PINNACLE FOODS INC. (a Delaware corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2014 • Pinnacle Foods Inc. • Food and kindred products • New York
Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the selling stockholders identified in Schedule E hereto (the “Selling Stockholders”), confirm their agreement with Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to (i) the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,250,000 additional shares of Common Stock. The aforesaid 15,000,000 shares of Common Stock (the “Initial Securities”) to be
