KKR RAINBOW AGGREGATOR L.P. c/o Kohlberg Kravis Roberts & Co L.P. Menlo Park, California 94025Letter Agreement • October 1st, 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 8 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 290,465 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Shares”), in exchange for 2,634,009.86 of the Class 1 Ordinary Shares, 81,863,511.61 of the A1 Preference Shares and 143,954,154.40 of the B1 Preference Shares (the “Class B JVCo Shares”), of Rainbow JVCo Limited (“JVCo”). The Dividend Receivable (as defined below) related to the Shares shall be exchanged for additional Class 1 Ordinary Shares, A1 Preference Sh
