THE WHITEWAVE FOODS COMPANY [—] Shares of Class A Common Stock Underwriting AgreementWHITEWAVE FOODS Co • July 10th, 2013 • Dairy products • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The WhiteWave Foods Company, a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares (the “Underwritten Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). Dean Foods Company, a Delaware corporation (“Dean Foods”), holds as of the date hereof an aggregate of 34,400,000 shares of Class A Common Stock and no shares of Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). The Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, up to an additional [—] shares of Class A Common Stock (the “Option Shares”) solely to cover over-allotments. The U
ContractExchange Agreement • July 10th, 2013 • WHITEWAVE FOODS Co • Dairy products • New York
EXCHANGE AGREEMENT dated as of [—], 2013 (this “Agreement”), among DEAN FOODS COMPANY, a Delaware corporation (“Dean Foods”), J.P. MORGAN SECURITIES LLC (“JPMS”), MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS” and, together with JPMS, the “Investment Entities”), and, solely with respect to Sections 4(b) and 6 through 17 hereof, THE WHITEWAVE FOODS COMPANY, a Delaware corporation (“WhiteWave”).
