Common use of Provision of Services Clause in Contracts

Provision of Services. Subject to the terms and conditions of this Agreement, Seller shall provide, or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope of the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the Company.

Provision of Services. Subject to (a) On the terms and subject to the conditions of this Agreementcontained herein, Seller IAC agrees with each Spinco, as applicable, that it shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by IAC (such designated Subsidiaries, Affiliates and employees, together with IAC, being herein collectively referred to be providedas the “IAC Service Providers”) to provide, to Purchaser such Spinco the services (“IAC Services”) listed on the Schedule of Services attached hereto (the “Services Schedule”) as being performed by IAC or a member of its Corresponding Group identified in the column of the Services Schedule titled “Spin Party” and being received by such Spinco. Subject to Section 3.01, any decisions as to which of the IAC Service Providers (including the decisions to use third parties) shall provide the IAC Services shall be made by IAC in its sole discretion, except to the extent specified in the Services Schedule. Each IAC Service shall be provided in exchange for the benefit of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services consideration set forth with respect to such IAC Service on the management of Services Schedule or as IAC and such Spinco may otherwise agree in writing. Each IAC Service shall be provided and accepted in accordance with the Piedras Negras Plant (terms, limitations and conditions set forth herein and on the “Brewery Operations Services”);Services Schedule. (b) consulting On the terms and subject to the conditions contained herein, TMSpinco agrees with each other Spinco and IAC, as applicable, that it shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with TMSpinco, being herein collectively referred to as the “Ticketmaster Service Providers”) to provide, to such other Spinco or IAC, as applicable, the services (“Ticketmaster Services”) listed on the Services Schedule as being performed by TM or a or a member of its Corresponding Group identified in logistical mattersthe column of the Services Schedule titled “Spin Party” and being received by such other Spinco or IAC, materials resource planning as applicable. Subject to Section 3.01, any decisions as to which of the Ticketmaster Service Providers (including the decisions to use third parties) shall provide the Ticketmaster Services shall be made by TMSpinco in its sole discretion, except to the extent specified in the Services Schedule. Each Ticketmaster Service shall be provided in exchange for the consideration set forth with respect to such Service on the Services Schedule or as TMSpinco and advisory services on procurement matters the applicable recipient of the Ticketmaster Services may otherwise agree in connection writing. Each Ticketmaster Service shall be provided and accepted in accordance with the transitioning of terms, limitations and conditions set forth herein and on the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”);Services Schedule. (c) general administrative services currently provided at On the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance terms and regulatory compliance, services related subject to the testing conditions contained herein, HSNSpinco agrees with each other Spinco and IAC, as applicable, that it shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with HSNSpinco, being herein collectively referred to as the “HSN Service Providers”) to provide, to such other Spinco or IAC, as applicable, the services (“HSN Services”) listed on the Services Schedule as being performed by HSN or a member of products and packaging its Corresponding Group identified in Crown’s current development pipeline as the column of the date Services Schedule titled “Spin Party” and being received by such other Spinco or IAC, as applicable. Subject to Section 3.01, any decisions as to which of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test breweryHSN Service Providers (including the decisions to use third parties) shall provide the HSN Services shall be made by HSNSpinco in its sole discretion, human resources except to the extent specified in the Services Schedule. Each HSN Service shall be provided in exchange for the consideration set forth with respect to such Service on the Services Schedule or as HSNSpinco and promotional, retail and licensing services performed by GModelo Corporation as the applicable recipient of the date of the Stock Purchase Agreement (it being agreed HSN Services may otherwise agree in writing. Each HSN Service shall be provided and understood Purchaser that shall use its reasonable best efforts, accepted in accordance with the cooperation of Sellerterms, to identify limitations and engage a Third Party to perform such promotional, retail conditions set forth herein and licensing services (or perform such services itself) as soon as practicable after on the date hereof) (collectively, the “Other G&A Services”);Services Schedule. (d) services relating On the terms and subject to the Brewery Expansion Plan conditions contained herein, Interval Spinco agrees with each other Spinco and IAC, as more fully applicable, that it shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees designated by it (such designated Subsidiaries, Affiliates and employees, together with Interval Spinco, being herein collectively referred to as the “Interval Service Providers”) to provide, to such other Spinco or IAC, as applicable, the services (“Interval Services”) listed on the attached Services Schedule as being performed by Interval or a member of its Corresponding Group identified in the column of the Services Schedule titled “Spin Party” and being received by such other Spinco or IAC, as applicable. Subject to Section 3.01, any decisions as to which of the Interval Service Providers (including the decisions to use third parties) shall provide the Interval Services shall be made by Interval Spinco in its sole discretion, except to the extent specified in the Services Schedule. Each Interval Service shall be provided in exchange for the consideration set forth with respect to such Service on the Services Schedule 2.01(d) (or as Interval Spinco and the “Brewery Expansion Services”); andapplicable recipient of the Interval Services may otherwise agree in writing. Each Interval Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on the Services Schedule. (e) On the supply of aluminum cansterms and subject to the conditions contained herein, glassTree Spinco agrees with each other Spinco and IAC, maltas applicable, crowns that it shall provide, or shall cause its Subsidiaries and capsAffiliates and their respective employees designated by it (such designated Subsidiaries, hops, corn starch, can lids, Cartons Affiliates and Yeast (the “Supply Services”, andemployees, together with Tree Spinco, being herein collectively referred to as the Brewery Operations “Tree Service Providers” and together with the IAC Service Providers, the Ticketmaster Service Providers, the HSN Service Providers and the Interval Service Providers, being herein collectively referred to as the “Service Providers”) to provide, to such other Spinco or IAC, as applicable, the services (“Tree Services” and together with the IAC Services, the Other G&A Ticketmaster Services, the Procurement and Logistics Transition HSN Services and the Brewery Expansion Interval Services, being herein collectively referred to as the “Services”); provided, however, that under no circumstances shall ) listed on the Services include services related Schedule as being performed by LT or a member of its Corresponding Group identified in the column of the Services Schedule titled “Spin Party” and being received by such other Spinco or IAC, as applicable. Subject to or connected with Section 3.01, any decisions as to which of the Tree Service Providers (iincluding the decisions to use third parties) capital expenditures (other than shall provide the consulting service required Tree Services shall be made by Tree Spinco in its sole discretion, except to the extent specified in the Services Schedule. Each Tree Service shall be provided in connection with exchange for the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than consideration set forth with respect to Supply Services); providedsuch Service on the Services Schedule or as Tree Spinco and the applicable recipient of the Tree Services may otherwise agree in writing. Each Tree Service shall be provided and accepted in accordance with the terms, further, that other than with respect to limitations and conditions set forth herein and on the Brewery Expansion ServicesServices Schedule. (f) As used in this Services Agreement, the scope of term “Receiving Party” shall mean the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant Party receiving (or the CompanyParty another member of whose Corresponding Group is receiving) the applicable Services from a Service Provider.

Provision of Services. Subject (a) Western agrees to the terms and conditions of this Agreement, Seller shall provide, or an agrees to cause its Subsidiaries to be providedprovide, to Purchaser for the benefit on behalf of the Company Northern Tier Parties and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (togetherNorthern Tier Parties’ benefit, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Serviciosset forth on Exhibit A-1, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform which such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Western Services”) are necessary to run the business of the Northern Tier Parties (the “NTI Business”);, and such other services as may be agreed by the Parties in writing from time to time. (b) Northern Tier agrees to provide, and agrees to cause its Subsidiaries to provide, on behalf of the Western Parties and for the Western Parties benefit, the services set forth on Exhibit B-1, which such services (collectively, the “NTI Services”) are necessary to run the business of the Western Parties (the “Western Business”), and such other services as may be agreed by the Parties in writing from time to time. (c) All NTI Services and Western Services provided hereunder, as applicable, shall be done in a safe and workmanlike manner consistent with standard industry practices. (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope of the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything herein to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion in recognition of the Piedras Negras Plant fact that the services to be performed and provided by the Parties hereunder are to be furnished, performed and provided in exchange for the reimbursement provided herein, the Parties shall only be liable to one another for gross negligence or willful misconduct in the Companyperformance of their obligations hereunder, AND NO PARTY NOR ANY OF ITS AFFILIATES OR AGENTS AS SUCH PARTY SHALL APPOINT TO PERFORM DUTIES HEREUNDER OR THEIR RESPECTIVE DIRECTORS, STOCKHOLDERS, OFFICERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, SUCCESSORS, TRANSFEREES AND ASSIGNEES, SHALL BE LIABLE TO THE OTHER PARTY OR PERSONS WHO HAVE ACQUIRED INTERESTS IN THE OTHER PARTY, WHETHER AS SHAREHOLDERS, PARTNERS, ASSIGNEES OR OTHERWISE, FOR ERRORS IN JUDGMENT OR FOR ANY ACTS OR OMISSIONS THAT DO NOT CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Provision of Services. Subject (a) Oil States agrees to provide, or to cause its Affiliates to provide, the services (the “Oil States Services”) set forth on Exhibit A attached hereto (as such exhibit may be amended or supplemented pursuant to the terms and conditions of this Agreement, Seller shall the “Oil States Service Exhibit”) to Civeo for the respective periods and on the other terms and conditions set forth in this Agreement and in the Oil States Service Exhibit. Civeo agrees to provide, or to cause its Affiliates to be providedprovide, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Civeo Services”); (b) consulting services in logistical matters, materials resource planning ” and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Oil States Services, the “Services”) set forth on Exhibit B attached hereto (as such exhibit may be amended or supplemented pursuant to the terms of this Agreement, the “Civeo Service Exhibit” and together with the Oil States Service Exhibits, the “Service Exhibits”) to Oil States for the respective periods and on the other terms and conditions set forth in this Agreement and in the respective Civeo Service Exhibits. (b) The Parties hereto acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Parties agree to use commercially reasonable efforts to make a transition of Service to their own internal organization or to obtain alternate third-party sources to provide the Services. (c) Subject to Section 2.03 and Section 2.04 and the obligations of the Parties under this Agreement to provide Services shall terminate with respect to each Service on the end date specified in the applicable Service Exhibit (the “End Date”); provided. Notwithstanding the foregoing, however, the Parties acknowledge and agree that under no circumstances shall the Party requesting provision of the Services include services related (the “Service Recipient”) may determine from time to time that it does not require all the Services set out on the applicable Service Exhibit or connected that it does not require such Services for the entire period up to the applicable End Date. Accordingly, the Service Recipient may terminate any Service, in whole or in part, upon notification to the Party providing the Services (the “Service Provider”) in writing of any such determination. Upon termination of a Service, there shall be no liability on the part of either Party with respect to that Service, other than that such termination shall not (i) capital expenditures (other than relieve either Party of any liabilities resulting from any pre-termination breach hereof by such Party in the consulting service required to be provided in connection with the Brewery Expansion Services)performance of such terminated Service, (ii) innovation (relieve either Party of any payment obligation with respect to such services in clauses (i) and (ii), together, Service arising prior to the “Excluded Services”) and date of such termination or (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope affect any rights arising as a result of the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant breach or the Companytermination.

Provision of Services. (a) Subject to the terms and conditions of this Agreement, Seller shall provide, or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline commencing as of the date hereof and continuing until such time as this Agreement has been terminated in accordance with Section 6 of this Agreement, in addition to Centene’s obligations set forth in Section 4.1 and Section 4.2 of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test breweryJV Agreement, human resources Centene and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall its Affiliates agree to use its reasonable best efforts, with the cooperation of Seller, Reasonable Efforts to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform provide such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Centene Services”) as are reasonably necessary to assist Network Sub with respect to (x) the formation of its business and the commencement of operations; (y) its obligations to create, recruit, build, develop, manage, operate and maintain the Plan Network; and (z) providing additional services to PlanCo under the provisions of the Network Sub Services Agreement (collectively, the “Network Sub Obligations”), including, without limitation: (i) from and after the expiration of the Interim Period, provide such assistance to Network Sub as may be reasonably requested in connection with the performance of its obligations under the provisions of the Network Sub Services Agreement; (dii) services relating from and after the expiration of the Interim Period, continuing to perform its obligations under Section 4.2 of the JV Agreement with respect to the Brewery Expansion recruitment and retention of Health Care Providers to participate in the Plan Network as Participating Providers; (iii) consulting with Network Sub and its personnel in order to develop a business plan, financial plan and capitalization plan to ensure that Network Sub and its personnel are able to: (A) begin functioning as an independent entity and a going concern; (B) create, recruit, build, develop, manage, operate and maintain the Plan Network as a comprehensive network of Participating Providers to serve the Medicaid beneficiaries enrolled, assigned or attributed to NC Health Plan; and (C) perform ongoing education and provider relations services for all Participating Providers and Provider Employers, with the goal of enhancing the operations and competitiveness of NC Health Plan and reaching clinically and operationally sound solutions to genuine issues raised by Participating Providers; (iv) providing Network Sub with access to data and analytics to facilitate implementation of value-based models of care on the broadest possible scale with such models of care making maximum practical use of quality measures and activities, data reporting and other properly functioning elements of the Medicare Shared Savings Program, the Merit-based Incentive Payment System and Alternative Payment Models implemented or recognized by the Centers for Medicare and Medicaid Services; (v) collecting the necessary information from Participating Providers to timely and regularly update the Participating Provider files; (vi) providing Network Sub and Participating Providers with access to the Casenet TruCare platform (including Centene claims data for applicable patient care in accordance with all applicable federal, state and local laws (including, without limitation, The Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) and all Centene medical record and claims data polices) in order to more fully set forth effectively and efficiently coordinate case management services, provided that such access shall be provided (A) subject to the terms and conditions of Casenet’s standard license agreement, and (B) on Schedule 2.01(da discounted basis in accordance with value-based arrangements; (vii) (making good faith efforts to effect a correction or other reasonable resolution of any errors or defects detected by Network Sub, NC Health Plan or Centene in the “Brewery Expansion Services”)management information system; and (eviii) as and when agreed to by the supply JV Parties and PlanCo, market and advertise the Plan Network and NC Health Plan, including preparation and distribution of aluminum canspromotional and marketing materials. (b) In addition to the foregoing, glass, malt, crowns Centene agrees to respond in good faith to any reasonable request by Network Sub for access to any additional services that are necessary to assist Network Sub and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together its personnel in connection with the Brewery Operations Services, performance of the Other G&A Services, Network Sub Obligations. Any such additional services so provided by Centene shall constitute Centene Services under this Agreement and be subject in all respects to the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”)provisions of this Agreement as if fully set forth herein; provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, extent any such additional services materially increase the scope of the foregoing Centene Services beyond the services contemplated by Section 1(a), Network Sub and Centene shall cooperate in good faith to ensure that Centene is adequately compensated for such additional services. (c) For such time as any employees of Centene or any of its Affiliates are providing the Centene Services to Network Sub under this Agreement, (i) such employees will remain employees of Centene or such Affiliate, as applicable, and shall not be required deemed to be greater than the scope employees of the services that were provided by Network Sub for any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Datepurpose; and (ii) Centene or such Affiliate, but such scope as applicable, shall be at least equal solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker's compensation, and the withholding and payment of applicable taxes relating to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Datesuch employment. (d) THE CENTENE SERVICES TO BE PROVIDED HEREUNDER SHALL BE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. Notwithstanding anything to the contraryWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the CompanyCENTENE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND REGARDING THE CENTENE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, QUALITY OR ACCURACY. BY EXECUTION OF THIS AGREEMENT, NETWORK SUB ACKNOWLEDGES AND AGREES THAT CENTENE HAS NOT MADE, AND NETWORK SUB IS NOT RELYING UPON, ANY REPRESENTATION OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE CENTENE SERVICES.

Provision of Services. Subject 30.1 The Landlord will provide the Services but will have no liability to the terms and conditions of this Agreement, Seller shall provide, or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, ServiciosTenant: (a) consulting services with respect for the interruption of a Service due to inspection, testing, servicing, repair, maintenance, renewal, replacement, alteration or other work (in which event the management of Landlord will provide the Piedras Negras Plant (the “Brewery Operations Services”Service again as soon as reasonably practicable); (b) consulting services in logistical mattersfor failure to provide a Service due to damage, materials resource planning and advisory services on procurement matters in connection with breakdown, bad weather, fuel or water shortage or any other cause of whatever nature beyond the transitioning of Landlord’s reasonable control (although the operations of Landlord will then do all it reasonably can to provide the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”Service again or provide an alternative Service as soon as reasonably practicable); (c) general administrative services currently provided for withdrawing or failing to provide any Services (except those relating to the repair, maintenance and decoration of the Building and the Conduits or the supply of water, gas and electricity in it) which the Landlord reasonably considers at the Piedras Negras Plant or time to Serviciosbe inappropriate. 30.2 The Landlord will administer the Services and the Service Charge in good faith. Unless there are sound reasons for following alternative procedures, including information technology (IT Service), finance and regulatory compliance, services related the Landlord will have regard to the testing of products provisions and packaging in Crown’s current development pipeline as recommendations of the date Service Charge Code. 30.3 The Landlord will: (a) ensure that the Services are provided in a commercial and professional manner; (b) ensure that the quality and cost of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test breweryServices are appropriate to the Building and are regularly reviewed to ensure that value for money is being achieved; (c) promptly advise the Tenant in writing of: (i) its policies and procedures relating to the procurement, human resources administration and promotional, retail and licensing services performed by GModelo Corporation as management of the date Services; (ii) proposals and other factors of which the Stock Purchase Agreement Landlord becomes aware that will substantially increase or are likely to result in a significant variation in the actual Service Costs for any Account Period; and (it being agreed and understood Purchaser that shall use iii) a summary of its reasonable best efforts, with tender process for any substantial works at the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”)Tenant’s request; (d) services relating respond promptly to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (Tenant’s reasonable queries and have regard to the “Brewery Expansion Services”)Tenant’s reasonable representations about the Services and the Service Costs; and (e) ensure that any interest earned on all sums paid on account of the supply Service Charge (after deduction of aluminum cansbank charges, glass, malt, crowns tax and caps, hops, corn starch, can lids, Cartons and Yeast (other appropriate deductions) is credited to the “Supply Services”, and, together with relevant account. 30.4 In providing the Brewery Operations Services, the Other G&A ServicesLandlord will be entitled to have regard to environmental impact, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope efficiency of the foregoing Services shall not be required to be greater than the scope use of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation energy and expansion of the Piedras Negras Plant or the Companywater and sustainability issues.

Provision of Services. Subject to the terms and conditions of this Agreement, Seller shall provide, or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, and corn starch, can lids, Cartons and Yeast starch (the “Supply Services”, ” and, together with the Brewery Operations Services, the Other G&A Services, and the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services) (such services collectively, the “Excluded Services”); provided, further, that other than with respect to the Brewery Expansion Services, the scope of the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement DateGM Transaction Closing, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement DateGM Transaction Closing. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the Company.

Provision of Services. Subject (a) Purchaser shall make available, or cause its Affiliates to make available, to the terms Sellers the Named Employees and conditions Sellers may directly engage the Named Employees during any leave period to perform those services set forth on Schedule A (the “Transition Services”), during the time period(s) set forth on Schedule A (the “Transition Services Period”); provided that the Named Employees are then employed by Purchaser or its Affiliates (and not otherwise incapacitated). In order to conclude the Transition Services Period as promptly as practicable,(i) the Sellers hereby agree, subject to the provisions of Section 4 below, to provide the Named Employees access to the books and records of the Sellers in a timely fashion and a license to use any systems of the Sellers during the Transition Services Period at no cost to Named Employees to the extent necessary for Named Employees to provide the Transition Services, and (ii) Purchaser hereby agrees to provide the Named Employees access to the books and records of the Business and any necessary systems of the Purchaser or the Business during the Transition Services Period at no cost to Sellers to the extent necessary for the Named Employees to perform the Transition Services as directed by Sellers. No equipment or facility of either Party used by Named Employees in performing the Transition Services for or subject to use by the other Party shall be deemed to be transferred, assigned, conveyed or leased by such performance or use. (b) Purchaser may in its sole discretion, but only as pre-approved in writing by Sellers, agree to incur certain third party costs or expenses on behalf of the Sellers in connection with the Transition Services. In such event, Purchaser shall, or shall cause its Affiliates to, invoice Rafaella monthly in arrears, subject to Section 3 of this Agreement, Seller shall provide, for any third party costs or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services in logistical matters, materials resource planning and advisory services on procurement matters expenses incurred in connection with the transitioning provision of the operations Transition Services provided by the Named Employees and such invoices shall be due and payable by Sellers in accordance with the provisions of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”);Section 3. (c) general administrative During the Transition Services Period, Sellers shall not be required to engage the services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date Named Employees and may engage third parties or professional advisors for the completion of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Transition Services”);. (d) services relating The Parties hereby understand and agree that, notwithstanding anything to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) contrary in this Agreement or the Purchase Agreement (including without limitation Section 5.7 of the “Brewery Expansion Services”Purchase Agreement); and, in the event that any Named Employee ceases to be employed by Purchaser or its Affiliates, the Sellers shall have the right to directly or indirectly solicit or contact or offer to employ or contract with such Named Employee. (e) Sellers acknowledge and understand that Purchaser’s obligation hereunder is limited to making available to Sellers the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together Named Employees in accordance with the Brewery Operations Servicesterms hereof, the Other G&A Services, the Procurement and Logistics that Purchaser and its Affiliates do not undertake to provide any Transition Services to Sellers or any third parties. Any Transition Services performed by the Named Employees pursuant to this Agreement shall be as engaged with, and as directed by, Sellers and/or their respective Affiliates. (f) Sellers agree to use commercially reasonable best efforts to conclude the Brewery Expansion ServicesTransition Services as promptly as practicable. Sellers further agree to notify Purchaser, in advance where practicable under the “Services”)circumstances, of the dates and times when any of the Named Employees shall be needed. Purchaser reserves the right to reasonably reject any request for services to be provided by any Named Employee in the event such request is in conflict with the legitimate business needs of Purchaser; provided, however, that under no circumstances the foregoing shall not in any way prohibit Sellers from subsequently requesting that the Named Employees provide Transition Services include services related hereunder, subject to all of the terms and conditions hereof. (g) Sellers acknowledge and agree that Purchaser does not undertake to supervise, manage or connected otherwise direct the provision of any Transition Services by any Named Employee. The obligation to supervise, manage and direct the Transition Services remains at all times with (i) capital expenditures (other than Sellers and/or their respective Affiliates. The Named Employees shall be subject to the consulting service required direction and control of the Sellers while providing such Transition Services to Sellers and/or their respective Affiliates. The Named Employees shall be provided independent contractors of Sellers in connection with their providing any Transition Services to Sellers. (h) Purchaser promises to allow the Brewery Expansion Services)Named Employees to use Purchaser’s workspace, (ii) innovation (such services in clauses (i) materials, and (ii), together, equipment necessary for the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope performance of the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the CompanyTransition Services.

Provision of Services. Subject (a) You agree to provide from time to time some or all of the following administrative support services to Servicing Agents1 (i) processing purchase and redemption requests for Shares from Servicing Agents and transmitting promptly net purchase and redemption orders to our distributor or transfer agent; (ii) providing information periodically to Servicing Agents showing their customers' positions in Shares; (iii) providing sub-accounting with respect to Shares beneficially owned by customers of Servicing Agents or the information to us necessary for sub-accounting; (iv) if required by law, forwarding shareholder communications from us (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Servicing Agents; (v) forwarding to Servicing Agents proxy statements and proxies; (vi) preparing annual, semi-annual and other similar reports relating to the terms Xxxxxxx Shares; and conditions (vii) providing such other similar services as we may reasonably request to the extent you are permitted to do so under applicable statutes, rules or regulations. (b) All services rendered hereunder by you shall be performed in a professional, competent and timely manner. (c) You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the administrative support services contemplated hereby. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement. ______________________ 1 Services may be modified or omitted in the particular case and items relettered or renumbered. (d) By your written acceptance of this Agreement, Seller shall provideyou represent, or cause to be provided, to Purchaser for the benefit of the Company warrant and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services agree that in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope of the foregoing Services shall not be required to be greater than the scope event will any of the services that were provided by any Grupo Modelo Entity you hereunder be primarily intended to the Company result in the ordinary course sale of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided any shares issued by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the Companyus.

Provision of Services. Subject (a) Seller and Parent agree to provide, or to cause their Affiliates to provide, the services (the "Seller Services") set forth on Exhibit A attached hereto (as such exhibits may be amended or supplemented pursuant to the terms and conditions of this Agreement, collectively, the "Seller shall Service Exhibit") to Buyer, the Companies, or their Affiliates for the respective periods and on the other terms and conditions set forth in this Agreement and in the Seller Service Exhibit. (b) Buyer agrees to provide, or to cause its Affiliates including the Companies to provide, the services (the "Buyer Services") set forth on Exhibit B attached hereto (as such exhibits may be amended or supplemented pursuant to the terms of this Agreement, collectively, the "Buyer Service Exhibit") to Seller, Parent, or their Affiliates for the respective periods and on the other terms and conditions set forth in this Agreement and in the Buyer Service Exhibit. (c) During the term of this Agreement, Buyer shall give Parent, Seller, and their Affiliates access to such computer equipment and software of the Companies as is reasonably necessary for the performance of the Seller Services. Parent, Seller, and their Affiliates, at the request of, and with cooperation and assistance from, Buyer and the Companies, shall employ commercially reasonable efforts to obtain any software-related consents, licenses, or approvals of third parties at Seller’s reasonable cost that are necessary for Seller, Parent, and Affiliates to provide the Seller Services, or for Buyer, the Companies, or their Affiliates to receive the Seller Services. (d) During the term of this Agreement, Parent, Seller, and their Affiliates shall give Buyer, the Companies, and their Affiliates access to such computer equipment and software of Parent, Seller, and their Affiliates as is reasonably necessary for the performance of the Buyer Services. Buyer, the Companies, and their Affiliates, at the request of, and with cooperation and assistance from, Parent, Seller, and their Affiliates, shall employ commercially reasonable efforts to obtain any software-related consents, licenses, or approvals of third parties at Buyer’s reasonable cost that are necessary for Buyer, the Companies, and their Affiliates to provide the Buyer Services, or for Parent, Seller, and their Affiliates to receive the Buyer Services. (e) Notwithstanding the contents of the Seller Service Exhibit, Seller and Parent agree to respond in good faith to any reasonable request by Buyer for access to any additional services that are necessary for the operation of the business of the Companies and which are not currently contemplated in the Seller Service Exhibit, at a price to be providedagreed upon after good faith negotiations between the parties. Any such additional services so provided by Seller or Parent shall constitute Seller Services under this Agreement and be subject in all respect to the provisions of this Agreement as if fully set forth on a Seller Service Exhibit as of the date hereof. (f) Notwithstanding the contents of the Buyer Service Exhibit, Buyer agrees to respond in good faith to any reasonable request by Seller or Parent for access to any additional services that are necessary for the operation of the continuing businesses of Seller, Parent, and their Affiliates and which are not currently contemplated in the Buyer Service Exhibit, at a price to be agreed upon after good faith negotiations between the parties. Any such additional services so provided by Buyer or its Affiliates shall constitute Buyer Services under this Agreement and be subject in all respect to the provisions of this Agreement as if fully set forth on a Buyer Service Exhibit as of the date hereof. (g) The parties hereto acknowledge the transitional nature of the Seller Services and Buyer Services. Accordingly, as promptly as practicable following the execution of this Agreement, the parties agree to use commercially reasonable efforts to make a transition of the Seller Services and Buyer Services, as applicable, to Purchaser for their own internal organization or to obtain alternate third-party sources to provide the benefit Seller Services and Buyer Services, as applicable. (h) Subject to Section 2.03, Section 2.04, and Section 3.05, the obligations of the Company and for the Piedras Negras Plantparties under this Agreement to provide Seller Services or Buyer Services, Servicios: (a) consulting services as applicable, shall terminate with respect to the management of Seller Services and Buyer Services on the Piedras Negras Plant last date specified for each Seller Services and Buyer Services in the applicable Seller Service Exhibit and Buyer Service Exhibit (the “Brewery Operations Services”"End Date");. (b) consulting services in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to or connected with (i) capital expenditures (other than Notwithstanding the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), togetherforegoing, the “Excluded Services”) parties acknowledge and (iii) supply (other than with respect agree that Buyer may determine from time to Supply Services); provided, further, time that other than with respect it does not require all the Seller Services set out on one or more of the Seller Service Exhibit or that it does not require such Seller Services for the entire period up to the Brewery Expansion Servicesapplicable End Date. Accordingly, Buyer may terminate any Seller Service, in whole and not in part, upon notification to Seller in writing of any such determination. (j) Notwithstanding the foregoing, the scope parties acknowledge and agree that Seller and Parent may determine from time to time that they do not require all the Buyer Services set out on one or more of the foregoing Buyer Service Exhibit or that they do not require such Buyer Services shall not be required to be greater than for the scope of the services that were provided by any Grupo Modelo Entity entire period up to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement applicable End Date. Notwithstanding anything Accordingly, Seller or Parent may terminate any Buyer Service, in whole and not in part, upon notification to the contrary, under no circumstances shall Seller have the authority to make Buyer in writing of any decisions with respect to the operation and expansion of the Piedras Negras Plant or the Companysuch determination.

Provision of Services. Subject (a) During the Term, Xxxxxxxxxx agrees to perform the Services as set out in a SOW or other purchase order agreed by the parties in accordance with the terms and conditions of this Agreement, Seller shall provide, . The Client acknowledges and agrees that the Services may be performed by Xxxxxxxxxx or cause to be provided, to Purchaser for the benefit any of the Company and for the Piedras Negras Plant, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”);its related bodies corporate. (b) consulting services in logistical matters, materials resource planning Xxxxxxxxxx agrees to: (i) comply with all reasonable directions of the Client and advisory services on procurement matters all applicable laws in connection with the transitioning provision of the operations Service; (ii) comply with all reasonable health and safety policies of the Piedras Negras Plant Client whilst on the Client's site as provided to Tannhauser prior to commencing the work; and (together, iii) use reasonable endeavours to have the “Procurement personnel identified in the relevant Proposal available to perform the Services and Logistics Transition Services”);will provide the Client reasonable written notice if it intends to replace or reassign such personnel. (c) general administrative services currently provided at The Client agrees to cooperate with Xxxxxxxxxx in supplying the Piedras Negras Plant Services or to Serviciosany Products, including information technology including: (IT Service), finance i) providing Tannhauser with safe and regulatory compliance, services related timely access to the testing of products Client’s Systems, personnel, facilities, site and packaging in Crown’s current development pipeline as utilities; (ii) providing Tannhauser with any requested information relevant to the provision of the date Services in a timely and accurate manner; (iii) ensuring its Systems are virus free and backed-up prior to and at all times during the performance of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources Services; and (iv) comply with all reasonable requests or directions of Tannhauser for the purpose of facilitating the supply of Services and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”);Products. (d) services relating The Client authorises Xxxxxxxxxx Personnel to access and use the Brewery Expansion Plan Client’s Systems as more fully set forth on Schedule 2.01(d) reasonably required by Xxxxxxxxxx for the provision of the Services for all purposes, including in connection with the Criminal Code Act 1995 (the “Brewery Expansion Services”Cth); and. (e) To the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Servicesmaximum extent permitted by law, the Other G&A ServicesClient will indemnify Xxxxxxxxxx from and against any Claim pursuant to the Criminal Code Act 1995 (Commonwealth) relating to, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include services related to arising out of or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), Services to be provided by Xxxxxxxxxx under this Agreement. (iif) innovation (such services The Client acknowledges and agrees that Xxxxxxxxxx will not be in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope breach of the foregoing Agreement if the Services shall not be required to be greater than impact the scope information or operating Systems of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the CompanyClient.

Provision of Services. Subject (a) Commencing on the Effective Date, Supplier shall provide the following Services and perform the following functions and responsibilities, each as they may evolve during the Term and as they may be supplemented, modified enhanced or replaced from time to the terms and conditions of this Agreement, Seller shall provide, or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Serviciostime: (ai) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”)The services, functions and responsibilities described in this SOW; (bii) consulting services The services, functions and responsibilities that are of a nature and type that would ordinarily be performed by the Supplier, even if such services, functions and responsibilities are not specifically described in logistical matters, materials resource planning and advisory services on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”)this SOW; (ciii) general administrative The comprehensive technical services currently that may be required to be provided at under this SOW, either on Supplier’s, Buyer’s or Buyer’s Customer’s premises as specified in a WA. Accordingly, Supplier will provide a full range of technical personnel, in accordance with the Piedras Negras Plant or to ServiciosSkill Classifications detailed in Schedule B hereto, including information technology but not limited to the following: Computer Operator Programmer Customer Engineer Project Manager Database Management Service Support Designer Technician Software Tester Technical Services SOW Buyer/Supplier Confidential MASTER TECHNICAL SERVICES AGREEMENT Agreement # 4998CC0044-002 STATEMENT OF WORK SOW # 4908021177 End User Support Engineer Systems Analyst Network Management Specialist Systems Engineer Technical Writer (IT Serviceiv) Any services, functions, or responsibilities not specifically described in this SOW that are required for the proper performance and provision of the Services. (Such services, functions and responsibilities described in this Section 3.1(a), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cans, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, collectively the “Services”); provided. (b) Except as provided otherwise in this SOW and as part of the Services, however, Supplier will be proactive in identifying opportunities to implement new technologies that under no circumstances shall will improve the Services include services related to at a reduced cost. (c) In those instances, when Supplier Personnel are working at the Supplier’s site or connected with a remote location (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Servicesnot Buyer’s or Buyer’s Customer locations), Supplier shall be responsible for providing any and all facilities, assets and resources (iiincluding personnel, facilities, equipment and software) innovation (such services in clauses (i) as necessary and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope appropriate for delivery of the foregoing Services and to meet Supplier’s obligations under this SOW, unless otherwise directed by Buyer. Supplier shall not obtain, utilize and leverage the talent and resources of Supplier and its global network of Affiliates and subcontractors in providing the Services. (d) The Services will be required performed by Supplier as necessary to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company meet Buyer’s business needs using generally acknowledged technological advancements and improvements in the ordinary course methods of business during delivering the 12 months immediately prior to the Settlement Date, but such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the CompanyServices.

Provision of Services. Subject The Company xxxxxx xxtains WHITEHORNE to perform non-exclusive consulting services related to cxxxxxxxx xinance, corporate communications and investment banking matters, and WHITEHORNE hereby accepts such retention and shall undertake reasonaxxx xxxxxxs to perform for the Company the duties described herein. In this regard, WHITEHORNE shall devote such time and attention to the terms and conditions business of this Agreementtxx Xxxxxxx as shall be determined by WHITEHORNE, Seller shall provide, or cause to be provided, to Purchaser for the benefit of the Company and for the Piedras Negras Plant, Servicios:in its sole discretion. (a) consulting services with respect WHITEHORNE agrees, to the management xxxxxx xxxsonably required in the conduct xx xxx business of the Piedras Negras Plant Company, and at the Company's written request to WHITEHORNE's Senior Vice President of Corporate Finance (or such othxx xxxxon designated by WHITEHORNE), to place at the “Brewery Operations Services”);disposal of the Company its judgmexx xxx experience and to provide, on a best efforts basis, investment relations, corporate communications and business development services to the Company including the following: (i) advice with regard to stockholder relations and public relations matters, (ii) provide institutional relations services, (iii) provide brokers relations services, (iv) evaluate financial matters and assist in financial arrangements and/or transactions, (v) assist in mergers and acquisitions, perform due diligence on the target companies, all with the objective of accomplishing the Company's business and financial goals. (b) consulting services WHITEHORNE agrees to provide "analytical support" to the Company: prxxxxx and disseminate, and at its expense to cause the preparation and dissemination of, a "Corporate Profile" and/or "Research Report" in logistical matters, materials resource planning compliance with applicable state and advisory services on procurement matters in connection with the transitioning federal securities laws and regulations. The first document should be prepared within 60 days of the operations of Agreement's activation. The Company agrees to provide all the Piedras Negras Plant (together, the “Procurement necessary help and Logistics Transition Services”);materials for this task. (c) general administrative WHITEHORNE agrees to provide institutional relations services currently provided at to the Piedras Negras Plant or Xxxxany. WHITEHORNE agrees to Serviciosuse reasonable effort to arrange, prepare and xxxxxxtate meetings, seminars and other corporate communication activities with mutual and pension fund managers, financial analysts and advisors in conjunction with the Company's roadshow. WHITEHORNE agrees to use reasonable efforts to arrange such meetings. The Company agrees to provide all the necessary help and materials for this task, including information technology (IT Service), finance and regulatory compliance, services related to participation of its principals in the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services (or perform such services itself) as soon as practicable after the date hereof) (collectively, the “Other G&A Services”);above mentioned events. (d) WHITEHORNE agrees to provide broker relations services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); andCompanx. XXITEHORNE agrees to use reasonable effort to arrange presentations, xxxxrmational seminars and meetings with broker-dealers. WHITEHORNE will use its extensive database of carefully pre-scrxxxxx xxxxrity dealers with interest in small capitalization companies. (e) Not later than October 30, 2000, WHITEHORNE agrees to prepare and disseminate at its expense a Cxxxxxx xxxsentation for institutional investors. The Company agrees to provide all the supply of aluminum cansnecessary help and materials for this task. (f) WHITEHORNE agrees to provide shareholders public relations activitiex, glassxxxx will include a support for a toll-free number for shareholders and potential investors, maltan Internet forum, crowns issue commentary and capsanalysis on the Company news and press-releases. (g) Notwithstanding the foregoing, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”); provided, however, that under no circumstances shall the Services include when WHITEHORNE provides services related to or connected with (i) capital expenditures (other than the consulting service required to be provided in connection with the Brewery Expansion Services), (ii) innovation (such services in clauses (i) and (ii), together, the “Excluded Services”) and (iii) supply (other than with respect to Supply Services); provided, further, that other than with respect to the Brewery Expansion Services, the scope of the foregoing Services shall not be required to be greater than the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Dateconnection with xxxxxxx, but xcquisitions, consolidations, joint ventures and similar corporate finance transactions; for each such scope shall be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to transaction or transactions, WHITEHORNE and the Company will formalize their arrangement in x xxxxxxxx agreement at the ordinary course time service is provided. (h) WHITEHORNE shall use reasonable efforts in furnishing advice rexxxxxxxxxxons, and for this purpose WHITEHORNE shall at all times maintain or keep and make availabxx xxxxxxxed personnel or a network of business during qualified outside professionals for the 12 months immediately prior to performance of its obligations under this Agreement. To the Settlement Date. Notwithstanding anything to the contraryextent reasonably practicable, under no circumstances WHITEHORNE shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the Companyso use its own personnel rather than outside pxxxxxxxxxxls.

Provision of Services. Subject 1.1 Contractor agrees to provide to Owner the following services in connection with Owner's greenhouse farming of Owner's crops at the Facility (collectively the "Services"): (i) General management and advice in connection with Owner's business of greenhouse farming of crops at the Facility and all services necessary or incidental thereto; (ii) Removal of all plants and rubbish from last season's crop to be completed on or before the Effective Date; (iii) Completion of the sowing of Owner's 2000 to 2001 crop (the "Current Season's Crop") in accordance with the Operating Plan; (iv) Sowing, growing (including, without limitation, all nourishment, fertilizer and pesticide application and care for the Current Season's Crop), harvesting, packaging and marketing of the Current Season's Crop; (v) Procurement for the account of Owner of all necessary services, supplies, materials, chemicals and equipment necessary to sow, grow, harvest, package and market the Current Season's Crop or to maintain or repair the Facility to the extent contemplated by this Agreement. In procuring such services, supplies, materials, chemicals and equipment, Contractor shall obtain from all vendors the best warranties, indemnities, and guarantees that are commercially available on reasonable terms; except, however, if the procurement of any such warranty, indemnity or guarantee requires an additional payment, Contractor shall first obtain prior written approval therefor from Owner; (vi) Maintenance and repair of the Facility (as more particularly described in Article 2 below); (vii) Removal from the Facility and proper disposal of all plants and rubbish resulting from the sowing, growing, harvesting, packaging and marketing of the Current Season's Crop; (viii) Provision of all required tools, equipment and labor (including, without limitation, the tools and equipment listed on Exhibit B attached hereto) necessary to perform properly the Services; (ix) Assisting Owner with the preparation of the Budget, the Operating Plan and the Marketing Plan with regard to the sowing, growing, harvesting, packaging and marketing of the Current Season's Crop including, without limitation, advice with regard to the preparation and analyses of financial plans and statements, operating reports and the accounting systems and procedures; and (x) Provision of all other activities necessary or incidental to the performance of the Services. 1.2 Throughout the term of this Agreement, Contractor agrees to use the Contractor's employees listed on the attached Exhibit C (the "Key Employees"), among others, to perform the Services described in this Article 1 to the extent that such Key Employees remain employed by Contractor. In the event any such Key Employee ceases to be employed by the Contractor, Contractor shall replace such Key Employee with a person whom shall be reasonably satisfactory to Owner. 1.3 As soon as practical after the Effective Date, Owner shall provide to Contractor a budget (the "Budget"), an operating plan (the "Operating Plan") and, when appropriate, a marketing plan (the "Marketing Plan") for the sowing, growing, harvesting, packaging and marketing of the Current Season's Crop. The Operating Plan and Budget will include the estimated production and harvesting schedule for the crop and all estimated costs and expenses to be incurred for the sowing, growing, harvesting, packaging and marketing of the Current Season's Crop including, without limitation, estimated maintenance costs for the Facility. The Budget, Operating Plan and Marketing Plan will be based on the entire crop cycle, but will be broken out to cover monthly periods. The Owner reserves the right, at any time and from time to time, to revise, in any way as Owner deems necessary or appropriate, the Budget, Operating Plan or Marketing Plan. Unless otherwise specifically requested by Owner, Contractor shall perform the Services in accordance with the Budget, the Operating Plan and the Marketing Plan. In the event (i) the Owner revises in a material way the Budget, Operating Plan, or Marketing Plan (the "Material Revision"); and (ii) the Material Revision results in a material increase in the cost to Contractor of performing Contractor's obligations pursuant hereto (the "Material Increase"); and (iii) the Material Increase is not already reimbursable by the Owner to the Contractor pursuant to the terms of this Agreement, Contractor shall notify the Owner in writing of such and the Owner shall then, within a reasonable time in its sole discretion, decide whether to (x) continue with the Material Revision and reimburse Contractor for the amount of the Material Increase as agreed at that time by the Parties in writing or (y) rescind or revise the Material Revision so the Material Revision does not result in a Material Increase. The Owner shall communicate such decision to the Contractor in writing. In the event the Owner revises the Material Revision so that it does not result in a Material Increase, the Contractor shall perform the Services in accordance with the Material Revision without reimbursement therefor. 1.4 Notwithstanding any other provision of this Agreement, title to the seeds, plants, crops and produce related to the Current Season's Crop and profits resulting therefrom shall at all times remain with Owner and not with the Contractor. 1.5 Contractor shall obtain and maintain all applicable governmental approvals and permits necessary to perform the Services and shall perform the Services at all times in compliance with such approvals and permits as well as in compliance with all applicable laws, rules and regulations. 1.6 Contractor shall remove promptly all supplies and packaging materials located at the Facility on the Effective Date except for those supplies and packaging materials to be used by Contractor in connection with performing the Services pursuant hereto. In the event Contractor uses any such supplies or packaging materials in connection with Owner's greenhouse farming business, the cost of such supplies and packaging materials so used shall constitute an expense that Owner will pay to Contractor in accordance with the terms and conditions of this Agreement. 1.7 Contractor shall assist Owner to accept and to use thermal energy produced by the Birchwood power station for heating purposes that are consistent with Good Business Practices (as defined in Section 7.1 below). Without limiting the generality of the foregoing, Seller Contractor shall provideassist Owner to accept delivery of, and to use, sufficient steam based on a per hour basis for heating purposes to allow the Birchwood power station to maintain the status of a "Qualifying Facility" within the meaning of the Public Utility Regulatory Policies Act of 1978, as may be amended from time to time, on an annual basis as described in the Application of Birchwood Power Partners, L.P. Certification of Qualifying Status as a Cogeneration Facility filed with the Federal Energy Regulatory Commission on June 29, 1993, and all amendments thereto. In the event that Contractor believes that such use of such thermal energy is not consistent with Good Business Practices, Contractor shall notify Owner immediately in writing of such belief including an explanation of the reasons for such belief. If Owner agrees that such use of such thermal energy is not consistent with Good Business Practices and nonetheless continues with such use of such thermal energy, Contractor shall not be liable for any loss or damage to the Current Season's Crop that is solely and directly due to such continued use of such thermal energy. 1.8 Contractor acknowledges that Owner owns and operates the Facility and Contractor shall not directly or indirectly create, incur, assume or permit to exist any lien or encumbrance (other than any lien or encumbrance created by or as a result of an act or omission of Owner) whatsoever on or with respect to the Facility or to the crops, title thereto or any interest therein. Contractor shall promptly, at its own expense, take such action as may be necessary to duly discharge (or bond in a manner satisfactory to Owner) any lien or encumbrance that may arise at any time as a result of Contractor's acts or omissions. Contractor further agrees that it shall pay or cause to be providedpaid on or before the time or times prescribed by law (after giving effect to any applicable grace period) any taxes, to Purchaser for the benefit of the Company and for the Piedras Negras Plantassessments, Servicios: (a) consulting services with respect to the management of the Piedras Negras Plant (the “Brewery Operations Services”); (b) consulting services in logistical matters, materials resource planning and advisory services fees or charges imposed on procurement matters in connection with the transitioning of the operations of the Piedras Negras Plant (together, the “Procurement and Logistics Transition Services”); (c) general administrative services currently provided at the Piedras Negras Plant or to Servicios, including information technology (IT Service), finance and regulatory compliance, services related to the testing of products and packaging in Crown’s current development pipeline as of the date of the Stock Purchase Agreement at Grupo Modelo’s Mexico City test brewery, human resources and promotional, retail and licensing services performed by GModelo Corporation as of the date of the Stock Purchase Agreement (it being agreed and understood Purchaser that shall use its reasonable best efforts, with the cooperation of Seller, to identify and engage a Third Party to perform such promotional, retail and licensing services Contractor (or perform such services itselfany affiliated or related group of which Contractor is a member) as soon as practicable after under the date hereof) (collectivelylaws of any jurisdiction that, the “Other G&A Services”); (d) services relating to the Brewery Expansion Plan as more fully set forth on Schedule 2.01(d) (the “Brewery Expansion Services”); and (e) the supply of aluminum cansif unpaid, glass, malt, crowns and caps, hops, corn starch, can lids, Cartons and Yeast (the “Supply Services”, and, together with the Brewery Operations Services, the Other G&A Services, the Procurement and Logistics Transition Services and the Brewery Expansion Services, the “Services”)might result in any lien or encumbrance prohibited by this Agreement; provided, however, that under no circumstances such tax, assessment, fee or charge need be paid if being contested in good faith by appropriate proceedings. 1.9 Contractor shall be responsible for initiating, maintaining, directing and supervising all safety precautions and programs in connection with its performance of the Services. Notwithstanding and without limiting the generality of the foregoing, Contractor and its employees shall comply at all times with Owner's safety policies and practices communicated to Contractor from time to time. In performing the Services include services related pursuant hereto, Contractor shall take all reasonable precautions to or connected with prevent (i) capital expenditures (other than damage to the consulting service required to be provided in connection with the Brewery Expansion Services), Facility; (ii) innovation injury to persons (whether such services in clauses (i) and (iipersons are employees of the Contractor, employees of Owner, employees of vendors or employees of purchasers of the crops), together, the “Excluded Services”) ; and (iii) supply damage to all equipment and property of Owner and all other property located at the Facility. 1.10 During the term hereof, Contractor shall have the limited, non-exclusive right to use the cooling facilities located on the Facility for the temporary storage of products owned by Contractor if, and for so long as, (other than i) such use does not in any way interfere with respect Owner's farming business at the Facility or with Contractor fully and properly performing the Services in accordance herewith; and (ii) Contractor segregates at all times such products from products owned by Owner; and (iii) Contractor clearly identifies such segregated products as products owned by Contractor; and (iv) Contractor pays the Owner the amounts specified in Section 1.11 below. 1.11 In the event Contractor desires to Supply Services); provideduse such cooling facilities as provided for in Section 1.10 above, further(i) Contractor shall pay to Owner a handling fee equal to Twenty Four Cents ($0.24) for each box placed into temporary storage PLUS Ten Cents ($0.10) for each box for each day thereafter while in temporary storage PLUS, that other than with respect a sum equal to Owner's costs for the Brewery Expansion Services, the scope of the foregoing Services shall not be time and materials required to repack the products if any pallet must be greater than the scope broken down in any way and any of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date, but such scope shall Contractor's products must be at least equal to the scope of the services that were provided by any Grupo Modelo Entity to the Company in the ordinary course of business during the 12 months immediately prior to the Settlement Date. Notwithstanding anything to the contrary, under no circumstances shall Seller have the authority to make any decisions with respect to the operation and expansion of the Piedras Negras Plant or the Company.repackaged;