TAX SHARING AGREEMENTTax Sharing Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products
THIS TAX SHARING AGREEMENT, dated as June 15, 2012, by and among Sara Lee Corporation (“Sara Lee”), a Maryland corporation, by and on behalf of itself and each Affiliate of Sara Lee (as determined after the Separation), MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands, (“DutchCo”) and currently an indirect, wholly owned subsidiary of Sara Lee, and DE US, Inc., a Delaware corporation and currently a direct, wholly owned subsidiary of Sara Lee (“CoffeeCo”), by and on behalf of itself and each Affiliate of CoffeeCo (as determined after the Separation). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2012 BY AND AMONG SARA LEE CORPORATION, DE US, INC., AND DEMB MERGER COMPANYAgreement and Plan of Merger • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2012 (this “Agreement”), is by and among Sara Lee Corporation, a Maryland corporation (“Sara Lee”), DE US, Inc., a Delaware corporation (“CoffeeCo”), and, as of the date hereof, a wholly-owned subsidiary of Sara Lee, D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with a corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”), and, as of the date hereof, a wholly-owned subsidiary of CoffeeCo, and DEMB Merger Company, a Delaware corporation and wholly-owned subsidiary of DutchCo (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Master Separation Agreement, entered into by and between Sara Lee, CoffeeCo and DutchCo, on or around the date hereof (the “Master Separation Agreement”).
INTELLECTUAL PROPERTY SEPARATION AGREEMENTIntellectual Property Separation Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • Delaware
This Intellectual Property Separation Agreement (this “Agreement”), dated as of June 15, 2012, is by and among Sara Lee Corporation, a Maryland corporation (“Sara Lee”), on the one hand, and D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”), and DE US, Inc., a Delaware corporation (“CoffeeCo” and together with DutchCo, the “CoffeeCo Parties”), on the other hand (each, a “Party” and collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT by and between SARA LEE CORPORATION, and DE US, INC. Dated as of June 15, 2012Employee Matters Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 15, 2012, by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”) and DE US, Inc., a Delaware corporation (“CoffeeCo”), and, as of the date hereof, a wholly-owned subsidiary of Sara Lee. Each of Sara Lee, DutchCo and CoffeeCo is herein referred to as a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined herein, including in Article III below, shall have the meanings ascribed to them in the Separation Agreement (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 15, 2012, is by and among Sara Lee Corporation, a Maryland corporation (“Sara Lee”), on the one hand, and D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”), and DE US, Inc., a Delaware corporation (“CoffeeCo” and together with DutchCo, the “CoffeeCo Parties”), on the other hand (each, a “Party” and collectively, the “Parties”).
LICENSE AND SERVICES AGREEMENT by and between SARA LEE/DE B.V. and JMS FOODSERVICE, LLC Dated as of January 3, 2012 Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange...License and Services Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • New York
This LICENSE AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2012 (the “Effective Date”), is entered into by and between SARA LEE/DE B.V. (“Licensor”), and JMS FOODSERVICE, LLC (“Licensee”). Licensor and Licensee are each sometimes referred to herein as a “Party”, and collectively, as the “Parties.”
