Exhibit 2.1

Execution Version

AGREEMENT

for the sale and purchase of securities in

the capital

of Cucina Lux Investments Limited

dated

19 February 2016

by

(1) THE INSTITUTIONAL SELLERS

and

(2) THE MANAGEMENT WARRANTORS

and

(3) SYSCO CORPORATION

Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom www.bakermckenzie.com

Table of contents

i

Schedule 1

The Company, the Subsidiaries, the Institutional Sellers and the Management Warrantors

Part 1

Details of the Company

Part 2

Details of the Subsidiaries

Part 3

The Institutional Sellers

Part 4

The Management Warrantors

Schedule 2

Pre-Completion Obligations

Schedule 3

Completion

Part 1

Institutional Sellers’ delivery obligations at Completion

Part 2

Institutional Sellers’ other obligations at Completion

Part 3

Purchaser’s Obligations at Completion

Schedule 4

Warranties

Schedule 5

Limitations on Liability

Schedule 6

The Properties

Part 1

Leasehold

Part 2

Freehold

Part 3

Sub-leases granted by the Group

Schedule 7

Intellectual Property

Schedule 8

Material Contracts

Schedule 9

Restricted Employees

ii

Agreement

This agreement is dated 19 February 2016

Between

Recitals

It is agreed as follows:

In this agreement, the following words and expressions shall have the following meanings:

“ Affiliate ” means, in relation to any person, any other person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with that person;

“ Alternative PIK Restructure ” has the meaning given to it in clause 5.4(c);

“ Anti-Bribery Law ” means: (i) the UK Bribery Act 2010, (ii) the US Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder, and (iii) any other Law relating to bribery or corruption which is applicable to the business of any member of the Group;

“ Authorisations ” means the material licences, permissions, permits, authorisations and consents required by each member of the Group for carrying on its business in the places and in the manner in which such business is now carried on;

“ Authority ” means any government, quasi-government, governmental department, ministry, commission, board, bureau, court, agency, statutory or regulatory authority, instrumentality or administrative body;

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“ Bain Contracts ” means the following contracts:

“ Bain Fees Leakage ” has the meaning given to it in clause 5.2(h)(iii)

“ Bain Fund Commitment Letter ” means the commitment letter entered into on the date of this agreement by the Bain Funds in favour of the Institutional Sellers and the Purchaser with respect to the performance of certain of the Institutional Sellers’ obligations under this agreement;

“ Bain Funds ” means Bain Capital Fund IX, L.P. and Bain Capital Fund VIII-E L.P.;

“ BBL ” means Brake Bros Limited, a company incorporated under the laws of England and Wales with registered number 02035315 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ Brakes Bros Members ” means members of the Brakes Final Salary Pension Scheme who were transferred from the Brake Bros plc Retirement and Death Benefit Scheme to the Brakes Final Salary Pension Scheme on 6 April 2001;

“ Brake Bros plc Retirement and Death Benefit Scheme ” means the scheme established by a declaration of trust dated 29 September 1972 under the name of the Brake Bros (Poultry Packers) Limited Retirement and Death Benefit Scheme;

“ Brakes Capital ” means Brakes Capital, an exempted company incorporated with limited liability under the laws of the Cayman Islands with its registered office at PO Box 1093, Queensgate House, South Church Street, Grand Cayman KY1-1102, Cayman Islands;

“ Brakes Final Salary Pension Scheme ” means the Brakes Final Salary Pension Scheme currently governed by a consolidated trust deed and rules dated 6 April 2001 (as amended from time to time);

“ Brakes Investors ” means CFIL and CAUK;

“ Business Day ” means a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open in the City of London and New York City for the transaction of normal banking business;

“ Business Plan ” means the five-year business plan for the Group for the period from 1 January 2016 to 31 December 2020, in the agreed form;

“ Business Warranties ” means the warranties set out in Schedule 4 of this agreement;

“ C&B Equity Interest ” means the shares held in the capital of Cearns & Brown Limited by any person who is not a Group Company;

“ CA 2006 ” means the Companies Act 2006;

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“ CAUK ” means Cucina Acquisition (UK) Limited, a company incorporated under the laws of England and Wales with registered number 06279225 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ CFFL ” means Cucina Fresh Finance Limited , a company incorporated under the laws of England and Wales with registered number 09300710 and whose registered office is at Bicester Distribution Park, Charbridge Way, Bicester, Oxfordshire, OX26 4SW;

“ CFHL ” means Cucina French Holdings Limited, a company incorporated under the laws of England and Wales with registered number 09669103 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ CFHL Preference Shares ” means the 91,800,000 preference shares of €1.00 each in the capital of CFHL, held by Nestlé;

“ CFIL ” means Cucina Fresh Investments Limited, a company incorporated under the laws of England and Wales with registered number 09410125 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ Cidron ” means Cidron Food Holdings S.à r.l, a private limited liability company organised under the laws of the Grand Duchy of Luxembourg with registered office address at 5, rue Guillaume Kroll, L-1882 Luxembourg;

“ Company ” means Cucina Lux Investments Limited, short particulars of which are set out in Part 1 of Schedule 1;

“ Competition Authority ” means any Authority, in any jurisdiction, which is responsible for applying merger control or other competition or antitrust legislation in such jurisdiction and, for the avoidance of doubt, includes the notion of “competent authority” as that term is used in the EU Merger Regulation;

“ Completion ” means completion of the sale and purchase of the Sale Securities in accordance with clause 6;

“ Completion Date ” means the date upon which Completion takes place in accordance with this agreement;

“ Conditions ” means the conditions precedent set out in clauses 4.1(a) and (b);

“ Confidential Information ” means know-how, trade secrets and other information of a confidential nature;

“ Consideration ” means the aggregate of: (a) the Equity Consideration; and (b) the face value and accrued interest of any amount of the PIK Facility which is acquired by a Group Company pursuant to the PIK Debt Restructuring;

“ Control ” means:

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and “ Controlled ” shall be construed accordingly;

“ Costs ” means losses, damages, costs (including reasonable legal costs, whether in connection with the enforcement of obligations hereunder or otherwise) and expenses (including Taxation) in each case of any nature whatsoever;

“ Cucina ” means Cucina Investments (UK) Limited, a company incorporated under the laws of England and Wales with registered number 06305246 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ Cucina EBT ” means the employee benefit trust which holds securities in each of Cucina 3 and Cucina;

“ Cucina Finance ” means Cucina Finance (UK) Limited, a company incorporated under the laws of England and Wales with registered number 06305253 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ Cucina Management Minority Interest ” means any debt or equity securities held by any manager, former manager or an employee benefit trust in Cucina, Cucina 2 and/or Cucina 3;

“ Cucina Management Minority Interestholder ” means any manager, former manager or an employee benefit trust in Cucina, Cucina 2 and/or Cucina 3 (and their respective assignees and successors);

“ Cucina 2 ” means Cucina Investments (UK) 2 Limited, a company incorporated under the laws of England and Wales with registered number 07259037 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ Cucina 2 Pre-Completion Articles ” means the articles of association of Cucina 2 in place immediately prior to Completion;

“ Cucina 3 ” means Cucina Investments (UK) 3 Limited, a company incorporated under the laws of England and Wales with registered number 08204703 and whose registered office is at Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG;

“ Cucina 3 Pre-Completion Articles ” means the articles of association of Cucina 3 in place immediately prior to Completion;

“ C&B Members ” means members of the Brakes Final Salary Pension Scheme who joined the scheme before 6 April 2001;

“ Daily Accrued Amount ” means a sum equal to the Equity Consideration multiplied by 6% and divided by 365;

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“ Data Room ” means the collection of documents, materials and information made available for inspection by the Purchaser and its advisers in a virtual data room hosted by R. R. Donnelley & Sons Company as at 01:00 on 16 February 2016, a copy of which is contained on the DVD and annexed to the Disclosure Letter and the index of which is in the agreed form;

“ Davigel SPA ” means a share transfer agreement entered into on 22 July 2015 by Nestlé France SAS, Nestlé España, S.A. (as the sellers) and Davigel Equity Holdings SAS (as the buyer);

“ Debt Commitment Agreement ” means the debt commitment letter delivered by the Purchaser to the Institutional Seller on the date hereof, together with any engagement letter and fee letters (in a customarily redacted form), in each case, as amended, supplemented or replaced in compliance with this agreement relating to the provision of financing to the Purchaser or any of its Affiliates for the purpose of the Transaction;

“ Debt Financing Sources ” means the persons, other than the Purchaser or any of its Affiliates, that have committed to provide or arrange or otherwise entered into agreements (including any commitment letters, engagement letters or financing agreements), in each case, in connection with the financings in connection with the Transaction, and parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective former, current or future general or limited partners, direct or indirect stockholders, managers, members, Affiliates, officers, directors, employees, agents, representatives, successors and assigns and any former, current or future general or limited partners, direct or indirect stockholder, manager, member, Affiliate, officer, director, employee, agent, representative, successors or assign of any of the foregoing;

“ Debt Facilities ” means:

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“ Debt Facilities Amount ” means the aggregate amount required to discharge all outstanding amounts owing by the Group under the Debt Facilities at Completion (excluding any amounts of the PIK Facility owned by the Group and the Loan Notes) on or prior to Completion) and to release all security in relation to such Debt Facilities;

“ Debt Facilities Repayment Amount ” means the aggregate amount required to discharge all outstanding amounts owing by the Group under the Debt Facilities which are repayable at Completion as notified by the Purchaser in good faith to the Institutional Sellers or the Institutional Sellers’ Representative (excluding any amounts of the PIK Facility owned by the Group and the Loan Notes) on or prior to Completion) and to release all security in relation to such Debt Facilities;

“ Debt Restructuring and HYB Fees ” has the meaning given to it in clause 5.2(h)(i);

“ Deed of Adherence ” means a deed of adherence in the agreed form;

“ Defaulting Party ” has the meaning given to it in clause 21.1;

“ Directors ” means the persons listed as directors of the Company and each Subsidiary in Part 1 and Part 2 of Schedule 1;

“ Disclosed ” means all matters fairly disclosed in the Disclosure Documents, and all matters revealed by the Public Searches, and “ Disclosure ” shall be construed accordingly;

“ Disclosed Plans ” means the Brakes Final Salary Pension Scheme, Brakes Money Purchase Pension Plan, the National Employment Savings Trust, the Brakes Group Personal Pension Plan, a UK stakeholder pension plan with AEGON, a French mandatory funded defined contribution scheme operated by Brake France Développement, a French supplementary retirement scheme operated by Brake France Service SAS, the Plan de Pensiones de Promicion conjunta de las empresas del Grupo Nestle, the occupational pension plan ITP in Sweden and the occupational pension plan SAF-LO in Sweden;

“ Disclosure Bundle ” means the bundle of files numbered 1 to 25 provided to the Purchaser’s solicitors by e-mail on 17 February 2016 and indexed in the schedule 1 to the Disclosure Letter;

“ Disclosure Documents ” means:

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“ Disclosure Letter ” means the letter (including the contents of any schedule or appendix thereto) from the Management Warrantors to the Purchaser executed and delivered immediately before the signing of this agreement;

“ Economic Sanctions Law ” means any economic or financial sanctions administered by OFAC, the US State Department, the United Nations, the European Union or any member state thereof, or any other national economic sanctions authority;

“ Encumbrance ” means any mortgage, charge, pledge, lien, restriction, restriction notice, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption), or any agreement or arrangement to create any of the same;

“ Equity Consideration ” means £594,000,000;

“ Escrow Agent ” means the financial institution agreed between the Institutional Sellers and the Purchaser (each acting reasonably) to act in the capacity of escrow agent;

“ Escrow Agreement ” has the meaning given to it in clause 5.2(d);

“ EU Merger Regulation ” has the meaning given to it in clause 4.1(a);

“ FD Conditional SPA ” means the conditional sale and purchase agreement between the FD Investor, CAUK, CFIL and CFFL dated 28 January 2016 in relation to the acquisition of FD NH Equity Interests;

“ FD Investor ” means Nigel Harris;

“ FD Management Completion Bonus ” means the completion bonus up to an aggregate maximum amount of £3,000,000 payable by the Group to certain FD Managers pursuant to the terms of the FD Management Implementation Letter;

“ FD Management Equity Excess Price ” means the purchase consideration payable by any Group Company or the Purchaser (as the case may be) to acquire the FD Management Equity Interests on or following the FD Minority Inception Date, less £900,000 (provided always that such amount shall not be less than £0);

“ FD Management Equity Interests ” means class D ordinary shares held by the FD Managers in CFFL;

“ FD Management Implementation Letter ” means the letter entered into between David Burns, CAUK and CFIL dated 28 January 2016 in relation to the FD Management Equity Interests;

“ FD Managers ” means David Burns, Andrew Farnworth, Ian Humphreys, Nick Fowler, Mark Gibson, Mark Hale, Ian Stuart, Stephen High, Nicholas Allen and Martin Bott;

“ FD Minority Inception Date ” means 29 July 2016;

“ FD NH Equity Interests ” means class A ordinary shares and class C ordinary shares held by the FD Investor in CFFL;

“ FD Payments ” means the payment of the Contingent Deferred Consideration and Further Cash Amount (in each case as defined in the FD Sale Agreement) and being an aggregate amount of £30,000,000 payable in accordance with the FD Sale Agreement and the FD Conditional SPA;

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“ FD Sale Agreement ” means the agreement for the purchase of Fresh Holdings Limited and each of its subsidiary undertakings between, amongst others, the FD Investor and the Company, dated 15 November 2014 (as amended);

“ FD SHA ” means the Shareholders’ Agreement dated 23 February 2015 (as amended) in relation to CFFL between the Brakes Investors, the FD Investor, the FD Managers and CFFL;

“ Filings ” means the appropriate notifications, submissions and filings required in order to satisfy the Conditions and a “ Filing ” means any of them;

“ Financial Year ” shall be construed in accordance with s390 CA 2006;

“ Fundamental Business Warranties ” means the Warranties set out in paragraph 1, 4.7 and 15 of schedule 4;

“ Group ” means the group of companies comprising the Company and the Subsidiaries and “ member of the Group ” and “ Group Company ” shall be construed accordingly;

“ Group IP ” means the Intellectual Property registered in or applied for in the name of any member of the Group, as listed in Schedule 7;

“ Group’s Irish Business ” means the business activities, assets and personnel of the Group currently located and carried on by the Group in the Republic of Ireland or Northern Ireland but excluding: (i) any business activities, assets or personnel of the Group currently located or carried on outside the Republic of Ireland or Northern Ireland; and (ii) any goods or services currently provided by the Group from outside the Republic of Ireland or Northern Ireland in or into the Republic of Ireland or Northern Ireland to support the business activities or personnel of the Group currently located and carried on by the Group in the Republic of Ireland or Northern Ireland;

“ IFRS ” means the International Financial Reporting Standards;

“ Indebtedness ” means, in respect of any company, any borrowing or indebtedness in the nature of borrowing;

“ In Progress Contracts ” means the arrangements proposed to be entered into by the Group in the ordinary course of business following the date hereof as indexed in schedule 2 to the Disclosure Letter;

“ Institutional Sellers ’ Representative ” means the individual appointed in accordance with clause 13 from time to time;

“ Institutional Sellers’ Account ” means the account as notified by the Institutional Sellers’ Representative to the Purchaser no later than 10 Business Days prior to Completion;

“ Institutional Sellers’ Group ” means the group of companies comprising the Institutional Sellers, their respective Affiliates and any funds managed or advised by Bain Capital Investors, LLC or any of their Affiliates, including for the avoidance of doubt each entity which is owed Bain Fees but excluding any member of the Group and “ member of the Institutional Sellers’ Group ” shall be construed accordingly;

“ Intellectual Property ” means Confidential Information, patents, registered designs, copyrights (including rights in computer software), rights in databases, design rights, rights in knowhow, utility models, topography rights, trade marks, domain names, business names, and any other intellectual property rights, and all rights or forms of protection, subsisting now or in the future, having equivalent or similar effect to the rights referred to above in each case: (i) anywhere in the world; (ii) whether unregistered or registered (including all applications, rights to apply and rights to claim priority); and (iii) including all divisionals, continuations, continuations-in-part, reissues, extensions, re-examinations and renewals anywhere in the world in any country;

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“ Investor Directors ” means each director and any secretary of any Group Company nominated for appointment to such position by any member of the Institutional Sellers’ Group;

“ IPO Aborted Costs ” means all costs paid or accrued, from time to time, by any member of the Group in respect of the proposed initial public offering of the Group;

“ IT Contract ” means any third party contract under which an IT System is licensed, leased, supplied, maintained or supported;

“ IT Systems ” means the information and communications technologies used by the Group Companies, including hardware, software, networks, and associated documentation;

“ JD LTIP ” means the cash long-term bonus incentive plan set out in the letter from the Group to Jacques Deronzier dated 5 February 2016 and providing for a maximum aggregate payment over the term of the plan of €5,000,000;

“ Law ” means all civil and common, statutes, subordinate legislation, treaties, regulations, directives, decisions, by-laws, ordinances, circulars, codes, orders, notices, demands, decrees, injunctions, resolutions or judgments of any Authority in any jurisdiction having in each case the force of law;

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but does not include: (i) any Permitted Leakage; or (ii) any amounts that are recoverable by the Group or the Purchaser’s Group pursuant to equivalent leakage provisions in any Management Sale Agreement and, for the avoidance of doubt, there shall be no double-counting of items as Leakage;

“ Leakage Claim Period ” means the period from the Completion Date to the date falling six months after the Completion Date;

“ Loan Notes ” means the £657,359,000 loan agreement dated 11 September 2007 between Cucina (BC) Finance S.à r.l. Luxco and the Company;

“ Loan Note Value Amount ” means the aggregate principal and accrued interest outstanding under the Loan Notes from time to time;

“ Locked Box Accounts ” means:

“ Locked Box Date ” means 31 December 2015;

“ Longstop Date ” means 27 November 2016 or as otherwise agreed by the Institutional Sellers’ Representative and the Purchaser;

“ Main Residence ” has the meaning given to it in paragraph 5 of Schedule 5;

“ Management Sale Agreement ” means an agreement between a Group Company and one or more Cucina Management Minority Interestholders or Menigo Managers pursuant to which such Minority Interestholders agree to transfer their Minority Interests for cash to a Group Company conditional upon Completion occurring under this agreement, in respect of the Cucina Management Minority Interestholders in the agreed form and, in respect of any of the Menigo Managers or the Cucina EBT, in a form similar to that agreed with respect to the Cucina Management Minority Interestholders, amended as appropriate to reflect the rights of the Menigo Managers or the Cucina EBT in relation to their respective Minority Interests;

“ Managers’ Representatives ” means the individuals appointed in accordance with clause 14 from time to time and “ Managers’ Representative ” shall mean any one of them;

“ Material Completion Obligation ” means: (i) in respect of the Institutional Sellers, all those obligations at completion set out in Parts 1 (excluding paragraph 7) and 2 of Schedule 3; and (ii) in respect of the Purchaser, those obligations at completion set out in paragraphs 1 to 5 (inclusive) of Part 3 of Schedule 3;

“ Material Contracts ” means:

and which are listed in Schedule 8, and “ Material Contract ” shall mean any one of them;

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“ Member State ” means any member state of the European Union or, with the exception of Switzerland, of the European Free Trade Association;

“ Menigo Drag Right ” means the drag along rights enjoyed by the Company with respect to all of the Menigo Management Equity Interests;

“ Menigo IA ” means the investment agreement relating to Cidron entered into between the Company, BBL, Nordic and Cidron dated 25 February 2010 (as amended);

“ Menigo Management Equity Interests ” means Menigo Managers’ equity interests in Cidron pursuant to and in accordance with the Menigo Management Warrants and the Menigo Management MIAs;

“ Menigo Management MIAs ” means the management investment agreements relating to Cidron (and dated on various dates in 2010 and 2014), in each case between Nordic, BBL, the Company, Cidron and a Menigo Manager (as amended);

“ Menigo Management Warrants ” means the “A” and “B” warrant agreements relating to ordinary shares in the capital of Cidron (and dated on various dates in 2010 and 2014), in each case between, amongst others, a Menigo Manager and Cidron;

“ Menigo Managers ” means Jonas Köhler, Jörgen Johansson, Martin Sagne, M. Anund, P. Feledy, T. Eriksson, Ellinor Löfström, J. Prom, O.Uhrström and G.Sundberg, and a “ Menigo Manager ” shall mean any one of them;

“ Minority Interestholders ” means the FD Investor, Nestlé, the Menigo Managers, Nordic, any Cucina Management Minority Interestholder, any holder of an Other Equity Interest, and, if Completion will take place on or following the FD Minority Inception Date, the FD Managers, and “ Minority Interestholder ” shall mean any one of them;

“ Minority Interests ” means all or any of (as the context may require):

“ Minority Interest Buyout Price ” means the purchase consideration payable by any Group Company or the Purchaser (as the case may be) to acquire the Minority Interests of a Minority Interestholder:

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and shall exclude any Transfer Costs, but include: (i) all other tax, social security or national insurance contributions that will or would (in the case of an estimated consideration amount) be borne by any member of the Group in connection with such consideration or estimated consideration; and (ii) in the case of any Partially Accreted Seller, any Non-Accreted Distribution Amount, provided that, with respect to the FD Management Equity Interests (A) no amount shall be included in the Minority Interest Buyout Price if Completion takes place prior to the FD Minority Inception Date, and (B) if Completion will take place on or following the FD Minority Inception Date, the amount included in the Minority Interest Buyout Price shall be equal to the FD Management Equity Excess Price (if any);

“ Minority Interest Compulsory Buyout Process ” means:

“ Minority Interest Key Documents ” means:

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“ Minority Interest Purchase Agreement ” means:

“ Minority Interest Overpayment Amount ” has the meaning given to it in clause 11.2(c);

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“ Minority Interest Settlement Cost ” has the meaning given to it in clause 11.2(b);

“ MIOA Accreted Amount ” has the meaning given to it in the relevant Management Sale Agreement;

“ MIOA Non-Accreted Amount ” has the meaning given to it in the relevant Management Sale Agreement;

“ MIOA Notice ” has the meaning given to it in clause 11.2(d);

“ Nestlé ” means Centre de Coordination Nestlé S.A;

“ Nestlé Call Option ” means Nestlé‘s call option in respect of all of the CFHL Preference Shares in connection with Completion, pursuant to and in accordance with the Nestlé Option Agreement;

“ Nestl é Conditional SPA ” means the conditional sale and purchase agreement to be entered into between Nestlé and Brakes Group plc relating to the acquisition of the CFHL Preference Shares;

“ Nestlé Option Agreement ” means the put and call option agreement dated 2 November 2015 between CFHL, Nestlé France SAS and CAUK;

“ Non-Accreted Distribution Amount ” has the meaning given to it in the relevant Management Sale Agreement;

“ Non-Accreted Escrow Account ” means the account (specified in the Escrow Agreement) into which the Non-Accreted Distribution Amounts payable by the Purchaser at Completion pursuant to paragraph 3(ii) of Part 3 of Schedule 3 shall be paid;

“ Nordic ” means Nordic Wholesale Services S.à r.l, a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg with registered number B 120.759;

“ Nordic Conditional SPA ” means the conditional sale and purchase agreement to be entered into between Nordic, BBL, Cidron and Brakes Group plc relating to the acquisition of the Nordic Shares and the repayment of the Nordic Jersey Shareholder Loan;

“ Nordic Drag Right ” means the drag along rights enjoyed by the Company with respect to all of the equity interests held by Nordic in Cidron;

“ Nordic Equity Securities ” means the ordinary shares held by Nordic in the capital of Cidron;

“ Nordic Jersey ” means Nordic Wholesale Services Limited, a private limited liability company incorporated under the laws of Jersey with registered number 94266;

“ Nordic Jersey Shareholder Loan ” means the shareholder loan advanced by Nordic Jersey to Cidron pursuant to the loan agreement dated 11 February 2010;

“ Notice ” has the meaning given to it in clause 22.1;

“ Notified Transaction Costs ” has the meaning given to it in clause 5.3(b);

“ Outstanding Minority Escrow Account ” means the account specified in the Escrow Agreement into which the amount payable by the Purchaser at Completion pursuant to paragraph 4 of Part 3 of Schedule 3 shall be paid;

“ Outstanding Minority Interests ” has the meaning given to it in clause 11.2(a);

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“ Partially Accreted Seller ” has the meaning given to it in the relevant Management Sale Agreement;

“ Pensions Regulator ” means the UK regulator of work-based pension schemes established pursuant to Part 1 of the Pensions Act 2004;

“ Permitted Assignee ” means any member or members of the Purchaser’s Group which is the legal and/or beneficial owner from time to time of any or all of the Shares and assets of the Group Companies;

“ Permitted Leakage ” means any of:

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and, for the avoidance of doubt, there shall be no double-counting of items as Permitted Leakage;

“ PIK Debt Restructuring ” means the transactions and steps to be implemented prior to Completion in relation to the PIK Facility as described in the PIK Debt Restructuring Paper or pursuant to any Alternative PIK Restructure;

“ PIK Debt Restructuring Paper ” means the document entitled “Project Lemongrass - Exit considerations” in the agreed form;

“ PIK Facility ” means the agreement dated 12 October 2007 (as subsequently amended on 11 July 2008 and amended and restated on 25 April 2014), entered into between Cucina Finance as borrower, Cucina Holdings (UK) Limited as guarantor, Barclays Capital, J.P. Morgan PLC and The Royal Bank of Scotland PLC as arrangers, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland PLC as original lenders and J.P. Morgan Europe Limited as facility agent and security agent;

“ Portfolio Companies ” means the portfolio companies of those funds managed or advised by Bain Capital Investors, LLC or any of its Affiliates;

“ Properties ” means the properties short particulars of which are set out in Schedule 6;

“ Public Searches ” means the following publicly available searches carried out on the date specified below:

in each case, as conducted on 16 February 2016 and in relation to each Group Company incorporated in England and Wales;

“ Purchaser Guarantee ” has the meaning given to it in clause 8.3(a);

“ Purchaser’s Group ” means the group of companies comprising the Purchaser and its Affiliates (including, following Completion, any member of the Group), and “ member of the Purchaser’s Group ” shall be construed accordingly;

“ Relevant Proportion ” means in respect of an Institutional Seller, the proportion (expressed as a percentage) as is notified by the Institutional Sellers’ Representatives to the Purchaser pursuant to clause 5.3, provided always that the aggregate of such Relevant Proportions is equal to 100%;

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“ Relief ” includes, unless the context otherwise requires, any allowance, credit, deduction, exemption or set off in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, or any right to or actual repayment of or saving of Tax (including any repayment supplement, fee or interest in respect of Tax);

“ Representatives ” means, in relation to a party, its respective Affiliates and the directors, officers, employees, agents, advisers, accountants and consultants of that party and/or of its respective Affiliates;

“ Restricted Employee ” means any of the individuals listed in Schedule 9;

“ Reverse Leakage ” means:

in each case, less any Tax paid, incurred or assumed thereon;

“ Ruling ” means any consent, ruling, confirmation or clearance from any Tax Authority;

“ Sale Securities ” means the Loan Notes and the Sale Shares;

“ Sale Shares ” means the entire issued share capital of the Company to be sold by the Institutional Sellers at Completion, the details of which as at the date of this agreement are set out in part 1 of Schedule 1 and which shall include the ordinary shares in the capital of the Company to be issued by the Company pursuant to the PIK Debt Restructuring (as notified by the Institutional Sellers to the Purchaser pursuant to clause 5.3), being the entire issued share capital of the Company;

“ Sanctioned Person ” means any person, organisation or vessel:

“ Sanctioned Territory ” means any country or other territory subject to a general export, import, financial or investment embargo under any Economic Sanctions Law (including, but not limited to, Iran, Syria and North Korea);

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“ SAP Claim ” means the potential claim by SAP against the Group relating to the Group’s usage of SAP licences as set out in the document entitled “SAP Licensing Requirements” dated 10 February 2016 and issued by SAP to Brake Bros Foodservice Limited;

“ SAP Claim Settlement Amount ” means (i) the aggregate amount of any payments made or to be made by any Group Company in final settlement of the SAP Claim pursuant to clause 5.6 up to a maximum amount of £6,422,026, together with the Costs incurred by the Group in relation to such settlement, or (ii) if the SAP Claim has not been settled by the Group prior to the date on which the notice is issued by the Institutional Sellers’ Representative pursuant to clause 5.3, the amount of £6,422,026 together with the Costs incurred by the Group between the date hereof and Completion in relation to the settlement of the SAP Claim;

“ Seller Equity Proceeds ” has the meaning given to it in clause 3.1;

“ Sellers’ Solicitors ” means Baker & McKenzie LLP of 100 New Bridge Street, London EC4V 6JA;

“ Service Provider ” means, in relation to a company, a person (including any director, officer, employee, agent or other intermediary) who performs services for or on behalf of that company;

“ Stop Notice ” has the meaning given to it in clause 5.4(b);

“ Subsidiaries ” means the companies details of which are given in Part 2 of Schedule 1 and any reference to a “ Subsidiary ” is a reference to any of them;

“ Substitute Purchaser ” has the meaning given to it in clause 8.1;

“ Substitute Notice ” has the meaning given to it in clause 8.1;

“ Tax ” means all forms of taxation and all withholdings, duties, imposts, levies, social security contributions and rates imposed, assessed or enforced by any local, municipal, governmental, state, federal or other body or authority in any jurisdiction, in all cases being in the nature of taxation and any interest, penalty, surcharge or fine in connection therewith;

“ Tax Authority ” means any Authority competent to impose Tax;

“ Total Daily Accrued Amount ” means the amount equal to the aggregate of the Daily Accrued Amount for each day from (and including) the day immediately following the Locked Box Date up to (and including) the Completion Date;

“ Transaction ” means the acquisition by the Purchaser of the Sale Securities pursuant to the terms of this agreement;

“ Transaction Costs ” means all costs and expenses (including Transaction bonuses and any fees to the Institutional Sellers’ Group, but excluding any Transfer Costs and breakage costs in relation to the Debt Facilities) incurred by any member of the Group to the extent that no specific allowance, provision or reserve has been made in the Locked Box Accounts in respect of such costs and expenses, in each case together with any unrecoverable value added tax thereon, in connection with the preparation, negotiation, contemplation or termination of the documentation and other arrangements relating to (i) the possible sale of the business of or shares of any member of the Group; (ii) an initial public offering of the same; (iii) the Minority Interests; or (iv) any similar transaction;

“ Transaction Documents ” means this agreement, the Disclosure Letter, any side letter or other document ancillary to this agreement entered into by any or all of the parties hereto and each document required to be entered into by any or all of the parties hereto on or before Completion pursuant to the terms of this agreement;

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“ Transaction Proceeds ” means the Transaction proceeds actually received by a Management Warrantor in each case on an after-Tax basis, as set out in the Transaction Proceeds Letter;

“ Transaction Proceeds Letter ” means the letter from the Institutional Sellers’ Representative to the Purchaser dated on or around the date of this agreement confirming the proceeds (whether in respect of securities or pursuant to any Transaction bonus) that each Management Warrantor will receive in relation to the Transaction (on an after-Tax basis);

“ Transfer Costs ” means a sum equal to the aggregate of:

“ Unconditional Date ” means the date on which both of the Conditions are fulfilled or waived in accordance with clause 4.2; and

“ Warranties ” means the Business Warranties and the warranties set out in clause 9.1.

The knowledge, awareness or belief of a Management Warrantor (or an expression of similar import) shall be deemed to be a reference to the actual knowledge, awareness or belief of that Management Warrantor at the date of this agreement having made reasonable enquiry of each other Management Warrantor. A Management Warrantor shall not be imputed with the knowledge of any other person (including of any other Management Warrantor) other than as a result of the actual knowledge acquired following making reasonable enquiry of the other Management Warrantors.

All references to statutes, statutory provisions, enactments, EU directives or EU regulations shall include references to any consolidation, re-enactment, modification or replacement of the same, any statute, statutory provision, enactment, EU directive or EU regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time except to the extent that any consolidation, re-enactment, modification or replacement enacted after the date of this agreement would extend or increase the liability of any party to another under this agreement.

A company or other entity shall be a “ holding company ” for the purposes of this agreement if it falls within either the meaning attributed to that term in s1159 CA 2006 or the meaning attributed to the term “ parent undertaking ” in s1162 CA 2006, and a company or other entity shall be a “ subsidiary ” for the purposes of this agreement if it falls within either the meaning attributed to that term in s1159 CA 2006 or the meaning attributed to the term “ subsidiary undertaking ” in s1162 CA 2006, and the terms “ subsidiaries ” and “ holding companies ” are to be construed accordingly.

Any reference to a document in the “ agreed form ” is to the form of the relevant document in the terms agreed between the Institutional Sellers and the Purchaser prior to the execution of this agreement and initialled for identification purposes only by or on behalf of the Institutional Sellers’ Representative and the Purchaser (in each case with such amendments as may be agreed by or on behalf of the Institutional Sellers’ Representative and the Purchaser).

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References to this agreement include the recitals and schedules which form part of this agreement for all purposes. References in this agreement to the parties, the recitals, schedules and clauses are references respectively to the parties and their legal personal representatives, successors and permitted assigns, the recitals and schedules to and clauses of this agreement.

Save where specifically required or indicated otherwise:

Clause and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

For the purposes of determining any amount which is expressed in a currency other than Sterling, such amount shall be deemed for the purposes of this agreement to be an amount in Sterling translated at the exchange rate quoted on the relevant page of Bloomberg (or equivalent service) at the close of business on the last Business Days before the relevant date.

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Subject to the terms of this agreement, each Institutional Seller agrees to sell with full title guarantee, and the Purchaser agrees to purchase, the Sale Securities as referenced opposite that Institutional Seller’s name in column 2 of Part 3 of Schedule 1 free from any Encumbrance, subject to and with effect from Completion and with all rights attaching to them from Completion.

Each Institutional Seller hereby irrevocably waives and agrees to procure the waiver of any restrictions on transfer (including rights of pre-emption) which may exist in relation to the Sale Securities, whether under the articles of association of the Company or otherwise.

The total price for the Sale Securities to be paid by the Purchaser to the Institutional Sellers is:

(such net amount being the “ Seller Equity Proceeds ”).

Each Institutional Seller shall be entitled to its Seller Equity Proceeds in accordance with clause 3.5. Payment in accordance with paragraph 1 of Part 3 of Schedule 3 shall be an absolute discharge for the Purchaser of its obligation to pay the Seller Equity Proceeds to the Institutional Sellers and any obligation pursuant to clause 3.5. In no event shall the Purchaser be required to pay any amount in excess of the Seller Equity Proceeds (as adjusted in accordance with clauses 3.3, 11.2(c)(iii), 11.3(c) and 11.6 of this agreement) to the Institutional Sellers in respect of the purchase of the Sale Securities.

If any payment is made by the Institutional Sellers or the Management Warrantors to the Purchaser under or for breach of this agreement, or from the Purchaser to the Institutional Sellers or the Management Warrantors under or for breach of this agreement, the payment shall adjust the Seller Equity Proceeds, which shall be reduced or increased (as applicable) by the amount of such payment.

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The Institutional Sellers shall procure that an amount of the Loan Note Value Amount shall be waived by Cucina (BC) Luxco S.à r.l. on Completion as is equal to (a) the Loan Note Value Amount (prior to the application of this Clause 3.4) less (b) (i) the Seller Equity Proceeds (prior to any increase thereof pursuant to any steps taken pursuant to the PIK Debt Restructuring) minus (ii) £100,000 (the “ Total Waiver Amount ”).

The Seller Equity Proceeds will be allocated as follows:

Completion is conditional on:

and if the Transaction has been referred back (or deemed to have been referred back) in part to the Competition Authority of any Member State under Article 4(4) or Article 9 of the EU Merger Regulation, the European Commission having adopted the decision or decisions referred to in either paragraphs (i) or (ii) above in respect of any and all parts of the Transaction not so referred to a Competition Authority of a Member State; and

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Each Institutional Seller agrees, at its own cost, to cooperate with the Purchaser and to as soon as reasonably practicable deliver to the Purchaser all information reasonably required by the Purchaser for the purpose of making the relevant Filings and satisfying the Conditions. Any competitively sensitive information shall be limited to the Purchaser’s external counsel on an external counsel to counsel only basis. Each Institutional Seller shall as soon as reasonably practicable inform the Purchaser of any contact from any Competition Authority in relation to the Transaction to any member of the Institutional Sellers’ Group or the Group and shall procure that no member of the Institutional Sellers’ Group or the Group shall initiate or respond to any contact with or from any such Competition Authority without prior consultation with and the prior approval of the Purchaser.

Each party shall bear the fees and charges incurred by it in connection with any notifications or filings pursuant to this clause 4.

If:

this agreement (other than clauses 1 ( Interpretation ), 15 ( Announcements, Confidentiality and Return of Information ), 16 ( Counterparts ), 20 ( Entire Agreement ), 22 ( Notices ), 23 ( Costs ), 24 ( Third Party Rights ), 26 ( Assignment ), and 27 ( Governing Law and Submission to Jurisdiction )) shall automatically terminate and no party shall have any claim hereunder against the other parties (save in respect of claims arising out of any antecedent breach of this agreement).

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and, in each case, promptly upon such waiver having been obtained, provide evidence of the same to the Purchaser. For the avoidance of doubt, the failure by the Institutional Sellers to obtain any such waiver shall not give rise to any right of the Purchaser to terminate or rescind this agreement.

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No more than 5 Business Days after the Unconditional Date (and to be refreshed no later than 10 Business Days prior to the date of Completion where there has been a delayed Completion pursuant to clause 6.5(a)(ii) or otherwise), the Institutional Sellers’ Representative shall deliver to the Purchaser a notice setting out the following:

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As from the date of this agreement until Completion, the Institutional Sellers undertake to the Purchaser that, on the reasonable request of the Purchaser, they will cooperate and assist (and procure the cooperation and assistance of the Group and use all reasonable endeavours to procure the cooperation and assistance of the Institutional Sellers’ Group in respect of the PIK Facility only and Brakes Capital) with:

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Completion shall take place on the date falling 15 Business Days after the Unconditional Date, or on such date as may be otherwise agreed in writing between the Purchaser and the Institutional Sellers’ Representative.

Completion shall take place at the offices of the Sellers’ Solicitors (or such other place as may be agreed between the Institutional Sellers’ Representative and the Purchaser) when all (but not some only) of the events detailed in this clause 6 shall occur.

At Completion the Institutional Sellers shall:

At Completion, the Purchaser shall do or deliver (or cause to be delivered) to the Institutional Sellers or the Institutional Sellers’ Representative (as applicable) the matters or items listed in Part 3 of Schedule 3.

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then the other party shall be required to proceed to Completion and, to the extent that any such obligation is not complied with at Completion, the defaulting party shall (without affecting any other rights and remedies available to the other party) ensure that such obligation is fulfilled as soon as practicable following Completion.

Each Institutional Seller hereby covenants and undertakes to the Purchaser that in the period from (and excluding) the Locked Box Date up to (and including) Completion:

If the Purchaser considers that any Leakage has occurred between the Locked Box Date and the Completion Date, it may, from time to time during the Leakage Claim Period, give notice of such fact to the Institutional Sellers setting out in reasonable detail the nature, timing and amount of such Leakage. The liability of the Institutional Sellers pursuant to clauses 7.1 and 7.3 shall terminate on the expiry of the Leakage Claim Period, save: (i) in respect of any

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Leakage duly notified by the Purchaser in compliance with this clause to the Institutional Sellers prior to that date; and (ii) to the extent that any claim under or for breach of those provisions (or the delay in discovery of such a claim) is the consequence of, or is increased as a consequence of, dishonesty or other fraud on the part of an Institutional Seller. As from the date of this agreement until Completion, each Institutional Seller shall notify the Purchaser promptly upon becoming aware of the occurrence of any Leakage.

Subject to clause 7.2, as the sole and exclusive remedy of the Purchaser for any breach of clause 7.1 (save in the case of dishonesty or other fraud on the part of an Institutional Seller), each Institutional Seller undertakes that it shall pay in cash to the Purchaser (or, if so directed by the Purchaser, to any member of the Group) on demand, a sum equal (on a pound for pound basis) to:

plus an amount equal to the aggregate of: (i) the amount of such Leakage for which that Institutional Seller is liable under this clause multiplied by 6% and divided by 365 for each day from (and including) the day on which the Leakage occurred and up to (and including) the date of such remedial payment; and (ii) any reasonable Costs incurred by the Purchaser or any other member of the Purchaser’s Group in connection with such Leakage, and, if applicable to such Leakage, each Institutional Seller shall take all reasonable steps to terminate, cancel and rescind any and all agreements or commitments that constitute Leakage.

The provisions in clauses 7.1 to 7.3 shall not in any respect be extinguished or affected by Completion but no claim may be brought in respect of these provisions unless and until Completion has occurred.

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any employee, director, officer or adviser of a member of the Group (other than, in respect of the Management Warrantors, under or for breach of this agreement) on whom it may have relied before agreeing to any term of, or entering into, this agreement or any other agreement or document referred to herein.

any employee, director, officer or adviser of it or a member of the Group on whom it may have relied before agreeing to any term of, or entering into, this agreement or any other agreement or document referred to herein.

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Subject to clause 15.2, the Purchaser acknowledges that the Institutional Sellers may need access from time to time after Completion to certain accounting, tax and other records and information held by the Group to the extent such records and information pertain to events occurring prior to Completion for the purpose of (i) filing their tax returns or dealing with the relevant Tax Authority in respect of such returns and/or (ii) complying with applicable Laws or regulations and, accordingly, the Purchaser agrees that it shall cause each member of the Group:

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If any of the Minority Interests (“ Outstanding Minority Interests ”) are not transferred to the Company or relevant member of the Group or the Purchaser (as the case may be) on or prior to the Completion Date:

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Payment of the amounts as set out in and in accordance with the MIOA Notice shall be an absolute discharge for the Purchaser of its obligation to make any payments under clause 11.2(c).

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Any amount paid to the Institutional Sellers pursuant to this clause 11.3(c) shall adjust the Seller Equity Proceeds by an equal amount. Payment of the amounts as set out in and in accordance with the Leaver Release Notice shall be an absolute discharge for the Purchaser of its obligation to make any payments under clause 11.3(c).

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offer to employ or seek to entice away from any Group Company or any member of the Purchaser’s Group, or conclude any contract for services with, any Restricted Employee (provided that such person in each case remains employed by a Group Company immediately prior to the relevant breach of this clause), except in respect of such person being appointed to the board of directors or other supervisory board of a member of the Institutional Sellers’ Group in a non-executive capacity where such role does not give rise to an actual or potential conflict of interest with the relevant person’s role with the Group. In addition, if any Portfolio Company approaches any member of the Institutional Sellers’ Group (other than a Portfolio Company) with respect to the proposed employment of any Restricted Employee in the 12 months after Completion, the Institutional Sellers shall direct (and procure that the relevant member of the Institutional Sellers’ Group who is not an Institutional Seller directs) that Portfolio Company not to hire, entice away or conclude any contract for services with that Restricted Employee.

The Institutional Sellers shall, and shall procure that each member of the Institutional Sellers’ Group shall, waive any amount owed to it by the Group at Completion if and to the extent it is not an amount owing under a Debt Facility.

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If, following Completion, any amount of the FD Management Completion Bonus (“ Unallocated Amount ”) is no longer payable to a FD Manager in accordance with the terms of the FD Management Implementation Letter (as a result of that person becoming a Bad Leaver (as defined in the FD Management Implementation Letter)), the Purchaser shall:

Any amount paid to the Institutional Sellers pursuant to this clause 11.6 shall adjust the Seller Equity Proceeds by an equal amount. Each Institutional Seller shall be entitled to its Relevant Proportion of the Unallocated Amount. Payment in accordance with clause 11.6(b) shall be an absolute discharge for the Purchaser of its obligation to pay the Unallocated Amount to the Institutional Sellers.

With effect from Completion, the Purchaser:

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Each Institutional Seller hereby irrevocably (by way of security for the performance of his obligations under this agreement) appoints the Institutional Sellers’ Representative as his attorney with full authority on his behalf and in his name or otherwise to do all acts and to execute and deliver such documents or agreements as are required by Law or as may, in the reasonable opinion of the Institutional Sellers’ Representative, be required to give effect to the matters described in clause 13.1(a).

The Purchaser, each Institutional Seller and each Management Warrantor acknowledges that in exercising the powers and authorities conferred by this clause 13 upon the Institutional Sellers’ Representative, the Institutional Sellers’ Representative shall not be acting, or be construed as acting, as trustee on behalf of any Seller, and save in the case of fraud or bad faith, no Institutional Seller shall be entitled to make any claim against any Institutional Sellers’ Representative in relation to the exercise, enforcement or giving, in good faith, by such Institutional Sellers’ Representative of any such right, discretion, direction, consent, approval or notice and each Institutional Seller shall indemnify any Institutional Sellers’ Representative for any losses incurred by the Institutional Sellers’ Representative in connection with any claim brought in breach of this clause 13.4.

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Notwithstanding clause 13.4, the Purchaser shall be entitled to rely on the exercise of the powers and authorities conferred on the Institutional Sellers’ Representative as if the relevant Institutional Seller is exercising such powers and authorities. For the avoidance of doubt, the Purchaser shall not be required to make any enquiries to establish the capacity or power of the Institutional Sellers’ Representative.

Each Management Warrantor hereby appoints Ken McMeikan and Phil Wieland (acting jointly) as his sole representatives to act on his behalf for all purposes under this agreement including for the purpose of:

Each Management Warrantor hereby irrevocably (by way of security for the performance of his obligations under this agreement) appoints the Managers’ Representatives as his attorneys (acting together) with full authority on his behalf and in his name or otherwise to do all acts and to execute and deliver such documents or agreements as are required by Law or as may, in the reasonable opinion of the Managers’ Representatives, be required to give effect to the matters described in clause 14.1.

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The Purchaser, each Institutional Seller and each Management Warrantor acknowledges that in exercising the powers and authorities conferred by this clause 14 upon the Managers’ Representatives, the Managers’ Representatives shall not be acting, or be construed as acting, as trustee on behalf of any Management Warrantor, and save in the case of fraud or bad faith, no Management Warrantor shall be entitled to make any claim against any Managers’ Representative in relation to the exercise, enforcement or giving, in good faith, by such Managers’ Representative of any such right, discretion, direction, consent, approval or notice and each Management Warrantor shall indemnify any Managers’ Representative for any losses incurred by that Managers’ Representative in connection with any claim brought in breach of this clause 14.4.

Notwithstanding clause 14.4, the Purchaser shall be entitled to rely on the exercise of the powers and authorities conferred on the Managers’ Representatives as if the relevant Management Warrantor is exercising such powers and authorities. For the avoidance of doubt, the Purchaser shall not be required to make any enquiries to establish the capacity or power of the Managers’ Representatives.

No disclosure or announcement relating to the existence or subject matter of this agreement shall be made or issued by or on behalf of the Institutional Sellers, the Management Warrantors or the Purchaser without the prior written approval of the Managers’ Representatives, the Institutional Sellers’ Representative and the Purchaser, provided that these restrictions shall not apply to any disclosure or announcement if required by any law, applicable securities exchange, supervisory, regulatory or governmental body or to any announcement that is consistent with the announcements already made through no breach of this clause 15.

Each party shall (and shall ensure that each of its Representatives shall) treat as strictly confidential and not disclose any information received or obtained by it or its officers, employees, agents or advisers as a result of entering into or performing this agreement which relates to:

provided that these restrictions shall not apply to any disclosure of information if and to the extent the disclosure is:

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If for any reason whatsoever the transactions contemplated by this agreement are not consummated, the Purchaser shall return to the Institutional Seller or destroy (1) all books and records relating or belonging to any member of the Group; and (2) the Disclosure Letter.

This agreement may be executed in any number of counterparts and by each party to it on separate counterparts and each such counterpart shall constitute an original of this agreement but all of which together constitute one and the same instrument. Delivery of a counterpart of this agreement by e-mail attachment or post shall be an effective mode of delivery.

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provided that in each case where delivery by hand occurs after 6pm on a Business Day or at any time on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day.

References to time in this clause are to local time in the country of the addressee.

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Address: Sysco Corporation, 1390 Enclave Parkway, Houston, TX 77077-2099

Email: Libby.Russell@corp.sysco.com and skorecki.adam@corp.sysco.com

For the attention of: Russell T. Libby and Adam Skorecki

Copy (which shall not constitute notice) to:

Address: Freshfields Bruckhaus Deringer, 65 Fleet St, London EC4Y 1HS, United Kingdom and Freshfields Bruckhaus Deringer, 601 Lexington Ave, New York, NY 10022, United States

Email: piers.prichardjones@freshfields.com and matthew.herman@freshfields.com

For the attention of: Piers Prichard Jones and Matthew Herman

Save for the Notified Transaction Costs (which will be paid by a Group Company) and as otherwise expressly set out in this agreement, each of the parties shall be responsible for its own legal, accountancy and other costs, charges and expenses incurred in connection with the negotiation, preparation and implementation of the Transaction Documents and any other agreement incidental to or referred to in this agreement.

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Each provision of this agreement shall continue in full force and effect after Completion, except to the extent that a provision has been fully performed on or before Completion.

The construction, validity and performance of this agreement and all non-contractual obligations arising from or connected with this agreement shall be governed by, and interpreted in accordance with, the laws of England.

The parties to this agreement irrevocably agree that the courts of England shall have exclusive jurisdiction over any claim or matter arising under or in connection with this agreement and that accordingly any proceedings in respect of any such claim or matter may be brought in such court.

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The parties have shown their acceptance of the terms of this agreement by executing and delivering it as a deed on the date written above.

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