0001193125-16-728531 Sample Contracts

TAX MATTERS AGREEMENT by and among THE PROCTER & GAMBLE COMPANY, GALLERIA CO., COTY INC., and GREEN ACQUISITION SUB INC. Effective as of October 1, 2016

Tax Matters Agreement • October 3rd, 2016 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

• Contract Type
  Tax Matters Agreement
• Filed
  October 3rd, 2016
• Company
  Coty Inc.
• Industry
  Perfumes, cosmetics & other toilet preparations
• Jurisdiction
  Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of October 1, 2016 by and among The Procter & Gamble Company, an Ohio corporation (“Parent”), Galleria Co., a Delaware corporation (“SplitCo”), Coty Inc., a Delaware corporation (“Acquiror”), and Green Acquisition Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”) (collectively, the “Parties”).