ASSET PURCHASE AGREEMENT Dated as of July 7, 2010 By and Among COTT CORPORATION, CAROLINE LLC, CLIFFSTAR CORPORATION, EACH OF THE OTHER CLIFFSTAR COMPANIES NAMED HEREIN, and STANLEY A. STAR, solely in his capacity as Sellers’ RepresentativeAsset Purchase Agreement • July 9th, 2010 • Cott Corp /Cn/ • Bottled & canned soft drinks & carbonated waters • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2010, is by and among Cott Corporation, a corporation organized under the laws of Canada (“Purchaser”), Caroline LLC, a Delaware limited liability company and an indirect or direct, wholly-owned subsidiary of Purchaser (“Purchaser Sub”), Cliffstar Corporation, a Delaware corporation (the “Company”), Star Real Property LLC, a Delaware limited liability company (“Star Real Property”), ShanStar Biotech, Inc., a Delaware corporation (“ShanStar”), Star World Trading Company, a Delaware corporation (“Star Trading”), Harvest Classic LLC, a Delaware limited liability company (“Harvest” and together with the Company, Star Real Property, ShanStar, Star World Trading Company and Star Trading, collectively, the “Cliffstar Companies”), and Stanley A. Star (“Star”) solely in his capacity as Sellers’ Representative.
