus the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, (ii) second, to the Indemnified Party in the amount of any deductible or similar amount required to be paid by the Indemnified Party prior to the Indemnifying Person being required to make any payment to the Indemnified Party plus, in the case of any claim by the Indemnified Party as provided in the immediately preceding sentence, the costs and expenses incurred in investigating, prosecuting, defending or otherwise addressing such claim, and (iii) third, the balance, if any, to the Indemnified Party.

Section 11.8 Tax Effect of Indemnification Payments. All indemnity payments made pursuant to this Article XI shall be treated for all Tax purposes as adjustments to the consideration paid with respect to the Shares.

Section 11.9 Indemnification for Assumed Business Liabilities. Purchaser shall save, defend, indemnify and hold harmless Seller Indemnified Parties from and against any and all Losses to the extent resulting from any Assumed Business Liabilities, and such obligation to save, defend, indemnify and hold harmless shall survive until the sixth (6^th) anniversary of the Closing Date (it being understood and agreed that if a claim is made by a Seller Indemnified Party under this Section 11.9 prior to such sixth (6^th)anniversary, the obligation of Purchaser to indemnify with respect to such claim shall continue until such claim is resolved and any amounts with respect to such claim are paid); provided that:

(a) no indemnification shall be available for Liabilities that, if asserted against or suffered by the Companies or the Companies’ Subsidiaries, would be subject to indemnification under Section 11.2 (Indemnification by Seller); provided that solely for the purpose of this Section 11.9, the survival period specified in Section 11.1(a) shall be extended from eighteen (18) months to thirty (30) months and the survival period specified in Section 11.1(a)(iii) shall be extended from five (5) years to six (6) years; and

(b) if and to the extent Purchaser indemnifies Seller Indemnified Parties under this Section 11.9 in respect of any Liability that if asserted against or suffered by the Companies or the Companies Subsidiaries would represent a breach of the representations and warranties provided in Article III (Representation and Warranties as to Organization, Authorization, Execution and Consents) or Article IV (Representation and Warranties as to the Companies, the Companies’ Subsidiaries and the Business), the amount of such indemnification shall count towards the Deductible Amount.

(a) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement or by reason of a Party receiving an adjustment to the Purchase Price pursuant to Section 2.6 (Purchase Price Adjustment) in connection with the facts giving rise to the right of indemnification.

(b) From and after the Closing, the exclusive remedy of each Party in connection with this Agreement and the Closing Transactions (whether under this Agreement or arising under common law or any other Law) shall be as provided in this Section 11.9, except as otherwise specified in Section 2.6 (Purchase Price Adjustment) and except for common law fraud claims.

Section 11.11 Limitation on Set-off. Neither Purchaser nor Seller shall have any right to set-off any unresolved indemnification claim pursuant to this Article XI against any payment due pursuant to Article II (Purchase and Sale) or under any other agreement.

(a) Upon the terms and subject to the conditions set forth in this Section 12.1, Grupo Bimbo irrevocably, absolutely and, except as set forth in Section 12.1(b) and the last paragraph of Section 12.2 (Absolute and Unconditional Guarantee), unconditionally guarantees to Seller the due, prompt and punctual payment and performance, by Purchaser of all of its respective payment and performance obligations under this Agreement, including any damages payable to Seller pursuant to the terms of this Agreement (the “Grupo Bimbo Guaranty”). With respect to the Grupo Bimbo Guaranty, the Person whose payment or performance is covered by such Grupo Bimbo Guaranty is referred to herein as the “Grupo Bimbo Guaranteed Person”, the Persons entitled to the benefit of a Grupo Bimbo Guaranty are collectively referred to herein as the “Beneficiary”, and the obligations guaranteed by such Grupo Bimbo Guaranty are collectively referred to herein as the “Grupo Bimbo Guaranteed Obligations.”

(b) A demand for payment or performance or an action to enforce the Grupo Bimbo Guaranty may be made, brought or prosecuted, as applicable, against Grupo Bimbo only if a Grupo Bimbo Guaranteed Obligation remains unpaid or unperformed for any reason five (5) Business Days after Seller has made a written demand for payment or performance against a Grupo Bimbo Guaranteed Person with respect to such Grupo Bimbo Guaranteed Obligation.

Section 12.2 Absolute and Unconditional Guaranty. The Liability of Grupo Bimbo under its Grupo Bimbo Guaranty shall, to the fullest extent permitted under applicable Law, be absolute and, except as set forth in Section 12.1(b) (Guaranty of Grupo Bimbo) and the last paragraph of this Section 12.2, unconditional irrespective of:

(b) the validity or genuineness of this Agreement with respect to the Grupo Bimbo Guaranteed Person;

(d) any release or discharge of any obligation of the Grupo Bimbo Guaranteed Person under this Agreement resulting from any change in the corporate existence, structure or ownership of the Grupo Bimbo Guaranteed Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Grupo Bimbo Guaranteed Person or any of its assets;

(e) any amendment or modification of this Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Grupo Bimbo Guaranteed Obligation, any escrow arrangement or other security therefor, any Liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith;

(f) the existence of any claim, setoff or other right that Grupo Bimbo may have at any time against the Grupo Bimbo Guaranteed Person, whether in connection with any Grupo Bimbo Guaranteed Obligation or otherwise; or

(g) any other act or omission relating to the Grupo Bimbo Guaranty that may or might in any manner or to any extent vary the risk of Grupo Bimbo or otherwise operate as a discharge of Grupo Bimbo as a matter of Law or equity.

Grupo Bimbo agrees, provided that a Grupo Bimbo Guaranteed Obligation remains unpaid or unperformed for any reason five (5) Business Days after Purchaser has made a written demand for payment or performance against a Grupo Bimbo Guaranteed Person with respect to such Grupo Bimbo Guaranteed Obligation, the obligations of Grupo Bimbo under this Grupo Bimbo Guaranty shall be unconditional, but subject to all defenses that any Grupo Bimbo Guaranteed Person may have under this Agreement.

Section 12.3 Beneficiaries. No Beneficiary shall be obligated to file any claim relating to any Grupo Bimbo Guaranteed Obligation in the event that the Grupo Bimbo Guaranteed Person becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiary to so file shall not affect Grupo Bimbo’s obligations hereunder. In the event that any payment to the Beneficiary in respect of any Grupo Bimbo Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, Grupo Bimbo shall remain liable hereunder with respect to the Grupo Bimbo Guaranteed Obligation as if such payment had not been made.

Section 12.4 Waivers. Grupo Bimbo irrevocably waives acceptance, presentment, demand, protest and any notice in respect of the Grupo Bimbo Guaranty not provided for herein.

Section 12.5 Consolidation or Merger. Grupo Bimbo shall require any successor, continuing entity or surviving entity to Grupo Bimbo, whether by merger, consolidation, amalgamation or other business combination, to expressly agree in writing with the Beneficiary to assume and perform the obligations of Grupo Bimbo under the Grupo Bimbo Guaranty to the extent that such successor or entity does not succeed to the obligations of Grupo Bimbo hereunder by operation of Law.

Section 12.6 Subrogation. Grupo Bimbo may not exercise any rights of subrogation or contribution, whether arising by contract or operation of Law (including any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it in respect of the Grupo Bimbo Guaranty unless and until all of the Grupo Bimbo Guaranteed Obligations have been paid in full.

(a) At the request of Purchaser, and at Purchaser’s expense, Seller shall reasonably cooperate with, and use reasonable best efforts to assist, Purchaser in recovering under the Seller Insurance Policies for claims with respect to the Business existing or arising from any past acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur (including loss under property insurance coverage) prior to the Closing or any conditions existing or alleged to have existed prior to the Closing; and

(b) Seller shall use reasonable best efforts, subject to the terms of the Seller Insurance Policies, to preserve and retain the right to make claims and receive recoveries under the Seller Insurance Policies for the benefit of the Companies and the Companies’ Subsidiaries under any Seller Insurance Policy maintained at any time prior to the Closing Date by either Seller or its Affiliates covering any loss, liability, damage or expense (to the full extent of the existing coverage) relating to the assets, business, operations, conduct, products and employees of the Business that relates to or arises out of occurrences prior to the Closing (each, a “Claim”).

Section 13.2 Control of Insurance Claims. Seller and Purchaser shall use their reasonable best efforts to cause the Purchaser and/or the Companies and the Companies’ Subsidiaries to have the right, power and authority, subject to any required consent of the insurers under the terms of the Seller Insurance Policies, in the name of the Companies and the Companies’ Subsidiaries, to:

(b) control the administration of any such Claims in accordance with the terms of the Seller Insurance Policies;

(c) pay directly any self-insurance retention or deductible amounts, and receive directly recoveries under the Seller Insurance Policies;

(d) control the prosecution, defense and/or settlement of any litigation or other proceeding by or against the Companies or any Companies’ Subsidiary in connection with Claims, in accordance with the terms of the Seller Insurance Policies; and

(e) select, arrange for the engagement of claims administrators and third party administrators to manage Claims and coverage under the Seller Insurance Policies for the benefit and account of the Companies and the Companies’ Subsidiaries and directly compensate such claims administrator and third party administrators.

Section 13.3 “Claims Made” Policies and Tail Coverage. If and to the extent that any of the Seller Insurance Policies are “claims made” policies, at the written request of Purchaser, Seller shall purchase such commercially available tail coverage for the benefit and account of the Companies and the Companies’ Subsidiaries as Purchaser may specify, provided that Purchaser shall pay the actual costs of such tail coverage either directly to the insurer(s) or by advance payment to Seller.

(a) In the event the assumption by Purchaser of direct Claims handling, administration, payments and control contemplated by Section 13.2 (Control of Insurance Claims) has not occurred by the Closing, Purchaser and Seller shall use reasonable best efforts to arrange for such Claims handling, administration, payments and control after the Closing. From the Closing until such time as direct Claims handling, administration, payments and control contemplated by Section 13.2 (Control of Insurance Claims) has occurred, if ever, Purchaser shall, or shall cause the Companies and the Companies’ Subsidiaries to, promptly pay to the insurers at the direction and on behalf of Seller, or promptly reimburse Seller for, any self-insured retention or deductible amounts paid or payable as a result of Claims against any Seller Insurance Policy (“Reimbursement Amounts”). Purchaser shall make payments for self-insured retention and deductible amounts on a monthly basis with payment being due within fifteen (15) days following delivery to the Purchaser of a statement showing the amount due for the prior monthly period. Purchaser shall make payments for third party administration fees within fifteen (15) days following Purchaser’s receipt of the quarterly report provided by Seller’s third party administrator.

(b) On or prior to the Closing, Purchaser shall enter into a standby letter of credit, in form and substance reasonably acceptable to Seller, securing the payment of the Reimbursement Amounts contemplated by this Section 13.4 (“Letter of Credit”). The initial amount of the Letter of Credit shall be determined prior to the Closing Date by an actuary employed by Aon Corporation or its Subsidiaries (or such other actuary as mutually agreed upon by the Parties if Aon Corporation and its Subsidiaries are not available) to be jointly designated by the parties (“Aon Designated Actuary”). Either Party may thereafter require not more frequently than once every twelve months a new estimate (each, an “Optional Revaluation”) by a jointly designated actuary (“Designated Actuary”) of the aggregate Reimbursement Amounts to be secured by the Letter of Credit, and the amount of the Letter of Credit shall be adjusted accordingly. The Party requesting an optional revaluation shall bear the cost of the Designated Actuary’s work. If a period of thirty-six (36) months has elapsed since the last estimate of the Reimbursement Amounts, there shall be a mandatory revaluation of the Reimbursement Amounts by a Designated Actuary (“Mandatory Revaluation”) and the amount of the Letter of Credit shall be adjusted accordingly. Purchaser and Seller shall each pay one-half the cost of the Aon Designated Actuary for work related to the initial amount of the Letter of Credit and of the Designated Actuary for any Mandatory Revaluation. Seller and Purchaser shall jointly select a Designated Actuary to perform each Optional Revaluation or Mandatory Revaluation, and the actuary selected for each such engagement may, but need not, have been previously designated for other valuation work under this Section 13.4(b).

(c) Effective as of each February 15 following the Closing Date, Purchaser may cause the face amount of the Letter of Credit to be reduced by an amount equal to the Reimbursement Amounts that were paid in the prior calendar year period, subject to any increase in the face amount of the Letter of Credit resulting from the Optional Revaluation process provided in Section 13.4(a). Additionally, if at any time, a letter of credit posted by Seller to secure payment of any coverage line, including, self-insurance, is replaced by a letter of credit posted by Purchaser (or the Companies and the Companies’ Subsidiaries, individually or in the aggregate), then the face amount of the Letter of Credit shall be reduced by such amount.

(d) Prior to the Closing, Seller shall process and pay self-insurance retention and deductible amounts, and third party administration fees, and to the extent within Seller’s control, shall use reasonable best efforts to cause the insurers of the Seller Insurance Policies to pay Claims, in the ordinary course of business, consistent with past practice. Seller specifically covenants, undertakes and agrees that it will not take any action, or fail to take any action out of the ordinary course, that would cause the payment of Claims, self-insurance retention or deductible amounts, or third party administration fees to be delayed to the post-Closing period.

Section 13.5 Release of Insurance Companies. Neither Seller nor Purchaser shall, without the prior written consent of the other (which consent shall not be unreasonably withheld or delayed), provide any insurance company with a release of, or amend, modify or waive any rights under, any insurance policy, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of Seller or Purchaser under any of the Seller Insurance Policies. However, nothing in this Section 13.5 shall (a) preclude Seller or Purchaser from presenting any claim or from exhausting any policy limit (subject, however, to compliance with Section 13.7 (Insufficient Limits of Liability for Seller Liabilities and Purchaser Liabilities)); (b) require Seller or Purchaser to pay any premium or other amount or to incur any liability (other than premiums or other amounts for which Purchaser will reimburse Seller, or liabilities for which Purchaser will indemnify Seller), or (c) require Seller or Purchaser to renew, extend or continue any policy in force.

Section 13.6 Insurance Coverage Actions. In the event that any legal action, arbitration, negotiation or other proceeding is required for coverage to be asserted against any insurer for a Claim to be perfected, in each case on behalf of the Companies or the Companies’ Subsidiaries, Purchaser shall provide Seller thirty (30)-days’ advance notice of such action. Purchaser shall not proceed under this Section 13.6 if Seller reasonably and in good faith determines that such action would adversely and materially prejudice the commercial interests of Seller. If Seller does not provide to Purchaser notice of such determination within such thirty-day period, Purchaser may commence and prosecute such action in Seller’s name, but at Purchaser’s sole expense, and shall hold harmless and indemnify Seller and its affiliates for any costs and expenses they incur in the prosecution of an action at Purchaser’s request under this Section 13.6.

Section 13.7 Insufficient Limits of Liability for Seller Liabilities and Purchaser Liabilities.

(a) Due to the operation of aggregate policy limits, the parties understand that coverage under certain of the Seller Insurance Policies could be exhausted by one or other of the parties’ covered insurance claims, or through a combination of the parties’ covered insurance claims, such that there could be insufficient coverage available for additional claims that would otherwise be entitled to coverage under a Seller Insurance Policy. To address this possibility, the parties agree that coverage under the Seller Insurance Policies shall be available to the parties on a “first come, first served” basis; subject however, to the other terms and conditions of this Section 13.7.

(b) If there are insufficient policy limits available under a Seller Insurance Policy to pay an otherwise covered insurance claim of Seller or of the Companies or any Companies’ Subsidiaries, then to the extent other insurance is not available, an adjusting payment will be made in accordance with clause (c), below.

(c) If (i) the proceeds received by one Party under a Seller Insurance Policy exceed that Party’s Shared Percentage (hereinafter defined) of the total coverage available under the Seller Insurance Policy (the “Overallocated Party”), (ii) the coverage under the Seller Insurance Policy is exhausted by the claims of one or both of the parties, and (iii) the counterparty has claims which cannot be paid under the Seller Insurance Policy due to the exhaustion of the coverage limits or because the insurer has become insolvent (the “Underallocated Party”), then the Overallocated Party shall make a payment to the Underallocated Party in an amount which will result in the Underallocated Party having received, after taking into account actual insurance proceeds received by the Underallocated Party under the Seller Insurance Policy and any insolvent insurer distributions or guaranty fund payments and the adjusting payment (and previous adjusting payments made under this Section 13.7), proceeds equal to the lesser of (x) the Underallocated Party’s Shared Percentage of the total coverage or (y) the insurance policy claim(s) of the Underallocated Party. The requirement to make adjusting payments shall continue for so long as there remain any unpaid claims of the parties under the Seller Insurance Policies.

(d) A Party’s Shared Percentage shall be equal to a percentage, expressed as a fraction, the numerator of which is the total of the party’s claims under the Seller Insurance Policy and the denominator or which is the total of both parties’ claims under such Seller Insurance Policy.

(e) Each of Seller and Purchaser shall use reasonable best efforts to give prompt notice to the other if it is making a claim under a Seller Insurance Policy which it believes may exhaust the limits of such policy.

(f) If either Party reasonably and in good faith determines that additional claims payments under a Seller Insurance Policy may exhaust coverage limits and thereby cause such Party to become an Underallocated Party in the future, such party may require, by written notice to the counterparty, that an amount equal to any further claims payments received by either party under the Seller Insurance Policy shall be paid immediately to a third party escrow agent mutually selected by the parties, such amounts to be held and applied as security for the adjusting payments contemplated by clause (b).

Section 13.8 Post-Closing Insurance Coverage. Except as otherwise provided in Section 13.3 (“Claims Made” Policies and Tail Coverage), Seller shall have no responsibility for obtaining any insurance for the account or benefit of the Companies and the Companies’ Subsidiaries that covers the period commencing and continuing after the Closing Date. From and after the Closing Date, Purchaser shall be responsible for obtaining and maintaining an insurance program for the Business.

Section 13.9 Legacy Insurance Policies. As requested by Purchaser, Seller shall cooperate with Purchaser, the Companies and the Companies’ Subsidiaries on a reasonable best efforts basis to identify, preserve and secure coverage under Legacy Insurance Policies for the account and benefit of the Companies and the Companies’ Subsidiaries. Purchaser shall reimburse Seller for any actual and reasonable out-of-pocket costs incurred by Seller under this Section 13.9.

Section 13.10 Subrogation. As requested by Purchaser, Seller shall cooperate with Purchaser, the Companies and the Companies’ Subsidiaries on a reasonable best efforts basis to identify, preserve and secure subrogation rights and recoveries in respect of self-insurance or deductible amounts incurred by Purchaser, the Companies or the Companies’ Subsidiaries on a claim under a Seller Insurance Policy. Purchaser shall reimburse Seller for any actual and reasonable out-of-pocket costs incurred by Seller under this Section 13.10.

Section 14.1 Fees and Expenses. All costs and expenses incurred in connection with this Agreement and the consummation of the Closing shall be paid by the Party incurring such expenses, except as specifically provided to the contrary in this Agreement.

Section 14.2 Amendment and Modification. This Agreement and all Exhibits and Schedules hereto may be amended, modified and supplemented in any and all respects, but only by a written instrument signed by all of the Parties expressly stating that such instrument is intended to amend, modify or supplement this Agreement.

Section 14.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) when delivered, if delivered personally to the intended recipient; (b) when faxed, upon confirmation of receipt; and (c) one (1) Business Day following dispatch by an overnight courier service, such as Federal Express, and in each case, addressed to a Party at the following address for such Party (or at such other address for a Party as shall be specified by like notice):

Section 14.4 Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two (2) or more counterparts have been signed by each of the Parties and delivered to the other Parties. This Agreement may be executed and delivered by facsimile transmission or electronic transmission (e.g., pdf file), and a facsimile or electronic transmission of this Agreement or of a signature of a Party will be effective as an original.

(a) This Agreement, the Ancillary Agreements and the Confidentiality Agreement (i) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof and (ii) are not intended to confer upon any Person, other than the Parties, any rights or remedies hereunder or thereunder.

(b) Nothing in this Agreement shall constitute or be construed as an amendment or modification of any Benefit Plan or of any employee benefit plan or arrangement of Purchaser or any of its Affiliates or, in any way limit the ability of Purchaser or any of its Affiliates to amend, modify or terminate any such Benefit Plan or employment benefit plan or arrangement.

(c) Any disclosure with respect to a Section of this Agreement, including any Section of the Schedules, shall be deemed to be disclosed for other Sections of this Agreement, including any Schedules, to the extent that (i) such disclosure is reasonably sufficient so that the relevance of such disclosure would be reasonably apparent to a reader of such disclosure or (ii) such disclosure is cross-referenced to in such other section or schedule. Matters reflected in any Section of this Agreement, including any Schedule, are not necessarily limited to matters required by this Agreement to be so reflected. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Schedule shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or order by a Governmental Entity shall be construed as an admission or indication that any breach or violation exists or actually occurred.

Section 14.6 Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the Parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

Section 14.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

Section 14.8 Jurisdiction. To the fullest extent permitted by applicable Law, each Party (i) agrees that any claim, action or Proceeding by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the Closing Transactions shall be brought only in the state courts located in New York County, in the State of New York and the Federal Courts located in the Southern District of New York located in the borough of Manhattan in the City of New York, New York County (collectively, the “New York Courts”), (ii) agrees to submit to the exclusive jurisdiction of the New York Courts for purposes of all legal Proceedings arising out of, or in connection with, this Agreement or the Closing Transactions, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court or any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum, (iv) agrees

that mailing of process or other papers in connection with any such action or proceeding in the manner provided in clauses (a) or (c) of Section 14.3 (Notices) or any other manner as may be permitted by Law shall be valid and sufficient service thereof, and (v) agrees that a final judgment in any such action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 14.9 Time of Essence. Each of the Parties hereby agrees that, with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Section 14.10 Extension; Waiver. At any time prior to the Closing Date, either Party may extend the time for the performance of any of the obligations or other acts of the other Party. Any agreement on the part of a Party to any such extension shall be valid only if set forth in an instrument in writing signed by or on behalf of such Party. The failure of either Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

(a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or agreement contained in this Agreement, the non-breaching Party shall be entitled (in addition to any remedy that may be available at Law or in equity (including monetary damages, except to the extent expressly prohibited by Article XI (Indemnification)) to seek and obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or agreement or (ii) an injunction restraining such breach or threatened breach.

(b) Each Party agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 14.11, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 14.12 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred by either Party (whether by operation of Law or otherwise) without the prior written consent of the other Party. Any transfer of any rights, interests or obligations hereunder in violation of this Section 14.12 shall be null and void.

Section 14.13 Disclaimer of Warranties. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Seller and its Affiliates make no representations or warranties with respect to any projections, forecasts or forward-looking statements provided to Purchaser. There is no assurance that any projected or forecasted results will be achieved. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III THROUGH ARTICLE IV, THE ASSETS OF THE BUSINESS ARE BEING SOLD ON AN “AS-IS, WHERE-IS” BASIS AND SELLER AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED. SELLER AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER, AND DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III THROUGH ARTICLE IV, SELLER AND ITS AFFILIATES DISCLAIM ANY WARRANTY OF TITLE OR NON-INFRINGEMENT AND ANY WARRANTY ARISING BY INDUSTRY CUSTOM OR COURSE OF DEALING.

PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III THROUGH ARTICLE IV. For the avoidance of doubt, the Parties understand and agree that (i) Seller makes no representation and warranties of any kind as to any matter concerning the Excluded Subsidiaries, or their respective assets or properties. Purchaser acknowledges and agrees that none of Seller, any of its Affiliates, any of its representatives or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts, summaries, schedules or other information heretofore made available by Seller, any of its Affiliates or its representatives to Purchaser, any of its Affiliates or any of its representatives or any information that is not included in this Agreement or the Schedules hereto, and none of Seller, any of their Affiliates, any of their representatives or any other Person will have or be subject to any Liability to Purchaser, any of its respective Affiliates or any of its representatives resulting from the distribution of any such information to, or the use of any such information by, Purchaser, any of its respective Affiliates or any of its representatives.

Section 14.14 Bulk Transfer Laws. Purchaser acknowledges that Seller will not comply with the provisions of any bulk transfer Laws of any jurisdiction in connection with the transactions contemplated by this Agreement, and Purchaser hereby waives compliance with such provisions.

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


BBU, INC.

By		/s/ authorized signer
		Name:
		Title:

By		/s/ authorized signer
		Name:
		Title:

GRUPO BIMBO, S.A.B. DE C.V.

By		/s/ authorized signer
		Name:
		Title:

By		/s/ authorized signer
		Name:
		Title:

SARA LEE CORPORATION

By		/s/ authorized signer
		Name:
		Title:

By		/s/ authorized signer
		Name:
		Title:

Step 1: Sale or distribution by Sara Lee Bakery Group, Inc. (to Seller or one of its affiliates) of Earthgrains International Holdings, Inc. and Subsidiaries.

Step 2: Distribution by EGR Resources, Inc. to Sara Lee Bakery Group, Inc. of $337,000,000 intercompany receivable (increased by the amount of any accrued interest through the date of distribution) from Earthgrains Baking Company, Inc.

Step 3: Contribution by Sara Lee Bakery Group, Inc. to Earthgrains Baking Company, Inc. of intercompany receivable received in Step 2.

Step 4: Sale or distribution by Sara Lee Bakery Group, Inc. (to Seller or one of its affiliates) of EGR Resources, Inc and Subsidiary.

Consolidated Hourly – Amount shall be calculated after the transfer of the “Asset Transfer Amount” (less the Initial Transfer Amount) from the ABA Plan pursuant to that certain Transfer Agreement dated August 30, 2005 between Seller and the Trustees of the ABA Plan (“Transfer Agreement”). To the extent that such asset transfer does not occur on or prior to the Closing Date, Purchaser and Seller will perform a post-closing true up of the funded status of the Plan as of the Closing Date to the funded status of the Plan promptly after the asset transfer.

MEPP – The amount will be the reserves for estimated complete and partial withdrawal liabilities of the Business on the Closing Date calculated in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects except as noted in Schedule 4.4(a). For avoidance of doubt, this amount shall exclude any accruals for ongoing contributions to the plans.

Business Transformation – The amount will be equal to the estimated obligations attributable to exit and restructuring activities initiated prior to the Closing Date calculated in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects except as noted in Schedule 4.4(a).

Litigation and Environmental – The amount will be equal to reserves attributable to pending legal proceedings, claims and environmental actions by government agencies attributable to the period prior to the Closing Date calculated in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects, except as noted in Schedule 4.4(a)

ABA – To the extent the ABA Plan, after reflecting the PBGC Determination that they will assume approximately $82.4M in underfunding attributable to Interstate Bakery Corporation (IBC), has assets (at market value) in excess of the ERISA Funding Target (as determined by the plan’s actuary), both computed at the beginning of the Plan year in which the Closing occurs, the closing Adjustment Liabilities under Section 2.6 with respect to the ABA plan will equal $0. To the extent the ABA Plan, after adjusting for IBC as above, has assets (at market value) less than the ERISA Funding Target (as determined by the plan’s actuary), both computed at the beginning of the Plan year in which the Closing occurs, the closing Adjustment Liabilities under Section 2.6 with respect to the ABA Plan will be equal to a) the absolute difference of these amounts multiplied by b) the ratio of i) Seller contributions to ii) the total contributions of the ABA Plan, both for the Plan year preceding Closing.

Accrued Deferred Compensation – The amount will be equal to the amounts accrued with interest and dividends relating to employees and former employees of the Business on the Closing Date under the terms of the Seller’s Deferred Compensation Plan. This amount represents deferrals in the interest account and deferrals in the stock equivalent account.

RSU Awards – The amount will be equal to the fair value of restricted stock units outstanding as of the Closing Date that are attributable to employees of the Business, excluding the fair value of restricted stock units that vest contemporaneously with the Closing and are paid out by Seller. The fair value will be based upon the closing market price of Seller’s common stock on the Closing Date.

Exhibit C-1: Actuarial Assumptions and Methods for Pensions/SERPS (cont’d.)

Exhibit C-2: Actuarial Assumptions and Methods for Medical and Life OPEB Plans

Exhibit C-2: Actuarial Assumptions and Methods for Medical and Life OPEB Plans (cont’d.)

With respect to the following benefit plans, Seller shall calculate, as of Closing Date, the Adjustment Liabilities (including the Estimated Adjustment Liabilities and Final Adjustment Liabilities) as set forth under Section 2.6 in accordance with the following provisions of this Exhibit C-3.

The Adjustment Liabilities shall be equal to a) the Present Value (as defined below) of all benefits transferred to or assumed by the Purchaser or Purchaser’s benefit plans in accordance with Section 7.1, less b) the value of assets transferred to Purchaser or to Purchaser’s benefit plans pursuant to Section 7.1; both a) and b) determined as of the Closing Date.

For purposes of this Exhibit C-3, “Present Value” shall be determined using the assumptions set forth on Schedule C-1 (for pension benefits) or C-2 (for Other Post Employment Benefits).

Present Value shall be calculated in accordance with the principles of GAAP (ASC 715-30 and ASC 715-60) using the plan provisions in effect as of the Closing.

Seller shall provide to Purchaser reasonably sufficient data to be able to verify the calculation of the Present Values determined under this Exhibit C-3.

THIS NORTH AMERICA TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated [ ], 2011 (the “Effective Date”), is made by and between [Name of Licensor], a [ ] (hereafter referred to as “Licensor”), Grupo Bimbo, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (hereafter referred to as “Licensee”), and Sara Lee Corporation, a corporation organized under the laws of Maryland, solely for the purposes set forth on the signature page hereto (“Stella”, and together with Licensor and Licensee, the “Parties”).

WHEREAS, BBU, Inc. a corporation incorporated under the laws of the State of Delaware, as “Purchaser”, Stella as “Seller”, and Licensee are parties to that certain Share Purchase Agreement, dated as of November [__], 2010 (the “Share Purchase Agreement”), pursuant to which, among other things, Purchaser provides for the purchase by Purchaser from Seller of all of the capital stock of Sara Lee Bakery Group, Inc. and Sara Lee Vernon, LLC, companies holding certain intellectual property and other assets directed at Commercializing (as hereafter defined) the Field Products (as hereafter defined) in the Territory (as hereafter defined);

WHEREAS, Licensor is a special purpose entity created pursuant to that certain Limited Liability Company Agreement entered into by Stella and Licensee as of [__];

WHEREAS, pursuant to that certain Contribution Agreement, dated on the date hereof (the “Contribution Agreement”), among Seller, certain Affiliates of Seller and Licensor, Seller and certain Affiliates of Seller contributed to Licensor the Core Trademarks (as hereafter defined), which such Trademarks are directed at Commercializing the Field Products, as well as other products Commercialized by Stella and its Affiliates, which such other products are not subject to this Agreement; and

WHEREAS, as a result of the Contribution Agreement, Licensor is the owner of the Core Trademarks; and

WHEREAS, as contemplated by the Share Purchase Agreement and as a material component and condition thereof, Licensor has agreed to grant Licensee the right to use the Licensed Core Trademarks for use in connection with Commercializing the Field Products in the Territory under the terms and conditions hereafter set forth; and

WHEREAS, Licensor is concurrently entering into a trademark license agreement of even date herewith under which Licensor is granting to Stella the right to use the Core Trademarks in connection with Commercializing in the Territory certain products identified in the Brand Perimeter Map (as hereafter defined) (the “Stella License Agreement”).

NOW THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.1 Definitions. For all purposes of this Agreement, the following terms shall have the following meanings:¹

“Brand Identity Book” shall mean those documents set forth in Exhibit C, as the same may be amended from time to time in accordance with the terms of this Agreement.

“Brand Perimeter Map” shall mean the chart set forth in Exhibit A containing the combinations of the product types represented by the rows contained in such Exhibit and the trade channels (identified as “Retail” and “Foodservice” in Exhibit A) within the temperature zones (identified as “Fresh”, “Chilled” and “Frozen” in Exhibit A) represented by the columns contained in such Exhibit, which such chart may be amended from time to time in accordance with this Agreement. For purposes of Exhibit A, “Par-Baked” means Field Products that Licensee Commercializes to retail customers who fully bake such Field Products before Commercializing them to end consumers.

“Commercialize” (together with its correlatives “Commercializing” and “Commercialization”) shall mean, with respect to any products, the act of manufacturing, producing, making, importing, marketing, labeling, selling, offering for sale, distributing, transferring, packaging, advertising, online activities, promoting, copying, publishing, displaying, using, and/or otherwise commercially exploiting such products, including through any other means now or hereafter developed.

“Confidential Information” shall mean all confidential and proprietary information and materials exchanged by the Parties to which a Party has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the exercise of rights or the performance of obligations under this Agreement. For the avoidance of doubt, the terms and conditions of this Agreement shall be considered Confidential Information.

“Core Trademarks” shall mean any Trademarks and domain names owned or controlled by Licensor.

“Enforcement Action” shall mean any third party action or proceeding, including infringement, opposition, revocation, invalidity, or cancellation actions, that might be brought with respect to an infringement or dilution of any of the Core Trademarks or in relation to any act or thing which might materially harm the validity or enforceability of, or the goodwill associated with, any of the Core Trademarks.

“Excluded Core Trademarks” shall mean the Core Trademarks listed or identified on Exhibit D.

“Field” shall mean all bakery products, including fresh, chilled, frozen, fully-baked and par-baked products (including the products identified in the Brand Perimeter Map), and including, in any temperature class, retail and foodservice channels (including institutions, restaurants, hotels, vending machines, distributors, etc.).

“Indicative No Use Products” shall mean those products (as relates to particular temperature classes and trade channels) identified on the Brand Perimeter Map, as “No Use” combinations.

“Indicative Transition Products” shall mean those Indicative Type 1 Products identified on the Brand Perimeter Map as “Brand Transition” designations denoted by an asterisk.

“Indicative Type 1 Products” shall mean those products (as relates to particular temperature classes and trade channels) identified on the Brand Perimeter Map as falling within Licensee’s rights. For the avoidance of doubt, Indicative Type 1 Products shall include those products (as relates to particular temperature classes and trade channels) identified on the Brand Perimeter Map as “Brand Transition” designations.

“Indicative Type 2 Products” shall mean those products (as relates to particular temperature classes and trade channels) identified on the Brand Perimeter Map as falling within Stella’s rights.

“Licensed Core Trademarks” shall mean all Core Trademarks, excluding the Excluded Core Trademarks.

“Licensee” shall have the meaning set forth in the first paragraph and shall include its permitted successors and permitted assigns.

“Licensor” shall have the meaning set forth in the first paragraph and shall include its permitted successors and permitted assigns.

“No Use Products” shall mean all Indicative No Use Products and any other products within the Field (including those similar to or evolutions of Indicative No Use Products) that, in light of their nature, temperature class and trade channel, are more closely related to Indicative No Use Products than Indicative Type 1 Products or Indicative Type 2 Products.

“Other Licensee” shall mean any authorized licensee of Licensor with respect to any of the Core Trademarks.

“Potential Contributor” shall have the meaning set forth in Section 12.3(b).

“Share Purchase Agreement” shall have the meaning set forth in the recitals.

“Stella” shall have the meaning set forth in the first paragraph and shall include its permitted successors and permitted assigns.

“Stella License Agreement” shall have the meaning set forth in the recitals.

“Steering Committee” shall mean the steering committee formed pursuant to the Steering Committee Agreement.

“Steering Committee Agreement” shall mean the Steering Committee Agreement, agreed to by [ ] and [ ] on the same date hereto, and included as an exhibit to the [LLC Agreement].

“Tax Benefit” shall mean the net present value (based on a six percent (6%) discount rate) of any reasonably expected reduction in actual cash Tax liability of a Party (or a group of corporations including the Party) (including by deduction, reduction of income by virtue of increased Tax basis, entitlement of refund, credit or otherwise) assuming a forty percent (40%) effective tax rate. The Party receiving such Tax Benefit shall provide the other Party with its calculation of such amount, providing sufficient specificity to allow a reasonable level of review. To the extent that the other Party objects to the calculation of such amount, the Parties shall cooperate in good faith to resolve any disagreement related thereto; provided that such cooperation shall not require disclosure of either Party’s Tax Returns.

“Territory” shall mean Canada, Mexico and the United States of America, in each case including each of their respective territories and possessions.

“Third-Party Claim” shall mean any claim brought by a Person that is not a Party against any Indemnified Party based on use by or on behalf of Licensee or any Affiliate or sublicensee thereof, of the Licensed Core Trademarks in connection with Field Products (including with respect to product liability or Trademark infringement), or based on any product or service using the Core Trademarks that is Commercialized by or on behalf of Licensee or any of its Affiliates.

“Transition Products” shall mean all Indicative Transition Products and any other products within the Field (including those similar to or evolutions of Indicative Transition Products) that, in light of their nature, temperature class and trade channel, are more closely related to Indicative Transition Products than Indicative No Use Products, Indicative Type 1 Products (other than Indicative Transition Products) or Indicative Type 2 Products.

“Type 1 Products” shall mean all Indicative Type 1 Products and any other products within the Field (including those similar to or evolutions of Indicative Type 1 Products) that, in light of their nature, temperature class and trade channel, are more closely related to Indicative Type 1 Products than Indicative Type 2 Products or No Use Products. Notwithstanding the foregoing, Type 1 Products shall exclude Transition Products in the Territory for four (4) years following the Effective Date.

“Type 2 Products” shall mean all Indicative Type 2 Products and any other products within the Field (including those similar to or evolutions of Indicative Type 2 Products) that, in light of their nature, temperature class and trade channel, are more closely related to Indicative Type 2 Products than Indicative Type 1 Products or No Use Products. Notwithstanding the foregoing, Type 2 Products shall include Transition Products in the Territory for four (4) years following the Effective Date.

(a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(e) All Exhibits or Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein.

(g) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(j) All payments and adjustments under this Agreement shall be made in U.S. Dollars.

2.1 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive (even as to Licensor, but subject to Section 2.2), perpetual, irrevocable, non-terminable, non-sublicensable (except in accordance with Section 2.4), non-transferable (except in accordance with Section 16), royalty-free license to use the Licensed Core Trademarks in the Territory solely to Commercialize Field Products in the Territory. Licensee shall not use any of the Licensed Core Trademarks except as expressly provided in this Agreement. Subject to the terms and conditions of this Agreement, the license granted hereunder shall include the right to undertake any business activities incidental or related thereto, including the creation of ancillary promotional materials and merchandise (e.g., materials and merchandise in connection with independent operator (I/O) advertising agreements) related to the Field Products.

2.2 Notwithstanding anything to the contrary in this Agreement, including the grant of rights set forth in Section 2.1, (a) Licensee shall not use the Licensed Core Trademarks to sell, market or distribute any Transition Products in the Territory for four (4) years following the Effective Date, and (b) Licensor shall have the right to grant, in the Stella License Agreement, the right to Stella to use the Licensed Core Trademarks to Commercialize Transition Products in the Territory for four (4) years after the Effective Date, the scope of such license to also contain

rights consistent with the rights granted to Licensee pursuant to Section 2.4. At the end of such four year period, Section 2.2(a) shall have no further effect, and (i) Licensee’s exclusive rights to Transition Products will be the same as its rights to other Type I Products, and (ii) Licensor shall, and cause Stella to, cease any Commercialization of Transition Products in the Territory.

2.3 Licensee shall not use, or permit or direct any Person to use, any of the Licensed Core Trademarks (a) as or as part of a trade name, corporate name, business name or d/b/a, or (b) with any goods or services or for any purpose, other than as permitted in this Agreement. For the avoidance of doubt, Licensee shall not have any right or license under this Agreement to use in any respect any Core Trademark other than as expressly provided in this Agreement.

2.4 Licensee shall not have the right to grant sublicenses under the license granted to Licensee under this Agreement without Licensor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that such consent shall not be required for sublicenses to (a) Affiliates (for so long as such party remains an Affiliate of Licensee), and (b) co-packers, distributors and contract manufacturers (including with respect to ancillary promotional materials and merchandise), entered into by Licensee with such parties in the ordinary course of business, or otherwise as permitted in Section 16, provided that with respect to Section 2.4(a), such written sublicenses expressly name Licensor as a third-party beneficiary of such sublicenses, providing for Licensor the right to enforce each provision of such sublicenses, and provided that with respect to Section 2.4(b), such written sublicenses contain usual and customary conditions (including the right to terminate for uncured material breach), consistent with the terms and conditions of this Agreement. In the event of a breach by any sublicensee of any sublicense granted in accordance with Section 2.4(b) (which breach shall be deemed a breach of this Agreement), Licensor shall enforce such breach of the terms of this Agreement against Licensee directly, instead of against such sublicensee, and any dispute related thereto shall be subject to Section 18 (Dispute Resolution). In the event of a breach by any sublicensee of any sublicense granted in accordance with Section 2.4(a) (which breach shall be deemed a breach of this Agreement), Licensor may enforce such breach of the terms of this Agreement against Licensee directly, and any dispute related thereto shall be subject to Section 18 (Dispute Resolution).

2.5 Except as otherwise agreed in writing among Licensor, Licensee and Stella, neither Licensee nor Licensor shall use, or permit or direct any Person to use, the Core Trademarks in connection with Commercializing any No Use Products.

Trademarks set forth on Exhibit B or combinations of the Core Trademarks with other Trademarks, or which is confusingly similar to any of the Core Trademarks set forth on Exhibit B without the express written agreement of Licensor. Licensee shall not contest the validity or distinctiveness of, or Licensor’s title in and to, the Core Trademarks set forth on Exhibit B in the Territory. If Licensee at any time, without the prior written consent of Licensor, undertakes any of the foregoing actions, or otherwise files or causes to be filed for registration of a Trademark pursuant to Section 13.7, Licensee hereby assigns and transfers to Licensor, without further consideration, all of its right, title and interest thereto. This Section 3.1 shall not be construed to limit Licensor’s rights in and to any of the Core Trademarks under this Agreement or under applicable Law. All rights in and to the Core Trademarks not specifically granted under this Agreement are reserved to Licensor.

3.2 This Agreement shall not apply to any products that do not use any of the Core Trademarks.

4.1 Licensee shall affix to all products, packaging material and advertising materials that bear the Licensed Core Trademarks, including Field Products, such symbols (including “TM” and ^®) in material accordance with the Brand Identity Book, or as otherwise required or reasonably necessary to allow adequate protection of the Licensed Core Trademarks and the benefits thereof under applicable trademark Laws, provided, that Licensee shall be deemed in compliance with this Section 4.1 if it uses such symbols in a manner consistent in all material respects as and to the extent used by Stella and its Affiliates in connection with the Field Products, packaging materials, and advertising materials immediately as of the Effective Date or, with respect to Field Products which did not use Licensed Core Trademarks as of the Effective Date, in a manner consistent in all material respects to comparable products, in each case subject to Section 4.3. In addition, with respect to each Field Product bearing any of the Licensed Core Trademarks, Licensee shall use the following legend: “[Licensed Core Trademark] is a registered trademark of [Name of Licensor] used under license” on all packaging of Field Products, but not advertising materials, bearing Licensed Core Trademarks.

4.2 Licensee shall use each of the Licensed Core Trademarks in compliance in all material respects with the visual identity sections of the Brand Identity Book with respect to the format, color, placement and visual use of the Licensed Core Trademarks, as set forth therein, provided, that Licensee shall be deemed in compliance with this Section 4.2 if it uses such Licensed Core Trademarks in a manner consistent in all material respects as and to the extent used by Stella and its Affiliates in connection with the Field Products, packaging materials, and advertising materials immediately prior to the Effective Date or, with respect to Field Products which did not use Licensed Core Trademarks immediately prior to the Effective Date, in a manner consistent in all material respects to comparable products, subject in each case to Section 4.3. Each use of any of the Licensed Core Trademarks on the Field Products and on labels, packaging, in advertising or otherwise, must reproduce such Licensed Core Trademarks in all material respects in accordance with the Brand Identity Book. Licensee shall use commercially reasonable efforts to use each of the Licensed Core Trademarks in accordance with the strategic objectives set forth in the brand strategy sections of the Brand Identity Book, provided, that Licensee shall be deemed in compliance with this Section 4.2 if it uses the Licensed Core Trademark in a manner

consistent in all material respects as and to the extent used by Stella and its Affiliates in connection with the Field Products, packaging materials, and advertising materials immediately prior to the Effective Date or, with respect to Field Products which did not use Licensed Core Trademarks immediately prior to the Effective Date, in a manner consistent in all material respects to comparable products, in each case, subject to Section 4.3.

4.3 Notwithstanding Section 4.2, if the Steering Committee elects to amend or otherwise change the Brand Identity Book in accordance with this Agreement, Licensor shall notify Licensee in writing of any such change and Licensee shall conform its use of such Licensed Core Trademarks to such changes after the transition period agreed upon by the Steering Committee. In addition, Licensee shall be entitled to continue using the Licensed Core Trademarks in accordance with the Brand Identity Book before notice of such change is made by Licensor for a period of twelve (12) months following the delivery of notice by Licensor of such change (or any other period required by applicable Law, or agreed upon by the Steering Committee, it being understood that with respect to any other period agreed upon by the Steering Committee, such transition period shall be reasonable under the circumstances), including, unless otherwise precluded by applicable Law, in order to: (a) finish production of Field Products in the process of being manufactured as of the date such notice was delivered, and (b) exhaust any existing inventory of packaging, component parts and other materials bearing the earlier form of the Licensed Core Trademark, existing or under late-stage development as of the date such notice was delivered. Except for changes required to comply with applicable Law, the Steering Committee shall not change the form of any of the Licensed Core Trademarks more than once in any twelve (12) month period.

4.4 Notwithstanding Section 4.1, Licensee shall comply with all notice and marking requirements of all Laws applicable to or necessary for the protection of the Licensed Core Trademarks.

4.5 Licensee shall use the Licensed Core Trademarks in a manner reasonably calculated to prevent the Licensed Core Trademarks from becoming generic.

4.6 Licensee has the right to join any Trademark with the Licensed Core Trademarks so as to form a composite mark, and may co-brand or co-promote any Field Product bearing any of the Licensed Core Trademarks with other Trademarks, provided that such use is consistent with the terms of this Agreement (including use of the Licensed Core Trademarks in compliance in all material respects with the Brand Identity Book). Notwithstanding the foregoing, Licensee shall obtain Licensor’s approval prior to co-branding or co-promoting a Field Product that uses a Licensed Core Mark with a Trademark of a third party where such Trademark or brand competes with products of Stella or its Subsidiaries (including by means of using such competitor’s brands in cross-promotions, as opposed to a comparative advertising context). Other co-branding or co-promotion of Licensed Core Trademarks, whether with Licensee’s brands and products or those of a third party, shall not require Steering Committee approval, but shall be consistent with the terms of this Agreement (including in all material respects in accordance with the Brand Identity Book). For the avoidance of doubt, as between the Parties: (a) Licensee owns all right, title, and interest in and to any Trademarks owned or controlled by Licensee (and all goodwill, including future goodwill associated therewith), and the joining, co-branding or co-promoting of such Trademarks as contemplated herein shall not convey any ownership, right, title and interest of

Licensee’s Trademarks, express or implied; and (b) Licensor owns all right, title, and interest in and to any Trademarks owned or controlled by Licensor (and all goodwill, including future goodwill associated therewith), and the joining, co-branding or co-promoting of such Trademarks as contemplated herein shall not convey any ownership, right, title and interest of Licensor’s Trademarks, express or implied. No rights, ownership interest or licenses, express or implied, are granted by Licensee to Licensor in respect of such Trademarks.

5.1 Neither Licensor nor Licensee shall, nor shall either of them authorize any other Person to, do any act or thing that could reasonably be expected to materially damage the reputation or goodwill of any of the Core Trademarks.

5.2 Licensee shall maintain the quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks at a level in all material respects at least equivalent to the quality of such products (and materials) sold (or used) by Stella immediately prior to the Effective Date, or, if different, at a level commensurate with any written standards set forth by the Steering Committee in accordance with this Agreement provided to Licensee after the Effective Date and upon reasonable notice to Licensee, provided that such modifications do not impose standards more stringent or burdensome on Licensee than those standards Licensor imposes on or enforces against Other Licensees. Without limiting the foregoing, Licensee shall maintain the quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in all material respects in accordance with the quality standards at each of the Field Product manufacturing plants operated by Stella or its Affiliates immediately prior to the Effective Date, or in the case of Field Products that were not produced by Stella or its Affiliates immediately prior to the Effective Date, in accordance with the quality standards for comparable products or as otherwise promulgated by the Steering Committee with respect to such products (the “Quality Standards”). Licensee shall have Field Products bearing any of the Licensed Core Trademarks produced in manufacturing facilities that operate under conditions in compliance with applicable Law.

5.3 Licensee shall, within a reasonably prompt period after receipt, provide to the Steering Committee copies of all material correspondence relating to a material health or product safety concern of any Governmental Entity relating to any of the Field Products which are Commercialized by Licensee bearing any of the Licensed Core Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing.

5.4 Licensee shall, at its own expense, have an annual audit of its facilities used to manufacture Field Products bearing any of the Licensed Core Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry (e.g., AIB, BRC or SQF). Licensee shall provide a copy of both the completed third party audit and any corrective action plan to Licensor no later than thirty (30) days from the date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to rectify such deficiencies.

6.1 If either Party reasonably believes any Field Products Commercialized by Licensee bearing any of the Licensed Core Trademarks may pose a material health or safety risk, or may not comply with any applicable Law relating thereto, such Party shall promptly notify the other Party in writing. The Steering Committee shall discuss in good faith, what actions to take to remedy the issues raised in any such notice.

6.2 Licensee may, at its sole discretion, institute and conduct any voluntary or discretionary recall, in the Territory, of any Field Product bearing any of the Licensed Core Trademarks. Licensee shall institute and conduct a recall, in the Territory, of any Field Product bearing any of the Licensed Core Trademarks to the extent required by Law or Governmental Entity. Licensee shall notify Licensor of the timing and procedures for the conduct of any recall by Licensee that involves any Field Product bearing any of the Licensed Core Trademarks, whether voluntary or mandated by Law or any Governmental Entity. Licensor acknowledges that Licensee may not have time to notify the other Licensee of such need and such initiation of such a recall. In such event, such Licensee may initiate such recall and, as soon thereafter as reasonably possible, such Licensee shall notify Licensor that a recall has been initiated. As soon as reasonably practical after the initiation of a recall, the Parties shall cooperate and coordinate their actions in a reasonable manner in respect thereto. Licensee shall bear its own expenses in connection with such recall.

6.3 Reasonably promptly after Licensee receives any material complaint, judicial service or action, action by a Governmental Authority or the like (“Action”), related to Licensee’s use of any of the Licensed Core Trademarks and such Action is reasonably likely to materially adversely affect Licensor (or any Other Licensee), Licensee shall notify Licensor as soon as reasonably possible, and the Parties shall, to the extent reasonably beneficial, cooperate and coordinate their actions in respect thereto.

7.1 Production and use of existing or new advertising, promotional, packaging, website or other materials bearing the Licensed Core Trademarks shall comply with the terms of this Agreement (including Section 4 and applicable Law). However, no submission to or review by Licensor shall be required.

7.2 Notwithstanding anything to the contrary, the Parties acknowledge that the restriction on Territory shall not restrict Licensee from running any advertising or marketing campaigns or related activities, including via online media, where such campaigns are intended for and directed to the Territory but may, due to the nature of the media, also be received outside of the Territory via the Internet, television or other means.

9.1 Each of the following occurrences shall be deemed a “Suspension Event” as relates to the specific Field Products at issue in the specific area of the Territory that is affected:

9.2 Licensor’s right to issue a notice and cause the suspension of Licensee’s rights under this Agreement pursuant to Section 9.1 shall be subject to the dispute resolution provisions set forth in Section 18. For the avoidance of doubt, no suspension shall occur pursuant to Section 9.1 until a determination is made that a Suspension Event has occurred in accordance with the dispute resolution mechanisms set forth in Section 18.

9.3 For the avoidance of doubt, a Party’s obligations with respect to a Suspension Event shall not negate its obligations arising under applicable Law.

10.1 Upon the occurrence of a Suspension Event in Section 9.1(a) in respect of any specific Field Product in a specific area of the Territory that is affected, after the applicable cure period has expired, Licensee shall:

10.2 Upon the occurrence of a Suspension Event in Section 9.1(b), after the applicable cure period has expired, Licensee shall suspend the breaching activity giving rise to such Suspension Event (including causing its manufacturers, distributors, contractors and sublicensees to do so as well), provided that (a) such suspension shall be narrowly applied, only as necessary to prevent the continuation of such specific breach (for example, if a breach affects a particular product in a particular part of a country, the suspension would affect only that specific item, as opposed to affecting other areas or related products, or if a breach affects a particular advertisement, then use of that particular advertisement would be suspended), and (b) Licensee may dispose of any such Field Products which are on hand or in production at the time of issuance of a suspension in a manner reasonably agreed upon by Licensor or otherwise shall destroy such Field Products.

10.3 Once the underlying violation or breach has been remedied, the cessation requirements in Sections 10.1 and 10.2 shall no longer be applicable for the affected product or activity.

11.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR LICENSES THE LICENSED CORE TRADEMARKS ON AN “AS IS” BASIS.

12.1 Indemnification of Licensor and Other Licensee. Subject to the terms of this Agreement:

12.4 Share Purchase Agreement. Notwithstanding anything to the contrary, Licensee shall not be subject to any obligation to indemnify an Indemnified Party pursuant to this Section 12 (Indemnification) to the extent Licensee is entitled to indemnification under Section 11.2 of the Share Purchase Agreement with respect to such Third-Party Claim or the facts that gave rise to such Third-Party Claim or to the extent the facts that gave rise to such Third-Party Claim constitute a breach by Seller of any terms, provisions or representations of the Share Purchase Agreement (after giving effect to the representation and warranty and covenant survival periods contained in the Share Purchase Agreement).

13.1 Each Party shall notify the other in writing of any material unauthorized use, infringement or dilution of any of the Core Trademarks by others, or of any act or circumstance that might reasonably be expected to materially prejudice the rights in the Core Trademarks, promptly after learning thereof.

13.2 As between Licensor and Licensee, Licensor shall have the sole right and discretion, but not the obligation, to bring an Enforcement Action in connection with products other than Field Products sold within the Territory; provided that, if Licensor fails to exercise such right, upon reasonable written advance request from Licensee, and Licensee reasonably believes that bringing such Enforcement Action is reasonably necessary for the protection of the Core Trademarks or its rights hereunder, or risk a material and adverse effect thereon, then Licensee shall have the right to bring such action in the Territory, or cause Licensor to bring such action in the Territory, in consultation with the Steering Committee.

13.3 Licensee shall have the sole right and discretion, but not the obligation, to bring an Enforcement Action in connection with Field Products within the Territory; provided that, if Licensee fails to exercise such right, upon reasonably written advance request from Licensor, and Licensor reasonably believes that bringing such Enforcement Action is reasonably necessary for the protection of the Licensed Core Trademarks or its rights reserved hereunder, or to prevent a risk of a material and adverse effect thereon, then Licensor shall have the right to bring such action, or cause Licensee to bring such action, in consultation with the Steering Committee.

13.4 If both Parties are bringing an Enforcement Action pursuant to Section 13.2 or 13.3 against a single third party or related third parties and (a) a court of competent jurisdiction or other Governmental Entity requires the Parties to consolidate such Enforcement Actions or (b) the Parties otherwise agree and are able to consolidate such Enforcement Actions, the Parties shall cooperate with one another to bring such consolidated action, in consultation with the Steering Committee.

13.5 The Party or Parties not bringing the Enforcement Action shall provide reasonable assistance in such Enforcement Action at the enforcing Party’s expense, including in the defense of any counterclaims, at the request of the enforcing Party (including, to the extent reasonably necessary for standing, joining such action as a party).

13.6 If Licensee brings an Enforcement Action pursuant to Section 13.2 or 13.3, Licensee shall bear the costs, including reimbursement of Licensor’s reasonable out of pocket costs related to such Enforcement Action, and retain any proceeds, including awards or settlements, in connection with such Enforcement Action. If Licensor brings an Enforcement Action pursuant to Section 13.2 or 13.3, Licensor shall bear the costs, including reimbursement of Licensee’s reasonable out of pocket costs related to such Enforcement Action, and retain any proceeds, including awards or settlements, in connection with such Enforcement Action. If the Parties bring a consolidated Enforcement Action in accordance with Section 13.4, the Parties shall share the costs, including the satisfaction of any judgment for damages or settlement amounts, and the proceeds, including awards or settlements, in connection with such Enforcement Action as reasonably agreed between the Parties based on the relative benefits of the Enforcement Action to each Party. Notwithstanding the foregoing, if Licensee brings an Enforcement Action pursuant to Section 13.2 as a result of Licensor’s unreasonable failure to bring an Enforcement Action, Licensee shall be entitled to recover from the applicable Other Licensee seventy-five percent (75%) of its reasonable costs of bringing the Enforcement Action; and conversely, if Licensor or an Other Licensee brings an Enforcement Action in accordance with Section 13.3 as a result of Licensee’s unreasonable failure to bring an Enforcement Action, Licensor and the applicable Other Licensees shall be entitled to recover from Licensee seventy-five percent (75%) of its reasonable costs of bringing the Enforcement Action. As used in this Section 13.6, “costs” and “out of pocket costs” shall include reasonable attorneys’ fees and expenses.

Section 13. Licensor shall, at Licensee’s reasonable request and expense, prosecute, and thereafter maintain and preserve (a) Trademarks constituting any of the Licensed Core Trademarks in the Territory in those jurisdictions for which such Trademarks are not yet registered (or the subject of an application), and (b) Trademarks that would otherwise constitute permitted variations of the Core Trademarks in the Territory; or, if Licensor fails to do the foregoing, Licensee may do so on Licensor’s behalf, and in the name of Licensor, and such Trademarks shall be deemed Licensed Core Trademarks under this Agreement. Without limiting the foregoing, Licensor shall not affirmatively abandon or withdraw any Licensed Core Trademark without Licensee’s prior written consent, it being understood that a failure by Licensee to use a Licensed Core Trademark may result in an abandonment of the same. Additional decisions regarding such applications, registrations, and maintenance of such trademark applications and registrations shall be made by the Steering Committee in accordance with this Agreement.

13.8 Domain Names. Licensee may use and register, on Licensor’s behalf and in the name of Licensor, domain names that combine Licensed Core Trademarks with other terms that a consumer would reasonably believe to relate to the scope of Licensee’s rights hereunder. To the extent any such domain name might reasonably be believed to otherwise or also refer to or constitute Type 2 Products or No Use Products, Licensee shall obtain the advance consent of the Steering Committee before using any such registered domain name for any purpose, including the Commercialization of Field Products. Licensee hereby assigns and transfers to Licensor, without further consideration, all of its right, title and interest in and to any domain name registered by Licensee in accordance with this Section 13.8 and shall do any reasonable action upon request of Licensor to further effectuate the same, provided that other than domain names that might reasonably be believed to otherwise refer to or constitute Type 2 Products or No Use Products, Licensee shall retain operational control over any such domain names and any systems supporting or providing services in connection with such domain names. For the avoidance of doubt, Licensee shall be under no obligation to assign or otherwise transfer to Licensor any right, title or interest in any website (or its content) owned or controlled by Licensee under such domain name. In addition, Licensor and Licensee shall, through the Steering Committee, cooperate to coordinate cross-linking activities between themselves, and Other Licensees, to facilitate the desired consumer experience consistent with the Parties’ rights hereunder. With respect to the use of domain names that include the second-level domain “saraleebakery” and confusingly similar derivations thereof, the Parties agree that any such use by Licensee and applicable Other Licensees shall be coordinated use, and such use shall be coordinated through and subject to the approval of the Steering Committee.

Licensee shall ensure that its Commercialization of the Field Products under the Licensed Core Trademarks, including the labeling, packaging, and advertising and promotional materials thereof, comply in all material respects with all applicable Laws governing the manufacture, packaging, promotion, distribution and sale of the Field Products, including any applicable compliance policy guidelines of the U.S. Food and Drug Administration in the United States and the applicable regulatory authority in jurisdictions in the Territory outside the United States. Licensor shall ensure that its actions hereunder with respect to the Licensed Core Trademarks comply in all material respects will all applicable Laws.

16.1 Except as set forth herein, no Party (nor any permitted assignee of this Agreement) shall assign this Agreement or any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without the other Parties’ prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, provided, however, that Licensee may assign (in whole or, in connection with Section 16.1(b), in part) the licenses granted under this Agreement, without consent, in connection with the merger, acquisition, restructuring (excluding restructuring to an Affiliate) or sale of all or substantially all (including by means of change of control or operation of law) of (a) Licensee, or (b) Licensee’s U.S. or Mexican business (either of which may also include Licensee’s Canadian business in any such transaction) relating to Field Products using the Licensed Core Trademarks with respect to the applicable portion of the Territory (each of the foregoing, a “Permitted Divestiture”). A third party receiving the assignment in connection with this Sections 16.1(a) or 16.1(b) is a “Permitted Assignee”).

16.2 Unless Licensor otherwise consents, if Licensee assigns this Agreement in whole or in part pursuant to Sections 16.1(a) or 16.1(b) in connection with a Permitted Divestiture of its U.S. business, such Permitted Assignee shall assume Licensee’s rights under the Steering Committee Agreement (in which case, Licensee shall no longer retain any rights under such agreement). For all other Permitted Assignees or permitted sublicensees pursuant to Section 16.3, the Steering Committee Agreement shall not be deemed included within the scope of rights granted therein, and Licensee shall reserve such rights to itself.

16.3 In addition, Licensee may sublicense the licenses granted under this Agreement without consent in connection with a sale by Licensee of its business in Canada relating to Field Products using the Licensed Core Trademarks (even without a sale of the U.S. or Mexican businesses); provided, that (a) such sublicense shall expire no later than four (4) years after the closing date of such transaction, after which the buyer shall have no right to use any of the Licensed Core Trademarks, (b) Licensee may grant such a sublicense under this Section 16.3 only once every ten (10) years, and (c) the terms and conditions of such sublicense are consistent with the terms and conditions of this Agreement. Licensee shall be responsible for the actions and inactions of a sublicensee under this Section 16.3 that would, if committed by Licensee, give rise to a claim by Licensor under this Agreement. In the event of a breach by any sublicensee of any sublicense granted in accordance with this Section 16.3 (which breach shall be deemed a breach of this Agreement), Licensor may enforce such breach of the terms of this Agreement against Licensee directly, and any dispute related thereto shall be subject to Section 18 (Dispute Resolution).

16.4 Unless Licensor otherwise consents, in the case of any assignment (or sublicense, with respect to Section 16.3) of the licenses granted hereunder that may be granted pursuant to Section 16.1(a) or 16.1(b), Licensee shall relinquish its rights with respect to the scope of such rights assigned or sublicensed to such third party, and may no longer exercise the foregoing license with respect thereto. In such instances, a Permitted Assignee (or sublicensee, with respect to Section 16.3) shall agree in writing to the terms, conditions and obligations under this Agreement (as modified, when the Permitted Assignee is acquiring Licensee’s U.S. or Mexico

business, to reflect the applicable reduced territory or, when the Permitted Assignee is only acquiring Licensee’s Mexico business or is a sublicensee of Licensee’s Canada business, that such Permitted Assignee shall not obtain any rights under the Steering Committee Agreement, and a copy of such written agreement (and the applicable scope of such rights) shall be delivered to Licensor, and this Agreement shall be deemed amended to reflect such relinquishment of such rights.

16.5 Licensee shall be responsible for reimbursing Licensor for any incremental costs (including reasonable attorneys fees) required to implement quality control measures in connection with, or to enforce contractual obligations against, a Permitted Assignee (or a permitted sublicensee pursuant to Section 16.3).

16.6 Any attempt to assign any rights or delegate any obligations under this Agreement without the consent contemplated in Section 2.4 or this Section 16, as applicable, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and permitted assigns.

17.1 Obligations. Any Confidential Information of a Party, received by another Party pursuant to this Agreement shall be used, disclosed, or copied only for the purposes of, and only in accordance with, this Agreement. Each Party shall use, at a minimum, the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of Confidential Information. Without limiting the generality of the foregoing:

17.2 Exclusions. None of the Parties shall be bound by obligations restricting disclosure set forth in this Agreement with respect to any Confidential Information which:

18.1 Dispute. In the event of any issue, dispute, controversy or claim arising out of, relating to or in connection with this Agreement including any dispute regarding its validity or termination, or the performance or breach thereof (a “Dispute”), the complaining Party shall first present the Dispute to the Steering Committee for resolution. The Steering Committee will attempt to resolve the Dispute within 30 days after the written notification by a Party seeking resolution of such Dispute, unless the Parties agree to an extended time period. If the Steering Committee is unable to resolve any Dispute that properly comes before it within 30 days after the written notification by Licensee seeking resolution of such Dispute, unless the Parties agree to an extended time period, each Party shall designate a senior executive officer as representative to resolve the Dispute within five (5) days after the expiration of such 30-day time period. The executive representatives shall have twenty one (21) days from the expiration of such 5-day time period to resolve the Dispute unless the Parties agree to extend the time period. If the executive representatives cannot resolve the Dispute within the prescribed period, either Party may seek arbitration in accordance with the procedures described below.

18.2 Arbitration Procedures. Any Dispute that cannot be resolved by the procedures described above shall be finally settled by arbitration administered by the International Centre for Dispute Resolution (“ICDR”), in accordance with the ICDR International Dispute Resolution Procedures in effect at the time of the arbitration, except as they may be modified herein or by later agreement of the Parties.

18.3 Appointment of Arbitrator. The arbitration shall be conducted by one arbitrator to be selected by mutual agreement of the Parties, such selection to be completed within fifteen (15) days after the delivery of the notice of arbitration. If the Parties cannot mutually agree upon the arbitrator within this time period, then the arbitrator shall be appointed by the ICDR. The arbitrator shall be independent and possess expertise in the relevant area of the Dispute.

18.4 Number and Definition of Disputes. The arbitration may involve one or more Disputes brought by either Party. Each Dispute must be narrowly defined by the complaining Party and included within the notice of arbitration.

18.5 Relief. An arbitrator addressing a Dispute under this Agreement shall have the power to grant any relief sought by any Party to the Dispute, including any equitable or injunctive relief, including specific performance that is consistent with the terms of this Agreement and governing law, except that a Suspension Event shall be determined only in accordance with the standards set forth in Sections 9 and 10. Either Party may, without inconsistency with this arbitration provision, seek temporary or preliminary injunctive or provisional relief concerning a Dispute from a court, to remain in effect until such time as the arbitrators resolve the Dispute. Such relief may include affirmative relief as well as relief to preserve the status quo. Any proceeding initiated shall be brought exclusively in the United States District Court for the Southern District of New York in New York City or, if it is determined that the action cannot be brought in a United States District Court, such relief shall be sought in the Supreme Court of the State of New York, New York County, in New York City. For purposes of this Section 18.5, the Parties consent to the personal jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York, New York County, as appropriate.

18.6 Timing of an Arbitrator’s Decision. It is the intent of the Parties that the arbitrator shall use his or her best efforts to issue the final award or awards within 90 days of his or her appointment, unless the complexity of a Dispute reasonably requires additional time for a fair resolution, as determined by the arbitrator. In addition, the Parties may agree to extend this time limit, or the arbitrator may do so in his or her discretion if he or she determines the interest of justice so requires. Failure to adhere to these time limits shall not be a basis for challenging the award.

18.8 Governing Law. The law governing the interpretation and enforcement of this arbitration provision shall be the United States Federal Arbitration Act.

18.9 Language. The arbitration shall be conducted in English. Notwithstanding the foregoing, either Party may submit testimony or documentary evidence in Spanish, provided that the Party submitting such evidence, at its own cost, also furnishes to the other Party a translation of such evidence (or, in the case of voluminous documentary evidence, of relevant parts of such documentary evidence) into English. Such translations need not be certified.

18.10 Evidence. The Parties agree that the arbitrator shall be guided by the International Bar Association (“IBA”) Rules on the Taking of Evidence in International Commercial Arbitration.

18.11 Fees and Costs. Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator. If a Party commences a court proceeding seeking to avoid arbitration of a Dispute and does not prevail, the other Party shall be entitled to recover its costs and reasonable attorneys’ fees in connection with such court proceeding. The foregoing sentence shall not apply to proceedings brought to confirm, modify, correct or vacate an arbitral award.

18.12 Classification of Products. For Disputes as to whether or not a product is a Field Product, the complaining Party shall narrowly define the Dispute for resolution with respect to the specific product at issue (including its nature, trade channel and temperature class), and the arbitrator’s decision shall be limited to classifying the specific product at issue as either a “Type 1 Product,” and hence a Field Product, or a “Type 2 Product,” or a “No Use Product” and hence not a Field Product. Once a product in dispute is subject to such determination by the arbitrator, it shall be deemed added to the Brand Perimeter Map as an Indicative Type 1 Product, Indicative Type 2 Product or No Use Product, based on the arbitrator’s decision. The foregoing shall not preclude the arbitrator for further awarding damages after such determination, if appropriate, subject to Section 18.15.

18.13 Other Disputes. All other Disputes shall be narrowly defined for the arbitrator to make a decision or award as specific and narrow as necessary to address the Dispute at hand.

18.14 Ruling on Suspension. An award shall not include a suspension of use of the Licensed Core Trademarks unless the arbitrator finds that a Suspension Event has occurred pursuant to Sections 9 and 10.

18.15 Ruling on Multiple Disputes. For the avoidance of doubt, if multiple Disputes are submitted in a single arbitration, the arbitrator may rule in favor of one Party for all Disputes, or the other Party for all Disputes, or for some Disputes in favor of different Parties.

18.16 Findings and Conclusions. The award rendered by the arbitrator shall include findings of fact and conclusions of law, and shall be final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction. Any monetary award rendered by the arbitrator shall be limited to direct and actually incurred damages, and shall exclude consequential damages, incidental damages, punitive damages, indirect damages or damages for lost profits. The arbitrators shall not have the power to reform, amend or make any material change to this Agreement or any other agreement between the Parties. Any action to confirm, modify, correct or vacate an arbitral award rendered under the terms of this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York in New York City or, if it is determined that the action cannot be brought in a United States District Court, such relief shall be sought in the Supreme Court of the State of New York, New York County, in New York City. For purposes of this Section 18.5, the Parties consent to the personal jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York, New York County, as appropriate.

18.17 Confidentiality. Except as may be required by applicable Law or court order, the Parties shall maintain confidentiality as to all aspects of any arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding the arbitration for purposes of enforcing this clause or the award or seeking temporary or preliminary injunctive or provisional remedies from a court of competent jurisdiction. The Parties shall obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

19.1 Amendment and Modification. This Agreement may be amended, modified and supplemented in any and all respects, but only by a written instrument signed by all of the Parties expressly stating that such instrument is intended to amend, modify or supplement this Agreement.

19.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given: (a) when delivered, if delivered personally to the intended recipient; (b) when faxed, upon confirmation of receipt; and (c) one (1) Business Day following dispatch by an overnight courier service, such as Federal Express, and in each case, addressed to a Party at the following address for such Party (or at such other address for a Party as shall be specified by like notice):

19.3 Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties. This Agreement may be executed and delivered by facsimile transmission or electronic transmission (e.g., pdf file), and a facsimile or electronic transmission of this Agreement or of a signature of a Party will be effective as an original.

19.4 Entire Agreement; No Third Party Beneficiaries. This Agreement and all Exhibits hereto, together with the Steering Committee Agreement, (a) constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof and (b) are not intended to confer upon any Person, other than the Parties and the Indemnified Parties, any rights or remedies hereunder or thereunder.

19.5 Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the Parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

19.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

19.7 Extension; Waiver. Any Party may extend the time for the performance of any of the obligations or other acts of any of the other Party. Any agreement on the part of a Party to any such extension shall be valid only if set forth in an instrument in writing signed by or on behalf of such Party. The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

19.8 Authority to Bind. No Party shall have the authority to commit any other Party to any binding obligation or to execute, on behalf of any other Party, any agreement, lease or other document creating legal obligations on the part of any other Party, and no Party shall represent to any third party that it has such authority.

19.9 Force Majeure. No Party shall be liable for any failure or delay in performing any of its obligations under this Agreement if the failure or delay is due to any cause beyond such Party’s reasonable control (including war, acts of terrorism, conditions or events of nature, civil disturbances, work stoppage, labor disturbance, power failures, failure of telephone lines and equipment, fire and earthquake, or any applicable Law) (any such cause, a “Force Majeure Event”), provided that such non-performing Party shall notify the other affected Party or Parties in writing of such Force Majeure Event (and the reasonable details thereof) as soon as possible after becoming aware of the Force Majeure Event, and shall use commercially reasonable efforts to perform its obligations under this Agreement notwithstanding such Force Majeure Event and mitigate the effect of any Force Majeure Event on the performance of its obligations under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused duly authorized representatives of their respective companies to execute and deliver this Agreement on the Effective Date.

The Brand Identity Book was previously delivered to and reviewed by Licensee and was redelivered to Licensee as of November 9, 2010.

For the avoidance of doubt, Licensee shall not have any right or license under this Agreement to use in any respect any Core Trademark other than the rights expressly granted herein.

THIS OUTSIDE NORTH AMERICA TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated [ ], 2011 (the “Effective Date”), is made by and between [Name of Licensor], a [ ] (hereafter referred to as “Licensor”), Grupo Bimbo, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (hereafter referred to as “Licensee”), and Sara Lee Corporation, a corporation organized under the laws of Maryland, solely for the purposes set forth on the signature page hereto (“Stella”, and together with Licensor and Licensee, the “Parties”).

WHEREAS, BBU, Inc. a corporation incorporated under the laws of the State of Delaware, as “Purchaser”, Stella as “Seller”, and Licensee are parties to that certain Share Purchase Agreement, dated as of November [ ], 2010 (the “Share Purchase Agreement”), pursuant to which, among other things, Purchaser provides for the purchase by Purchaser from Seller of all of the capital stock of Sara Lee Bakery Group, Inc. and Sara Lee Vernon, LLC, companies holding certain intellectual property and other assets directed at Commercializing (as hereafter defined) the Field Products (as hereafter defined) in the Territory (as hereafter defined);

WHEREAS, Licensor is a special purpose entity created pursuant to that certain Limited Liability Company Agreement entered into by Stella and Licensee as of [ ];

WHEREAS, as a result of the Contribution Agreement, Licensor is the owner of the Core Trademarks; and

WHEREAS, Licensor is concurrently entering into a trademark license agreement (“North America Trademark License Agreement”) of even date herewith under which Licensor is granting to Licensee the right to use the Core Trademarks in connection with Commercializing the Field Products in the United States, Canada and Mexico; and