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Material Contracts Reviewed Notes

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M&A Workshop 3


Parties and Date

Supply and Marketin g Agreeme nt

YB Foods Limited ("YB Foods") And Garcia Alumbra SPA ("Garcia") DATE: 24th March 2011 (first expires 24th March 2014 but automatic renewal)

Supply Agreeme nt

Mayson Plastics Limited ("Supplier") And YB Foods Limited ("YB Foods") DATE: 21st April 2011 (first expires 21st April 2015 but automatic renewal)

Software Licence Agreeme nt

Ais Limited ("Supplier") And YB Foods

Subject Matter of Contract

Rights of renewal

Commercial Contract This agreement relates to the supply and marketing of the products of YB Foods Limited and Yoplam SARL in supermarkets operated by Garcia across Spain and Italy

3 year term after which time it will continue unless terminated by three months written notice by either party.

Three months written notice by either party.

Supplier to supply and YB Foods to purchase form supplier EV147 packaging units under the terms of the contract.

4 year term after which time it will continue unless terminated by a six month notice by either party.

Six month notice

Yes Mayson may terminat e the contract on change of Control


10 Years. (expires 9th January 2022)

For breach of contract at any time on written notice

Yes - Ais can terminat e the contract

Termination Provisions

Change of Control

Assignmen t



Immediate termination rights for both parties in the event of a material breach of any obligation.

Considerati ons/
Fee Structures Confidentiali ty requirement s on both parties

Confidentiali ty

Yes - the software cannot be assigned without AIS

Confidentiali ty

Other Commitments

Govern ing Law

- Price of products determined by an agreed formula based on agreed sales levels (details available on request)
- YB Foods to comply with all food and labelling regulations in all jurisdictions where the products are sold and reimbursement to Garcia in relation to any breach of this obligation.
- Garcia to display and storage requirements
- Exclusivity clause, which limits the ability of seller to deal with other.
- There is a minimum purchase obligation.

Spanish Law

No sub-licensing, assignment, transfer of the license or the software.

English Law

English Law

M&A Workshop 3 DATE: 9th January 2012 (expires 9th January 2022)

on change of control


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