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Stockholder’s Agreement
Concurrently with the closing of this offering and the Reorganization, Chobani Inc. intends to enter into a stockholders’ agreement with FHU US Holdings and HOOPP.
Among other things, the Stockholders’ Agreement will provide that
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(i) HOOPP will be entitled to designate one director and one observer to the board of directors for so long as HOOPP and its permitted transferees continue to hold at least 25% of the common stock that HOOPP held immediately prior to this offering and (ii) Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, will be entitled to designate one observer to the board of directors until the Sunset.
The Stockholders’ Agreement will also provide Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, and HOOPP with registration rights whereby, at any time following the release of the lock-up restrictions described in this prospectus, and pursuant to any limitations set forth in the Stockholders’ Agreement, they will have the right to require us to register under the Securities Act some or all of their shares of Class A common stock, and some or all of their shares of Class A common stock issuable upon exchange of any Class B Units directly or indirectly held by them, as applicable. The Stockholders’ Agreement will also provide for piggyback registration rights for Hamdi Ulukaya and HOOPP, subject to certain conditions and exceptions.
The diagram depicts our organizational structure following the consummation of the Reorganization and this offering.