Draft Benchmarking Study Report Packing of Food Products

Introduction and Terms This document is a Comparable Uncontrolled Price (CUP) analysis performed in order to estimate an arm’s length range of royalty rates for licensing of trademarks for packing of food products. The search and the benchmarking analysis were conducted using the Royalty. Range proprietary database only and therefore only represent the data available in the Royalty. Range database. Royalty. Range benchmarking study does not follow any specific requirements under the legislation of any specific country and this is neither legal nor tax advice. This study is not the analysis of the arm's length nature of any specific agreement. Please check if the applied criteria, methodology, calculations, etc. are in line with your local country legislation. In order to arrive at any additional conclusions, further analysis is needed and our draft study is to be treated just as a representation of the data available in our database. 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Range uses its expertise to evaluate the information analyzed, due to the following facts Royalty. Range cannot guarantee the accuracy and consistency of information contained in the deliverable: (i) all information is extracted from public sources and Royalty. Range does not independently validate such information; (ii) some parts of the information are created through a subjective analysis; therefore, Royalty. Range gives no warranty for the accuracy of such information; (iii) the benchmarking studies are an indication and interpretation of the terms of publicly available information, third party databases and other documents; the client shall use the deliverable for further analysis in conjunction with other available information and documents. Royalty. Range does not indemnify the client for any damages, adjustments, loss of revenue, cost increase, lost sales and/or goodwill in connection with the deliverable provided or any other related services or data. The usage of the deliverable is the sole responsibility of the client. In any case, the client may not recover from Royalty. Range, in contract, under statute or otherwise, aggregate damages in excess of 1 (one) times the fee actually paid for the services or products that caused the loss. The Client shall indemnify Royalty. Range against any damages arising out of usage of the deliverable provided by Royalty. Range and shall defend Royalty. Range against all claims by the third parties. Royalty. Range cannot be held responsible for any internet, server disruptions, virus or any other IT threats. The detailed approach and the draft results of the search are provided in the following pages. Should you have any questions or comments, please do not hesitate to contact us. Kind regards, Royalty. Range Copyright © 2016 Royalty. Range 2

Executive Summary Royalty. Range has conducted the CUP analysis to estimate an arm’s length range of royalty rates for licensing of trademarks for packing of food products. The search study was conducted using the Royalty. Range proprietary database. Results The search resulted in 24 comparable third-party agreements associated with the licensing of intellectual property in the field under review. Royalty rates for licensing agreements range from [Undisclosed] % to [Undisclosed] % with an interquartile arm’s length royalty rate range of [Undisclosed] % to [Undisclosed] % and median of [Undisclosed] %. Copyright © 2016 Royalty. Range Arm’s length range of royalty rates Median [Undisclosed] % - [Undisclosed] % 3

OECD Regulatory Framework Transfer Pricing Regulatory Framework and Arm’s Length Principle The arm’s length principle and the related OECD Guidelines on transfer pricing form the internationally accepted standard for testing the appropriateness of intercompany transactions. The arm’s length principle is generally applied by 34 member countries of OECD and many non-member countries as well. The arm’s length principle is incorporated in Article 9 of OECD Model Convention on Income and on Capital, which forms the basis of the extensive network of bilateral tax treaties between countries. CUP Method The OECD Guidelines on transfer pricing impose a requirement that the most appropriate method be applied under the applicable facts and circumstances. The CUP method compares the price charged for property or services in a controlled transaction to the price charged for property or services in a comparable uncontrolled transaction. Copyright © 2016 Royalty. Range 4

Comparability of Transactions Application of the arm’s length principle is based upon a comparison of the economically relevant characteristics of the tested transaction with the economically relevant characteristics of transactions between independent companies. The tested controlled transaction must be sufficiently comparable to an external uncontrolled transaction. In the course of application of the CUP method, an external uncontrolled transaction should comply with the following OECD factors for comparability: • Characteristics of property or services; • Functional analysis; • Contractual terms; • Economic circumstances; • Business strategies. Copyright © 2016 Royalty. Range 5

Search Process Database Used The search was performed using the Royalty. Range proprietary database. The Royalty. Range database contains manually gathered analysed data. Each report is supplemented with original unredacted agreements, as well as filings and other types of documents which the data is gathered from. For the purposes of this study, the reference to agreements also means arrangements, public fillings, annual reports, 10 K forms, etc. Search Process The search process consists of the following stages: • Quantitative screening. Search process yields a list of potentially comparable reports. • Qualitative screening. The sample is manually reviewed and the final set of reports is selected. • Financial analysis. The range of royalty rates for third-party licensing agreements, an interquartile arm’s length royalty rate range and median are calculated. Search Strategy The search strategy is described in the coming slides. Copyright © 2016 Royalty. Range 6

Search Strategy The following search strategy was applied in the search process: Type of Intellectual Property or Agreement The agreements were selected if they were Trademark or Trade name agreements, or the licensed property included Trademark, Trade name or Brand. Keywords The following keywords were applied in the search process: Legume, Cereal, Food, Seed, Grain, Crop, Bean, Tobacco, Animal, Vegetable, Fruit, Dried, Soup, Flour, Spice, Wheat, Agricult, Farm, Harvest, Cultiv, Propagat, Grow, Coating, Feed, Packing, Packaging. Copyright © 2016 Royalty. Range 7

Search Strategy Industry Classification Codes The Nomenclature statistique des activités économiques dans la Communauté européenne, commonly referred to as NACE, is a statistical classification of economic activity in the European Community. The following NACE rev. 2 codes were used in the search process: 10 - Manufacture of food products; 01. 64 - Seed processing for propagation; 46. 21 Wholesale of grain, unmanufactured tobacco, seeds and animal feeds. Standard Industrial Classification, commonly referred as SIC, is a classification assigned by the U. S. government to business establishments to identify the primary business of the establishment. The following SIC codes were used in the search process: 5153 - Grain and field beans; 2034 - Dried and dehydrated fruits, vegetables, and soup mixes. Copyright © 2016 Royalty. Range 8

Quantitative Screening The search process yielded a list of 308 potentially comparable Primary reports which corresponded the specifications of the search strategy applied. The Primary reports contain description of object, information on Licensor’s and Licensee’s activities, territory, licensing period, exclusivity, restrictions of the use, rights to enhancements, royalty calculation base and characterisation of the transaction involving intangibles. The Primary reports exclude information on royalty rates, other compensations details, as well as some other information. The full list of the Primary reports is presented in the Appendix, ‘Quantitative Screening’ sheet. Copyright © 2016 Royalty. Range 9

Qualitative Screening I The qualitative screening involves a two step process. First Step The first step involved a review of the Primary reports containing a description of the terms of the licensing agreements. The arrangements were accepted not only based on the agreements, but also based on the public disclosures in the annual reports, form 10 K, etc. The main reasons for rejecting Primary reports were the following: • Agreements involving non-comparable type of intellectual property; • Agreements involving non-comparable types of products; • Non-comparable characterisation of the transaction involving intangibles; • Non-comparable royalty calculation base; • Agreements were concluded with individual, non-profit entity or between related parties. The list of the rejected reports and the reasons for which these reports were rejected are provided in the Appendix, ‘Quantitative Screening’ sheet. As a result of this stage a total of 35 Primary reports were selected as potentially comparable for further analyses. The list of 35 Final reports selected as potentially comparable is provided in the Appendix, ‘Qualitative Screening‘ sheet. Copyright © 2016 Royalty. Range 10

Qualitative Screening II Second Step The second step involved downloading the 35 Final reports and reviewing the full data on the earlier selected potentially comparable Primary reports. The reason for rejection of potentially comparable Final reports was the following: • Agreements involved significant or undisclosed value equity compensation. A total of 24 agreements were identified as comparable. The list of the Final reports is provided in the Appendix, ‘Qualitative Screening’ sheet. The list of the rejected Final reports and the reasons for which these reports were rejected are also provided in the Appendix, ‘Qualitative Screening’ sheet. Copyright © 2016 Royalty. Range 11

Royalty Rates Used in the Analysis For the purposes of the analysis, the royalty rates were used in the calculations in accordance with the following conditions: • Where one agreement contains several royalty values for similar products or services which vary depending on volumes or other conditions, an average value is calculated and is used in the calculation. Copyright © 2016 Royalty. Range 12

Overview of the Selected Agreements I The following table provides an overview of the selected agreements. Unique Code Licensor Licensee Description of Object Geographical Scope Date of Agreement Base Royalty Rate Used in the Analysis The States of Maryland, Virginia, License to manufacture, distribute, promote and sell [UNDISCLOSED FOR PREVIEW] cereal North Carolina, boxes featuring [UNDISCLOSED FOR PREVIEW] (baseball player) in a uniform, bearing the South Carolina, and 01/04/1999 logos, names, character, symbols, designs, word marks, likenesses and related Florida, the City of identifications of [UNDISCLOSED FOR PREVIEW] (Major League Baseball team). Philadelphia, PA, and the District of Columbia Net sale [Undisclosed] RR 20141001 T 05001 [Undisclosed] RR 20141001 T 05005 [Undisclosed] License to manufacture, distribute, promote and sell [UNDISCLOSED FOR PREVIEW] cereal The United States of [Undisclosed] boxes [UNDISCLOSED FOR PREVIEW] bearing the logos, names, character, symbols, designs, 01/04/1994 America word marks, likenesses and related identifications of [UNDISCLOSED FOR PREVIEW]. Net sale [Undisclosed] License to manufacture, distribute, promote and sell cereal boxes featuring [UNDISCLOSED FOR PREVIEW] (baseball player) in uniform, bearing the logos, names, character, symbols, The State of [Undisclosed] designs, word marks, likenesses and related identifications of [UNDISCLOSED FOR PREVIEW]Washington and the 01/04/1999 (Major League Baseball team), and packaged with limited edition baseball trading cards in City of Miami, FL random boxes. Net sale [Undisclosed] License to manufacture, distribute, promote and sell [UNDISCLOSED FOR PREVIEW] cereal boxes [UNDISCLOSED FOR PREVIEW] bearing the logos, names, character, symbols, designs, The States of Texas, [Undisclosed] word marks, likenesses and related identifications of [UNDISCLOSED FOR PREVIEW] (Major Florida and the City 01/04/1999 League Baseball team), and packaged with limited edition baseball trading cards in random of New Orleans, LA boxes. Net sale [Undisclosed] License to manufacture, distribute, promote and sell cereal boxes [UNDISCLOSED FOR The State of Arizona PREVIEW] bearing the logos, names, character, symbols, designs, word marks, likenesses and California 01/04/1999 and related identifications of [UNDISCLOSED FOR PREVIEW] (Major League Baseball team), (Northern region and packaged with limited edition baseball trading cards in random boxes. only) Net sale [Undisclosed] RR 20141001 T 05004 RR 20141001 T 05002 RR 20141001 T 05003 Copyright © 2016 Royalty. Range [Undisclosed] 13

Overview of the Selected Agreements II Unique Code Licensor Licensee RR 20130530 T 06003 [Undisclosed] RR 20150807 T 09001 [Undisclosed] RR 20141028 T 09002 [Undisclosed] RR 20141010 T 05001 [Undisclosed] RR 20141003 T 05001 [Undisclosed] Copyright © 2016 Royalty. Range Description of Object Geographical Scope Date of Agreement United States of America, its territories License under trademark, copyright and trade name rights to manufacture, distribute, and possessions market, promote, advertise and sale [UNDISCLOSED FOR PREVIEW] brand ground and 01/04/2007 including United States whole bean coffee products. military exchanges worldwide The United States of License to utilize trademarks and trade names in connection with manufacturing, America, Canada and 21/02/2001 marketing and distribution of pre-baked ready-to-eat cookies packaged for food service. Mexico License to use names, likenesses, styles, patent, know-how, trademarks, logos, domain United States of names, copyrights and all other attributes related to nutritional foods, nutritional and America, Canada and 05/02/2003 dietary supplements and right to distribute, research formulate, develop, manufacture, Switzerland package and sell licensed products in the following channels of distribution. License under trademarks, copyrights, names, symbols, likenesses and other indicia related to video game character [UNDISCLOSED FOR PREVIEW] to manufacture, distribute Global grant 17/07/2002 and sell milk chocolate, peanut butter, peanuts, caramel candy, bars, milk chocolate and peanut butter boxed candy. Global grant – for sales, distribution and License under [UNDISCLOSED FOR PREVIEW] trademark, technology, system promotion of licensed [UNDISCLOSED FOR PREVIEW] patents and know-how related to growing plants in a plants; Commonwealth 27/06/2010 controlled environment to grow, promote, market, sell and distribute fruits, vegetables, of Massachusetts – for herbs and spices. plant growing and production Base Royalty Rate Used in the Analysis Net sale [Undisclosed] [Undisclosed] Net sale [Undisclosed] 14

Overview of the Selected Agreements III Unique Code Licensor RR 20140701 T 05003 [Undisclosed] RR 20140701 T 05001 [Undisclosed] RR 20140908 T 05001 [Undisclosed] RR 20140829 T 05002 [Undisclosed] License to use the [UNDISCLOSED FOR PREVIEW] trademarks to manufacture and sell instant noodles. RR 20140829 T 05001 [Undisclosed] License to use the [UNDISCLOSED FOR PREVIEW] trademark license to manufacture and sell instant noodles. RR 20140402 T 03001 [Undisclosed] Copyright © 2016 Royalty. Range Licensee Description of Object Geographical Scope Date of Agreement License to use [UNDISCLOSED FOR PREVIEW] trademarks in connection with the [Undisclosed] production, manufacture, distribution and sale of roasted whole bean and ground coffee at United States 04/02/2004 the retail distribution level. License to use licensed property (including names, copyrights and trademarks) related to United States and [Undisclosed] certain comic book characters in connection with the manufacture, promotion, sale and 30/06/2001 Canada distribution of licensed liquid candy drops sold in blister packs or in containers. Global grant for the use of trademark and License to use [UNDISCLOSED FOR PREVIEW] trademark, domain name [UNDISCLOSED FOR other intellectual PREVIEW], trade dress, logos, service marks on or in connection with goods related to preproperty (know[Undisclosed] made pancake mix and other services in the food service industry and license to use certain 12/05/2013 how, copyrights, patents, know-how, trade secrets and copyrights related to the sport of tennis in etc. ); United States connection with the manufacture, marketing, distribution and sale of products and services. for the use of certain licensor's patents Base Royalty Rate Used in the Analysis Net sale [Undisclosed] Net revenue [Undisclosed] Sale amount [Undisclosed] 01/11/2002 Sale amount [Undisclosed] License to use the mark [UNDISCLOSED FOR PREVIEW] in connection with the manufacture, The territory of the marketing and sale of the product (any and all soft frozen yogurt mix manufactured and 06/09/2001 United States sold directly or indirectly). Net sale [Undisclosed] Saudi Arabia and 01/01/2006 Middle East Nigeria 15

Overview of the Selected Agreements IV Licensee Description of Object RR 20140710 T 05001 [Undisclosed] License and right under trademarks, copyrights and likeness related to racing personality [UNDISCLOSED FOR PREVIEW] to manufacture, package and sell mints. RR 20131112 T 03001 [Undisclosed] License under technology, patents, trade secrets and know-how to make, use, import into and sell food service disposables designed primarily for use as a sandwich or other food wrap The United States, [Undisclosed] [UNDISCLOSED FOR PREVIEW]; Licensee is authorized and required to use licensor's 04/02/2004 Net sale [Undisclosed] Canada, Mexico trademarks and service marks owned by licensor in connection with marketing, distribution and sale of licensed products. RR 20140121 T 05002 [Undisclosed] RR 20140113 T 06001 [Undisclosed] RR 20130112 T 01002 [Undisclosed] RR 20150703 T 09001 [Undisclosed] Copyright © 2016 Royalty. Range Base Royalty Rate Used in the Analysis Licensor License under licensor's trademarks, trade dress and copyrights to manufacture, advertise, promote, sell and distribute frozen food and certain shelf-stable licensed products. Geographical Scope Date of Agreement Unique Code The United States of Net sale 22/11/1999 [Undisclosed] America price United States of America 04/11/2010 Net sale [Undisclosed] License to manufacture and sell ice cream products and to use [UNDISCLOSED FOR PREVIEW] The United States of Net sale; 19/01/2012 [Undisclosed] mark in connection with such sales. America Price License under licensed trademarks rights to manufacture, advertise, promote, sell and distribute coffee in all its forms and derivations, regardless of portions, sizes, or packaging in connection with coffee roasting services, coffee production services, and coffee sales, supply, distribution and support services, excluding coffee houses. License under copyright, trade secret, know-how, goodwill, patent and trademark rights to use certain technology relating to a fully portable and scalable, self-contained controlled environment agriculture cultivation facility, which may be used for cultivation year round in most climates as long as water and electricity are available. Global grant 13/09/2012 Net sale [Undisclosed] Global grant 01/07/2015 Gross [Undisclosed] revenue 16

Overview of the Selected Agreements V Unique Code Licensor Licensee Description of Object RR 20140805 T 05002 [Undisclosed] License under brand name and trademark [UNDISCLOSED FOR PREVIEW], copyrights, domain name, trade secrets, know-how, production processes and other intellectual property to [Undisclosed] produce and sell medical cannabis products made from hemp and low-THC cannabis plants for intended consumption by pets. RR 20130614 T 04001 [Undisclosed] Copyright © 2016 Royalty. Range License under the licensor's patents, technology, know-how, trademarks to manufacture plastic closures for use on containers and to use and sell those products. Geographical Scope Date of Agreement Global grant 29/07/2014 Base Royalty Rate Used in the Analysis Gross [Undisclosed] proceed United Kingdom, 20/11/2002 Net sale [Undisclosed] Republic of Ireland 17

Calculating the arm’s length royalty rate range The OECD Guidelines on transfer pricing indicate that statistical tools that take account of central tendency to narrow the range (e. g. the interquartile range or other percentiles) might help to enhance the reliability of the analysis. It also states that it may be appropriate to use measures of central tendency in order to minimise the risk of error due to unknown or unquantifiable remaining comparability defects. The following statistical tools were used for the purposes of the analysis: Quartile There are three variate values which separate the total frequency of a distribution into four equal parts. The central value is called the median and the other two the upper and lower quartiles respectively. Interquartile range The variate distance between the upper and lower quartiles. This range contains one half of the total frequency and provides a simple measure of dispersion which is useful in descriptive statistics. Median The median is that value of the variate which divides the total frequency into two halves. *Source: http: //stats. oecd. org/glossary/ A Dictionary of Statistical Terms, 5 th edition, prepared for the International Statistical Institute by F. H. C. Marriott. Published for the International Statistical Institute by Longman Scientific and Technical. Taking into consideration the aforementioned, the interquartile range and median could be considered as falling within an arm’s length royalty rate range. Copyright © 2016 Royalty. Range 18

Royalty Rate Range The following table provides the results of the analysis. Range Royalty rate Maximum [Undisclosed] % Upper quartile [Undisclosed] % Median [Undisclosed] % Lower quartile [Undisclosed] % Minimum [Undisclosed] % Royalty rates for licensing agreements range from [Undisclosed] % to [Undisclosed] % with an interquartile arm’s length royalty rate range of [Undisclosed] % to [Undisclosed] % and median of [Undisclosed] %. Copyright © 2016 Royalty. Range 19

Appendix You may find the list of primary and final reports under the ‘Quantitative screening’ and ‘Qualitative screening’ tabs (at the lower left corner of the Excel file) accordingly. ‘Quantitative Screening‘ sheet The list of 308 Primary reports (with indication of the rejected reports and the reasons for which these reports were rejected) ‘Qualitative Screening‘ sheet The list of 35 Final reports (with indication of the rejected reports and the reasons for which these reports were rejected) Copyright © 2016 Royalty. Range 20

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