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Tax Receivable Agreement

Chobani Inc. will enter into a tax receivable agreement (the “Tax Receivable Agreement”) for the benefit of certain direct and indirect beneficial owners of Pre-IPO Units (the “TRA Parties”), pursuant to which Chobani Inc. will pay to the TRA Parties 85% of the amount of the net cash tax savings if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest).

The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal and state (and, if applicable, local and non-U.S.) taxes resulting from the utilization of certain pre-IPO tax attributes and tax benefits resulting from sales and exchanges by the TRA Parties. We expect that the payments that we may be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to the purchase by Chobani Global Holdings of Class B Units and certain Class M Units in connection with this offering and in future exchanges to be approximately $ million and to range over the next 15 years from approximately $ million to $ million per year (or range from approximately $ million to $ million per year if the underwriters exercise their option to purchase additional shares of Class A common stock) and decline thereafter.

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Similarly, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO tax attributes acquired in the Blocker Merger to be approximately $ million and to range over the next 15 years from approximately $ million to $ million per year.

As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 15-year period will range from approximately $ million to $ million (or range from approximately $ million to $ million if the underwriters exercise their option to purchase additional shares of Class A common stock).

The estimates above are based on an initial public offering price of $ per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.

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