0001193125-15-286973 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT dated as of among [RED], [OLIVE HOLDCO], and SPARK ORANGE LIMITED
Registration Rights Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • New York

THIS REGISTRATION RIGHTS AGREEMENT dated as of ● (this “Agreement”) among (i) ●, a ● formed under the laws of England and Wales (the “Company”), (ii) the parties listed on Schedule 1, (iii) the parties listed on Schedule 2, and (iv) other stockholders party hereto from time to time.

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MERGER AGREEMENT BY AND AMONG COCA-COLA ENTERPRISES, INC., SPARK ORANGE LIMITED, ORANGE U.S. HOLDCO, LLC, AND ORANGE MERGECO, LLC DATED AS OF AUGUST 6, 2015
Merger Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware

MERGER AGREEMENT, dated as of August 6, 2015 (this “Agreement”), by and among COCA-COLA ENTERPRISES, INC., a Delaware corporation (“White”), SPARK ORANGE LIMITED, a private limited company organized under the laws of England and Wales (“Orange”), ORANGE U.S. HOLDCO, LLC, a Delaware limited liability company (“US HoldCo”), and ORANGE MERGECO, LLC, a Delaware limited liability company (“MergeCo” and, together with Orange and US HoldCo, the “Orange Parties” and, together with White, each a “Party” and collectively, the “Parties”).

SHAREHOLDERS’ AGREEMENT DATED [●] 20[●] [Orange plc] and [Olive HoldCo] and [Red] Allen & Overy LLP
Shareholders' Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
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