Tccc Performance Guaranty of fairlife

GUARANTY This GUARANTY, made and entered into as of October 29, 2023 (the “Guaranty”), from THE COCA-COLA COMPANY, a Delaware corporation with its principal place of business at One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313 (“Guarantor”), to the TOWN OF WEBSTER, a body corporate and politic and existing under the laws of the State of New York (the “Town”), with offices at 1000 Ridge Road, Webster, NY 14580; WITNESSETH: WHEREAS, fairlife, LLC (the “Company”) has obtained the necessary municipal planning, zoning and industrial use approvals from the Town of Webster Town Board, (the “Town Board”), the Town of Webster Planning Board (the “Planning Board”), and the Town of Webster Zoning Board of Appeals (the “Zoning Board”) in the form of a SEQRA Negative Declaration dated September 7, 2023, an Industrial Use Permit dated October 5, 2023, Site Plan Review, Subdivision, and Signage Approvals dated October 3, 2023, and Area Variances dated September 12, 2023 (collectively, the “Town Approvals”) regarding the construction of the Company’s 785,000 square foot milk processing facility/warehouse and associated site improvements, including grading, (the “Project”) on 110.40± acres at the end of Tebor Road (the “Premises”) (collectively, the “Project Facility”); and WHEREAS, as a condition of the Town Approvals and as required by the Town of Webster Zoning Code (the “Zoning Code”), the Town is required to obtain from the Company some form of financial assurance for the completion of the civil site work, including grading, and installation of all stormwater pollution prevention (“SWPPP”) best management practices, the stormwater detention ponds, the perimeter berm, the 14’ high precast sound absorbing wall and other fencing, the utilities, pavements, sidewalks and exterior slabs, and landscaping, associated with the approved Project in conformance with the plans and specifications filed in association with the Town Approvals and approved by the Planning Board for the civil site work, and as will be amended from time to time, and including as will be supplemented by all the related and as yetto-be-prepared plans and specifications required to obtain the necessary permits from, and approvals of, the Town of Webster (wastewater discharge and sanitary sewer upgrades), the Town of Webster (upgrades to Tebor Road, Basket Road and Penske Driveway), Town of Ontario (utility improvement), Monroe County Water Authority and the Monroe County Department of Health (water line upgrade and fire loop), the Monroe County Department of Transportation (upgrades to Tebor Road, Basket Road and Penske Driveway), the New York State Department of Transportation (upgrades to Basket Road), New York State Department of Environmental Conservation (stormwater discharges during construction) and the Ontario Midland Railroad (easement and work permit related to upgrades to Basket Road), and in conformance with the Zoning Code and other applicable laws and codes of the Town, Monroe County and the State of New York (collectively, the “Guaranteed Obligations”); and WHEREAS, the Company’s preliminary engineer’s estimate for the civil site work is in the range of $40-$49.9 Million, which guaranteed amount the Town and Guarantor have agreed will -1Classified - Confidential

be the amount stated in the Town-approved Engineer’s Estimate for the civil site work once available (the “Amount”), and the Guarantor has offered and the Town has accepted the execution and delivery of this Guaranty of the Amount with respect to the Guaranteed Obligations in lieu of other types of financial assurance, such as letters of credit or surety bonds; and WHEREAS, the Guarantor is the corporate parent of the Company, by virtue of ownership of all of the membership interest of the Company, and desires that the Town issue the permits for the civil site work allowing the Company to implement the civil site work, including the grading, and installation of all SWPPP best management practices, the stormwater detention ponds, the perimeter berm, the 14’ high precast sound absorbing wall and other fencing, the utilities, pavements, sidewalks and exterior slabs, and landscaping, of the Project Facility in conformance with the Town Approvals based upon the financial assurance provided by this Guaranty; NOW, THEREFORE, for good and valuable consideration, the Guarantor does hereby, represent, warrant, covenant and agree with the Town as follows: 1. Guarantor hereby guarantees that the Company will complete the Guaranteed Obligations as set forth in the Town Approvals, together with the implementation of any conditions within said Town Approvals, within the Zoning Code, or within the related Town, County and State permits and approvals, all in conformance with the applicable local and state building codes. 2. Guarantor’s obligations hereunder (a) shall be primary; (b) shall not be conditioned upon the Town’s pursuit of any remedy which they have against the Company or any other person; and (c) shall survive and shall not be diminished, impaired or delayed in connection with (i) any bankruptcy, insolvency, reorganization, liquidation, or similar proceeding relating to Company, its properties or creditors or (ii) any transfer, assignment, or termination of the Town Approvals or the Company’s interest in the Project Facility, except as provided herein. 3. The Guaranty is a continuing obligation of the Guarantor and will remain in full force and effect until the earlier of A) the day on which the Guaranteed Obligations have been completed to the satisfaction of the Town, or B) the Certificate of Occupancy for the Project Facility is issued by the Town, and thereafter, shall be deemed terminated. 4. This Guaranty shall be binding upon the Guarantor, and Guarantor’s successors and assigns, and shall inure to the benefit of the Town. 5. Guarantor represents and warrants to the Town that this Guaranty does not conflict with or constitute a breach of, or constitute a default under, any contract, agreement or other instrument by which Guarantor is bound or to which Guarantor is a party. 6. If any provision of this Guaranty is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Guaranty shall remain in full force and effect. 7. Guarantor agrees that this Guaranty shall be governed by and construed according to the laws of the State of New York. The Guarantor irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of this Guaranty may be brought in the courts of -2Classified - Confidential

record of the State of New York in Monroe County or the courts of the United States, Western District of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, and (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts. 8. Any notice required to be sent to the Guarantor shall be in writing and shall be sufficiently given and deemed given when delivered personally, or two (2) days after it is sent by registered or certified mail, postage prepaid, or two (2) days after it is sent by overnight courier, postage prepaid, to the Guarantor at The Coca-Cola Company, One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313Attention: David Mann, Group Director, with a copy to the Attention of: Robert Barnes, Esq., or to such other address as may be furnished in writing by the Guarantor to the Town. 9. Guarantor further guarantees that the Company will pay all applicable fees in respect of the Guaranteed Obligations as required by Town Code Section 269-4, and in accordance with the current Town of Webster Fee Schedule, based upon Guarantor’s understanding that the Town has determined that the three fees described as “Bldg.: Building Permit; Com/Ind; $0.25 SF”, “Eng.: Excavation/Fill Permit; >1,000 CY; $100 Application; $300 up to 5,000 CY plus $25 per each additional 1,000 CY” and “Sewer: CCTV Inspection (sanitary/storm); $1.50 per LF” are included in the fee described as “Eng.: Inspection Fees for Developments; 3.5% of Engineer’s Estimate.” The 2023 and the 2024 Fee Schedules (or pertinent portions thereof) are attached hereto as Appendices A and B. 10. Terms not specifically defined herein shall have the meaning for such term set forth in the Town Approvals. [Balance of page intentionally left blank]

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[SIGNATURE PAGE FOR GUARANTY] IN WITNESS WHEREOF, the Guarantor has duly executed this Guaranty as of the day and year first above written. THE COCA-COLA COMPANY,

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Appendix A 2023 Fee Schedule Town of Webster, NY

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Appendix B Proposed 2024 Fee Schedule Town of Webster, NY

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