NCG060288_Name-Owner Change Supporting Info (2)_20221213

EXECUTION VERSION
ASSET CONTRIBUTION AGREEMENT
This Asset Contribution Agreement (this "Agreement") is dated as of August 31, 2022
(the "Effective Date") and is by and between Meal Preparation, Inc., a Delaware corporation
(the "Contributor") and Pickles Manufacturing LLC, a Delaware limited liability company
(the "Company").
RECITALS
WHEREAS, the Contributor is engaged in the businesses of manufacturing, importing, exporting,
formulating, researching, developing, producing, marketing, distributing, packaging, labeling, advertising,
storing, transporting and selling, among other matters: pickles (refrigerated, fresh -packed, processed) and
shelf stable peppers and relish, ingredients and packaging used in or with such products, and all other
ancillary products and services comprising the Contributor's pickle business as described above as of the
Effective Date (the "Pickle Business");
WHEREAS, prior to the date hereof, the Contributor formed the Company as a wholly owned
subsidiary of the Contributor;
WHEREAS, the Contributor wishes to contribute to the Company, effective as of the Effective
Date, and the Company wishes to accept from the Contributor, the Contributed Assets (as defined herein)
in exchange for (a) the assumption by the Company of the Assumed Liabilities (as defined herein) and
(b) recordation by the Company of of the capital contribution to the account of the Contributor in the books
and records of the Company ((a) and (b) collectively, the "Consideration"), all upon the terms and subject
to the conditions set forth herein; and
WHEREAS, the Company desires to (a) accept the Contributed Assets, and assume the Assumed
Liabilities of the Contributor, and (b) record the capital contribution in the account of the Contributor in the
books and records of the Company, all upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as
follows:
AGREEMENT
ARTICLE I
Section I -I Definitions.
(a) "Affiliate" means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is under common control with,
such first Person.
(b) "Assumed Liabilities" means, other than any Excluded Liability or Excluded
Liabilities (to the extent thereof), all Liabilities of the Contributor Related to the Pickle Business or the
Contributed Assets. Without limiting the generality of the foregoing, the following shall be included among
the Assumed Liabilities:
(i) all Liabilities of the Contributor arising under any of the Transferred
Contracts to the extent Related to the fickle Business;

(ii) all Liabilities of the Contributor arising under any of the Shared Contracts,
whether arising prior to, on or after the Effective Date, in each case, solely to the extent Related to the
Pickle Business;
(iii) all Liabilities of the Contributor, whether accruing before, on or after the
Effective Date, (A) (1) relating in any way to the environment or natural resources, human health and safety
or hazardous materials and (2) arising, directly or indirectly, primarily out of the operation or conduct of
the Business (including the Contributed Assets or any past, current or future businesses, operations or
properties, including any businesses, operations or properties for which a current or future owner or operator
of the Contributed Assets or the Pickle Business may be alleged to be responsible as a matter of law, contract
or otherwise) or (B) Related to the use, application, malfunction, defect, design, operation, performance or
suitability of any product of the Pickle Business sold or distributed prior to the Effective Date by, or service
of the Pickle Business rendered prior to the Effective Date by or on behalf of, the Contributor or any of its
Affiliates to any Person (including any products for which a current or future owner or operator of the
Contributed Assets or the Pickle Business may be alleged to be responsible as a matter of law, contract or
otherwise); and
(iv) all Liabilities of the Contributor with respect to any return, warranty or
similar liabilities Related to products of the Pickle Business that were designed, manufactured or sold on
or prior to the Effective Date or that were held in the inventory of the Pickle Business as of the Effective
Date.
Notwithstanding anything to the contrary herein, in no event shall Assumed Liabilities include any
liabilities with respect to Taxes.
(c) "Contract" means any legally binding contract, subcontract, agreement, license,
sublicense, lease, sublease, instrument, indenture, promissory note or other legally binding commitment,
arrangement, understanding or undertaking.
(d) "Contributed Assets" means all of the assets of the Contributor that are Related
to the Pickle Business, other than the Excluded Assets. Without limiting the generality of the foregoing, the
following shall be included among the Contributed Assets:
(i) all machinery, equipment, tools, fixtures, furniture, supplies, computers,
telephones and other tangible personal property of the Contributor that are Related to the Pickle Business;
(ii) all Transferred Contracts of the Contributor;
(iii) all prepaid items and deposits paid by the Contributor and any refunds to
the extent Related to the Pickle Business (including, without limitation, tax payments and lease and rental
payments);
(iv) all accounts, notes and other receivables arising out of the sale by the
Contributor of goods or products of the Pickle Business other than any intercompany receivables;
(v) all rights of the Contributor with respect to the owned real property set
forth on Schedule 1.1(d)(v) hereto, together with all rights of the Contributor with respect to all
improvements, fixtures and other appurtenances thereto and rights in respect thereof;

IN WITNESS WHEREOF, the Company and the Contributor have caused this Agreement
to be effective as of the date first written above by their respective officers thereunto duly authorized.
THE COMPANY:
Pickles Manufacturing LLC
By: &�" 4�
Name: risty . Waterman
Title: Executive ice President & Secretary
THE CONTRIBUTOR:
Meal Preparation, Inc.
By:.Wsty.
,
Namrman
Titleresident &Secretary
[Signature Page to Asset Contribution Agreement (Pickles)]

EXECUTION VERSION
Schedule 1.1(d)(v)
Contributed Assets - Owned Real Property
1. Property at 2953 Highway 111 903 North, Albertson, NC 28508, owned by and contributed
by by Meal Preparation Inc., a Delaware corporation.
2. Property at 4401 W 44th Place, Chicago, II, 60632, owned by and contributed by by Meal
Preparation Inc., a Delaware corporation.
3. Property at NC Highway l I l and 354 N. Faison, Duplin County, Alberton-Faison, NC
28334, owned by and contributed by by Meal Preparation Inc., a Delaware corporation.
4. Property at 307 12th Ave., Green Bay, WI 54303, owned by and contributed by by Meal
Preparation Inc., a Delaware corporation.
5. Property at 85 Fayetteville Highway, Dunn, NC 28334, owned and contributed by by Meal
Preparation Inc., a Delaware corporation.
6. Property at Almond Field Dept, N 6581 County Road J, Almond, Wl 54909, owned by and
contributed by Meal Preparation Inc., a Delaware corporation.