KKR RAINBOW AGGREGATOR L.P. c/o Kohlberg Kravis Roberts & Co L.P. Menlo Park, California 94025Letter Agreement • November 8th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This letter agreement (this “Agreement”), by and among KKR Rainbow Aggregator L.P., a Delaware limited partnership (“Aggregator”), Rainbow Capital Group Limited (“Rainbow Capital” and together with Aggregator, each a “KKR Party”), Coty Inc., a Delaware corporation (the “Company”), and, for purposes of Section 7 only, Coty JV Holdings S.à r.l, a Switzerland limited liability company and indirect subsidiary of the Company (“JV Holdings”), is being delivered in connection with the redemption by the Company from Rainbow Capital of 154,683 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Redeemed Shares”), including the Accrued Dividends (as defined in the Certificate of Designations) thereon, in exchange for (a) 1,402,704.44 of the Class 1 Ordinary Shares, 43,595,247.51 of the A1 Preference Shares and 76,660,735.26 of the B1 Preference Shares (the “JVCo Shares”), of Rainbow JVCo Limited (“JVCo”) and (b) an amount in cash equal to $1,361,882.93
