PINNACLE FOODS INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2015 • Pinnacle Foods Inc. • Food and kindred products • New York
Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the selling stockholders identified in Schedule E hereto (the “Selling Stockholders”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto. The aforesaid 5,000,000 shares of Common Stock to be purchased by the Underwriters are herein called, collectively, the “Securities.”
