Material Agreement (Form 8-K)

Merger Agreement

On March 30, 2026, Sysco Corporation, a Delaware corporation ("Sysco"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with JRD Unico, Inc., a Delaware corporation ("JRD"), Warehouse Realty, LLC, a Delaware limited liability company ("Warehouse Realty", together with JRD, known as "Jetro Restaurant Depot"), New Slider Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Sysco ("HoldCo"), Slider Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of HoldCo ("Merger Sub 1"), Slider Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of HoldCo ("Merger Sub 2"), Slider Merger Sub 3, LLC, a Delaware limited liability company and a wholly owned subsidiary of HoldCo ("Merger Sub 3"), and a holder representative (the "Holder Representative"), solely in its capacity as the initial Holder Representative (as defined in the Merger Agreement).

The Merger Agreement provides that, subject to the terms and conditions set forth therein, Sysco will acquire JRD and Warehouse Realty in a cash and stock transaction through: the merger of Merger Sub 1 with and into Sysco with Sysco surviving ("Sysco Merger"), the merger of Merger Sub 2 with and into JRD, with JRD surviving (the "OpCo Merger"), and the merger of Merger Sub 3 with and into Warehouse Realty, with Warehouse Realty surviving (the "PropCo Merger", and collectively with the OpCo Merger and Sysco Merger, the "Mergers"). The board of directors of Sysco has unanimously approved the Merger Agreement.

Pursuant to the Merger Agreement, as of the effective time of the Sysco Merger, each issued and outstanding share of common stock of Sysco, par value $1.00 per share shall be converted into the right to receive one share of common stock of HoldCo, par value $1.00 per share ("HoldCo Common Stock"). Upon completion of the Mergers, HoldCo Common Stock is expected to be listed for trading on the New York Stock Exchange under Sysco's current symbol, "SYY".

The aggregate purchase price paid by Sysco will consist of $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of HoldCo Common Stock (the "Common Stock Consideration").

After giving effect to the Mergers, JRD's and Warehouse Realty's equityholders are expected to hold approximately 16% of the outstanding HoldCo Common Stock in the aggregate.

The completion of the Mergers is subject to customary conditions, including, without limitation, (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (2) the absence of any law or injunction that prohibits the consummation of the transactions contemplated by the Merger Agreement, (3) the Form S-4 relating to the issuance of HoldCo Common Stock being declared effective by the SEC, if required, (4) the authorization for listing on the New York Stock Exchange of the HoldCo Common Stock to be issued as Common Stock Consideration, (5) with respect to each party, (a) the accuracy of the other party's representations and warranties, subject to specified materiality qualifications, and (b) compliance by the other party with its covenants in the Merger Agreement in all material respects, and (6) the receipt by each party of a customary tax opinion with respect to the Mergers.

The Merger Agreement generally requires each party to use reasonable best efforts to obtain required regulatory approvals, subject to certain limitations set forth in the Merger Agreement. The Merger Agreement contains certain termination rights, including the right of either party to terminate the Merger Agreement if the Merger has not occurred by September 30, 2027, subject to one automatic extension for six months (in certain circumstances to obtain required regulatory approval). If the Merger Agreement is terminated due to a failure to obtain required antitrust approvals, in certain circumstances Sysco will be required to pay Holder Representative a termination fee of $1.164 billion.

The Merger Agreement contains customary representations and warranties of Sysco, HoldCo, JRD, Warehouse Realty and the Merger Subs. Additionally, the Merger Agreement provides for customary pre-closing covenants of