Earthgrains Distribution

255 Business Center Drive, Horsham, Pennsylvania 19044

[email protected]

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Earthgrains Distribution, LLC is a Delaware limited liability company that was organized on August 13, 2008. They are a subsidiary of Earthgrains Baking Companies, Inc., a Delaware corporation. It has, through its predecessors, been in the baking business and distributing baked goods since 1928. Earthgrains’ principal business address is 255 Business Center Drive, Horsham, Pennsylvania, 19044. Grupo Bimbo is the ultimate parent company of EGD and its affiliates, including Bimbo Foods Bakeries Distribution, LLC. and Bimbo Bakeries Distribution Company, Ltd. Grupo Bimbo is one of the largest baking companies in the world in terms of production and sales volume.

We grant distribution rights that will allow you to sell and distribute certain designated bakery products (“Products”) under some of our trademarks (“Marks”) through direct delivery (“Direct Store Delivery”) to stores and other outlets (collectively, “Outlets”) in the geographic area (“Sales Area”) designated in your distribution agreement (this agreement is sometimes also called a franchise agreement, but for the sake of consistency is referred to in this document as “Distribution Agreement,” and franchisees are also referred to in this document as “Distributors”). The rights granted to you under the Distribution Agreement are referred to as “Distribution Rights.” The terms “Products,” “Marks,” “Direct Store Delivery,” “Outlets,” “Sales Area,” and “Distribution Rights” are more specifically defined in the Distribution Agreement. We determine the boundaries ofthe Sales Areas that we offer as Distribution Rights and the purchase price for each Sales Area that we sell (as opposed to those sold by existing Distributors) according to a formula based on the sales history ofOutlets in the Sales Area or in a nearby orsimilar area. We may offer discounts to existing employees and existing Distributors that purchase Distribution Rights. If you acquire Distribution Rights pursuant to a Distribution Agreement with us, as a Distributor, you will be granted the exclusive right to sell and distribute certain Products under certain brand names or private labels within your designated geographic Sales Area. EGD will have the right to determine which Products will be sold to you for distribution in your Sales Area, and it and/or its affiliates will sell the Products to you for resale to retail food stores (except thrift stores) and/or restaurants, institutions and food service customers whose business includes the sale of food to the general public and who purchase Products by Direct Store Delivery (“Outlets”).( 1) Under your Distribution Agreement, you must provide sales services to the Outlets in your Sales Area consistent with good industry practices and your customers’ (or Outlets’), requirements. These services include, among other things, ordering, rotating Products, providing merchandising and display services by keeping Product shelves and displays full and making them look appealing to consumers, obtaining good positions for Product in Outlets, removing Product according to its “sell by” or “pull by” dates (“OffCode Products”) and damaged Products, and generally building up a supply relationship with the Outlets' owners and/or managers. We require all Distributors to be organized as a corporate or limited liability entity. In some Sales Areas, Products may also include trade customers’ “private label” products that EGD may permit you to sell and distribute at EGD’s discretion. If EGD grants you such distribution rights in your Sales Area, you may sell and distribute such products, and depending on your geographic Sales Area, you may or may not own such rights. Ifyou do not currently own a delivery vehicle that is adequate to service the Sales Area/Territory with the Products, you will be required to provide, purchase or lease a delivery truck from a third party. You may be offered the opportunity to lease a used delivery vehicle from EGD on a temporary basis in connection with the offer ofthe Distribution Rights but you will not be obligated to lease this vehicle from EGD. You must also purchase a hand-held computer system compatible with the system utilized by EGD. In some geographic areas, you may be required to purchase dollies, trays and/or baskets for use in moving and/or delivering the Products. In most cases, you will not be required to purchase or lease any other equipment, office or storage space. Only a limited number ofDistributors may be required to obtain additional storage space.