AGREEMENT AND PLAN OF MERGER by and among CLEMENT ...

16439551.17.BUSINESS
____________________________________________________
AGREEMENT AND PLAN OF MERGER
by and among
CLEMENT PAPPAS AND COMPANY, INC.,
POMONA HOLDINGS, INC.,
POMONA MERGER CORP.,
and
EXECUTION VERSION
CLEMENT DAVID PAPPAS and
CLEMENT DIMITRI PAPPAS
as Representatives of Former Shareholders
(for purposes of Sections 2.7, 5.10, 8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 only),
and
LASSONDE INDUSTRIES, INC.
(for purposes of Article 10 only)
Dated June 17, 2011
____________________________________________________

TABLE OF CONTENTS
16439551.17.BUSINESS -i-
Page
ARTICLE 1 CERTAIN DEFINITIONS .............................................................................. 1
1.1 Certain Definitions................................................................................................. 1
1.2 Interpretation........................................................................................................ 14
ARTICLE 2 THE MERGER .............................................................................................. 14
2.1 The Merger; Effects of the Merger ...................................................................... 14
2.2 Closing ................................................................................................................. 15
2.3 Certificate of Merger............................................................................................ 15
2.4 Organizational Documents................................................................................... 15
2.5 Directors; Officers ............................................................................................... 15
2.6 Conversion of Common Stock............................................................................. 15
2.7 Purchase Price; Calculation of Estimated Purchase Price; Closing Date
Payments; Adjustment to Estimated Purchase Price ........................................... 16
2.8 Letters of Transmittal and Stock Certificates ...................................................... 20
2.9 Dissenting Shares................................................................................................. 21
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......... 22
3.1 Organization and Qualification............................................................................ 22
3.2 Authorization ....................................................................................................... 22
3.3 Non-contravention ............................................................................................... 22
3.4 Governmental Consents....................................................................................... 23
3.5 Capitalization; Subsidiaries ................................................................................. 23
3.6 Financial Statements; Absence of Undisclosed Liabilities.................................. 24
3.7 Absence of Certain Developments....................................................................... 25
3.8 Compliance with Laws; Governmental Authorizations; Licenses; Etc ............... 25
3.9 Litigation.............................................................................................................. 26
3.10 Taxes.................................................................................................................... 26
3.11 Environmental Matters......................................................................................... 28
3.12 Employee Matters ................................................................................................ 29
3.13 Employee Benefit Plans....................................................................................... 30
3.14 Intellectual Property Rights ................................................................................. 31
3.15 Contracts .............................................................................................................. 32

TABLE OF CONTENTS
(continued)
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Page
3.16 Insurance.............................................................................................................. 34
3.17 Real Property ....................................................................................................... 35
3.18 Title to Assets ...................................................................................................... 36
3.19 Related-Party Transactions .................................................................................. 36
3.20 Brokers................................................................................................................. 36
3.21 Customers and Suppliers...................................................................................... 37
3.22 Bank Accounts..................................................................................................... 37
3.23 NO ADDITIONAL REPRESENTATIONS........................................................ 37
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND
NEWCO......................................................................................................... 38
4.1 Organization......................................................................................................... 38
4.2 Authorization ....................................................................................................... 38
4.3 Non-contravention ............................................................................................... 38
4.4 No Consents......................................................................................................... 39
4.5 Litigation.............................................................................................................. 39
4.6 Financial Ability .................................................................................................. 39
4.7 Acknowledgement by Parent and Newco............................................................ 40
4.8 Brokers................................................................................................................. 41
ARTICLE 5 COVENANTS AND AGREEMENTS.......................................................... 41
5.1 Shareholder Matters............................................................................................. 41
5.2 Access and Information ....................................................................................... 41
5.3 Conduct of Business by the Company................................................................. 42
5.4 Reasonable Best Efforts; Further Assurances...................................................... 44
5.5 Financing.............................................................................................................. 46
5.6 Public Announcements ........................................................................................ 48
5.7 Employee Benefits............................................................................................... 48
5.8 Indemnification of Directors and Officers........................................................... 50
5.9 Obligations of Parent ........................................................................................... 51
5.10 Tax Filings ........................................................................................................... 51
5.11 Exclusive Dealing ................................................................................................ 55

TABLE OF CONTENTS
(continued)
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Page
5.12 Transactions with Former Shareholders .............................................................. 55
5.13 Matters relating to the Additional Equity Contribution....................................... 55
ARTICLE 6 CONDITIONS TO CLOSING ...................................................................... 56
6.1 Mutual Conditions ............................................................................................... 56
6.2 Conditions to the Obligations of Parent and Newco............................................ 56
6.3 Conditions to the Obligations of the Company and Former Shareholders .......... 58
ARTICLE 7 TERMINATION............................................................................................ 59
7.1 Termination.......................................................................................................... 59
7.2 Effect of Termination........................................................................................... 60
7.3 Reverse Termination Fee ..................................................................................... 60
ARTICLE 8 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION................. 61
8.1 Survival of Representations ................................................................................. 61
8.2 General Indemnification ...................................................................................... 62
8.3 Third-Party Claims............................................................................................... 63
8.4 Direct Claims ....................................................................................................... 64
8.5 Limitations on Indemnification Obligations........................................................ 65
8.6 Mitigation............................................................................................................. 66
8.7 Exclusive Remedy ............................................................................................... 66
8.8 Release of Escrow Funds..................................................................................... 67
8.9 Special Procedures for Taxes............................................................................... 68
ARTICLE 9 REPRESENTATIVES OF THE FORMER SHAREHOLDERS.................. 68
9.1 Authorization of Representatives......................................................................... 68
ARTICLE 10 MISCELLANEOUS ...................................................................................... 71
10.1 Notices ................................................................................................................. 71
10.2 Disclosure Letter.................................................................................................. 73
10.3 Time of the Essence; Computation of Time ........................................................ 73
10.4 Expenses .............................................................................................................. 73
10.5 Governing Law; Jurisdiction................................................................................ 73
10.6 Assignment; Successors and Assigns; No Third-Party Rights ............................ 74
10.7 Counterparts......................................................................................................... 75

TABLE OF CONTENTS
(continued)
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Page
10.8 Titles and Headings.............................................................................................. 75
10.9 Entire Agreement................................................................................................. 75
10.10 Severability .......................................................................................................... 75
10.11 No Strict Construction ......................................................................................... 75
10.12 Specific Performance........................................................................................... 75
10.13 WAIVER OF JURY TRIAL................................................................................ 76
10.14 Failure or Indulgence not Waiver ........................................................................ 76
10.15 Amendments and Waivers ................................................................................... 77
10.16 Legal Representation ........................................................................................... 77
10.17 Certain Understandings........................................................................................ 77
10.18 Lassonde Industries, Inc. Guaranty...................................................................... 78

Exhibits
Exhibit A Form of Escrow Agreement
Exhibit B Form of Certificate of Merger
Exhibit C Letter of Transmittal
Exhibit D Commitment Letter
Exhibit E [Intentionally Omitted]
Exhibit F Forms of Key Employee Agreement
Exhibit G Form of Non-competition Agreements
Exhibit H P-L Holdings Stockholders’ Agreement
Exhibit I Form of Stock Purchase Agreement
16439551.17.BUSINESS -v-

16439551.17.BUSINESS
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated June 17, 2011, by and among
Clement Pappas and Company, Inc., a New Jersey corporation (the “Company”), Pomona
Holdings, Inc., a Delaware corporation (“Parent”), and Pomona Merger Corp., a New Jersey
corporation and wholly-owned subsidiary of Parent (“Newco”), and, solely for the purposes of
Sections 2.7, 5.10, 8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 of this Agreement, Clement David
Pappas and Clement Dimitri Pappas, as the Representatives, and, solely for the purposes of
Article 10 of this Agreement, Lassonde Industries, Inc., a Canadian corporation (“Lassonde”).
WHEREAS, the respective boards of directors (or similar body) of Parent, Newco and
the Company have approved this Agreement and the merger of Newco with and into the
Company on the terms and subject to the conditions set forth herein; and
WHEREAS, the respective boards of directors (or similar body) of Parent, Newco and
the Company have determined that this Agreement and the transactions contemplated by this
Agreement, including the Merger (as defined below), are in the best interests of such entity’s
shareholders or members, as the case may be.
NOW, THEREFORE, in consideration of the premises and of the mutual representations,
warranties and covenants contained herein, and intending to be legally bound, the parties hereto
agree as follows:
1.1 Certain Definitions.
ARTICLE 1
CERTAIN DEFINITIONS
As used in this Agreement, the following terms have the respective meanings set forth
below:
“Accounting Firm” has the meaning set forth in Section 2.7(d)(ii).
“Accounting Principles Consistently Applied” means the accounting principles used in
preparing the September 26, 2010 audited consolidated balance sheet included in the Company
Financial Statements (it being understood that the accounting principles used in preparing the
September 26, 2010 audited consolidated balance sheet included in the Company Financial
Statements are in conformity with GAAP, except as otherwise noted therein and as noted on
Schedule 3.6(b)(i) of the Disclosure Letter relating to the preparation of the September 26, 2010
audited consolidated balance sheet), using the same accounting methods, policies, practices and
procedures, with consistent classification, judgments and estimation methodology, as were used
in preparing the September 26, 2010 audited consolidated balance sheet included in the
Company Financial Statements, not taking into account or reflecting (x) any changes in
circumstances or events occurring after the opening of business on the Closing Date or (y) any
purchase accounting or other adjustment arising out of the consummation of the transactions
contemplated by this Agreement; provided, that inventories for the Company and its Subsidiaries
shall be stated at the lower of cost or market using the first-in, first-out (FIFO) method.
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“Acquisition Proposal” has the meaning set forth in Section 5.11.
“Actual Adjustment” means (x) the Purchase Price as set forth on the Final Statement of
Purchase Price minus (y) the Estimated Purchase Price.
“Additional Equity Contribution” means the additional equity contribution by Lassonde
or its Affiliates, by the purchase of additional common shares of P-L Holdings, that would be
required to be made by Lassonde or its Affiliates to meet the maximum total leverage ratio
condition precedent contained in paragraph (i)(4) of Exhibit C to the Commitment Letter as in
effect on the date hereof (which purchase of additional common shares shall be required only if
the EBITDA for the RTM Period is equal to or greater than $54,500,000).
“Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person; provided, that no party to
this Agreement shall be deemed to be an Affiliate of any other party to this Agreement
(including the Company) solely by reason of its ownership of Common Stock. For purpose of
this definitions, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.
“Aggregate Closing Consideration” means the Estimated Purchase Price, minus the
Escrow Amount.
“Agreement” means this Agreement and Plan of Merger.
“Allocation Schedule” has the meaning set forth in Section 5.10(d)(ii).
“Alternate Financing” has the meaning set forth in Section 5.5(a).
“Antitrust Division” means the Antitrust Division of the U.S. Department of Justice.
“Business Day” means a day, other than a Saturday or Sunday, on which commercial
banks in New York, New York, United States of America and Montreal, Quebec, Canada are
open for the general transaction of business.
“Certificate of Incorporation” means the Company’s Certificate of Incorporation dated
June 28, 1951, as amended on April 23, 1987, March 31, 1988 and February 5, 2001, as reflected
in the records of the Department of Treasury of the State of New Jersey.
“Certificate of Merger” has the meaning set forth in Section 2.3.
“Change in Control Bonus Agreements” means the following agreements: (i) the
employment agreement between the Company and John Graham entered into on December 3,
2008, as amended, including the Addendum thereto dated March 9, 2011, (ii) the employment
agreement between the Company and Cary Reimer entered into on December 3, 2008, as
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amended, including the Addendum thereto dated March 2011, and (iii) the employment
agreement between the Company and Marc Friedant entered into on March 21, 2011.
“Change in Control Bonus Payments” means the amounts payable to (i) John Graham
and Cary Reimer pursuant to the Addendums to their respective Change in Control Bonus
Agreements and (ii) Marc Friedant pursuant to Sections 4(a) and 4(b) of his Change in Control
Bonus Agreement.
“Claim” has the meaning set forth in Section 9.1(a)(iii).
“Closing” has the meaning set forth in Section 2.2.
“Closing Date” has the meaning set forth in Section 2.2.
“Closing Date Indebtedness” means the Indebtedness of the Company and its
Subsidiaries as of immediately prior to the Closing.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commitment Letter” has the meaning set forth in Section 4.6.
“Common Stock” means, collectively, the voting common shares, no par value, and the
non-voting common shares, no par value, of the Company.
“Common Stock Ownership Percentage” means, for each holder of shares of Common
Stock, the percentage determined by dividing (x) the number of shares of Common Stock held by
such holder immediately prior to the Effective Time by (y) the number of shares of Common
Stock outstanding immediately prior to the Effective Time (other than treasury shares).
“Company” has the meaning set forth in the introductory paragraph hereto.
“Company Expenses” means (i) the out-of-pocket fees and expenses incurred on or
before the Closing Date and payable by the Company to Goldman Sachs & Co. and Dechert LLP
or to other legal, accounting or financial advisors in connection with the transactions
contemplated by this Agreement (excluding any fees and expenses incurred in connection with
any financing of the transactions contemplated hereby), plus (ii) the aggregate amount of all sale,
retention or change of control bonus payments payable to current directors, officers and
employees pursuant to any agreement or plan in effect immediately prior to the Closing, and
payable by the Company or its Subsidiaries, either before or after the Closing, as a result of the
consummation of the transactions contemplated hereby, including any Change in Control Bonus
Payments and Retention Bonus Payments (provided, however, that Company Expenses shall (x)
include only 60% of Retention Bonus Payments that are not deductible by the Company in a
taxable period ending on or prior to the Closing Date, with it being understood that the remaining
40% portion of such Retention Bonus Payments shall be excluded from Company Expenses, and
(y) exclude, for the avoidance of doubt, payments to be made under the Company SERP), in all
cases, to the extent unpaid at or immediately prior to the Closing, plus (iii) the Expense Funds
payable to the Representatives pursuant to Section 9.1(b).
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“Company Financial Statements” has the meaning set forth in Section 3.6(a).
“Company SERP” means the Clement Pappas and Company, Inc. Supplemental
Executive Retirement Plan, amended and restated effective January 1, 2008.
“Company Shareholder Approval” has the meaning set forth in Section 5.1.
“Confidentiality Agreement” has the meaning set forth in Section 5.2(b).
“Contracts” has the meaning set forth in Section 3.15.
“Current Representation” has the meaning set forth in Section 10.16(a).
“D&O Indemnified Persons” has the meaning set forth in Section 5.8(a).
“Designated Person” has the meaning set forth in Section 10.16(a).
“Direct Claim” has the meaning set forth in Section 8.4.
“Disclosure Letter” means the letter of the Company to Parent and Newco dated the date
of this Agreement and delivered pursuant to Section 10.2 hereof.
“Dissenting Shares” has the meaning set forth in Section 2.9.
“EBITDA” means, for any period, (a) the consolidated net income of the Company and
its Subsidiaries for such period plus (b) the sum of (i) all interest charges and charges or
expenses relating to Indebtedness (including imputed interest charges with respect to capital
lease obligations and all amortization of debt discount and expense), (ii) federal, state and local
income tax expense, (iii) depreciation and amortization expense, and (iv) any charges and
expenses relating to the Company Expenses, Retention Bonus Payments and any other charges
and expenses (including those relating to the Company SERP) to the extent resulting from the
transactions contemplated by this Agreement, minus (c) to the extent included in the calculation
of net income for such period, $1,547,165 relating to the Company’s reversal of a bonus accrual
in the month ended September 26, 2010, all as calculated in accordance with the accounting
principles used in preparing the September 26, 2010 audited consolidated statement of income
included in the Company Financial Statements, using the same accounting methods, policies,
practices and procedures, with consistent classification, judgments and estimation methodology,
as were used in preparing the September 26, 2010 audited consolidated statement of income
included in the Company Financial Statements; provided, that inventories for the Company and
its Subsidiaries shall be stated at the lower of cost or market using the first-in, first-out (FIFO)
method; provided, further, that cranberry and cranberry concentrate inventories for the Company
and its Subsidiaries shall be stated at the Company’s standard costs as of the date of this
Agreement, which are set forth on Schedule 1.1(a) of the Disclosure Letter.
“Effective Time” has the meaning set forth in Section 2.3.
“Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in
Section 3(3) of ERISA) and all other material plans, agreements (including employment
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agreements), policies, programs or arrangements (whether qualified or nonqualified) maintained,
sponsored or contributed to by the Company or any of its Subsidiaries providing for fringe
benefits, bonus or incentive compensation, deferred compensation, or profit sharing, severance
pay, retirement benefits, health care, life insurance, disability, sick leave, or other welfare
benefits, stock, stock option, stock purchase, stock appreciation right, performance shares, or
supplemental unemployment, layoff, vacation, holiday, or any other similar benefits for any of
their current or former employees, but excluding any Multiemployer Plan and any employee
benefit plan maintained by a labor union or similar employee organization.
“Enforcement Costs” has the meaning set forth in Section 7.3.
“Environmental Laws” means all federal, state and local statutes, regulations, resolutions,
codes, rules, ordinances or requirements issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Authority and any
orders, writs, injunctions, awards, judgments and decrees applicable to the Company or to any of
its assets, properties or business, concerning or relating to public health and safety, worker health
and safety, and pollution or protection of the environment, including the comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.; the
Resource Conversation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Toxic Substances
Control Act, 15 U.S. C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Clean
Water Act, 33 U.S.C. § 1251 et seq.; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the
Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and state laws and regulations
adopted pursuant to such laws, as such requirements are enacted and in effect on or prior to the
Closing Date.
“Environmental Permits” has the meaning set forth in Section 3.11(a).
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended,
and the rules and regulations promulgated thereunder.
“ERISA Affiliate” means any entity that is considered a single employer with the
Company under Section 414 of the Code.
“Escrow Account” means an interest-bearing escrow account established pursuant to the
Escrow Agreement.
“Escrow Agent” means JPMorgan Chase Bank, N.A., as escrow agent under the Escrow
Agreement, or any other substitute escrow agent which if needed shall be mutually agreed upon
between Parent and the Representatives.
“Escrow Agreement” means the escrow agreement to be (x) entered into on the Closing
Date among Parent, the Surviving Corporation, the Representatives and the Escrow Agent and
(y) substantially in the form of Exhibit A attached hereto (together with any changes reasonably
requested by the Escrow Agent).
“Escrow Amount” has the meaning set forth in Section 2.7(c)(iv).
“Escrow Funds” has the meaning set forth in Section 2.7(c)(iv).
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“Estimated Purchase Price” has the meaning set forth in Section 2.7(b).
“Excess Expense Funds” has the meaning set forth in Section 9.1(b).
“Executive Life Insurance Policies” means those Variable Life Policies insuring each of
Craig Ablin, Marc Friedant, Mark Gilmour, John Graham, Kenneth Jankowitz, Rick Jochums,
Michael Luciano and Cary Reimer, provided by New England Life Insurance Company and held
by US Bank, as Trustee of Clement Pappas and Company, Inc.
“Expense Funds” has the meaning set forth in Section 9.1(b).
“Final Allocation Schedule” has the meaning set forth in Section 5.10(d)(ii).
“Final Statement of Purchase Price” has the meaning set forth in Section 2.7(d)(ii).
“Financing” has the meaning set forth in Section 4.6.
“Financing Failure” has the meaning set forth in Section 7.3.
“Former Shareholders” means the holders of shares of Common Stock (other than any
Dissenting Shares) immediately prior to the Effective Time.
“FTC” means the U.S. Federal Trade Commission.
“Fundamental Representations” has the meaning set forth in Section 8.1.
“GAAP” means generally accepted accounting principles, consistently applied, as in
effect in the United States on the date of this Agreement.
“Governmental Authority” means any national, federal, state, provincial, county,
municipal or local government, foreign or domestic, or the government of any political
subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar
body exercising executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other quasi-governmental
entity established to perform any of such functions.
“Guaranteed Obligations” has the meaning set forth in Section 10.18(a).
“Hazardous Substances” means any substance, material, waste or compound, pollutant or
contaminant that is defined, listed, identified or otherwise subject to regulation, control or
remediation under Environmental Laws or with respect to which liability or standards of conduct
are imposed under any Environmental Laws, including petroleum or petroleum constituents,
asbestos-containing material or polychlorinated biphenyls.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.
“Income Taxes” means all federal, state, local and foreign Taxes that are based on or
measured by income.
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“Indebtedness” means, as of any date, without duplication, the outstanding principal
amount of, accrued and unpaid interest on and other payment obligations (including any
prepayment premiums or termination penalties payable as a result of the consummation of the
transactions contemplated herein) arising under any obligations of the Company or its
Subsidiaries for (i) indebtedness for borrowed money, (ii) indebtedness evidenced by any note,
bond, debenture or other debt security, (iii) reimbursement obligations, contingent or otherwise,
in connection with any letters of credit issued for the account of the Company or its Subsidiaries
but only to the extent drawn, (iv) obligations representing the deferred purchase price of property
or services rendered, including earn-outs and other similar forms of contingent purchase prices
(but excluding accounts payable and accrued expenses arising in the Ordinary Course of
Business), (v) obligations under any interest rate protection or swap agreements, foreign
currency exchange agreements or other interest rate or exchange rate hedging arrangements
entered into by the Company or its Subsidiaries, (vi) obligations under leases required in
accordance with GAAP to be recorded as capital leases (but excluding any obligations under the
capital leases set forth on Schedule 1.1(b)) of the Disclosure Letter), and (vii) guarantees of any
of the foregoing, in each case excluding intercompany indebtedness.
“Indemnified Party” has the meaning set forth in Section 8.3(a).
“Intellectual Property Rights” means all rights arising anywhere in the world under (a)
patents and patent applications (including provisional applications, divisions, continuations,
continuations in part, reexaminations and reissues), inventions, processes, industrial designs and
techniques; (b) trademarks, service marks, trade names, domain names and other indicators of
source, and all registrations and applications for registration of any of the foregoing; (c)
registered and unregistered copyrights in both published works and unpublished works and
copyrightable subject matter; (d) trade secrets and confidential and proprietary know-how,
formulae, customer lists, technical information, data, process technology, industrial designs,
plans, drawings, blueprints and recipes and formulations; and (e) computer software, including
rights in source code and object code.
“IRS” has the meaning set forth in Section 3.13(a).
“Knowledge” means, with respect to any Person, the actual awareness of a fact or other
matter after reasonable inquiry; provided, that in the case of the Company, such knowledge shall
be limited to the Knowledge of Dean C. Pappas, Marc R. Friedant, Clement Dimitri Pappas,
Clement David Pappas, John Graham and Cary Reimer. For this purpose, “reasonable inquiry”
means, with respect to each person, (i) review by such person of the representations and
warranties herein qualified by Knowledge that relate to the Company or any of its Subsidiaries
and (ii) the reasonable review of files and other information of the Company or any of its
Subsidiaries in such person’s possession or custody.
“Lassonde” has the meaning set forth in the introductory paragraph hereto.
“Lassonde US Fruit Juice Business” means the sale, manufacture and distribution of fruit
juice, beverages containing fruit juice, beverages containing fruit concentrate, beverages
containing tea and functional beverages within the United States of America by Lassonde and its
Affiliates, it being understood that the Lassonde US Fruit Juice Business consists exclusively of
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certain agreements, including agreements with customers, distributors and brokers, sales
employees exclusively dedicated to the United States, certain customer and vendor relationships,
trademarks registered in the United States and goodwill and does not include any tangible assets
or real property.
“Laws” means (i) all applicable laws, statutes, regulations, rules, ordinances, judgments,
rulings, orders, writs, injunctions, decrees, (ii) any orders, settlements or awards of any
Governmental Authority or (iii) any published policy, standard or guidance promulgated by the
U.S. Food and Drug Administration which, although not necessarily having the force of law, is
regarded by the U.S. Food and Drug Administration as requiring compliance as if it had the force
of law, in each case as in effect on or prior to the Closing Date.
“Leased Property” has the meaning set forth in Section 3.17(b).
“Lenders” means any administrative agents, collateral agents, letter of credit issuers,
arrangers or other agents otherwise titled designated in connection with the syndication of the
Financing, and other lenders (or equivalent parties otherwise named) extending or facilitating the
Financing pursuant to the Commitment Letter (or in the case Alternate Financing has been
arranged, such agents, issuers, arrangers other agents or other lenders (or equivalent parties)
extending or facilitating the Alternate Financing), in each case, together with their Affiliates,
officers, directors, employees, agents, advisors and representatives and their respective
successors and assigns.
kind.
“Letter of Transmittal” has the meaning set forth in Section 2.8(a).
“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any
“Loss” has the meaning set forth in Section 8.2(a).
“Material Adverse Effect” means any effect, change, event, occurrence or condition
(whether or not constituting any breach of a representation, warranty, covenant or agreement set
forth in this Agreement) that, individually or in the aggregate with all other effects, changes,
events, occurrences or conditions, has or would reasonably be expected to have a material
adverse effect upon the financial condition, business or results of operations of the Company and
its Subsidiaries, taken as a whole; provided, however, that any adverse effect, change, event,
occurrence or condition arising from or related to any of the following shall not be taken into
account in determining whether a “Material Adverse Effect” has occurred: (i) conditions
generally affecting the United States economy or generally affecting one or more industries in
which the Company or its Subsidiaries operate, including changes in interest rates or currency
exchange rates; (ii) changes in the price of commodities or raw materials, including fruit or
concentrate, used in the business of the Company and its Subsidiaries; (iii) national or
international political conditions, including terrorism or the engagement by the United States in
hostilities or acts of war; (iv) financial, banking or securities markets (including any disruption
thereof and any decline in the price of any security or any market index); (v) changes in GAAP
or other accounting requirements; (vi) changes in any Laws or other binding directives issued by
any Governmental Authority after the date hereof; (vii) any action taken by a party hereto
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equired by or in accordance with this Agreement; (viii) the announcement, pendency or
completion of the transactions contemplated by this Agreement; (ix) any failure, in and of itself,
by the Company or its Subsidiaries to meet any internal or disseminated projections, forecasts or
revenue or earnings predictions for any period (it being understood that the facts and
circumstances giving rise or contributing to such failure may be taken into account in
determining whether there has been a Material Adverse Effect); or (x) any effect, change, event,
occurrence or condition to the extent described on Schedule 3.7, Schedule 3.8, Schedule 3.11 or
Schedule 5.3 of the Disclosure Letter; provided, however, that any effect, change, event,
occurrence or condition referred to in clause (i), (iii), (iv), (v) or (vi) may be taken into account
in determining whether there has been a Material Adverse Effect to the extent that such effect,
change, event or occurrence has a disproportionate adverse effect on the Company and its
Subsidiaries, taken as a whole, as compared to other participants in the industry in which the
Company and its Subsidiaries operate (in which case only the incremental disproportionate
impact or impacts may be taken into account in determining whether a Material Adverse Effect
has occurred). References in this Agreement to dollar amount thresholds shall not be deemed to
be evidence of a Material Adverse Effect or materiality or the lack thereof.
“Material Lease” has the meaning set forth in Section 3.17(b).
“Merger” has the meaning set forth in Section 2.1.
“Merger Consideration” means an amount equal to the sum of (a) the Purchase Price and
(b) the Closing Date Indebtedness.
“Merger Documents” means, collectively, this Agreement, the Certificate of Merger and
all other agreements and certificates executed in connection with the Merger and the other
transactions contemplated hereby.
“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.
“Net Working Capital” means, as of the open of business on the Closing Date, (a) the
“current assets” of the Company and its Subsidiaries less (b) the “current liabilities” of the
Company and its Subsidiaries on a consolidated basis (including obligations to employees for
accrued and unpaid vacation and pro rata employee bonus accruals), with each item thereof,
including reserves, as determined in accordance with the Accounting Principles Consistently
Applied; provided, however, that there shall be (x) included in “current assets” the aggregate
cash surrender value of the Executive Life Insurance Policies (provided that (A) for purposes of
determining the estimated Net Working Capital Adjustment pursuant to Section 2.7(a), the
Company shall use an aggregate estimated cash surrender value of the Executive Life Insurance
Policies as set forth in the then most recently available estimate from New England Life
Insurance and (B) for purposes of determining the Final Statement of Purchase Price pursuant to
Section 2.7(d)(ii) to be used in calculating the Actual Adjustment pursuant to Section 2.7(e), the
parties hereto shall use the aggregate cash proceeds received by the Surviving Corporation in
respect of the cancellation and liquidation of the Executive Life Insurance Policies pursuant to
Section 5.7(f)), (y) excluded from “current assets” (including any contra asset accounts) and
“current liabilities” (i) any Indebtedness of the Company, (ii) any deferred tax or income tax
assets, (iii) any deferred tax or income tax liabilities, (iv) any fees, expenses or liabilities related
- 9 -

to any financing by Parent and its respective Affiliates of the transactions contemplated hereby,
(v) any note or account receivable from, or cash advance to, any Former Shareholder or Affiliate
thereof, (vi) any intercompany accounts and transactions between the Company and/or any
Subsidiary, on the one hand, and another Subsidiary, on the other hand, (vii) any obligations
under or accruals relating to the Company SERP or the Retention Bonus Agreements and (viii)
any Company Expenses and (z) for the avoidance of doubt, included as a “current liability” the
remaining payable to Upper Deerfield Township Sewer Company in respect of past audits
relating to the calendar years 2004 through 2009 of sewer usage calculations.
“Net Working Capital Adjustment” means (i) the amount by which Net Working Capital
exceeds the Reference Amount or (ii) the amount by which Net Working Capital is less than the
Reference Amount; provided, that any amount which is calculated pursuant to clause (ii) above
shall be deemed to be a negative number.
“New Jersey Corporation Act” has the meaning set forth in Section 2.1.
“Newco” has the meaning set forth in the introductory paragraph hereto.
“Ordinary Course of Business” means the ordinary course of business of the Company
and its Subsidiaries consistent with past practice.
“Owned Real Property” has the meaning set forth in Section 3.17(a).
“Pappas Group” has the meaning set forth in the P-L Holdings Stockholders’ Agreement.
“Pappas Shareholders’ Agreement” means that certain Shareholders Agreement, dated as
of November 19, 2001, by and among Peter C. Pappas and Dean C. Pappas, as the same may be
amended from time to time.
“Parent” has the meaning set forth in the introductory paragraph hereto.
“Parent Indemnitee” and “Parent Indemnitees” have the meanings set forth in Section
8.2(a).
“Parent Plans” has the meaning set forth in Section 5.7(a).
“Pass-Through Tax” means any liability for Tax of a Former Shareholder, whether paid
by a Former Shareholder or by the Company or any Subsidiary on behalf of (and treated as a
distribution to) a Former Shareholder, that is calculated by reference to or otherwise directly
affected by the amount of taxable income or gain (or deduction, credit or loss) or similar item of
the Company, the Surviving Corporation or any Subsidiary under Subchapter S of the Code or
any corresponding or similar provision under foreign, state or local law.
“Per Share Adjustment Amount” means, if the Actual Adjustment is a positive number,
the amount obtained by dividing the Actual Adjustment by the number of shares of Common
Stock outstanding immediately prior to the Effective Time (other than treasury shares).
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“Per Share Closing Consideration” means the amount obtained by dividing the Aggregate
Closing Consideration by the number of shares of Common Stock outstanding immediately prior
to the Effective Time (other than treasury shares).
“Per Share Holdback Amount” means the amount obtained by dividing (i) the sum of (A)
any amounts released from the Escrow Account pursuant to this Agreement and the Escrow
Agreement for payment to Former Shareholders, when, as and if so released, and (B) any Excess
Expense Funds, by (ii) the number of shares of Common Stock outstanding immediately prior to
the Effective Time (other than treasury shares).
“Per Share Merger Consideration” has the meaning set forth in Section 2.6(a).
“Permit” means all licenses, permits, certificates, approvals, consents and other
authorizations of any Governmental Authority.
“Permitted Liens” means (i) mechanics’, materialmens’, carriers’, workmens’,
repairmens’, contractors’ or other similar Liens arising or incurred in the Ordinary Course of
Business and for amounts which are not yet due and payable and which would not constitute a
Material Adverse Effect, (ii) zoning, building, entitlement, conservation restriction and other
land use and environmental regulations by Governmental Authority, and exceptions, restrictions,
easements, imperfections of title, charges, rights-of-way and other similar encumbrances that do
not materially interfere with the present use of or the marketability of title to the Real Property,
(iii) Liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good
faith, (iv) purchase money Liens securing rental payments under capital lease arrangements, (v)
real estate taxes, assessments and other governmental levies, fees or charges imposed which are
not yet due and payable or are being contested in good faith, (vi) Liens imposed by law, (vii) as
to any Leased Property, Liens created, permitted or suffered by the fee owners thereof, (viii)
matters disclosed of public record or matters that would be disclosed on a correct survey, (ix)
Liens securing the Closing Date Indebtedness (which liens shall be terminated on the Closing
Date upon payment in full of the Closing Date Indebtedness in accordance with the terms hereof)
and (x) other Liens arising in the Ordinary Course of Business and not incurred in connection
with the borrowing of money.
“Person” means an individual, partnership, corporation, limited liability company, joint
stock company, unincorporated organization or association, trust, joint venture, association or
other organization, whether or not a legal entity, or a Governmental Authority.
“P-L Holdings” means Pappas Lassonde Holdings, Inc., a Delaware corporation and the
holder of all of the outstanding capital stock of Parent.
“P-L Holdings Stockholders’ Agreement” means that certain stockholders’ agreement to
be entered into on the Closing Date by P-L Holdings, the Surviving Corporation, 3346625
CANADA INC., Lassonde (U.S.A.) Inc. and the stockholders listed on the signature page
thereto.
“Post-Closing Representation” has the meaning set forth in Section 10.16(a).
“Post-Closing Tax Period” has the meaning set forth in Section 5.10(c)(i).
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“Pre-Closing Period Return” has the meaning set forth in Section 5.10(a).
“Principal Customers” has the meaning set forth in Section 3.21.
“Principal Suppliers” has the meaning set forth in Section 3.21.
“Proposed Closing Date Balance Sheet” has the meaning set forth in Section 2.7(d)(i).
“Proposed Closing Date Calculations” has the meaning set forth in Section 2.7(d)(i).
“Proposed Closing Date Statement of Net Working Capital” has the meaning set forth in
Section 2.7(d)(i).
“Proposed Purchase Price Calculation” has the meaning set forth in Section 2.7(d)(i).
“Purchase Price” has the meaning set forth in Section 2.7(a).
“Purchase Price Dispute Notice” has the meaning set forth in Section 2.7(d)(ii).
“Recall” means (a) the removal from sale or use by the Company or any of its
Subsidiaries of at least 35,000 units of a product because (i) such product violates, or the
Company or any Subsidiary reasonably believed it violates, any Laws, including the Laws
promulgated by the U.S. Food and Drug Administration or (ii) the Company or any of its
Subsidiaries determined that such product did not comply with customer specifications, or did
not meet minimum quality standards followed by the Company, any of its Subsidiaries or similar
food processing and manufacturing companies in the same industry or (b) either a Class I recall
or Class II recall, as defined in Chapter 7 of the Investigations Operations Manual maintained by
the U.S. Food and Drug Administration as of the date hereof.
“Reference Amount” means $50,300,000.
“Representatives” has the meaning set forth in Section 9.1(a).
“Responsible Party” has the meaning set forth in Section 8.3(a).
“Retention Bonus Agreements” means (i) the Letter Agreement between the Company
and Craig Ablin dated March 29, 2011, (ii) the Letter Agreement between the Company and
Robert Crawford dated March 29, 2011, (iii) the Letter Agreement between the Company and
Rick Jochums dated March 29, 2011, (iv) the Letter Agreement between the Company and
Michael Luciano dated April 4, 2011, (v) the Letter Agreement between the Company and
Patricia Nicolino dated April 4, 2011, (vi) the Letter Agreement between the Company and
Glenn McKellar dated February 22, 2011, (vii) the Letter Agreement between the Company and
Sue McGrath dated February 21, 2011, and (viii) the Letter Agreement between the Company
and Seth French dated February 22, 2011.
“Retention Bonus Payments” means the amounts payable to (i) Craig Ablin pursuant to
Article II(i) of his Retention Bonus Agreement and (ii) Robert Crawford pursuant to Article II of
his Retention Bonus Agreement and (iii) Rick Jochums, Michael Luciano, Patricia Nicolino,
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Glenn McKellar, Sue McGrath and Seth French pursuant to their respective Retention Bonus
Agreements.
“Reverse Termination Fee” has the meaning set forth in Section 7.3.
“Reverse Termination Fee Events” has the meaning set forth in Section 7.3.
“RTM Period” has the meaning set forth in Section 6.2(o).
“Section 338 Election” has the meaning set forth in Section 5.10(d)(i).
“Shareholder Indemnitee” has the meaning set forth in Section 8.2(b).
“Stock Certificates” means the outstanding certificates which immediately prior to the
Effective Time represent shares of Common Stock.
“Straddle Period” or “Straddle Periods” have the meanings set forth in Section 5.10(b).
“Straddle Period Returns” has the meaning set forth in Section 5.10(b).
“Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a corporation, a majority of the
total voting power of shares of capital stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other
business entity, a majority of the partnership or other similar ownership interests thereof is at the
time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of
that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed
to have a majority ownership interest in a partnership, association or other business entity if such
Person or Persons shall be allocated a majority of partnership, association or other business
entity gains or losses or shall be or control the managing director, managing member, general
partner or other managing Person of such partnership, association or other business entity.
Unless the context requires otherwise, each reference to a Subsidiary shall be deemed to be a
reference to a Subsidiary of the Company.
“Surviving Corporation” has the meaning set forth in Section 2.1.
“Tax” means any federal, state, local or foreign income, gross receipts, franchise,
estimated, alternative minimum, add on minimum, sales, use, transfer, real property gains,
registration, value added, excise, stamp, occupation, windfall profits, real property, personal
property, capital stock, social security (or similar), unemployment, disability, payroll, license,
employee or other withholding, or other tax, of any kind whatsoever, including any interest,
penalties or additions to tax or similar items in respect of the foregoing.
“Tax Return” means any return, report, declaration, claim for refund, information return
or other document (including any related or supporting schedule, statement or information) filed
or required to be filed in connection with the determination, assessment or collection of any Tax
- 13 -

of any party or the administration of any laws, regulations or administrative requirements
relating to any Tax (including any amendment thereof).
“Termination Date” has the meaning set forth in Section 7.1(b).
“Third-Party Claim” has the meaning set forth in Section 8.3(a).
“Third-Party Intellectual Property” has the meaning set forth in Section 3.14(b)(i).
“Threshold” has the meaning set forth in Section 8.5(b)(iii).
“Treasury Regulations” means the income Tax regulations, including temporary
regulations, promulgated under the Code, as such regulations may be amended from time to
time.
1.2 Interpretation.
Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the
words, “herein,” “hereto,” “hereof,” “hereunder” and words of similar import refer to this
Agreement as a whole and not to any particular Section or paragraph hereof; (ii) the word
“including” means “including, but not limited to”; (iii) masculine gender shall also include the
feminine and neutral genders, and vice versa; (iv) words importing the singular shall also include
the plural, and vice versa; and (v) accounting terms which are not otherwise defined in this
Agreement shall have the meanings given to them under GAAP.
ARTICLE 2
THE MERGER
2.1 The Merger; Effects of the Merger.
Upon the terms and subject to the conditions of this Agreement, at the Effective Time,
Newco shall, pursuant to the provisions of the New Jersey Business Corporation Act, Title 14A
of the New Jersey Statutes (as amended from time to time, the “New Jersey Corporation Act”),
be merged with and into the Company (the “Merger”), and the separate corporate existence of
Newco shall thereupon cease in accordance with the provisions of the New Jersey Corporation
Act. The Company shall be the surviving corporation in the Merger and shall continue to exist as
said surviving corporation under its present name pursuant to the provisions of the New Jersey
Corporation Act. The separate corporate existence of the Company with all its rights, privileges,
powers and franchises shall continue unaffected by the Merger. The Merger shall have the
effects specified in the New Jersey Corporation Act. From and after the Effective Time, the
Company is sometimes referred to herein as the “Surviving Corporation.”
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2.2 Closing.
The closing of the Merger (the “Closing”) shall take place at the offices of Dechert LLP,
Cira Centre, 2929 Arch Street, Philadelphia, Pennsylvania 19104, at 10:00 a.m., New York City
time, on the third Business Day following the satisfaction or waiver of the conditions set forth in
Article 6 (other than those conditions that by their terms must be satisfied on the Closing Date,
but subject to the satisfaction or waiver of such conditions at the Closing), or at such place and
on such date and time as the Company and Parent shall mutually agree. The time and date of the
Closing is herein called the “Closing Date.”
2.3 Certificate of Merger.
As part of the Closing, the parties hereto shall cause a certificate of merger substantially
in the form attached hereto as Exhibit B (the “Certificate of Merger”) to be properly executed
and filed in accordance with the relevant provisions of the New Jersey Corporation Act and shall
make all other filings or recordings required under the New Jersey Corporation Act to effectuate
the Merger. The Merger shall be effective at the time and on the date of the filing of the
Certificate of Merger in accordance with the New Jersey Corporation Act (the date and time the
Merger becomes effective being the “Effective Time”), which filing shall occur on the Closing
Date, or at such other time as the Company and Newco shall agree shall be specified in the
Certificate of Merger.
2.4 Organizational Documents.
The certificate of incorporation and by-laws of Newco immediately prior to the Effective
Time shall be the certificate of incorporation and by-laws of the Surviving Corporation and shall
continue in full force and effect until further amended in the manner prescribed by the provisions
of the New Jersey Corporation Act.
2.5 Directors; Officers.
The directors and officers identified in the P-L Holdings Stockholders’ Agreement shall
be the directors and officers, respectively, of the Surviving Corporation and will serve until their
successors are duly elected or appointed and qualify in the manner provided in the certificate of
incorporation or by-laws of the Surviving Corporation or as otherwise provided by law, or until
their earlier death, resignation or removal.
2.6 Conversion of Common Stock.
(a) Conversion of Common Stock Held by Shareholders. As of the Effective
Time, by virtue of the Merger and without any action on the part of any holder thereof or
any party hereto, each share of Common Stock issued and outstanding immediately prior
to the Effective Time and held by any shareholder (other than (i) shares held in the
Company’s treasury and (ii) Dissenting Shares) shall be converted into the right to
receive (A) the Per Share Closing Consideration, (B) the Per Share Holdback Amount
and (C) the Per Share Adjustment Amount (the sum of clauses (A), (B) and (C), the “Per
Share Merger Consideration”), payable in cash to the holder thereof, without interest
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thereon, upon surrender of the Stock Certificate formerly representing such share, all in
accordance with Sections 2.7 and 2.8 hereof and the Escrow Agreement.
(b) Treasury Shares. Each share of Common Stock held in the treasury of the
Company immediately prior to the Effective Time shall, by virtue of the Merger and
without any action on the part of the holders thereof, be canceled, retired and cease to
exist as of the Effective Time and no payment shall be made with respect thereto.
(c) Newco Shares. As of the Effective Time, each share of capital stock of
Newco issued and outstanding immediately prior to the Effective Time shall, without any
action on the part of Newco, be converted on a one-for-one basis into shares of the
corresponding class of capital stock of the Surviving Corporation.
(d) Holders of Stock Certificates. From and after the Effective Time, the
holders of the Stock Certificates (other than Stock Certificates representing Dissenting
Shares) which immediately prior to the Effective Time represented any shares of
Common Stock shall cease to have any rights with respect to such shares of Common
Stock, except the right to receive the Per Share Closing Consideration, the Per Share
Holdback Amount and the Per Share Adjustment Amount, as applicable.
2.7 Purchase Price; Calculation of Estimated Purchase Price; Closing Date
Payments; Adjustment to Estimated Purchase Price.
(a) Purchase Price. For purposes of this Agreement, “Purchase Price” shall
mean a dollar amount equal to (i) $390,000,000 plus (ii) the Net Working Capital
Adjustment (which may be a negative number), minus (iii) the amount of Closing Date
Indebtedness, minus (iv) the amount of any Company Expenses not paid by the Company
or its Subsidiaries prior to the Closing.
(b) Estimated Purchase Price. No later than three Business Days prior to the
Closing, the Company shall deliver to Parent a reasonably detailed calculation of the
Estimated Purchase Price, together with a certificate signed by the chief financial officer
of the Company to the effect that the Estimated Purchase Price was determined in good
faith in accordance with this Section 2.7(b) and including a reasonably detailed
calculation of each component described in Section 2.7(a)(i)-(iv) above. The “Estimated
Purchase Price” shall be a good faith estimate of the Purchase Price, as determined by the
Company based upon the Company’s most recent financial statements as of the date of
such estimate while taking into account to the extent reasonably possible changes in the
Company’s financial position since the date of such financial statements, and prepared in
accordance with the Accounting Principles Consistently Applied and the applicable
definitions set forth in this Agreement.
(c) Closing Date Payments. On the Closing Date, contemporaneously with
the filing of the Certificate of Merger, Parent shall, or shall cause Newco or the Surviving
Corporation to, make the following payments:
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(i) to each holder of a Stock Certificate (other than Stock Certificates
representing Dissenting Shares) properly surrendered, together with a duly
executed Letter of Transmittal, on or prior to the Closing Date in accordance with
Section 2.8, the Per Share Closing Consideration in exchange for each share of
Common Stock formerly evidenced thereby;
(ii) to the holders of the Closing Date Indebtedness, the amount of
such Closing Date Indebtedness on behalf of the Company and its Subsidiaries by
wire transfer of immediately available funds as directed by the Representatives;
(iii) to each payee of Company Expenses not paid by the Company or
its Subsidiaries prior to the Closing, the amount of such Company Expenses, on
behalf of the Company and its Subsidiaries as directed by the Representatives;
and
(iv) to the Escrow Agent, an amount of cash equal to $30,000,000
(such amount the “Escrow Amount” and such cash the “Escrow Funds”), to be
held and disbursed by the Escrow Agent in accordance with the Escrow
Agreement.
The Estimated Purchase Price less any amounts paid under the preceding clauses (i) and (ii) shall
be held in trust by the Surviving Corporation, in a segregated account, for the benefit of the
Former Shareholders and holders of Dissenting Shares.
(d) Preparation of the Final Statement of Purchase Price.
(i) As soon as practicable, but no later than 60 days after the Closing
Date, the Surviving Corporation shall prepare and deliver to the Representatives
(A) a consolidated balance sheet of the Company as of the opening of business on
the Closing Date, in the same form and including the same line items as the
Company’s September 26, 2010 audited consolidated balance sheet (the
“Proposed Closing Date Balance Sheet”), (B) a proposed calculation of Net
Working Capital derived from the Proposed Closing Date Balance Sheet as of the
opening of business on the Closing Date (the “Proposed Closing Date Statement
of Net Working Capital”) and (C) a proposed calculation of the Purchase Price
derived from the Proposed Closing Date Balance Sheet (the “Proposed Purchase
Price Calculation” and together with the Proposed Closing Date Statement of Net
Working Capital, the “Proposed Closing Date Calculations”) and the components
thereof, in each case prepared in good faith, in accordance with the Accounting
Principles Consistently Applied and the applicable definitions set forth in this
Agreement, together with a certificate signed by the chief financial officer of the
Surviving Corporation to the effect that the Proposed Closing Date Calculations
were determined in good faith in accordance with the Accounting Principles
Consistently Applied and the applicable definitions set forth in this Agreement.
(ii) Upon receipt of the Proposed Closing Date Calculations, the
Representatives shall have 30 days to review such calculations, together with any
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supporting schedules, analyses, working papers and other supporting
documentation of the Company that the Representatives may request. If the
Representatives do not give written notice of dispute (a “Purchase Price Dispute
Notice”) to Parent prior to 5:00 p.m., New York City time, on the 30 th day
following receipt of the Proposed Closing Date Calculations, the Representatives
and the other parties hereto agree that, absent fraud, the Proposed Closing Date
Calculations shall be deemed to set forth (A) the Net Working Capital as of the
opening of business on the Closing Date and (B) the Purchase Price. Any
Purchase Price Dispute Notice shall state each item to which the Representatives
take exception and specify in reasonable detail the nature and, if known, the
amount of any disagreement so asserted. If the Representatives give a Purchase
Price Dispute Notice to Parent within such 30-day period, the Representatives and
Parent will use reasonable efforts to resolve the dispute during an additional 30day
period commencing on the date Parent receives the applicable Purchase Price
Dispute Notice from the Representatives. Any resolution by the Representatives
during such 30-day period shall be set forth in writing and, absent fraud, shall be
conclusive and binding upon the Representatives, Parent and the other parties
hereto. If the Representatives and Parent do not obtain a final resolution within
such additional 30-day period (or such longer period as they may mutually agree
in writing), then the items in dispute shall be submitted immediately to the New
York, New York office of PricewaterhouseCoopers LLP, or if such firm has a
conflict or is otherwise unable to serve in such capacity, another independent
registered public accounting firm mutually acceptable to the Representatives and
Parent (the “Accounting Firm”). The Accounting Firm shall be instructed to
render a determination of the applicable dispute within 30 days after referral of
the matter to the Accounting Firm, which determination must be in writing and
must set forth, in reasonable detail, the basis therefor. The determination of the
Accounting Firm shall be conclusive and binding upon the Representatives,
Parent and the other parties hereto, absent fraud, and judgment may be entered
upon the determination of the Accounting Firm in any court having jurisdiction
over the party against which such determination is to be enforced.
The Accounting Firm shall determine, based solely on written submissions and
presentations by the Surviving Corporation, Parent and the Representatives and their respective
representatives, and not by independent review, the disputed items set forth in the Purchase Price
Dispute Notice (as the same may be supplemented prior to the submission of the matter to the
Accounting Firm). In resolving any disputed item, the Accounting Firm shall be bound by the
principles set forth in this Section 2.7 and 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. Each party shall use its reasonable best efforts to furnish to the
Accounting Firm such work papers and other documents and information pertaining to the
matters in dispute as the Accounting Firm may reasonably request. If any party fails to submit a
statement regarding any items in dispute submitted to the Accounting Firm within the time
determined by the Accounting Firm or otherwise fails to give the Accounting Firm access as
reasonably requested, then the Accounting Firm shall render a decision based solely on the
evidence timely submitted and the access afforded to the Accounting Firm by the other party.
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The Surviving Corporation will revise the Proposed Closing Date Calculations as
appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.7(d)(ii).
The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation
together with any revisions thereto pursuant to this Section 2.7(d)(ii).
(iii) In the event the Representatives and Parent submit any unresolved
objections to the Accounting Firm for resolution as provided in Section
2.7(d)(ii) above, the fees, costs and expenses of the Accounting Firm (i) shall be
paid by Parent in the proportion that the aggregate dollar amount of such disputed
items so submitted that are successfully disputed by the Representatives (as
finally determined by the Accounting Firm) bears to the aggregate dollar amount
of such items so submitted and (ii) shall be paid from the Escrow Funds in the
proportion that the aggregate dollar amount of such disputed items so submitted
that are unsuccessfully disputed by the Representatives (as finally determined by
the Accounting Firm) bears to the aggregate dollar amount of such items so
submitted. The Accounting Firm shall include in its determination of any disputed
items a determination, which shall be final and binding on the Representatives,
Parent and the other parties hereto, of the aggregate portion of the Accounting
Firm’s fees, costs and expenses that shall be borne by Parent or paid from the
Escrow Funds in accordance with the provisions of this Section 2.7(d)(iii).
(iv) Parent and the Surviving Corporation will cooperate with, make its
financial records available to and otherwise assist the Representatives and their
management, staff, accountants and other representatives at reasonable times
during the review by the Representatives of, and the resolution of any objections
with respect to, the Proposed Closing Date Calculations.
(e) Adjustment to Estimated Purchase Price.
(i) If the Actual Adjustment is a positive amount, the Surviving
Corporation will pay to each Former Shareholder an amount equal to (x) the
number of shares of Common Stock held by such former holder immediately prior
to the Effective Time multiplied by (y) the Per Share Adjustment Amount, by
wire transfer or delivery of other immediately available funds, within three
Business Days after the date on which the Purchase Price is finally determined
pursuant to Section 2.7(d) above.
(ii) If the Actual Adjustment is a negative amount, then within three
Business Days after the date on which the Purchase Price is finally determined
pursuant to Section 2.7(d) above, Parent and the Representatives shall deliver
joint written instructions to the Escrow Agent instructing the Escrow Agent to
deliver to the Surviving Corporation from the Escrow Account an amount equal to
the absolute value of such negative amount.
(iii) All payments under this Section 2.7(e) shall be treated as
adjustments to the Merger Consideration for all Tax purposes except as otherwise
required by applicable law.
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2.8 Letters of Transmittal and Stock Certificates.
(a) Promptly after the date hereof, the Company shall mail or otherwise
deliver a letter of transmittal substantially in the form attached as Exhibit C hereto (a
“Letter of Transmittal”) to each record holder of Stock Certificates (other than Stock
Certificates representing Dissenting Shares or for which a Letter of Transmittal has
already been received) for return to the Company and instructions for use in effecting the
surrender of the Stock Certificates and payment therefor.
(b) Upon surrender of any Stock Certificates (other than Stock Certificates
representing Dissenting Shares), together with a duly executed Letter of Transmittal, on
or prior to the Closing Date, to Parent, Newco or the Surviving Corporation, the holder of
each Stock Certificate shall receive from the Surviving Corporation on the Closing Date
in exchange for each share of Common Stock formerly evidenced thereby, the Per Share
Closing Consideration.
(c) Upon surrender of any Stock Certificates (other than Stock Certificates
representing Dissenting Shares), together with a duly executed Letter of Transmittal, after
the Closing Date, to Parent or the Surviving Corporation, the holder of each Stock
Certificate shall receive from the Surviving Corporation as promptly as practicable
following such surrender in exchange for each share of Common Stock formerly
evidenced thereby, the Per Share Closing Consideration.
(d) Each share of Common Stock evidenced by such Stock Certificate so
surrendered shall be canceled; provided, that notwithstanding the cancellation of such
share of Common Stock, the former holder thereof shall remain entitled to receive, for
each share of Common Stock so canceled, the Per Share Holdback Amount and the Per
Share Adjustment Amount. Following the Effective Time, until surrendered in
accordance with the provisions of this Section 2.8, each share of Common Stock
evidenced by such Stock Certificate so surrendered (other than Stock Certificates
canceled pursuant to Section 2.6(b) and Stock Certificates representing Dissenting
Shares) shall represent for all purposes only the right to receive the Per Share Closing
Consideration, the Per Share Holdback Amount and the Per Share Adjustment Amount.
(e) If payment or delivery is to be made to a Person other than the Person in
whose name a Stock Certificate so surrendered is registered, it shall be a condition of
payment that the Stock Certificate so surrendered shall be properly endorsed or otherwise
in proper form for transfer, that the signatures on the Stock Certificate or any related
stock power shall be properly guaranteed and that the Person requesting such payment
either pay any transfer or other Taxes required by reason of the payment to a Person other
than the registered holder of the Stock Certificate so surrendered or establish to the
satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.
(f) Any Person entitled to a portion of the Purchase Price who has provided
wire transfer instructions to Parent prior to the Closing Date shall be entitled to payment
by wire transfer on the Closing Date in accordance with the instructions specified in such
Person’s Letter of Transmittal. No interest will be paid or will accrue for the benefit of
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the holders of Common Stock on the consideration payable upon the surrender of the
Letters of Transmittal and the Stock Certificates.
(g) In the event that any Stock Certificate (other than any Stock Certificate
representing Dissenting Shares) shall have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the registered holder of such lost, stolen or
destroyed Stock Certificate in form and substance reasonably acceptable to Parent
(if such affidavit is accepted before the Effective Time) or the Surviving Corporation (if
such affidavit is accepted after the Effective Time), the Surviving Corporation will issue
in exchange for such lost, stolen or destroyed Stock Certificate the applicable form of
consideration in respect thereof in the manner set forth in Sections 2.7 and 2.8.
(h) After the Effective Time, there shall be no transfers on the stock transfer
books of the Surviving Corporation of the shares of Common Stock that were outstanding
immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates
(other than Stock Certificates representing Dissenting Shares) are presented to the
Surviving Corporation for transfer, they shall be canceled and exchanged for the
applicable consideration as provided for, and in accordance with, the provisions, of this
Agreement.
2.9 Dissenting Shares.
Each share of Common Stock issued and outstanding immediately prior to the Effective
Time held by shareholders who shall have properly exercised their right to dissent to the Merger
under Section 14A:11-1 et seq. of the New Jersey Corporation Act (“Dissenting Shares”) shall
not be converted into the right to receive the applicable form of consideration pursuant to the
Merger, but shall be entitled to receive payment of the fair value of such shares in accordance
with the provisions of Section 14A:11-1 et seq. of the New Jersey Corporation Act, except that
each Dissenting Share held by a shareholder who shall thereafter withdraw his or her demand for
appraisal or shall fail to perfect or shall otherwise waive or lose his or her right to such payment
as provided in such Section 14A:11-1 et seq. shall be deemed to be converted, as of the Effective
Time, into the right to receive the applicable form of consideration in the form such holder
otherwise would have been entitled to receive as a result of the Merger.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Parent and Newco as follows:
3.1 Organization and Qualification.
Each of the Company and its Subsidiaries is a corporation or limited liability company, as
applicable, duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization specified on Schedule 3.1 of the Disclosure Letter and has the power
and authority necessary to own or lease its property and assets and to carry on its business as
presently conducted, and is duly qualified to do business as a foreign corporation or limited
liability company, as applicable, and is in good standing in each jurisdiction wherein the nature
of its business or the ownership of its assets makes such qualification necessary, except where
the failure to be so qualified and in good standing would not, individually or in the aggregate,
constitute a Material Adverse Effect. The Company has previously provided or made available
to Parent and Newco true and complete copies of (i) its Certificate of Incorporation and its bylaws
as currently in effect and (ii) the certificate or articles of incorporation and bylaws (or
comparable organizational documents) as currently in effect of each of its Subsidiaries.
3.2 Authorization.
The Company has the corporate power and authority to execute and deliver this
Agreement and each other Merger Document to be executed by the Company in connection
herewith and to perform its obligations hereunder and thereunder, all of which have been duly
authorized by all requisite corporate action, subject only to the adoption of this Agreement by the
shareholders of the Company and the filing of the Certificate of Merger. This Agreement has
been duly authorized, executed and delivered by the Company and, assuming that this
Agreement has been duly and validly authorized, executed and delivered by the other parties
hereto, constitutes a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws from time to time in effect relating to creditors’ rights and remedies
generally and general principles of equity.
3.3 Non-contravention.
Except as set forth on Schedule 3.3 of the Disclosure Letter, neither the execution and
delivery of this Agreement nor any other Merger Document, the consummation of the Merger
and the other transactions contemplated hereby nor the fulfillment of and the performance by the
Company of its obligations hereunder will (i) contravene any provision contained in the
Company’s Certificate of Incorporation or by-laws, (ii) conflict with, violate or result in a breach
(with or without the lapse of time, the giving of notice or both) of, or constitute a default (with or
without the lapse of time, the giving of notice or both) under, or require the consent or approval
of any third party under, (A) any Contract required to be scheduled on Schedule 3.15 of the
Disclosure Letter or Permit required to be scheduled on Schedule 3.8 of the Disclosure Letter or
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(B) assuming satisfaction of the requirements set forth in Section 3.4 below, any material
judgment, order, decree, statute, law, rule or regulation or other restriction of any Governmental
Authority, in each case to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound or to which any of their respective assets or
properties are subject, or (iii) result in the acceleration of, or permit any Person to terminate,
modify, cancel, accelerate or declare due and payable prior to its stated maturity, any material
obligation of the Company or any of its Subsidiaries.
3.4 Governmental Consents.
No consent, approval, order, permit or authorization of, or registration, declaration, notice
or filing with, any Governmental Authority is required by or with respect to the Company in
connection with the execution and delivery of this Agreement by the Company or the
consummation by the Company or its Subsidiaries of the Merger and the other transactions
contemplated hereby, except for those required under or in relation to the HSR Act or the New
Jersey Corporation Act with respect to the filing of the Certificate of Merger, except for any
consents, approvals, orders, permits, authorizations, registrations, declarations, notices and
filings for which no material consequences will arise from the failure to make or obtain them.
3.5 Capitalization; Subsidiaries.
(a) The Company’s authorized capital stock consists of (i) 2,500 authorized
shares of voting common stock, no par value, 1,130 shares of which are issued and
outstanding as of the date hereof, and (ii) 1,000,000 authorized shares of non-voting
common stock, no par value, 403,608 shares of which are issued and outstanding. As of
the date hereof, the outstanding shares of Common Stock are held of record by the
Persons set forth on Schedule 3.5(a) of the Disclosure Letter in the amounts set forth
opposite such Person’s name.
(b) The Company does not have any outstanding options or warrants relating
to its capital stock or any outstanding securities or obligations convertible into or
exchangeable for, or giving any Person any right to subscribe for or acquire from it, any
shares of its capital stock nor have any dividends been accrued or declared that are
unpaid on the Company’s or the Subsidiaries’ capital stock. Except as set forth in this
Agreement or in the Pappas Shareholders’ Agreement, there are no (i) outstanding
obligations of the Company to repurchase, redeem or otherwise acquire any capital stock
of the Company or (ii) voting trusts, proxies or other agreements among the Company’s
shareholders with respect to the voting or transfer of the Company’s capital stock. All of
the issued and outstanding shares of capital stock of the Company have been duly
authorized, validly issued, are fully paid and are nonassessable.
(c) Schedule 3.5(c) of the Disclosure Letter lists all Subsidiaries of the
Company, including each Subsidiary’s authorized stock, outstanding stock and record
owner thereof. Except as set forth on Schedule 3.5(c) of the Disclosure Letter, all of the
issued and outstanding shares of capital stock of each Subsidiary of the Company are
directly or indirectly owned by the Company free and clear of all Liens. No Subsidiary of
the Company has any outstanding options or warrants relating to its capital stock or any
- 23 -

outstanding securities or obligations convertible into or exchangeable for, or giving any
Person any right to subscribe for or acquire from it, any shares of its capital stock. There
are no (i) outstanding obligations of any Subsidiary of the Company to repurchase,
redeem or otherwise acquire any of its capital stock or (ii) voting trusts, proxies or other
agreements among its shareholders with respect to the voting or transfer of the capital
stock of such Subsidiary. All of the issued and outstanding shares of capital stock of each
Subsidiary of the Company have been duly authorized, validly issued, are fully paid and
are nonassessable.
3.6 Financial Statements; Absence of Undisclosed Liabilities.
(a) On or prior to the date hereof, the Company has made available to Parent
true and correct copies of (i) the audited consolidated balance sheets of the Company
(including the related notes) as of September 26, 2010, September 27, 2009 and
September 28, 2008 and the related consolidated statements of income and
comprehensive income, consolidated statements of retained earnings and consolidated
statements of cash flows (including the related notes) for the years ended September 26,
2010, September 27, 2009 and September 28, 2008 and (ii) the unaudited consolidated
balance sheet of the Company (including the related notes) as of March 27, 2011 and the
related consolidated statements of operations and consolidated statements of cash flows
(including the related notes) for the twenty-six weeks ended March 27, 2011
(collectively, the “Company Financial Statements”).
(b) The Company Financial Statements were derived from and are consistent,
in all material respects, with the books and records of the Company and present fairly, in
all material respects, the consolidated financial position and consolidated results of
operations and cash flows of the Company and its consolidated Subsidiaries as of the
respective dates or for the respective periods set forth therein, all in conformity in all
material respects with GAAP, except as otherwise noted therein or on Schedule 3.6(b)(i)
and (ii) of the Disclosure Letter hereto, and subject, in the case of the unaudited interim
financial statements, to the absence of certain notes and to normal year-end adjustments.
(c) Neither the Company nor any of its Subsidiaries have any material
liabilities or obligations of the nature required to be disclosed in a balance sheet prepared
in accordance with GAAP other than (i) as reflected in the Company Financial
Statements (including the related notes thereto), (ii) liabilities incurred after March 27,
2011 in the Ordinary Course of Business, (iii) Liabilities otherwise disclosed on Schedule
3.6(c) of the Disclosure Letter or the other Schedules to this Agreement, (iv) Liabilities
incurred in connection with this Agreement and the transactions contemplated hereby and
(v) executory liabilities under any contract or agreement to which the Company or any of
its Subsidiaries is a party.
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3.7 Absence of Certain Developments.
Except as set forth on Schedule 3.7 of the Disclosure Letter or as expressly permitted by
this Agreement, since March 27, 2011 to the date of this Agreement (i) there has not been any
Material Adverse Effect, (ii) the Company and its Subsidiaries have conducted their business in
the ordinary and usual course consistent with past practices, and (iii) there has not occurred any
action or event that, had it occurred after the date of this Agreement, would have required the
consent of Parent under Section 5.3. Since March 27, 2011 to the date of this Agreement, the
Company and its Subsidiaries have not experienced any uninsured physical damage or
destruction causing losses in excess of $75,000 to their tangible properties or assets.
3.8 Compliance with Laws; Governmental Authorizations; Licenses; Etc.
(a) Schedule 3.8 of the Disclosure Letter sets forth all material Permits issued
or granted to the Company or any Subsidiary and in effect as of the date hereof. Except as
set forth on Schedule 3.8 of the Disclosure Letter, (i) during the past three years, the
Company or the applicable Subsidiary has not received written notice of any proceeding
relating to the material noncompliance with, revocation or material modification of any
such material Permits, (ii) the Company and its Subsidiaries have all material Permits,
and have made all material notifications, registrations, certifications and filings with all
Governmental Authorities, necessary or advisable for the operation of their business as
currently conducted, and (iii) the Company and its Subsidiaries are in compliance in all
material respects with all Laws (including the Food, Drug and Cosmetics Act). Neither
the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of
their officers, directors or employees, has taken any action which would cause the
Company to be in violation of the Foreign Corrupt Practices Act during the three years
prior to the date of this Agreement. Except as set forth on Schedule 3.8, no proceeding
has been filed, or to the Knowledge of the Company, threatened, against the Company or
any Subsidiary alleging any failure by the Company or any Subsidiary to so comply in all
material respects with applicable Laws.
(b) To the Knowledge of the Company, since June 1, 2008 to the date of this
Agreement, (i) no product produced by the Company has been the subject of a Recall or
has been published on any list of Recalls by a Governmental Authority and (ii) to the
Knowledge of the Company, no product produced by the Company is subject to a Recall
that has been threatened by a Governmental Authority.
(c) Notwithstanding the foregoing, no representation or warranty is made
under this Section 3.8 in respect of any (i) matters relating to Taxes, which are addressed
in Section 3.10 (as to which no representation or warranty is made except as set forth in
Section 3.10), (ii) matters relating to Environmental Laws, which are addressed in
Section 3.11 (as to which no representation or warranty is made except as set forth in
Section 3.11), and (iii) employee and employee benefit matters, which are addressed in
Sections 3.12 and 3.13 (as to which no representation or warranty is made except as set
forth in Sections 3.12 and 3.13).
- 25 -

3.9 Litigation.
Except as set forth on Schedule 3.9 of the Disclosure Letter, there are no lawsuits,
actions, proceedings, claims or complaints by or before any Governmental Authority, pending or,
to the Company’s Knowledge, threatened in writing against the Company or its Subsidiaries
(i) relating to the Company, its Subsidiaries or their business or properties or (ii) seeking to
enjoin the transactions contemplated hereby. Except as set forth on Schedule 3.9 of the
Disclosure Letter, neither the Company nor any of its Subsidiaries are subject to any order, writ,
judgment, investigation or decree of any court or Governmental Authority.
3.10 Taxes.
Except as set forth on Schedule 3.10 of the Disclosure Letter:
(a) (i) each of the Company and its Subsidiaries has duly and timely filed all
Tax Returns with respect to any Income Taxes and all other material Tax Returns
required to be filed (taking into account valid extensions) by it, and all such Tax Returns
have been prepared in compliance with all applicable laws and regulations and are true,
correct and complete, in all material respects and (ii) all Taxes owed by each of the
Company and its Subsidiaries have been timely paid;
(b) neither the Company nor any Subsidiary is currently the subject of a Tax
audit or examination, and neither the Company nor any Subsidiary has received from any
taxing authority any (i) written notice, or, to the Knowledge of the Company, any other
notice indicating an intent to open a Tax audit or review of any Tax Return, (ii) written
request for additional information related to Tax matters, or (iii) written notice of
deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed
by any taxing authority against the Company or any Subsidiary;
(c) neither the Company nor any Subsidiary is currently the beneficiary of any
extension of time within which to file any Tax return and neither the Company nor any
Subsidiary has consented to extend the time, or is the beneficiary of any extension of
time, in which any Tax may be assessed or collected by any Governmental Authority;
(d) no Governmental Authority with which the Company or a Subsidiary does
not file Tax Returns has asserted in writing that the Company or any Subsidiary is or may
be required to pay Taxes to or file Tax Returns with that Governmental Authority, nor, to
the Knowledge of the Company, is there a reasonable factual basis for such an assertion
for Tax periods ending on or before the Closing Date;
(e) neither the Company nor any of its Subsidiaries (A) is a party to any
“closing agreements” described in Code § 7121 (or any comparable provision of state,
local or foreign Tax law) or (B) has requested or received any Tax ruling, in either case
that would have continuing effect after the Closing Date;
(f) the Company is and has been since March 27, 2000 a validly electing S
corporation within the meaning of Section 1361 of the Code, and each of the Subsidiaries
listed on Schedule 3.10(f) of the Disclosure Letter is and has been since the applicable
- 26 -

date listed on Schedule 3.10(f) of the Disclosure Letter a “qualified subchapter S
subsidiary” within the meaning of Code § 1361(b)(3)(B) of the Code;
(g) (i) the Company and its Subsidiaries shall not be liable for any Tax under
Code § 1374 (or any corresponding or similar provision of state, local, or non-U.S.
income Tax law) in connection with the deemed sale of the Company and its
Subsidiaries’ assets caused by the Section 338 Election contemplated in Section 5.10(d)
of this Agreement; (ii) the Company has not, in the past ten years, (A) acquired assets
from another corporation in a transaction in which the Company’s Tax basis was
determined, in whole or in part, by reference to the Tax basis of the acquired assets (or
any other property) in the hands of the transferor or (B) acquired the stock of any
corporation that is a “qualified subchapter S subsidiary” within the meaning of
Code § 1361(b)(3)(B); and (iii) no Subsidiary is classified as a corporation for U.S.
federal income tax purposes;
(h) each of the Company and its Subsidiaries has withheld and paid to the
appropriate taxing authority all Taxes required to have been withheld and paid;
(i) neither the Company nor any Subsidiary has been included in an affiliated
group filing a consolidated Tax return and neither the Company nor any Subsidiary has
any liability for the Taxes of any Person under Treasury Regulations § 1.1502-6 (or any
similar provision of state, local, or foreign law) as a transferee or successor, by contract
or otherwise;
(j) neither the Company nor any Subsidiary is a party to or bound by any Tax
allocation or sharing agreement, or similar agreement (whether express or implied), with
any third party, including any terminated agreement as to which the Company or any
Subsidiary could have any continuing liabilities on or after the Closing Date;
(k) there are no liens for Taxes (other than Taxes not yet due and payable or
for Taxes that the taxpayer is contesting in good faith) upon any of the assets of the
Company or any of its Subsidiaries;
(l) neither the Company nor any Subsidiary will be required to include any
item of income in, or exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result of any (i) change in
method of accounting for any taxable period ending on or prior to the Closing Date, (ii)
intercompany transaction or excess loss account described in Treasury Regulations under
Code § 1502 (or any corresponding or similar provision of state, local or non-U.S.
income Tax law), (iii) any installment or open transaction disposition made on or prior to
the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date;
(m) neither the Company nor any Subsidiary has made or become obligated to
make, nor will the Company or any Subsidiary, as a result of any event connected with
the transactions contemplated hereby and/or any termination of employment related to
such transaction, make or become obligated to make any “excess parachute payment,” as
defined in Code § 280G (without regard to (b)(4) thereof);
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(n) there are no joint ventures, partnerships or limited liability companies, or
other arrangements or contracts to which the Company or any Subsidiary is a party and
that could be treated as a partnership for U.S. federal income Tax purposes; and
(o) no Tax Return filed on behalf of the Company or any Subsidiary for a
taxable year after 2006 contains a disclosure statement with respect to the Company or
any Subsidiary under Code § 6662 (or any predecessor statute) or any similar provision
of law and neither the Company nor any Subsidiary has, directly or indirectly, entered
into either a “reportable transaction” as defined by Code § 6707A(c)(i) or a “listed
transaction” as defined in Treasury Regulations § 1.6011-4(b)(2).
The representations and warranties in this Section 3.10 are the sole and exclusive
representations and warranties of the Company concerning Tax matters.
3.11 Environmental Matters.
(a) Except as set forth on Schedule 3.11(a) of the Disclosure Letter, the
Company and its Subsidiaries are in material compliance, and for the past three years
have materially complied, with all applicable Environmental Laws and possess and are in
material compliance with all material environmental Permits necessary or advisable for
the operation of their business, assets, Owned Real Property and Leased Property as
currently conducted (“Environmental Permits”). A list of all such Environmental Permits
is set forth in Schedule 3.11(a) of the Disclosure Letter.
(b) Except as set forth on Schedule 3.11(b) of the Disclosure Letter, during
the past three years, the Company and its Subsidiaries have not received any written
notice, written inquiry or written claim from any Governmental Authority or other Person
regarding (i) any actual or alleged material violation of Environmental Laws, (ii) any
material failure to have or comply with any Environmental Permit, or (iii) any material
liabilities or material potential liabilities for personal injury, property damage or
investigation or remediation obligations arising under Environmental Laws.
(c) Except as set forth on Schedule 3.11(c) of the Disclosure Letter, the
Company and its Subsidiaries have not received any written request for information,
notice of claim, demand or notification in the past three years or that remains unresolved
that any of them is or may be potentially responsible with respect to any material
investigation or remediation of any threatened or actual release of any Hazardous
Substance.
(d) Except as set forth on Schedule 3.11(d) of the Disclosure Letter, the
Company and its Subsidiaries have not treated, used, stored, processed, disposed of,
arranged for the disposal of, transported, handled, produced, distributed, exposed any
person to, released, spilled, discharged or emitted any Hazardous Substances in violation
of Environmental Laws in a manner that has given or would reasonably be expected to
give rise to material Losses pursuant to Environmental Laws.
(e) Except as set forth on Schedule 3.11(e) of the Disclosure Letter, the
Company and its Subsidiaries have not, either expressly or by operation of law assumed
- 28 -

or undertaken any material liabilities, including any obligation for corrective or remedial
action, of any other Person, relating to Environmental Laws.
(f) Except as set forth on Schedule 3.11(f) of the Disclosure Letter, the
Company has delivered to or otherwise made available for review by Parent correct and
complete copies of (i) all material Environmental Permits in effect as of the date of this
Agreement and (ii) any material reports, studies, analyses, and reports of tests, or
monitoring, in the possession or control of the Company pertaining to Hazardous
Substances in, on, or under the Owned Real Property or Leased Property, or concerning
non-compliance by the Company with Environmental Laws.
(g) To the Company’s Knowledge, neither this Agreement nor the
consummation of the transactions contemplated by this Agreement will result in any
obligations of the Company or any Subsidiary for site investigation or cleanup, or consent
of a Governmental Authority or other third parties under Environmental Laws.
(h) The representations and warranties in this Section 3.11 are the sole and
exclusive representations and warranties of the Company concerning environmental
matters, including matters arising under Environmental Laws.
3.12 Employee Matters.
(a) Except as set forth on Schedule 3.12(a) of the Disclosure Letter, (i) the
Company and its Subsidiaries are not bound by any collective bargaining agreements
with respect to their employees, (ii) there is no labor strike, work stoppage or lockout
pending or, to the Company’s Knowledge, threatened in writing against the Company or
any of its Subsidiaries, (iii) to the Company’s Knowledge, no union organization
campaign is in progress with respect to any of the employees of the Company or its
Subsidiaries, and (iv) there is no unfair labor practice, charge or complaint pending
against the Company or any of its Subsidiaries, except, in the case of clauses (ii), (iii) or
(iv), as would not, individually or in the aggregate, constitute a Material Adverse Effect.
(b) Except as set forth on Schedule 3.12(b), the Company and its Subsidiaries
are in compliance in all material respects with all applicable Laws respecting labor,
employment, fair employment practices, terms and conditions of employment, plant
closing laws, health and safety, workers’ compensation, employee classification and
wages and hours, and there are no charges or claims pending against the Company or its
Subsidiaries before the Equal Employment Opportunity Commission, Department of
Labor or any other federal, state or local agency which deals with unlawful employment
practices.
(c) Schedule 3.12(c) sets forth all written employment agreements between
the Company or its Subsidiaries and any of their respective employees, in each case
which is not terminable at-will. Except as set forth on Schedule 3.12(c) of the Disclosure
Letter or for those temporary employees utilized by the Company and its Subsidiaries in
the Ordinary Course of Business, neither the Company nor its Subsidiaries utilize any
regular independent contractors or leased employees to perform services that would
- 29 -

ordinarily be performed by employees of the Company or its Subsidiaries in connection
with the business of the Company and its Subsidiaries.
(d) To the Knowledge of the Company, no employee of the Company or its
Subsidiaries is subject to any noncompetition or restrictive covenant agreements with any
Person that would restrict such employee from providing to the Company or its
Subsidiaries such services that such employee provides to the Company or its
Subsidiaries as of the date of this Agreement.
(e) The representations and warranties in this Section 3.12 and in Section 3.13
are the sole and exclusive representations and warranties of the Company concerning
employee and employee benefit plan matters.
3.13 Employee Benefit Plans
(a) Schedule 3.13(a) of the Disclosure Letter lists each Employee Benefit
Plan. As applicable with respect to each Employee Benefit Plan, the Company has made
available to Parent copies of (i) each Employee Benefit Plan, including all amendments
thereto, (ii) all trust documents and insurance contracts relating thereto, (iii) the current
summary plan description and each summary of material modifications thereto, (iv) the
most recently filed annual report (Form 5500 and all schedules thereto) and (v) the most
recent Internal Revenue Service (“IRS”) determination or opinion letter.
(b) Except as set forth on Schedule 3.13(b) of the Disclosure Letter:
(i) all Employee Benefit Plans have been maintained, funded and
administered in compliance with the terms of such plans, the terms of any
applicable collective bargaining agreements, and all applicable laws, including
ERISA and the Code, except where such noncompliance would not constitute a
Material Adverse Effect;
(ii) no Employee Benefit Plan, or any trustee or administrator thereof
nor any “fiduciary” has engaged in any breach of fiduciary responsibility or any
“prohibited transaction” (as such term is defined in Section 406 of ERISA or
Section 4975 of the Code) for which an exemption does not apply and which
would subject any such Employee Benefit Plan or trustee or administrator thereof,
or the Company, Parent or any of their respective Subsidiaries, to a tax or penalty
under Section 409 or Section 502 of ERISA, or Section 4975 of the Code, that
would, individually or in the aggregate, constitute a Material Adverse Effect;
(iii) each Employee Benefit Plan intended to qualify under Section
401(a) of the Code has received a favorable determination, opinion or advisory
letter from the IRS that such Employee Benefit Plan is a “qualified plan” under
Section 401(a) of the Code and the related trusts are exempt from tax under
Section 501(a) of the Code, and, to the Knowledge of the Company, no facts or
circumstances exist that would be reasonably likely to jeopardize the qualification
of such Employee Benefit Plan;
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(iv) except for the Retention Bonus Payments, the Change in Control
Payments and the Company SERP or as otherwise disclosed on Schedule
3.13(b)(iv) of the Disclosure Letter, the Company’s execution of, and
performance of the transactions contemplated by, this Agreement will not
constitute an event under any Employee Benefit Plan that will result (without the
occurrence of any other event) in any material payment, acceleration, vesting or
increase in benefits with respect to any employee of the Company or any of its
Subsidiaries; and
(v) neither the Company nor any of its Subsidiaries has any liability
under any Employee Benefit Plan, or otherwise, to provide medical or death
benefits with respect to current or former employees of the Company or any of its
Subsidiaries beyond their termination of employment (other than coverage
mandated by Law).
(c) Neither the Company nor any ERISA Affiliate (i) maintains, contributes
to, is required to contribute to, or has any liability (contingent or otherwise) relating to
any defined benefit pension plan that is subject to Part 3, Subtitle B of Title I of ERISA
or Title IV of ERISA, (ii) contributes to or is required to contribute to, any
Multiemployer Plan or (iii) has any liability (contingent or otherwise) relating to the
withdrawal or partial withdrawal from a Multiemployer Plan.
(d) The representations and warranties in this Section 3.13 and in Section 3.12
are the sole and exclusive representations and warranties of the Company concerning
employee and employee benefit plan matters.
3.14 Intellectual Property Rights.
(a)
(i) Schedule 3.14(a)(i) of the Disclosure Letter sets forth a list of (A)
all material registered Intellectual Property Rights owned by the Company or any
of its Subsidiaries; and (B) all applications for the registration of Intellectual
Property Rights owned by the Company or any of its Subsidiaries.
(ii) Except as set forth on Schedule 3.14(a)(ii) of the Disclosure Letter,
the Company or a Subsidiary owns all right, title and interest in and to the
Intellectual Property Rights set forth on Schedule 3.14(a)(i) of the Disclosure
Letter, and there is, to the Knowledge of the Company, no pending claim before
any Governmental Authority against the Company or any of its Subsidiaries by
any third party contesting the validity, enforceability, or ownership of any
Intellectual Property Right owned by the Company or any of its Subsidiaries.
Except as set forth on Schedule 3.14(a)(ii) of the Disclosure Letter, (A) to the
Knowledge of the Company, the conduct of the business of the Company and its
Subsidiaries does not infringe, misappropriate or dilute the Intellectual Property
Rights of others, and (B) the Company and its Subsidiaries have not received,
within the two years prior to the date hereof, any written notice from a third party
- 31 -

that any of them have infringed any Intellectual Property Rights of any third
party.
(iii) Except as set forth on Schedule 3.14(a) of the Disclosure Letter, to
the Company’s Knowledge no third party is infringing or misappropriating any of
the material Intellectual Property Rights owned by the Company or any of its
Subsidiaries.
(iv) Schedule 3.14(a) of the Disclosure Letter contains a complete and
correct list of all licenses of any kind relating to the material Intellectual Property
Rights owned by the Company that have been granted by the Company or any
Subsidiary to third parties.
(b)
(i) Schedule 3.14(b) of the Disclosure Letter contains a complete and
correct list of all written license agreements pursuant to which intellectual
property of any third party used by the Company or any Subsidiary in the
operation of its business as currently conducted is licensed to the Company or
Subsidiary, except for off-the-shelf and click-through software available to the
general public and other software that is generally available on nondiscriminatory
terms (“Third-Party Intellectual Property”).
(ii) The Company and, as applicable, its Subsidiaries have obtained
licenses or other legal rights to use that are sufficient to permit the Company and
its Subsidiaries to operate and use all computer software used in the conduct of
their respective businesses other than off-the-shelf and click-through software
available to the general public and other software that is generally available on
non-discriminatory terms, and all license fees, royalties, and other amounts (if
any) due and payable under such licenses or agreements have been paid. The
consummation of the transactions contemplated hereby will not, pursuant to the
terms of any written license agreement set forth on Schedule 3.14(b) of the
Disclosure Letter, result in the loss or impairment of any rights of the Company or
Subsidiary to use such Third-Party Intellectual Property.
3.15 Contracts.
Schedule 3.15 of the Disclosure Letter sets forth all written contracts (except for purchase
or service orders executed in the normal course of business or real estate leases), agreements,
leases, permits or licenses, to which, as of the date hereof, the Company or any Subsidiary is a
party or is otherwise bound, of the type described below (the “Contracts”):
(a) all agreements or commitments for the purchase or lease by the Company
or any Subsidiary of delivery vehicles, machinery, equipment or other personal property
other than those that are for amounts not in excess of $500,000 per annum;
(b) all employment, consulting or other agreements with any individual
director, officer, employee or independent contractor in each case to the extent providing
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annual compensation in excess of $100,000 and not terminable at-will, and all severance
or other agreements with continuing obligations to any former individual director, officer,
employee or independent contractor;
(c) the license agreements set forth on Schedules 3.14(a) and (b) of the
Disclosure Letter;
(d) all agreements that materially restrict the Company or any Subsidiary from
freely engaging in any business, except for use restrictions under licenses to Intellectual
Property Rights entered into in the Ordinary Course of Business;
(e) all mortgages, indentures, notes, bonds or other agreements relating to
Indebtedness of the Company and its Subsidiaries;
(f) any power of attorney that is currently effective and outstanding with
respect to any material business or asset of the Company and its Subsidiaries;
(g) any written warranty or guaranty with respect to contractual performance
extended by the Company or any Subsidiary other than in the Ordinary Course of
Business;
(h) any standby letters of credit, bank guarantees and surety bonds issued for
the account of the Company or any Subsidiary by any bank, financial institution or surety
company with respect to obligations of the Company or any Subsidiary;
(i) any sales, marketing, distributorship, agency representative and valueadded
reseller agreement involving amounts in excess of $1,000,000 per annum;
(j) any agreement between the Company or any Subsidiary, on the one hand,
and any Former Shareholder or an Affiliate (other than the Company or any Subsidiary)
of any Former Shareholder, on the other hand;
(k) all partnership agreements and joint venture agreements relating to the
Company and its Subsidiaries;
(l) any material agreement concerning confidentiality, except for such
agreements entered into in connection with transactions or communications with third
parties in the Ordinary Course of Business and such agreements entered into in
contemplation of a possible acquisition transaction involving the Company or any
Subsidiary;
(m) all contracts with customers of the Company or its Subsidiaries involving
amounts in excess of $2,000,000 per annum;
(n) all contracts to supply goods or services to the Company or its
Subsidiaries involving amounts in excess of $1,000,000 per annum;
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(o) all agreements by the Company, any of its Subsidiaries or any predecessor
of the Company or any of its Subsidiaries to (i) acquire any capital stock or other equity
interests, or any substantial portion of the assets of, any Person or (ii) sell or otherwise
transfer any of their capital stock or other equity interests, or any substantial portion of
their assets (including any acquisition, sale or transfer structured as a merger,
consolidation, recapitalization or equity exchange), in each case that (x) were entered into
by the Company, any of its Subsidiaries or any predecessor of the Company or any of its
Subsidiaries within the past five years or (y) include material indemnification or payment
obligations of the Company or any of its Subsidiaries continuing as of the date of this
Agreement; and
(p) any commitment to do any of the foregoing described in clauses (a)
through (o).
Each Contract set forth on Schedule 3.15 of the Disclosure Letter is a valid and binding
agreement of the Company or a Subsidiary, as applicable, enforceable in accordance with its
terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting generally the enforcement of creditors’ rights and subject to general principles of
equity). Except as set forth on Schedule 3.15 of the Disclosure Letter, the Company or a
Subsidiary and, to the Knowledge of the Company, each of the other parties thereto, have
performed all obligations required to be performed by them under, and are not in default under,
any of such Contracts. No event has occurred which, with notice or lapse of time, or both, would
constitute a default under any Contract, except for any such non-performance or defaults which
would not, individually or in the aggregate, constitute a Material Adverse Effect. The Company
has made available to Parent and Newco true and complete copies of all Contracts, including all
amendments thereto. Neither the Company nor any Subsidiary is a party to a legally binding
unwritten contract enforceable against the Company or any of its Subsidiaries that, if such
contract were in writing, would constitute a “Contract” under this Agreement.
3.16 Insurance.
The Company has made available to Parent true and complete copies of all policies listed
on Schedule 3.16 of the Disclosure Letter, which contains an accurate and complete list of all
current (i.e., policies whose policy period includes the date hereof) policies of fire, liability,
workers’ compensation, property, casualty and other forms of insurance owned or held by the
Company and its Subsidiaries as of the date hereof. All such policies are (a) legal, valid and
binding obligations of the Company or a Subsidiary of the Company and, to the Knowledge of
the Company, the other parties thereto and (b) in full force and effect as of the date hereof and
will continue in effect until Closing (or if such policies are canceled or lapse prior to Closing,
renewals or reasonably equivalent replacements thereof will be entered into in the Ordinary
Course of Business without any gaps in coverage occurring to the extent such renewals or
replacements are available on commercially reasonable terms), and neither the Company nor any
of its Subsidiaries nor, to the Knowledge of the Company, the insurers thereunder are in breach
or default in any material respect under such policies. As of the date hereof, no notice of
cancellation or termination has been received with respect to any such policy. The
representations and warranties set forth in this Section 3.16 do not apply to insurance maintained
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or provided in connection with any Employee Benefit Plan, including the Executive Life
Insurance Policies.
3.17 Real Property.
(a) Schedule 3.17(a) of the Disclosure Letter sets forth the address of each
parcel of real property owned by the Company or its Subsidiaries (collectively, together
with all appurtenant rights, easements and privileges and all improvements located on
such real property, the “Owned Real Property”), and for each parcel of Owned Real
Property, contains the correct (i) street address (if any) and (ii) record owner of such
Owned Real Property. With respect to each parcel of Owned Real Property: (i) the
Company or one of its Subsidiaries has good and marketable fee simple title, free and
clear of all Liens, except Permitted Liens or as set forth on Schedule 3.17(a) of the
Disclosure Letter; (ii) except for Permitted Liens or as set forth on Schedule 3.17(a) of
the Disclosure Letter, neither the Company nor any of the Subsidiaries has leased or
otherwise granted to any Person the right to use or occupy such Owned Real Property or
any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights
of first refusal to purchase such Owned Real Property or any portion thereof or interest
therein.
(b) Schedule 3.17(b) of the Disclosure Letter sets forth (whether as lessee or
lessor) a list of all leases of material real property (such real property, the “Leased
Property”) to which the Company or any Subsidiary is a party or by which it is bound, in
each case as of the date hereof (each a “Material Lease”). Except as set forth on
Schedule 3.17(b) of the Disclosure Letter, each Material Lease is valid and binding on the
Company or a Subsidiary and, to the Company’s Knowledge, on the other parties thereto
and is in full force and effect. Except as set forth on Schedule 3.17 of the Disclosure
Letter, the Company or a Subsidiary and, to the Company’s Knowledge, each of the other
parties thereto has performed in all material respects all obligations required to be
performed by it under each Material Lease and to the Knowledge of the Company, no
event has occurred that with notice or lapse of time, or both, would constitute a default by
the Company or Subsidiary as the case may be.
(c) All buildings, material fixtures and material improvements on the Owned
Real Property and, to the Knowledge of the Company, real property leased by the
Company or any Subsidiary pursuant to the Material Leases, are in good operating
condition and repair, subject to normal wear and tear and except for deviations from such
good operating condition and repair that are not individually or in the aggregate material
in nature or cost to the business of the Company and its Subsidiaries taken as a whole,
and are adequate for the uses to which they are currently being put, and shall be adequate
for the conduct of the business of the Company and its Subsidiaries immediately
following the Closing in substantially the same manner as conducted prior to the Closing.
The use of the Owned Real Property and the real property leased to the Company or its
Subsidiaries under the Material Leases does not violate in any material respect any
applicable Law or any covenant, restriction or easement with respect to the Owned Real
Property or, to the Knowledge of the Company, the Leased Property. Except as set forth
on Schedule 3.17(c) of the Disclosure Letter, no buildings, material fixtures or material
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improvements on the Owned Real Property and, to the Knowledge of the Company, real
property leased pursuant to the Material Leases are in need of maintenance or repairs
except for maintenance and repairs that are not individually or in the aggregate material
in nature or cost to the business of the Company and its Subsidiaries taken as a whole.
The Owned Real Property and, to the Company’s Knowledge, the Leased Property
complies in all material respects with all applicable Laws and is benefited by those
licenses or permits required to be maintained by the Company and its Subsidiaries for the
development, or use or occupancy of any portion of the Owned Real Property or Leased
Property.
3.18 Title to Assets.
The Company and its Subsidiaries have good title to all of their respective tangible assets
and properties (including those reflected on the Company’s balance sheet as of September 26,
2010, but excluding any such tangible assets and properties sold, consumed, or otherwise
disposed of in the Ordinary Course of Business since September 26, 2010) as is necessary to
permit the use and enjoyment of such tangible assets and properties taken as a whole
substantially in the manner such tangible assets and properties are now utilized by the Company
and its Subsidiaries, free and clear of all Liens except for Permitted Liens and except as set forth
on Schedule 3.18 of the Disclosure Letter. Except for reasonable wear and tear or as set forth on
Schedule 3.18 of the Disclosure Letter, all material machinery, equipment, vehicles and tools
used or held for use by the Company and its Subsidiaries are in good operating condition, except
where the failure of such assets to be in good operating condition would not limit the Company
and its Subsidiaries from operating immediately following the Closing (as the Surviving
Corporation and its Subsidiaries) substantially in the same manner as the Company and its
Subsidiaries operate as of the date of this Agreement.
3.19 Related-Party Transactions.
Except as set forth on Schedule 3.19 of the Disclosure Letter, none of the Company’s or
its Subsidiaries’ directors, executive officers or shareholders (or any spouse, parent, child, sibling
or corresponding relative by marriage of any such Person) is involved in any business
arrangement or relationship with the Company or any Subsidiary other than employment
arrangements entered into in the Ordinary Course of Business, and none of the Company’s or its
Subsidiaries’ directors, executive officers or 5% holders of Common Stock owns any material
property or right, tangible or intangible, which is used by the Company or its Subsidiaries.
3.20 Brokers.
Except for Goldman Sachs & Co., no Person engaged by the Company, its Affiliates or
shareholders is or will be entitled to a broker’s, finder’s, investment banker’s, financial adviser’s
or similar fee from the Company or its Subsidiaries in connection with this Agreement or any of
the transactions contemplated hereby.
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3.21 Customers and Suppliers.
Schedule 3.21 of the Disclosure Letter lists each customer that individually or with its
Affiliates was, based on revenues in the fiscal year ended September 26, 2010, one of the twenty
largest customers of the Company and its Subsidiaries during such fiscal year (the “Principal
Customers”). Schedule 3.21 of the Disclosure Letter also lists the twenty largest suppliers or
service providers to the Company and its Subsidiaries based on the amount paid by the Company
and its Subsidiaries to such suppliers or service providers in the fiscal year ended September 26,
2010 (the “Principal Suppliers”). Except as disclosed on Schedule 3.21 of the Disclosure Letter,
since September 26, 2010 through the date hereof: (a) no Principal Customer or Principal
Supplier has delivered written notice to the Company or any of its Subsidiaries, or, to the
Knowledge of the Company, otherwise advised the Company or any of its Subsidiaries, that such
Principal Customer or Principal Supplier has canceled or otherwise terminated, or intends to
cancel or terminate after the Closing, its relationship with the Company or any Subsidiary, and
(b) no Principal Customer has delivered written notice to the Company or any of its Subsidiaries
or, to the Knowledge of the Company, otherwise advised the Company or any of its Subsidiaries,
that such Principal Customer will reduce such Principal Customer’s total purchases from the
Company and its Subsidiaries by more than $2,000,000 in any future annual period.
3.22 Bank Accounts.
Schedule 3.22 of the Disclosure Letter sets forth a correct and complete list as of the date
hereof of each deposit account maintained by the Company and its Subsidiaries at any bank or
other financial institution, including the following information for each such account: (a) the
name and location of the institution at which such account is maintained, (b) the name in which
such account is maintained and the account number of such account, and (c) the names of all
individuals authorized to draw on or make withdrawals from such account.
3.23 NO ADDITIONAL REPRESENTATIONS.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS
AGREEMENT, THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING AS
TO THE CONDITION, VALUE OR QUALITY OF THE BUSINESS OR THE ASSETS OF
THE COMPANY, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF
THE COMPANY, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP
THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR
PATENT, IT BEING UNDERSTOOD THAT SUCH ASSETS ARE BEING ACQUIRED “AS
IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND
PARENT AND NEWCO SHALL RELY ON THEIR OWN EXAMINATION AND
INVESTIGATION THEREOF.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO
Parent and Newco jointly and severally represent and warrant to the Company:
4.1 Organization.
Each of Parent and Newco is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and has all requisite power and
authority to own, lease and operate its property and assets and to carry on its business as
presently conducted. Each of Parent and Newco has delivered or made available to the Company
true and complete copies of its certificate of incorporation and by-laws (or comparable
organizational documents) as currently in effect.
4.2 Authorization.
Each of Parent and Newco has the power and authority to execute and deliver this
Agreement and each other agreement or instrument to be executed in connection herewith and to
perform its obligations hereunder and thereunder, all of which have been duly authorized by all
requisite action (including any required shareholder or member approvals). This Agreement and
each other agreement or instrument to be executed in connection herewith has been duly
authorized, executed and delivered by Parent and Newco and constitutes a valid and binding
agreement of Parent and Newco, enforceable against Parent and Newco in accordance with its
terms.
4.3 Non-contravention.
The execution, delivery and performance by Parent and Newco of this Agreement and
any other Merger Document, the consummation of the Merger and the other transactions
contemplated hereby do not and will not (i) contravene any provision contained in such entity’s
certificate of incorporation or by-laws (or comparable organizational documents), (ii) conflict
with, violate or result in a material breach (with or without the lapse of time, the giving of notice
or both) of or constitute a material default (with or without the lapse of time, the giving of notice
or both) under, or require the consent or approval of any third party under (A) any contract,
agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit or other
instrument or obligation or (B) assuming satisfaction of the requirements set forth in Section 4.4
below, any material judgment, order, decree, statute, law, rule or regulation or other restriction of
any Governmental Authority, in each case to which such entity is a party or by which it is bound
or to which any of its assets or properties are subject, or (iii) result in the acceleration of, or
permit any Person to terminate, modify, cancel, accelerate or declare due and payable prior to its
stated maturity, any material obligation of such entity.
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4.4 No Consents.
Except for (i) filing and recordation of appropriate merger documents as required by the
New Jersey Corporation Act and (ii) filings, permits, authorizations, consents and approvals
required under, and other applicable requirements of, the HSR Act, no notice to, filing with, or
authorization, registration, consent or approval of any Governmental Authority is necessary for
the execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby by Parent and Newco, except for any consents, approvals,
orders, permits, authorizations, registrations, declarations, notices and filings for which no
material consequences will arise from the failure to make or obtain them.
4.5 Litigation.
Neither Parent nor Newco is party to any litigation or, to the Knowledge of Parent or
Newco, threatened litigation which would reasonably be expected to affect or prohibit the
consummation of the transactions contemplated hereby.
4.6 Financial Ability.
(a) Exhibit D attached hereto sets forth a correct and complete copy of an
executed commitment letter (with attached Summary of Terms and Conditions) (together
with the related fee letter (containing “flex” provisions therein), collectively, including
such “flex” provisions, the “Commitment Letter”), which has been provided in the form
executed to the Company, except that monetary amounts, percentages and provisions that
identify matters that are subject to such “flex” provisions in the fee letter have been
redacted therefrom, from Jefferies Finance LLC and Bank of Montreal to provide
financing, subject only to the terms and conditions set forth therein, in an aggregate
amount set forth therein for the purposes of financing the transactions contemplated by
this Agreement, the other purposes set forth therein and any related fees and expenses
(the “Financing”). The Commitment Letter is in full force and effect and has not been
withdrawn or terminated, or otherwise amended or modified, in any material respect
except in accordance with the provisions of Section 5.5 hereof; and no withdrawal,
termination, amendment or modification is contemplated by Parent or Lassonde or, to
Parent’s Knowledge, the Lenders. The Commitment Letter is a legal, valid, binding and
enforceable obligation of Parent and, to Parent’s Knowledge, the Lenders. There are no
other agreements, side letters or arrangements relating to the Commitment Letter to
which Parent or any of its Affiliates is a party that could affect the availability of the
Financing. As of the date of this Agreement, subject to the satisfaction of the conditions
set forth in Sections 6.1 and 6.2 hereof, Parent has no Knowledge of any facts or
circumstances that may be expected to result in either Parent’s or Newco’s inability to
satisfy any of the conditions to closing set forth in the Commitment Letter to be satisfied
by Parent or Newco on or before the date of the Closing. No event has occurred which,
with or without notice, lapse of time or both, would constitute a default or breach on the
part of Parent or Newco under any term or condition of the Commitment Letter, and
neither Parent nor Newco has any reason to believe that it will be unable to satisfy on a
timely basis any term or condition to be satisfied by it contained in the Commitment
Letter. Parent has fully paid any and all commitment fees or other fees required to be paid
- 39 -

y it under the Commitment Letter. The Commitment Letter contains all of the conditions
precedent to the obligations of the Lenders to make the Financing available to Parent and
Newco on the terms therein. The redacted portions of the Commitment Letter do not
contain any conditions precedent to the obligations of the Lenders to make the Financing
available to Parent and Newco. The amount of funds contemplated to be provided
pursuant to the Commitment Letter, together with Parent’s available access to funds, will
be sufficient to enable Parent and Newco to pay and satisfy all of their obligations under
this Agreement, to consummate the Merger and the transactions contemplated by this
Agreement and to pay all related fees and expenses that are the obligation of Parent or
Newco to pay; and such funds and available access to funds are not subject to any
conditions regarding Parent’s, its Affiliates’ or any other Person’s ability to obtain
financing for the consummation of the transactions contemplated by this Agreement
except as provided in the Commitment Letter.
4.7 Acknowledgement by Parent and Newco.
Each of Parent and Newco acknowledges and agrees that:
(a) except for the matters that are expressly covered by the provisions of this
Agreement, it is relying solely on its own investigation and analysis in entering into the
transactions contemplated hereby. It is knowledgeable about the industries in which the
Company and its Subsidiaries operate and is capable of evaluating the merits and risks of
the transactions contemplated by this Agreement and is able to bear the substantial
economic risk of such investment for an indefinite period of time. It has been afforded
access to the books, records, facilities and personnel of the Company and its Subsidiaries
as requested by it for purposes of conducting a due diligence investigation and has
conducted a full due diligence investigation of the Company and its Subsidiaries;
(b) in connection with its investigation of the Company and its Subsidiaries
and their business, it has received from the Company and their Affiliates and agents
certain projections and other forecasts, including projected financial statements, cash
flow items, certain business plan information and other data of the business of the
Company and its Subsidiaries. It acknowledges that (i) there are uncertainties inherent in
attempting to make such projections, forecasts and plans and, accordingly, is not relying
on them, (ii) it is familiar with such uncertainties and is taking full responsibility for
making its own evaluation of the adequacy and accuracy of all projections, forecasts and
plans so furnished to it and (iii) it shall have no claim against anyone with respect to any
of the foregoing. Accordingly, it acknowledges that, without limiting the representations
and warranties set forth in Article 3, neither the Company nor any of its Subsidiaries has
made any representation or warranty with respect to such projections and other forecasts
and plans; and
(c) (i) the Company does not make, and has not made (and Parent and Newco
are not relying on), any representations or warranties relating to the Company, the
Company’s Subsidiaries, the business of the Company or any of its Subsidiaries or
otherwise in connection with the transactions contemplated hereby other than those
expressly set forth in Article 3, (ii) no Person has been authorized by the Company to
- 40 -

make any representation or warranty relating to the Company, the Company’s
Subsidiaries, the business of the Company or its Subsidiaries or otherwise in connection
with the transactions contemplated hereby except as set forth in Article 3 and, if made,
such representation or warranty must not be relied upon as having been authorized by the
Company, and (iii) any estimates, projections, predictions, data, financial information,
memoranda, presentations or any other materials or information provided or addressed to
it are not and shall not be deemed to be or to include representations or warranties of the
Company or any of their respective Affiliates.
4.8 Brokers.
Except for Jefferies & Company, Inc., no Person engaged by Parent or its Affiliates or
stockholders is or will be entitled to a broker’s, finder’s, investment banker’s, financial adviser’s
or similar fee from Parent or Newco in connection with this Agreement or any of the transactions
contemplated hereby.
5.1 Shareholder Matters.
ARTICLE 5
COVENANTS AND AGREEMENTS
The Company shall, in accordance with the New Jersey Corporation Act and its
Certificate of Incorporation and by-laws, seek to obtain the requisite approval and adoption of
this Agreement and the Merger by the shareholders of the Company pursuant to the New Jersey
Corporation Act (the “Company Shareholder Approval”).
5.2 Access and Information.
(a) From the date hereof until the Closing Date or earlier termination of this
Agreement, and except to the extent Parent and Newco are in breach of this Agreement,
Parent and Newco shall be entitled to access to the Company and its Subsidiaries as
Parent and Newco deem reasonably necessary or advisable during normal business hours
and upon advance notice, and the Company shall cooperate with any such reasonable
access to the extent such access does not unreasonably interfere with the operations,
activities and employees of the Company and its Subsidiaries. All requests for
information pursuant to this Section 5.2 shall be directed to the executive officer(s) or
other Person(s) designated by the Company. The foregoing access rights shall not include
the right to (i) take any samples or conduct any environmental reviews or investigations
unless approved in advance by the Company in its sole discretion, (ii) have access to any
information the disclosure of which is restricted by contract or applicable law (including
competition or antitrust law) or which would result in the waiver of any privileges, or (iii)
have access to any customer or supplier lists, know-how or other proprietary knowledge
of the Company or its Subsidiaries. Parent and Newco and their representatives and
agents shall not contract or hold discussions with suppliers or customers of the Company
or its Subsidiaries without the prior written consent of the Company and in any event
only with the participation of representatives of the Company. Parent and Newco agree to
- 41 -

conduct any such discussions with reasonable discretion and sensitivity to the Company’s
and its Subsidiaries’ relationships with its suppliers, customers and employees.
(b) All information disclosed, whether before or after the date hereof,
pursuant to this Agreement or in connection with the transactions contemplated by, or the
discussions and negotiations preceding, this Agreement to Parent and Newco (or their
representatives or Affiliates) shall be kept confidential by such Persons in accordance
with the confidentiality agreement dated January 31, 2011 by and between Goldman
Sachs & Co., as agent for the Company, and Parent (the “Confidentiality Agreement”)
and shall not be used by any Person, other than in connection with the transactions
contemplated by this Agreement.
(c) After the Closing Date, Parent shall make available and shall cause the
Surviving Corporation to make available to the Representatives and their accountants,
agents and representatives any and all books, records, contracts and other information of
the Company and its Subsidiaries existing on the Closing Date to the extent requested by
the Representatives in connection with any purposes contemplated by this Agreement.
Parent will cause the Surviving Corporation to hold all of the books and records of the
Company and its Subsidiaries existing on the Closing Date and not destroy or dispose of
any thereof for a period of seven years from the Closing Date or such longer time as may
be required by law, and thereafter, if it desires to destroy or dispose of such books and
records, will offer first in writing at least 60 days prior to such destruction or disposition
to surrender them to the Representatives.
5.3 Conduct of Business by the Company.
From the date hereof to the Effective Time, the Company will and will cause each of its
Subsidiaries to, except as otherwise contemplated or provided herein or consented to in writing
by Parent (which consent shall not be unreasonably delayed or withheld), conduct its business
only in the ordinary course consistent with past practice. Without limiting the foregoing, from
the date hereof until the earlier of the Closing Date or the termination of this Agreement, except
(i) as set forth on Schedule 5.3 of the Disclosure Letter, (ii) otherwise contemplated or provided
herein, (iii) required by applicable Law or (iv) otherwise consented to in writing by Parent
(which consent shall not be unreasonably delayed or withheld), the Company and its Subsidiaries
shall:
(a) not amend its Certificate of Incorporation or by-laws, or similar
organizational documents;
(b) except for transactions in the Ordinary Course of Business, not sell, lease,
transfer, assign, pledge, mortgage or otherwise dispose of or encumber or incur or suffer
to exist any material Lien (other than Permitted Liens) on any of their respective
properties or assets;
(c) perform all of their respective obligations under the Contracts in all
material respects;
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(d) other than in the Ordinary Course of Business (i) enter into any
agreements, contracts, leases, or licenses for which the Company or any of its
Subsidiaries would reasonably be likely to incur liability in excess of $500,000 per
annum individually or $1,500,000 per annum in the aggregate, (ii) accelerate, modify,
terminate, cancel or change any Contract, (iii) cancel, compromise, waive or release any
right, claim or debts involving amounts in excess of $100,000, (iv) issue any note, bond
or other debt security or create, incur, assume, or guarantee or otherwise become subject
to any reimbursement obligations (contingent or otherwise) with respect to any letter of
credit or any Indebtedness, except for borrowings under the Company’s existing
revolving credit facility, or (v) make any loan to, or enter into any business transaction,
agreement, arrangement or understanding of any other nature with, any Former
Shareholder, director or other employee of the Company, or any Affiliate or associate of
any Former Shareholder (other than any Subsidiary of the Company), director or other
employee of the Company other than advances to employees for business expenses in the
Ordinary Course of Business that do not individually exceed $5,000;
(e) not make, change, or revoke any material election in respect of Taxes,
change an annual accounting period, adopt or change any material accounting method or
principles (other than as required by GAAP), make any material agreement or settlement
with respect to Taxes, file any amended Tax Return that is material (other than a Tax
Return with respect to a Pass-Through Tax), surrender any right to claim a material
refund of Taxes (other than with respect to Pass-Through Taxes), or consent to any
extension or waiver of the limitation period applicable to any Tax claim or assessment;
(f) not merge or consolidate with, or purchase all or substantially all of the
assets of, or otherwise acquire the business of, any Person;
(g) not sell, transfer, lease or otherwise dispose of any material assets other
than in the Ordinary Course of Business;
(h) maintain its books of account and records consistent with its past practice
in all material respects;
(i) not issue any capital stock or issue or become a party to any subscriptions,
warrants, rights, options, convertible securities or other agreements or commitments of
any character relating to its issued or unissued capital stock, or its other equity securities,
if any, or grant any stock appreciation or similar rights;
(j) not make any material change in any method of accounting or accounting
practice or policy other than those required by GAAP;
(k) except as set forth in the Company’s fiscal year 2011 budget for capital
expenditures attached to the Disclosure Letter as Schedule 5.3(k), not make any capital
expenditures in excess of $250,000 individually or $750,000 in the aggregate;
(l) not (i) materially increase the compensation or benefits payable to any
individual officers, directors or employees of the Company or its Subsidiaries except for
normal increases in the Ordinary Course of Business or as required by any Employee
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Benefit Plan or other agreement in effect on the date hereof, (ii) pay or agree to pay any
pension, retirement allowance or other material employee benefit not required by any
Employee Benefit Plan or made in the Ordinary Course of Business to any current or
former employee, or (iii) adopt, materially modify or terminate (or commit to do the
same) any Employee Benefit Plan or any other pension, profit-sharing, bonus, incentive,
deferred compensation, group insurance, severance, retirement or other benefit plan,
contract, agreement or arrangement with respect to its directors, officers, and employees,
except as required by Law or required to maintain the tax qualified status of any
Employee Benefit Plan. Except in the Ordinary Course of Business, neither the Company
nor any of its Subsidiaries shall enter into, modify or amend any material consulting
agreements;
(m) use commercially reasonable efforts to maintain their present relationships
with the Principal Customers and Principal Suppliers and shall not (i) grant any discounts
to a customer for early payment of accounts receivable or (ii) defer payment of accounts
payable or (iii) make any grant of credit to any customer or supplier, in each case except
in the Ordinary Course of Business;
(n) maintain their insurance policies and programs (other than the Executive
Life Insurance Policies) in their current amounts on a basis consistent with past practice
(or if such policies are canceled or lapse prior to Closing, renewals or replacements
thereof, enter into and maintain renewals or reasonably equivalent replacements thereof
in the Ordinary Course of Business without any gaps in coverage occurring to the extent
such renewals or replacements are available on commercially reasonable terms);
(o) not revoke the Company’s S election to be treated as a S corporation or the
election of any Subsidiary to be treated as a qualified subchapter S subsidiary within the
meaning of Code § 1361 or § 1362 and shall not take or allow any action that would
result in the termination of the Company’s status as a validly electing S corporation or of
a Subsidiary’s status as either a qualified subchapter S subsidiary within the meaning of
Code § 1361 or §1362 or a disregarded entity within the meaning of Treasury
Regulations § 301.7701-3; and
(p) not agree to or commit to do any of the foregoing referred to in clauses
(a) - (o) of this Section 5.3.
5.4 Reasonable Best Efforts; Further Assurances
(a) Subject to the terms and conditions herein provided, each of the parties
hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things reasonably necessary, proper or
advisable under applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement. Without limiting the generality of the
foregoing, the Company shall, and shall cause its Subsidiaries to, use their commercially
reasonable best efforts to cooperate with Parent, at its request, to obtain all consents
under any Contracts that are required as a result of the Merger; provided, however, that
such effort shall not require the Company or its Subsidiaries to incur any actual out of
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pocket costs payable to any third-party. Each of the Company, on one hand, and Parent
and Newco, on the other hand, will use their respective commercially reasonable best
efforts to obtain consents of all Governmental Authorities and third parties necessary to
the consummation of the transactions contemplated by this Agreement. Each party shall
bear its own costs incurred in connection with obtaining such consents; provided, that,
the HSR Act filing fee shall be borne by Parent. Each party hereto shall make an
appropriate filing pursuant to the HSR Act within 10 Business Days of the date hereof
and shall supply as promptly as practicable to the appropriate Governmental Authorities
any additional information and documentary material that may be requested pursuant to
the HSR Act. If requested by the Company, Parent and Newco hereby agree that they
shall request early termination of the waiting period under the HSR Act. Without
limitation of the foregoing, the Company, on one hand, and Parent and Newco, on the
other hand, and their respective Affiliates shall not extend any waiting period or
comparable period under the HSR Act or enter into any agreement with any
Governmental Authority not to consummate the transactions contemplated hereby, except
with the prior written consent of the other parties hereto. Parent and Newco shall (and
shall cause their affiliates to) offer to take (and if such offer is accepted, commit to take)
all steps which they are capable of taking to avoid or eliminate impediments under any
antitrust, competition, or trade regulation law that may be asserted by the FTC, the
Antitrust Division or any other Governmental Authority or Person with respect to the
Merger so as to enable the Closing to occur as expeditiously as possible. Without limiting
the foregoing, Parent and Newco shall (and shall cause their affiliates to) propose,
negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect),
by consent decree, or hold separate order, or otherwise offer to take (and take if the offer
is accepted) any action which it is capable of taking in order to avoid the entry of, or to
effect the dissolution of, any injunction, temporary restraining order or other order in any
suit or proceeding, which would otherwise have the effect of preventing the Closing.
Notwithstanding anything else contained in this Agreement, Parent shall not be required
to divest any assets or business that Parent or its Affiliates own prior to the date of this
Agreement or any assets or business of the Surviving Corporation or its Subsidiaries,
except if and to the extent required to avoid the entry of, or to effect the dissolution of,
any injunction, temporary restraining order or other order in any suit or proceeding
brought by or on behalf of the FTC or Antitrust Division, which would otherwise have
the effect of preventing the Closing, Parent shall cause the Lassonde US Fruit Juice
Business (but no other assets or business of Parent, its Affiliates, the Surviving
Corporation or its Subsidiaries) to be divested by Lassonde and its Affiliates. Each party
shall (i) promptly notify the other party of any written communication to that party from
the FTC, the Antitrust Division or any other Governmental Authority and, subject to
applicable law, permit the other party to review in advance any proposed written
communication to any of the foregoing and (ii) furnish the other party with copies of all
correspondence, filings, and communications (and memoranda setting forth the substance
thereof) between them and their respective affiliates on the one hand, and any
Governmental Authority, on the other hand, with respect to this Agreement and the
Merger.
(b) In the event any claim, action, suit, investigation or other proceeding by
any Governmental Authority or other Person is commenced which questions the validity
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or legality of the Merger or any of the other transactions contemplated hereby or seeks
damages in connection therewith, the parties agree to cooperate and use reasonable best
efforts to defend against such claim, action, suit, investigation or other proceeding and, if
an injunction or other order is issued in any such action, suit or other proceeding, to use
reasonable best efforts to have such injunction or other order lifted, and to cooperate
reasonably regarding any other impediment to the consummation of the transactions
contemplated hereby.
(c) The Company shall reasonably cooperate with Parent with respect to any
transfer of, application for, or notices related to Environmental Permits required under
Environmental Laws as a result of the transactions contemplated by this Agreement.
5.5 Financing.
(a) Parent and Newco shall use their respective commercially reasonable best
efforts to arrange and obtain the Financing on the terms and conditions described in the
Commitment Letter, including using their commercially reasonable best efforts to (i)
maintain in effect the Commitment Letter until the transactions contemplated by this
Agreement are consummated, (ii) satisfy (or obtain a waiver for) on a timely basis all
conditions and covenants in the Commitment Letter to be satisfied by Parent or Newco,
(iii) on or before the date of the Closing enter into definitive agreements with respect
thereto on substantially the same terms and conditions contemplated by the Commitment
Letter, (iv) cause the funding of and consummate the Financing at or prior to Closing
upon and subject to the terms and conditions of the Commitment Letter (as it may be
amended without violating this Section 5.5) and on such other terms as Parent, Newco
and the Lenders may agree, so long as such amended or other terms do not (x) expand
upon the conditions precedent to the Financing as set forth in the Commitment Letter or
(y) prevent, impair or delay the availability of the Financing and the consummation of the
transactions contemplated by this Agreement, and (v) enforce their respective rights
under the Commitment Letter. Without the prior written approval of the Company, Parent
shall not amend, alter or waive, or agree to amend, alter or waive, the Commitment Letter
in any manner that would reasonably be expected to impair, delay or prevent the funding
of the Financing or the occurrence of the transactions contemplated by this Agreement. If
any portion of the Financing becomes unavailable on the terms and conditions
contemplated in the Commitment Letter, Parent and Newco shall use their respective
commercially reasonable best efforts to arrange and obtain alternative financing from
alternative sources in an amount sufficient to consummate the transactions contemplated
by this Agreement as promptly as practicable following the occurrence of such event and
on terms and conditions, taken as a whole, no less favorable to Parent and Newco in the
Commitment Letter (if any, the “Alternate Financing”). Notwithstanding the foregoing,
subject to Sections 7.3 and 10.12(b), Parent and Newco acknowledge and agree that
obtaining the Financing, or any Alternate Financing, is not a condition to Closing and
reaffirm their obligations under this Agreement irrespective and independently of the
availability of the Financing or any Alternate Financing. Parent shall give the Company
prompt written notice of any material breach by any party to the Commitment Letter of
which Parent becomes aware or any termination of the Commitment Letter. Parent shall
keep the Company informed on a reasonably current basis in reasonable detail of the
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status of Parent’s and Newco’s efforts to arrange or obtain the Financing.
Notwithstanding the foregoing, subject to Sections 7.3 and 10.12(b), compliance by
Parent and Newco with this Section 5.5 shall not relieve Parent and Newco of their
obligations to consummate the transactions contemplated hereby, whether or not the
Financing (or any Alternate Financing) is available.
(b) Prior to the Closing, the Company shall, and shall cause its Subsidiaries
to, use commercially reasonable best efforts to provide and cause its and their officers
and employees to provide, on a timely basis, all cooperation reasonably requested by
Parent and that is customary in connection with the arrangement of the Financing or any
Alternate Financing (provided, that such requested cooperation does not (x) unreasonably
interfere with the ongoing operations of the Company and the Subsidiaries, (y) cause any
representation, warranty or covenant in this Agreement to be inaccurate or breached or
(z) cause any closing condition set forth in Article 6 to fail to be satisfied), including
using its commercially reasonable best efforts to (i) provide financial and other pertinent
information regarding the Company and the Subsidiaries as may be reasonably requested
in writing by Parent in order to consummate the Financing or any Alternate Financing or
to satisfy the conditions set forth in the Commitment Letter, (ii) assist Parent and Newco
in obtaining copies of the most recent appraisals, environmental reports, evidence of title
(including copies of deeds, lease documentation, title insurance policies and/or
commitments for title insurance, title opinions, surveys, and similar information) and
similar information with respect to the properties and assets (including the Owned Real
Property and, with respect to environmental reports and other items and information
reasonably requested by the Lenders, the Leased Property) of the Company and the
Subsidiaries as may be reasonably requested by Parent and are in the possession or
reasonable control of the Company, (iii) provide other reasonably requested customary
certificates or documents, including a customary certificate of the principal financial
officer (in his capacity as such), (iv) participate in a reasonable number of informational
meetings and road show meetings in connection with the Financing, (v) provide
reasonable assistance to Parent and its financing sources in the preparation of credit or
loan agreements, instruments and other agreements (including review of schedules for
completeness) and information memoranda and other marketing and rating agency
materials for the Financing or any such Alternate Financing, it being understood and
agreed that information and documents provided by the Company and the Subsidiaries
may be delivered to agents and Lenders under the Commitment Letter and their
representatives (subject to customary arrangements for confidentiality that are
substantially similar to the provisions in the Confidentiality Agreement or reasonably
acceptable to the Company), (vi) providing documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations and (vii) using commercially reasonable best efforts to arrange for
customary documents and instruments for the repayment and termination of existing
Indebtedness and release of related Liens; provided, that (x) no certificate, document or
instrument referred to above shall be effective until the Effective Time, (y) none of the
Company or any of the Subsidiaries shall be required to pay any commitment or other
similar fee or incur any other liability or obligation in connection with the Financing or
any Alternate Financing prior to the effectiveness of the Closing and (z) all obligations in
this Section 5.5 shall be subject to applicable Laws relating to exchange of information
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and attorney-client communication and privileges. Parent shall promptly, upon request by
the Company, reimburse Company for all out-of-pocket costs (including attorneys’ fees)
incurred by the Company or any of the Subsidiaries in connection with the cooperation of
the Company and the Subsidiaries contemplated by this Section 5.5(b) and shall
indemnify and hold harmless the Company, the Subsidiaries and their respective
directors, officers, employees and representatives from and against any and all losses,
damages, claims, costs or expenses suffered or incurred by any of them in connection
with the arrangement of the Financing or any Alternate Financing and any information
used in connection therewith, except (i) with respect to any written information provided
by the Company or any of its Subsidiaries expressly for use in connection with the
Financing or any Alternate Financing and (ii) to the extent such losses, damages, claims,
costs or expenses are proximately caused by the gross negligence or willful misconduct
of the Company, the Subsidiaries or any of their respective directors, officers, employees
and representatives.
5.6 Public Announcements.
The timing and content of all announcements regarding any aspect of this Agreement or
the Merger to the financial community, Governmental Authorities, employees or the general
public shall be mutually agreed upon in advance by the Representatives, the Company and
Parent and shall not, subject to the terms of this Section 5.6, disclose the Purchase Price;
provided, that each party hereto may make any such announcement which it in good faith
believes, based on advice of counsel, is required by law; provided, further, that if a party
believes, based on advice of counsel, in good faith that any such announcement is required by
law, such party shall use its reasonable best efforts to consult with the other parties prior to any
such announcement to the extent practicable, and shall in any event promptly provide the other
parties hereto with copies of any such announcement.
5.7 Employee Benefits.
(a) Parent shall cause each employee benefit plan of Parent or its Affiliates
(the “Parent Plans”) that covers the employees of the Company and its Subsidiaries to
grant such employees credit for any service with the Company or its Subsidiaries (i) for
eligibility, vesting and benefit accrual purposes (other than benefit accruals under a
defined benefit pension plan) and (ii) for purposes of vacation and paid time off accrual.
In addition, with respect to each employee of the Company or its Subsidiaries and his or
her covered dependents who becomes eligible, on or after the Closing Date, to participate
in a Parent Plan that is an “employee welfare benefit plan” within the meaning of Section
3(1) of ERISA, Parent shall cause each such Parent Plan to (i) waive all pre-existing
condition exclusion and actively-at-work requirements and similar limitations, eligibility
waiting periods and evidence of insurability requirements to the extent waived or
satisfied under a comparable Employee Benefit Plan, and (ii) recognize any covered
expenses incurred under a comparable Employee Benefit Plan during the plan year in
which such employee (or dependent thereof) becomes eligible to participate in such
Parent Plan for purposes of satisfying applicable deductible, coinsurance and maximum
out-of-pocket provisions.
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(b) For the period beginning immediately after the Effective Time and ending
on December 31, 2011, Parent shall, or shall cause its Affiliates (including, after the
Effective Time, the Surviving Corporation and its Subsidiaries) to, provide all employees
of the Company and its Subsidiaries who were so employed immediately prior to the
Effective Time and who continue to be so employed immediately after the Effective
Time with (i) employee retirement plan and welfare plan benefits that are not less
favorable in the aggregate than the employee benefits provided to such employees as of
immediately prior to the Effective Time and (ii) a level of compensation (including base
salary or wages, paid time-off and bonuses or other variable pay opportunities) that is not
less favorable in the aggregate than the compensation provided to such employees as of
immediately prior to the Effective Time.
(c) Parent shall cause the Surviving Corporation and its Subsidiaries from and
after the Effective Time to continue to be bound by and comply with the terms of all
written employment agreements, Retention Bonus Agreements and severance agreements
of the Company and its Subsidiaries as set forth on Schedule 3.13(a) of the Disclosure
Letter and in effect immediately prior to the Effective Time.
(d) Parent shall cause the Surviving Corporation and its Subsidiaries from and
after the Effective Time to continue to be bound by and comply with the terms of all
collective bargaining agreements to which the Company or its Subsidiaries is a party as
of immediately prior to the Effective Time.
(e) The Company SERP shall be terminated effective immediately prior to the
earlier of the Effective Time or the Closing. As of immediately prior to the Closing, all
amounts owed thereunder shall become fully vested and payable to the Company SERP
participants. On or before the Closing Date (but no later than immediately prior to the
Closing), the Company shall take all actions necessary to cause to be distributed to each
participant in the Company SERP his or her full account balance therein and to fully
extinguish all liabilities of the Company under the Company SERP. Parent shall cause the
Surviving Corporation and its Subsidiaries from and after the Effective Time to take any
additional action needed to complete the termination and liquidation of the Company
SERP.
(f) The Company shall instruct New England Life Insurance to cancel and
liquidate the Executive Life Insurance Policies immediately prior to the earlier of the
Effective Time or the Closing, and shall cause the trustee of the Company SERP to direct
the New England Life Insurance Company to promptly pay the aggregate cash surrender
value of the Executive Life Insurance Policies to the Surviving Corporation. Parent shall
cause the Surviving Corporation and its Subsidiaries from and after the Effective Time to
take any additional action the Representatives determine reasonably necessary to
complete the cancellation and liquidation of the Executive Life Insurance Policies;
provided, however, that Parent, the Surviving Corporation and its Subsidiaries shall not
be required to incur any actual out of pocket costs payable to any third-party in
connection therewith.
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(g) Subject to Section 5.7(c) and Section 5.7(d), nothing contained in this
Agreement shall confer upon any employee of the Company or its Subsidiaries any right
with respect to employment by the Surviving Corporation or its Subsidiaries, nor shall
anything herein interfere with the right of the Surviving Corporation or its Subsidiaries
following the Effective Time to terminate the employment of any such employee at any
time, with or without cause.
(h) Subject to Section 5.7(c), no provision of this Section 5.7 or any other
provision of this Agreement shall (i) create any rights in any employee or former
employee of the Company or its Subsidiaries in respect of any benefits that may be
provided under any employee benefit plan, (ii) be construed to establish, amend, or
modify any employee benefit plan, (iii) require Parent, the Surviving Corporation or its
Subsidiaries to continue or amend any particular employee benefit plan, (iv) restrict
Parent, the Surviving Corporation or its Subsidiaries from amending or terminating any
employee benefit plan in accordance with its terms and applicable law, or (v) except as
set forth in Sections 5.7(c), 5.8, 8.2 and 9.1(a), make any employee or former employee
of the Company or its Subsidiaries a third party beneficiary of this Agreement.
5.8 Indemnification of Directors and Officers.
(a) After the Closing Date through the sixth anniversary of the Closing Date,
Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold
harmless and provide advancement of expenses to, each present (as of the Closing Date)
or former officer or director of the Company and its Subsidiaries (the “D&O Indemnified
Persons”), against any and all claims, losses, liabilities, damages, judgments, fines and
reasonable fees, costs and expenses (including attorneys’ fees and expenses and any and
all other out-of-pocket expenses incurred in investigating, preparing to defend or
defending against any action or proceeding, commenced or threatened by any third party,
whether or not such officer or director is a formal party thereto) incurred in connection
with any claim, action, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to the fact that the D&O
Indemnified Person is or was an officer or director of the Company or any of the
Subsidiaries, whether asserted or claimed prior to, at or after the Closing Date, to the
same extent such persons are indemnified or have the right to advancement of expenses
as of the date of this Agreement by the Company pursuant to the Company’s Certificate
of Incorporation and by-laws, in existence on the date hereof; provided, however, that
such period of indemnification shall be extended for the duration of any and all actions or
proceedings with respect to any claim for indemnification made prior to the expiration of
such six-year period.
(b) Parent shall cause the Surviving Corporation to maintain in effect (i) in its
certificate of incorporation and by-laws (or similar governing documents) for a period of
six years after the Closing Date, the current provisions regarding elimination of liability
of directors and indemnification of, and advancement of expenses to, officers, directors
and employees contained in the Certificate of Incorporation and by-laws the Company
and (ii) for a period of six years after the Closing Date, the current policies of directors’
and officers’ liability insurance and fiduciary liability insurance maintained for the
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enefit of the directors and officers of the Company (provided, that the Surviving
Corporation may substitute therefor policies of at least the same coverage and amounts
containing terms and conditions which are, in the aggregate, no less advantageous to the
insured) with respect to claims arising from facts or events that occurred on or before the
Closing Date; provided, however, that in no event shall the Surviving Corporation be
required to expend in any one year an amount in excess of two hundred percent of the
annual premiums currently paid by the Company for such insurance; and provided,
further, that if the annual premiums of such insurance coverage exceed such amount, the
Surviving Corporation, as the case may be, shall be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding such amount.
(c) Notwithstanding any time limit herein to the contrary, if any claim, action,
proceeding or investigation (whether arising before, at or after the Closing Date) is made
against any D&O Indemnified Person on or prior to the sixth anniversary of the Closing
Date, the provisions of this Section 5.8 (without regard to any such time limit) shall
continue in effect until the final disposition of such claim, action, proceeding or
investigation.
(d) In the event that Parent or the Surviving Corporation or any of their
respective successors or assigns (i) consolidates with or merges into any other Person and
shall not be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers or conveys all or substantially all of its properties and assets to
any Person, then, and in each such case, proper provision shall be made so that the
successors or assigns of Parent or the Surviving Corporation, as the case may be, shall
succeed to the obligations set forth in this Section 5.8.
(e) This Section 5.8 shall survive the consummation of the Merger, is
intended to benefit the Company, the Surviving Corporation and the D&O Indemnified
Persons, shall be binding on all successors and assigns of the Surviving Corporation and
shall be enforceable by the D&O Indemnified Persons.
5.9 Obligations of Parent.
Parent will take all action reasonably necessary (a) to cause Newco to perform its
obligations under this Agreement and to consummate the Merger on the terms and conditions set
forth in this Agreement and (b) to ensure that, prior to the Effective Time, Newco shall not
conduct any business or make any investments other than as specifically contemplated by this
Agreement. Whenever this Agreement requires Newco or the Surviving Corporation to take any
action, such requirement shall be deemed to include an undertaking on the part of Parent to cause
Newco or the Surviving Corporation to take such action.
5.10 Tax Filings.
(a) The Representatives shall be responsible for preparing, and the Surviving
Corporation shall be responsible for timely filing, all Tax Returns with respect to any
Pass-Through Tax as prepared by the Representatives and that are required to be filed by
or with respect to the Company after the Closing Date and that relate to taxable years or
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periods ending on or before the Closing Date (“Pre-Closing Period Return”); provided,
however, that the Surviving Corporation shall not be required to file any such Pre-
Closing Period Return if Parent obtains an opinion of counsel that a position taken on
such Pre-Closing Period Return fails to meet an exception to the application of penalties
even if disclosed on IRS Form 8275 or any similar form. The Representatives shall
permit Parent to review and comment on each such Pre-Closing Period Return and shall
consider in good faith comments of Parent to each such Pre-Closing Period Return prior
to filing. Parent shall make available and shall cause the Surviving Corporation to make
available to the Representatives and their accountants, advisors, agents and
representatives any and all books, records, contracts and employees of Parent and the
Surviving Corporation and such other information of the Company and its Subsidiaries,
and otherwise assist and cooperate (and cause their respective employees to assist and
cooperate) with the Representatives and their accountants, advisors, agents and
representatives, to the extent reasonably requested by the Representatives in connection
with the preparation of the Pre-Closing Period Returns. The out-of-pocket expense of
preparing any Pre-Closing Period Return shall be borne by the Former Shareholders.
(b) Parent shall be responsible for preparing and timely filing all other Tax
Returns that are required to be filed by or with respect to the Company and the Surviving
Corporation after the Closing Date and that relate to taxable years or periods ending on or
before the Closing Date, including Tax Returns (other than any Pre-Closing Period
Return) of the Company and the Surviving Corporation for any Tax periods that begin
before the Closing Date and end after the Closing Date (collectively, the “Straddle
Periods” and each a “Straddle Period” and such Tax Returns, the “Straddle Period
Returns”). Parent shall provide to the Representatives, no later than 15 Business Days
prior to the due date thereof, a copy of each Tax Return described in the preceding
sentence and permit the Representatives to review, and Parent shall consider in good faith
any comments of the Representatives to each such Tax Return prior to filing.
(c) For purposes of this Agreement:
(i) In the case of any gross receipts tax, Income Tax, or similar Taxes
that is payable with respect to a Straddle Period, the portion of such Taxes
allocable to (a) the portion of the Straddle Period that ends on the Closing Date
and (b) the portion of the Straddle Period beginning on the day after the Closing
Date (the “Post-Closing Tax Period”) shall be determined on the basis of a
deemed closing at the end of the Closing Date of the books and records of the
Company (but exemptions, allowances, or deductions that are calculated on an
annual basis (including depreciation and amortization deductions), other than
exemptions, allowances or deductions to the extent attributable solely to a Section
338 Election (as defined below), shall be deemed to be the amount of such
exemptions, allowances or deductions for the entire period multiplied by a
fraction, the numerator of which is the number of days in the Straddle Period from
the commencement of the Straddle Period through and including the Closing Date
and the denominator of which is the number of days in the entire Straddle Period).
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(ii) In the case of any Taxes (other than gross receipt taxes, Income
Taxes or similar Taxes) that are payable with respect to a Straddle Period, the
portion of such Taxes allocable to the portion of the Straddle Period ending on the
Closing Date shall be equal to the product of all such Taxes multiplied by a
fraction the numerator of which is the number of days in the Straddle Period from
the commencement of the Straddle Period through and including the Closing Date
and the denominator of which is the number of days in the entire Straddle Period;
provided, however, that appropriate adjustments shall be made to reflect specific
events that can be identified and specifically allocated as occurring on or prior to
the Closing Date (in which case the Former Shareholders shall be jointly and
severally responsible for any Taxes related thereto) or occurring after the Closing
Date (in which case, the Surviving Corporation shall be responsible for any Taxes
related thereto).
(iii) The Surviving Corporation shall be responsible for any Taxes with
respect to the Post-Closing Tax Period of the Straddle Periods.
(d) Section 338(h)(10) Election.
(i) Parent and the Former Shareholders shall join in timely making an
election under (x) Section 338(h)(10) of the Code and/or (y) any similar provision
of state or local tax law, with respect to the Merger under this Agreement (the
“Section 338 Election”) and shall join in any filings that may be necessary in
order to effect the Section 338 Election, including IRS Forms 8023 and 8883,
and/or any comparable state or local Tax forms, provided there are no holders of
Dissenting Shares. Except as otherwise specifically provided in this Section
5.10(d), Parent shall be responsible for the preparation and timely filing of all
forms necessary to effectuate the Section 338 Election and Parent and the Former
Shareholders shall execute such forms or documents as are required by any Tax
laws to effect the Section 338 Election, including IRS Forms 8023 and 8833,
and/or any other comparable state or local tax forms. To the extent permitted or
required by Law, any income, gain, loss or deduction, or other tax item resulting
from the deemed sale pursuant to the Section 338 Election shall be included in the
Tax Returns of the Company and the Subsidiaries for the taxable period ending on
or prior to the Closing Date. The Representatives will provide to Parent an IRS
Form 8023 (and comparable state or local Tax forms requested by Parent)
properly signed and executed by the Former Shareholders on or before the
Closing Date.
(ii) Within 90 days after the Closing Date, Parent shall deliver to the
Representatives a completed IRS Form 8883, setting forth the allocation of the
adjusted grossed-up basis (as defined in Treasury Regulation section 1.338-5)
among the assets of the Company and its Subsidiaries (the “Allocation Schedule”)
which schedule shall be prepared in a manner consistent with Sections 338 and
1060 of the Code and in a manner consistent with the principles set forth on
Schedule 5.10(d)(ii) of the Disclosure Letter. The Representatives shall have the
right to review the IRS Form 8883. If there is any dispute concerning the
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Allocation Schedule, the Representatives shall notify Parent within 30 calendar
days after receiving the Allocation Schedule and Parent and the Representatives
shall negotiate in good faith to resolve such dispute. If within 15 calendar days of
such notification, Parent and the Representatives shall have been unable to resolve
their dispute, all unresolved items shall be submitted to the Accounting Firm to be
resolved in accordance with the terms of Section 2.7(d). The Allocation
Schedule, as finalized in accordance with the foregoing, shall be adjusted in a
manner consistent with the methodology of the Allocation Schedule if and to the
extent of any adjustment to the Merger Consideration pursuant to this Agreement
(the “Final Allocation Schedule”). Parent, Newco and the Company shall file all
Tax Returns and information reports in a manner consistent with such Final
Allocation Schedule and the Section 338 Election, and shall not, unless otherwise
required by applicable law or a final determination under Section 1313 of the
Code or similar provision under foreign, state or local law, take (and Parent shall
not permit its Affiliates to take) any action that would be inconsistent with or
would prejudice the Section 338 Election.
(iii) Notwithstanding anything to the contrary in this Agreement, any
increase in liability for Tax of the Company or any Subsidiary (for the avoidance
of doubt, other than an increase in any Pass-Through Tax) for any taxable years or
periods ending on or before the Closing Date resulting solely from the Section
338 Election (other than any such increase in Tax attributable to any Tax under
Code § 1374) shall be borne solely by the Surviving Corporation, and shall be
treated for all purposes of this Agreement as a liability of the Surviving
Corporation with respect to the period beginning after the Closing Date.
(e) None of the Company, Parent, Newco, or any Affiliate of the Company,
Parent or Newco shall (or shall cause or permit the Surviving Corporation to) amend,
refile or otherwise modify (or grant an extension of any statute of limitation with respect
to) any Pre-Closing Period Return or Straddle Period Return, without the prior written
consent of the Representatives.
(f) Parent, the Company and the Representatives shall cooperate fully, as and
to the extent reasonably requested by any party, in connection with the filing of Tax
Returns pursuant to this Section 5.10 and any proceeding with respect to Taxes. Such
cooperation shall include the retention and (upon the other party’s request) the provision
of records and information reasonably relevant to any such proceeding. Parent and
Representatives agree (i) to retain all books and records with respect to Tax matters
pertinent to the Company relating to any taxable period beginning before the Closing
Date until the expiration of the statute of limitations (and, to the extent notified by Parent
or Representatives, any extensions thereof) of the respective taxable periods, and to abide
by all record retention agreements entered into with any taxing authority, and (ii) to give
the other party reasonable written notice prior to transferring, destroying or discarding
any such books and records and, if the other so requests, Parent or the Representatives, as
the case may be, shall allow the other to take possession of such books and records.
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(g) Parent and the Representatives further agree, upon reasonable request, to
provide the other party with all information that either party may be required to report
pursuant to Code § 6043 or § 6043A and all Treasury Department Regulations
promulgated thereunder.
5.11 Exclusive Dealing.
During the period from the date hereof through the Closing Date or the termination of
this Agreement pursuant to Article 7, (i) the Company shall not, and shall cause its Affiliates and
the directors, officers, employees and agents of Company and its Affiliates to not, take any
action to (A) solicit, initiate or encourage the submission of any proposal or offer from any
Person other than Lassonde, Parent, Newco or their Affiliates relating to the acquisition of any
capital stock, or any substantial portion of the assets (other than sales of inventory in the
Ordinary Course of Business), of the Company or any of its Subsidiaries (including any
acquisition structured as a merger, consolidation, recapitalization or equity exchange) (each, an
“Acquisition Proposal”) or (B) participate in any discussions or negotiations regarding, furnish
any information with respect to, assist or participate in, or facilitate in any other manner any
effort or attempt by any such Person to do or seek any of the foregoing, (ii) the Company shall
promptly (and in any event within twenty-four hours) notify Parent after any such Person makes
any proposal, offer, inquiry, or contact with respect to any of the foregoing, and (iii) the
Company shall not enter into any agreement in respect of an Acquisition Proposal.
5.12 Transactions with Former Shareholders.
Prior to the Closing, the Company shall cancel and terminate, without any payment
therefor, any note or account receivable from, or cash advance to, any Former Shareholder or
Affiliate thereof.
5.13 Matters relating to the Additional Equity Contribution.
If Lassonde or any of its Affiliates need to make the Additional Equity Contribution
under the Commitment Letter so as to satisfy the maximum total leverage ratio condition
precedent contained in paragraph (i)(4) of Exhibit C to the Commitment Letter as in effect on the
date hereof, (i) Parent shall deliver written notice of such event to the Company at least five
Business Days prior to Closing and (ii) each member of the Pappas Group shall have the right,
but not the obligation, to elect to purchase from P-L Holdings additional common shares of P-L
Holdings in an amount up to an amount that would allow such member of the Pappas Group to
continue to maintain the same proportionate ownership interest in P-L Holdings as it would have
held absent the issuance of the additional common shares to Lassonde by delivering written
notice to Lassonde not less than three Business Days prior to Closing. If such member of the
Pappas Group provides such notice, then such member of the Pappas Group holding common
shares in P-L Holdings shall purchase the number of additional common shares set forth in such
notice. In addition, if any member or members of the Pappas Group declines to exercise its right
under this Section 5.13 in full (or fails to deliver timely written notice of its exercise of such
right), the other members of the Pappas Group shall have the right, but not the obligation, to elect
to purchase from P-L Holdings any such additional common shares of P-L Holdings as the
declining member was entitled to purchase under this Section 5.13, in such amounts and
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proportions as such other members of the Pappas Group shall agree, by delivering written notice
to Lassonde not less than two Business Days prior to Closing. The purchase and sale of any such
additional common shares to the members of the Pappas Group shall be made pursuant to the
Stock Purchase Agreement substantially in the form of Exhibit I attached hereto and for the same
price and on the same terms as the sale of the additional common shares to Lassonde or its
Affiliates.
6.1 Mutual Conditions.
ARTICLE 6
CONDITIONS TO CLOSING
The respective obligations of each party to consummate the transactions contemplated by
this Agreement shall be subject to the fulfillment at or prior to Closing of each of the following
conditions:
(a) No Injunction. At the Closing there shall be no effective injunction, writ
or preliminary restraining order or any order of any nature issued by a court or
Governmental Authority of competent jurisdiction to the effect that the Merger may not
be consummated as herein provided.
(b) Antitrust Clearance. The waiting period (and any extension thereof) under
the HSR Act applicable to the transactions contemplated hereby shall have expired or
shall have been terminated.
(c) Company Shareholder Approval. The Company Shareholder Approval
shall have been obtained in accordance with the applicable provisions of the New Jersey
Corporation Act.
6.2 Conditions to the Obligations of Parent and Newco.
The obligations of Parent and Newco to consummate the transactions contemplated by
this Agreement shall be subject to the fulfillment prior to or at Closing of each of the following
conditions, any and all of which may be waived, in whole or in part, by Parent and Newco to the
extent permitted by applicable law:
(a) Representations and Warranties. (i) The Fundamental Representations (as
defined in Section 8.1) of the Company shall be true and correct in all material respects
as of the Closing Date as if made on the Closing Date, and (ii) the representations and
warranties of the Company set forth in Article 3, other than the Fundamental
Representations, without giving effect to any materiality or “Material Adverse Effect”
qualifications therein, shall be true and correct as of the date of this Agreement and as of
the Closing Date as though made on and as of the Closing Date, except (x) in the case of
clauses (i) and (ii), (A) that the representations and warranties that are made as of a
specific date shall be true and correct only as of such date, and (B) as permitted by this
Agreement to change between the date of this Agreement and the Closing Date; (y) in the
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case of clause (ii), for breaches of representations and warranties the effect of which,
individually or in the aggregate, does not constitute a Material Adverse Effect.
(b) Covenants. The Company shall have duly performed or complied with, in
all material respects, all of the covenants, obligations and conditions to be performed or
complied with by them on or prior to or at Closing under this Agreement.
(c) Closing Certificate. The Company shall have delivered to Parent a
certificate of the Company signed by the President or a Vice President of the Company,
dated the Closing Date, to the effect that the conditions specified in Sections 6.2(a) and
6.2(b) have been satisfied.
(d) [Intentionally omitted].
(e) Certified Documents. The Company shall have delivered to Parent each
of the following:
(i) a certified copy of the resolutions duly adopted by the board of
directors of the Company authorizing the execution, delivery and performance of
this Agreement and the consummation of all transactions contemplated hereby;
(ii) a true and correct copy of the Company’s Certificate of
Incorporation; and
(iii) a true and correct copy of the Company’s by-laws, together with
all amendments in effect as of Closing.
(f) Material Adverse Effect. Since the date of this Agreement, there shall not
have been any Material Adverse Effect.
(g) Company Shareholder Approval. No later than the day following the date
of this Agreement, the Company shall have delivered to Parent a unanimous written
consent action signed by the holders of all of the outstanding shares of Common Stock of
the Company adopting and approving this Agreement, the Merger and the transactions
contemplated by this Agreement, and there shall otherwise be no outstanding shares of
Common Stock of the Company that remain eligible to become Dissenting Shares under
the New Jersey Corporation Act.
(h) Escrow Agreement. The Company, the Representatives and the Escrow
Agent shall have executed and delivered the Escrow Agreement.
(i) Pappas Shareholders’ Agreement. The Company shall provide evidence
of the termination of the Pappas Shareholders’ Agreement, dated November 19, 2001
between Peter C. Pappas and Dean C. Pappas.
(j) FIRPTA Certificate. The Former Shareholders shall have delivered, as
part of the Letter of Transmittal, to Parent a certificate confirming to the requirements of
Treasury Regulations § 1.1445-2(b)(2).
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(k) Employment Agreements. The Company shall have entered into
employment agreements with Clement David Pappas and Clement Dimitri Pappas
substantially in the forms attached as Exhibit F hereto.
(l) Payoff Letters. The Company shall have delivered payoff letters with
respect to any outstanding loans from, and the security interests granted to secure such
loans to, Bank of Montreal.
(m) Section 338(h)(10) Documentation. If requested by Parent, the
Representatives shall deliver to Parent an IRS Form 8023 (and any comparable state or
local tax form) executed and signed by each of the Former Shareholders.
(n) Non-competition Agreements. Aleni M. Pappas, Clement Dimitri Pappas,
Dean C. Pappas, Edward L.B. Pappas and Zachary P. Pappas shall have entered into noncompetition
agreements substantially in the form of Exhibit G hereto.
(o) Minimum EBITDA. EBITDA for the Company and its Subsidiaries on a
consolidated basis for the rolling 12 month period ending on the last Sunday of the month
immediately preceding the month in which the Closing occurs (unless such last Sunday
occurs less than 30 days prior to the Closing, in which case such rolling 12 month period
shall be the rolling 12 month period ending on the last Sunday of the second month
immediately preceding the month in which the Closing occurs) (such applicable rolling
12 month period, the “RTM Period”) shall not be less than $54,500,000, and the
Company shall have delivered to Parent a certificate of the Company signed by the chief
financial officer of Company, dated as of the Closing Date, to that effect. By way of
example only, if the Closing were to occur between July 27, 2011 and August 29, 2011,
the RTM Period would be June 28, 2010 through June 26, 2011.
(p) P-L Holdings Stockholders’ Agreement. The parties identified in the P-L
Holdings Stockholders’ Agreement (other than P-L Holdings, the Surviving Corporation
and the Lassonde Group (as defined therein)) shall have executed and delivered the P-L
Holdings Stockholders’ Agreement substantially in the form of Exhibit H attached hereto.
(q) Stock Purchase Agreement. The parties identified therein (other than
Parent) shall have executed and delivered the Stock Purchase Agreement substantially in
the form of Exhibit I attached hereto.
6.3 Conditions to the Obligations of the Company and Former Shareholders.
The obligations of the Company and Former Shareholders to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the
Closing of each of the following conditions, any and all of which may be waived in whole or in
part by the Company to the extent permitted by applicable law:
(a) Representations and Warranties. (i) The Fundamental Representations of
Parent and Newco shall be true and correct in all material respects as of the Closing Date
as if made on the Closing Date and (ii) the representations and warranties of Parent and
Newco set forth in Article 4, other than the Fundamental Representations, without giving
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effect to any materiality or “Material Adverse Effect” qualifications therein, shall be true
and correct as of the date of this Agreement and as of the Closing Date as though made
on and as of the Closing Date, except (x) in the case of clauses (i) and (ii), (A) that the
representations and warranties that are made as of a specific date shall be true and correct
only as of such date, and (B) as permitted by this Agreement to change between the date
of this Agreement and the Closing Date; and (y) in the case of clause (ii), for breaches of
representations and warranties the effect of which, individually or in the aggregate, has
not had and would not reasonably be expected to have a material adverse effect on the
ability of Parent and Newco to perform their obligations hereunder.
(b) Covenants. Parent and Newco shall have duly performed or complied
with, in all material respects, all of the covenants, obligations and conditions to be
performed or complied with by each of them under the terms of this Agreement on or
prior to or at the Closing.
(c) Closing Certificate. Parent and Newco shall have delivered to the
Company a certificate, signed by the President or a Vice President of Parent, dated the
Closing Date, to the effect that the conditions specified in Sections 6.3(a) and 6.3(b) have
been satisfied.
(d) Escrow Agreement. Parent and the Escrow Agent shall have executed and
delivered the Escrow Agreement.
(e) P-L Holdings Stockholders’ Agreement. The parties identified in the P-L
Holdings Stockholders’ Agreement (other than the Pappas Group) shall have executed
and delivered the P-L Holdings Stockholders’ Agreement substantially in the form of
Exhibit H attached hereto.
(f) Stock Purchase Agreement. Parent shall have executed and delivered the
Stock Purchase Agreement substantially in the form of Exhibit I attached hereto.
7.1 Termination.
ARTICLE 7
TERMINATION
This Agreement may be terminated and the Merger may be abandoned at any time,
notwithstanding the approval thereof by the shareholders of the Company at any time prior to
Closing:
(a) by mutual written consent of the Company and Parent;
(b) by either the Company or Parent, if the Merger shall not have been
consummated on or before August 15, 2011 (the “Termination Date”), unless extended
by written agreement of the parties hereto; provided, however, that the right to terminate
this Agreement and abandon the Merger under this paragraph shall not be available to
any party whose failure to fulfill any obligation under this Agreement has been the cause
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of, or resulted in, the failure of the Merger to occur on or prior to such date; provided,
further, that if any condition set forth in Sections 6.1(a) or 6.1(b) shall not have been
satisfied as of the Termination Date, the Company may extend the Termination Date on
one or more occasions for an aggregate number of 90 additional calendar days upon
notice given to Parent at any time prior to a termination pursuant to this clause (b);
(c) by the Company, if (i) all of the conditions set forth in Sections 6.1 and
6.2 have been satisfied or waived (other than those conditions that by their terms are to be
satisfied at the Closing), (ii) Parent and Newco fail to consummate or complete the
Closing within two Business Days following the date on which the Closing should have
occurred pursuant to Section 2.2 and (iii) the Company gives written notice to Parent that
the Company is prepared to consummate or complete the Closing; provided that any
termination of this Agreement under Section 7.1(b) shall be deemed to be a termination
under this Section 7.1(c) if the Company was entitled to terminate this Agreement under
this Section 7.1(c) at the time of such termination; or
(d) by either the Company or Parent, if any Governmental Authority shall
have issued an order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting the Merger and such order, decree, ruling or other action shall have
become final and nonappealable.
7.2 Effect of Termination.
If this Agreement is terminated pursuant to Section 7.1 hereof, (a) all rights and
obligations of the parties hereunder shall terminate and no party shall have any liability to the
other party, except for obligations of the parties hereto in Sections 5.2(b), 5.6, 7.3, 9.1 and
Article 10 (and any related definitional provisions set forth in Article 1), which shall survive the
termination of this Agreement, and (b) such termination shall not preclude either party from
suing the other party for any willful breaches of this Agreement.
7.3 Reverse Termination Fee.
In the event that (i) this Agreement is terminated or deemed terminated pursuant to
Section 7.1(c) and (ii) (A) the proceeds of the Financing or the Alternate Financing are not
available to Lassonde, Parent or Newco and would not be available if Lassonde, Parent and
Newco complied with all of their obligations hereunder and under the Commitment Letter (or the
similar documentation related to the Alternate Financing) and made the “Equity Contribution”
(as defined in the Commitment Letter) and the “Additional Equity Contribution” (as defined in
this Agreement) (a “Financing Failure”) or (B) the Company otherwise so elects, in writing, in
its sole discretion (the “Reverse Termination Fee Events”), then in such event Parent shall pay or
cause to be paid to the Company $11,700,000 (the “Reverse Termination Fee”) by wire transfer
of immediately available funds within three Business Days following such termination. In the
event that Parent shall fail to pay the Reverse Termination Fee when due, Parent shall also
reimburse the Company for all reasonable costs and expenses incurred by the Company
(including attorneys’ fees) after the date such Reverse Termination Fee becomes due in
connection with the collection under and enforcement of this Section 7.3 (the “Enforcement
Costs”). In the event a Reverse Termination Fee Event occurs and the Reverse Termination Fee
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and the Enforcement Costs (if any) are paid to the Company, (i) the payment of the Reverse
Termination Fee and the Enforcement Costs (if any) shall be deemed to be liquidated damages
for any and all claims, actions, causes of action, judgments, awards, losses, damages, liabilities,
fines, penalties, expenses or costs (including reasonable attorney’s fees and other out-of-pocket
costs incurred in investigating, preparing and defending the foregoing) suffered or incurred by
the Company or any of its Affiliates or any other Person in connection with or related to or
arising out of this Agreement, the Financing, any Alternate Financing, the Commitment Letter,
the transactions contemplated hereby and thereby (and the abandonment or termination thereof),
any oral representation made or alleged to have been made in connection herewith or therewith
or any matter forming the basis for such termination, and (ii) none of the Company, any of its
respective Affiliates or any other Person shall thereafter be entitled to bring or maintain any
other claim, action or proceeding against Parent, the parties to the Commitment Letter (including
the Lenders), or any of their respective former, current or future general or limited partners,
shareholders, managers, members, directors, officers, affiliates, employees, agents or other
representatives arising out of this Agreement, the Financing, any Alternate Financing, the
Commitment Letter (or the abandonment or the termination thereof), the transactions
contemplated hereby and thereby (or the abandonment thereof), any oral representation made or
alleged to have been made in connection herewith or therewith or any matter forming the basis
for such termination. Notwithstanding anything to the contrary in this Agreement, in the event a
Reverse Termination Fee Event occurs and the Reverse Termination Fee and the Enforcement
Costs (if any) are paid to the Company, (i) under no circumstances will the Company or its
Affiliates be entitled to monetary damages or other monetary remedies for any Losses suffered as
a result of the failure of the transactions contemplated herein to be consummated or for a breach
or failure to perform hereunder or any oral representation made or alleged to have been made in
connection herewith in excess of the amount of the Reverse Termination Fee and the
Enforcement Costs (if any), once paid to the Company, regardless of whether such monetary
damages or other remedies are based on a claim in law or equity, and (ii) under no circumstances
shall the Company or its Affiliates be permitted or entitled to receive a grant of specific
performance or any additional damages or other monetary remedies.
ARTICLE 8
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
8.1 Survival of Representations.
The representations and warranties under this Agreement shall survive for the period
ending on the eighteen month anniversary of the Closing Date, except that representations and
warranties of the Company set forth in Section 3.2 (Company Authorization), Section 3.5
(Company Capitalization; Subsidiaries), Section 3.20 (Brokers), Section 4.2 (Parent and Newco
Authorization) and Section 4.8 (Brokers) (the “Fundamental Representations”) shall survive for
the period ending on the five year anniversary of the Closing Date and the representations and
warranties of the Company set forth in Sections 3.10(f) and 3.10(g) (Taxes) shall survive the
Closing until the date that is 60 days after the expiration of the applicable statute of limitations.
The covenants and agreements of the parties that require performance prior to the Closing shall
expire at and shall not survive the Closing, and those covenants and agreements that require or
contemplate performance after the Closing shall survive in accordance with their respective
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terms. No action or claim for Losses (as hereinafter defined) shall be brought or made after the
expiration of the survival period applicable to the representation, warranty or claim on which the
claim is based, except for any claims which have been asserted and which are the subject of a
written notice from the Representatives to Parent or from Parent to the Representatives, as may
be applicable, prior to the expiration of such periods, which notice specifies in reasonable detail
the nature, amount and basis of the claim.
8.2 General Indemnification.
(a) Subject to all of the limitations in this Article 8, after the Closing, Parent,
the Surviving Corporation and/or each of its officers, directors, employees, Affiliates
and/or agents (each a “Parent Indemnitee” and together the “Parent Indemnitees”) shall
be entitled to be indemnified and held harmless from any damages, losses, liabilities,
obligations, claims, interest or expenses (including reasonable attorneys’ and consultants’
fees and expenses but excluding (except to the extent actually awarded to a third party)
punitive or consequential damages or any damages measured by lost profits or any type
of multiple or diminution of value) (“Losses”) resulting from (i) the breach of any
representation or warranty made by the Company and contained in the Agreement,
(ii) any breach by the Company of any of its covenants or agreements contained herein to
be performed at or prior to the Closing, (iii) any breach by the Representatives (in their
respective capacities as Representatives) after the Closing of any of their covenants or
agreements contained herein to be performed after the Closing, or (iv) any Income Taxes
or withholding or payroll Taxes of the Company or its Subsidiaries with respect to
taxable periods ending on or prior to the Closing Date and all Income Taxes or
withholding or payroll Taxes of the Company or its Subsidiaries with respect to the
Straddle Periods to the extent that any such Income Taxes or withholding or payroll
Taxes are allocable in accordance with Section 5.10(c) to the period prior to Closing
Date, all Income Taxes of any member of an affiliated, consolidated, combined, or
unitary group of which the Company or any Subsidiary (or any predecessor of the
Company or any Subsidiary) is or was a member on or prior to the Closing Date,
including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state,
local, or foreign law or regulation, and all Taxes of any Person allocable to a period prior
to the Closing Date imposed on the Company or any Subsidiary as a transferee, successor
or by contract or pursuant to any law, rule or regulation (such obligations shall be without
regard to whether there was any breach of any representation or warranty under Article 3
with respect to such Tax or any disclosures that may have been made with respect to
Article 3 or otherwise). The indemnification obligations under Section 8.2(a)(iv) shall
apply even if the additional tax liability results from the filing of a return or amended
return with respect to a pre-Closing Date transaction or period (or portion of a period) by
Parent that is prepared and filed in a manner consistent with the requirements and
procedures contained in this Agreement.
(b) Subject to all of the limitations in this Article 8, after the Closing, each of
Parent and the Surviving Corporation agrees to indemnify, defend and hold each Former
Shareholder and their respective officers, directors, employees, Affiliates and/or agents
(each a “Shareholder Indemnitee” and together the “Shareholder Indemnitees”) harmless
from any Losses resulting from (i) the breach of any representation or warranty made by
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Parent and Newco and contained in the Agreement, (ii) any breach by Parent or Newco of
any of their covenants or agreements contained herein to be performed prior to, at or after
the Closing, or (iii) any breach by the Surviving Corporation (including by way of being
the successor of Newco but excluding, for purposes of breaches by the Company of any
of its covenants or agreements contained herein to be performed at or prior to the
Closing, by way of being the successor to the Company) of any of its covenants or
agreements contained herein to be performed after the Closing.
(c) The obligations to indemnify and hold harmless pursuant to Section 8.2(a)
and pursuant to Section 8.2(b) shall survive the consummation of the transactions
contemplated hereby until the end of the survival period applicable to the representation,
warranty or covenant on which the claim is based (or in the case of claims under
Section 8.2(a)(iv), until the date that is 60 days after the expiration of the applicable
statute of limitations), except for claims for indemnification pursuant to such clauses
asserted prior to the end of the applicable survival period in accordance with Section 8.1
or this Section 8.2(c), which claims shall survive until final resolution thereof; provided
that any such claim shall be deemed to have been withdrawn and waived two years after
being made unless (x) claim proceedings shall have been commenced with respect to
such claim within such two year period or (y) the claimant is actively continuing in good
faith discussions with the potentially indemnifying parties to pursue and finalize such
claim as soon as practicable.
(d) All indemnification payments under this Article 8 shall be treated as
adjustments to the Merger Consideration for all Tax purposes except as otherwise
required by applicable law.
(e) If any Parent Indemnitee becomes entitled to indemnification for Losses
pursuant to this Article 8, (i) such indemnification payment will be made first out of the
Escrow Account and (ii) in the event that the Escrow Funds then in the Escrow Account
are insufficient to satisfy such indemnification obligation in full, such Parent Indemnitee
shall, subject to all of the applicable limitations set forth in this Article 8, including
Sections 8.5(b)(iv) and 8.5(c), be permitted to proceed against each Former Shareholder
for an amount up to (x) such Former Shareholder’s Common Stock Ownership
Percentage multiplied by (y) the indemnifiable Losses for which payment was not made
out of the Escrow Account.
(f) If any Parent Indemnitee becomes entitled to indemnification for Losses
pursuant to this Article 8, such indemnification payment shall be made directly to the
Surviving Corporation.
8.3 Third-Party Claims.
(a) If a claim, action, suit or proceeding by a third party (a “Third-Party
Claim”) is made against any Person or entity entitled to indemnification pursuant to
Section 8.2 hereof (an “Indemnified Party”), and if such Indemnified Party intends to
seek indemnity with respect thereto under this Article 8, such Indemnified Party shall
promptly, but no later than 20 days following such Indemnified Party’s receipt of the
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Third-Party Claim, notify the party obligated to indemnify such Indemnified Party (such
party obligated to provide indemnification, the “Responsible Party”) (or, in the case of a
Parent Indemnitee seeking indemnification, such Parent Indemnitee shall promptly notify
the Representatives, who shall act on behalf of each Former Shareholder in such former
holder’s capacity as a Responsible Party in accordance with Article 9) of such claims;
provided, that the failure to so notify shall not relieve the Responsible Party of its
obligations hereunder, except to the extent the Responsible Party is prejudiced thereby.
The Responsible Party shall have the right to assume the conduct and control, through
counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible
Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with
it in connection therewith. If the Responsible Party assumes the defense of a Third-Party
Claim, the Indemnified Party shall have the right to participate in but not control such
defense, including through counsel chosen by such Indemnified Party; provided, that the
fees and expenses of such counsel shall be borne by such Indemnified Party. The
Indemnified Party shall not pay or settle any claim without the prior written consent of
the Responsible Party unless, in connection with such payment or settlement, the
Indemnified Party waives any right to indemnity for such claim. The Indemnified Party
shall have the right to undertake the defense of a Third-Party Claim the defense of which
is not undertaken by the Responsible Party; provided, that the Indemnified Party shall not
settle or compromise any such Third-Party Claim without the prior written consent of the
Responsible Party, such consent not to be unreasonably withheld, conditioned or delayed.
The Responsible Party shall not, except with the prior written consent of the Indemnified
Party, such consent not to be unreasonably withheld, conditioned or delayed, enter into
any settlement or consent to entry of judgment of a Third-Party Claim that does not
include as an unconditional term thereof the giving by the Person or Persons asserting
such claim to all Indemnified Parties of an unconditional release from all liability with
respect to such claim.
(b) Any Indemnified Party shall cooperate in all reasonable respects with the
Responsible Party and its attorneys in the investigation, trial and defense of any Third-
Party Claim and any appeal arising therefrom and shall furnish such records, information
and testimony, and attend such conferences, discovery proceedings, hearings, trials and
appeals as may be reasonably requested in connection therewith. Such cooperation shall
include access during normal business hours afforded to the Responsible Party and its
agents and representatives to, and reasonable retention by the Indemnified Party of,
records and information which have been identified by the Responsible Party as being
reasonably relevant to such Third-Party Claim, and making employees available on a
mutually convenient basis to provide additional information and explanation of any
material provided hereunder. The parties shall cooperate with each other in any
notifications to insurers.
8.4 Direct Claims.
Each Indemnified Party shall assert any claim on account of any Losses which do not
result from a Third-Party Claim (a “Direct Claim”) by giving the Responsible Party (or, in the
case of a Parent Indemnitee seeking indemnification, such Parent Indemnitee shall promptly
notify the Representatives, who shall act on behalf of each Former Shareholder in such former
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holder’s capacity as a Responsible Party in accordance with Article 9) written notice thereof
reasonably promptly (and, in any event, no later than 30 days following the Indemnified Party’s
discovery of the applicable Losses reasonably likely to give rise to a claim under this Article 8).
Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail,
include copies of all available material written evidence thereof and indicate the estimated
amount, if reasonably practicable, of Losses that have been or may be sustained by the
Indemnified Party; provided, that the failure to timely give such notice shall not affect the rights
of an Indemnified Party hereunder except to the extent such failure has a prejudicial effect on the
defenses or other rights available to the Responsible Party with respect to, or ability to mitigate,
such Direct Claim.
8.5 Limitations on Indemnification Obligations.
(a) Nothing provided in this Section 8.5 shall limit any duty of an Indemnified
Party to mitigate Losses under applicable law or Section 8.6.
(b) The rights of the Parent Indemnitees to indemnification pursuant to the
provisions of Section 8.2(a) are subject to the following limitations:
(i) The amount of any and all Losses will be determined net of (x) any
accruals or reserves that are included in the Company Financial Statements or the
Final Statement of Purchase Price or included in the calculation of Net Working
Capital, in each case, to address the matters to which such Losses relate, (y) any
amounts actually recovered by the Parent Indemnitees under indemnification
agreements or arrangements with third parties or under insurance policies with
respect to such Losses and (z) an amount equal to the Tax savings or benefits that
are actually realized by the Surviving Corporation or its Subsidiaries, during the
period between the Closing Date and the end of the first taxable year following
the year of the date of the Loss, attributable to any deduction, loss, credit or other
Tax benefit resulting from or arising out of such Losses. If the amount to be
netted hereunder from any payment required under Section 8.2(a) is determined
after payment of any amount otherwise required to be paid to an Indemnified
Party under this Article 8, the Indemnified Party shall repay to the Responsible
Parties, promptly after such determination, any amount that the Responsible
Parties would not have had to pay pursuant to this Article 8 had such
determination been made at the time of such payment;
(ii) The Parent Indemnitees shall not be entitled to recover for any
Losses or series of Losses under Section 8.2(a)(i) resulting from a breach of the
representations and warranties of the Company set forth in Section 3.6 with
respect to amounts that were compromised in determining the Final Statement of
Purchase Price.
(iii) The Parent Indemnitees shall not be entitled to recover Losses
pursuant to Section 8.2(a)(i) until the total amount of Losses which the Parent
Indemnitees would have been entitled to recover under Section 8.2(a)(i) (as
limited by the other sections of this Section 8.5) but for this Section 8.5(b)(iii)
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exceeds $2,500,000 (the “Threshold”) and then only for the Losses in excess of
the Threshold; provided, that claims asserted under Section 8.2(a)(i) for Losses
resulting from a breach of a Fundamental Representation or the representations
and warranties of the Company set forth in Sections 3.10(f) or 3.10(g) shall not be
subject to the Threshold; and
(iv) In no event shall the Parent Indemnitees be entitled to be
indemnified hereunder for Losses in excess of the Escrow Amount; provided, that
this clause (iv) shall not apply to (x) any breach of a Fundamental Representation
or the representations and warranties of the Company set forth in Sections 3.10(f)
or 3.10(g) or (y) any indemnification of the Parent Indemnitees under Section
8.2(a)(iv), which shall remain subject to all of the other applicable limitations set
forth in this Article 8, including Section 8.5(c).
(c) Notwithstanding anything contained herein to the contrary, in no event
shall any Former Shareholder be liable for indemnification pursuant to this Article 8 for
any Losses, together with the aggregate amount of all Losses for which such Former
Shareholder has indemnified any Parent Indemnitee pursuant to this Article 8 (whether
directly or through disbursements from the Escrow Account), in excess of the portion of
the Purchase Price received by such Former Shareholder.
(d) Following the Closing, in no event shall Parent be required to indemnify
any Shareholder Indemnitee, and Parent shall have no liability, for any Losses under this
Article 8 to the extent such Losses, together with the aggregate amount of all Losses for
which Parent has indemnified any Shareholder Indemnitee pursuant to this Article 8,
exceed $30,000,000; provided that this Section 8.5(d) shall not apply to (x) any breach of
a Fundamental Representation or (y) any claims under Section 8.2(b) for breaches of
Article 2, Section 5.7, Section 5.8, Section 5.10, Section 8.8 and Section 8.9.
(e) An Indemnified Party shall not be entitled to recover from a Responsible
Party pursuant to this Article 8 more than once in respect of the same Losses suffered.
8.6 Mitigation.
Each Indemnified Party shall use its commercially reasonable efforts to mitigate any
indemnifiable Loss. In the event that an Indemnified Party fails to mitigate an indemnifiable
Loss, the Responsible Party shall have no liability for any portion of such Loss that would likely
have been avoided had the Indemnified Party made such efforts.
8.7 Exclusive Remedy.
Notwithstanding anything else contained in this Agreement to the contrary, except in the
case of actual fraud and equitable relief pursuant to Section 10.12, after the Closing
indemnification pursuant to, and subject to the conditions and limitations of, the provisions of
this Article 8 shall be the sole and exclusive remedy with respect to any and all claims by Parent
Indemnitees relating to this Agreement, the Company, the events giving rise to or subject matter
of this Agreement and the transactions contemplated hereby. Without limiting the generality or
effect of the foregoing, Parent, Newco and the Surviving Corporation hereby waive, from and
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after the Closing, any claim or cause of action, known and unknown, foreseen and unforeseen,
which it or any of its Affiliates may have against the other parties hereto or their directors,
officers or shareholders, including under the common law or federal or state securities laws,
trade regulation laws or other Laws (including any relating to tax, environmental or employee
matters), by reason of this Agreement, the events giving rise to or subject matter of this
Agreement and the transactions contemplated hereby, except for claims of actual fraud or claims
or causes of action brought under and subject to the terms, conditions and limitations of the
provisions contained in this Article 8.
8.8 Release of Escrow Funds.
(a) On the Business Day immediately succeeding the eighteen month
anniversary of the Closing Date, the Escrow Agent shall release (and Parent and the
Representatives shall instruct the Escrow Agent through joint written instructions to so
release) from the Escrow Account all remaining Escrow Funds to the Former
Shareholders as directed by the Representatives (or, to the extent directed by the
Representatives, to the Representatives on behalf of the Former Shareholders); provided,
that if, on such day, any bona fide claim for indemnification by any Parent Indemnitee
under this Article 8 is pending, then the amount that would otherwise be paid by the
Escrow Agent to the Former Shareholders (or, to the extent directed by the
Representatives, to the Representatives on behalf of the Former Shareholders) pursuant to
this sentence shall be reduced by the amount of each such bona fide claim. Parent and the
Representatives shall instruct the Escrow Agent not to release such amount equal to each
such claim amount from the Escrow Account. Upon resolution with respect to each such
claim, Parent and the Representatives shall promptly deliver joint written instructions to
the Escrow Agent instructing the Escrow Agent to, within two Business Days, reimburse
the Surviving Corporation for the amount of the related Loss, if any, specified in such
joint written instruction from the Escrow Account and release the remaining amounts
retained in connection with such claim to the Former Shareholders as directed by the
Representatives (or, to the extent directed by the Representatives, to the Representatives
on behalf of the Former Shareholders); provided, further, that the disbursement to the
Surviving Corporation of any sums to which a Parent Indemnitee may be entitled to
receive pursuant to the terms and conditions hereof may be subject to such additional
requirements as the Lenders may require pursuant to the documentation governing the
Financing.
(b) In the event that any funds are released by the Escrow Agent to the Former
Shareholders (or to the Representatives on behalf of the Former Shareholders) from the
Escrow Account pursuant to this Section 8.8, the Representatives shall direct the Escrow
Agent to pay any such funds (or, if the Representatives receive any such funds on behalf
of the Former Shareholders, the Representatives shall hold any such funds in trust for the
benefit of the applicable Former Shareholders and shall promptly disburse such funds,
without interest) to each Former Shareholder in an amount equal to such Former
Shareholder’s Common Stock Ownership Percentage of the aggregate amount of cash
released by the Escrow Agent pursuant to this Section 8.8.
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8.9 Special Procedures for Taxes.
(a) Notwithstanding anything to the contrary contained in this Agreement,
Parent shall have the sole right to control and make all decisions regarding interests in
any Tax audit or proceeding relating to Taxes, including selection of counsel and
selection of a forum for such contest, provided, however, that in the event such audit or
proceeding relates to Taxes for which the Former Shareholders are responsible and have
agreed to indemnify Parent, (i) Parent, the Company, and the Representatives (on behalf
of the Former Shareholders) shall cooperate in the conduct of any audit or proceeding
relating to such period, (ii) the Representatives (on behalf of the Former Shareholders)
shall have the right (but not the obligation) to control such audit or proceedings at the
Representatives’ expense (in their capacity as Representatives), and in such event Parent
shall have the right (but not the obligation) to participate in such audit or proceeding at
Parent’s expense, and (iii) the Representatives shall not enter into any agreement or
settlement with the relevant taxing authority pertaining to such Taxes that could affect the
Company, the Surviving Corporation or any of its Subsidiaries in a post-Closing Date
taxable period without the prior written consent of Parent, which consent shall not be
unreasonably withheld. In the event of any conflict between this Section 8.9(a) and any
other section hereof, the provisions of this Section 8.9(a) shall prevail.
(b) The parties will keep each other informed as to matters related to any
proceeding involving Taxes for which indemnification may be sought hereunder,
including any settlement negotiations.
ARTICLE 9
REPRESENTATIVES OF THE FORMER SHAREHOLDERS
9.1 Authorization of Representatives.
(a) Clement David Pappas and Clement Dimitri Pappas are hereby appointed,
authorized and empowered to act together, but not individually, as joint representatives
(the “Representatives”), for the benefit of the Former Shareholders, as the exclusive
agents and attorneys-in-fact to act on behalf of each Former Shareholder, in connection
with this Agreement and the transactions contemplated hereby, including pursuant to the
Escrow Agreement, which shall include the power and authority:
(i) to execute and deliver the Escrow Agreement (with such
modifications or changes therein as to which the Representatives, in their sole
discretion, shall have consented) and to agree to such amendments or
modifications thereto as the Representatives, in their sole discretion, determine to
be desirable;
(ii) to execute and deliver following the Closing such waivers, releases
and consents in connection with this Agreement and the Escrow Agreement and
the consummation of the transactions contemplated hereby and thereby as the
Representatives, in their sole discretion, may deem necessary or desirable;
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(iii) as Representatives, to enforce and protect the rights and interests
of the Former Shareholders and to enforce and protect the rights and interests of
the Representatives arising out of or under or in any manner relating to this
Agreement and the Escrow Agreement, and each other agreement, document,
instrument or certificate referred to herein or therein or the transactions provided
for herein or therein (including in connection with any and all claims for
indemnification brought under Article 8 hereof), and to take any and all actions
which the Representatives believe are necessary or appropriate under the Escrow
Agreement and/or this Agreement for and on behalf of the Former Shareholders,
including asserting or pursuing any claim, action, proceeding or investigation (a
“Claim”) against Parent, Newco and/or the Surviving Corporation, defending any
Third-Party Claims or Direct Claims by the Parent Indemnitees, consenting to,
compromising or settling any such Third-Party Claims or Direct Claims,
conducting negotiations with Parent, the Surviving Corporation and their
respective representatives regarding such Claims, and, in connection therewith, to
(A) assert any claim or institute any action, proceeding or investigation;
(B) investigate, defend, contest or litigate any claim, action, proceeding or
investigation initiated by Parent, the Surviving Corporation or any other Person,
or by any federal, state or local Governmental Authority against the
Representatives, any of the Former Shareholders and/or the Escrow Funds, and
receive process on behalf of any or all of the Former Shareholders in any such
claim, action, proceeding or investigation and compromise or settle on such terms
as the Representatives shall determine to be appropriate, and give receipts,
releases and discharges with respect to, any such claim, action, proceeding or
investigation; (C) file any proofs of debt, claims and petitions as the
Representatives may deem advisable or necessary; (D) settle or compromise any
claims asserted under the Escrow Agreement; and (E) file and prosecute appeals
from any decision, judgment or award rendered in any such action, proceeding or
investigation, it being understood that the Representatives shall not have any
obligation to take any such actions, and shall not have any liability for any failure
to take any such actions;
(iv) to refrain from enforcing any right of the Former Shareholders or
any of them and/or the Representatives arising out of or under or in any manner
relating to this Agreement, the Escrow Agreement or any other agreement,
instrument or document in connection with the foregoing; and
(v) to make, execute, acknowledge and deliver all such other
agreements, guarantees, orders, receipts, endorsements, notices, requests,
instructions, certificates, stock powers, letters and other writings, and, in general,
to do any and all things and to take any and all action that the Representatives, in
their sole and absolute discretion, may consider necessary or proper or convenient
in connection with or to carry out the transactions contemplated by this
Agreement, the Escrow Agreement and all other agreements, documents or
instruments referred to herein or therein or executed in connection herewith and
therewith.
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In the event that the Representatives are unable to reach agreement as to any matter arising in
their respective capacities as Representatives hereunder, the Representatives shall promptly
submit such dispute for the consideration of the Former Shareholders. The affirmative vote of the
Former Shareholders, whether at a meeting held in person or telephonically or by writing,
holding a greater percentage, in the aggregate, of Common Stock Ownership Percentage shall
decide any such dispute and shall be conclusive and binding upon the Representatives.
(b) The Representatives shall not be entitled to any fee, commission or other
compensation for the performance of their services hereunder, but shall be entitled to
payment from the Former Shareholders of all their expenses incurred as the
Representatives. In connection with the foregoing, at the Closing, the Company shall
transfer $500,000 (the “Expense Funds”) to account(s) designated by the Representatives,
to be used by the Representatives to pay expenses incurred by the Representatives in their
capacity as Representatives. Once the Representatives determine, in their sole discretion,
that such Representatives will not incur any additional expenses in their capacity as
Representatives, then the Representatives will distribute the remaining unused Expense
Funds pro rata to the Former Shareholders in accordance with their respective Common
Stock Ownership Percentages of the remaining unused Expense Funds (the “Excess
Expense Funds”). In connection with this Agreement, the Escrow Agreement and any
instrument, agreement or document relating hereto or thereto, and in exercising or failing
to exercise all or any of the powers conferred upon the Representatives hereunder, (i) the
Representatives shall incur no responsibility whatsoever to any Former Shareholder by
reason of any error in judgment or other act or omission performed or omitted hereunder
or in connection with the Escrow Agreement or any such other agreement, instrument or
document, excepting only responsibility for any act or failure to act which represents bad
faith or willful misconduct, and (ii) the Representatives shall be entitled to rely in good
faith on the advice of counsel, public accountants or other experts experienced in the
matter at issue, and any error in judgment or other act or omission of the Representatives
pursuant to such advice shall in no event subject the Representatives to liability to any
Former Shareholders. The powers conferred upon the Representatives hereunder may not
be exercised by either Clement David Pappas or Clement Dimitri Pappas individually but
instead may be exercised only by Clement David Pappas and Clement Dimitri Pappas
acting jointly. Notwithstanding the previous sentence, if either Clement David Pappas or
Clement Dimitri Pappas dies or otherwise becomes incapacitated and unable to serve as a
Representative, the other party shall become the sole Representative and individually
shall have full power and authority granted to the Representatives in this Agreement and
the Merger Documents. The death or incapacity of any Representative shall not terminate
the agency and powers of attorney granted hereby and under any Merger Document to the
Representatives. In the event that both Representatives hereunder have died or otherwise
become incapacitated and unable to serve as a Representative, a successor Representative
shall be designated by the Former Shareholders holding a majority of the Common Stock
Ownership Percentage.
(c) All of the indemnities, immunities and powers granted to the
Representatives under this Agreement shall survive the Closing Date and/or any
termination of this Agreement and/or the Escrow Agreement.
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(d) Parent and the Surviving Corporation shall have the right to rely upon all
actions taken or omitted to be taken by the Representatives pursuant to this Agreement
and the Escrow Agreement, all of which actions or omissions shall be legally binding
upon the Former Shareholders.
(e) The grant of authority provided for herein (i) is coupled with an interest
and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation
of any Former Shareholder and (ii) shall survive the consummation of the Merger.
10.1 Notices.
ARTICLE 10
MISCELLANEOUS
All notices or other communications required or permitted hereunder shall be in writing
and shall be delivered personally, by facsimile or sent by certified, registered or express air mail,
postage prepaid, and shall be deemed given when so delivered personally, or by facsimile upon
electronic confirmation of receipt, or if mailed by overnight courier service guaranteeing next
day delivery, one day after mailing, or if mailed in any other way, then upon receipt, as follows:
If to Parent or Newco:
Lassonde Industries, Inc.
755 Principale
Rougemont, Quebec J0L 1M0
Attention: Jean Gattuso
with a copy to (which shall not constitute notice):
Squire, Sanders & Dempsey (US) LLP
4900 Key Tower
127 Public Square
Cleveland, OH 44114
Attention: Laura D. Nemeth, Esq.
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If to the Company:
Clement Pappas and Company, Inc.
1 Collins Drive
Suite 200
Carneys Point, NJ 08069
Facsimile: (856) 455-8746
Attention: Clement Dimitri Pappas
with a copy to (which shall not constitute notice):
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
Facsimile: (215) 994-2222
Attention: Carmen J. Romano, Esq.
R. Jeffrey Legath, Esq.
If to the Representatives:
Clement David Pappas
c/o Clement Pappas and Company, Inc.
1 Collins Drive
Suite 200
Carneys Point, NJ 08069
Facsimile: (856) 455-8746
Attention: Clement David Pappas
Clement Dimitri Pappas
c/o Clement Pappas and Company, Inc.
1 Collins Drive
Suite 200
Carneys Point, NJ 08069
Facsimile: (856) 455-8746
Attention: Clement Dimitri Pappas
with a copy to (which shall not constitute notice):
Dechert LLP
Cira Centre, 2929 Arch Street
Philadelphia, PA 19104-2808
Facsimile: (215) 994-2222
Attention: Carmen J. Romano, Esq.
R. Jeffrey Legath, Esq.
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or to such other address as any party hereto shall notify the other parties hereto (as provided
above) from time to time.
10.2 Disclosure Letter.
On the date hereof, the Company shall deliver the Disclosure Letter, including all
Schedules to this Agreement, to Parent and Newco. For the purposes of this Agreement, any
matter that is disclosed in a particular Schedule to this Agreement shall be deemed to have been
included in the other Schedules, notwithstanding the omission of a cross reference thereto, so
long as the relevance of such matter to such other Schedules is reasonably apparent on the face
of such disclosure. The Schedules are qualified in their entirety by reference to the specific
provisions of this Agreement and do not constitute representations, warranties or covenants of
any party to this Agreement. Disclosure of any fact or item in any Schedule shall not necessarily
mean that such fact or item is material to the Company or its Subsidiaries individually or taken
as a whole. Certain facts and items disclosed in the Schedules are not believed to be material and
are not required to be disclosed pursuant to the terms of the representations and warranties in the
Agreement. Such facts and items are being disclosed for informational purposes only. No
disclosure on any Schedule relating to a possible breach or violation of any contract or law shall
be construed as an admission or indication that a breach or violation exists or has actually
occurred.
10.3 Time of the Essence; Computation of Time.
Time is of the essence for each and every provision of this Agreement. Whenever the last
day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon a
Saturday, Sunday, or any date on which banks in New York, New York and Montreal, Canada
are authorized to be closed, the party having such privilege or duty may exercise such privilege
or discharge such duty on the next succeeding day which is a regular Business Day.
10.4 Expenses.
Regardless of whether the transactions provided for in this Agreement are consummated,
except as otherwise provided herein, each party hereto shall pay its own expenses incident to this
Agreement and the transactions contemplated herein. Parent and Newco understand and
acknowledge that, except as otherwise provided in this Agreement, all out-of-pocket fees and
expenses incurred or to be incurred by the Company in connection with the transactions
contemplated hereby (including the Company Expenses) shall be paid by the Company and/or
the Surviving Corporation. Any transfer, documentary, sales, use, stamp, registration and other
such Taxes, and all conveyance fees, recording charges and other fees and charges (including
any penalties and interest) incurred in connection with consummation of the transactions
contemplated by this Agreement shall be paid, or caused to be paid, by Parent when due, and
Parent shall, at its own expense, file all necessary Tax Returns and other documentation with
respect to all such Taxes, fees and charges.
10.5 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with and governed by the laws of the
State of New York applicable to agreements made and to be performed wholly within that
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jurisdiction; provided, that the Merger shall be effected in accordance with the laws of the State
of New Jersey. In connection with any suit, action or other proceeding arising out of or relating
to this Agreement, the events giving rise to this Agreement or any transaction contemplated
hereby, including the proposed Financing or the Commitment Letter or any termination thereof
or failure to fund thereunder, the parties hereto hereby agree and consent to be subject to the
exclusive jurisdiction of the United States District Court for the Southern District of New York,
and in the absence of such Federal jurisdiction, the parties consent to be subject to the exclusive
jurisdiction of the state courts located in New York, New York, and hereby waive the right to
assert the lack of personal or subject matter jurisdiction or improper venue in connection with
any such suit, action or other proceeding. In furtherance of the foregoing, each of the parties (i)
waives the defense of inconvenient forum, (ii) agrees not to commence, and agrees not to permit
any Affiliate to commence, any suit, action or other proceeding arising out of or relating to this
Agreement, the proposed Financing, any Alternate Financing, the Commitment Letter, the events
giving rise to this Agreement, the proposed Financing, any Alternate Financing, the Commitment
Letter, or any other transaction contemplated hereby or thereby other than in any such court and
(iii) agrees that the Lenders are beneficiaries of any liability cap or limitation on damages or
remedies in this Agreement with respect to events or circumstances that occur prior to the
Closing, and (iv) agrees that a final judgment in any such suit, action or other proceeding shall be
conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner
provided by law. Each party hereto further agrees that service of any process, summons, notice
or document by U.S. registered mail to such party’s address set forth in Section 10.1 above shall
be effective service of process for any claim, action or proceeding with respect to any matters to
which it has submitted to jurisdiction in this Section 10.5 or otherwise.
10.6 Assignment; Successors and Assigns; No Third-Party Rights.
Except as otherwise provided herein, this Agreement may not, without the prior written
consent of the other parties hereto, be assigned by operation of law or otherwise, and any
attempted assignment shall be null and void; provided, that the Company, the Representatives
and the Former Shareholders acknowledge and agree that the rights and remedies of Parent and
Newco hereunder and under the other documents contemplated hereby, including the Escrow
Agreement, may be assigned at or following the Closing as collateral to the Lenders in
connection with the Financing; provided, further, that the foregoing shall not relieve Parent,
Newco or the Surviving Corporation of their obligations hereunder. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors, permitted assigns and legal representatives. Except as set forth in
Sections 5.7(c), 5.8, 8.2 and 9.1(a) hereof, and except as expressly set forth herein with respect to
the Lenders, the Commitment Letter and the proposed Financing, this Agreement shall be for the
sole benefit of the parties to this Agreement and their respective heirs, successors, permitted
assigns and legal representatives and is not intended, nor shall be construed, to give any Person,
other than the parties hereto and their respective heirs, successors, assigns and legal
representatives, any legal or equitable right, remedy or claim hereunder; provided that each of
the parties agrees that the Lenders are express third party beneficiaries of, and may enforce, the
provisions set forth in this Section 10.6 and Sections 7.3, 10.5, 10.12(c), 10.13 and 10.15;
provided, further, that each of the parties agrees that the members of the Pappas Group are
express third party beneficiaries of, and may enforce, the provisions set forth in this Section 10.6
and Section 5.13.
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10.7 Counterparts.
This Agreement may be executed in two or more counterparts for the convenience of the
parties hereto, each of which shall be deemed an original and all of which together will constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile or portable document format shall be effective as delivery of a manually
executed counterpart to this Agreement.
10.8 Titles and Headings.
The titles, captions and table of contents in this Agreement are for reference purposes
only, and shall not in any way define, limit, extend or describe the scope of this Agreement or
otherwise affect the meaning or interpretation of this Agreement.
10.9 Entire Agreement.
This Agreement, including the Exhibits attached hereto, the Disclosure Letter and the
Confidentiality Agreement constitute the entire agreement among the parties with respect to the
matters covered hereby and supersede all previous written, oral or implied understandings among
them with respect to such matters.
10.10 Severability.
The invalidity of any portion hereof shall not affect the validity, force or effect of the
remaining portions hereof.
10.11 No Strict Construction.
Each of the parties hereto acknowledges that this Agreement has been prepared jointly by
the parties hereto and shall not be strictly construed against either party. As a consequence, the
parties do not intend that the presumptions of any laws or rules relating to the interpretation of
contracts against the drafter of any particular clause should be applied to this Agreement and
therefore waive their effects.
10.12 Specific Performance.
(a) Each of the Company, on one hand, and Lassonde, Parent and Newco, on
the other hand, acknowledges that the rights of each party to consummate the transactions
contemplated hereby are unique and recognizes and affirms that in the event of a breach
of this Agreement by any party, money damages would be inadequate and the nonbreaching
party would have no adequate remedy at law. Accordingly, the parties agree,
subject to Sections 7.3 and 10.12(b), that such non-breaching party shall have the right to
specific performance, injunctive and/or other equitable relief (without the necessity of
proving the inadequacy as a remedy of money damages or the posting of bond or other
security), in addition to any other rights and remedies existing in their favor at law or in
equity, to enforce their rights and the other parties’ obligations hereunder. Parent, Newco
and Lassonde agree that they will not oppose the granting of an injunction, specific
performance and other equitable relief on the basis that the Company has an adequate
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emedy at law or an award of specific performance is not an appropriate remedy for any
reason at law or equity.
(b) Notwithstanding the foregoing, it is explicitly agreed that the Company
shall be entitled to specific performance of Parent’s and Newco’s obligations to fund the
transactions contemplated by this Agreement and to consummate the transactions
contemplated by this Agreement (and of Lassonde’s guarantee of such obligations
pursuant to Section 10.18) only in the event that (i) all of the conditions set forth in
Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions that by
their terms are to be satisfied at the Closing), (ii) the proceeds of the Financing or the
Alternate Financing are available to Lassonde, Parent or Newco or would be available if
Lassonde, Parent and Newco had complied with all of their obligations hereunder and
made the “Equity Contribution” (as defined in the Commitment Letter) and the
Additional Equity Contribution and (iii) notwithstanding the occurrence of the events
specified in clauses (i) and (ii) of this Section 10.12(b), the Company has not elected
pursuant to Section 7.3(i)(B) to receive (and has not in fact so received), the Reverse
Termination Fee and Enforcement Costs (if any).
(c) Notwithstanding anything to the contrary in this Agreement, each of
Parent, the Company and the Former Shareholders acknowledge and agree that they have
no right of recovery against, and no personal liability shall attach to, in each case with
respect to damages of Parent, the Company, the Former Shareholders and their respective
affiliates, officers, directors, employees and/or agents, and none of the foregoing shall be
entitled under this Agreement to bring or maintain any action, cause of action, claim,
cross-claim or third-party claim of any kind or description, whether in law or in equity,
whether in contract or in tort or otherwise, against, any Lender or source of Alternate
Financing whether by or through a claim by or on behalf of Parent against any Lender or
source of Alternate Financing, by the enforcement of any assessment or by any legal or
equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise,
in each case with respect to this Agreement or the failure of the Financing or the
Alternate Financing to occur. Recourse against the parties hereto to the extent permitted
or set forth in this Agreement shall be the sole and exclusive remedy of the Company and
its Affiliates against the Lenders or sources of Alternate Financing in respect of any
liabilities arising under, or in connection with, this Agreement or the failure of the
Financing or the Alternate Financing to occur. For the avoidance of doubt, the foregoing
shall in no way limit the ability of the parties to the Commitment Letter or the Definitive
Debt Documents (as defined in the Commitment Letter) to enforce the rights and
obligations set forth therein.
10.13 WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE PROPOSED FINANCING,
THE COMMITMENT LETTER OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO OR
THERETO WHETHER OR NOT ANY LENDER IS A PARTY THERETO.
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10.14 Failure or Indulgence not Waiver.
No failure or delay on the part of any party hereto in the exercise of any right hereunder
shall impair such right or be construed to be waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or partial exercise of any such
right preclude any other or further exercise thereof or any other right. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.
10.15 Amendments and Waivers.
This Agreement may be amended, modified, waived and supplemented by a written
instrument authorized and executed (a) on behalf of Parent and the Company at any time prior to
the Effective Time with respect to any of the terms contained herein and (b) on behalf of Parent
and the Representatives at any time after the Effective Time with respect to any of the terms
contained herein; provided that no amendment, modification, waiver or supplementation of this
Agreement that has the substantive effect of amending, modifying or waiving this proviso or
Section 10.5 (as it relates to the Lenders), the penultimate proviso of Section 10.6, Section
10.12(c) or Section 10.13 (as it relates to the Lenders) that is, individually or in the aggregate,
materially adverse to any Lender shall be effective unless Jefferies Finance LLC and Bank of
Montreal have consented thereto in writing.
10.16 Legal Representation.
(a) Parent hereby waives and will not assert, and agrees to cause the
Surviving Corporation and each of its Subsidiaries to waive and to not assert, any conflict
of interest arising out of or relating to the representation, after the Closing (the “Post-
Closing Representation”), of the Company, any Former Shareholder or any other officer,
employee or director of the Company or any of its Subsidiaries (any such Person, a
“Designated Person”) in any matter involving this Agreement or any other Merger
Document or transactions contemplated hereby or thereby (including any litigation,
arbitration, mediation or other proceeding), by any legal counsel currently representing
the Company or any of its Subsidiaries in connection with this Agreement or any other
Merger Document or transactions contemplated hereby or thereby, including Dechert
LLP (the “Current Representation”).
(b) Parent hereby waives and will not assert, and agrees to cause the
Surviving Corporation and each of its Subsidiaries to waive and to not assert, any
attorney-client privilege with respect to any communication between any legal counsel
and any Designated Person occurring during the Current Representation in connection
with any Post-Closing Representation, including in connection with a dispute with
Parent, and following the Closing, with the Surviving Corporation or any of its
Subsidiaries, it being the intention of the parties hereto that all such rights to such
attorney-client privilege and to control such attorney-client privilege shall be retained by
such Designated Person; provided, that the foregoing waiver and acknowledgement of
retention shall not extend to any communication not involving the Merger Documents or
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any other agreements or transactions contemplated hereby and thereby, or to
communications with any Person other than the Designated Persons and their advisors.
10.17 Certain Understandings.
Each of the parties is a sophisticated legal entity or person that was advised by
experienced counsel and, to the extent it deemed necessary, other advisors in connection with
this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied
or will rely in respect of this Agreement or the transactions contemplated hereby upon any
document or written or oral information previously furnished to or discovered by it or its
representatives, other than as set forth in this Agreement (including the Schedules to the
Disclosure Letter), (ii) there are no representations or warranties by or on behalf of any party
hereto or any of its respective Affiliates or representatives other than those expressly set forth in
this Agreement, and (iii) the parties’ respective rights and obligations with respect to this
Agreement and the events giving rise thereto will be solely as set forth in this Agreement.
10.18 Lassonde Industries, Inc. Guaranty.
(a) Lassonde hereby unconditionally, absolutely and irrevocably guarantees
to, and for the benefit of the Former Shareholders and the Company, (i) the full and
timely performance by Parent and Newco of their obligation to comply with any of their
payment obligations pursuant to Section 2.7(c) of this Agreement and (ii) until the
Closing has occurred and subject to the limitations set forth in Sections 7.3 and 10.12
hereof, the full and timely performance by Parent and Newco of their obligations under
this Agreement (together, the “Guaranteed Obligations”). Subject to the limitations set
forth in Sections 7.3 and 10.12 hereof, Lassonde agrees to make any such payments and
cause such performance in accordance with this Agreement as if the Guaranteed
Obligations were the direct contractual obligation of Lassonde, and Lassonde hereby
unconditionally waives (i) any defense (A) that may arise by reason of the lack of
capacity, power or authority of Parent or Newco and (B) that may arise by reason of any
failure or lack of demand, presentment, protest or notice of any kind, (ii) any right to
require the Company to proceed against Parent or Newco or pursue any other remedy or
(iii) any defense based on election of remedies by the Company. For the avoidance of
doubt, this Section 10.18 is a guarantee of payment and performance and not of
collection. The Company shall not be required to seek to enforce or resort to any
remedies against Parent or Newco on account of the Guaranteed Obligations. The
obligations of Lassonde under this Section 10.18 shall be automatically reinstated if and
to the extent that for any reason any payment by or on behalf of Parent or any other
Person in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise. Lassonde agrees that until the
indefeasible payment and performance and satisfaction in full of the Guaranteed
Obligations, it shall not exercise any right or remedy arising by reason of any
performance by it of its guaranty contained herein, whether by subrogation or otherwise,
against Parent or Newco with respect to such Guaranteed Obligations. Lassonde’s
obligations under this Section 10.18 constitute a continuing guaranty and shall continue
in full force and effect until such time as the Guaranteed Obligations have been fully
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performed. By way of clarification and not limitation, it is understood and agreed that
this Section 10.18 shall not be construed to obligate Lassonde to be a guarantor or other
obligor under the Financing, any Alternate Financing or any of the instruments and
documents that evidence, secure or otherwise govern the Financing or any Alternate
Financing, it being the intention hereby that Lassonde’s sole obligations and liability to
any Lender in connection with the Financing or any Alternate Financing shall be as
expressly set forth in the Commitment Letter and the fee letter related thereto described
in Section 5.5 hereof.
(b) Lassonde is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and has all requisite power and
authority to own, lease and operate its property and assets and to carry on its business as
presently conducted. Lassonde has the power and authority to execute and deliver this
Agreement and each other agreement or instrument to be executed in connection herewith
and to perform its obligations hereunder and thereunder, all of which have been duly
authorized by all requisite action (including any required shareholder or member
approvals). This Agreement and each other agreement or instrument to be executed in
connection herewith has been duly authorized, executed and delivered by Lassonde and
constitutes a valid and binding agreement of Lassonde, enforceable against Lassonde in
accordance with its terms. The execution, delivery and performance by Lassonde of this
Agreement and any other Merger Document, the consummation of the Merger and the
other transactions contemplated hereby do not and will not (i) contravene any provision
contained in Lassonde’s certificate of incorporation or by-laws (or comparable
organizational documents), (ii) conflict with, violate or result in a material breach (with
or without the lapse of time, the giving of notice or both) of or constitute a material
default (with or without the lapse of time, the giving of notice or both) under, or require
the consent or approval of any third party under (A) any contract, agreement,
commitment, indenture, mortgage, lease, pledge, note, bond, license, permit or other
instrument or obligation, or (B) any judgment, order, decree, statute, law, rule or
regulation or other restriction of any Governmental Authority, in each case to which
Lassonde is a party or by which it is bound or to which any of its assets or properties are
subject, or (iii) result in the acceleration of, or permit any Person to terminate, modify,
cancel, accelerate or declare due and payable prior to its stated maturity any material
obligation of Lassonde.
* * * * * * *
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Exhibit A
Form of Escrow Agreement
16439551.17.BUSINESS A-1

16345690.14.BUSINESS
EXHIBIT A
ESCROW AGREEMENT
FINAL EXHIBIT FORM
THIS ESCROW AGREEMENT is made and entered into as of [_____________],
2011 (this “Escrow Agreement”) by and among Pomona Holdings, Inc., a Delaware corporation
(“Parent”), Clement Pappas and Company, Inc., a New Jersey corporation (the “Company”),
Clement David Pappas and Clement Dimitri Pappas, as the Representatives and together with the
Parent and Company each a “Party” and together, the “Parties”), and JPMorgan Chase Bank,
N.A., as escrow agent (the “Escrow Agent”).
Background
A. Pursuant to the Agreement and Plan of Merger, dated as of June [__],
2011 (the “Merger Agreement”), by and among the Company, Parent, Pomona Merger Corp., a
New Jersey corporation and wholly-owned subsidiary of Parent (“Newco”), and, solely for the
purposes of Sections 2.7, 5.10, 8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 of the Merger Agreement,
Clement David Pappas and Clement Dimitri Pappas, as the Representatives, and, solely for the
purposes of Article 10 of the Merger Agreement, Lassonde Industries, Inc., a Canadian
corporation, Newco is being merged with and into the Company, with the Company continuing
as the surviving corporation (the “Surviving Corporation”).
B. This Escrow Agreement is entered into pursuant to, and as a condition of,
the closing (the “Closing”) of the transactions contemplated by the Merger Agreement. Pursuant
to the Merger Agreement, the parties hereto are entering into this Escrow Agreement in order to
provide for the deposit of funds with the Escrow Agent that will be held and disbursed as herein
provided.
C. Defined terms used herein, unless otherwise defined herein, shall have the
meanings ascribed to them in the Merger Agreement.
Agreement
THEREFORE, in consideration of the respective agreements and covenants
contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1.1 Escrow Funds.
ARTICLE I
ESCROW PROCEDURES
(a) Parent hereby deposits with the Escrow Agent, and the Escrow Agent
hereby acknowledges receipt of, the sum of $30,000,000 in cash (the “Escrow Amount”), which
Escrow Amount Parent has delivered pursuant to the Merger Agreement. The Escrow Amount
has been delivered by wire transfer of immediately available funds to an account designated by
the Escrow Agent in writing to Parent.

(b) The Escrow Amount shall be held by the Escrow Agent in a separate and
segregated account (the “Escrow Account”) in trust for the benefit of Parent and the Former
Shareholders as provided in this Escrow Agreement.
(c) The Escrow Amount deposited with the Escrow Agent as provided by
Section 1.1(a) and the income earned on such funds together shall constitute the “Escrow
Funds.” The Escrow Funds shall be held, invested and administered in accordance with the
terms and provisions of this Escrow Agreement.
1.2 Appointment of Escrow Agent. The Representatives, on behalf of the Former
Shareholders, the Company and Parent hereby appoint the Escrow Agent as Escrow Agent in
accordance with the terms and conditions of this Escrow Agreement, and the Escrow Agent, by
signing this Escrow Agreement, accepts the appointment as Escrow Agent and agrees to hold,
safeguard and distribute all Escrow Funds in accordance with the terms and conditions of this
Escrow Agreement.
1.3 Investments; Distributions; Tax Reporting.
(a) Pending disbursement and release of the Escrow Funds, the Escrow Agent
shall invest the Escrow Funds in such Permitted Investments (as hereinafter defined) as the
Representatives, from time to time, shall instruct in writing herein or separately in writing from
time to time. For purposes of this Escrow Agreement, “Permitted Investments” shall mean
interest-bearing accounts, a JPMorgan money market account (MMDA), United States
government securities, certificates of deposit or such other instruments or securities as may be
mutually agreed upon by Parent and the Representatives and as shall be acceptable to the Escrow
Agent. In the event that the Escrow Agent shall not have received a separate written direction for
investment for any moneys in the Escrow Funds, the Escrow Agent shall invest the Escrow
Funds in an MMDA account identified on Schedule 4 hereto. Except as otherwise provided in
this Section 1.3, the Escrow Agent shall have no duty, responsibility or obligation to invest any
funds or cash held in the Escrow Funds other than in accordance with this Section 1.3. The
Escrow Agent shall have no liability or responsibility for any investment losses with respect to
Permitted Investments, including, without limitation, any market loss on any Permitted
Investment liquidated (whether at or prior to maturity) in order to make a payment required
under this Escrow Agreement. MMDA have rates of compensation that may vary from time to
time based upon market conditions. Instructions to make any other investment (“Alternative
Investment”) must be in writing and shall specify the type and identity of the investments to be
purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of
investments through the facilities of its own trading or capital markets operations or those of any
affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect
to any Alternative Investment directed hereunder including without limitation charging any
applicable agency fee in connection with each transaction. The Parties recognize and agree that
the Escrow Agent will not provide supervision, recommendations or advice relating to either the
investment of moneys held in the Escrow Funds or the purchase, sale, retention or other
disposition of any investment described herein.
In the event that a JPMorgan Money Market Mutual Fund (collectively,
“MMMF”) is selected in writing by the Parties and acceptable to the Escrow Agent, such
16345690.14.BUSINESS 2

selection will be based upon the Representatives’ independent review of prospectuses previously
delivered to the Parties. The Parties acknowledge that an affiliate of Escrow Agent, JPMorgan
Asset Management, serves as investment manager for the selected MMMF and receives fees
from the invested funds for services rendered by Escrow Agent as further provided within this
Escrow Agreement.
Market values, exchange rates and other valuation information (including without
limitation, market value, current value or notional value) of any Alternative Investment furnished
in any report or statement may be obtained from third party sources and is furnished for the
exclusive use of the Parties. Escrow Agent has no responsibility whatsoever to determine the
market or other value of any Alternative Investment and makes no representation or warranty,
express or implied, as to the accuracy of any such valuations or that any values necessarily
reflect the proceeds that may be received on the sale of an Alternative Investment.
(b) As and when any amount is needed for a payment pursuant to this Escrow
Agreement, the Escrow Agent shall cause a sufficient amount of the Escrow Funds, to the extent
remaining, to be converted into cash.
(c) For purposes of federal and other taxes based on income, each of the
Former Shareholders is intended to be, and shall be treated as, the owner of the Escrow Funds in
an amount equal to such Former Shareholder's Common Stock Ownership Percentage as outlined
on Schedule 3 hereto multiplied by the amount of the Escrow Funds. Any and all interest or other
income accrued with respect to the Escrow Account shall be for the account of the Former
Shareholders and shall be distributed from the Escrow Account to each of the Former
Shareholders on a quarterly basis in an amount equal to such Former Shareholder's Common
Stock Ownership Percentage as outlined on Schedule 3 hereto multiplied by the total amount of
accrued and posted interest and other income. All interest or other income earned under this
Escrow Agreement shall be reported by the Escrow Agent to such Former Shareholders and, as
and to the extent required by law, by the Escrow Agent to the Internal Revenue Service (“IRS”),
or any other taxing authority, on IRS Forms 1099 or 1042-S (or other appropriate form) as
income earned from the Escrow Account by the Former Shareholders whether or not said income
has been distributed during such year. The Former Shareholders and Parent shall file Tax
Returns consistent with such treatment, it being understood that the Escrow Agent shall not be
responsible for any Tax reporting responsibilities of Parent or the Former Shareholders.
Notwithstanding the foregoing, the Escrow Agent shall, for each calendar year (or portion
thereof) that the escrow is in existence, report the income of the escrow to each of the Former
Shareholders in accordance with their respective ownership percentages on IRS Forms 1099-
INT, if applicable, or such other applicable IRS Forms for reporting payments to U.S. persons.
The sole Tax reporting obligation of the Escrow Agent shall be to file appropriate versions of
IRS Forms 1099-INT or other applicable forms with the IRS with respect to income earned on
funds held in the Escrow Account and provide copies thereof to the Former Shareholders. The
parties further agree that any distributions made pursuant to Section 1.4 or Section 1.5 shall be
from the Escrow Amount and net of distributions and payments made pursuant to this Section
1.3(c).
16345690.14.BUSINESS 3

(d) The Parties have provided the Escrow Agent with their respective fully
executed IRS Forms W-8, or W-9 and/or other required documentation. In addition, the
Representatives have provided the Escrow Agent with IRS Forms W-9 or W-8 for all of the
Former Shareholders. Escrow Agent shall withhold any taxes required by law in the absence of
proper tax documentation, shall issue IRS Forms 1099 or 1042-S disclosing the amount of any
taxes so withheld to the appropriate Former Shareholders, and shall remit such taxes to the
appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (i)
there is no sale or transfer of an United States real property interest (as defined under Section
897(c)) in the underlying transaction giving rise to this Escrow Agreement that is subject to
withholding under Code Section 1445; and (ii) such underlying transaction does not constitute an
installment sale requiring any tax reporting or withholding of imputed interest or original issue
discount to the IRS or other taxing authority.
1.4 Distribution Out of Escrow Account to Surviving Corporation.
(a) Parent Release Demand.
(i) If, prior to the Escrow Release Date (as hereinafter defined), from
time to time there is any amount due to the Surviving Corporation under Section 2.7 of the
Merger Agreement or any of the Parent Indemnitees under Article 8 of the Merger Agreement,
Parent may deliver to the Escrow Agent and the Representatives a written notice in the form of
Exhibit A attached hereto executed by an officer of Parent (a “Parent Release Demand”) as
indicated on Schedule 1 hereto, which sets forth (A) a statement that the Surviving Corporation
is either (1) due amounts under Section 2.7 of the Merger Agreement or (2) entitled to
indemnification for Losses (as defined in the Merger Agreement) pursuant to Article 8 of the
Merger Agreement, (B) a complete description of the facts giving rise to the claim in regards to
which payment is sought, including the provisions of the Merger Agreement upon which such
claim is based, (C) a specification of the amount due to the Surviving Corporation (the “Release
Demand Amount”), (D) a statement that Parent has simultaneously given a copy of such Parent
Release Demand to the Representatives in accordance with the notice provisions of Section 3.1
and (E) a request that the Escrow Agent disburse the Release Demand Amount by wire transfer
in immediately available funds in accordance with the instructions set forth therein. If the
Escrow Agent has not received a written notice from the Representatives (an “Objection
Notice”) objecting to the release of the Release Demand Amount on or before 5:00 P.M., New
York time on the twentieth (20 th ) day after (but not including) the date on which such Parent
Release Demand is deemed given to the Escrow Agent and the Representatives under Section 3.1
below, then the Escrow Agent shall promptly (and in no event later than two (2) Business Days)
thereafter release and disburse the Release Demand Amount from the Escrow Account to the
Surviving Corporation in accordance with the Parent Release Demand. The Escrow Agent shall
assume that the Parent Release Demand was delivered to the Representative on the same
Business Day that it has received the Parent Release Demand for purposes of any Objection
Notice deadline.
(ii) If an Objection Notice is delivered to the Escrow Agent prior to the
end of the applicable twenty (20)-day period, then the Escrow Agent shall not release and
disburse the Release Demand Amount to Parent. The Representatives shall deliver a copy of
16345690.14.BUSINESS 4

such Objection Notice simultaneously to Parent in accordance with the notice provisions of
Section 3.1.
(iii) In the event that the Representatives deliver an Objection Notice,
the Escrow Agent shall within two (2) Business Days after receipt thereof disburse and release to
Parent from the Escrow Account the portion of the Release Demand Amount not objected to, if
any, and shall continue to hold the remaining portion of the Release Demand Amount unless the
Escrow Agent receives (x) a written notice executed by the Representatives and Parent (a “Joint
Direction”) directing the Escrow Agent to release and deliver the Release Demand Amount or
portion thereof as specified in such Joint Direction or (y) a certificate substantially in the form of
Exhibit B attached hereto (a “Judgment Certificate”) executed by Parent or the Representatives
accompanied by (1) a non-appealable, final judgment of a court of competent jurisdiction or (2)
with respect to amounts due under Section 2.7 of the Merger Agreement, the final determination
of the Accounting Firm delivered in accordance with Section 2.7 of the Merger Agreement.
(iv) If a Joint Direction or Judgment Certificate is delivered to the
Escrow Agent in accordance with this Escrow Agreement, then the Escrow Agent shall release
and disburse the remaining portion of the Release Demand Amount in accordance with such
Joint Direction or Judgment Certificate no later than two (2) Business Days after delivery of such
Joint Direction or Judgment Certificate to the Escrow Agent.
(v) The Parties hereby acknowledge that any Release Demand Amount
to be disbursed to the Surviving Corporation pursuant to this Section 1.4 may be subject to such
additional requirements as the Lenders may require pursuant to the documentation governing the
Financing (it being understood that no such requirements shall apply to any amounts payable to
the Representatives or Former Shareholders hereunder).
1.5 Escrow Period; Distribution Out of Escrow Account to the Former Shareholders.
(a) The Escrow Account shall be in existence immediately following the
Closing on the date hereof and shall continue until 12:01 a.m., Eastern time, on the eighteen
month anniversary of the date hereof (such date, the “Escrow Release Date,” and the period from
Closing until the Escrow Release Date, the “Escrow Period”).
(b) On the Business Day immediately succeeding the Escrow Release Date,
the Escrow Agent shall release and disburse to the Former Shareholders (or, if directed in writing
by the Representatives at least two (2) Business Days prior to the Escrow Release Date, to the
Representatives on behalf of the Former Shareholders) all of the remaining Escrow Funds less
any Release Demand Amounts subject to any pending Parent Release Demand.
(c) Retained Amounts.
(i) In the event that on the Escrow Release Date there is a pending
Parent Release Demand (an “Outstanding Release Demand”) for a Release Demand Amount (the
aggregate of such Release Demand Amounts, the “Retained Amounts”), the Escrow Agent shall
continue to hold the Retained Amounts unless the Escrow Agent receives a Joint Direction or
Judgment Certificate directing the Escrow Agent to release and deliver the Retained Amounts or
a portion thereof as specified in such Joint Direction or Judgment Certificate. Upon resolution
16345690.14.BUSINESS 5

with respect to each claim underlying the Outstanding Release Demands, Parent and the
Representatives shall promptly deliver a Joint Direction to the Escrow Agent instructing the
Escrow Agent to reimburse the applicable Parent Indemnitee for the amount of the related Loss,
if any, specified in such Joint Direction from the Escrow Account and release the remaining
amounts retained in connection with such Outstanding Release Demand to the Former
Shareholders (or, if directed in writing by the Representatives, to the Representatives on behalf
of the Former Shareholders). If the resolution with respect to a claim underlying the Outstanding
Release Demands is made by judgment referred to in a Judgment Certificate, either party may
deliver such Judgment Certificate to the Escrow Agent whereupon the Escrow Agent shall act in
accordance with the provisions of Section 1.5(c)(ii).
(ii) If a Joint Direction or Judgment Certificate is delivered in
accordance with this Escrow Agreement after the Escrow Release Date, the Escrow Agent shall
release and disburse the Retained Amounts or a portion thereof in accordance with such Joint
Direction or Judgment Certificate no later than two (2) Business Days after receipt of such Joint
Direction or Judgment Certificate by the Escrow Agent.
(iii) If there is an Outstanding Release Demand then, at the end of each
calendar quarter, Parent shall provide the Escrow Agent and the Representatives with a written
update in which Parent shall set forth (x) whether the claims underlying any Outstanding Release
Demand have been resolved and (y) a description providing in reasonable detail the status of the
claims underlying each Outstanding Release Demand as of such date.
1.6 Joint Direction. Notwithstanding any other provision of this Escrow Agreement,
the Escrow Agent shall deliver all or any part of the Escrow Funds in accordance with the terms
of any Joint Direction except to the extent an order of a court of competent jurisdiction by which
the Escrow Agent is bound prohibits the Escrow Agent from complying with the terms hereof.
ARTICLE II
THE ESCROW AGENT
2.1 Rights and Responsibilities of the Escrow Agent.
(a) The duties and responsibilities of the Escrow Agent shall be limited to
those expressly set forth in this Escrow Agreement, which shall be deemed purely ministerial in
nature, and it shall not be subject to, nor obligated to recognize, any other agreement between, or
direction or instruction of, any or all of the parties to this Escrow Agreement.
(b) If (i) any Escrow Funds are at any time attached, garnished or levied upon
under any court order, (ii) the payment of any such Escrow Funds shall be stayed or enjoined by
any court order, or (iii) any order, judgment or decree shall be made or entered by any court
affecting such Escrow Funds or any part thereof, then and in any of such events, the Escrow
Agent is authorized, in its sole discretion, to rely upon and comply with any such order,
judgment or decree that it is advised by legal counsel is binding upon the Escrow Agent whether
with or without jurisdiction. The Escrow Agent shall notify Parent and the Representatives of
any such order, judgment or decree that it becomes aware of. If the Escrow Agent complies with
16345690.14.BUSINESS 6

any such order, writ, judgment or decree, it shall not be liable to any of the parties to this Escrow
Agreement by reason of such compliance even though such order, writ, judgment or decree may
be subsequently reversed, modified, annulled, set aside or vacated.
(c) The Escrow Agent shall not be liable for any act taken or omitted under
this Escrow Agreement if taken or omitted by it in good faith except to the extent that a final
adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross
negligence or willful misconduct was the primary cause of any loss to any Party. The Escrow
Agent’s sole responsibility shall be for the safekeeping, investment and disbursement of the
Escrow Funds in accordance with the terms of this Escrow Agreement. The Escrow Agent shall
have no implied duties or obligations and shall not be charged with knowledge or notice of any
fact or circumstance not specifically set forth herein. The Escrow Agent shall also be fully
protected in relying upon any written notice, demand, certificate or document that it in good faith
believes to be genuine and shall have no responsibility for the genuineness or content of any
report specified therein as being what such notice, demand, certificate or document purports it to
be. The Escrow Agent shall not be obligated to take any legal action or commence any
proceeding in connection with the Escrow Funds, any account in which Escrow Funds are
deposited, this Escrow Agreement or the Merger Agreement, or to appear in, prosecute or defend
any such legal action or proceeding. The Escrow Agent may act pursuant to the advice of
counsel with respect to any matter relating to this Escrow Agreement and shall not be liable for
any action taken or omitted by it in good faith in accordance with such advice. The Escrow
Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting
upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or
distribution of the Escrow Account, or any portion thereof, unless such instruction shall have
been delivered to the Escrow Agent in accordance with Section 3.2 below and the Escrow Agent
has been able to satisfy any applicable security procedures as may be required thereunder. The
Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or
content of any such document, notice, instruction or request. The Escrow Agent shall have no
duty to solicit any payments which may be due it or the Escrow Account, including, without
limitation, the Escrow Funds, nor shall the Escrow Agent have any duty or obligation to confirm
or verify the accuracy or correctness of any amounts deposited with it hereunder. The Escrow
Agent may execute any of its powers and perform any of its duties hereunder directly or through
affiliates or agents. In the event that the Escrow Agent shall be uncertain or believe there is some
ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands
from any Party hereto which, in its reasonable opinion, conflict with any of the provisions of this
Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation
shall be to keep safely all property held in escrow until it shall be given a direction in writing by
the Parties which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or
by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties
agree to pursue any redress or recourse in connection with any dispute under the Merger
Agreement without making the Escrow Agent a party to the same. Anything in this Escrow
Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for
special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.
16345690.14.BUSINESS 7

(d)
(i) The Escrow Agent, and any successor Escrow Agent, may resign
at any time as Escrow Agent hereunder by giving at least thirty (30) days written notice to the
Representatives and Parent. Any amounts held by the Escrow Agent under the terms of this
Escrow Agreement as of the effective date of the resignation shall be delivered to a successor
escrow agent. Upon such resignation and the appointment of a successor Escrow Agent, the
resigning Escrow Agent shall be absolved from any and all liability in connection with the
exercise of its powers and duties as Escrow Agent hereunder except for liability arising in
connection with its bad faith, gross negligence or willful misconduct. Upon their receipt of notice
of resignation from the Escrow Agent, the Representatives and Parent shall use reasonable
efforts to designate a successor Escrow Agent. In the event the Representatives and Parent do not
agree upon a successor Escrow Agent within thirty (30) days after the receipt of such notice, the
Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment
of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall
be binding upon all parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day
notice period expires shall be to hold the Escrow Funds (without any obligation to reinvest the
same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance
with the directions of a final order or judgment of a court of competent jurisdiction, at which
time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. By mutual
written agreement, the Representatives and Parent shall have the right to terminate the
appointment of the Escrow Agent, or successor Escrow Agent, as Escrow Agent.
(ii) Any entity into which the Escrow Agent may be merged or
converted or with which it may be consolidated, or any entity to which all or substantially all the
escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement
without further act.
2.2 Statements; Notice of Disbursements. The Escrow Agent shall on a monthly basis
mail to the Representatives and Parent a written account statement of all transactions relating to
the Escrow Account and the balance thereof.
2.3 Compensation and Expenses.
(a) The Parties agree jointly and severally (i) to pay the Escrow Agent upon
execution of this Escrow Agreement and from time to time thereafter reasonable compensation
for the services to be rendered hereunder, along with any fees or charges for accounts, including
those levied by any governmental authority which the Escrow Agent may impose, charge or
pass-through, which unless otherwise agreed in writing shall be limited to only those described
in Schedule 2 attached hereto, and (ii) to pay or reimburse the Escrow Agent upon request for all
expenses, disbursements and advances, including, without limitation reasonable attorney's fees
and expenses, incurred or made by it in connection with the performance, modification and
termination of this Escrow Agreement. The obligations set forth in this Section 2.3 shall survive
the resignation, replacement or removal of the Escrow Agent or the termination of this Escrow
Agreement
16345690.14.BUSINESS 8

(b) The Parties agree among themselves that the Escrow Agent Fees and
Expenses shall be divided equally between the Parent, individually, and the Representative on
behalf of the Former Shareholders, collectively.
2.4 Indemnification. The Parties hereto hereby agree, jointly and severally, to
indemnify the Escrow Agent and its affiliates and their respective successors, assigns, agents and
employees (the “Indemnitees”) and hold it harmless from any and against all liabilities, losses,
action, suits or proceedings at law or in equity and any other expenses, fees, or charges of any
character or nature, including, without limitation, reasonable attorneys’ fees, that the Escrow
Agent may incur by reason of its acting as the Escrow Agent under this Escrow Agreement or
arising out of the existence of the Escrow Account or arising out of or in connection with (i) the
Escrow Agent's execution and performance of this Escrow Agreement, tax reporting or
withholding, the enforcement of any rights or remedies under or in connection with this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except in
the case of any Indemnitee to the extent that such Losses are finally adjudicated by a court of
competent jurisdiction to have been primarily caused by the bad faith, gross negligence or willful
misconduct of such Indemnitee, or (ii) its following any instructions or other directions, whether
joint or singular, from the Parties, except to the extent that its following any such instruction or
direction is expressly forbidden by the terms hereof. The indemnity obligations set forth in this
Section 2.4 shall survive the resignation, replacement or removal of the Escrow Agent or the
termination of this Escrow Agreement. In so agreeing to indemnify and hold harmless and
reimburse the Escrow Agent, the Parties hereto intend thereby to cover all losses, claims,
damages, liabilities and reasonable expenses, including costs of investigation, counsel fees, and
disbursements, that may be imposed upon the Escrow Agent or incurred in connection with its
acceptance of appointment as the Escrow Agent hereunder or the performance of its duties
hereunder. Parent, the Company and the Representatives agree that any payments made to the
Escrow Agent under this Section 2.4, whether made by Parent and the Company, on the one
hand, or the Representatives, on the other hand, or both, are to be borne in equal amounts by
Parent, on the one hand, or the Representatives, on the other hand, and hereby grant to each other
a right of contribution to effect the same. The terms of this Section 2.4 shall survive termination
of this Escrow Agreement.
ARTICLE III
MISCELLANEOUS
3.1 Notices. All notices or other communications required or permitted hereunder
shall be in writing and except for communications from the Parties setting forth, claiming,
containing, objecting to, or in any way related to the transfer or distribution of funds, including
but not limited to funds transfer instructions (all of which shall be specifically governed by
Section 3.2 below), shall be deemed to be duly given after it has been received and the receiving
party has had a reasonable time to act upon such communication if it is sent or served (i) by
personal delivery; (ii) by facsimile; (iii) by overnight courier; or (iv) by prepaid registered mail,
return receipt requested, to the appropriate notice address set forth below, or at such other
address as any party hereto may have furnished to the other parties in writing by registered mail,
return receipt requested:
16345690.14.BUSINESS 9

(a) If to Parent and the Company:
Pomona Holdings, Inc.
c/o Lassonde Industries, Inc.
755 Principale
Rougemont, Quebec J0L 1M0
Attn: Jean Gattuso
Fax No.:
with a copy to (which shall not constitute notice):
Squire, Sanders & Dempsey (US) LLP
4900 Key Tower
127 Public Square
Cleveland, OH 44114
Attn: Laura D. Nemeth
Fax No.: (216) 479-8780
(b) If to the Representatives:
Clement David Pappas
c/o Clement Pappas and Company, Inc.
1 Collins Drive
Suite 200
Carneys Point, NJ 08069
Facsimile: (856) 455-8746
Attention: Clement David Pappas
Clement Dimitri Pappas
c/o Clement Pappas and Company, Inc.
1 Collins Drive
Suite 200
Carneys Point, NJ 08069
Facsimile: (856) 455-8746
Attention: Clement Dimitri Pappas
with a copy to (which shall not constitute notice):
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Attention: Carmen J. Romano, Esq.
R. Jeffrey Legath, Esq.
Fax No.: (215) 994-2222
16345690.14.BUSINESS 10

(c) If to the Escrow Agent:
JPMorgan Chase Bank, N.A.
4 New York Plaza, 21 st Floor
New York, NY 10004
Attention: Gregory P. Shea/Sandra Frierson
Fax No.: 212-623-6168
Notwithstanding the above, in the case of communications delivered to the Escrow Agent, such
communications shall be deemed to have been given on the date received by an officer of the
Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at
the above-referenced office. In the event that the Escrow Agent, in its sole discretion, shall
determine that an emergency exists, the Escrow Agent may use such other means of
communication as the Escrow Agent deems appropriate. For purposes of this Escrow Agreement,
“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the
Escrow Agent located at the notice address set forth above is authorized or required by law or
executive order to remain closed.
3.2 Security Procedures. Notwithstanding anything to the contrary as set forth in
Section 3.1, any instructions setting forth, claiming, containing, objecting to, or in any way
related to the transfer or distribution of funds, including but not limited to any such funds
transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to
Article I of this Escrow Agreement, may be given to the Escrow Agent only by confirmed
facsimile and no instruction for or related to the transfer or distribution of the Escrow Funds, or
any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually
shall have received such instruction by facsimile at the number provided to the Parties by the
Escrow Agent in accordance with Section 3.1 and as further evidenced by a confirmed
transmittal to that number.
(a) In the event funds transfer instructions are received by the Escrow Agent
by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by
telephone call-back to the person or persons designated on Schedule 1 hereto, and the Escrow
Agent may rely upon the confirmation of anyone purporting to be the person or persons so
designated. The persons and telephone numbers for call-backs may be changed only in a writing
actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to
contact any of Parent’s authorized representatives identified in Schedule 1, the Escrow Agent is
hereby authorized both to receive written instructions from and seek confirmation of such
instructions by telephone call-back to any one or more of Parent’s executive officers,
(“Executive Officers”), which shall include the titles of______________________, as the
Escrow Agent may select. Such “Executive Officer”, as the case may be, shall deliver to the
Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the
confirmation of anyone purporting to be any such officer. The Escrow Agent and the
beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar
identifying numbers provided by Parent or Representatives to identify (i) the beneficiary, (ii) the
beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the
Escrow Funds for any payment order it executes using any such identifying number, even when
16345690.14.BUSINESS 11

its use may result in a person other than the beneficiary being paid, or the transfer of funds to a
bank other than the beneficiary's bank or an intermediary bank designated.
(b) The Company acknowledges that the Escrow Agent is authorized to use
the following funds transfer instructions to disburse any funds due to the Surviving Corporation
under this Escrow Agreement without a verifying call-back as set forth in Section 3.2(a) above:
The Surviving Corporation’s Bank account information: Bank name:
Bank Address:
ABA number:
Account name:
Account number:
The Representatives acknowledge that the Escrow Agent is authorized to use the following funds
transfer instructions to disburse any funds due to the Representatives under this Escrow
Agreement:
Representatives’ Bank account information: Bank name:
Bank Address:
ABA number:
Account name:
Account number:
(c) The Parties acknowledge that the security procedures set forth in this
Section 3.2 are commercially reasonable.
3.3 Assignment; Successors and Assigns; No Third Party Rights. Except as indicated
in Section 2.1(d)(ii) this Escrow Agreement may not, without the prior written consent of the
other parties hereto, be assigned by operation of law or otherwise, and any attempted assignment
shall be null and void; provided, that this Escrow Agreement may be assigned at or following the
Closing as collateral to the Lenders in connection with the Financing; provided, further, that the
foregoing shall not relieve Parent or the Company or the Representatives of their obligations
hereunder. Subject to the foregoing, this Escrow Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal
representatives. This Escrow Agreement shall be for the sole benefit of the parties to this Escrow
Agreement and their respective heirs, successors, permitted assigns and legal representatives and
is not intended, nor shall be construed, to give any Person, other than the parties hereto and their
respective heirs, successors, assigns , any legal or equitable right, remedy or claim hereunder.
3.2 Amendment. This Escrow Agreement may be amended, modified and
supplemented by a written instrument authorized and executed on behalf of the Parties and the
Escrow Agent at any time with respect to any of the terms contained herein.
3.3 Failure or Indulgence not Waiver. No failure or delay on the part of any party
hereto in the exercise of any right hereunder shall impair such right or be construed to be waiver
of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall
any single or partial exercise of any such right preclude any other or further exercise thereof or
16345690.14.BUSINESS 12

any other right. All rights and remedies existing under this Escrow Agreement are cumulative to,
and not exclusive of, any rights or remedies otherwise available.
3.4 Governing Law; Consent to Jurisdiction, Etc. This Escrow Agreement shall be
construed in accordance with and governed by the laws of the State of New York. In connection
with any suit, action or other proceeding arising out of or relating to this Escrow Agreement, the
events giving rise to this Escrow Agreement or any transaction contemplated hereby, the parties
hereto hereby agree and consent to be subject to the exclusive jurisdiction of the United States
District Court for the Southern District of New York, and in the absence of such Federal
jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the state courts
located in New York, New York, and hereby waive the right to assert the lack of personal or
subject matter jurisdiction or improper venue in connection with any such suit, action or other
proceeding. In furtherance of the foregoing, each of the parties (i) waives the defense of
inconvenient forum, (ii) agrees not to commence any suit, action or other proceeding arising out
of or relating to this Escrow Agreement, the events giving rise to this Escrow Agreement or any
transaction contemplated hereby other than in any such court, and (iii) agrees that a final
judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in
other jurisdictions by suit or judgment or in any other manner provided by law. Each party hereto
further agrees that service of any process, summons, notice or document by U.S. registered mail
to such party’s address set forth in Section 3.1 above shall be effective service of process for any
claim, action or proceeding with respect to any matters to which it has submitted to jurisdiction
in this Section 3.5 or otherwise. To the extent that in any jurisdiction either Party may now or
hereafter be entitled to claim for itself or its assets, immunity from suit, execution attachment
(before or after judgment), or other legal process, such Party shall not claim, and it hereby
irrevocably waives, such immunity. Each Party and the Escrow Agent further hereby waive any
right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this
Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due
to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because
of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission
failure, or other causes reasonably beyond its control. A person who is not a party to this Escrow
Agreement shall have no right to enforce any term of this Escrow Agreement. The Parties
represent, warrant and covenant that each document, notice, instruction or request provided by
such Party to Escrow Agent shall comply with applicable laws and regulations. Where, however,
the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably
waived by the parties hereto to the fullest extent permitted by law, to the end that this Escrow
Agreement shall be enforced as written. Except as expressly provided in Section 2.4 above,
nothing in this Escrow Agreement, whether express or implied, shall be construed to give to any
person or entity other than the Escrow Agent and the Parties any legal or equitable right, remedy,
interest or claim under or in respect of this Escrow Agreement or any funds escrowed hereunder.
3.5 Counterparts. This Escrow Agreement may be executed in two or more
counterparts for the convenience of the parties hereto, each of which shall be deemed an original
and all of which together will constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Escrow Agreement by facsimile or portable document
format shall be effective as delivery of a manually executed counterpart to this Escrow
Agreement.
16345690.14.BUSINESS 13

3.6 Waiver of Offset Rights. Except as expressly set forth herein, the Escrow Agent
hereby waives any and all rights to offset that it may have against the Escrow Funds including,
without limitation, claims arising as a result of any claims, amounts, liabilities, costs, expenses,
damages or other losses that the Escrow Agent may be otherwise entitled to collect from any
party to this Escrow Agreement (whether in connection with this Escrow Agreement or
otherwise).
3.7 Severability. The invalidity of any portion hereof shall not affect the validity, force
or effect of the remaining portions hereof.
[Signature Page Directly Follows]
16345690.14.BUSINESS 14

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement
to be executed by their duly authorized officers as of the day and year first above written.
16345690.14.BUSINESS
POMONA HOLDINGS, INC.
By:
Name:
Title:
CLEMENT PAPPAS AND COMPANY, INC.
By:
Name:
Title:
REPRESENTATIVES:
________________________________
Clement David Pappas
________________________________
Clement Dimitri Pappas
JPMORGAN CHASE BANK, N.A.
By: ________________________________
Name:
Title:

16345690.14.BUSINESS
SCHEDULE 1
Telephone Number(s) and authorized signature(s) for
Person(s) Designated to give Funds Transfer Instructions
If from Parent:
Name Telephone Number Signature
1. ______________________ _______________________ ___________________
2. ______________________ _______________________ ___________________
3. ______________________ _______________________ ___________________
If from the Representatives:
Name Telephone Number Signature
1. ______________________ _______________________ ___________________
2. ______________________ _______________________ ___________________
3. ______________________ _______________________ ___________________
Telephone Number(s) for Call-Backs and
Person(s) Designated to Confirm Funds Transfer Instructions
If from Parent:
Name Telephone Number
1. ______________________ _______________________
2. ______________________ _______________________
3. ______________________ _______________________
If from the Representatives:
Name Telephone Number
1. ______________________ _______________________
2. ______________________ _______________________
3. ______________________ _______________________
All funds transfer instructions must include the signature of the person(s) authorizing said funds
transfer.

16345690.14.BUSINESS
SCHEDULE 2
Schedule of of Fees Fees for Escrow Agent Services
Based upon our current understanding of your proposed transaction, our fee proposal is as follows:
Account Acceptance Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …...$WAIVED
Encompassing review, negotiation and execution of governing documentation, opening of the
account, and completion of all due diligence documentation. Payable upon closing.
One Time Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$2,500.00
The Administration Fee covers our usual and customary ministerial duties, including record
keeping, distributions, document compliance and such other duties and responsibilities expressly set
forth in the governing documents for each transaction. Payable upon closing and annually in
advance thereafter, without pro-ration for partial years.
Extraordinary Services and Out-of Pocket Expenses
Any additional services beyond our standard services as specified above, and all reasonable out-ofpocket
expenses including attorney’s or accountant’s fees and expenses will be considered
extraordinary services for which related costs, transaction charges, and additional fees will be billed at
the Bank's then standard rate. Disbursements, receipts or investments exceeding 25 items per year may
be treated as extraordinary services thereby incurring additional charges. The Escrow Agent may
impose, charge, pass-through and modify fees and/or charges for any account established and services
provided by the Escrow Agent, including but not limited to, transaction, maintenance, balancedeficiency,
and service fees and other charges, including those levied by any governmental authority.
Disclosure & Assumptions
Please note that the fees quoted are based on a review of the transaction documents provided and
an internal due diligence review. JPMorgan reserves the right to revise, modify, change and
supplement the fees quoted herein if the assumptions underlying the activity in the account, level
of balances, market volatility or conditions or other factors change from those used to set our
fees.
The escrow deposit shall be continuously invested in a JPMorgan Chase Bank money market
deposit account (“MMDA”) or a JPMorgan Chase Bank Cash Compensation account. MMDA
and Cash Compensation Accounts have rates of compensation that may vary from time to time
based upon market conditions. The Annual Administration Fee would include a supplemental
charge up to 25 basis points on the escrow deposit amount if another investment option were to
be chosen.
The Parties acknowledge and agree that they are permitted by U.S. law to make up to six (6) preauthorized
withdrawals or telephonic transfers from an MMDA per calendar month or statement
cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes
and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may
be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at
least seven (7) days notice prior to a withdrawal from a money market deposit account.

Payment of the invoice is due upon receipt.
Compliance
To help the government fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify, and record information that identifies each person
or entity that opens an account. We may ask for information that will enable us to meet the
requirements of the Act.
16345690.14.BUSINESS

16345690.14.BUSINESS
SCHEDULE 3
(Former Shareholders names addresses and Ownership Percentages in Excel Format)

16345690.14.BUSINESS
SCHEDULE 4
[JPMORGAN MONEY MARKET ACCOUNT DESCRIPTION]
Pomona Holdings/Clement Pappas & Co/Representatives Escrow A/C # 983617598

[Date]
[Escrow Agent]
[ ]
[ ]
Attention: [•]
16345690.14.BUSINESS
EXHIBIT A
PARENT RELEASE DEMAND
Re: Demand for Payment under Section 1.4(a)(i) of the Escrow Agreement, dated
_____________________ (“Escrow Agreement”), among Pomona Holdings, Inc.
( “Parent”), Clement Pappas and Company, Inc. (the “Company”), Clement David
Pappas and Clement Dimitri Pappas as the Representatives, and JPMorgan Chase
Bank, N.A., as escrow agent (“Escrow Agent”)
Ladies and Gentlemen:
Parent hereby demands payment of the sum of [$_____________] (“Release Demand
Amount”) from the Escrow Account in connection with [amounts due to the Surviving
Corporation under Section 2.7 of the Merger Agreement] OR [a claim for indemnification
pursuant to Article 8 of the Merger Agreement] dated [________________] among Clement
Pappas and Company, Inc., Parent and [Newco, Inc.] (the “Merger Agreement”), and hereby
certifies as follows:
1. [The Surviving Corporation is due $[____________] under Section 2.7 of the
Merger Agreement] OR [Parent is entitled to indemnification for Losses (as defined in the
Merger Agreement) pursuant to Article 8 of the Merger Agreement] based upon the following:
[a complete description of the facts that gave rise to the claim, including
the provisions of the Merger Agreement upon which such claim is based]
2. The Release Demand Amount represents not more than the amount [due to the
Surviving Corporation under Section 2.7 of the Merger Agreement] OR [of any known Losses
for which Parent is entitled to indemnification].
3. Parent has requested the Representatives to execute a Joint Direction directing the
Escrow Agent to release and disburse the Release Demand Amount to Parent, and the
Representatives have either failed or refused to execute such Joint Direction.
4. Parent has simultaneously given a copy of this Parent Release Demand to the
Representatives in accordance with the notice provisions of Section 3.1 of the Escrow
Agreement.

5. By reason of the foregoing, Parent is entitled to be paid the Release Demand
Amount from the Escrow Account, provided that the Escrow Agent has not received any
Objection Notice from the Representatives made in accordance with Section 1.4(a)(i) of the
Escrow Agreement.
6. Please disburse the Release Demand Amount in accordance with the following
instructions:
16345690.14.BUSINESS
[Insert Wiring Instructions]
Capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the Escrow Agreement unless the context otherwise requires.
cc: Clement David Pappas
[ ]
[ ]
Attn:
Fax No.:
Clement Dimitri Pappas
[ ]
[ ]
Attn:
Fax No.:
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Attention: Carmen J. Romano, Esq.
R. Jeffrey Legath, Esq.
Fax No.: (215) 994-2222
[PARENT]
By:
Name:
Title:

[Date]
[Escrow Agent]
[ ]
[ ]
Attention: [•]
16345690.14.BUSINESS
EXHIBIT B
JUDGMENT CERTIFICATE
Re: Judgment Certificate under Section 1.4(a)(iii) of the Escrow Agreement, dated
_____________________ (“Escrow Agreement”), among Pomona Holdings, Inc.
( “Parent”), Clement Pappas and Company, Inc. (the “Company”), Clement David
Pappas and Clement Dimitri Pappas as the Representatives, and JPMorgan Chase
Bank, N.A., as escrow agent (“Escrow Agent”)
Ladies and Gentlemen:
In reference to the Escrow Agreement, the undersigned hereby certifies to the Escrow
Agent and [Parent/the Representatives] that:
1. Attached is [a non-appealable, final judgment of a court of competent
jurisdiction ordering payment to [Parent/the Representatives] of the sum of $[___________] OR
the final determination of the Accounting Firm reflecting payment due to the Surviving
Corporation of the sum of $[___________] pursuant to Section 2.7 of the Merger Agreement]
and you are instructed to follow the instructions contained therein.
2. [Parent/The Representatives] [has/have] requested [the
Representatives/Parent] to execute a Joint Direction directing the Escrow Agent to release and
disburse $[___________] to [Parent/The Representatives], and [the Representatives/Parent]
[have/has] either failed or refused to execute such Joint Direction.
3. [Parent/The Representatives] [has/have] simultaneously given a copy of
this Judgment Certificate simultaneously to [Parent/the Representatives] in accordance with the
notice provisions of Section 3.1 of the Escrow Agreement.
4. By reason of the foregoing, [Parent/the Representatives] [is/are] entitled to
be paid $[___________] from the Escrow Account.
instructions:
5. Please disburse $[___________] in accordance with the following
[Insert Wiring Instructions]
Capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the Escrow Agreement unless the context otherwise requires.

cc: Clement David Pappas
[ ]
[ ]
Attn:
Fax No.:
Clement Dimitri Pappas
[ ]
[ ]
Attn:
Fax No.:
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Attention: Carmen J. Romano, Esq.
R. Jeffrey Legath, Esq.
Fax No.: (215) 994-2222
[Parent]
[ ]
[ ]
[ ]
Attn:
Fax No.:
Squire, Sanders & Dempsey (US) LLP
4900 Key Tower
127 Public Square
Cleveland, OH 44114
Attn: Laura D. Nemeth
Fax No.: (216) 479-8780
16345690.14.BUSINESS
[PARENT/THE REPRESENTATIVES]
By:
Name:
Title:

Exhibit B
Form of Certificate of Merger
16439551.17.BUSINESS B-1

UMC-2 11/03
New Jersey Division of Revenue
Certificate of Merger/Consolidation
(Profit Corporations)
This form may be used to record the merger or consolidation of a corporation with or into another business entity or entities, pursuant
to NJSA 14A. Applicants must insure strict compliance with the requirements of State law and insure that all filing requirements are
met. This form is intended to simplify filing with the State Treasurer. Applicants are advised to seek out private legal advice before
submitting filings to the Department of the Treasury, Division of Revenue’s office.
1. Type of Filing (check one): ___Merger ✘
___ Consolidation
2. Name of Surviving Business Entity:
3. Name(s)/Jurisdiction(s) of All Participating Business Entities including Surviving Entity:
Identification # Assigned by
Name Jurisdiction Treasurer (if applicable)
4. Date Merger/Consolidation adopted:
Clement Pappas and Company, Inc.
Clement Pappas and Company, Inc. New Jersey 2981701000
Pomona Merger Corp. New Jersey 0101016239
5. Voting: (all corporations involved; attach additional sheets if necessary)
-a Corp. Name Clement Pappas and Company, Inc. Outstanding Shares 1,130
If applicable, set forth the number and designation of any class or series of shares entitled to vote.
Voting For _______________ Voting Against _________________ ; OR
Merger/consolidation plan was adopted by the unanimous written consent of the shareholders without a meeting (check)____ ✘
-b Corp. Name Pomona Merger Corp. Outstanding Shares 100
If applicable, set forth the number and designation of any class or series of shares entitled to vote.
Voting For _______________ Voting Against _________________ ; OR
Merger/consolidation plan was adopted by the unanimous written consent of the shareholders without a meeting (check)____ ✘
-c Corp. Name Outstanding Shares
If applicable, set forth the number and designation of any class or series of shares entitled to vote.
Voting For ________________ Voting Against _________________ ; OR
Merger/consolidation plan was adopted by the unanimous written consent of the shareholders without a meeting (check)____
6. Service of Process Address (For use if the surviving business entity is not authorized or registered by the State
Treasurer:
The surviving business entity agrees that it may be served with process in this State in any action, suit or proceeding
for the enforcement of any obligation of any domestic or foreign corporation, previously amenable to suit in this
State, which is a party to this merger/consolidation, and in any proceeding for the enforcement of the rights of a
dissenting shareholder of such domestic corporation against the surviving corporation.
The Treasurer is hereby appointed as agent to accept service of process in any such action, suit, or proceeding which
shall be forwarded to the surviving business entity at the Service of Process address stated above.
The Surviving Business Entity also agrees that it will promptly pay to the dissenting shareholders of any such
domestic corporation the amount, if any, to which they may be entitled under the provisions of Title 14A.
NJ076 - 02/15/2006 C T System Online

Certificate of Merger/Consolidation
UMC-2
Page 2
7. Effective Date (see inst.):
Signature Name Title Date
________________________________________ ________________________________ ______________________________ ______________
________________________________________ ________________________________ ______________________________ ______________
________________________________________ ________________________________ ______________________________ ______________
________________________________________ ________________________________ ______________________________ ______________
**Remember to attach: 1) the plan of merger or consolidation; and 2) if the surviving or resulting business is not a registered or
authorized domestic or foreign corporation, a Tax Clearance Certificate for each participating corporation.
NJ076 - 02/15/2006 C T System Online
NJ Division of Revenue, PO Box 308, Trenton NJ 08646

Exhibit C
Letter of Transmittal
16439551.17.BUSINESS C-1

16332918.10.BUSINESS
EXHIBIT C
LETTER OF TRANSMITTAL
CONSENT, WAIVER AND RELEASE
For Shares of Common Stock of
Clement Pappas and Company, Inc.
Pursuant to the Agreement and Plan of Merger by and among
CLEMENT PAPPAS AND COMPANY, INC.,
POMONA HOLDINGS, INC.,
POMONA MERGER CORP.
and
Clement David Pappas and Clement Dimitri Pappas
as Representatives of Former Shareholders
(for purposes of Sections 2.7, 5.10, 8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 only),
and
LASSONDE INDUSTRIES, INC.
(for purposes of Article 10 only)
PLEASE READ AND FOLLOW THE ACCOMPANYING INSTRUCTIONS
FINAL EXHIBIT FORM
This letter of transmittal is being delivered by the undersigned in connection with the acquisition of
Clement Pappas and Company, Inc. (the “Company”) by Pomona Holdings, Inc., a Delaware corporation (“Parent”),
through the merger of Pomona Merger Corp., a New Jersey corporation and a wholly-owned subsidiary of Parent
(“Newco”), with and into the Company (the “Merger”) pursuant to an Agreement and Plan of Merger, dated June
[__], 2011 (the “Merger Agreement”), by and among the Company, Parent, Newco, and, solely for the purposes of
Sections 2.7, 5.10, 8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 of the Merger Agreement, Clement David Pappas and
Clement Dimitri Pappas, as the Representatives, and, solely for the purposes of Article 10 of the Merger Agreement,
Lassonde Industries, Inc., a Canadian corporation. Defined terms used herein, unless otherwise defined herein, shall
have the meanings ascribed to them in the Merger Agreement.
In accordance with the Merger Agreement, the undersigned hereby surrenders to you the original stock
certificate(s) (“Certificate(s)”) representing the shares of Common Stock of the Company (the “Shares”) that are
described below, each such Share to be exchanged for the Per Share Merger Consideration, as specified in the
Merger Agreement. This letter of transmittal should be promptly (a) completed and signed in the space provided
below and on the space provided on the IRS Form W-9 included in this letter of transmittal and (b) mailed or
delivered with (i) the Certificate(s) representing your Shares and (ii) your properly executed affidavit of non-foreign
status that complies with Section 1445 of the Internal Revenue Code (the “FIRPTA Certificate”), included in this
Letter of Transmittal, to, if on or prior to the Closing Date, the Company, or, if following the Closing Date, the
Surviving Corporation at the address below:
Clement Pappas and Company, Inc.
1 Collins Drive
Suite 200
Carneys Point, NJ 08069
Instructions regarding the completion of this letter of transmittal are set forth below.

Enclosed are the following Certificates representing shares of Common Stock of the Company:
Print Name and Address of Registered
Holder(s) (exactly as name(s) appear(s) on
Certificate(s))
BOX A – DESCRIPTION OF CERTIFICATE(S) SURRENDERED
Specify
Voting or Non-Voting
Common Shares
Certificate
Number(s)
Number of
Shares
If the original Certificate(s) is(are) lost, stolen or destroyed, please check this box, review Instruction 1
and sign and return this letter of transmittal.
REPRESENTATIONS AND WARRANTIES
The undersigned represents and warrants to Parent and to the Company that:
1. the undersigned is the record holder and beneficial owner of the Shares and has sole power of
disposition in respect of the Shares;
2. the undersigned has all requisite power and authority to surrender the Certificate(s) evidencing the
Shares, and the surrender of the Certificate(s) evidencing the Shares in accordance with the terms
and conditions of this letter of transmittal and the Merger Agreement does not violate or conflict
with or result in a breach of any provision of the trust agreement or similar organizational
documents of the undersigned;
3. this letter of transmittal has been duly executed and delivered by the undersigned and constitutes a
valid and binding agreement of the undersigned, enforceable in accordance with its terms, except
to the extent such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws from time to time in effect
relating to creditors’ rights and remedies generally and by general principles of equity; and
4. the undersigned holds good and marketable title to the Shares, free and clear of all Liens other
than transfer restrictions under applicable securities laws.
ACKNOWLEDGEMENTS, AGREEMENTS AND RELEASE
The undersigned acknowledges that risk of loss and title to the Certificate(s) shall pass only upon or after
the Effective Time following delivery of the Certificate(s) to the Surviving Corporation. If the Merger Agreement is
terminated pursuant to its terms and the Merger and the other transactions contemplated thereby have not been
consummated, this letter of transmittal, including without limitation the immediately foregoing paragraph, shall be
deemed void ab initio and of no further force and effect.
The undersigned acknowledges that the Shareholders Agreement, dated as of November 19, 2001, by and
among Peter C. Pappas and Dean C. Pappas, as the same may be amended from time to time (the “Shareholders
Agreement”), has been terminated and no party to the Shareholders Agreement or beneficiary or assignee thereto has
any further or continuing obligation or responsibility to any other party, beneficiary or assignee pursuant to or any
further or continuing rights under the Shareholders Agreement.

The Merger
The undersigned hereby acknowledges receipt of the Merger Agreement and Escrow Agreement. By
execution of this letter of transmittal, the undersigned agrees that this letter of transmittal and all amounts payable to
the undersigned as a Former Shareholder as a result of the Merger are subject to, and governed by, the terms and
conditions of the Merger Agreement, the Escrow Agreement and the documents related thereto.
The Representatives
The undersigned (on such Former Shareholder’s own behalf and on behalf of its successors and assigns)
hereby irrevocably appoints, authorizes and empowers Clement David Pappas and Clement Dimitri Pappas, acting
together, but not individually, as joint representatives (the “Representatives”), for the benefit of the undersigned and
the other Former Shareholders, as the exclusive agents and attorneys-in-fact to act on behalf of the undersigned and
each other Former Shareholder, to the extent and with respect to the matters described in Article 9 of the Merger
Agreement, and agrees to be bound by the provisions of the Merger Agreement, the Escrow Agreement and the
documents related thereto with respect to such appointment and authorization.
The undersigned hereby agrees to indemnify, pro rata based upon the portion of the Purchase Price to
which such holder is entitled pursuant to the Merger Agreement, the Representatives against all losses, damages,
liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’
fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or
threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action
or proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Representatives
under or in connection with the Merger Agreement, or the Escrow Agreement or the transactions contemplated
thereby; provided, however, that the foregoing indemnification shall not apply in the event of any action or
proceeding which finally adjudicates the liability of the Representatives for its bad faith or willful misconduct. Upon
written notice from the Representatives to the Former Shareholder as to the existence of a deficiency toward the
payment of any such indemnification amount or a deficiency in the account used by the Representatives to pay
expenses incurred by the Representatives in their capacity as Representatives, the undersigned hereby agrees to
promptly deliver to the Representatives full payment of the undersigned’s ratable share of the amount of such
deficiency (pro rata based upon the portion of the Purchase Price to which the undersigned is entitled pursuant to the
Merger Agreement); provided, that the undersigned shall not be liable for that portion of any claim of
indemnification, individually or in the aggregate, that is in excess of the undersigned’s pro rata portion of the
Purchase Price to which the undersigned is entitled pursuant to the Merger Agreement.
The undersigned hereby authorizes the Representatives and the appropriate officers of the Company to
execute and deliver such documents and take such other actions as may be required or advisable to carry out the
transactions contemplated by the Merger Agreement, the Escrow Agreement and the documents related thereto.
Release
Effective as of the Effective Time, the undersigned, for itself and all of its affiliates, assigns and successors
(the “Releasors”), hereby completely and irrevocably releases and forever discharges Parent, Newco, the Company,
the Representatives and each of their respective affiliates, and their respective directors, officers, managers,
members, stockholders, principals, employees, agents, representatives, predecessors, successors and assigns from
any and all claims, damages, losses, demands, actions, causes of action, promises and/or liabilities arising out of the
undersigned having been a shareholder of the Company, other than the Former Shareholders’ rights under the
Merger Agreement, the Escrow Agreement, this letter of transmittal and the documents related thereto.
All authority conferred herein or agreed to be conferred shall survive the liquidation or dissolution of the
undersigned, and any obligation of the undersigned shall be binding upon the successors and assigns of the
undersigned.
INSTRUCTIONS TO LETTER OF TRANSMITTAL

1. Delivery of Letter of Transmittal and Certificates. Certificates surrendered, as well as a
properly completed and duly executed letter of transmittal and any other documents required by this letter of
transmittal, must be delivered to the address set forth on the cover of this letter of transmittal. If any of the
Certificates of the undersigned have been lost, stolen, mutilated or destroyed, then please indicate this on the face of
this letter of transmittal, and contact, if on or prior to the Closing Date, the Company (c/o Dimitri Pappas, telephone:
856-455-1000, email: dipappas@clementpappas.com), or, if following the Closing Date, the Surviving Corporation
(c/o [], telephone: [], email: []), and the Company or the Surviving Corporation, as the case may be, will
forward you additional documentation that you must complete in order to effectively surrender lost, stolen, mutilated
or destroyed Certificate(s). All questions as to the documents, validity, form, eligibility and acceptance for payment
of any Certificate(s) surrendered pursuant to any of the procedures described in this letter of transmittal will be
determined by Parent, acting reasonably, and such determination will be final and binding. Parent also reserves the
absolute right to waive any defect or irregularity in the surrender of any Certificates or delivery of any letter of
transmittal, and its reasonable interpretations of other terms and conditions of the Merger Agreement and this letter
of transmittal (including these instructions) with respect to such irregularities or defects will be final and binding.
Delivery of the Certificates will be effected, and risk of loss and title to the Certificate(s) will pass only upon or after
the Effective Time following delivery of the Certificate(s) to the Surviving Corporation. No alternative, conditional,
irregular or contingent surrender of the Certificate(s) or this letter of transmittal will be accepted. Delivery of
documents to an address other than the address set forth on the cover of this letter of transmittal does not
constitute delivery to the Surviving Corporation. The surrender of the Certificate(s) will be deemed made only
when this letter of transmittal and any other documents are actually received by the Parent or the Surviving
Corporation.
The method of delivery of the Certificate(s) and the other required documents is at the option and risk of
the tendering holder. If sent by mail, then registered mail with return receipt requested is recommended.
2. Inadequate Space. If there is inadequate space to complete any box or to sign this letter of
transmittal, the information or signatures required to be provided must be set forth on additional sheets substantially
in the form of the corresponding portion of this letter of transmittal and attached to this letter of transmittal.
3. Signature on Letter of Transmittal and Endorsements.
(a) If this letter of transmittal is signed by the registered holder(s) of the Shares evidenced by
the Certificate(s) surrendered hereby without any correction or change in the name of the registered
holder(s), the signature(s) must correspond exactly with the name(s) as written on the face of the
Certificate(s) without any change whatsoever. In the event the name of the registered holder(s) needs to be
corrected or has changed (by marriage or otherwise), please print such correction or change on the form
itself. If you need additional space, see Instruction 2.
(b) If any Shares evidenced by the Certificate(s) surrendered hereby are registered in
different names on several Certificates, it will be necessary to complete, sign and submit as many separate
letters of transmittal as there are different registrations of such Shares.
(c) If this letter of transmittal is signed by the registered holder(s) of the Shares listed and
transmitted hereby, no endorsements of such Shares are required.
(d) If this letter of transmittal is signed by a person(s) other than the registered holder(s) of
the Shares listed, the Certificate(s) evidencing such Shares, as the case may be, must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the name of the registered
holder(s) appears on the Certificate(s) evidencing such Shares.
(e) If this letter of transmittal or any Share is signed by a person(s) other than the registered
holder(s) of the Shares listed and the signer(s) is acting in the capacity of trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or any other person(s) acting in a fiduciary or
representative capacity, such person(s) must so indicate when signing and must submit proper evidence
satisfactory to the Representatives of authority to act.

4. Payment and Delivery Instructions. The undersigned understands that (a) if the Certificate(s)
surrendered hereby is(are) properly surrendered on or prior to the Closing Date, the undersigned will receive from
the Surviving Corporation on the Closing Date in exchange for each Share formerly evidenced by the Certificate(s)
surrendered hereby, the Per Share Closing Consideration, and (b) if the Certificate(s) surrendered hereby is(are)
properly surrendered after the Closing Date, the undersigned will receive from the Surviving Corporation as
promptly as practicable following such surrender in exchange for each Share formerly evidenced by the
Certificate(s) surrendered hereby, the Per Share Closing Consideration. Any Person entitled to a portion of the
Purchase Price who has provided wire transfer instructions to Parent prior to the Closing Date shall be entitled to
payment by wire transfer on the Closing Date in accordance with the instructions specified in such Person’s Letter
of Transmittal. No interest will be paid or will accrue for the benefit of the holders of Common Stock on the
consideration payable upon the surrender of the letters of transmittal and the Certificates.
5. Requests for Assistance and Additional Copies. Requests for assistance may be directed to, if
on or prior to the Closing Date, the Company (c/o Dimitri Pappas, telephone: 856-455-1000, email:
dipappas@clementpappas.com), or, if following the Closing Date, the Surviving Corporation (c/o [], telephone:
[], email: []). Additional copies of this letter of transmittal and an IRS Form W-9 (“Form W-9”) may be obtained
from, if on or prior to the Closing Date, the Company, or, if following the Closing Date, the Surviving Corporation
at the address and telephone number set forth herein.
6. Forms W-9. Each tendering holder is required to provide, if on or prior to the Closing Date, the
Company, or, if following the Closing Date, the Surviving Corporation with a duly executed Form W-9. Those
tendering holders required to provide Form W-9 must cross out item (2) in the certification box on the Form W-9 if
subject to backup withholding. If the tendering holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, write “Applied For” in the space for the TIN on Form W-9. Failure to
provide Form W-9 (or, for those tendering holders who wrote “Applied For” in the space for the TIN on Form W-9,
failure to provide a TIN within sixty (60) days) may subject the tendering holder to federal income tax withholding
at 28% on the payments made to the holder or other payee with respect to the Shares. Instructions to Form W-9 may
be obtained from, if on or prior to the Closing Date, the Company, or, if following the Closing Date, the Surviving
Corporation at the address and telephone number set forth on the cover page of this letter of transmittal.
7. FIRPTA Certificate. Each tendering holder is required to submit a FIRPTA Certificate. A
tendering holder who is a business entity should complete and sign the FIRPTA Certificate with the heading
“Certification of Nonforeign Status by Entity Transferor of U.S. Real Property Interest.” Parent may be required to
withhold tax on the gross proceeds attributable to certain real property with respect to any tendering holder who fails
to provide a FIRPTA Certificate.
8. Indication of Certificate Numbers. This letter of transmittal should indicate the certificate
numbers of the Certificate(s) surrendered hereby and the number of Shares represented by each such Certificate(s).
9. Miscellaneous. Parent anticipates that it will provide notification of any defects in the deposit and
surrender of any Certificate(s), but neither Parent nor the Representatives shall incur any liability for failure to give
such notice.
10. Transfer Taxes. In the event that any transfer or other Taxes are required by reason of payment
or delivery to be made to a Person other than the Person in whose name a Certificate so surrendered is registered, it
shall be a condition of payment that the Person requesting such payment either pay any transfer or other Taxes
required by reason of the payment to a Person other than the registered holder of the Certificate so surrendered or
establish to the satisfaction of Parent that such Tax has been paid or is not applicable.

16332918.10.BUSINESS
ALL HOLDERS OF SHARES MUST SIGN HERE
(Also complete the FIRPTA Certificate and Form W-9)
FINAL EXHIBIT FORM
The undersigned acknowledges that the undersigned has thoroughly read this letter of transmittal and agrees to be
bound by the terms and conditions set forth herein and in the accompanying materials.
The wire transfer or other payment representing the Former Shareholder’s Per Share Closing Consideration will
be issued only in the name of the person(s) submitting this letter of transmittal or will be mailed to the address
shown in the box on page one entitled “Name and Address of Registered Owner”.
Signature(s) of Registered Holder(s) or Agent
Dated: , 2011
(Must be signed by registered holder(s) exactly as name(s) on stock certificate(s) or on a security position listing
or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If
signature is by an officer of a corporation, attorney-in-fact, executor, administrator, trustee, guardian or other
person(s) acting in a fiduciary or representative capacity, then please set forth full title and see Instruction 3.)
Name(s):
Capacity (Full Title):
(Please print)
Address: (ZIP Code)
Area Code and Tel. No.: Dated:
Tax Identification or Social Security No.:
Wire money to:
Account Name:
Account Number:
Bank Name and ABA Number:
(Please print)

16332918.10.BUSINESS
IMPORTANT TAX INFORMATION
IRS Circular 230 Disclosure: Any discussion of tax issues set forth in this letter of transmittal was
written in connection with the promotion and marketing of the transactions described herein. Such discussion
was not intended or written to be used, and cannot be used, by any person for the purpose of avoiding
penalties under the Internal Revenue Code. Each holder should seek advice based on its particular
circumstances from an independent tax advisor.
Under federal tax law, a holder who transmits Shares hereby is required by law to provide, if on or prior to
the Closing Date, the Company, or, if following the Closing Date, the Surviving Corporation with such holder’s
correct TIN on Form W-9 below. If such holder is an individual, then the TIN is his or her social security number. If
the Company or the Surviving Corporation, as the case may be, is not provided with the correct TIN, then the holder
or other payee may be subject to penalties imposed by the Internal Revenue Service. In addition, payments that are
made to such holder or other payee with respect to Shares may be subject to backup withholding.
If backup withholding applies, then Parent, Newco or the Surviving Corporation, as applicable, is required
to withhold 28% on payments made to the holder or other payee. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of
tax withheld. If withholding results in an overpayment of taxes, then a refund may be obtained from the Internal
Revenue Service.
Purpose of Form W-9
To prevent backup withholding on payments made to a holder or other payee with respect to Shares, the
holder is required to notify, if on or prior to the Closing Date, the Company, or, if following the Closing Date, the
Surviving Corporation of the holder’s correct TIN by completing the form below, certifying that the TIN provided
on Form W-9 is correct (or that such holder is awaiting a TIN), that the holder is a U.S. person, and that (1) the
holder is exempt from backup withholding, (2) the holder has not been notified by the Internal Revenue Service that
the holder is subject to backup withholding as a result of failure to report all interest or dividends, or (3) the Internal
Revenue Service has notified the holder that the holder is no longer subject to backup withholding.
What Number to Give the Company
The holder is required to give, if on or prior to the Closing Date the Company, or, if following the Closing
Date, the Surviving Corporation the TIN (e.g., social security number or employer identification number) of the
record owner of the Shares.
NOTE: Failure to complete and return a Form W-9 may result in backup withholding of 28% of any
payments made to you pursuant to the Merger. Please review the guidelines on Form W-9 for additional
details.
FIRPTA Certificate
To prevent potential withholding under sections 897 and 1445 of the Code on the gross proceeds
attributable to “United States real property interests” (as defined in section 897(c) of the Code) held by the
Company, the tendering holder is required to provide a FIRPTA Certificate to certify its status as a business entity
that is a domestic entity.
NOTE: Failure by any tendering holder to complete and return the FIRPTA Certificate may result in
withholding by Parent with respect to such tendering holder’s Per Share Merger Consideration attributable
to “United States real property interests.”

Form W-9
(Rev. January, 2011)
Department of the Treasury
Internal Revenue Service
Print or type
See Specific Instructions on page 2.
Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box for federal tax
16332918.10.BUSINESS
Request for Taxpayer
Identification Number and Certification
classification (required): Individual/Sole proprietor C Corporation S Corporation Partnership Trust/estate
Limited liability company. Enter the tax classification (C=corporation, S=S corporation, P=partnership) _____________________
Other (see instructions)
Address (number, street, and apt. or suite no.)
City, state, and ZIP code
List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given the “Name” line
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your
employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Give Form to the
requester. Do not
send to the IRS.
Requester’s name and address (optional)
Social security number
- -
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Employer identification number
Part Certification
II
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
-
Exempt Payee
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you
have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.
Sign
Here
Signature of
U.S. person Date
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Purpose of Form
A person who is required to file an information return with the IRS must obtain
your correct taxpayer identification number (TIN) to report, for example, income
paid to you, real estate transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or contributions you
made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the requester) and,
when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee.
If applicable, you are also certifying that as a U.S. person, your allocable share
of any partnership income from a U.S. trade or business is not subject to the
withholding tax on foreign partners’ share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request
your TIN, you must use the requester’s form if it is substantially similar
to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
An individual who is a U.S. citizen or U.S. resident alien,
A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
An estate (other than a foreign estate), or
A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in
the United States are generally required to pay a withholding tax on any foreign
partners’ share of income from such business.
Further, in certain cases where a Form W-9 has not been received, a partnership is
required to presume that a partner is a foreign person,
and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in
a partnership conducting a trade or business in the United States, provide Form W-
9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership income.

Form W-9 (Rev. 1-2011) Page 2
The person who gives Form W-9 to the partnership for purposes of
establishing its U.S. status and avoiding withholding on its allocable
share of net income from the partnership conducting a trade or business in the
United States is in the following cases:
The U.S. owner of a disregarded entity and not the entity,
The U.S. grantor or other owner of a grantor trust and not the trust, and
The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form W-9. Instead, use
the appropriate Form W-8 (see Publication 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien
individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain
types of income. However, most tax treaties contain a provision known as a “saving
clause.” Exceptions specified in the saving clause may permit an exemption from
tax to continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the
saving clause of a tax treaty to claim an exemption from U.S. tax on certain types
of income, you must attach a statement to Form W-9 that specifies the following
five items:
1. The treaty country. Generally, this must be the same treaty under which you
claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the
treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption
from tax for scholarship income received by a Chinese student temporarily present in
the United States. Under U.S. law, this student will become a resident alien for tax
purposes if his or her stay in the United States exceeds 5 calendar years. However,
paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984)
allows the provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese student
who qualifies for this exception (under paragraph 2 of the first protocol) and is
relying on this exception to claim an exemption from tax on his or her
scholarship or fellowship income would attach to Form W-9 a statement that
includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under
certain conditions withhold and pay to the IRS 28% of such payments. This is
called “backup withholding.” Payments that may be subject to backup withholding
include interest, tax-exempt interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from fishing
boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you
give the requester your correct TIN, make the proper certifications, and report all
your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on
page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for reportable
interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend accounts opened
after 1983 only).
Cat. No. 10231X Form W-9 (Rev. 1-2011)
Certain payees and payments are exempt from backup withholding. See the
instructions below and the separate Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Updating Your Information
You must provide updated information to any person to whom you claimed to
be an exempt payee if you are no longer an exempt payee and anticipate
receiving reportable payments in the future from this person. For example,
you may need to provide updated information if you are a C corporation that
elects to be an S corporation, or if you no longer are tax exempt. In addition,
you must furnish a new Form W-9 if the name or TIN changes for the
account, for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you
are subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
Civil penalty for false information with respect to
withholding. If you make a false statement with no reasonable basis that results in
no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law,
the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your income
tax return. However, if you have changed your last name, for instance, due to
marriage without informing the Social Security Administration of the name change,
enter your first name, the last name shown on your social security card, and your
new last name.
If the account is in joint names, list first, and then circle, the name of the person or
entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income tax return
on the “Name” line. You may enter your business, trade, or “doing business as
(DBA)” name on the “Business name/disregarded entity name” line.
Partnership, C Corporation, or S Corporation. Enter the entity's name on the
“Name” line and any business, trade, or “doing business as (DBA) name” on the
“Business name/disregarded entity name” line.
Disregarded entity. Enter the owner's name on the “Name” line. The name of the
entity entered on the “Name” line should never be a disregarded entity. The name
on the “Name” line must be the name shown on the income tax return on which the
income will be reported. For example, if a foreign LLC that is treated as a
disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic
owner's name is required to be provided on the “Name” line. If the direct owner of
the entity is also a disregarded entity, enter the first owner that is not disregarded
for federal tax purposes. Enter the disregarded entity's name on the “Business
name/disregarded entity name” line. If the owner of the disregarded entity is a
foreign person, you must complete an appropriate Form W-8.
Note. Check the appropriate box for the federal tax classification of the person
whose name is entered on the “Name” line (Individual/sole proprietor, Partnership,
C Corporation, S Corporation, Trust/estate).
Limited Liability Company (LLC). If the person identified on the “Name” line is
an LLC, check the “Limited liability company” box only and enter the appropriate
code for the tax classification in the space provided. If you are an LLC that is
treated as a partnership for federal tax purposes, enter “P” for partnership. If you
are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation,
enter “C” for C corporation or “S” for S corporation. If you are an LLC that is
disregarded as an entity separate from its owner under Regulation section
301.7701-3 (except for employment and excise tax), do not check the LLC box
unless the owner of the LLC (required to be identified on the “Name” line) is
another LLC that is not disregarded for federal tax purposes. If the LLC is
disregarded as an entity separate from its owner, enter the appropriate tax
classification of the owner identified on the “Name” line.

Form W-9 (Rev. 1-2011) Page 3
Other entities. Enter your business name as shown on required federal
tax documents on the “Name” line. This name should match the name
shown on the charter or other legal document creating the entity. You
may enter any business, trade, or DBA name on the “Business name/
disregarded entity name” line.
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status, then
check the “Exempt payee” box in the line following the “Business name/
disregarded entity name,” sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding
for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies,
or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States,
9. A futures commission merchant registered with the Commodity
Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or
custodian, or
15. A trust exempt from tax under section 664 or described in section
4947.
The following chart shows types of payments that may be exempt
from backup withholding. The chart applies to the exempt payees listed
above, 1 through 15.
IF the payment is for . . . THEN the payment is exempt
for . . .
Interest and dividend payments All exempt payees except
for 9
Broker transactions Exempt payees 1 through 5 and 7
through 13. Also , C corporations.
Barter exchange transactions Exempt payees 1 through 5
and patronage dividends
Payments over $600 required Generally, exempt payees
to be reported and direct
sales over $5,000 1
1 through 7 2
1 See Form 1099-MISC, Miscellaneous Income, and its instructions.
2 However, the following payments made to a corporation and reportable on Form
1099-MISC are not exempt from backup withholding: medical and health care
payments, attorneys' fees, gross proceeds paid to an attorney, and payments for
services paid by a federal executive agency.
16332918.10.BUSINESS
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and
you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN). Enter it in the social
security number box. If you do not have an ITIN, see How to get a TIN
below.
If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity
separate from its owner (see Limited Liability Company (LLC) on page 2),
enter the owner’s SSN (or EIN, if the owner has one). Do not enter the
disregarded entity’s EIN. If the LLC is classified as a corporation or
partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately.
To apply for an SSN, get Form SS-5, Application for a Social Security
Card, from your local Social Security Administration office or get this
form online at www.ssa.gov. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can apply for
an EIN online by accessing the IRS website at www.irs.gov/businesses
and clicking on Employer Identification Number (EIN) under Starting a
Business. You can get Forms W-7 and SS-4 from the IRS by visiting
IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write
“Applied For” in the space for the TIN, sign and date the form, and give
it to the requester. For interest and dividend payments, and certain
payments made with respect to readily tradable instruments, generally
you will have 60 days to get a TIN and give it to the requester before you
are subject to backup withholding on payments. The 60-day rule does
not apply to other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to the
requester.
Note. Entering “Applied For” means that you have already applied for a
TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must
use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or
resident alien, sign Form W-9. You may be requested to sign by the
withholding agent even if item 1, below, and items 4 and 5 on page 4
indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I
should sign (when required). In the case of a disregarded entity, the
person identified on the “Name” line must sign. Exempt payees, see
Exempt Payee on page 3.
Signature requirements. Complete the certification as indicated in
items 1 through 3, below, and items 4 and 5 on page 4.
1. Interest, dividend, and barter exchange accounts opened
before 1984 and broker accounts considered active during 1983.
You must give your correct TIN, but you do not have to sign the
certification.
2. Interest, dividend, broker, and barter exchange accounts
opened after 1983 and broker accounts considered inactive during
1983. You must sign the certification or backup withholding will apply. If
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.
3. Real estate transactions. You must sign the certification. You may
cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not
have to sign the certification unless you have been notified that you
have previously given an incorrect TIN. “Other payments” include
payments made in the course of the requester’s trade or business for
rents, royalties, goods (other than bills for merchandise), medical and
health care services (including payments to corporations), payments to
a nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of
secured property, cancellation of debt, qualified tuition program
payments (under section 529), IRA, Coverdell ESA, Archer MSA or
HSA contributions or distributions, and pension distributions. You
must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account: Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint
account)
3. Custodian account of a minor
(Uniform Gift to Minors Act)
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
The actual owner of the account or,
if combined funds, the first
individual on the account 1
The minor 2
The grantor-trustee 1
The actual owner 1
5. Sole proprietorship or disregarded The owner
entity owned by an individual
3
6. Grantor trust filing under Optional The grantor
Form 1099 Filing Method 1 (see
Regulation section 1.671-4(b)(2)(i)(A))
*
For this type of account: Give name and EIN of:
7. Disregarded entity not owned by an
individual
The owner
8. A valid trust, estate, or pension trust Legal entity 4
9. Corporate or LLC electing
corporate status on Form 8832 or
Form 2553
10. Association, club, religious,
charitable, educational, or other
tax-exempt organization
The corporation
The organization
11. Partnership or multi-member LLC The partnership
12. A broker or registered nominee The broker or nominee
13. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
The public entity
14. Grantor trust filing under the Form The trust
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulation section 1.671-4(b)(2)(i)(B))
1
List first and circle the name of the person whose number you furnish. If only one person on a
joint account has an SSN, that person’s number must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name and you may also enter your business or “DBA” name on
the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you
have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the legal entity itself is not designated in the account
title.) Also see Special rules for partnerships on page 1.
* Note. Grantor also must provide a Form W-9 to trustee of trust.
Privacy Act Notice
Note. If no name is circled when more than one name is listed, the
number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information
such as your name, social security number (SSN), or other identifying
information, without your permission, to commit fraud or other crimes.
An identity thief may use your SSN to get a job or may file a tax return
using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a
notice from the IRS, respond right away to the name and phone number
printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
think you are at risk due to a lost or stolen purse or wallet, questionable
credit card activity or credit report, contact the IRS Identity Theft Hotline
at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Identity Theft Prevention
and Victim Assistance.
Victims of identity theft who are experiencing economic harm or a
system problem, or are seeking help in resolving tax problems that have
not been resolved through normal channels, may be eligible for
Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes.
Phishing is the creation and use of email and websites designed to
mimic legitimate business emails and websites. The most common act
is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access
information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report misuse
of the IRS name, logo, or other IRS property to the Treasury Inspector
General for Tax Administration at 1-800-366-4484. You can forward
suspicious emails to the Federal Trade Commission at: spam@uce.gov
or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT
(1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce
your risk.
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with
the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation
of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS,
reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District
of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies
to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to
file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a
TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Certification of Nonforeign Status by Entity Transferor of U.S. Real Property Interest
Internal Revenue Code Section 1445 provides that a transferee of a U.S. real property interest
must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Internal
Revenue Code Section 1445), the owner of a disregarded entity (which has legal title to a U.S.
real property interest under local law) will be the transferor of the property and not the
disregarded entity. To inform the transferee that the withholding of tax is not required upon the
disposition of a U.S. real property interest by ________________________ (the “Company”),
the undersigned hereby certifies the following on behalf of the Company:
1. The Company is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Treasury
Regulations);
2. The Company is not a disregarded entity as defined in Treasury Regulations Section
1.1445-2(b)(2)(iii);
3. The U.S. employer identification number of the Company is ___________________; and
4. The office address of the Company is:
___________________________________________
___________________________________________
___________________________________________
The Company understands that this certification may be disclosed to the Internal Revenue
Service by the transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification and to the best of my
knowledge and belief, it is true, correct, and complete and I further declare that I have authority
to sign this document on behalf of the Company.
________________________________________ Date: ____________________
Name:
Title:
16332918.10.BUSINESS

Exhibit D
Commitment Letter
16439551.17.BUSINESS D-1

NYI-4378475v10
EXECUTION VERSION
JEFFERIES FINANCE LLC BANK OF MONTREAL
520 Madison Avenue 115 South LaSalle Street, 35 th Fl. West
New York, New York 10022 Chicago, Illinois 60603
Lassonde Industries Inc.
755 Principale Street
Rougemont, QC J0L 1M0
CANADA
Attention: Guy Blanchette, Vice-President
and Chief Financial Officer
Ladies and Gentlemen:
COMMITMENT LETTER
Re: Clement Pappas and Company, Inc.
June 17, 2011
You have advised Jefferies Finance LLC (“Jefferies Finance”) and Bank of Montreal (“BMO”
and together with Jefferies Finance, “we,” “us” or the “Arrangers”) that Lassonde Industries Inc.
(“Lassonde” and, together with the Acquiror, “you”) intends to acquire (the “Acquisition”) through
Pomona Merger Corp., a newly-formed New Jersey subsidiary (the “Acquiror”), all of the issued and
outstanding capital stock of Clement Pappas and Company, Inc., a New Jersey corporation (the “Target”
and, together with its subsidiaries, the “Acquired Business”), from the “Former Shareholders,” as defined
in the Merger Agreement (the “Sellers”) and to refinance (together with any applicable prepayment
premium or fee, with the commitments thereunder being terminated, and all guarantees and security in
respect thereof being released) substantially all of the existing debt (the “Existing Debt”) of the Acquired
Business (the “Refinancing”). We understand that the Acquisition will be effected by means of a merger
(the “Merger”) of the Acquiror with and into the Target with the Target being the surviving entity of such
merger pursuant to a merger agreement, dated as of June 17, 2011 (as amended in accordance with the
terms of this Commitment Letter, and including all schedules and exhibits thereto, the “Merger
Agreement”), among you, the Acquired Business and the Sellers. Capitalized terms used but not defined
herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit.
You have advised us that the total purchase price for the Acquisition (including fees, OID,
commissions and expenses and the Refinancing) (the “Purchase Price”) will be approximately $403.8
million, and that the Purchase Price will be financed with:
(i) no borrowings under a $50.0 million senior secured asset-based
revolving credit facility having the terms set forth in Exhibit B hereto (the “Revolving Credit Facility”)
(other than up to an aggregate principal amount of not more than $25.0 million in addition to (i) any
required “flex” original issue discount and upfront fees and (ii) to the extent necessary, the cash

collateralization or the issuance of letters of credit to backstop any existing outstanding letters of credit of
the Acquired Business which will remain outstanding on the Closing Date),
(ii) $230.0 million under a senior secured term loan facility having the terms
set forth in Exhibit A hereto (the “Term Loan Facility” and, together with the Revolving Credit Facility,
the “Facilities”), and
(iii) (A) the direct or indirect contribution (the “Equity Contribution”) by
Lassonde and certain affiliates of Lassonde and/or Target reasonably satisfactory to us (it being
understood that the shareholders of the Target on the date hereof and Lassonde USA, Inc. and 3346625
Canada Inc. (the “Lassonde Investor”) are satisfactory to us) as common equity of Pappas Lassonde
Holdings, Inc. (the “Ultimate Parent”), the direct parent company of Pomona Holdings, Inc. (the
“Parent”), together with “reinvested” common equity of the Target contributed by certain of the Sellers,
of at least 37% of the pro forma total consolidated capitalization of the Acquired Business on the Closing
Date; provided that not less than 80% of the Equity Contribution shall be contributed, directly or
indirectly, by Lassonde and the Lassonde Investor as cash common equity, (B) the contribution by the
Ultimate Parent of the amount so received as cash common equity to the Parent in exchange for the
issuance to the Parent of all the common stock of the Parent and (C) the contribution by the Parent of the
amount so received as cash common equity to the Acquiror in exchange for the issuance to the Parent of
all the common stock of the Acquiror.
The transactions described in clauses (i) and (ii) above are referred to as the “Debt Financing” and,
together with the Acquisition, the Merger, the Refinancing and the Equity Contribution and the payment
of all related fees, commissions and expenses are collectively referred to as the “Transactions.” The
sources and uses for the financing of the Transactions are as set forth on Annex A hereto. The Acquiror
(and following the Acquisition, the Target and its subsidiaries) are referred to herein as the “Company.”
The closing date of the Transactions is referred to herein as the “Closing Date.” As used in this
Commitment Letter and the other Debt Financing Letters (as defined below), the words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
NYI-4378475v10
1. The Commitments.
Jefferies Finance is pleased to inform you that it hereby commits, directly or through one or more
of its affiliates, to provide (a) 55% of the Term Loan Facility and (b) none of the Revolving Credit
Facility. BMO is pleased to inform you that it hereby commits, directly or through one or more of its
affiliates, to provide (a) 45% of the Term Loan Facility and (b) 100% of the Revolving Credit Facility.
The commitments of Jefferies Finance and BMO are several and not joint.
The commitments described in this Section 1 are collectively referred to herein as the
“Commitments.” Our Commitments are, in each case, on the terms and subject to the conditions set forth
in (i) this letter (including the exhibits, schedules and annexes hereto, collectively, this “Commitment
Letter”) and (ii) the fee letter, dated as of the date hereof (the “Fee Letter” and, together with this
Commitment Letter, the “Debt Financing Letters”), among you and us. Notwithstanding anything to the
contrary in any Debt Financing Letter, the terms of this Commitment Letter are intended as an outline of
certain of the material provisions of the Facilities, but do not include all of the terms, covenants,
representations, warranties, default clauses and other provisions that will be contained in the definitive
documents relating to the Debt Financing, which shall be prepared by our respective counsel, except for
the Intercreditor Agreement (as defined in Exhibit A), which shall be prepared by Jones Day (collectively,
the “Definitive Debt Documents”); provided that there shall be no closing condition contained in the
Definitive Debt Documents that is not specifically set forth in Section 3 hereof or on Exhibit C to this
Commitment Letter. Those matters that are not covered or made clear in the Debt Financing Letters are
2

subject to mutual agreement of each of the parties hereto. No party hereto has been authorized by either
of us to make any oral or written statements or representations that are inconsistent with the Debt
Financing Letters.
2. Titles and Roles. As consideration for the Commitments, you hereby agree that you
hereby retain and will cause your respective affiliates to retain (a) Jefferies Finance or its affiliated
designee to act as the sole administrative agent, sole collateral agent, joint book-runner and joint lead
arranger for you and your affiliates in connection with the Term Loan Facility and as joint book runner,
joint lead arranger and sole syndication agent in connection with the Revolving Credit Facility and (b)
BMO or its affiliated designee to act as the sole administrative agent, sole collateral agent, joint bookrunner
and joint lead arranger for you and your affiliates in connection with the Revolving Credit Facility
and as joint book runner, joint lead arranger and sole syndication agent in connection with the Term Loan
Facility and, in each case, no other titles shall be awarded and no compensation and no other titles shall
be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters)
shall be paid in connection with the Facilities, unless mutually agreed. It is further agreed that (x)
Jefferies Finance shall have “left side” designation and shall appear on the top left in any marketing
materials or other documentation used in connection with the marketing of the Term Loan Facility and
shall hold the leading role and responsibilities associated with such designation, including maintaining
sole “physical books” and syndication rights in respect of the Term Loan Facility and (y) BMO shall have
“left side” designation and shall appear on the top left in any marketing materials or other documentation
used in connection with the marketing of the Revolving Credit Facility and shall hold the leading role and
responsibilities associated with such designation, including maintaining sole “physical books” and
syndication rights in respect of the Revolving Credit Facility.
3. Conditions Precedent. The closing of the Facilities, the making of the initial loans and
other extensions of credit under the Facilities on the Closing Date are conditioned solely upon satisfaction
or waiver by each Arranger of each of the following conditions: (i) since March 27, 2011 there shall not
have occurred a Material Adverse Effect (as defined below) and (ii) the other conditions expressly set
forth in Exhibit C to this Commitment Letter shall have been satisfied.
For purposes hereof, “Material Adverse Effect” means any effect, change, event, occurrence or
condition (whether or not constituting any breach of a representation, warranty, covenant or agreement set
forth in the Merger Agreement) that, individually or in the aggregate with all other effects, changes,
events, occurrences or conditions, has or would reasonably be expected to have a material adverse effect
upon the financial condition, business or results of operations of the Target and its Subsidiaries, taken as a
whole; provided, however, that any adverse effect, change, event, occurrence or condition arising from or
related to any of the following shall not be taken into account in determining whether a “Material Adverse
Effect” has occurred: (i) conditions generally affecting the United States economy or generally affecting
one or more industries in which the Target or its Subsidiaries operate, including changes in interest rates
or currency exchange rates; (ii) changes in the price of commodities or raw materials, including fruit or
concentrate, used in the business of the Target and its Subsidiaries; (iii) national or international political
conditions, including terrorism or the engagement by the United States in hostilities or acts of war; (iv)
financial, banking or securities markets (including any disruption thereof and any decline in the price of
any security or any market index); (v) changes in GAAP or other accounting requirements; (vi) changes
in any Laws or other binding directives issued by any Governmental Authority after the date of the
Merger Agreement; (vii) any action taken by a party to the Merger Agreement required by or in
accordance with the Merger Agreement; (viii) the announcement, pendency or completion of the
transactions contemplated by the Merger Agreement; (ix) any failure, in and of itself, by the Target or its
Subsidiaries to meet any internal or disseminated projections, forecasts or revenue or earnings predictions
for any period (it being understood that the facts and circumstances giving rise or contributing to such
failure may be taken into account in determining whether there has been a Material Adverse Effect); or
NYI-4378475v10
3

(x) any effect, change, event, occurrence or condition to the extent described on Schedule 3.7, Schedule
3.8, Schedule 3.11 or Schedule 5.3 of the Disclosure Letter; provided, however, that any effect, change,
event, occurrence or condition referred to in clause (i), (iii), (iv), (v) or (vi) may be taken into account in
determining whether there has been a Material Adverse Effect to the extent that such effect, change, event
or occurrence has a disproportionate adverse effect on the Target and its Subsidiaries, taken as a whole, as
compared to other participants in the industry in which the Target and its Subsidiaries operate (in which
case only the incremental disproportionate impact or impacts may be taken into account in determining
whether a Material Adverse Effect has occurred). References in the Merger Agreement to dollar amount
thresholds shall not be deemed to be evidence of a Material Adverse Effect or materiality or the lack
thereof).
For the purposes of this definition, “Target” shall have the meaning set forth in this Commitment
Letter. All other defined terms shall have the meaning set forth in the Merger Agreement.
Notwithstanding anything in the Debt Financing Letters (including each of the exhibits hereto or
thereto) to the contrary, (i) the only representations and warranties the accuracy of which shall be a
condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations
and warranties with respect to the Acquired Business in the Merger Agreement as are material to the
interests of the Lenders or the Arrangers, but only to the extent that you have (or your applicable affiliate
has) the right to terminate your (or its) obligations under the Merger Agreement as a result of a breach of
any such representations or warranties under the Merger Agreement (the “Merger Agreement
Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the
Definitive Debt Documents shall be in a form such that they do not impair availability of the Facilities on
the Closing Date if the conditions expressly set forth herein and in Exhibit C are satisfied (it being
understood that, to the extent any Collateral (other than to the extent that a lien on such Collateral may be
perfected (x) by the filing of a financing statement under the Uniform Commercial Code, (y) by the
delivery of stock certificates of the Borrower and its wholly-owned domestic subsidiaries or (z) by the
filing of a security agreement on the applicable form with the United States Patent and Trademark Office)
is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do
so, the perfection of such Collateral shall not constitute a condition precedent to the availability of the
Facilities on the Closing Date, but shall be required to be perfected within 30 days after the Closing Date
(subject to extensions granted by the Administrative Agent under the Term Loan Facility and by the
Administrative Agent under the Revolving Credit Facility, as applicable). For purposes hereof,
“Specified Representations” means the representations and warranties set forth in the Definitive Debt
Documents relating to corporate or other organizational existence, organizational power and authority (as
to execution, delivery and performance of the applicable Definitive Debt Documents), the due
authorization, execution, delivery and enforceability of the applicable Definitive Debt Documents,
solvency of the Borrower and its subsidiaries on a consolidated basis on the Closing Date, no conflicts of
the Definitive Debt Documents with charter documents or material laws, absence of material litigation,
Federal Reserve margin regulations, the Patriot Act, the Investment Company Act, status of the Senior
Facilities and the related guaranties as senior debt (to the extent applicable), and, subject to permitted
liens and the limitations set forth in the prior sentence, creation, validity and perfection of security
interests. This paragraph shall be referred to herein as the “Certain Funds Provision”.
NYI-4378475v10
4. Syndication.
(a) We reserve the right, at any time prior to or after execution of the definitive
documentation for the Facilities, to syndicate all or part of our Commitments to third parties identified by
us in consultation with you (collectively, the “Lenders”). Our Commitments shall be reduced dollar-fordollar
as and when corresponding commitments are received from any Lenders; provided that, no such
reduction shall relieve us of our obligation to fund on the Closing Date the portion of the Commitments
4

so reduced to the extent any Lender fails, upon satisfaction or waiver of all conditions to such Lender
making its initial extensions of credit on the Closing Date, to fund its Commitment on the Closing Date;
provided, further, that unless you agree in writing, we shall retain exclusive control over the rights and
obligations with respect to our Commitments in respect of the Facilities, including all rights with respect
to consents, modifications, supplements and amendments, until the Closing Date has occurred. We will
exclusively manage all aspects of any syndication in consultation with you, including decisions as to the
selection of prospective Lenders to be approached, when they will be approached, when their
commitments will be accepted, which prospective Lenders will participate, the allocation of the
commitments among the Lenders, and the amount and distribution of fees. To assist us in our syndication
efforts, you agree to prepare and provide (and to use your commercially reasonable efforts to cause the
Acquired Business to prepare and provide) promptly to us all customary information with respect to the
Company, its shareholders and affiliates, the Transactions and the other transactions contemplated hereby,
including such Projections (defined below) as we may reasonably request in connection with the
syndication of the Commitments; provided that, following the consummation of the Acquisition, you shall
cause the Acquired Business to prepare and provide us with such information.
(b) Each Arranger intends to commence its syndication efforts with respect to the
Facilities promptly upon execution of this Commitment Letter, and you agree to assist each Arranger
actively to complete a timely syndication of the Facilities that is reasonably satisfactory to us until the
date that is the earlier of (i) 120 days after the Closing Date and (ii) the date on which a Successful
Syndication (as defined in the Fee Letter) is achieved (such earlier date, the “Syndication Date”). Such
assistance shall include:
(i) using commercially reasonable efforts to ensure that each Arranger’s
efforts benefit materially from Lassonde’s and the Acquired Business’ existing lending and investment
banking relationships,
(ii) direct contact between Lassonde’s senior management, representatives
and advisors, on the one hand, and the senior management representatives and advisors of the proposed
Lenders, on the other hand (and (x) prior to the consummation of the Acquisition, your using
commercially reasonable efforts to cause, and (y) thereafter, to cause direct contact between senior
management, representatives and advisors of the Acquired Business, on the one hand, and the senior
management representatives and advisors of the proposed Lenders, on the other hand),
(iii) Lassonde’s assistance (and (x) prior to the consummation of the
Acquisition, your using commercially reasonable efforts to cause, and (y) thereafter, to cause the
Acquired Business to assist) in the preparation of one or more confidential information memoranda (each,
a “Confidential Information Memorandum”), and other marketing materials to be used in connection
with the syndication of our Commitments (together with all Confidential Information Memoranda, the
“Materials”),
(iv) the provision to each Arranger of copies of any due diligence reports or
memoranda prepared at your direction or any of your affiliates by legal, accounting, tax or other third
party advisors in connection with the Acquisition, subject to the delivery by each Arranger to you of
customary non-disclosure agreements as shall be reasonably requested,
(v) obtaining, not less than 20 consecutive business days prior to the Closing
Date, a monitored public corporate rating and a monitored public corporate family rating for the Target
from each of Standard & Poor’s Financial Services LLC, a subsidiary of the McGraw-Hill Companies,
Inc. (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and monitored public
facility ratings from each of S&P and Moody’s for the Term Loan Facility,
NYI-4378475v10
5

(vi) your causing each Arranger to receive for distribution to the prospective
Lenders, at least five business days prior to the Closing Date, a copies of the definitive credit agreements
with respect to each of the Facilities, each in the form agreed to by the Arrangers and the Borrower; and
(vii) the hosting, with each Arranger, of meetings with prospective Lenders at
such times and in such places as mutually agreed.
(c) You agree, at the request of an Arranger, to assist in the preparation of a version
of any Materials consisting exclusively of information and documentation that is either (i) publicly
available or (ii) not material with respect to the Company or any of its securities for purposes of United
States federal and state securities laws (such information and Materials, “Public Information”). In
addition, you agree that, unless specifically labeled “Private – Contains Non-Public Information,” no
Materials disseminated to potential Lenders in connection with the syndication of the Facilities, whether
through an Internet website, electronically, in presentations, at meetings or otherwise, will contain any
Material Non-Public Information (as defined below). Any information and documentation that is not
Public Information is referred to herein as “Material Non-Public Information.” You acknowledge and
agree that the following documents contain and shall contain solely Public Information (unless you notify
us promptly that any such document contains Material Non-Public Information): (i) drafts and final
Definitive Debt Documents with respect to the Facilities, (ii) administrative materials prepared by an
Arranger for prospective Lenders (including Lender meeting invitations, Lender allocations, if any, and
funding and closing memoranda), and (iii) notification of changes in the terms of the Facilities.
(d) You agree that all Materials and Information (as defined below) (including draft
and execution versions of the Definitive Debt Documents and draft or final offering materials relating to
contemporaneous or prior securities issuances by the Company) may be disseminated in accordance with
our standard syndication practices (including through hard copy and via one or more internet sites
(including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions).
Without limiting the foregoing, you authorize, and will obtain contractual undertakings from the Acquired
Business and Lassonde to authorize, the use of your and its logos in connection with any such
dissemination. You further agree that, at its expense, either Arranger may place advertisements in
financial and other newspapers and periodicals or on a home page or similar place for dissemination of
information on the Internet or worldwide web as such Arranger may choose, and circulate similar
promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise,
containing information customarily included in such advertisements and materials, including (i) the
names of the Company and its affiliates (or any of them), (ii) the Arrangers and our affiliates’ titles and
roles in connection with the Transactions, and (iii) the amount, type and closing date of such
Transactions.
5. Information. You represent, warrant and covenant that (and, with respect to the Target
and its subsidiaries, to your knowledge that):
(a) all written information and data other than the Projections and information of a
general economic or industry-specific nature (including the Materials, the “Information”) that has been or
will be made available to us by or on behalf of you or the Acquired Business or any of your or its
respective representatives is or will be, when furnished, complete and correct in all material respects,
(b) none of the Information shall, when furnished or on the Closing Date and when
taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein not misleading in light of the circumstances under which such
statements are made, and
NYI-4378475v10
6

(c) all projections and other forward-looking information that have been or will be
made available to either Arranger by or on behalf of you or the Acquired Business or any of your or their
respective representatives (collectively, the “Projections”) have been or will be prepared in good faith
based upon (i) accounting principles consistent with the most recent historical audited financial
statements of the Acquired Business and (ii) assumptions that are reasonable at the time made and at the
time the related Projections are made available to such Arranger (it being understood that any such
Projections are subject to significant uncertainties and contingencies, many of which are beyond your
control, that no assurance can be given that any particular Projections will be realized, that actual results
may differ and that such differences may be material).
You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you
become aware that any of the representations and warranties in the preceding sentence would be incorrect
in any material respect if the Information or Projections were then being furnished and such
representations and warranties were then being made, you shall, at such time, supplement promptly such
Information and/or Projections, as the case may be, in order that such representations and warranties will
be correct under those circumstances.
You shall be solely responsible for Information, including the contents of all Materials. We (i)
will be relying on Information and data provided by or on behalf of you or the Acquired Business or any
of your or its representatives or otherwise available from generally recognized public sources, without
having independently verified the accuracy or completeness of the same, (ii) do not assume responsibility
for the accuracy or completeness of any such Information and data and (iii) will not make an appraisal of
your assets or liabilities or the Acquired Business (other than the contemplated inventory appraisals).
You shall (i) furnish each Arranger with all Information and data that it may reasonably request in
connection with its activities on behalf of you and your affiliates and (ii) provide each Arranger full
access, as reasonably requested, to your respective officers, directors, employees and professional
advisors and use commercially reasonable efforts to provide each Arranger full access, as reasonably
requested, to those of the Acquired Business; provided that, following the consummation of the
Acquisition, you shall cause the Acquired Business to provide each Arranger full access, as reasonably
requested, to such persons or entities.
6. Clear Market. You agree that, from the date hereof until the earlier of (a) the date on
which a Successful Syndication has been achieved, provided such date shall not be earlier than the
Closing Date and (b) the date that is 120 days after the Closing Date (the earlier of (a) or (b), the “Clear
Market Period”), you and your affiliates will not, and prior to the Closing Date, you will include a
covenant by the Acquired Business in the Merger Agreement that it will not, and after the Closing Date
you will not permit the Acquired Business to, directly or indirectly, (i) syndicate, place, sell or issue, (ii)
attempt or offer to syndicate, place, sell or issue, (iii) announce or authorize the announcement of the
syndication, placement, sale or issuance of, or (iv) engage in discussions concerning the syndication,
placement, offering, sale or issuance of, any debt facility, or debt, equity-linked or equity security of you,
the Acquired Business or any of your or its respective affiliates (other than the financings included in the
Transactions and financings for other unrelated portfolio companies of Lassonde or funds affiliated with
Lassonde), including any renewals or refinancings of any existing debt facility, without each Arranger’s
prior written consent, which may be given or withheld in such Arranger’s sole discretion.
7. Fees and Expenses. As consideration for the Commitments and our other undertakings
hereunder, you hereby agree to pay or cause to be paid to each Arranger for its own account the fees,
expenses and other amounts set forth in the Debt Financing Letters when due and payable.
8. Indemnification and Waivers. As consideration for the Commitments and our other
undertakings hereunder, you agree to the provisions with respect to indemnification, waivers and other
NYI-4378475v10
7

matters contained in Annex B hereto, which is hereby incorporated by reference in this Commitment
Letter.
9. Confidentiality. This Commitment Letter is delivered to you on the understanding that
neither the existence of this Commitment Letter or any other Debt Financing Letter nor any of their terms
or substance will be disclosed, directly or indirectly, to any other person or entity except (a) as required
by applicable law or compulsory legal process (in which case you agree to inform each Arranger
promptly thereof and to cooperate with us in securing a protective order in respect thereof to the extent
lawfully permitted to do so), (b) to the Acquiror’s and Lassonde’s respective officers, directors,
employees, attorneys, accountants and advisors on a confidential and need-to-know basis and only in
connection with the Transactions, (c) the existence of this Commitment Letter may be disclosed (but not
the contents of this Commitment Letter or the Fee Letter) to rating agencies in connection with their
review of the Facilities or the Company, (d) the information contained in this Commitment Letter (but not
that contained in the Fee Letter) may be disclosed in any Confidential Information Memorandum or in
connection with the syndication of the Facilities, and (e) this Commitment Letter (but not any other Debt
Financing Letter) may be disclosed to the Acquired Business, the Sellers and their respective officers,
directors, employees, attorneys, accountants and advisors, in each case on a confidential and need-toknow
basis and only in connection with the Transactions. You may also disclose, on a confidential basis,
the aggregate amount of fees payable under the Fee Letter as part of a generic disclosure regarding
sources and uses (but without disclosing any specific fees set forth therein) in connection with the
syndication of the Facilities.
Notwithstanding anything herein to the contrary, you and we (and any of your and each of our
respective employees, representatives or other agents) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Debt
Financing Letters and all materials of any kind (including opinions or other tax analyses) that are
provided to you or us relating to such tax treatment and tax structure, except that (i) tax treatment and tax
structure shall not include the identity of any existing or future party (or any affiliate of such party) to any
Debt Financing Letter, and (ii) neither you nor we shall disclose any information relating to such tax
treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with
applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by the
Debt Financing Letters is the purported or claimed U.S. federal income tax treatment of such transactions
and the tax structure of such transactions is any fact that may be relevant to understanding the purported
or claimed U.S. federal income tax treatment of such transactions.
NYI-4378475v10
10. Conflicts of Interest. You acknowledge and agree that:
(a) each of us and/or each of our respective affiliates and subsidiaries (collectively,
the “Arranger Group”), in each of our and their respective capacities as principal or agent are involved in
a wide range of commercial banking and investment banking activities globally (including investment
advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting
interests or duties may arise and, therefore, conflicts may arise between (i) our interests and duties
hereunder and (ii) the duties or interests or other duties or interests of another member of the Arranger
Group,
(b) each Arranger and any other member of the Arranger Group may, at any time,
(i) provide services to any other person, (ii) engage in any transaction (on each of our or its own account
or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any
matter for any other person whose interests may be adverse to you or any member of your group (a
“Third Party”), and may retain for our or its own benefit any related remuneration or profit,
notwithstanding that a conflict of interest exists or may arise and/or any member of the Arranger Group is
8

in possession or has come or comes into possession (whether before, during or after the consummation of
the transactions contemplated hereunder) of information confidential to you; provided that such
confidential information shall not be shared with, or used by, either of us or any other member of the
Arranger Group in performing services or providing advice to any Third Party; it being understood that no
member of the Arranger Group will act as sell-side advisor to the Acquired Business or the Sellers in
connection with the Transactions. You accept that permanent or ad hoc arrangements/information
barriers may be used between and within either of our divisions or divisions of other members of the
Arranger Group for this purpose and that locating directors, officers or employees in separate workplaces
is not necessary for such purpose,
(c) information that is held elsewhere within either Arranger or the Arranger Group,
but of which none of the individual directors, officers or employees having primary responsibility for the
consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or
can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken
into account in determining our responsibilities to you hereunder,
(d) neither Arranger nor any other member of the Arranger Group shall have any
duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of
providing services to any other person, engaging in any transaction (on our or its own account or
otherwise) or otherwise carrying on our or its business,
(e) (i) neither Arranger nor any of its affiliates has assumed any advisory
responsibility or any other obligation in favor of the Company or any of its affiliates except (A) the
obligations expressly provided for under the Debt Financing Letters and (B) the advisory services
described in that certain Engagement Letter between Jefferies & Company, Inc. and Lassonde dated as of
April 21, 2011, (ii) each Arranger and its affiliates, on the one hand, and the Company and its affiliates,
on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise
to, nor does the Company or any of its affiliates rely on, any fiduciary duty on the part of either Arranger
or any of our affiliates and (iii) each Arranger is (and is affiliated with) full service financial firms and as
such may effect from time to time transactions for its own account or the accounts of their customers, and
hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be
the subject of the transactions contemplated by this Commitment Letter (and, in particular, each Arranger
and any other member of the Arranger Group may at any time hold debt or equity securities for our or its
own account in the Company, Lassonde or their respective affiliates). With respect to any securities
and/or financial instruments so held by either Arranger, any of its affiliates or any of our respective
customers, all rights in respect of such securities and financial instruments, including any voting rights,
will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the
fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or
alleged breach of fiduciary duty or (ii) any conflict of interest arising from such transactions, activities,
investments or holdings, or arising from our failure or the failure of any of our affiliates to bring such
transactions, activities, investments or holdings to your attention, and
(f) neither Arranger nor any of its affiliates is advising you as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own
advisors concerning such matters and shall be responsible for making your own independent investigation
and appraisal of the transactions contemplated by the Debt Financing Letters, and neither Arranger nor
any of its affiliates shall have responsibility or liability to you with respect thereto. Any review by either
Arranger, or on our behalf, of the Company, the Transactions, the other transactions contemplated by the
Debt Financing Letters or other matters relating to such transactions will be performed solely for our
benefit and shall not be on behalf of you or any of your affiliates.
NYI-4378475v10
9

11. Choice of Law; Jurisdiction; Waivers. The Debt Financing Letters shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to conflict of law
principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). To the
fullest extent permitted by applicable law, you hereby irrevocably submit to the exclusive jurisdiction of
any New York State court or federal court sitting in the County of New York and the Borough of
Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of
any Debt Financing Letter and irrevocably agree that all claims in respect of any such claim, suit, action
or proceeding may be heard and determined in any such court and that service of process therein may be
made by certified mail, postage prepaid, to your address set forth above. You and each of us hereby
waives, to the fullest extent permitted by applicable law, any objection that you or either of us may now
or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such
court, and any claim that any such claim, suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. You and each of us hereby waives, to the fullest extent permitted by
applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding (whether
based upon contract, tort or otherwise) arising out of or relating to the Debt Financing Letters, any of the
Transactions or any of the other transactions contemplated hereby or thereby. In addition, you hereby
waive, to the fullest extent permitted by applicable law, any right to seek specific performance against
either of us or any of our affiliates with respect to any transaction contemplated hereby or under any other
Debt Financing Letter. The provisions of this Section 11 are intended to be effective upon the execution
of this Commitment Letter without any further action by you, and the introduction of a true copy of this
Commitment Letter into evidence shall be conclusive and final evidence as to such matters.
NYI-4378475v10
12. Miscellaneous.
(a) This Commitment Letter may be executed in one or more counterparts, each of
which will be deemed an original, but all of which taken together will constitute one and the same
instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other
electronic transmission will be effective as delivery of a manually executed counterpart hereof.
(b) You may not assign any of your rights, or be relieved of any of your obligations,
under this Commitment Letter without the prior written consent of each Arranger, which may be given or
withheld in its sole discretion (and any purported assignment without such consent, at our sole option,
shall be null and void). Each of us may at any time and from time to time assign all or any portion of our
respective Commitments hereunder to one or more of our affiliates or to one or more Lenders, whereupon
we shall be released from the portion of such Commitments hereunder so assigned; provided that such
assignment shall not relieve us of our obligation to fund on the Closing Date the portion of such
Commitments so assigned to the extent such assignee fails, upon satisfaction or waiver of all conditions to
such assignee making its initial extensions of credit on the Closing Date, to fund such assigned
Commitments on the Closing Date. Any and all obligations of, and services to be provided by, each of us
hereunder (including the Commitments) may be performed, and any and all of our rights hereunder may
be exercised, by or through any of our affiliates or branches and we reserve the right to allocate, in whole
or in part, to our affiliates or branches certain fees payable to us in such manner as we and our affiliates
may agree in our and their sole discretion. You further acknowledge that we may share with any of our
affiliates, and such affiliates may share with us, any information relating to the Transactions, you, the
Acquired Business or Lassonde (and your and their respective affiliates), or any of the matters
contemplated in the Debt Financing Letters.
(c) This Commitment Letter has been and is made solely for the benefit of you, each
of us and the indemnified persons (as defined in Annex B hereto) and your, each of our and their
respective successors and assigns, and nothing in this Commitment Letter, expressed or implied, is
10

intended to confer or does confer on any other person or entity any rights or remedies under or by reason
of this Commitment Letter or your and each Arranger’s agreements contained herein.
(d) The Debt Financing Letters set forth the entire understanding of the parties hereto
as to the scope of the Commitments and our obligations hereunder and thereunder. The Debt Financing
Letters supersede all prior understandings and proposals with respect to such Commitments and
obligations, whether written or oral between or among either of us and you.
(e) You acknowledge that each Arranger and its affiliates may be arranging or
providing (or contemplating arranging or providing) a committed form of acquisition financing to other
potential purchasers of the Acquired Business and that, in such capacity, we and our affiliates may
acquire information about the Acquired Business, the Acquisition, and such other potential purchasers
and their strategies and proposals, but that nonetheless neither we nor our affiliates shall have any
obligation to disclose to you or your affiliates the substance of such information or the fact that we or our
affiliates are in possession thereof.
(f) You agree that each of us or any of our affiliates may disclose information about
the Transactions to market data collectors and similar service providers to the financing community.
(g) We hereby notify you and, upon its becoming bound by the provisions hereof,
each other Credit Party (as defined in Exhibit A hereto), that pursuant to the requirements of the USA
PATRIOT Act, Pub. L. 107-56 (signed into law October 26, 2001) (as amended from time to time, the
“Patriot Act”), either of us and each Lender may be required to obtain, verify and record information that
identifies the Credit Parties, which information includes the name, address, tax identification number and
other information regarding the Credit Parties that will allow the Arrangers or such Lender to identify the
Credit Parties in accordance with the Patriot Act. This notice is given in accordance with the
requirements of the Patriot Act and is effective as to each of us and each Lender. You agree that we shall
be permitted to share any or all such information with the Lenders.
13. Amendment; Waiver. This Commitment Letter may not be modified or amended except
in a writing duly executed by the parties hereto. No waiver by any party of any breach of, or any
provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or
provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a
waiver must be set forth in writing signed by the waiving party and must specifically refer to this
Commitment Letter and the breach or provision being waived.
14. Credit Parties to Become Party. On the Closing Date, you shall cause the Borrower and
the other Credit Parties to assume from you, on a joint and several basis, effective upon the closing of the
Acquisition, any and all of your duties, responsibilities and obligations under Section 8 hereof and
Annex B hereto with respect to Losses to which any indemnified person, directly or indirectly, may
become subject arising out of, relating to, resulting from or otherwise in connection with the Debt
Financing, the use of the proceeds therefrom, the Transactions, any of the other transactions contemplated
by the Debt Financing Letters, or any Claim directly or indirectly arising out of, relating to, resulting from
or otherwise in connection with any of the foregoing (following which you shall only have further rights,
obligations or duties under such Section with respect to Losses to which any indemnified person, directly
or indirectly, may become subject arising out of, relating to, resulting from or otherwise in connection
with the Debt Financing Letters, or any Claim directly or indirectly arising out of, relating to, resulting
from or otherwise in connection the Debt Financing Letters; it being the intention hereby that
immediately following such assumption you will have no liability or other obligation under the Definitive
Debt Documents). Terms used in this Section 14 and defined in Annex B hereto shall have the meanings
referred to therein.
NYI-4378475v10
11

15. Surviving Provisions. Notwithstanding anything to the contrary in this Commitment
Letter: (i) Sections 7 to and including 16 hereof shall survive the expiration or termination of this
Commitment Letter, regardless of whether the Definitive Debt Documents have been executed and
delivered or the Transactions consummated, and (ii) Sections 2 and 4 to and including 14 hereof shall
survive execution and delivery of the Definitive Debt Documents and the consummation of the
Transactions.
16. Acceptance, Expiration and Termination. Please indicate your acceptance of the terms of
the Debt Financing Letters by returning to each of us executed counterparts of the Debt Financing Letters
not later than 5:00 p.m., New York City time, on June 20, 2011 (the “Deadline”). The Debt Financing
Letters are conditioned upon your contemporaneous execution and delivery to each of us, and the
contemporaneous receipt by each of us, of executed counterparts of each Debt Financing Letter on or
prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not
returned such executed counterparts to us by such time. Thereafter, except with respect to any provision
that expressly survives pursuant to Section 14, this Commitment Letter (but not the other Debt Financing
Letters) will terminate automatically on the earliest of (i) the date of termination of the Merger Agreement
or abandonment of the Acquisition, (ii) the closing of the Acquisition, (iii) the acceptance by the Target or
any of its affiliates (or any of their respective equityholders) of an offer for all or any substantial part of
the capital stock or property and assets of the Acquired Business (or any parent company thereof) other
than as part of the Transactions and (iv) 5:00 p.m., New York City time, on August 15, 2011; provided
that if the term of the Merger Agreement is extended to a date later than August 15, 2011 (the “Extension
Date”) (including by mutual consent of the parties thereto, which shall not require consent of the
Arrangers or the Lenders) of the Merger Agreement, this Commitment Letter shall terminate at 5:00 p.m.
on the earlier of (x) the Extension Date and (y) September 23, 2011.
NYI-4378475v10
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12

NYI-4378475v10
ANNEX A TO COMMITMENT LETTER
SOURCES AND USES OF FUNDS
($ millions)
SOURCES USES
Term Loan Facility $230.0 Cash purchase price of Acquired
Business
Annex A-1
$390.0
Lassonde Equity Contribution $121.0 Fees and Expenses $13.8
Pappas Reinvestment $29.0
Revolving Loan Facility $23.8
Total Sources $403.8 Total Uses $403.8
The $50.0 million Revolving Credit Facility will be undrawn on the Closing Date (other than an
aggregate principal amount of not more than $25.0 million in addition to (i) any required OID (as defined
in the Fee Letter) payable pursuant to the Fee Letter and (ii) to the extent necessary, the cash
collateralization or the issuance of letters of credit to backstop any existing outstanding letters of credit of
the Acquired Business which will remain outstanding on the Closing Date). No Incremental Term Loans
(as defined in Exhibit A) will be made on the Closing Date.
* * *

NYI-4378475v10
ANNEX B TO COMMITMENT LETTER
INDEMNIFICATION AND WAIVER
Except as otherwise defined in this Annex B, capitalized terms used but not defined herein have
the meanings assigned to them elsewhere in this Commitment Letter.
Lassonde (“you”) hereby agrees (i) to indemnify and hold harmless Jefferies Finance LLC, Bank
of Montreal (collectively, “we,” “us” or the “Arrangers”), the Lenders in the Debt Financing and each of
our and their respective affiliates and subsidiaries (including Jefferies & Company, Inc. (“Jefco”)) and
each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors,
agents, representatives, attorneys-in-fact and controlling persons of each of the foregoing (each, an
“indemnified person”) from and against any and all losses, claims, damages and liabilities (collectively,
“Losses”) to which any such indemnified person, directly or indirectly, may become subject arising out
of, relating to, resulting from or otherwise in connection with the Debt Financing Letters, the Debt
Financing, the use of the proceeds therefrom, the Transactions, any of the other transactions contemplated
by the Debt Financing Letters, or any action, claim, suit, litigation, investigation, inquiry or proceeding
(each, a “Claim”) directly or indirectly arising out of, relating to, resulting from or otherwise in
connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR
SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON), regardless of whether any indemnified
person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third
party and (ii) to reimburse each indemnified person upon demand at any time and from time to time for
all out-of-pocket legal and other expenses incurred by it in connection with investigating, preparing to
defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect
to, any Claim, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection
with any of the foregoing (including in connection with the enforcement of the indemnification
obligations and waivers set forth in this Annex B); provided, however, that no indemnified person will be
entitled to indemnity hereunder in respect of any Loss to the extent that it is found by a final, nonappealable
judgment of a court of competent jurisdiction that such Loss resulted solely and directly from
the gross negligence or willful misconduct of such indemnified person. In addition, in no event will any
indemnified person be liable for consequential, special, exemplary, punitive or indirect damages
(including any loss of profits, business or anticipated savings), whether, directly or indirectly, as a result
of any failure to fund all or any portion of the Debt Financing or otherwise arising out of, relating to,
resulting from or otherwise in connection with the Debt Financing or arising out of, relating to, resulting
from or otherwise in connection with any Claim or otherwise. In addition, no indemnified person will be
liable for any damages arising from the use by unauthorized persons of Information, Projections or other
Materials sent through electronic, telecommunications or other information transmission systems that are
intercepted or otherwise obtained by such persons.
You shall not settle or compromise or consent to the entry of any judgment in or otherwise seek
to terminate any pending or threatened Claim in which any indemnified person is or could be a party and
as to which indemnification or contribution could have been sought by such indemnified person
hereunder whether or not such indemnified person is a party to any Debt Financing Letter, unless (i) such
indemnified person and each other indemnified person from which such indemnified person could have
sought indemnification or contribution have given their prior written consent, which may be given or
withheld in their sole discretion or (ii) the settlement, compromise, consent or termination includes an
express unconditional release of all indemnified persons and their respective affiliates from all Losses,
directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with such
Claim.

If for any reason (other than the gross negligence or willful misconduct of an indemnified person
as provided above) the foregoing indemnity is unavailable to an indemnified person or insufficient to hold
an indemnified person harmless, then you to the fullest extent permitted by law, shall contribute to the
amount paid or payable by such indemnified person as a result of such Losses in such proportion as is
appropriate to reflect the relative benefits received by you, on the one hand, and by the applicable
Arranger, on the other hand, from the Transactions or, if allocation on that basis is not permitted under
applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by
you, on the one hand, and us, on the other hand, but also the relative fault of you, on the one hand, and us,
on the other hand, as well as any relevant equitable considerations. Notwithstanding the provisions
hereof, the aggregate contribution of all indemnified persons to all Losses shall not exceed the portion of
the amount of the Underwriting and Arrangement Fees (as defined in the Fee Letter) received or
contemplated to be received by such Arranger pursuant to the Fee Letter. For the purposes of this
paragraph, it is hereby further agreed that (i) the relative benefits to you, on the one hand, and each
Arranger, on the other hand, with respect to the Transactions shall be deemed to be in the same proportion
as (x) the total value paid or received or contemplated to be paid or received by you, your equityholders
and/or your or their respective affiliates, as the case may be, in the Transactions, whether or not the
Transactions are consummated, bears to (y) the portion of the Underwriting and Arrangement Fees paid
or contemplated to be paid to such Arranger under the Fee Letter and (ii) the relative fault of you, on the
one hand, and each of us, on the other hand, with respect to the Transactions shall be determined by
reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by you, any of your
affiliates and/or any of your or their respective officers, directors, partners, trustees, employees, affiliates,
shareholders, advisors, agents, representatives, attorneys-in-fact and controlling persons (collectively, the
“Lassonde Group”) or by either of us, as well as your and each of our relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
In addition, you shall reimburse the indemnified persons for all expenses (including fees and
expenses of internal and external counsel), as incurred, in connection with investigating, preparing,
defending or settling any Claim for which indemnification or contribution may be sought by the
indemnified person, whether or not any indemnified person is a named party thereto or whether such
Claim is brought by you, any of your affiliates or a third party.
The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in
addition to any liability you may have to any indemnified person at law, in equity or otherwise, (ii) shall
survive the expiration or termination of the Debt Financing Letters (notwithstanding any other provision
of any Debt Financing Letter or the Definitive Debt Documents), (iii) shall apply to any modification,
amendment, waiver or supplement of our and any of our affiliates’ commitment and/or engagement, (iv)
shall remain operative and in full force and effect regardless of any investigation made by or on behalf of
us or any other indemnified person and (v) shall be binding on any successor or assign of you and the
successors or assigns to any substantial portion of your business and assets.
* * *
NYI-4378475v10 2

NYI-4378475v10 3
EXHIBIT A TO COMMITMENT LETTER
SUMMARY OF TERMS OF TERM LOAN FACILITY
Set forth below is a summary of certain of the terms of the Term Loan Facility and the
documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit A have
the meanings set forth elsewhere in this Commitment Letter.
I. Parties
Borrower...............................................After giving effect to the Acquisition (as defined below),
Clement Pappas and Company, Inc., a New Jersey
corporation (the “Borrower”).
Guarantors ...........................................Pomona Holdings, Inc., a Delaware corporation, which is
the direct parent company of the Borrower (the
“Parent”), and each of its direct and indirect subsidiaries
(other than any subsidiary that is a “controlled foreign
corporation,” within the meaning of section 957 of the
United States Tax Code (a “CFC”) to the extent making
such CFC a guarantor would result in material adverse
tax consequences to the Borrower) (collectively, the
“Guarantors”; the Borrower and the Guarantors,
collectively, the “Credit Parties”, with each being a
“Credit Party”).
Joint Lead Arrangers and Book Jefferies Finance LLC (“Jefferies Finance”) and/or one
Runners .......................................... or more of its designees and Bank of Montreal (“BMO”)
and/or one or more of its designees (in such capacities,
each an “Arranger” and, together, the “Arrangers”). The
Arrangers will perform the duties customarily associated
with such role.
Sole Syndication Agent........................BMO and/or one or more of its designees (in such
capacity, the “Syndication Agent”).
Administrative Agent...........................Jefferies Finance and/or one or more of its designees (in
such capacity, the “Administrative Agent”). The
Administrative Agent will perform the duties customarily
associated with such role.
Collateral Agent ...................................Jefferies Finance and/or one or more of its designees (in
such capacity, the “Collateral Agent”). The Collateral
Agent will perform the duties customarily associated
with such role.
Lenders .................................................A syndicate of banks, financial institutions and other
entities (the “Lenders”) arranged by Jefferies Finance in
consultation with the Borrower.

Closing Date..........................................The date, on or before the date on which the Term Loan
Commitments are terminated in accordance with Section
15 of the Commitment Letter, on which the Acquisition
is consummated and the funding of the Term Loans
occurs (the “Closing Date”).
Term Loan Documents........................The definitive documentation governing or evidencing
the Term Loan Facility (collectively, the “Term Loan
Documents”).
II. Types and Amounts of Facilities
Term Loan Facility ..............................A six-year term loan facility (the “Term Loan Facility”)
in an aggregate principal amount equal to $230.0 million
(the loans thereunder, the “Term Loans”). The full
amount of the Term Loan Facility shall be drawn in a
single drawing on the Closing Date (subject to the
Incremental Term Loans set forth below). Amounts
borrowed under the Term Loan Facility that are repaid or
prepaid may not be reborrowed.
NYI-4378475v10 4
The Term Loan Facility will mature on the date that is six
years after the Closing Date and will amortize in equal
quarterly installments in aggregate annual amounts equal
to 1.0% of the original principal amount of the Term
Loan Facility, with the balance payable on the sixth
anniversary of the Closing Date.
Use of Proceeds...............................The proceeds of the Term Loans borrowed on the
Closing Date will be used to finance, in part, the
acquisition (the “Acquisition”) of Clement Pappas and
Company, Inc., a New Jersey corporation (the “Target”),
to finance the refinancing of the existing indebtedness of
the Target and pay fees and expenses in connection with
the foregoing.
Incremental Term Loans.....................The Borrower shall have the right to increase the size of
the Term Loan Facility in a minimum amount to be
mutually agreed and up to a maximum amount to be
mutually agreed, (such new loans, “Incremental Term
Loans”); unless the context otherwise requires,
references in this Term Sheet to the Term Loan Facility
shall be deemed to include a reference to the Incremental
Term Loans), at any time after the Closing Date, from
willing Lenders and/or eligible assignees, subject to
certain requirements, including, (i) there shall be no
default or event of default before, or after giving effect
to, any such proposed Incremental Term Loans, (ii) the
Borrower shall be in pro forma compliance with each of
the financial maintenance covenants on the date of
incurrence and for the most recent determination period
after giving effect to any such Incremental Term Loans

NYI-4378475v10 5
and other customary and appropriate adjustment events
(including pro forma compliance with the lesser of (x)
the total leverage ratio on the Closing Date and (y) the
then applicable maximum total leverage ratio covenant
(assuming, for purposes of pro forma compliance with
the maximum total leverage financial covenant, that the
maximum total leverage ratio permitted at such time was
0.25 to 1.0 below the ratio actually required to be
maintained at such time)), (v) no Incremental Term Loan
shall have a maturity that is earlier than the Term Loan
Facility or shall have a weighted average life to maturity
that is shorter than the Term Loan Facility, (vi) the initial
yield (to be defined to include all applicable margin,
interest rate floors, upfront fees, original issue discount
and similar yield related discounts, deductions or
payments) on each such Incremental Term Loan shall be
no greater than 0.25% per annum higher than the margin
for the Term Loan Facility (or, if such initial yield
exceeds such margin, such margin shall automatically be
increased to equal such initial yield), (vii) the
representations and warranties shall be true and correct in
all material respects immediately prior to, and after
giving effect to, the incurrence of each such Incremental
Term Loan, (viii) the Incremental Term Loans shall share
ratably in any mandatory prepayments of the Term Loan
Facility, (ix) the terms of the Incremental Term Loans
shall otherwise be reasonably satisfactory in all respects
to the Administrative Agent and (x) the terms of the
Incremental Term Loans shall be otherwise identical to
the terms of the Term Loan Facility.
The Administrative Agent shall be permitted to effect
such amendments to the Term Loan Documents as may
be necessary or appropriate to give effect to the
foregoing, including conforming amendments (which
may be in the form of an amendment and restatement).
The Borrower may seek commitments in respect of the
Incremental Term Loans from existing Lenders (each of
which shall be entitled to agree or decline to participate
in its sole discretion) and additional banks, financial
institutions and other institutional lenders or investors
who will become Lenders in connection therewith
(“Additional Lenders”); provided that the Administrative
Agent shall have consent rights (not to be unreasonably
withheld) with respect to such Additional Lender, if such
consent would be required under the heading
“Assignments and Participations” for an assignment of
loans or commitments, as applicable, to such Additional
Lender).

III. Certain Payment Provisions
Fees and Interest Rates........................As set forth on Annex A hereto.
Optional Prepayments and
Commitment Reductions ..............Subject to the terms of the Intercreditor Agreement,
optional prepayments of borrowings under the Term
Loan Facility and optional reductions of the unutilized
portion of the commitments under the Term Loan
Facility will be permitted at any time, in minimum
principal amounts to be agreed, without premium or
penalty, subject to (i) payment of any amounts provided
for below in this Exhibit A under the captions “Soft Call
on Term Loans” and (ii) reimbursement of the Lenders’
redeployment costs in the case of a prepayment of
Eurodollar Loans other than on the last day of the
relevant interest period (which costs shall be computed
without regard to the Applicable Margin). Voluntary
prepayments of the Term Loan Facility shall be applied
to scheduled amortization payments as directed by the
Borrower.
Mandatory Prepayments and
Commitment Reductions ..............Subject to the Intercreditor Agreement, the following
amounts will be applied to prepay the Term Loans:
NYI-4378475v10 6
50% of the net proceeds of any sale or issuance of
equity by, or capital contribution to, the Parent (with
exceptions to be agreed upon);
100% of the net proceeds of any incurrence of
indebtedness after the Closing Date by the Parent or
any of its subsidiaries (other than purchase money
indebtedness and other exceptions to be agreed
upon);
100% of the net proceeds of any non-ordinary course
sale or other disposition of assets by the Parent or
any of its subsidiaries (including (i) as a result of
casualty or condemnation and (ii) any issuance or
sale of equity by the Borrower or any of its
subsidiaries) (with certain exceptions and
reinvestment rights to be agreed upon); and
75% of excess cash flow (to be defined in a manner
reasonably satisfactory to the Arrangers) for each
fiscal year of the Borrower (commencing with the
fiscal year immediately following the fiscal year in
which the Closing Date occurs), with a step-down to
50% in the event the maximum leverage ratio is
equal to or less than a ratio to be agreed upon.

NYI-4378475v10 7
All such mandatory prepayments shall be applied
without premium or penalty (except for breakage costs,
if any) and shall be applied to the next four scheduled
installments of principal of the Term Loan Facility in
direct order of maturity and thereafter pro rata to the
remaining scheduled installments of principal of the
Term Loan Facility.
Soft Call on Term Loans .....................The Borrower shall pay a “prepayment premium” in
connection with any Repricing Event (as defined below)
with respect to all or any portion of the Term Loans that
occurs on or before the first anniversary of the Closing
Date, in an amount not to exceed 1.0% of the principal
amount of the Term Loans subject to such Repricing
Event. The term “Repricing Event” shall mean (i) any
prepayment or repayment of Term Loans with the
proceeds of, or any conversion of Term Loans into, any
new or replacement tranche of term loans bearing interest
at an “effective” interest rate less than the “effective”
interest rate applicable to the Term Loans (as such
comparative rates are determined by the Administrative
Agent) and (ii) any amendment to the Term Loan Facility
that, directly or indirectly, reduces the “effective” interest
rate applicable to the Term Loans (in each case, with
original issue discount and upfront fees, which shall be
deemed to constitute like amounts of original issue
discount, being equated to interest margins in a manner
consistent with generally accepted financial practice
based on an assumed four-year life to maturity).
IV. Collateral and Guarantees.
Collateral ..............................................The obligations of each Credit Party in respect of the
Term Loan Facility will be secured by a perfected
security interest in substantially all of its tangible and
intangible assets, including intellectual property, owned
and leased (to the extent permitted by the applicable
lease, consented to by the landlord or otherwise permitted
after giving effect to the applicable anti-assignment
provisions of the Uniform Commercial Code), real
property (other than immaterial real property), licenses
and permits (to the extent permitted by any applicable
law or regulation), intercompany indebtedness (which
shall be evidenced by a subordinated promissory note)
and all of the capital stock of each Credit Party (other
than the Parent) (but limited, in the case of the voting
stock of a CFC, to 66% of all such voting stock to the
extent that the pledge of a greater percentage would
result in material adverse tax consequences to the
Borrower) (collectively, the “Collateral”) provided that
(i) the Term Loan Documents will waive the attachment
or perfection of property if, in the reasonable discretion

NYI-4378475v10 8
of the Administrative Agent, the costs of obtaining such
attachment or perfection in such assets or perfection
thereof are excessive in relation to the benefit to the
Lenders of the security to be afforded thereby, and (ii)
equity interests in any person other than wholly owned
subsidiaries will be pledged only to the extent permitted
by the terms of such person’s organizational or joint
venture documents.
The Credit Parties and the Collateral Agent would enter
into access agreements that would permit the Collateral
Agent, subject to the Intercreditor Agreement, upon an
Event of Default and exercise by Collateral Agent of its
remedies under the Term Loan Documents, the right to
use, at no cost, any pledged or unpledged equipment, real
property, and intangible assets to process, finish out,
collect or otherwise realize upon the assets so pledged to
Collateral Agent.
Each Credit Party shall cause all proceeds of its
receivables (whether evidenced by accounts, instruments,
chattel paper, payment intangibles or otherwise) to be
deposited into a deposit account / lockbox under the sole
control of the Collateral Agent subject to the terms of the
Intercreditor Agreement.
The obligations of each Credit Party in respect of the
Term Loan Facility, and the Revolving Credit Facility
will be secured by perfected liens having the priority
described below under the caption “Lien Ranking.”
Notwithstanding anything herein to the contrary, the
Collateral securing the Revolving Credit Facility will be
the same as the collateral securing the Term Loan
Facility.
All such security interests will be created pursuant to
documentation reasonably satisfactory in all respects to
the Collateral Agent (including, in the case of real
property, by customary items such as reasonably
satisfactory title insurance, including endorsements,
surveys and flood certificates) and, on the Closing Date,
subject to the Certain Funds Provision, such security
interests shall have become perfected and the Collateral
Agent shall have received reasonably satisfactory
evidence as to the enforceability and priority thereof.
Guarantees............................................The Guarantors will unconditionally guarantee the
obligations of each Credit Party in respect of the Term
Loan Facility (the “Guarantees”). Such Guarantees will
be in form and substance reasonably satisfactory to the
Administrative Agent and the Arrangers. All Guarantees
shall be guarantees of payment and performance, and not

NYI-4378475v10 9
of collection.
Lien Ranking ........................................All indebtedness and other obligations under the
Revolving Credit Facility and Permitted Secured
Hedging Obligations and Permitted Cash Management
Obligations and any guarantees of the foregoing
(collectively, the “Revolving Facility Obligations”) will
rank pari passu in right of payment to all of the
indebtedness under the Term Loans and any guarantees
thereof (collectively, the “Term Loan Obligations”), in
each case, pursuant to the terms of an intercreditor
agreement reasonably satisfactory to the administrative
agent and the lenders under the Revolving Credit Facility
and the Administrative Agent and the Lenders, in each
case, in their reasonable discretion (the “Intercreditor
Agreement”).
V. Other Provisions
Collateral Consisting of Non-Current Assets. The Term
Loan Obligations will be secured by a first priority lien
on the Collateral consisting of “non-current assets” (the
definition of which is to be agreed upon), including a
pledge of all the capital stock directly held by any Credit
Party in any subsidiary (including the stock of the
Borrower held by the Parent) and the Revolving Credit
Obligations will be secured by a second priority lien on
such Collateral, in each case, subject to the terms of the
Intercreditor Agreement.
Collateral Consisting of Current Assets. The Revolving
Facility Obligations will be secured by a first priority
lien on the Collateral consisting of “current assets” (the
definition of which is to be agreed upon), including cash,
accounts receivable, inventory and any proceeds thereof
to the extent such foregoing assets do not constitute the
proceeds of “non-current assets”, and the Term Loan
Obligations will be secured by a second priority lien on
such Collateral, in each case, subject to the terms of the
Intercreditor Agreement.
Representations and Warranties ........Customary for facilities and transactions of this type (as
reasonably determined by the Arrangers, and subject to
customary materiality qualifications) and others
reasonably deemed appropriate by the Arrangers for this
transaction in particular, including as to: organization
and powers; authorization and enforceability of Senior
Loan Documents; no conflicts; financial statements,
projections and other information; no material adverse
effect; properties; intellectual property; equity interests
and subsidiaries; litigation and compliance with laws and
other regulatory matters; organizational documents,

NYI-4378475v10 10
contractual obligations and material agreements; federal
reserve regulations; Investment Company Act of 1940, as
amended, and other laws restricting incurrence of debt;
use of proceeds; taxes; accuracy and completeness of
disclosure; labor matters; solvency; employee benefit
plans and ERISA; environmental matters; insurance;
security documents and validity, perfection and priority
of security interests in the Collateral; acquisition
documents; anti-terrorism laws, money laundering
activities and dealing with embargoed persons and, if
applicable, status as senior debt and as designated senior
debt.
Affirmative Covenants.........................Customary for facilities and transactions of this type (as
reasonably determined by the Arrangers, and subject to
customary materiality qualifications) and others
reasonably deemed appropriate by the Arrangers for this
transaction in particular, including as to: delivery of
financial statements, reports, accountants’ letters,
projections, officers’ certificates, and other information;
notices of litigation and other material events; existence;
maintenance of business and properties; insurance;
obligations and taxes; employee benefits and ERISA;
maintaining records; access to properties and inspections;
use of proceeds; compliance with environmental laws;
environmental reports; interest rate protection; additional
collateral and additional guarantors; security interests;
further assurances; information regarding collateral;
maintenance of corporate separateness, post-closing
matters (if any); regulatory matters; holding an annual
lenders’ meeting; and using commercially reasonable
efforts to maintain monitored public ratings for the Term
Loan Facility and corporate family/corporate credit
ratings.
Negative Covenants..............................Customary for facilities and transactions of this type (as
reasonably determined by the Arrangers, and subject to
exceptions and baskets to be agreed upon) and others
reasonably deemed appropriate by the Arrangers for this
transaction in particular, including limitations on
indebtedness (including mandatorily redeemable equity
interests, guarantees and other contingent obligations);
liens; sale and leaseback transactions; investments, loans
and advances; asset sales; mergers, acquisitions,
consolidations, liquidations and dissolutions; dividends
and other payments in respect of equity interests and
other restricted payments; transactions with affiliates;
capital expenditures; prepayments of other indebtedness;
modifications of organizational documents, acquisition
documents and certain other documents; limitations on
certain restrictions on subsidiaries; limitations on
issuance of capital stock and creation of subsidiaries;

NYI-4378475v10 11
limitations on business activities; limitations on
accounting changes; changes in fiscal year and fiscal
quarter; lease obligations; no further negative pledges;
anti-terrorism laws, money laundering activities and
dealing with embargoed persons; and limitations on
holding a material portion of the Collateral in non-US
jurisdictions. Special purpose “holding company”
covenants shall apply at all times to the Parent.
The above limitation on restricted payments will permit
restricted payments to the Parent, which will be permitted
to make such restricted payments to its parent holding
companies and ultimate shareholders, (i) in an aggregate
amount not to exceed the “Cumulative Credit” (to be
defined); provided that, both before and after giving pro
forma effect to any such payment, (x) no default or event
of default exists, (y) the unused availability under the
Revolving Credit Facility shall be not less than
$30,000,000 and (z) the total gross leverage ratio shall be
less than 2.50 to 1.00; provided, further, that not more
than $6,000,000 of such restricted payments may be paid
in any 12-month period ending on or before the third
anniversary of the Closing Date and (ii) to pay the
reasonable and customary expenses of such parent
holding companies, such as professional fees, taxes and
directors’ and officers’ liability insurance, not to exceed
in any year an aggregate amount to be agreed upon.
Financial Covenants.............................A maximum total leverage ratio and minimum interest
coverage ratio, in each case, (i) set at levels to reflect at
least a 25% cushion from Consolidated EBITDA in the
model delivered to Jefferies Finance on May 13, 2011 (to
be adjusted accordingly if market flex provisions are
utilized) and (ii) with accounting terms to be interpreted,
and all accounting determinations and computations to be
made, in accordance with U.S. generally accepted
accounting principles.
Conditions Precedent...........................Conditions precedent to the borrowing of the Term
Loans are set forth in Section 3 of the Commitment
Letter and in Exhibit C hereto. Conditions precedent to
each borrowing of Incremental Term Loans will include
(1) the absence of any continuing default or event of
default, (2) the accuracy of all representations and
warranties, and (3) receipt of a customary borrowing
notice.
Interest Rate Management..................An amount equal to 50% of the aggregate principal
amount of the Term Loan Facility shall be hedged for a
period to be agreed and on terms reasonably satisfactory
to the Administrative Agent with a Lender or an affiliate
of a Lender or a lender under the Revolving Credit

NYI-4378475v10 12
Facility or an affiliate of such a lender acceptable to the
Administrative Agent.
Events of Default..................................Customary for facilities and transactions of this type (as
reasonably determined by the Arrangers) and others
reasonably deemed appropriate by the Arrangers for this
transaction in particular (in certain cases, subject to
customary and appropriate grace and cure periods and
materiality thresholds to be agreed) including as to:
nonpayment of principal when due; nonpayment of
interest, fees or other amounts when due; inaccuracy of
representations and warranties in any material respect;
violation of covenants; cross-defaults; bankruptcy and
insolvency events; material judgments; ERISA events;
actual or asserted invalidity or impairment of the
Intercreditor Agreement, guarantees, security documents
or any other Senior Loan Documents (including the
failure of any lien on any portion of the Collateral to
remain perfected with the priority required under the
Term Loan Documents); and a change of control or
ownership (to be defined in a manner reasonably
satisfactory to the Arrangers).
Equity Cure Rights ..............................In the event that the Borrower fails to satisfy one or more
financial maintenance covenants, the Senior Loan
Documents will contain certain equity cure rights
pursuant to which, subject to the terms and conditions
thereof (which shall be reasonably satisfactory in all
respects to the Administrative Agent), the proceeds of
common equity contributions by one or more
shareholders of Pappas Lassonde Holdings, Inc., directly
or indirectly, to Parent that are then contributed as
common equity by Parent to the Borrower (“Equity Cure
Contributions”) shall be treated on a dollar-for-dollar
basis as EBITDA of the Borrower for purposes of
retroactively curing the default(s) under such financial
covenant(s); provided that (i) in each four fiscal quarter
period, there shall be a period of at least two consecutive
fiscal quarters in respect of which no Equity Cure
Contributions are made, (ii) in each eight fiscal quarter
period, there shall be a period of at least four consecutive
fiscal quarters in respect of which no Equity Cure
Contributions are made, (iii) no more than four Equity
Cure Contributions may be made during the term of the
Term Loan Facility; (iv) the amount of any Equity Cure
Contributions in any fiscal quarter shall be no greater
than the amount required to cause the Borrower to be in
compliance with the financial covenant as at the end of
such fiscal quarter, and (v) all Equity Cure Contributions
shall be disregarded for all purposes other than
retroactively curing defaults under the financial covenant,
including being disregarded for purposes of determining

NYI-4378475v10 13
(x) any baskets with respect to the covenants contained in
the Term Loan Documents and (y) compliance with any
performance goals used as the basis for adjustments to
interest rate margins.
Voting....................................................Amendments and waivers with respect to the Term Loan
Documents will require the approval of Lenders holding
not less than a majority of the aggregate principal amount
of the Term Loans and unused commitments (the
“Required Lenders”), except that (i) the consent of each
Lender directly affected thereby shall be required with
respect to (a) reductions in the amount or extensions of
the final maturity of any Term Loan held by such Lender,
(b) reductions in the rate of interest (other than a waiver
of default interest) or any fee or other amount payable or
extensions of any due date thereof, (c) increases in the
amount or extensions of the expiration date of such
Lender’s commitment or (d) modifications to the
assignment provisions of the Term Loan Documents that
further restrict assignments thereunder, (ii) the consent of
100% of the Lenders shall be required with respect to
(a) reductions of any of the voting percentages or pro rata
provisions, (b) releases of all or substantially all of the
value of the guarantees of the Guarantors or of all or
substantially all of the Collateral (other than in
connection with permitted asset sales), other than
releases of Guarantors (and their related Collateral)
expressly permitted under the terms of the Loan
Documents, or (c) assignments by any Credit Party of its
rights or obligations under the Term Loan Facility and
(iii) the consent of Lenders holding not less than 66-2/3%
of the aggregate principal amount of the Term Loans
shall be required to modify the Intercreditor Agreement.
Assignments and Participations..........The Lenders shall be permitted to assign and sell
participations in their loans and commitments subject, in
the case of assignments (other than assignments to
another Lender, an affiliate of a Lender or an approved
fund (to be defined in the Term Loan Documents)), to the
consent of the Administrative Agent; provided further
that, the Term Loan Facility shall not be participated or
assigned to any natural person, Parent, the Borrower or
any of their respective affiliates. In the case of partial
assignments (other than to another Lender, an affiliate of
a Lender or an approved fund), the minimum assignment
amount shall be $1.0 million. Assignments will be by
novation. The Administrative Agent shall receive an
administrative fee of $3,500 in connection with each
assignment unless otherwise agreed by the
Administrative Agent.
Participants shall have the same benefits as the Lenders

NYI-4378475v10 14
with respect to yield protection and increased cost
provisions, and will be subject to customary limitations
on voting rights (as reasonably determined by the
Arrangers). Pledges of Term Loans in accordance with
applicable law shall be permitted without restriction.
Promissory notes shall be issued under the Term Loan
Facility only upon request.
The Term Loan Documents shall contain customary
provisions (as reasonably determined by the Arrangers)
for replacing non-consenting Lenders in connection with
amendments and waivers requiring the consent of all
Lenders or of all Lenders directly affected thereby so
long as Lenders holding at least a majority of the
aggregate principal amount of the Term Loans.
The Term Loan Documents shall provide that the Term
Loan Facility may be purchased by and assigned to
Lassonde Industries Inc. (“Lassonde”), its affiliates
(other than Parent or any of its subsidiaries and other
than natural persons) (collectively, the “Affiliated
Lenders”) on a non-pro rata basis through Dutch
auctions open to all Lenders on a pro rata basis in
accordance with customary procedures to be agreed;
provided that (i) Term Loans owned or held by Lassonde
or its affiliates shall be excluded in the determination of
any Required Lender votes, (ii) Term Loans owned or
held by Lassonde and its affiliates shall not at any time,
in the aggregate for all such persons, exceed 20% of the
then aggregate outstanding principal amount of the Term
Loans, (iii) neither Lassonde nor any of its affiliates shall
be permitted to attend any “lender-only” conference calls
or meetings or receive any related “lender-only”
information, (iv) each Affiliated Lender shall
acknowledge and agree that the loans owned by it shall
be non-voting under sections 1126 and 1129 of the
Bankruptcy Code in the event that any proceeding
thereunder shall be instituted by or against Borrower or
any other Credit Party, or, alternatively, to the extent that
the foregoing non-voting designation is deemed
unenforceable for any reason, each Affiliated Lender
shall vote in such proceedings in the same proportion as
the allocation of voting with respect to such matter by
those Lenders who are not Affiliated Lenders, (v) the
Affiliated Lenders may not purchase Term Loans at any
time while they or any of their respective directors or
officers is aware of any non-public information with
respect to the business of Parent, the Borrower or any of
their subsidiaries at the time of such purchase that has
not been disclosed generally to private side lenders that
could reasonably be expected to have a material effect
upon, or otherwise be material to, a Lender’s decision to

NYI-4378475v10 15
assign the Term Loans and (vi) other customary
limitations to be agreed.
Cost and Yield Protection ...................Each holder of Term Loans will receive cost and interest
rate protection customary for facilities and transactions of
this type (as reasonably determined by the Arrangers),
including compensation in respect of prepayments, taxes
(including gross-up provisions for withholding taxes
imposed by any governmental authority and income taxes
associated with all gross-up payments), changes in
capital requirements, guidelines or policies or their
interpretation or application, illegality, change in
circumstances, reserves and other provisions reasonably
deemed necessary by the Arrangers to provide customary
protection for U.S. and non-U.S. financial institutions
and other lenders.
Expenses................................................The Borrower shall pay (i) all reasonable out-of-pocket
expenses of the Administrative Agent, the Collateral
Agent, the Syndication Agent and the Arrangers
associated with the syndication of the Term Loan Facility
and the preparation, negotiation, execution, delivery and
administration of the Term Loan Documents and any
amendment or waiver with respect thereto (including the
charges of IntraLinks, SyndTrak or a similar service and
the reasonable fees, disbursements and other charges of
external counsel (but limited, in the case of legal fees and
expenses, to the reasonable and documented fees,
disbursements and other charges of (a) one transaction
counsel to the Administrative Agent, the Collateral
Agent, the Syndication Agent and the Arrangers, taken as
a whole, and (b) if necessary, one local counsel in any
relevant jurisdiction (including Canada and
Luxembourg), in each case, to the Administrative Agent,
the Collateral Agent, the Syndication Agent and the
Arrangers, taken as a whole) and (ii) all out-of-pocket
expenses of the Administrative Agent, the Collateral
Agent, the Syndication Agent, the Arrangers, any other
agent appointed in respect of the Term Loan Facility and
the Lenders (including the fees, disbursements and other
charges of external counsel and consultants) in
connection with the enforcement of the Term Loan
Documents.
Indemnification ....................................The Term Loan Document will contain customary
indemnities (as reasonably determined by the Arrangers)
for (i) the Arrangers, the Collateral Agent, the
Administrative Agent and the Lenders, (ii) each affiliate
of any of the foregoing persons and (iii) each of the
respective officers, directors, partners, trustees,

NYI-4378475v10 16
employees, affiliates, shareholders, advisors, agents,
attorneys-in-fact and controlling persons of each of the
foregoing persons referred to in clauses (i) and (ii) above
(other than as a primary result of such entity’s or
person’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final
and non-appealable ruling).
Governing Law and Forum.................The Term Loan Documents will be governed by New
York law and will provide for the Credit Parties to
submit to the exclusive jurisdiction and venue of the
Federal and state courts of the State of New York.
Counsel to Jefferies Finance, as an
Arranger, the Collateral Agent
and the Administrative Agent ......Jones Day, McCarthy Tétrault (Canada) and Arendt &
Medernach (Luxembourg).

NYI-4378475v10
ANNEX A
Interest and Certain Fees
Interest Rate Options..............................The Borrower may elect that the Term Loans comprising
each borrowing bear interest at a rate per annum equal to:
(i) the Base Rate plus the Applicable Margin; or
(ii) the Eurodollar Rate plus the Applicable Margin.
As used herein:
“Applicable Margin” means: (i) 2.75%, in the case of
Base Rate Loans (as defined below) and (ii) 3.75%, in the
case of Eurodollar Loans (as defined below).
“Base Rate” means the highest of (i) the “U.S. Prime
Lending Rate” as published in The Wall Street Journal
(the “Prime Rate”), (ii) the federal funds effective rate
from time to time, plus 0.50%, (iii) the Eurodollar Rate
for a one-month interest period plus 1.00% and (iv)
2.25%.
“Eurodollar Rate” means the higher of (i) the rate per
annum (adjusted for statutory reserve requirements for
Eurocurrency liabilities) at which Eurodollar deposits are
offered in the interbank Eurodollar market for the
applicable interest period, as quoted on Reuters Screen
LIBOR01 Page (or any successor page or service) and (ii)
1.25%.
The Borrower may elect interest periods of one, two,
three or six months for Eurodollar Loans.
Interest Payment Dates ..........................With respect to Term Loans bearing interest based upon
the Base Rate (“Base Rate Loans”), quarterly in arrears
on the last day of each calendar quarter and on the
applicable maturity date.
With respect to Term Loans bearing interest based upon
the Eurodollar Rate (“Eurodollar Loans”), on the last day
of each relevant interest period and, in the case of any
interest period longer than three months, on each
successive date three months after the first day of such
interest period and on the applicable maturity date.
Default Rate ...........................................At any time during a default or an event of default under
the Term Loan Facility, outstanding Term Loans and
other amounts payable under the Term Loan Facility shall
bear interest at 2.00% above the rates otherwise
Annex A-1

NYI-4378475v10
applicable to such Loans (or, in the case of other
amounts, the rates otherwise applicable to Base Rate
Loans) and shall be payable on demand.
Rate and Fee Basis.................................All per annum rates shall be calculated on the basis of a
year of 360 days (or 365/366 days, in the case of Base
Rate Loans the interest rate payable on which is then
based on the Prime Rate) for the actual number of days
elapsed (including the first day but excluding the last
day).
* * *
Annex A-2

NYI-4378475v10
EXHIBIT B TO COMMITMENT LETTER
SUMMARY OF TERMS OF THE REVOLVING CREDIT FACILITY
Set forth below is a summary of certain of the terms of the Revolving Credit Facility and the
documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit B have
the meanings set forth elsewhere in this Commitment Letter.
VI. Parties
Borrower...............................................After giving effect to the Acquisition (as defined below),
Clement Pappas and Company, Inc., a New Jersey
corporation (the “Borrower”).
Guarantors ...........................................Pomona Holdings, Inc., a Delaware corporation, a
Delaware corporation, which is the direct parent
company of the Borrower (the “Parent”), and each of its
direct and indirect subsidiaries (other than any subsidiary
that is a “controlled foreign corporation,” within the
meaning of section 957 of the United States Tax Code (a
“CFC”) to the extent making such CFC a guarantor
would result in material adverse tax consequences to the
Borrower) (collectively, the “Guarantors”; the Borrower
and the Guarantors, collectively, the “Credit Parties”,
with each being a “Credit Party”).
Joint Lead Arrangers and Book Bank of Montreal (“BMO”) and/or one or more of its
Runners .......................................... designees and Jefferies Finance LLC (“Jefferies
Finance”) and/or one or more of its designees (in such
capacities, each an “Arranger” and, together, the
“Arrangers”). The Arrangers will perform the duties
customarily associated with such role.
Sole Syndication Agent........................Jefferies Finance and/or one or more of its designees (in
such capacity, the “Syndication Agent”).
Administrative Agent...........................BMO and/or one or more of its designees (in such
capacity, the “Administrative Agent”). The
Administrative Agent will perform the duties customarily
associated with such role.
Collateral Agent ...................................BMO and/or one or more of its designees (in such
capacity, the “Collateral Agent”). The Collateral Agent
will perform the duties customarily associated with such
role.
Lenders .................................................A syndicate of banks, financial institutions and other
entities (the “Lenders”) arranged by the Administrative
Agent in consultation with the Borrower.
Closing Date..........................................The date, on or before the date on which the
Commitments are terminated in accordance with Section

NYI-4378475v10 2
15 of the Commitment Letter, on which the Acquisition
is consummated and the funding of the Term Loans (as
defined in Exhibit A) occurs (the “Closing Date”).
Revolving Credit Documents ..............The definitive documentation governing or evidencing
the Revolving Credit Facility (collectively, the
“Revolving Credit Documents”).
VII. Types and Amounts of Facilities
Revolving Credit Facility ....................A five-year revolving credit facility (the “Revolving
Credit Facility”) in an aggregate principal amount equal
to $50.0 million (the loans thereunder, the “Revolving
Loans”).
Maturity...........................................The Revolving Credit Facility shall be available on a
revolving basis during the period commencing on the
Closing Date and ending on the fifth anniversary of the
Closing Date (the “Revolving Credit Termination
Date”). The Revolving Credit Facility will be undrawn
on the Closing Date (other than up to an aggregate
principal amount of not more than $25.0 million in
addition to (i) any required “flex” original issue discount
and upfront fees and (ii) to the extent necessary, the cash
collateralization or the issuance of letters of credit to
backstop, any existing outstanding letters of credit of the
Acquired Business which will remain outstanding on the
Closing Date). Amounts repaid under the Revolving
Credit Facility may be reborrowed.
Borrowing Base...............................The amount from time to time available under the
Revolving Credit Facility, including any Letters of
Credit, shall not exceed the sum of (i) 85% of eligible
accounts receivable plus (ii) the lesser of (x) 65% of
eligible inventory and (y) 85% of the net orderly
liquidation value of eligible inventory minus (iii) such
reserves the Administrative Agent may establish from
time to time (in each case, to be reasonably determined
by the Administrative Agent on the basis of periodic
appraisals and collateral examinations) (collectively, the
“Borrowing Base”). The advance rates and eligibility
and reserve criteria to be utilized in the calculation of the
Borrowing Base shall be determined (a) on or prior to the
Closing Date, in the permitted discretion of the
Administrative Agent after notice to the Borrower (and in
any event shall require a valid first priority perfected
security interest in all eligible assets included in the
Borrowing Base), and (b) following the Closing Date, the
advance rates, eligibility criteria and reserves for the
Borrowing Base may reasonably be adjusted by the
Administrative Agent based on the results of periodic

NYI-4378475v10 3
appraisals and collateral examinations.
“Eligible accounts receivable”, “eligible inventory” and
“net orderly liquidation value” will be fully defined in
the Revolving Facility Documents in accordance with
customary practices for transactions of this nature.
Ineligible accounts will include (but not be limited to)
accounts over 90 days past the original invoice date or
over 60 days past the original due date, insolvent or
bankrupt accounts, chargebacks/short-pays, customer
accounts with cash in advance terms, discounts,
allowances, rebates, and rebate accruals, contra accounts,
foreign accounts not backed by letters of credit or
acceptable credit insurance (Canadian accounts are
eligible), consignment sale receivables, bill and holds,
progress billings and pre billed accounts. Advance rate
would be subject to a dilution test.
Ineligible inventory will include (but not be limited to)
inventory that is not located in the United States or
Canada, in-transit with a common carrier from vendors,
or suppliers, work in process, packaging and supplies,
seasonings, processing plant parts and supplies,
consignment, subject to recall or similar notice, samples,
slow moving, damaged, aged, or obsolete inventory.
Finished goods items located at locations with less than
$100,000 of total inventory would be ineligible.
Inventory located on leased facilities, mortgaged
premises or at third-party warehouses will be eligible for
a period of 60 days following the Closing Date and,
thereafter, to the extent an acceptable waiver letter is
executed and delivered to the Administrative Agent.
Reserves shall include, but not be limited to, a reserve
related to the Perishable Agricultural Commodities Act
and associated outstanding checks or accrued liabilities.
Letters of Credit...............................A portion of the Revolving Credit Facility not in excess
of an amount to be determined shall be available for the
issuance of commercial and standby letters of credit (the
“Letters of Credit”) by BMO and/or one or more of its
affiliate designees and, if applicable, one or more other
Lenders to be selected by the Administrative Agent in
consultation with the Borrower (each such Lender in
such capacity, an “Issuing Lender”). The face amount of
any outstanding Letters of Credit will reduce availability
under the Revolving Credit Facility on a dollar-for-dollar
basis. No Letter of Credit shall have an expiration date
after the earlier of (i) one year after the date of issuance
and (ii) 30 days prior to the Revolving Credit
Termination Date; provided that any Letter of Credit with

NYI-4378475v10 4
a one-year tenor may provide for the renewal thereof for
additional one-year periods (which shall in no event
extend beyond the date referred to in clause (ii) above).
Drawings under any Letter of Credit shall be reimbursed
by the Borrower (whether with its own funds or with the
proceeds of Revolving Loans) on the same business day.
To the extent that the Borrower does not so reimburse the
Issuing Lender, the Lenders shall be irrevocably and
unconditionally obligated to reimburse the Issuing
Lender on a pro rata basis.
Swing Line Loans...................................A portion of the Revolving Credit Facility not in excess
of an amount to be determined shall be available for
swing line loans (the “Swing Line Loans”) from BMO or
one of its designees (in such capacity, the “Swing Line
Lender”) of small and late-day draws. Any such Swing
Line Loans will reduce availability under the Revolving
Credit Facility on a dollar-for-dollar basis. Each Lender
shall acquire, under certain circumstances, an irrevocable
and unconditional pro rata participation in each Swing
Line Loan.
Availability Block...................................Until such time a collateral audit and inventory appraisal
are completed and satisfactorily reviewed by
Administrative Agent, an availability block of
$10,000,000 will be in effect. Audit and appraisal to be
completed no later than 90 days after closing.
Use of Proceeds .....................................The proceeds of the Revolving Loans will be used to
finance a portion of Purchase Price and other costs, fees
and expenses with respect to the Transactions, including
any required “flex” original issue discount or equivalent
upfront fees, and for the general corporate purposes of
the Borrower, including permitted acquisitions and
permitted restricted payments. Letters of Credit will be
used to support payment and performance obligations
incurred in the ordinary course of business by the
Borrower and its subsidiaries.
VIII. Certain Payment Provisions
Fees and Interest Rates........................As set forth on Annex A hereto.
Optional Prepayments and
Commitment Reductions ..............Optional prepayments of borrowings under the
Revolving Credit Facility and optional reductions of the
unutilized portion of the commitments under the
Revolving Credit Facility will be permitted at any time,
in minimum principal amounts to be agreed, without
premium or penalty, subject to reimbursement of the
Lenders’ redeployment costs in the case of a prepayment

NYI-4378475v10 5
of Eurodollar Loans other than on the last day of the
relevant interest period (which costs shall be computed
without regard to the Applicable Margin).
Mandatory Prepayments and
Commitment Reductions ..............Subject to the terms of the Intercreditor Agreement, the
following amounts will be applied to reduce the
Revolving Loans:
IX. Collateral and Guarantees.
The Revolving Loans will be prepaid and the Letters
of Credit will be cash collateralized or replaced if
and to the extent that such extensions of credit at any
time exceed the lesser of (i) the amount of the
commitments in respect of the Revolving Credit
Facility or (ii) the then-current Borrowing Base.
50% of the net proceeds of any sale or issuance of
equity by, or capital contribution to, the Parent (with
exceptions to be agreed upon).
100% of the net proceeds of any incurrence of
indebtedness after the Closing Date by the Parent or
any of its subsidiaries (other than purchase money
indebtedness and other exceptions to be agreed
upon).
100% of the net proceeds of any non-ordinary course
sale or other disposition of assets by the Parent or
any of its subsidiaries (including (i) as a result of
casualty or condemnation and (ii) any issuance or
sale of equity by the Borrower or any of its
subsidiaries), with certain exceptions and
reinvestment rights to be agreed upon.
All such mandatory prepayments shall be (i) applied to
the Revolving Credit Facility (including to cash
collateralize Letters of Credit) with, during the existence
of a default or event of default, at the election of the
Administrative Agent, a concurrent and permanent
reduction of the commitments thereunder and (ii) without
premium or penalty, subject to reimbursement of the
Lenders’ redeployment costs in the case of a prepayment
of Eurodollar Loans other than on the last day of the
relevant interest period (which costs shall be computed
without regard to the Applicable Margin).
Collateral ..............................................The obligations of each Credit Party in respect of (a) the
Revolving Credit Facility, (b) any interest rate hedging
obligations owed to an entity that was a Lender or an
affiliate of a Lender at the time of such transaction

NYI-4378475v10 6
(“Permitted Secured Hedging Obligations”), and (c) any
liabilities resulting from funds transfer, deposit account
and other cash management arrangements owed to an
entity that was a Lender or an affiliate of a Lender at the
time of such transaction (“Permitted Cash Management
Obligations”) will be secured by a perfected security
interest in substantially all of the Collateral (as defined in
Exhibit A) provided that (i) the Revolving Credit
Documents will waive the attachment or perfection of
property if, in the reasonable discretion of the
Administrative Agent, the costs of obtaining such
attachment or perfection in such assets or perfection
thereof are excessive in relation to the benefit to the
Lenders of the security to be afforded thereby, and (ii)
equity interests in any person other than wholly owned
subsidiaries will be pledged only to the extent permitted
by the terms of such person’s organizational or joint
venture documents.
The Credit Parties and the Collateral Agent would enter
into access agreements that would permit the Collateral
Agent, subject to the Intercreditor Agreement, upon an
Event of Default and exercise by Collateral Agent of its
remedies under the Revolving Credit Documents, the
right to use, at no cost, any pledged or unpledged
equipment, real property, and intangible assets to
process, finish out, collect or otherwise realize upon the
assets so pledged to Collateral Agent.
Each Credit Party shall cause all proceeds of its
receivables (whether evidenced by accounts, instruments,
chattel paper, payment intangibles or otherwise) to be
deposited into a deposit account / lockbox under the sole
control of the Collateral Agent subject to the terms of the
Intercreditor Agreement. Any time Excess Availability
(defined as the difference between the Borrowing Base
and any Revolving Loans outstanding and Letters of
Credit issued under the Revolving Credit Facility) is less
than $10,000,000 for three consecutive days, all proceeds
shall in turn be applied on a daily basis to reduce the
Revolving Loans to and other obligations of the
Borrower then outstanding under the Revolver Credit
Facility (whether or not then due). The Borrower may
spring out of cash dominion so long as the Borrower
maintains Excess Availability exceeding $10,000,000 for
60 consecutive days.
The Credit Parties shall, within 90 days subsequent to the
Closing Date and at all times thereafter prior to the
Revolving Credit Termination Date, maintain all
operating accounts (other than local convenience
accounts carrying a balance and payroll accounts, in each

NYI-4378475v10 7
case, not to exceed an amount to be agreed upon) at the
Administrative Agent or its affiliates.
The obligations of each Credit Party in respect of the
Revolving Credit Facility and the Term Loan Facility
will be secured by perfected liens having the priority
described below under the caption “Lien Ranking.”
Notwithstanding anything herein to the contrary, the
Collateral securing the Term Loan Facility will be the
same as the collateral securing the Revolving Credit
Facility.
All such security interests will be created pursuant to
documentation reasonably satisfactory in all respects to
the Collateral Agent (including, in the case of real
property, by customary items such as reasonably
satisfactory title insurance, including endorsements,
surveys and flood certificates) and, on the Closing Date,
subject to the Certain Funds Provision, such security
interests shall have become perfected and the Collateral
Agent shall have received reasonably satisfactory
evidence as to the enforceability and priority thereof.
Guarantees............................................The Guarantors will unconditionally guarantee the
obligations of each Credit Party in respect of the
Facilities and the Permitted Secured Hedging Obligations
and Permitted Cash Management Obligations (the
“Guarantees”). Such Guarantees will be in form and
substance reasonably satisfactory to the Administrative
Agent. All Guarantees shall be guarantees of payment
and performance, and not of collection.
Lien Ranking ........................................All indebtedness and other obligations under the
Revolving Credit Facility and Permitted Secured
Hedging Obligations and Permitted Cash Management
Obligations and any guarantees of the foregoing
(collectively, the “Revolving Facility Obligations”) will
rank pari passu in right of payment to all of the
indebtedness under the Term Loans and any guarantees
thereof (collectively, the “Term Loan Obligations”), in
each case, pursuant to the terms of an intercreditor
agreement reasonably satisfactory to the Administrative
Agent and the Lenders under the Revolving Credit
Facility and the administrative agent and the lenders, in
each case, in their reasonable discretion (the
“Intercreditor Agreement”).
Collateral Consisting of Non-Current Assets. The Term
Loan Obligations will be secured by a first priority lien
on the Collateral consisting of “non-current assets” (the
definition of which is to be agreed upon), including a
pledge of all the capital stock directly held by any Credit

X. Other Provisions
NYI-4378475v10 8
Party in any subsidiary (including the stock of the
Borrower held by the Parent), and the Revolving Credit
Obligations will be secured by a second priority lien on
such Collateral, in each case, subject to the terms of the
Intercreditor Agreement.
Collateral Consisting of Current Assets. The Revolving
Facility Obligations will be secured by a first priority
lien on the Collateral consisting of “current assets” (the
definition of which is to be agreed upon), including cash,
accounts receivable, inventory and any proceeds thereof
to the extent such foregoing assets do not constitute the
proceeds of “non-current assets”, and the Term Loan
Obligations will be secured by a second priority lien on
such Collateral, in each case, subject to the terms of the
Intercreditor Agreement.
Representations and Warranties ........Customary for facilities and transactions of this type (as
reasonably determined by the Administrative Agent, and
subject to customary materiality qualifications) and
others reasonably deemed appropriate by the
Administrative Agent for this transaction in particular,
including as to: organization and powers; authorization
and enforceability of Revolving Credit Documents; no
conflicts; financial statements, projections and other
information; no material adverse effect; properties;
intellectual property; equity interests and subsidiaries;
litigation and compliance with laws and other regulatory
matters; organizational documents, contractual
obligations and material agreements; federal reserve
regulations; Investment Company Act of 1940, as
amended, and other laws restricting incurrence of debt;
use of proceeds; taxes; accuracy and completeness of
disclosure; labor matters; solvency; employee benefit
plans and ERISA; environmental matters; insurance;
security documents and validity, perfection and priority
of security interests in the Collateral; acquisition
documents; anti-terrorism laws, money laundering
activities and dealing with embargoed persons and, if
applicable, status as senior debt and as designated senior
debt.
Affirmative Covenants.........................Customary for facilities and transactions of this type (as
reasonably determined by the Administrative Agent, and
subject to customary materiality qualifications) and
others reasonably deemed appropriate by the
Administrative Agent for this transaction in particular,
including as to: delivery of financial statements, reports,
accountants’ letters, projections, officers’ certificates,
borrowing base certificates, periodic collateral

NYI-4378475v10 9
examinations, appraisals and other information; notices
of litigation and other material events; existence;
maintenance of business and properties; insurance;
obligations and taxes; employee benefits and ERISA;
maintaining records; access to properties and inspections;
use of proceeds; compliance with environmental laws;
environmental reports; interest rate protection; additional
collateral and additional guarantors; security interests;
further assurances; information regarding collateral;
maintenance of corporate separateness, post-closing
matters (if any); regulatory matters; holding an annual
lenders’ meeting; and using commercially reasonable
efforts to maintain monitored public corporate
family/corporate credit ratings.
Negative Covenants..............................Customary for facilities and transactions of this type (as
reasonably determined by the Administrative Agent, and
subject to exceptions and baskets to be agreed upon) and
others reasonably deemed appropriate by the
Administrative Agent for this transaction in particular,
including limitations on indebtedness (including
mandatorily redeemable equity interests, guarantees and
other contingent obligations); liens; sale and leaseback
transactions; investments, loans and advances; asset
sales; mergers, acquisitions, consolidations, liquidations
and dissolutions; dividends and other payments in respect
of equity interests and other restricted payments;
transactions with affiliates; capital expenditures;
prepayments of other indebtedness; modifications of
organizational documents, acquisition documents and
certain other documents; limitations on certain
restrictions on subsidiaries; limitations on issuance of
capital stock and creation of subsidiaries; limitations on
business activities; limitations on accounting changes;
changes in fiscal year and fiscal quarter; lease
obligations; no further negative pledges; anti-terrorism
laws, money laundering activities and dealing with
embargoed persons; and limitations on holding a material
portion of the Collateral in non-US jurisdictions. Special
purpose “holding company” covenants shall apply at all
times to the Parent.
The above limitation on restricted payments will permit
restricted payments to the Parent, which will be permitted
to make such restricted payments to its parent holding
companies and ultimate shareholders, (i) in an aggregate
amount not to exceed the “Cumulative Credit” (to be
defined); provided that, both before and after giving pro
forma effect to any such payment, (x) no default or event
of default exists, (y) the unused availability under the
Revolving Credit Facility shall be not less than
$30,000,000 and (z) the total gross leverage ratio shall be

NYI-4378475v10 10
less than 2.50 to 1.00; provided, further, that not more
than $6,000,000 of such restricted payments may be paid
in any 12-month period ending on or before the third
anniversary of the Closing Date and (ii) to pay the
reasonable and customary expenses of such parent
holding companies, such as professional fees, taxes and
directors’ and officers’ liability insurance, not to exceed
in any year an aggregate amount to be agreed upon.
Financial Covenants.............................Minimum Fixed Charge Coverage Ratio (“FCCR”),
measured on a consolidated basis in accordance with
GAAP for the Borrower and its subsidiaries, defined as
the ratio of EBITDA less unfinanced capital
expenditures, to the sum of regularly scheduled principal
payments, dividends, repurchases and other restricted
payments, cash taxes, and cash interest expense for the
same period of 1.10x.
The Borrower will be required (subject to the conditions
described in the two immediately following sentences) to
maintain a minimum FCCR beginning the first quarter
subsequent to the Closing Date and each quarter
thereafter on a cumulative basis building to a most
recently ended twelve month period. The FCCR will be
calculated for the most recently ended quarter any time
Excess Availability is less than $10,000,000 for three
consecutive days. The FCCR will revert to nonreporting,
so long as the Borrower maintains Excess
Availability of greater than or equal to $10,000,000 for
60 consecutive days.
Reporting Requirements .....................Annual audited consolidated financial statements for the
Borrower within 120 days of fiscal year end.
Monthly company-prepared consolidated and
consolidating financial statements for the Borrower
within 30 days of month end (except for quarter-end
periods). Quarterly company-prepared consolidated and
consolidating financial statements for the Borrower
within 45 days of quarter end.
Monthly accounts receivable aging (including
reconciliation of cash and receivables), accounts payable
aging, and inventory status reports within 20 days of
month end.
Monthly covenant compliance certificates signed by the
Borrower’s Chief Financial Officer or Director of
Finance within 30 days of month end and 45 days of
quarter end.
Monthly borrowing base certificates signed by the

NYI-4378475v10 11
Borrower’s chief financial officer within 20 days of
month end. In the event Excess Availability is less than
$10,000,000 for three consecutive days; then weekly
(within 3 business days of week end) at the
Administrative Agent’s request. Weekly borrowing base
reporting will revert to monthly, so long as the Borrower
maintains Excess Availability exceeding $10,000,000 for
60 consecutive days. Weekly borrowing base certificates
consist of rolling forward accounts receivable data by
reporting weekly sales, cash collections, and credits.
Gross inventory, inventory ineligibles, and accounts
receivable ineligibles are reported monthly.
Collateral audits may be conducted by a firm acceptable
to the Administrative Agent at the Borrower’s expense
during the term of the Revolving Credit Facility of up to
two (2) times annually, provided there is no default or
event of default.
Inventory appraisals may be conducted by a firm
acceptable to the Administrative Agent at the Borrower’s
expense during the term of the Revolving Credit Facility
up to one time annually, provided there is no default or
event of default.
A copy of the Borrower’s operating budget for the
following fiscal year no later than 30 days after the end
of each fiscal year.
Other information and reports as may be reasonably
requested by any Lender. All reports and financial
statements will be in form and scope reasonably
acceptable to the Administrative Agent and the Required
Lenders, including comparison to budget and prior
comparable period.
Notice of any change of control, Material Adverse Effect,
incipient default or event of default, or material adverse
litigation or governmental proceeding.
Conditions Precedent...........................Conditions precedent to initial borrowings under the
Revolving Credit Facility are set forth in Section 3 of the
Commitment Letter and in Exhibit C hereto. Conditions
precedent to each borrowing or issuance under the
Revolving Credit Facility after the Closing Date will be
(1) the absence of any continuing default or event of
default, (2) the accuracy of all representations and
warranties, and (3) receipt of a customary borrowing
notice or letter of credit request, as applicable.
Events of Default..................................Customary for facilities and transactions of this type (as
reasonably determined by the Administrative Agent) and

NYI-4378475v10 12
others reasonably deemed appropriate by the
Administrative Agent for this transaction in particular (in
certain cases, subject to customary and appropriate grace
and cure periods and materiality thresholds to be agreed)
including as to: nonpayment of principal when due;
nonpayment of interest, fees or other amounts when due;
inaccuracy of representations and warranties in any
material respect; violation of covenants; cross-defaults;
bankruptcy and insolvency events; material judgments;
ERISA events; actual or asserted invalidity or
impairment of the Intercreditor Agreement, guarantees,
security documents or any other Revolving Credit
Documents (including the failure of any lien on any
portion of the Collateral to remain perfected with the
priority required under the Revolving Credit
Documents); and a change of control or ownership (to be
defined in a manner reasonably satisfactory to the
Administrative Agent).
Equity Cure Rights ..............................In the event that the Borrower fails to satisfy one or more
financial maintenance covenants, the Revolving Credit
Documents will contain certain equity cure rights
pursuant to which, subject to the terms and conditions
thereof (which shall be reasonably satisfactory in all
respects to the Administrative Agent), the proceeds of
common equity contributions by one or more
shareholders of Pappas Lassonde Holdings, Inc., directly
or indirectly, to Parent that are then contributed as cash
common equity by Parent to the Borrower (“Equity Cure
Contributions”) shall be treated on a dollar-for-dollar
basis as EBITDA of the Borrower for purposes of
retroactively curing the default(s) under such financial
covenant(s); provided that (i) in each four fiscal quarter
period, there shall be a period of at least two consecutive
fiscal quarters in respect of which no Equity Cure
Contributions are made, (ii) in each eight fiscal quarter
period, there shall be a period of at least four consecutive
fiscal quarters in respect of which no Equity Cure
Contributions are made, (iii) no more than four Equity
Cure Contributions may be made during the term of the
Revolving Credit Facility; (iv) the amount of any Equity
Cure Contributions in any fiscal quarter shall be no
greater than the amount required to cause the Borrower to
be in compliance with the financial covenant as at the
end of such fiscal quarter, and (v) all Equity Cure
Contributions shall be disregarded for all purposes other
than retroactively curing defaults under the financial
covenant, including being disregarded for purposes of
determining any baskets with respect to the covenants
contained in the Revolving Credit Documents.

Voting....................................................Amendments and waivers with respect to the Revolving
Credit Documents will require the approval of Lenders
holding not less than a majority of the aggregate principal
amount of the Revolving Loans including participations
in Letters of Credit and Swing Line Loans and unused
commitments under the Revolving Credit Facility
(provided that if there are only two Lenders, the approval
of both Lenders will be required) (the “Required
Lenders”), except that (i) the consent of each Lender
directly affected thereby shall be required with respect to
(a) reductions in the amount or extensions of the final
maturity of any Revolving Loan held by such Lender,
(b) reductions in the rate of interest (other than a waiver
of default interest) or any fee or other amount payable or
extensions of any due date thereof, (c) increases in the
amount or extensions of the expiration date of such
Lender’s commitment or (d) modifications to the
assignment provisions of the Revolving Credit
Documents that further restrict assignments thereunder,
(ii) the consent of 100% of the Lenders shall be required
with respect to (a) reductions of any of the voting
percentages or pro rata provisions, (b) releases of all or
substantially all of the value of the guarantees of the
Guarantors or of all or substantially all of the Collateral
(other than in connection with permitted asset sales),
other than releases of Guarantors (and their related
Collateral) expressly permitted under the terms of the
Revolving Credit Facility Documents, or (c) assignments
by any Credit Party of its rights or obligations under the
Revolving Credit Facility Documents and (iii) the
consent of Lenders holding not less than 66-2/3% of the
aggregate principal amount of the Revolving Loans
including participations in Letters of Credit and Swing
Line Loans and unused commitments under the
Revolving Credit Facility shall be required with respect
to any amendment or waiver that would have the effect
of (A) changing eligibility criteria with respect to the
Borrowing Base, (B) increasing the advance rates under
the Borrowing Base or (C) otherwise increasing the
availability under the Borrowing Base.
NYI-4378475v10 13
Unless as otherwise provided herein, the Revolving
Credit Documents shall contain customary provisions
relating to “defaulting” Lenders and agents (including for
insolvency), including provisions relating to providing
cash collateral to support Swing Line Loans or Letters of
Credit, the suspension of voting rights, rights to receive
certain fees, and termination or assignment of
commitments or Revolving Loans of such Lenders.
Assignments and Participations..........The Lenders shall be permitted to assign and sell
participations in their loans and commitments subject, in

NYI-4378475v10 14
the case of assignments (other than assignments to
another Lender, an affiliate of a Lender or an approved
fund (to be defined in the Revolving Credit Documents)),
to the consent of (x) the Administrative Agent, (y) the
Issuing Lender and the Swing Line Lender and (z) except
in connection with the syndication of the Revolving
Loans and the related commitments and so long as (i) no
default or event of default has occurred and is then
continuing, and (ii) such assignment is to an entity other
than another Lender, an affiliate of a Lender or an
approved fund, the Borrower (which consent shall not be
unreasonably withheld, delayed or conditioned);
provided that the Borrower shall be deemed to have
consented to such assignment if the Borrower does not
otherwise rejected in writing such assignment within five
(5) business days of the date on which such assignment is
requested; provided further that, the Revolving Credit
Facility shall not be participated or assigned to any
natural person, Parent, the Borrower or any of their
respective affiliates. In the case of partial assignments
(other than to another Lender, an affiliate of a Lender or
an approved fund), the minimum assignment amount
shall be $5.0 million with respect to Revolving Loans.
Assignments will be by novation. The Administrative
Agent shall receive an administrative fee of $3,500 in
connection with each assignment unless otherwise agreed
by the Administrative Agent.
Participants shall have the same benefits as the Lenders
with respect to yield protection and increased cost
provisions, and will be subject to customary limitations
on voting rights (as reasonably determined by the
Administrative Agent). Pledges of Revolving Loans in
accordance with applicable law shall be permitted
without restriction. Promissory notes shall be issued
under the Revolving Credit Facility only upon request.
The Revolving Credit Documents shall contain
customary provisions (as reasonably determined by the
Administrative Agent) for replacing non-consenting
Lenders in connection with amendments and waivers
requiring the consent of all Lenders or of all Lenders
directly affected thereby so long as Lenders holding at
least a majority of the aggregate principal amount of the
loans including participations in Letters of Credit and
Swing Line Loans and unused commitments under the
Revolving Credit Facility shall have consented thereto.
Defaulting Lenders...............................The Senior Loan Documents shall contain customary
provisions relating to “defaulting” Lenders, including
provisions relating to providing cash collateral to support

NYI-4378475v10 15
Swing Line Loans or Letters of Credit, the suspension of
voting rights and of rights to receive certain fees, and
termination or assignment of commitments or Revolving
Loans of such Lenders.
Cost and Yield Protection ...................Each holder of Revolving Loans and the Issuing Lender
will receive cost and interest rate protection customary
for facilities and transactions of this type (as reasonably
determined by the Administrative Agent), including
compensation in respect of prepayments, taxes (including
gross-up provisions for withholding taxes imposed by
any governmental authority and income taxes associated
with all gross-up payments), changes in capital
requirements, guidelines or policies or their interpretation
or application, illegality, change in circumstances,
reserves and other provisions reasonably deemed
necessary by the Administrative Agent to provide
customary protection for U.S. and non-U.S. financial
institutions and other lenders.
Expenses................................................The Borrower shall pay (i) all reasonable out-of-pocket
expenses of the Administrative Agent, the Collateral
Agent, the Syndication Agent and the Arrangers
associated with the syndication of the Revolving Credit
Facility and the preparation, negotiation, execution,
delivery and administration of the Revolving Credit
Documents and any amendment or waiver with respect
thereto (including expenses arising from inventory
appraisals and field exams incurred in connection with
the closing and as otherwise provided for herein, the
charges of IntraLinks, SyndTrak or a similar service and
the reasonable fees, disbursements and other charges of
external counsel (but limited, in the case of legal fees and
expenses, to the reasonable and documented fees,
disbursements and other charges of (a) one transaction
counsel to the Administrative Agent, the Collateral
Agent, the Syndication Agent and the Arrangers, taken as
a whole, and (b) if necessary, one local counsel in any
relevant jurisdiction (including Canada and
Luxembourg), in each case, to the Administrative Agent,
the Collateral Agent, the Syndication Agent and the
Arrangers, taken as a whole) and (ii) all out-of-pocket
expenses of the Administrative Agent, the Collateral
Agent, the Syndication Agent, the Arrangers, any other
agent appointed in respect of the Revolving Credit
Facility and the Lenders (including the fees,
disbursements and other charges of external counsel and
consultants) in connection with the enforcement of the
Revolving Credit Documents.

Indemnification ....................................The Revolving Credit Documents will contain customary
indemnities (as reasonably determined by the
Administrative Agent) for (i) the Arrangers, the
Collateral Agent, the Administrative Agent and the
Lenders, (ii) each affiliate of any of the foregoing
persons and (iii) each of the respective officers, directors,
partners, trustees, employees, affiliates, shareholders,
advisors, agents, attorneys-in-fact and controlling persons
of each of the foregoing persons referred to in clauses (i)
and (ii) above (other than as a primary result of such
entity’s or person’s gross negligence or willful
misconduct as determined by a court of competent
jurisdiction in a final and non-appealable ruling).
Governing Law and Forum.................The Revolving Credit Documents will be governed by
New York law and will provide for the Credit Parties to
submit to the exclusive jurisdiction and venue of the
Federal and state courts of the State of New York.
Counsel to BMO, as an Arranger,
the Collateral Agent and the
Administrative Agent ....................Goldberg Kohn Ltd.
NYI-4378475v10 16

NYI-4378475v10
ANNEX A
Interest and Certain Fees
Interest Rate Options .............................The Borrower may elect that the Revolving Loans
comprising each borrowing bear interest at a rate per
annum equal to:
(i) the Base Rate plus the Applicable Margin; or
(ii) the Eurodollar Rate plus the Applicable Margin;
provided that all Swing Line Loans shall bear interest
based upon the Base Rate for Revolving.
The Borrower may elect interest periods of one, two,
three or six months for Eurodollar Loans.
As used herein:
“Applicable Margin” means a percentage determined in
accordance with the pricing grid attached hereto as
Annex A-I.
“Base Rate” means the highest of (i) the “U.S. Prime
Lending Rate” as published in The Wall Street Journal
(the “Prime Rate”), (ii) the federal funds effective rate
from time to time, plus 0.50% and (iii) the Eurodollar
Rate for a one-month interest period plus 1.00%.
“Eurodollar Rate” means the rate per annum (adjusted
for statutory reserve requirements for Eurocurrency
liabilities) at which Eurodollar deposits are offered in the
interbank Eurodollar market for the applicable interest
period, as quoted on Reuters Screen LIBOR01 Page (or
any successor page or service).
Interest Payment Dates ..........................With respect to Revolving Loans bearing interest based
upon the Base Rate (“Base Rate Loans”), quarterly in
arrears on the last day of each calendar quarter and on the
applicable maturity date.
With respect to Revolving Loans bearing interest based
upon the Eurodollar Rate (“Eurodollar Loans”), on the
last day of each relevant interest period and, in the case of
any interest period longer than three months, on each
successive date three months after the first day of such
interest period and on the applicable maturity date.
Unutilized Commitment Fee .................The Borrower shall pay a commitment fee calculated at
the applicable rate set forth in Annex A-I attached hereto
on the average daily unused portion of the Revolving
Credit Facility, payable quarterly in arrears. Swing Line
Loans shall, for purposes of the commitment fee

NYI-4378475v10
calculations only, not be deemed to be a utilization of the
Revolving Credit Facility.
Letter of Credit Fees..............................The Borrower shall pay a commission on all outstanding
Letters of Credit at a per annum rate equal to the
Applicable Margin then in effect with respect to
Revolving Loans made or maintained as Eurodollar
Loans on the face amount of each such Letter of Credit.
Such commission shall be shared ratably among the
Lenders participating in the Revolving Credit Facility and
shall be payable quarterly in arrears.
In addition to letter of credit commissions, a fronting fee
calculated at a rate per annum of 0.375% on the face
amount of each Letter of Credit shall be payable quarterly
in arrears to the Issuing Lender for its own account. In
addition, customary (as determined by the Issuing
Lender) administrative, issuance, amendment, payment
and negotiation charges shall be payable to the Issuing
Lender for its own account.
Default Rate...........................................At any time during a default or an event of default under
the Revolving Credit Facility, at the election of the
Administrative Agent or Required Lenders, outstanding
Revolving Loans and other amounts payable under the
Revolving Credit Facility shall bear interest at 2.00%
above the rates otherwise applicable to such Loans (or, in
the case of other amounts, the rates otherwise applicable
to Base Rate Loans) and shall be payable on demand.
Rate and Fee Basis.................................All per annum rates shall be calculated on the basis of a
year of 360 days (or 365/366 days, in the case of Base
Rate Loans the interest rate payable on which is then
based on the Prime Rate) for the actual number of days
elapsed (including the first day but excluding the last
day).
* * *

Average Excess
Availability for Most
Recently-Ended Quarter
NYI-4378475v10
ANNEX A-I TO EXHIBIT B
TO COMMITMENT LETTER
Pricing Grid - Revolving Loans
Applicable Margin -
Eurodollar Loans
Unutilized
Commitment Fee
Applicable Margin -
Base Rate Loans
Greater than
$30,000,000 1.75% 0.375% 0.75%
Greater than
$15,000,000, but less
than or equal to
$30,000,000 2.00% 0.375% 1.00%
Less than or equal to
$15,000,000 2.25% 0.375% 1.25%
* * *

NYI-4378475v10
EXHIBIT C TO COMMITMENT LETTER
CLOSING CONDITIONS
Capitalized terms used but not defined in this Exhibit C have the meanings assigned to them
elsewhere in this Commitment Letter. The closing of the Facilities and the making of the initial loans and
other extensions of credit under the Facilities are conditioned upon satisfaction of , among other things, the
conditions precedent contained in Section 3 of this Commitment Letter, including those summarized
below. For purposes of this Exhibit C, references to the “Arrangers,” “we”, “us” or “our” means Jefferies
Finance, Jefco, BMO and their respective affiliates.
(i) GENERAL CONDITIONS
1. Concurrent Financings. The Equity Contribution shall have been made and the Acquiror
shall have received the proceeds thereof which, together with the proceeds on the Closing Date from the
Debt Financing, shall be sufficient to pay the Purchase Price, the Refinancing and all related fees,
commissions and expenses. The Definitive Debt Documents shall be prepared by our respective counsel
(and, in the case of the Intercreditor Agreement, by Jones Day), shall be consistent with the Commitment
Letter and Exhibit A, Exhibit B and this Exhibit C, shall have been executed and delivered by the
Borrower and the Guarantors to the Administrative Agents under the Facilities and shall be in form and
substance reasonably satisfactory to each of us and you. The Arrangers shall be satisfied that, after giving
effect to the Transactions, the Term Loans shall have been advanced under the Term Loan Facility and the
Revolving Credit Facility shall be in full force and effect.
2. Transactions. The Transactions (including the Acquisition) shall have been consummated
or will be consummated concurrently with or immediately following the making of the Equity
Contribution, the borrowing of the Term Loans, and the receipt by the Acquiror of the proceeds of the
foregoing, in each case, in accordance with the Merger Agreement and the definitive documentation
relating thereto (the “Definitive Acquisition Documents”) and the Merger Agreement shall not have been
amended, modified or waived in any manner materially adverse to the Lenders or the Arrangers in their
respective capacities as such without the consent of each of the Arrangers (it being understood and agreed
that (1) any reduction in the purchase price in excess of 5% thereof or that does not result in a
proportionate reduction in the aggregate principal amount of each of the Facilities, escrow of purchase
price hold back amounts and any release or use of such escrowed proceeds shall be materially adverse to
the interest of the Lenders and/or either of the Arrangers, (2) any change to the definition of “Material
Adverse Effect” or any similar definition shall be deemed to be materially adverse to the interests of the
Lenders and the Arrangers, and (3) any modifications to any of the provisions relating to any
Administrative Agent’s, Collateral Agent’s, Arranger’s or Lender’s liability, jurisdiction or status as a
third party beneficiary under the Merger Agreement shall be deemed to be materially adverse to the
interest of the Lenders and the Arrangers). The Equity Contribution shall have been made in the manner
and in at least the amount set forth in the Commitment Letter plus, if the consideration paid under the
Definitive Acquisition Documents is increased after the date hereof, an amount equal to such increase.
3. Refinancing of Existing Debt. Concurrently with the consummation of the Acquisition,
the Refinancing of the Existing Debt of the Acquired Business shall have been consummated, all
commitments relating thereto shall have been terminated, and all liens or security interests related thereto
shall have been terminated or released. After giving effect to the Transactions, the Company shall have
outstanding no indebtedness or “Disqualified Stock” (as such term shall be defined in the Definitive Debt
Documents) (or direct or indirect guarantee or other credit support in respect thereof) other than (i) the
indebtedness in respect of the Debt Financing, (ii) capital lease obligations and purchase money
indebtedness in an aggregate principal amount not exceeding $1.2 million and (iii) such other limited
indebtedness as may be agreed to by each of the Arrangers.

4. Financial Statements; Financial Performance. Each Arranger shall have received (A)
audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows
of the Acquired Business for the last three full fiscal years ended at least 90 days prior to the Closing Date;
it being acknowledged that such Arranger has received financial statements responsive to this clause (A)
that are satisfactory to the such Arranger, (B) unaudited consolidated balance sheets and related statements
of income, stockholders’ equity and cash flows of the Acquired Business for each subsequent interim
quarterly period ended at least 45 days prior to the Closing Date (and the corresponding period for the
prior fiscal year) and (C) a pro forma consolidated balance sheet and related pro forma consolidated
statement of income (but not a pro forma statement of cash flows) of the Borrower (after giving effect to
the Acquisition and the other Transactions) as of and for the twelve-month period ending on the last day of
the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if
such period is a fiscal year) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter),
prepared after giving effect to the Acquisition and other Transactions as if the Transactions had occurred
as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the
statement of income); provided that each such pro forma financial statement shall be prepared in good
faith by the Borrower. Such financial statements shall show pro forma total leverage of the Parent and its
consolidated subsidiaries after giving effect to the Transactions (calculated in a manner we agree is
appropriate, but which will take into account any deleveraging resulting from increased Equity
Contributions), for the twelve-month period ended on the Test Date of not greater than 4.5 to 1.0. As used
in the preceding sentence, the term “Test Date” shall mean June 26, 2011; provided that if the Closing
Date (as defined in the Merger Agreement) is extended to a date after August 15, 2011, the “Test Date”
shall be the last day of the latest fiscal month for which financial statements are available.
5. Business Plan; Projections. You shall have delivered to each Arranger a business plan of
the Acquired Business for fiscal years 2011 through and including 2017, and satisfactory projections
(including the assumptions on which such projections are based) for the Company for fiscal years 2011
through and including 2017 (it being agreed that the business plan and projections received by Jefferies
Finance on May 13, 2011 are satisfactory to each Arranger).
6. Marketing Period. Each Arranger shall have been afforded a period (the “Marketing
Period”) of at least 20 consecutive business days prior to the Closing Date (ending on the business day no
later than the business day immediately prior to the Closing Date) following receipt of the Confidential
Information Memorandum.
7. Performance of Obligations. All costs, fees, expenses (including legal fees and expenses,
title premiums, survey charges and recording taxes and fees) and other compensation and amounts
contemplated by the Debt Financing Letters or otherwise payable to us, the Lenders or any of our or their
respective affiliates, shall have been paid to the extent due. You shall have complied in all material
respects with all of your covenants and obligations under the Debt Financing Letters and the Debt
Financing Letters shall be in full force and effect.
8. Customary Closing Documents. All documents required to be delivered under the
Definitive Debt Documents, including delivery of a notice of borrowing, lien, litigation and tax searches,
certificates of insurance and customary legal opinions, corporate records and documents from public
officials and officers’ certificates shall have been delivered. Without limiting the foregoing, you shall
have delivered (a) at least five business days prior to the Closing Date, all documentation and other
information required by bank regulatory authorities under applicable “know-your-customer” and antimoney
laundering rules and regulations, including the Patriot Act,(b) a certificate from the chief financial
officer of the Borrower in the form set forth as Annex I hereto certifying that the Borrower and its
subsidiaries on a consolidated basis after giving effect to the Transactions are solvent and (c) a customary
borrowing base certificate
9. Accuracy of Representations and Warranties. The Merger Agreement Representations
and the Specified Representations shall be true and correct in all material respects.
NYI-4378475v10

10. Absence of Default. No event of default that is expressly set forth opposite the “Events of
Default” heading in Exhibit A or Exhibit B shall have occurred and be continuing, other than (i) any event
of default that has occurred and is continuing by reference to a Credit Party’s breach of any covenant in the
Definitive Debt Documents and (ii) any event of default that has occurred and is continuing by reference to
the breach by any Credit Party of any representation or warranty that is not a Specified Representation or a
Merger Agreement Representation.
11. Security. The Collateral Agents, for the benefit of the Lenders under the Facilities, shall
have been granted perfected security interests in all assets of the Credit Parties to the extent described in
Exhibit A and Exhibit B to this Commitment Letter under the captions “Collateral” and with the priority
described under the captions “Lien Ranking” in form and substance satisfactory to the Arrangers; provided
that this condition is subject to the Certain Funds Provisions.
NYI-4378475v10

NYI-4378475v10
ANNEX I TO EXHIBIT C
FORM OF SOLVENCY CERTIFICATE
SOLVENCY CERTIFICATE
of
[CLEMENT PAPPAS AND COMPANY, INC.]
AND ITS SUBSIDIARIES
Pursuant to the Credit Agreement 1 , the undersigned hereby certifies, solely in such undersigned's
capacity as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, and not
individually, as follows:
As of the date hereof, after giving effect to the consummation of the Transactions, including
the making of the Loans under the Credit Agreement on the date hereof, and after giving effect
to the application of the proceeds of such Loans:
a. The fair value of the assets of the Borrower and its subsidiaries, on a
consolidated basis, exceeds, on a consolidated basis, their debts and
liabilities, subordinated, contingent or otherwise;
b. The present fair saleable value of the property of the Borrower and its subsidiaries,
on a consolidated basis, is greater than the amount that will be required to pay the
probable liability, on a consolidated basis, of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured;
c. The Borrower and its subsidiaries, on a consolidated basis, are able to pay their
debts and liabilities, subordinated, contingent or otherwise, as such liabilities
become absolute and matured; and
d. The Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and
are not about to engage in, business for which they have unreasonably small capital.
For purposes of this Certificate, the amount of any contingent liability at any time shall be
computed as the amount that would reasonably be expected to become an actual and matured liability.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.
1 Each Credit Agreement to be defined.
[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned's capacity
as [chief financial officer] [specify other officer with equivalent duties] of the Borrower, on behalf of the
Borrower, and not individually, as of the date first stated above.
NYI-4378475v10
[BORROWER]
By: ___________________________
Name:
Title:
Annex-B-I-1

JEFFERIES FINANCE LLC BANK OF MONTREAL
520 Madison Avenue 115 South LaSalle Street, 35th Fl. West
New York, New York 10022 Chicago, Illinois 60603
Lassonde Industries Inc.
755 Principale Street
Rougemont, QC J0L 1M0
CANADA
Attention: Guy Blanchette, Vice-President
and Chief Financial Officer
NYI-4379771v1
FEE LETTER
Re: Clement Pappas and Company, Inc.
Ladies and Gentlemen:
June 17, 2011
We refer to the commitment letter dated the date hereof (including the exhibits, schedules
and annexes thereto, the “Commitment Letter”) among Jefferies Finance LLC (“Jefferies Finance”),
Bank of Montreal (“BMO” and together with Jefferies Finance, the “Arrangers” “we” or “us”) and
Lassonde Industries Inc. (“Lassonde” or “you”). Terms used but not defined in this letter agreement (this
“Fee Letter”) shall have the meanings assigned thereto in the Commitment Letter.
1. Compensation.
(a) REDACTED.
(b) REDACTED.
(c) REDACTED.
(d) Expenses. In addition to the compensation that is to be paid to us hereunder,
without regard to whether the Acquisition is consummated or the Commitment Letter expires or is
terminated or otherwise, you shall pay, or cause the Acquired Business to pay, each Arranger promptly as
billed, all reasonable disbursements and out-of-pocket expenses incurred by such Arranger or on behalf of
such Arranger in connection with our services to be rendered hereunder and under the Commitment Letter
and the Transactions (including, without limitation (i) expenses of our due diligence investigation,
consultants’ fees, syndication expenses, travel expenses, fees, disbursements and other expenses of
counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented fees,
disbursements and other charges of (a) one transaction counsel to the Administrative Agent, Collateral
Agent, Syndication Agent and Arrangers for the Term Loan Facility taken as a whole, (b) one transaction
counsel to the Administrative Agent, Collateral Agent, Syndication Agent and Arrangers for the
Revolving Credit Facility taken as a whole, (c) one local counsel in any relevant jurisdiction (including

Canada and Luxembourg) and one additional counsel for each applicable specialty, in each case, to
Administrative Agent, Collateral Agent, Syndication Agent and Arrangers for the Term Loan Facility
taken as a whole and (d) one local counsel in any relevant jurisdiction (including Canada and
Luxembourg) and one additional counsel for each applicable specialty, in each case, to Administrative
Agent, Collateral Agent, Syndication Agent and Arrangers for the Revolving Credit Facility taken as a
whole) and rating agency fees and expenses, and (ii) the overnight cost of providing funds for the
provision of loans under the Facilities if the closing does not occur on the date specified by the Sponsor as
the closing date).
(e) Fees Nonrefundable. All fees hereunder, once paid, are nonrefundable and not
creditable against any other fee payable in connection with any Debt Financing Letter or otherwise. All
fees payable hereunder shall be earned in full on the date on which they are payable hereunder and such
fees shall be payable in immediately available funds in U.S. dollars free and clear of and without
deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto (with appropriate gross-up for withholding taxes).
Without limiting the foregoing, your obligation to pay fees hereunder, or to cause such fees to be paid,
shall be absolute and unconditional and shall not be subject to reduction by way of setoff or counterclaim
or otherwise. Jefferies Finance reserves the right to allocate, in whole or in part, to Jefferies & Company,
Inc. (“Jefco”) certain fees payable to it hereunder in such manner as it and Jefco shall agree in Jefferies
Finance’s and Jefco’s sole discretion. BMO reserves the right, in its sole discretion, to share all or any
portion of the fees payable to it hereunder with any of its affiliates or any of the other Lenders under the
Revolving Credit Facility.
2. Market Flex. REDACTED
3. Hedging Program. As consideration for our services in connection with the Transactions,
you hereby agree to offer each of Jefco and BMO or any of their respective affiliates the opportunity to
bid to provide all interest rate collars, swaps, hedges and other interest rate fixing financial services and
foreign currency hedges for the Parent and its subsidiaries for so long as the Facilities shall be in place,
and on terms and conditions and pursuant to documentation satisfactory to Jefco or BMO or any of their
respective affiliates, as applicable.
4. Confidentiality. This Fee Letter is delivered to you with the understanding that neither
this Fee Letter nor any of the terms hereof may be disclosed to any third party without each Arranger’s
prior written consent except (a) as required by applicable law or compulsory legal process (in which case
you agree to inform us thereof prior to such disclosure and to cooperate with us such that we may
adequately secure a protective order in respect thereof), and (b) to your officers, directors, employees,
attorneys, accountants and advisors on a confidential and need-to-know basis and only in connection with
the Transactions.
5. Notices. Notice given pursuant to any of the provisions of this Fee Letter shall be in
writing and shall be mailed or delivered (a) if to you, at the address set forth above, (b) if to Jefferies
Finance, at our offices, at 520 Madison Avenue, New York, New York 10022, Attention: General
Counsel and (c) if to BMO, at our offices at 115 South LaSalle Street, 35th Fl. West, Chicago, Illinois
60603, Attention Eric Schubert.
6. Counterparts. This Fee Letter may be executed in one or more counterparts, each of
which will be deemed an original, but all of which taken together will constitute one and the same
instrument. Delivery of an executed signature page of this Fee Letter by facsimile, PDF or other
electronic transmission shall be as effective as delivery of a manually executed counterpart thereof.
NYI-4379771v1 2

7. Assignment. You may not assign any of your respective rights, or be relieved of any of
your respective obligations, under this Fee Letter without the prior written consent of each Arranger,
which may be given or withheld in the sole discretion of such Arranger (and any purported assignment
without consent, at the Arrangers’ sole option, shall be null and void). Any and all obligations of, and
services to be provided by, us hereunder may be performed and any and all of our rights hereunder may
be exercised by or through any of either Arranger’s affiliates or branches.
8. Third Party Beneficiaries. This Fee Letter has been and is made solely for the benefit of
you, each Arranger and each Arranger’s affiliates, including Jefco and its affiliates, and your, each
Arranger’s and their respective successors and assigns, and nothing in this Fee Letter, express or implied,
is intended to confer or does confer on any other person or entity any rights or reason under or by reason
of this Fee Letter or your or our agreements contained herein.
9. Entire Agreement. The Debt Financing Letters incorporate the entire understanding of
the parties and supersede all previous agreements relating to the subject matter hereof should they exist.
10. Choice of Law; Jurisdiction; Waivers. The Debt Financing Letters shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to conflict of interest
principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). To the
fullest extent permitted by applicable law, you hereby irrevocably submit to the exclusive jurisdiction of
any New York State court or Federal court sitting in the County of New York of the Borough of
Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of
any Debt Financing Letter and irrevocably agree that all claims in respect of any such claim, suit, action
or proceeding may be heard and determined in any such court. You and each of us hereby waives, to the
fullest extent permitted by applicable law, any objection that you or either of us may now or hereafter
have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and
any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. You and each of us hereby waives, to the fullest extent permitted by applicable law,
any right to trial by jury with respect to any claim, suit, action or proceeding arising out of or relating to
the Debt Financing Letters, any of the Transactions or any of the other transactions contemplated hereby
or thereby. The provisions of this Section 10 are intended to be effective upon the execution of this Fee
Letter without any further action by you, and the introduction of a true copy of this Fee Letter into
evidence shall be conclusive and final evidence as to such matters.
11. Headings. The section headings in this Fee Letter have been inserted as a matter of
convenience of reference, are not part of this Fee Letter and shall not affect the interpretation of this Fee
Letter.
12. Amendment; Waiver. This Fee Letter may not be modified or amended except in a
writing duly executed by you and each Arranger. No waiver by any party of any breach of, or any
provision of, this Fee Letter shall be deemed a waiver of any similar or any other breach or provision of
this Fee Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in
writing signed by each waiving party and must specifically refer to this Fee Letter and the breach or
provision being waived.
13. Credit Parties to Become Party. On the Closing Date, you shall cause the Borrower and
the other Credit Parties to assume from you, on a joint and several basis, effective upon the closing of the
Acquisition, any and all liabilities and obligations relating to, or arising out of, any of your duties,
responsibilities and obligations under this Fee Letter, following which you shall have no further rights,
obligations or duties hereunder.
NYI-4379771v1 3

[Remainder of page intentionally blank]
NYI-4379771v1 4

If the foregoing correctly sets forth our understanding, please indicate your acceptance of the
terms hereof by returning to us an executed counterpart hereof, whereupon this Fee Letter shall become a
binding agreement among us.
Accepted and agreed to as of the
date first above written:
LASSONDE INDUSTRIES INC.
By:
Name:
Title:
NYI-4379771v1 5
Very truly yours,
JEFFERIES FINANCE LLC
By:
Name:
Title:
BANK OF MONTREAL
By:
Name:
Title:

Exhibit E
[Intentionally Omitted]
16439551.17.BUSINESS E-1

Exhibit F
Forms of Key Employee Agreement
16439551.17.BUSINESS F-1

Exhibit G
Non-competition Agreements
16439551.17.BUSINESS G-1

CLEVELAND/1223796.6
EXHIBIT G
SHAREHOLDER NON-COMPETITION AGREEMENT
SALE OF BUSINESS
FINAL EXHIBIT FORM
This Shareholder Non-Competition Agreement, Sale of Business (this “Agreement”) is
made and executed this [] day of [] 2011 (“Closing Date”), by and between POMONA
HOLDINGS, INC., a Delaware corporation (“Parent”), CLEMENT PAPPAS AND COMPANY,
INC., a New Jersey corporation (the “Company”) and [] (“Beneficiary Shareholder”), a
beneficiary shareholder of the Company.
WHEREAS, the Company, Parent, Pomona Merger Corp., a New Jersey corporation (a
wholly-owned subsidiary of Parent) (“Newco”), and, solely for the purposes of Sections 2.7, 5.10,
8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 thereof, Clement David Pappas and Clement Dimitri
Pappas, as the Representatives, and, solely for the purposes of Article 10 thereof, Lassonde
Industries, Inc., a Canadian corporation (“Lassonde Industries”), have entered into that certain
Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Newco will merge
with and into the Company and pursuant to which the Company will become a subsidiary of
Parent (the “Merger”);
WHEREAS, Beneficiary Shareholder is a beneficiary of [TRUST NAME] (the “Trust”),
which is a shareholder of the Company and which will receive consideration for the shares of the
Company owned by it in connection with the Merger;
WHEREAS, it is a condition to Parent’s obligations to close the transactions
contemplated by the Merger Agreement, that Beneficiary Shareholder enter into this Agreement
and Beneficiary Shareholder is so willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the merger consideration to be paid to the Trust
pursuant to the Merger Agreement, receipt of which consideration by the Trust Beneficiary
Shareholder acknowledges and agrees will be a material and direct benefit to Beneficiary
Shareholder, and ancillary to the disposition of shares of the Company by the Beneficiary
Shareholder in the Merger, Beneficiary Shareholder hereby agrees as follows:
I. Restriction on Beneficiary Shareholder
(a) Beneficiary Shareholder agrees that, from the date hereof until the fifth
anniversary of the Closing Date, 1 Beneficiary Shareholder shall not, directly or indirectly, own,
manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in,
whether as a proprietor, partner, stockholder, member, lender, director, officer, employee, joint
venturer, investor, lessor, supplier, customer, agent, representative or other participant in any
1 For Clement David Pappas and Clement Dimitri Pappas section I(a) will state: Beneficiary
Shareholder agrees that while he is employed with the Company and until the later of the fifth
anniversary of the Closing Date or the second anniversary of the date he ceases any and all
employment with the Company,

Competitive Business (“Competitive Business” is defined as any business engaged in the
manufacture, sale, supply, distribution or marketing of fruit juice, beverages containing fruit
juice, beverages containing fruit concentrate, beverages containing tea, functional beverages
(including, without limitation, fortified water) and/or cranberry sauce) in the United States or
Canada; provided, however, that Beneficiary Shareholder may, directly or indirectly, in one or a
series of transactions, own, invest or acquire an interest of up to two percent (2%) of the equity
securities of any publicly-traded entity.
(b) Beneficiary Shareholder agrees that, from the date hereof until the fifth
anniversary of the Closing Date, 2 Beneficiary Shareholder shall not, without the express written
approval of the Chairman of the Board of Directors of the Company, (A) directly or indirectly, in
one or a series of transactions, recruit, solicit or otherwise induce or influence any employee,
investor, customer or supplier of the Company or any Related Company to discontinue, reduce or
modify such business relationship with the Company or such Related Company in the United
States or Canada, or (B) employ or seek to employ or cause any person to employ or seek to
employ any person or agent who is then (or was at any time within one (1) year prior to the date
the Beneficiary Shareholder employs or seeks to employ such person) employed or retained by
the Company or any Related Company; provided that clauses (A) and (B) shall not prohibit
general advertisements or other communications in any media not targeted specifically at
employees or customers of the Company or any Related Company. For purposes of this
Agreement, (i) “Related Company” means any company during any period in which it is a
subsidiary of the Company or an Affiliate of the Company and (ii) “Affiliate” means, with
respect to any person, any other person directly or indirectly controlling, controlled by, or under
common control with such person, with “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to
any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.
(c) Each of the parties hereto acknowledges that the time, scope, geographic area and
other provisions of this Agreement have been specifically negotiated by sophisticated parties and
agree that all such provisions are reasonable under the circumstances of the Merger Agreement.
Beneficiary Shareholder acknowledges and agrees that the terms of this Agreement (i) are
reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the
legitimate interests of Parent and its Affiliates and (iii) impose no undue hardship on Beneficiary
Shareholder. Beneficiary Shareholder acknowledges and agrees that the restrictive covenants
and other agreements contained in this Agreement are an essential part of the Merger Agreement
and the transactions contemplated hereby, constitute a material inducement to Lassonde
Industries, Parent and Newco entering into and performing its obligations under the Merger
Agreement and are an essential part of the Parent’s willingness to pay the purchase price under
the Merger Agreement. Without limiting the enforceability of the foregoing, it is the intention of
the parties that if any of the restrictions or covenants contained in this Agreement is held to cover
2 For Clement David Pappas and Clement Dimitri Pappas section I(a) will state: Beneficiary
Shareholder agrees that while he is employed with the Company and until the later of the fifth
anniversary of the Closing Date or the second anniversary of the date he ceases any and all
employment with the Company,
CLEVELAND/1223796.6
-2-

a geographic area or to be for a length of time that is not permitted by law, or is in any way
construed to be too broad or to any extent invalid, such provision shall not be construed to be
null, void and of no effect, but to the extent such provision would then be valid or enforceable
under law, such provision shall be construed and interpreted or reformed to provide for a
restriction or covenant having the maximum enforceable geographic area, time period and other
provisions as shall be valid and enforceable under law.
II. Governing Law
This Agreement shall be governed and construed in accordance with the laws of the State of New
Jersey.
III. Entire Agreement/Severability
This Agreement together with the Merger Agreement and each of the transaction documents
entered into in connection with the Merger Agreement set forth the entire agreement between the
parties with respect to the subject matter addressed herein and supersedes any previous oral or
written agreements between the parties on this subject. Beneficiary Shareholder understands and
agrees that Parent may, at any time and without further action by Beneficiary Shareholder, assign
this Agreement to a subsidiary or Affiliate or successor. In the event of such an assignment, the
assignee company shall succeed to all of the rights held by Parent under this Agreement.
Beneficiary Shareholder agrees that this Agreement applies from the date hereof, and shall inure
to the benefit of Parent, its successors and assigns, and shall be binding upon his heirs, legal
representatives and assigns. The provisions of this Agreement shall be severable, and in the
event that any provision of it is found by any court to be unenforceable, in whole or in part, the
remainder of this Agreement shall nevertheless be enforceable and binding on the parties.
CLEVELAND/1223796.6
__________________________________________
Name:[] Date
CLEMENT PAPPAS AND COMPANY, INC.
By:
Name:
Title:
POMONA HOLDINGS, INC.
By:
Name:
Title:
-3-

Exhibit H
P-L Holdings Stockholders’ Agreement
16439551.17.BUSINESS H-1

Exhibit I
Form of Stock Purchase Agreement
16439551.17.BUSINESS I-1

COLUMBUS/795660.8
EXHIBIT I
STOCK PURCHASE AGREEMENT
FINAL EXHIBIT FORM
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of
[__________, 2011] by and among the persons named on Schedule A hereto (the “Purchasers”)
and Pomona Holdings, Inc., a Delaware corporation (“Pomona Holdings”), pursuant to Sections
6.2(p) and 6.3(e) of the Agreement and Plan of Merger dated as of [June __, 2011] by and among
Clement Pappas and Company, Inc., Pomona Holdings, Pomona Merger Corp., a direct whollyowned
subsidiary of Pomona Holdings (“Merger Sub”), and, solely for the purposes of Sections
2.7, 5.10, 8.3, 8.4, 8.8, 8.9 and 9.1 and Article 10 thereof, Clement David Pappas and Clement
Dimitri Pappas, as the Representatives, and, solely for the purposes of Article 10 thereof,
Lassonde Industries, Inc. (the “Merger Agreement”).
WHEREAS, in connection with the merger transaction contemplated by the Merger
Agreement (the “Merger”), Pappas Lassonde Holdings, Inc., a Delaware corporation and the
holder of all of the outstanding capital stock of Pomona Holdings (“P-L Holdings”), will
contribute [29,000] shares of the voting common stock, par value $0.001 per share (“Common
Stock”), of P-L Holdings to Pomona Holdings (the “Stock Contribution”) for immediate resale
by Pomona Holdings to the Purchasers; and
WHEREAS, each of the Purchasers desires to purchase from Pomona Holdings, and
Pomona Holdings desires to sell to each Purchaser, the number of shares of Common Stock set
forth opposite such Purchaser’s name on Schedule A attached hereto (collectively, the
“Securities”), immediately following the Stock Contribution.
NOW, THEREFORE, in consideration of the premises and of the mutual representations,
warranties and covenants contained herein, and intending to be legally bound, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used but not defined in this
Agreement shall have the respective meanings assigned to such terms in the Merger Agreement.
SECTION 2. SALE AND PURCHASE OF SECURITIES. Subject to the terms and
conditions of this Agreement and subject to the consummation of the Merger, at the Closing
referred to below each of the Purchasers agrees to purchase from Pomona Holdings, and Pomona
Holdings agrees to sell to each such Purchaser, the Securities set forth opposite such Purchaser’s
name on Schedule A, at a purchase price of [$1,000.00] per share (the “Per Share Price”), for the
aggregate purchase price set forth opposite such Purchaser’s name on Schedule A (with respect
to each Purchaser, such aggregate purchase price, the “Purchase Price”).
SECTION 3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of Dechert LLP, Cira Centre, 2929 Arch Street,
Philadelphia, Pennsylvania 19104, immediately after the effectiveness of the Stock Contribution
on the date of the Merger (the “Closing Date”).

3.2 Closing Deliveries. At the Closing:
(a) Pomona Holdings shall cause P-L Holdings to deliver to each Purchaser a
stock certificate representing the Securities purchased by such Purchaser, free and clear of any
Lien and in the name of such Purchaser;
(b) Each Purchaser shall pay to Pomona Holdings the Purchase Price payable
by such Purchaser by wire transfer of immediately available funds to an account designated by
Pomona Holdings or by such other method of payment as Pomona Holdings and such Purchaser
shall mutually agree;
(c) The Purchasers shall execute and deliver the P-L Holdings Stockholders’
Agreement to P-L Holdings and the other parties thereto; and
(d) Pomona Holdings shall cause the P-L Holdings Stockholders’ Agreement
to be executed and delivered to the Purchasers by P-L Holdings, the Surviving Corporation, the
Lassonde Investor (as defined in the P-L Holdings Stockholders’ Agreement) and Lassonde
(U.S.A.) Inc.
3.3 Condition to Pomona Holdings’ Obligation. The Purchasers acknowledge and
agree that the obligation of Pomona Holdings to sell any of the Securities to any such Purchaser
is expressly conditioned on the payment by each Purchaser of the Purchase Price payable by
each Purchaser at the Closing and the execution by each Purchaser of the P-L Holdings
Stockholders’ Agreement.
3.4 Condition to Obligations of Each Party Hereto. Each party hereto acknowledges
and agrees that the obligations hereunder of each Purchaser and Pomona Holdings are expressly
conditioned upon the prior consummation on the Closing Date of the Merger. This Agreement
shall terminate automatically (without any further action by any party hereto) and be of no
further force and effect, with no liability on the part of any of the parties hereto, upon
termination of the Merger Agreement if the Merger has not occurred.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF POMONA
HOLDINGS. Pomona Holdings represents and warrants to each Purchaser that the statements
contained in this Section 4 are correct and complete as of the Closing Date:
4.1 Organization. Pomona Holdings is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. P-L Holdings is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware.
The certificate of incorporation and bylaws of each of Pomona Holdings and P-L Holdings are
attached hereto as Exhibit 1.
4.2 Authorization. Pomona Holdings has the power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and P-L Holdings has the power
and authority to effect the Stock Contribution, all of which have been duly authorized by all
requisite action (including any required stockholder or director approvals). This Agreement has
been duly authorized, executed and delivered by Pomona Holdings and constitutes a valid and
COLUMBUS/795660.8
2

inding agreement of Pomona Holdings, enforceable against Pomona Holdings in accordance
with its terms.
4.3 Non-contravention. With respect to Pomona Holdings, the execution, delivery
and performance by Pomona Holdings of this Agreement and the consummation of the sales of
Securities contemplated hereby, and with respect to P-L Holdings, the consummation of the
Stock Contribution, do not (a) contravene any provision contained in such entity’s certificate of
incorporation or by-laws, (b) conflict with, violate or result in a material breach (with or without
the lapse of time, the giving of notice or both) of or constitute a material default (with or without
the lapse of time, the giving of notice or both) under, or require the consent or approval of any
third party under (i) any contract, agreement, commitment, indenture, mortgage, lease, pledge,
note, bond, license, permit or other instrument or obligation or (ii) assuming satisfaction of the
requirements set forth in Section 4.4, any judgment, order, decree, statute, law, rule or regulation
or other restriction of any Governmental Authority, in each case to which such entity is a party or
by which it is bound or to which any of its assets or properties are subject, or (iii) result in the
acceleration of, or permit any Person to terminate, modify, cancel, accelerate or declare due and
payable prior to its stated maturity, any material obligation of such entity.
4.4 No Consents. Except for any requirement to qualify for a registration exemption
under the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder (collectively, the “Securities Act”) or any applicable state securities laws, no notice
to, filing with, or authorization, registration, consent or approval of any Governmental Authority
is necessary for the Stock Contribution or the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby by Pomona Holdings
or P-L Holdings, except for any consents, approvals, orders, permits, authorizations,
registrations, declarations, notices and filings for which no material consequences will arise from
the failure to make or obtain them.
4.5 Capitalization of P-L Holdings; Subsidiaries.
(a) The authorized, issued and outstanding capital stock of P-L Holdings
immediately after giving effect to the Stock Contribution and the transactions contemplated by
this Agreement and the Merger Agreement shall be as set forth on Schedule B. P-L Holdings
does not and immediately after the Closing will not have any outstanding options or warrants
relating to its capital stock or any outstanding securities or obligations convertible into or
exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares
of its capital stock. Except as set forth in the P-L Holdings Stockholders’ Agreement, there are
no (a) outstanding obligations of P-L Holdings to repurchase, redeem or otherwise acquire any
capital stock of P-L Holdings or (b) voting trusts, proxies or other agreements among the
stockholders of P-L Holdings with respect to the voting or transfer of the capital stock of P-L
Holdings. The Per Share Price equals the per share purchase price paid by each of Lassonde
Investor and Lassonde (U.S.A.) Inc. to P-L Holdings in consideration for each share of Common
Stock held by Lassonde Investor and Lassonde (U.S.A.) Inc. as of the Closing.
(b) All of the issued and outstanding shares of capital stock of Pomona
Holdings are directly or indirectly owned by P-L Holdings free and clear of all Liens. Pomona
Holdings does not and immediately after the Closing will not have any outstanding options or
COLUMBUS/795660.8
3

warrants relating to its capital stock or any outstanding securities or obligations convertible into
or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any
shares of its capital stock. There are no (i) outstanding obligations of Pomona Holdings to
repurchase, redeem or otherwise acquire any of its capital stock or (ii) voting trusts, proxies or
other agreements among its stockholders with respect to the voting or transfer of the capital stock
of Pomona Holdings. All of the issued and outstanding shares of capital stock of Pomona
Holdings have been duly authorized, validly issued, are fully paid and are nonassessable.
4.6 Securities. The Securities have been validly authorized, duly issued and fully
paid and are nonassessable. Pomona Holdings has (and upon payment of the Purchase Price
therefor at the Closing, each Purchaser shall obtain) good and marketable title to the Securities
purchased by such Purchaser, free and clear of all Liens.
4.7 Conduct of Business; Liabilities. Other than in connection with (a) the formation
and organization of P-L Holdings, Pomona Holdings and Merger Sub and (b) the negotiation,
execution and delivery of this Agreement and the Merger Agreement and the other agreements
contemplated thereby, prior to the consummation of the transactions contemplated by the Merger
Agreement, none of P-L Holdings, Pomona Holdings and Merger Sub has (i) conducted any
business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute,
contingent, unliquidated or otherwise, whether or not known and whether due or to become due
and regardless of when asserted), (iii) owned any assets, (iv) entered into any contracts or
agreements or (v) assuming the accuracy of the representations and warranties of the Purchasers
in this Agreement, violated any applicable laws or governmental rules or regulations.
4.8 Commissions and Fees. No commission, fee or other remuneration is to be paid
or given, directly or indirectly, to any Person by Pomona Holdings or its Affiliates for soliciting
such Purchaser to purchase the Securities.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE
PURCHASERS. Each Purchaser, severally but not jointly, represents and warrants to Pomona
Holdings that the statements contained in this Section 5 are correct and complete with respect to
such Purchaser as of the Closing Date:
5.1 Authorization. Such Purchaser has the power and authority (including, as
applicable, full corporate, limited liability company, limited partnership or trustee power and
authority), or in the case of an individual, the capacity, to execute and deliver this Agreement
and to perform such Purchaser’s obligations hereunder, all of which have been duly authorized
by all requisite action. This Agreement has been duly authorized, executed and delivered by such
Purchaser and constitutes a valid and binding agreement of such Purchaser, enforceable against
such Purchaser in accordance with its terms.
5.2 Non-contravention. The execution, delivery and performance by such Purchaser
of this Agreement and the consummation of the sales of Securities contemplated hereby do not
and will not (a) contravene any provision contained in such Purchaser’s organizational
documents or trust documents (if applicable), (b) conflict with, violate or result in a material
breach (with or without the lapse of time, the giving of notice or both) of or constitute a material
default (with or without the lapse of time, the giving of notice or both) under, or require the
COLUMBUS/795660.8
4

consent or approval of any third party under (i) any contract, agreement, commitment, indenture,
mortgage, lease, pledge, note, bond, license, permit or other instrument or obligation or (ii)
assuming satisfaction of the requirements set forth in Section 5.3, any judgment, order, decree,
statute, law, rule or regulation or other restriction of any Governmental Authority, in each case to
which such Purchaser is a party or by which such Purchaser is bound or to which any of such
Purchaser’s assets or properties are subject, or (iii) result in the acceleration of, or permit any
Person to terminate, modify, cancel, accelerate or declare due and payable prior to its stated
maturity, any material obligation of such Purchaser.
5.3 No Consents. Except for any requirement to qualify for a registration exemption
under the Securities Act or any applicable state securities laws, no notice to, filing with, or
authorization, registration, consent or approval of any Governmental Authority is necessary for
the execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby by such Purchaser, except for any consents, approvals, orders,
permits, authorizations, registrations, declarations, notices and filings for which no material
consequences will arise from the failure to make or obtain them.
5.4 Investment.
(a) The Securities are being acquired for such Purchaser’s own account and
not with a view to, or intention of, distribution thereof in violation of the Securities Act or any
applicable state securities laws and will not be disposed of in contravention of the Securities Act
or any applicable state securities laws.
(b) Such Purchaser has knowledge of and has had access to information
concerning the business, financial condition, properties, operations and prospects of P-L
Holdings, is sophisticated in financial matters, is able to evaluate the risks and benefits of the
investment in the Securities, and has determined that such investment in the Securities is suitable
for such Purchaser, based upon such Purchaser’s financial situation and needs, as well as such
Purchaser’s other securities holdings.
(c) Such Purchaser is able to bear the economic risk of such Purchaser’s
investment in the Securities for an indefinite period of time and such Purchaser understands that
the Securities have not been registered under the Securities Act and cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is
available. Such Purchaser further understands that the Securities are subject to certain restrictions
set forth in the P-L Holdings Stockholders’ Agreement.
(d) Such Purchaser has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of Securities and has had full access
to such other information concerning P-L Holdings as such Purchaser has requested.
(e) Such Purchaser acknowledges that: (i) Rule 144 under the Securities Act
is not available for resale of the Securities by such Purchaser because P-L Holdings does not
satisfy certain conditions of that Rule; (ii) for so long as such Rule is not available, any resale or
other transfer of such Securities under circumstances in which the seller or the person through
whom the sale is made may be deemed to be an underwriter, as that term is used in the Securities
COLUMBUS/795660.8
5

Act, may require compliance with some other exemption under the Securities Act or the rules
and regulations of the Securities and Exchange Commission; and (iii) any resale or other transfer
of such Securities at such time in the future as Rule 144 may be available which is made in
reliance upon Rule 144 can be made only in limited amounts in accordance with the terms and
conditions of said Rule (including the fact that such Securities must be held for minimum periods
of time).
(f) No commission, fee or other remuneration is to be paid or given, directly
or indirectly, to any Person by such Purchaser for soliciting such Purchaser to purchase the
Securities.
(g) Such Purchaser is an “accredited investor” as defined in Rule 501(a) under
the Securities Act. Such Purchaser is a resident of the state set forth opposite such Purchaser’s
name on Schedule A attached hereto and is not acquiring the Securities as a nominee or agent or
otherwise for any other person.
5.5 Employee Relationship. As an inducement to Pomona Holdings to sell the
Securities to the Purchaser, and as a condition thereto, each Purchaser acknowledges and agrees
(with respect to such Purchaser) that neither the sale of the Securities to such Purchaser nor any
provision contained herein shall entitle such Purchaser to remain in the employment of the
Surviving Corporation or affect any rights of the Surviving Corporation to terminate such
Purchaser’s employment. This Agreement shall not impair the rights of any Purchaser under any
written employment contract between such Purchaser and the Surviving Corporation, or the
rights of any Purchaser under the P-L Holdings Stockholders’ Agreement.
SECTION 6. MISCELLANEOUS PROVISIONS.
6.1 Notices. All notices or other communications required or permitted hereunder
shall be in writing and shall be delivered personally, by facsimile or sent by certified, registered
or express air mail, postage prepaid, and shall be deemed given when so delivered personally, or
by facsimile upon electronic confirmation of receipt, or if mailed by overnight courier service
guaranteeing next day delivery, one day after mailing, or if mailed in any other way, then upon
receipt, as follows:
If to Pomona Holdings:
COLUMBUS/795660.8
Lassonde Industries, Inc.
755 Principale
Rougemont, Quebec J0L 1M0
Attention: Jean Gattuso
with a copy to (which shall not constitute notice):
Squire, Sanders & Dempsey (US) LLP
4900 Key Tower
127 Public Square
Cleveland, OH 44114
Attention: Laura D. Nemeth, Esq.
6

If to a Purchaser:
COLUMBUS/795660.8
To the address for such Purchaser set forth on
Schedule A attached hereto.
or to such other address as any party hereto shall notify the other parties hereto (as provided
above) from time to time.
6.2 Governing Law; Jurisdiction. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York applicable to agreements made and to
be performed wholly within that jurisdiction; provided, that the issuances of Securities shall be
effected in accordance with the laws of the State of Delaware. In connection with any suit, action
or other proceeding arising out of or relating to this Agreement, the events giving rise to this
Agreement or any transaction contemplated hereby, the parties hereto hereby agree and consent
to be subject to the exclusive jurisdiction of the United States District Court for the Southern
District of New York, and in the absence of such Federal jurisdiction, the parties consent to be
subject to the exclusive jurisdiction of the state courts located in New York, New York, and
hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper
venue in connection with any such suit, action or other proceeding. In furtherance of the
foregoing, each of the parties (a) waives the defense of inconvenient forum, (b) agrees not to
commence, and agrees not to permit any Affiliate to commence, any suit, action or other
proceeding arising out of or relating to this Agreement or any transaction contemplated hereby
other than in any such court and (c) agrees that a final judgment in any such suit, action or other
proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or
in any other manner provided by law. Each party hereto further agrees that service of any
process, summons, notice or document by U.S. registered mail to such party’s address set forth
in Section 6.1 above shall be effective service of process for any claim, action or proceeding with
respect to any matters to which it has submitted to jurisdiction in this Section 6.2 or otherwise.
6.3 Assignment; Successors and Assigns; No Third-Party Rights. Except as
otherwise provided herein, this Agreement may not, without the prior written consent of the
other parties hereto, be assigned by operation of law or otherwise, and any attempted assignment
shall be null and void. This Agreement shall be for the sole benefit of the parties to this
Agreement and their respective heirs, successors, permitted assigns and legal representatives and
is not intended, nor shall be construed, to give any Person, other than the parties hereto and their
respective heirs, successors, assigns and legal representatives, any legal or equitable right,
remedy or claim hereunder.
6.4 Counterparts. This Agreement may be executed in two or more counterparts for
the convenience of the parties hereto, each of which shall be deemed an original and all of which
together will constitute one and the same instrument. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile or portable document format shall be effective as
delivery of a manually executed counterpart to this Agreement.
7

6.5 Titles and Headings. The titles and captions in this Agreement are for reference
purposes only, and shall not in any way define, limit, extend or describe the scope of this
Agreement or otherwise affect the meaning or interpretation of this Agreement.
6.6 Entire Agreement. This Agreement, including the Exhibit and Schedules attached
hereto, constitutes the entire agreement among the parties with respect to the matters covered
hereby and supersedes all previous written, oral or implied understandings among them with
respect to such matters. Notwithstanding the foregoing, the Merger Agreement and the P-L
Holdings Stockholders’ Agreement shall not be superseded by this Agreement and shall remain
in full force and effect.
6.7 Severability. The invalidity of any portion hereof shall not affect the validity,
force or effect of the remaining portions hereof.
6.8 No Strict Construction. Each of the parties hereto acknowledges that this
Agreement has been prepared jointly by the parties hereto and shall not be strictly construed
against either party. As a consequence, the parties do not intend that the presumptions of any
laws or rules relating to the interpretation of contracts against the drafter of any particular clause
should be applied to this Agreement and therefore waive their effects.
6.9 Specific Performance. Each of the Purchasers and Pomona Holdings
acknowledge that the rights of each party to consummate the transactions contemplated hereby
are unique and recognize and affirm that in the event of a breach of this Agreement by any party,
money damages would be inadequate and the non-breaching parties would have no adequate
remedy at law. Accordingly, the parties agree that non-breaching parties shall have the right to
specific performance, injunctive and/or other equitable relief (without the necessity of proving
the inadequacy as a remedy of money damages or the posting of bond or other security), in
addition to any other rights and remedies existing in their favor at law or in equity, to enforce
their rights and the other parties’ obligations hereunder. Each party agrees that such party will
not oppose the granting of an injunction, specific performance and other equitable relief on the
basis that another party has an adequate remedy at law or an award of specific performance is not
an appropriate remedy for any reason at law or equity.
6.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES
ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
6.11 Failure or Indulgence not Waiver. No failure or delay on the part of any party
hereto in the exercise of any right hereunder shall impair such right or be construed to be waiver
of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall
any single or partial exercise of any such right preclude any other or further exercise thereof or
any other right. All rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
6.12 Amendments and Waivers. This Agreement may be amended, modified, waived
and supplemented only by a written instrument authorized and executed by each party to this
Agreement.
COLUMBUS/795660.8
8

COLUMBUS/795660.8
[SIGNATURE PAGE FOLLOWS]
9

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
POMONA HOLDINGS: PURCHASERS:
POMONA HOLDINGS, INC.
By:
Name:
Title:
COLUMBUS/795660.8
[Signature Page to Stock Purchase Agreement]
CLEMENT DAVID PAPPAS 2009
IRREVOCABLE TRUST
By: __________________________
Name: Clement David Pappas
Title: Trustee
EDWARD L.B. PAPPAS 2009
IRREVOCABLE TRUST
By: __________________________
Name: Edward Pappas
Title: Trustee
ZACHARY P. PAPPAS 2009
IRREVOCABLE TRUST
By: __________________________
Name: Zachary Pappas
Title: Trustee
CLEMENT DIMITRI PAPPAS 2009
IRREVOCABLE TRUST
By: __________________________
Name: Clement Dimitri Pappas
Title: Trustee
T/U/A OF DEAN C. PAPPAS DATED
FEBRUARY 3, 2009, AS AMENDED
By: __________________________
Name: Dean C. Pappas
Title: Trustee

Name Address
TRUSTEE OF
CLEMENT
DAVID PAPPAS
2009
IRREVOCABLE
TRUST
TRUSTEE OF
EDWARD L.B.
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF
ZACHARY P.
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF
CLEMENT
DIMITRI
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF
T/U/A OF DEAN
C. PAPPAS
DATED
FEBRUARY 3,
2009, AS
AMENDED
COLUMBUS/795660.8
SCHEDULE A
c/o Clement David Pappas
One Collins Drive, Suite 200
Carneys Point, NJ 08069
c/o Edward Pappas
One Collins Drive, Suite 200
Carneys Point, NJ 08069
c/o Zachary Pappas
1016 Clinton St.
Philadelphia, PA 19107
c/o Clement Dimitri Pappas
One Collins Drive, Suite 200
Carneys Point, NJ 08069
Attention: DIMITRI
PAPPAS
c/o Dean Pappas
110 Compromise Rd
Salem, NJ 08079
A-1
Shares of P-L
Holdings
Common Stock
to be Purchased 1
Aggregate Purchase
Price 2
9,000.00 $9,000,000.00
6,500.00 $6,500,000.00
4,500.00 $4,500,000.00
7,000.00 $7,000,000.00
2,000.00 $2,000,000.00
TOTALS: 29,000.00 $29,000,000.00
1 Assumes Per Share Price of $1,000.
2 Such dollar and share amounts to be adjusted, on a pro rata basis, downwards if necessary to ensure
ownership of less than 20% of P-L Holdings and may, as provided in the Merger Agreement at the option of the
Pappas Group in connection with an Additional Equity Contribution, be adjusted upwards.

COLUMBUS/795660.8
SCHEDULE B
Post-Merger, Post-Stock Contribution and Post-Stock Purchase Capitalization of P-L Holdings
Authorized capital stock: 1,000,000 shares of voting common stock, par value $0.001 per share
Issued and outstanding capital stock: 150,000.00 shares of voting common stock, par value
$0.001 per share
Stockholder Address
LASSONDE (U.S.A.)
INC.
3346625 CANADA
INC.
TRUSTEE OF
CLEMENT DAVID
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF
EDWARD L.B.
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF
ZACHARY P.
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF
CLEMENT DIMITRI
PAPPAS 2009
IRREVOCABLE
TRUST
TRUSTEE OF T/U/A
OF DEAN C.
PAPPAS DATED
FEBRUARY 3, 2009,
AS AMENDED
c/o Lassonde Industries Inc.
755 Principale
Rougemont, Quebec J0L 1M0
c/o Lassonde Industries Inc.
755 Principale
Rougemont, Quebec J0L 1M0
c/o Clement David Pappas
One Collins Drive, Suite 200
Carneys Point, NJ 08069
c/o Edward Pappas
One Collins Drive, Suite 200
Carneys Point, NJ 08069
c/o Zachary Pappas
1016 Clinton St.
Philadelphia, PA 19107
c/o Clement Dimitri Pappas
One Collins Drive, Suite 200
Carneys Point, NJ 08069 Attention:
DIMITRI PAPPAS
c/o Dean Pappas
110 Compromise Rd
Salem, NJ 08079
B-1
Shares of Common Stock
Owned of Record 3
Percentage
Ownership 4
106,000.00 70.7%
15,000.00 10.0%
9,000.00 6.0%
6,500.00 4.3%
4,500.00 3.0%
7,000.00 4.7%
2,000.00 1.3%
TOTALS: 150,000.00 100.0%
3
Assumes Per Share Price of $1,000 per share of Common Stock and Lassonde equity contribution of
$121.0 million.
4
Such estimated amounts to be adjusted based on actual total equity funded to consummate the Merger and
as needed to ensure aggregate Pappas family ownership of less than 20% of P-L Holdings.

COLUMBUS/795660.8
EXHIBIT 1
[The certificate of incorporation of P-L Holdings, the bylaws of P-L Holdings and the certificate
of incorporation and bylaws of Pomona Holdings shall be in a form reasonably agreed to by
Pomona Holdings and the Purchasers.]
1-1