SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT BY AND BETWEEN THE CENTRAL AMERICA BOTTLING CORPORATION AND PEPSIAMERICAS, INC

Exhibit 10

SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT

BY AND BETWEEN

THE CENTRAL AMERICA BOTTLING CORPORATION

AND

PEPSIAMERICAS, INC.

Dated as of May 16, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT

     This SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT , dated as of May 16, 2009 (this “ Agreement ”), is made by and between PepsiAmericas, Inc., a corporation organized and existing under the laws of the State of Delaware (“ PAS ”), The Central America Bottling Corporation, a corporation organized and existing under the laws of the British Virgin Islands (the “ Company ”).

RECITALS:

          A. PAS desires to subscribe from the Company shares constituting, once issued, eighteen percent (18%) of the issued and outstanding voting common stock of the Company (such Equity Interests, the “ PAS Acquired Shares ”);

          B. PAS currently owns, directly or indirectly, one hundred percent (100%) of the issued and outstanding Equity Interests of each of (i) Pepsi-Cola Jamaica Bottling Company Limited (“ PAS Jamaica ”), (ii) Pepsi-Cola Trinidad Bottling Company Limited (“ PAS T&T ”) (iii) P-A Bottlers (Barbados) SRL (“ PAS Barbados ”), (iv) Pepsi-Cola Puerto Rico Distributing, LLC (“ PAS PR-Distributing ”), (v) Pepsi-Cola Puerto Rico Manufacturing, LLC (“ PAS PR-Manufacturing ”) and (vi) Beverage Plastics, LLC (“ PAS PR-Plastics ”, and together with PAS PR-Distributing and PAS PR-Manufacturing, collectively, the “ PAS PR Entities ”; the PAS PR Entities, PAS Jamaica, PAS T&T, and PAS Barbados, collectively, the “ PAS Entities ”, and each individually, a “ PAS Entity ”) (one hundred percent (100%) of the Equity Interests of each of the PAS Entities, the “ Company Acquired Shares ”);

          C. Caribbean Flavors, Ltd., an indirect wholly-owned Subsidiary of PAS (“ Caribbean Flavors ”) currently owns those certain intangible assets set forth in Exhibit A hereto (the “ Flavor Assets ”);

          D. The Company desires to issue to PAS the PAS Acquired Shares in exchange for PAS transferring, or causing the transfer, to the Company of (i) the Company Acquired Shares and (ii) the Flavor Assets (the issuance of the PAS Acquired Shares in exchange for the Company Acquired Shares and the Flavor Assets, the “ Transaction ”).

          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

SUBSCRIPTION AND ISSUANCE OF SHARES

     1.1 Subscription and Issuance of Shares . Upon the terms and subject to the conditions contained herein, on the Closing Date, the Company shall issue and sell to PAS, and PAS shall subscribe from the Company, the PAS Acquired Shares.

ARTICLE II

CONSIDERATION

     2.1 Consideration . The aggregate consideration to be paid by PAS to the Company hereunder in respect of the PAS Acquired Shares (the “ Exchange Value ”) shall consist of the Company Acquired Shares and the Flavor Assets. On the Closing Date, PAS shall transfer or cause to be transferred to the Company the Company Acquired Shares and the Flavor Assets. The PAS Acquired Shares, the Company Acquired Shares, and the Flavor Assets shall all be delivered pursuant to this Section 2.1 free and clear of all Liens.

ARTICLE III

CLOSING AND TERMINATION

     3.1 Closing Date . The closing of the Transaction (the “ Closing ”) shall take place at the offices of Hogan & Hartson L.L.P., 1111 Brickell Avenue, Suite 1900, Miami, Florida 33131 (or at such other place as the parties may designate in writing) at 10:00 a.m. (local time) on a date to be specified by the Company and PAS, which date shall be within 10 calendar days of the receipt of the final Required Consent required under Section 3.2(c)(i) and Section 3.2(c)(ii) , but in no event earlier than thirty (30) days after the date of this Agreement. The date on which the Closing shall be held is referred to in this Agreement as the “ Closing Date .”

     3.2 Closing Deliveries .

          (a) At the Closing, PAS shall deliver, or cause to be delivered, to the Company the following:

     (i) certificates representing the Company Acquired Shares, duly endorsed in blank or accompanied by stock transfer powers or equivalent instruments of ownership and transfer, which Company Acquired Shares shall be free and clear of all Liens;

     (ii) all company books and records, including the minute books, stock ledgers and transfer records, the company seal and other materials related to the administration of each of the PAS Entities;

     (iii) a copy of (A) the Organizational Documents of each of the PAS Entities, including copy of Articles or Certificate of Incorporation (or equivalent document) and By-laws (or equivalent document) certified by the applicable government official of the jurisdiction of each such PAS Entity’s organization as of a date no more than ten (10) days prior to the Closing Date, and (B) a certificate of good standing or equivalent document from the applicable governmental official of the jurisdiction of each such PAS Entity’s organization and each other jurisdiction in which each such PAS Entity is qualified to do business dated no more than ten (10) days prior to the Closing

Date, evidencing the good standing of each such PAS Entity in each such jurisdiction;

     (iv) a certificate, dated as of the Closing Date, executed on behalf of PAS by the corporate secretary of PAS, certifying that PAS’ board of directors have authorized the execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby;

     (v) the Shareholders’ Agreement duly executed by PAS, substantially identical to the form attached hereto as Exhibit B ;

     (vi) the Transition Services Agreement duly executed by PAS;

     (vii) evidence satisfactory to the Company of the transfer to the Company of the Flavor Assets;

     (viii) a certificate of the Secretary of PAS certifying that the closing conditions set forth in Section 3.3(b)(i) and (ii) have been satisfied;

     (ix) a resolution of the directors of PAS Barbados authorizing the transfer of the Company Acquired Shares to the Company;

     (x) the resignation and a no-claims declaration of each of the existing directors of PAS Barbados;

     (xi) the Certificates of Registration for all PAS Owned Trademarks and evidence of the registration of the licences for use of same;

     (xii) the Jamaican Bill of Sale duly executed by PAS; and

     (xiii) such other certificates, documents and instruments (including a Tax Matters Agreement) as the Company may reasonably request related to the transactions contemplated hereby.

          (b) At Closing, the Company shall deliver, or cause to be delivered to PAS the following:

     (i) certificates representing the PAS Acquired Shares, duly endorsed in blank or accompanied by stock transfer powers or equivalent instruments of ownership and transfer, which PAS Acquired Shares shall be free and clear of all Liens;

     (ii) a copy of (A) the Organizational Documents of the Company, certified by the applicable government official of the British Virgin Islands as of a date no more than ten (10) days prior to the Closing Date, and (B) a certificate of good standing or equivalent document from the applicable

governmental official of the British Virgin Islands dated no more than ten (10) days prior to the Closing Date, evidencing the good standing of the Company;

     (iii) a certificate, dated as of the Closing Date, executed on behalf of the Company by the corporate secretary or equivalent officer of the Company, certifying that the Company’s board of directors, managers (or equivalent managing body), and its shareholders or members have authorized the execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby;

     (iv) the Shareholders’ Agreement duly executed by the Company and Gemcorp, substantially identical to the form attached hereto as Exhibit B ;

     (v) the Transition Services Agreement duly executed by the Company;

     (vi) a certificate of the Secretary of the Company certifying that the closing conditions set forth in Section 3.3(a)(i) and (ii) have been satisfied;

     (vii) the Jamaican Bill of Sale duly executed by the Company; and

     (viii) such other certificates, documents and instruments (including a Tax Matters Agreement) as PAS may reasonably request related to the transactions contemplated hereby.

          (c) At Closing, PAS and the Company shall deliver, or cause to be delivered, to the Company the following:

     (i) copies of consents, when received, from (i) PepsiCo with respect to PepsiCo bottling agreements, (ii) PepsiCo, in its capacity as an authorized representative of Seven-Up, with respect to certain Seven-Up bottling agreements, (iii) Dr Pepper with respect to Dr Pepper bottling agreements, and (iv) Desnoes & Geddes Limited with respect to the Red Stripe Effluent Treatment Plant Agreement dated December 4, 2008, to the change-in-control or, alternatively, copies of new bottling agreements entered into between the Company and PepsiCo, the Company and Dr Pepper, and the Company and Seven-Up, which agreements replace and supersede the existing exclusive bottling agreements that PepsiCo, Dr Pepper, and Seven-Up have with the PAS Entities, and those third party consents necessary to consummate the Transaction specifically identified on Schedule 3.2(c)(i) ; and

     (ii) copies, when received, of all governmental approvals, consents or permits, if any, required by applicable Law to consummate the Transaction including, without limitation, anti-monopoly approval from Trinidad and Tobago, Puerto Rico and Barbados (collectively, with the consents referred to in Section 3.2(c)(i) above, the “ Required Consents ”).

     3.3 Conditions to Closing .

          (a) PAS’ Conditions to Closing . PAS’ obligation to close the Transaction and to take the other actions required to be taken by PAS at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by PAS, in whole or in part):

     (i) All of the Company’s representations and warranties in this Agreement (considered collectively), and each of the representations and warranties (considered individually), must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

     (ii) The Company shall have performed and complied with all of the covenants, agreements, obligations and restrictions pursuant to this Agreement required to be performed or complied with by it prior to or at the Closing.

     (iii) No action, suit or other proceeding shall be pending or threatened before any Governmental Body seeking or threatening to restrain or prohibit the consummation of the Transaction contemplated by this Agreement, or seeking to obtain damages in respect thereof, or involving a claim that consummation thereof would result in a violation of any Law and no Order of any Governmental Body shall have been entered challenging the legality, validity or propriety of this Agreement or the transactions contemplated hereby, or prohibiting, restraining or otherwise preventing the consummation of the transactions contemplated hereby.

     (iv) PAS shall have received all of the deliveries set forth in Section 3.2(b) and Section 3.2(c) above.

     (v) PAS and the Company shall have satisfactorily resolved (A) the structure for the transfer of the assets and businesses owned by the PAS Entities in accordance with Section 6.7 and (B) the issue, in accordance with Section 6.9 , regarding the outstanding intercompany loans between any PAS Entities or owed by any PAS Entities to any Affiliate.

          (b) Company’s Conditions to Closing . Company’s obligation to close the Transaction and to take the other actions required to be taken by it at the closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Company, in whole or in part):

     (i) All of PAS’ representations and warranties in this Agreement (considered collectively), and each of the representations and warranties (considered individually), must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

(ii) PAS shall have performed and complied with all of the covenants, agreements, obligations and restrictions pursuant to this Agreement required to be performed or complied with by it prior to or at the Closing.

     (iii) No action, suit or other proceeding shall be pending or threatened before any Governmental Body seeking or threatening to restrain or prohibit the consummation of the Transaction contemplated by this Agreement, or seeking to obtain damages in respect thereof, or involving a claim that consummation thereof would result in a violation of any Law and no Order of any Governmental Body shall have been entered challenging the legality, validity or propriety of this Agreement or the transactions contemplated hereby, or prohibiting, restraining or otherwise preventing the consummation of the transactions contemplated hereby.

     (iv) Company shall have received all of the deliveries set forth in Section 3.2(a) and Section 3.2(c) above.

     (v) PAS and the Company shall have satisfactorily resolved (A) the structure for the transfer of the assets and businesses owned by the PAS Entities in accordance with Section 6.7 and (B) the issue, in accordance with Section 6.9 , regarding the outstanding intercompany loans between any PAS Entities or owed by any PAS Entities to any Affiliate.

     3.4 Termination of Agreement .

          (a) The Transaction may be terminated at any time prior to Closing:

     (i) By the mutual written consent of PAS and the Company;

     (ii) By PAS or by the Company upon written notice to the other Party, if any Governmental Body shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Parties shall use their reasonable best endeavours to lift) which restrains, enjoins or otherwise prohibits the Transaction and such order, decree, ruling or other action shall have become final and non-appealable; or

     (iii) By the non-breaching Party upon written notice to the other Party, in the event the other Party is in breach of any material covenant, representation or warranty in this Agreement and such breach has not been cured within 60 days of being provided written notice thereof by the non-breaching Party.

          (b) In the event of the termination of this Agreement by any Party prior to the Closing Date, written notice thereof shall forthwith be given to the other Party specifying the provision hereof pursuant to which such termination is made.

          (c) Each Party’s right of termination under Section 3.4(a) is in addition to any other rights it may have under this Agreement or otherwise, including the equitable remedy of specific performance, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 3.4(a) , all further obligations of the Parties under this Agreement will terminate, except that the obligations in Sections 9.2 (Expenses), 9.4 (Governing Law), 9.5 (Arbitration), 9.6 (Notices), 9.10 (Consequential Damages), 9.12 (Third Party Rights), and 9.13 (Headings) will survive; provided, however, that if this Agreement is terminated pursuant to Section 3.4(a)(iii) by a Party because of the breach of the Agreement by the other Party, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PAS

          PAS hereby represents and warrants to the Company that:

     4.1 Organization and Good Standing . Each PAS Entity is a corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate power and authority to conduct its business as now conducted. Each PAS Entity is duly qualified or authorized to do business as a foreign corporation or limited liability company, as the case may be, and is in good standing under the Laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization.

     4.2 Authorization of Agreement . PAS has all requisite power and authority to execute, deliver and perform this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by PAS in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the “ PAS Documents ”), and to consummate the transactions contemplated by the PAS Documents. The execution, delivery and performance of the PAS Documents and the consummation of the transactions contemplated thereby have been duly authorized by all requisite action on the part of PAS. This Agreement has been, and each of the other PAS Documents will be at or prior to the Closing, duly and validly executed and delivered by PAS. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each other PAS Document when so executed and delivered will constitute, the legal, valid and binding obligation of PAS, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity.

     4.3 Conflicts; Consents of Third Parties .

          (a) Except as set forth on Schedule 4.3(a ) or as would not reasonably be expected to result in a Material Adverse Effect, none of the execution and delivery by PAS of the PAS Documents, the consummation of the transactions contemplated thereby, or compliance by

PAS therewith, does or will conflict with or result in a breach of any of the provisions of, contravene, result in any violation of, loss of rights or default under, constitute an event creating rights of, or result in, acceleration, termination, repayment or cancellation of or under, entitle any party to receive any payment or benefit pursuant to, or result in the creation of any Lien upon any of the properties or assets of any of the PAS Entities or of PAS under, (i) any provision of the Organizational Documents of any of the PAS Entities or PAS, (ii) any Law applicable to any of the PAS Entities or PAS or any of their respective properties or (iii) any distribution, franchise or bottling agreement or Permit by which any of the PAS Entities or PAS is bound or affected. Each PAS Entity has made available to the Company complete and correct copies of its Organizational Documents, as in effect on the date hereof, and no such PAS Entity is in violation of any of the provisions of such documents except for such violations as would not reasonably be expected to result in a Material Adverse Effect.

          (b) Except as set forth on Schedule 4.3(b) , no waiver, Order or Permit of, or declaration or filing with, or notification to, any Governmental Body is required on the part of PAS or any PAS Entity in connection with the execution and delivery of the PAS Documents or the compliance by PAS or any PAS Entity with any of the provisions thereof, or the consummation of the transactions contemplated thereby, except for any requirement which, if not satisfied, would not have a Material Adverse Effect.

     4.4 Capitalization; Title to Company Acquired Shares .

          (a) Schedule 4.4(a) accurately and completely discloses (as of the Closing Date) (i) the number of shares and classes of Equity Interests of each PAS Entity authorized and/or outstanding and (ii) with respect to each PAS Entity, the ownership thereof. All such Equity Interests are validly issued and existing, fully paid and non-assessable. All of the issued and outstanding Equity Interests of each PAS Entity are owned directly or indirectly by PAS as set forth on Schedule 4.4(a) , free and clear of all Liens. All of the issued and outstanding equity interests of each PAS Entity (x) were offered, sold, issued and delivered in compliance with applicable federal and state securities Laws and (y) are not subject to, and were not issued in violation of, any preemptive rights or any other third party rights created by statute, the articles of incorporation and bylaws of such PAS Entity, or any agreement to which such PAS Entity is a party or by which such PAS Entity is bound. No shares of authorized capital stock or other equity interests of any PAS Entity are held in treasury or reserved for any purpose. Except for the issued and outstanding Company Acquired Shares, there are, and, as of the Closing Date there will be, no other Equity Interests or other securities of any PAS Entity outstanding.

          (b) There are no subscriptions, options, warrants, conversion rights, stock appreciation rights, phantom stock rights or other similar rights, agreements or commitments of any kind with respect to any shares of capital stock or any other Equity Interests of any PAS Entity, and there are no rights, agreements or commitments obligating any PAS Entity to issue or sell, or to cause to be issued or sold, or to repurchase, redeem, exchange, transfer, register or otherwise acquire or dispose of, any shares of its capital stock or any other Equity Interests or any securities convertible into or exchangeable for, or any options, warrants, conversion rights, stock appreciation rights, phantom stock rights or other similar rights relating to, any shares of capital stock or any other Equity Interests of such PAS Entity. There are no agreements or other

obligations (contingent or otherwise) that may impair or prohibit any PAS Entity’s ability to do any of the foregoing.

          (c) After the transfer of the Company Acquired Shares to the Company, the Company will own 100% of the Equity Interests in the PAS Entities free and clear of all Liens.

     4.5 Subsidiaries . None of the PAS Entities has any Subsidiaries.

     4.6 Financial Statements .

          (a) No PAS Entity has any audited balance sheet or related audited statements of income and cash flow for the fiscal years of 2008, 2007 and 2006. PAS has delivered to the Company true, correct and complete copies of: (i) the balance sheets of each PAS Entity for each of the fiscal years of 2008, 2007 and 2006 and the related statements of income and of cash flows of each such PAS Entity, (the “ PAS Annual Financial Statements ”); and (ii) the unaudited balance sheet of each PAS Entity dated April 4, 2009 and the related statements of income and of cash flow of each such PAS Entity for the period then ended (the “ PAS Interim Financial Statements ,” collectively with the PAS Annual Financial Statements, the “ PAS Financial Statements ”).

          (b) The PAS Financial Statements are based upon the information contained in the books and records of each PAS Entity and fairly present, in all material respects, the financial position of each such PAS Entity as of the dates thereof and results of operations and cash flows for the periods referred to therein. Except for the absence of notes thereto and subject to normal year-end audit adjustments and normal year-end accruals that will not be material in amount or effect, each of the PAS Financial Statements has been prepared in accordance with GAAP, consistently applied in accordance with each PAS Entity’s historical practices insofar as such practices are consistent with GAAP.

          (c) All accounts, books and ledgers related to the business of each PAS Entity, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

          (d) The accounts receivable and other receivables reflected on the balance sheet in the PAS Interim Financial Statements (the “ PAS Reference Balance Sheet ”), and those arising in the Ordinary Course of Business after the date thereof, are (i) valid receivables that have arisen from bona fide transactions in the Ordinary Course of Business, (ii) to PAS’ Knowledge, are not subject to valid counterclaims or setoffs and (iii) to PAS’ Knowledge, except as and to the extent of the bad debt reserve reflected on the PAS Reference Balance Sheet, collectible in accordance with their terms.

          (e) Each asset included in the PAS Reference Balance Sheet is (i) legally and beneficially owned solely by such PAS Entity and will be, on the Closing Date, free from any Lien, other than Permitted Liens, and (ii) where capable of possession, in the possession of such PAS Entity. The PAS Material Contracts, together with the assets that such PAS Entity owns at the Closing, are sufficient to operate the business of such PAS Entity in the same manner as it was operated before the Closing.

          (f) Each PAS Entity has a Normalized Level of Working Capital as of the date of this Agreement and will have a Normalized Level of Working Capital on the Closing Date.

     4.7 No Undisclosed Liabilities . Except as set forth on Schedule 4.7 and except to the extent reflected or provided for in the PAS Reference Balance Sheet, during the period beginning on April 5, 2009 and ending on the date hereof, to PAS’ Knowledge, no PAS Entity has any Liabilities, whether due or to become due, and regardless of when asserted, and to PAS’ Knowledge there is no existing condition, situation or set of circumstances which is reasonably expected to result in such an obligation or Liability that would cause a Material Adverse Effect, other than: (i) Liabilities incurred in the Ordinary Course of Business after the date of the PAS Reference Balance Sheet (the “ PAS Reference Balance Sheet Date ”), (ii) Liabilities incurred in connection with the transactions contemplated hereby, (iii) Liabilities that do not require disclosure on financial statements under GAAP. Except as set forth on Schedule 4.7 , no PAS Entity has any outstanding Indebtedness and there exists no Indebtedness between any PAS Entity and PAS.

     4.8 Absence of Certain Developments . Except as contemplated by this Agreement or as set forth on Schedule 4.8 , since the PAS Reference Balance Sheet Date and through the date hereof: (i) each PAS Entity has conducted its businesses only in the Ordinary Course of Business and (ii) no event has occurred or fact or circumstance has arisen that, individually or taken together with all other events, facts, and circumstances has had, or is reasonably expected to have, a Material Adverse Effect.

     4.9 Taxes . PAS has made available to the Company prior to the date of this Agreement in the PAS Data Room copies of the Tax Returns or relevant portions thereof (including pro forma, entity specific United States Tax Returns) related to income taxes filed by or to be filed on behalf of each PAS Entity within the past six (6) years (collectively, the “ PAS Delivered Tax Returns ”). Except as set forth on Schedule 4.9 :

     (i) each PAS Entity, and any Person, to PAS’ Knowledge, to whose liabilities each such PAS Entity has succeeded, has filed or will file in a timely manner all Tax Returns required to have been filed on or before the Closing Date by or for it, and all information set forth in such Tax Returns is correct and complete in all material respects;

     (ii) each PAS Entity, and any Person, to PAS’ Knowledge, to whose liabilities each such PAS Entity has succeeded has timely paid all material Taxes due and payable by it;

     (iii) there are no unpaid material Taxes due and payable by any PAS Entity or by any other Person that are or could become a lien on any asset of, or otherwise adversely affect the business or any properties or financial condition of any such PAS Entity;

     (iv) each PAS Entity and any Person to whose liabilities each such PAS Entity has succeeded is in material compliance with, and each PAS

Entity’s records contain all material information and documents necessary to comply with, all applicable Tax information reporting and Tax withholding requirements;

     (v) each PAS Entity has collected or withheld all material amounts required to be collected or withheld by it for any Taxes, and all such amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due;

     (vi) the balance sheets included in the PAS Financial Statements fully and properly reflect, in accordance with GAAP, as of their dates, the accrued liabilities of each PAS Entity for all Taxes;

     (vii) for all periods after the dates of the balance sheets included in the PAS Financial Statements, the books and records properly reflect, in accordance with GAAP, as of their dates, the accrued liabilities of each PAS Entity for all Taxes;

     (viii) no PAS Entity has granted (or is subject to) any outstanding agreement or waiver currently in effect extending the period of limitations for the assessment or collection of any Tax and no unpaid Tax deficiency has been asserted against or with respect to such PAS Entity (insofar as it may be liable therefor) any Person to whose liabilities any such PAS Entity has succeeded;

     (ix) there is no actual or pending examination, administrative or judicial proceeding, or deficiency or refund litigation or, to the Knowledge of PAS, any action threatened against, or with respect to, any PAS Entity with respect to any Taxes of any PAS Entity or for which any such PAS Entity may be liable;

     (x) there are no unpaid Taxes payable by any PAS Entity or by any other Person that (i) are or could become a Lien on any asset of any such PAS Entity, (ii) could be reasonably expected to have a Material Adverse Effect or (iii) could result in any liability to the Company or any PAS Entity;

     (xi) each PAS Entity has provided the Company with true and correct copies of all material correspondence between it and any taxing authority within each of the last six (6) years from the date hereof;

     (xii) no PAS Entity is a party to, or obligated under, any Tax sharing, Tax allocation, or Tax indemnity or other similar agreement. No PAS Entity has in place any power of attorney with respect to Taxes that would be binding on the Company;

     (xiii) PAS has furnished or made available to the Company complete and accurate copies of all PAS Delivered Tax Returns;

     (xiv) no PAS Entity has received a Tax ruling or entered into a closing or similar agreement with any taxing authority that would likely affect its Tax liabilities in a material manner after the Closing Date;

     (xv) [Intentionally Omitted];

     (xvi) no PAS Entity has settled any Tax dispute in a manner that would aversely affect the Company in a material manner for any post-closing tax period;

     (xvii) all Tax positive balances included by or reflected in any Tax Return filed by or on behalf of any PAS Entity (i) that have been (1) used as a Tax credit in Tax Returns corresponding to subsequent periods, (2) subject to setoff or refunded by the Tax authorities, or (ii) that have not yet been subject to setoff or refunded by the Tax authorities, have been provided for in the books and records and have been determined in the manner prescribed by law;

     (xviii) to PAS’ Knowledge, any proceedings for the refund or setoff of any Taxes paid in excess or not owed (“pago de lo no debido”) have been based on true facts and are duly justified under the law;

     (xix) [ Intentionally Omitted ] ;

     (xx) to the extent that certain non-income Tax benefits such as a Tax amnesty or other benefits result from geographical investments, the existence of specific lines of business or other factors relating to the operations of the business, neither any PAS Entity or any Affiliate of any PAS Entity, has taken or failed to take any action or made any omissions that would materially affect the continuance of such benefit after the Closing Date;

     (xxi) no claim that any PAS Entity or any Affiliate of any PAS Entity, as the case may be, is or may be subject to taxation by that jurisdiction has ever been made by a Tax authority in a jurisdiction where neither such PAS Entity nor any Affiliate of any such PAS Entity files Tax Returns;

     (xxii) during the past six (6) years, each PAS Entity and, to PAS’ knowledge, any Person to whose liabilities each such PAS Entity has succeeded has fully and timely complied with all other formal obligations set forth in any applicable Law and not included in any other subsection of this Section 4.9 , including but not limited to the obligation to issue invoices in accordance to the pertinent Laws and the obligation to maintain and keep available to the Tax authorities all books, records and information in the manner and for the time prescribed by Law; and

     (xxiii) none of the PAS Entities (i) is or has been at any time a member of any affiliated, consolidated, combined or unitary group for income Tax purposes or (ii) has any liability for the income Taxes of any Person

under Section 1.1502-6 of the Treasury Regulations, or any similar provision of state, local or foreign Law.

     4.10 Property .

          (a) Schedule 4.10(a) sets forth a complete and correct list, as of the date hereof, of all real property leased by each of the PAS Entities, including the names of each of the parties to such lease and the address of the applicable property (collectively, the “ PAS Leased Real Property ”).

     (i) True, complete and correct copies of all documents purporting to convey an interest in real property to any PAS Entity, including leases, agreements, subleases, amendments and any guaranties, modifications and addendums thereto (each a “ PAS Lease ” and collectively, the “ PAS Leases ”) have been delivered to the Company. All material documentation and correspondence between any PAS Entity and landlords to the PAS Leases relating to the PAS Leased Real Property has also been delivered.

     (ii) Each PAS Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None of the PAS Leases have been modified in any respect, except to the extent that the copies delivered to the Company disclose such modifications.

     (iii) PAS is not in default, and to PAS’ Knowledge no other party to any PAS Lease is in default, under any PAS Lease, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default by PAS.

     (iv) No consent is required by any party under any PAS Lease as a result of the execution of the PAS Documents or the consummation of the transactions contemplated thereby.

     (v) No PAS Lease is subject to any prime, ground or master lease, mortgage, deed of trust or other Lien or interest which would entitle the interest holder to interfere with or disturb any PAS Entity’s rights under the PAS Leases while such any such PAS Entity is not in default under the PAS Lease.

          (b) Schedule 4.10(b) sets forth all real property owned by each of the PAS Entities and is referred to as the “ PAS Owned Real Property .” No Person other than each such PAS Entity has any ownership right in the PAS Owned Real Property, or the right to purchase any portion of the PAS Owned Real Property. PAS has delivered to the Company true, complete and correct copies of the surveys, plans, correspondence, environmental reports, zoning information or letters and other documents with respect to the PAS Owned Real Property.

     4.11 Property Representations and Warranties .

          (a) Each PAS Entity is vested with good, marketable fee simple title to such PAS Entity’s PAS Owned Real Property, free and clear of all Liens.

          (b) None of the PAS Entities has received any violations of any governmental regulations, nor any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any PAS Entity, with respect to any PAS Owned Real Property or PAS Leased Real Property.

          (c) All real estate Taxes or assessments applicable to the PAS Owned Real Property or the PAS Leased Real Property which are due and payable have been paid.

          (d) To PAS’ Knowledge, all of the buildings, fixtures, leasehold improvements, computers, equipment and other tangible and intangible assets necessary for the conduct of the business of each PAS Entity as now conducted and presently proposed to be conducted are in good condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. To PAS’ Knowledge, there are no defects in such assets or other conditions relating thereto which materially adversely affect the operation or value of such assets. Each PAS Entity has valid title to all material personal property owned by it for its own benefit, and valid leasehold interests in all real and material personal property leased by it, in each case free and clear of all Liens, except Permitted Liens. Schedule 4.11(d) sets forth all leases of personal property held by each PAS Entity involving annual payments in excess of $100,000. None of the PAS Entities has received any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any PAS Entity, with respect to any of such PAS Entity’s owned or leased personal property.

          (e) No PAS Entity has leased or sublet, as lessor, sublessor, licensor or the like, any of the PAS Owned Real Property or PAS Leased Real Property.

          (f) There does not exist any pending or threatened condemnation or eminent domain proceedings, lawsuits or administrative actions that affect the PAS Owned Real Property or the PAS Leased Real Property, and no PAS Entity has received any written notice of the intention of any Governmental Body or other Person to take or use any PAS Owned Real Property or PAS Leased Real Property.

          (g) All improvements made by any PAS Entity on the PAS Owned Real Property or PAS Leased Real Property have received all the Permits required in connection with the ownership or operation thereof, and all such improvements have been operated and maintained in compliance with all applicable Laws, except, in each case, where this lack of Permit or noncompliance could not reasonably be expected to have a Material Adverse Effect on the assets, business or operations of any PAS Entity.

          (h) Each PAS Entity has adequate rights of ingress and egress with respect to the PAS Owned Real Property or PAS Leased Real Property and the improvements thereon pursuant to public streets and roads or by good, marketable and insurable appurtenant easements. Each PAS Entity has adequate access to all utilities, including electricity, sanitary and storm

sewer, potable water, natural gas and other utilities, used in the operation of the business at that location.

          (i) The zoning for the PAS Owned Real Property and the PAS Leased Real Property permits the presently existing improvements and the continuation for the business presently being conducted thereon as a conforming use. Neither the PAS Owned Real Property, the PAS Leased Real Property or improvements thereon, nor the condition or use thereof, contravenes or violates any building, zoning, fire safety, seismic, design, conservation, parking, architectural barriers to the handicapped (including, but not limited to, the Americans with Disabilities Act of 1990), occupational safety and health or other applicable Law, or any restrictive covenant (whether or not permitted on the basis of prior nonconforming use, waiver or variance).

          (j) To PAS’ Knowledge, there are no improvements made or contemplated to be made by any public or private authority, the costs of which are to be assessed as special Taxes or charges against the PAS Owned Real Property or the PAS Leased Real Property. There are no present assessments against the PAS Owned Real Property or the PAS Leased Real Property. No material expenditures are required to bring the PAS Owned Real Property and the PAS Leased Real Property or any tangible assets thereon into compliance with any applicable non-governmental aesthetic standards.

          (k) None of the PAS Entities owes any brokerage commission with respect to any PAS Owned Real Property or PAS Leased Real Property.

          (l) The PAS Owned Real Property and PAS Leased Real Property constitute all of the real property utilized by any PAS Entity in, and as is necessary for, the operation of its business as conducted prior to the date of this Agreement and the Closing.

          (m) All personal property Taxes or assessments applicable to each PAS PR Entity which are due and payable have been paid.

     4.12 Intellectual Property .

          (a) Set forth on Schedule 4.12(a ) is a list of all material trademarks that are owned by each PAS Entity (the “ PAS Owned Trademarks ”) and material to the business of each such PAS Entity. The PAS Entities own all right, title and interest in and to the PAS Owned Trademarks, free and clear of all Liens, and no other Person has any rights to any of the PAS Owned Trademarks (except pursuant to licenses identified in Schedule 4.12(c) ), and, to PAS’ Knowledge, no other Person is infringing, violating or misappropriating any of the PAS Owned Trademarks. Except as set forth on Schedule 4.12(a) , each PAS Entity has maintained in full force and effect all applications and registrations and grants identified in Schedule 4.12(a) in and to PAS Owned Trademarks and no such applications, registrations and grants have expired or been cancelled or abandoned.

          (b) No PAS Entity has engaged in any conduct or activity which constitutes unfair competition or which infringes or violates, or constitutes a misappropriation or wrongful disclosure of any Intellectual Property rights of any Person.

          (c) Set forth on Schedule 4.12(c) is a list of all trademarks that are licensed between each PAS Entity and any other Person.

          (d) Except as set forth on Schedule 4.12(d) , each PAS Entity (i) in the conduct of its business, is not the subject of any allegations, challenges, assertions, or suggestions of any charge, complaint, claim, demand or notice that such PAS Entity has infringed, misappropriated, or acted in conflict with any Intellectual Property owned by any Person, that such PAS Entity has engaged in any acts of unfair competition or other legal wrong against any Person or that the PAS Owned Trademarks are invalid, unenforceable or otherwise defective, inoperable, unregisterable, unpatentable or ineffective; (ii) has not received any notice of any default under any trademark license to which such PAS Entity is a party; and (iii) has not received any notice of any patents, trademarks or copyrights or other Intellectual Property of any third party or received any offers to take a license therefor.

          (e) None of the PAS Entities is or will as a result of the execution and delivery of the PAS Documents, or the performance of its obligations thereunder, be in breach of any license, sublicense or other agreement, or Intellectual Property rights of any Person.

          (f) No shareholder or former shareholder, partner, director, officer or employee of any PAS Entity (or any predecessor in interest) has or will have, after giving effect to the transactions contemplated by the PAS Documents, any legal or equitable right, title, or interest in or to, or any right to use, directly or indirectly, in whole or in part, any PAS Owned Trademarks.

          (g) Each PAS Entity has taken reasonable measures to protect the proprietary, trade secret and/or confidential nature of each item of PAS Owned Trademarks and to maintain in confidence all proprietary, trade secret and/or confidential information that it owns or uses (or has owned or used).

     4.13 Contracts and Agreements .

          (a) PAS has made available to the Company prior to the date of this Agreement in the PAS Data Room copies of the following Contracts to which any PAS Entity is a party (collectively, the “ PAS Material Contracts ”) and they are complete and accurate in all material respects:

     (i) each Contract that involves performance of services or delivery of goods or materials by any PAS Entity of an amount or value in excess of $100,000;

     (ii) each Contract that involves performance of services or delivery of goods or materials to any PAS Entity of an amount or value in excess of $100,000;

     (iii) each Contract that was not entered into in the Ordinary Course of Business;

     (iv) each PAS Lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property;

     (v) each Flavor Asset;

     (vi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;

     (vii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or Liabilities by any PAS Entity with any other Person;

     (viii) each Contract containing covenants that in any way purport to restrict the business activity of any PAS Entity or limit the freedom of such PAS Entity to engage in any line of business or to compete with any Person;

     (ix) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;

     (x) each power of attorney that is currently effective and outstanding;

     (xi) each Contract for capital expenditures in excess of $250,000;

     (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any PAS Entity other than in the Ordinary Course of Business;

     (xiii) each Contract with any Affiliate of such PAS Entity;

     (xiv) each outstanding Contract relating to the acquisition by any PAS Entity of any operating business or capital stock of any other Person, or by any other Person of any operating business or capital stock of any PAS Entity;

     (xv) each Contract for which any PAS Entity has, or is required to provide, a performance or similar bond;

     (xvi) each Contract that contains a change in control or other similar provision; and

     (xvii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

          (b) No PAS Entity and, to PAS’ Knowledge, no officer, director, agent, employee, consultant, or contractor of any PAS Entity, is bound by any PAS Material Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to engage in the business currently being conducted by the PAS Entities.

          (c) Each PAS Material Contract is in full force and effect and is valid and enforceable in accordance with its terms.

          (d) Except as set forth in Schedule 4.13(d) :

     (i) each PAS Entity is in full compliance with all applicable terms and requirements of each PAS Material Contract;

     (ii) to the Knowledge of PAS, each other Person that has or had any obligation or liability under any PAS Material Contract is, and at all times has been, in full compliance with all applicable terms and requirements of such PAS Material Contract;

     (iii) to the Knowledge of PAS, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any PAS Entity or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any PAS Material Contract; and

     (iv) no PAS Entity has given or received from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any PAS Material Contract.

          (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any PAS Entity under current or completed PAS Material Contracts with any Person and no such Person has made written demand for such renegotiation.

          (f) The PAS Material Contracts relating to the sale, design, manufacture, or provision of products or services by any PAS Entity have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any applicable Law.

     4.14 [ Intentionally Omitted ] .

     4.15 Labor .

          (a) Each PAS Entity is operating in material compliance with all applicable Laws in relation to labor matters, employment terms and conditions, salaries and working hours in respect of its respective employees. The pension obligations and severance and other labor

obligations of each PAS Entity are correctly estimated under current Laws as of the dates so estimated, as well as the collective bargaining agreements, if any, and such estimates have been certified for statutory purposes (if required to be so certified by applicable Law), by the auditors and/or actuaries of each such PAS Entity, as applicable. Additionally, (i) each of the current and/or former employees, managers, directors and advisors of each PAS Entity have no rights under any circumstance to any inventions, improvements, discoveries or any other information, or to any remuneration for any inventions, improvements, discoveries or information, other than as shown in Schedule 4.15(a) ; (ii) set forth on Schedule 4.15(a)(ii) is a list of all collective bargaining agreements entered into by any PAS Entity; (iii) each PAS Entity is up to date with the payment of its obligations with respect to social security, pensions and other employee benefits or payments required under applicable Law; (iv) there are no outstanding claims against any PAS Entity and there are no facts or circumstances known to the Knowledge of PAS that may reasonably result in a labor dispute or claim against any PAS Entity in excess of US$50,000, except for what is included in Schedule 4.15(a)(iv) ; (v) except as set forth on Schedule 4.15(a)(v) , there are no persons working for any PAS Entity under temporary agreements or under contracts with temporary services agencies or similar entities, which have been rendering services to any such PAS Entity for more than one (1) year (continuously or otherwise) prior to the date hereof; (vi) each PAS Entity is in material compliance in a general manner with all applicable Laws and regulations relating to labor matters.

          (b) PAS has made available to the Company prior to the date of this Agreement in the PAS Data Room copies of each “employee benefit plan”, and each bonus, incentive or deferred compensation, stock option or other equity-based award, retention, change in control, severance, employment or other employee or retiree compensation, fringe benefit or benefit plan, program, agreement, policy or arrangement that is maintained or participated in by any PAS Entity or to which such PAS Entity contributes or is obligated to contribute (collectively, the “ PAS Plans ”) and such PAS Plans are complete and accurate in all material respects. PAS has made available to the Company true and complete copies of all PAS Plans in which one or more current or former employees or directors of a PAS Entity is eligible to participate or entitled to benefits (or, in the case of PAS Plans not reduced to writing, a written description of the terms thereof) and, as applicable, all related trusts or other funding agreements, all amendments to such PAS Plans. The PAS Plans have been operated in compliance with applicable Law and pursuant to the terms of the PAS Plans.

          (c) Except as set forth on Schedule 4.15(c) , neither the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, consultant or director of any PAS Entity, (ii) result in the forgiveness of Indebtedness, (iii) limit the right of any PAS Entity to amend, merge, terminate or receive a reversion of assets from any PAS Plan, (iv) result in any severance or departure payment. As of the PAS Balance Sheet Reference Date, except as reserved for and described in the PAS Financial Statements, there are no underfunded obligations under any of the PAS Plans.

          (d) As of the date hereof, to the Knowledge of PAS, no officer or PAS Employee at the level of manager or higher, and no group of three or more PAS Employees in a

single department of any PAS Entity has, as of the date hereof, disclosed any plans to terminate his, her or their employment or relationship with such PAS Entity.

          (e) no PAS Entity has received written notice of any charge or complaint pending before any Governmental Body alleging unlawful discrimination or retaliation in employment practices, or alleging any unfair labor practice, or alleging non-compliance with any applicable Law, by any such PAS Entity, nor, to the Knowledge of PAS, has any such charge been threatened.

     4.16 [Intentionally Omitted].

     4.17 Litigation . Schedule 4.17 contains a reasonably complete and accurate description of all Legal Proceedings pending or, to the Knowledge of PAS, threatened against any of the PAS Entities, that individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect. There is no Legal Proceeding pending or, to the Knowledge of PAS, threatened, that questions the validity of this Agreement or of any action taken or to be taken by any PAS Entity in connection with the PAS Documents, or the transactions contemplated thereby. No PAS Entity is subject to any Order, consent decree, conciliation agreement, settlement agreement, market conduct or financial examination report, corrective action plan or other similar agreement with any Governmental Body (including, without limitation, cease-and-desist or other orders).

     4.18 Compliance with Laws; Permits .

          (a) All activities of each PAS Entity and its officers, directors, agents and employees have been, and are currently being, conducted in compliance in all material respects with all applicable Laws, Permits and governmental requirements (including corrective action plans or requirements), Orders and other similar items of any Governmental Body, except when noncompliance would not reasonably be expected to result in a Material Adverse Effect. No Governmental Body has instituted, implemented, taken or threatened to take, and to the Knowledge of PAS, no Governmental Body intends to take, any action the effect of which, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect on any PAS Entity or the PAS Entities taken as a whole.

          (b) PAS has made available to the Company prior to the date of this Agreement in the PAS Data Room copies of all Permits necessary for the conduct of the business and operations of each PAS Entity (including, but not limited to, water Permits), or necessary to own, lease and operate its properties, which have been duly obtained and are in full force and effect and are complete and accurate in all material respects. Each PAS Entity has conducted its business in material compliance with all terms and conditions of the Permits. There are no proceedings pending or, to the Knowledge of PAS, threatened or intended that are reasonably expected to result in the revocation, cancellation or suspension, or any adverse modification, of any such Permit, and the execution and delivery of the PAS Documents and the consummation of the transactions contemplated thereby will not result in any such revocation, cancellation, suspension or modification.

          (c) PAS and each PAS Entity and their respective representatives, agents or employees is, and has been for the past four years, in compliance in all material respects with (i) all applicable Laws relating to anti-bribery, money laundering, lawful political contributions or gifts, corrupt practices and similar measures and (ii) all applicable laws relating to economic and trade sanctions. Neither PAS nor any PAS Entity has received any written notifications or claims alleging facts which are inconsistent with the representations in the foregoing sentence. PAS and each PAS Entity and their respective representatives, agents and employees are, and have been for the past four years, in compliance in all material respects with (i) the Foreign Corrupt Practices Act (15 U.S.C. ss.ss. 78dd 1, et seq) and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transaction and legislation implementing such Convention, and (ii) the Laws implemented by the Office of Foreign Assets Controls of the United States Department of the Treasury.

          (d) Neither PAS nor any PAS Entity nor any of their respective representatives, agents or employees, has corruptly or illegally offered or given on behalf of either PAS or any PAS Entity, anything of value to: (i) any government official or (ii) any other person while knowing, or having reason to know, that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any government official for the purpose of the following: (x) influencing any action or decision of such government official, in his or her official capacity, including a decision to fail to perform his or her official function; (y) inducing such government official to use his or her influence with any Governmental Body to affect or influence any act or decision of such Governmental Body to assist either PAS or any PAS Entity in obtaining or retaining business or securing an improper advantage for, or with, any Governmental Body; or (z) where such payment would constitute a bribe, kickback or illegal or improper payment to assist either PAS or any PAS Entity in obtaining or retaining business or securing an improper advantage for, or with, or directing business to, any Person. There have been no false or fictitious entries made in the books or records of PAS or any PAS Entity relating to any illegal payment or secret or unrecorded fund and neither PAS nor any PAS Entity has established or maintained a secret or unrecorded fund.

     4.19 Environmental Matters . Except as set forth on Schedule 4.19 :

          (a) Each PAS Entity has complied and is in compliance with, and the PAS Owned Real Property (for purposes of this Section 4.19 only, the term “PAS Owned Real Property” will also include any real property formerly owned by any PAS Entity) and PAS Leased Real Property and all improvements thereon are in compliance with, all Environmental Laws, except where any noncompliance would not reasonably be expected to result in a Material Adverse Effect.

          (b) No PAS Entity has any existing, pre-existing or continuing Liability under any Environmental Law, nor is any PAS Entity responsible for any such Liability of any other Person under any Environmental Law, whether by Contract, by operation of law or otherwise.

          (c) Each PAS Entity has been duly issued, and maintains all Environmental Permits necessary to operate the business or assets of such PAS Entity as currently operated. A true and complete list of all such Environmental Permits, all of which are valid and in full force

and effect, is set forth on Schedule 4.19(c) . Each PAS Entity has timely filed applications for all Environmental Permits. All of the Environmental Permits listed on Schedule 4.19(c) will remain in full force and effect following consummation of the transactions contemplated hereby, except as would not reasonably be expected to result in a Material Adverse Effect.

          (d) Neither the PAS Owned Real Property nor PAS Leased Real Property contains any underground improvements, including but not limited to treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Hazardous Materials, and no portion of the PAS Owned Real Property or the PAS Leased Real Property is or has been used as a dump or landfill or consists of or contains filled in land or wetlands. With respect to any real property formerly owned, operated, or leased by any PAS Entity, during the period of such ownership, operation or tenancy, no portion of such property was used as a dump or landfill, and no PAS Entity is aware of any such use at any time prior to its ownership, operation, or tenancy of such real property. Neither PCBs, “toxic mold,” nor asbestos-containing materials are present on or in the PAS Owned Real Property or PAS Leased Real Property or the improvements thereon. There has been no Release of Hazardous Materials at, on, under, or from the PAS Owned Real Property or the PAS Leased Real Property, nor was there such a Release at any real property formerly owned, operated or leased by any PAS Entity during the period of such ownership, operation, or tenancy, such that such PAS Entity is or could be liable for Remediation with respect to such Hazardous Materials.

          (e) Each PAS Entity has furnished to the Company copies of all environmental assessments, reports, audits and other documents in its possession or under its control that relate to the PAS Owned Real Property or the PAS Leased Real Property, compliance with Environmental Laws, or any other real property that such PAS Entity formerly owned, operated, or leased. Any information that any PAS Entity has furnished to the Company concerning the environmental conditions of the PAS Owned Real Property or the PAS Leased Real Property, prior uses of the PAS Owned Real Property or the PAS Leased Real Property, and the operations of such PAS Entity related to compliance with Environmental Laws, is accurate and complete.

          (f) To PAS’ Knowledge, no PAS Owned Real Property or PAS Leased Real Property, and no property to which Hazardous Materials originating on or from such properties or the businesses or assets of any PAS Entity, has been sent for treatment or disposal, is listed or proposed to be listed on any governmental database or list of properties that may or do require Remediation under Environmental Laws. No PAS Entity has arranged, by Contract or otherwise, for the transportation, disposal or treatment of Hazardous Materials at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws.

          (g) No Lien in favor of any Person relating to or in connection with any Environmental Claim has been filed or has attached to the PAS Owned Real Property or the PAS Leased Real Property.

          (h) No authorization, notification, recording, filing, consent, waiting period, Remediation, or approval is required under any Environmental Law in order to consummate the transactions contemplated hereby.

     4.20 Insurance . PAS has made available to the Company prior to the date of this Agreement in the PAS Data Room copies of all insurance policies and fidelity bonds maintained on the date hereof by or for the benefit of any of the PAS Entities and they are complete and accurate in all material respects. PAS has made available to the Company complete and correct copies of all such policies and bonds, together with all riders and amendments thereto as of the date hereof. Such policies and bonds are in full force and effect, and all premiums due thereon have been paid. All of such policies and bonds are, and all similar insurance policies maintained by each of the PAS Entities in the past five (5) years were, placed with financially sound and reputable insurers, and are and were in amounts and had coverages that are and were reasonable and customary for Persons engaged in businesses similar to that engaged in by each of the PAS Entities. Each PAS Entity has complied in all material respects with the terms and provisions of such policies and bonds and continues to be in compliance therewith.

     4.21 Financial Advisors . No Person has acted, directly or indirectly, as a broker, finder or financial advisor for PAS in connection with the transactions contemplated by this Agreement who would be entitled to any fee or commission or like payment in connection with this Transaction.

     4.22 Affiliate Transaction . PAS has made available to the Company prior to the date of this Agreement in the PAS Data Room copies of all agreements, arrangements or other commitments (including any intercompany loans or financial arrangements) between PAS or any of its Affiliates, on the one hand, and any PAS Entity, employee, officer, director or shareholder of any of the PAS Entities on the other hand, other than compensation or benefit agreements, arrangements and commitments in an amount not greater than $100,000, and they are complete and accurate in all material respects.

     4.23 Prior Acquisitions . There are no pending, or to the Knowledge of PAS, threatened, indemnification claims by or against PAS or any PAS Entity under any agreement for the acquisition of any assets or business involving any PAS Entity.

     4.24 Investigation by Company . Notwithstanding anything to the contrary in this Agreement, (i) no investigation by the Company shall affect the representations and warranties of PAS under this Agreement or contained in any other writing to be furnished to the Company in connection with the transactions contemplated hereby and (b) such representations and warranties shall not be affected or deemed waived by reason of the fact that the Company knew or should have known that any of the same is or might be inaccurate in any respect.

     4.25 Powers of Attorney . Schedule 4.25 sets forth the powers of attorney or other authority by which a Person may enter into an agreement, arrangement, obligation or other Contract on behalf of any of the PAS Entities.

     4.26 Disclosure . The representations and warranties contained in this Article IV do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements and information contained in this Article IV , in light of the circumstances in which they were made, not misleading.

     4.27 Tax Exemption of PAS-PR Plastics . PAS-PR Plastics is exempt from the payment of taxes in the Commonwealth of Puerto Rico as per a valid tax exemption decree that is currently in effect and will be in effect as of the Closing Date (the “ Tax Exemption Decree ”). To PAS’ Knowledge, there are no circumstances that could serve as grounds for the cancellation of the Tax Exemption Decree.

     4.28 Arms-Length Transactions by PAS PR Entities . With respect to each PAS PR Entity, all transactions with affiliated entities have been carried out under arms-length terms, conditions and circumstances, as per Section 1047 of the Puerto Rico Tax Code.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants to PAS that:

     5.1 Organization and Good Standing . The Company is a corporation validly existing and in good standing under the Laws of the British Virgin Islands and has all requisite corporate power and authority to conduct its business as now conducted. The Company is duly qualified or authorized to do business as an international business company and is in good standing under the Laws of the British Virgin Islands. Each Subsidiary of the Company is a corporation or limited liability company, as the case may be, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corpor