exv4w1






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 11,
2008, by and among General Mills, Inc., a Delaware corporation (“Parent”), and Gary
Stettner, not in his individual capacity but solely as the Shareholder Representative (the
“Shareholder Representative”). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement (as defined in the recitals
below).




          WHEREAS, Parent has agreed to issue to the shareholders (individually, a “Shareholder”
and collectively, “Shareholders”) of Humm Foods, Inc., a Colorado corporation (the
“Company”), shares of Parent Common Stock (the “Parent Shares”) in exchange for the
outstanding shares of Company capital stock (the “Company Shares”) pursuant to that certain
Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 20, 2008, by and
among Parent, General Mills Specialty Products, LLC, a limited liability company organized under
the laws of the State of Delaware and a wholly owned subsidiary of Parent, the Company and the
Shareholders;




          WHEREAS, the Parent Shares will be issued to the Shareholders without registration under the
Securities Act of 1933, as amended (the “Securities Act”), and Parent and the Shareholders
desire to provide for compliance with the Securities Act and for the registration of the re-sale by
the Holders of the Parent Shares upon the terms and subject to conditions set forth below; and




          WHEREAS, the Merger Agreement provides for the execution and delivery of this Agreement, and
the appointment of the Shareholder Representative to act on behalf of the Shareholders with respect
to matters of registration of the Parent Shares.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
the parties hereto hereby agree as follows:




          Section 1. Certain Definitions. As used in this Agreement, the following terms shall
have the following meanings:





     “Automatic Shelf Registration Statement” means an automatic shelf registration
statement within the meaning of Rule 405 under the Securities Act.




     “Business Day” means any day on which the commercial banks are open for business
in Minneapolis, Minnesota.




     “Commission” means the United States Securities and Exchange Commission and any
successor federal agency having similar powers.




     “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     “Holder” means (i) the Shareholders, (ii) any heir, personal representative,
successor, donee, partner, member, shareholder or beneficiary of any of them to whom
Registrable Securities are transferred and (iii) any other Transferee permitted by Section
2(c).




     “Pledge Agreement” means the Pledge Agreement dated June 11, 2008 by and among
Parent, the Shareholders and the Shareholder Representative.



 









 






     The terms “register”, “registered” and “registration” refer to a
registration effected by preparing and filing with the Commission a registration statement in
compliance with the Securities Act, and the declaration or ordering by the Commission of the
effectiveness of such registration statement.




     “Registrable Securities” means (i) any and all of the Parent Shares issued in
exchange for Company Shares (including those shares held pursuant to the terms of the Pledge
Agreement and Section 2.03(b) of the Merger Agreement) and (ii) any other securities issued
or issuable with respect to any Parent Shares described in clause (i) above by way of a stock
dividend or stock split or in connection with a combination, exchange, reorganization,
recapitalization or reclassification of Parent’s securities or pursuant to a merger,
consolidation or other similar business combination transaction involving Parent.




     “Registration Expenses” means all expenses incurred by Parent in connection with
the registration of the Registrable Securities, including, without limitation, all
registration and filing fees (including fees and expenses associated with filings required to
be made with the New York Stock Exchange), printing expenses (including expenses of printing
certificates for the shares of Parent Common Stock being registered in a form eligible for
deposit with the Depository Trust Company and of printing prospectuses), fees and
disbursements of counsel for Parent and fees and expenses of compliance with state securities
or “Blue Sky” laws, Parent’s accountants’ fees and expenses, transfer taxes, fees of transfer
agents and registrars and costs of insurance, but specifically
excluding any and all fees, commission, discounts or similar payments made to any
underwriters, brokers or dealers in connection with the selling of any Registrable
Securities.




     “Shelf Registration Statement” is defined in Section 3(a).




     “Transfer” is defined in Section 2(a).




     “Transferee” is defined in Section 2(a).




     “WKSI” means a “well-known seasoned issuer” that is not an “ineligible issuer” as such
terms are defined in Rule 405 under the Securities Act.



          Section 2. Restrictions on Transfer.




          (a) Restrictions. Each Holder agrees that such Holder will not sell, assign, transfer
or otherwise dispose of (each, a “Transfer”) any of the Parent Shares (or any interest
therein) except upon the terms and conditions specified herein, and such Holder will cause any
subsequent holder of such Holder’s Parent Shares (a “Transferee”) to agree to take and hold the
Parent Shares subject to the terms and conditions of this Agreement if such Parent Shares are
required to include a legend pursuant to Section 2(b) hereof.




          (b) Legend. Each certificate representing Parent Shares issued to the Holders or to
any subsequent holder of such shares shall include a legend in substantially the following form;
provided, however, that such legend shall not be required if (i) a Transfer is
being made in connection with a sale of Parent Shares registered under the Securities Act or in
connection with a sale in compliance with Rule 144 under the Securities Act (each, a “Public
Sale”), or (ii) the opinion of counsel referred to in Section 2(d) hereof is to the further
effect that neither such legend nor the restrictions on transfer in this Section 2 are required in
order to ensure compliance with the Securities Act:




 









 









“The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or securities laws of any
state, and may not be sold, transferred, assigned, pledged or
hypothecated unless and until, either (A) registered under such Act
and/or applicable state securities laws, or (B) General Mills, Inc. has
received an opinion of counsel or other evidence, reasonably
satisfactory to General Mills, Inc. and its counsel, that such
registration is not required.”



          (c) Notices of Transfer. Prior to any proposed Transfer of any Parent Shares other
than pursuant to an offering registered under the Securities Act, the Holder proposing to make such
Transfer shall give written notice to Parent of such Holder’s intention to effect such Transfer,
which notice shall set forth the date of such proposed Transfer. Such Holder also shall furnish to
Parent (i) a written agreement by the proposed Transferee that it is taking and holding the same
subject to the terms and conditions specified in this Agreement, except with respect to any Parent
Shares which are being sold in a Public Sale and (ii) except with respect to any Parent Shares
which have been registered under the Securities Act, a written opinion of such Holder’s counsel, in
form reasonably satisfactory to Parent, to the effect that the proposed Transfer may be effected
without registration under the Securities Act.




          (d) Termination of Restrictions. The legend set forth in this Section 2 shall be
removed and any related restrictions shall terminate and cease to be effective with respect to any
of the Parent Shares (i) upon the sale of any such Parent Shares, if the Parent Shares in respect
of which such sale occurs have been registered under the Securities Act, (ii) upon receipt by
Parent of an opinion of counsel (which counsel is reasonably acceptable to Parent), in form
reasonably satisfactory to Parent, to the effect that compliance with such restrictions is not
necessary in order to comply with the Securities Act with respect to the Transfer of such Parent
Shares, or (iii) upon the expiration of the one-year period referred to in Rule 144(b)(1) under the
Securities Act (as such Rule may be amended from time to time), if, pursuant to Rule 144(b)(1),
such Holder was not an “affiliate” of Parent (as such term is defined in Rule 144(a) under the
Securities Act) at the time of the sale of the Parent Shares and has not been an affiliate of
Parent during the preceding ninety (90) days.




          Section 3. Registration under Securities Act; Indemnification.





     (a) (i) Shelf-Registration. Parent shall prepare a “shelf” registration
statement on Form S-3 (which shall be an Automatic Shelf Registration Statement if Parent is
a WKSI at the time of the filing of such “shelf” registration statement) (the date of such
filing being hereinafter referred to as the “Filing Date”) relating to the resale of
the Registrable Securities by the Holders in accordance with the methods of distribution set
forth in such registration statement (which shall not include, without the consent of Parent
(which may be granted or withheld in Parent’s sole discretion) an underwritten offering) and
Rule 415 under the Securities Act and shall file such registration statement with the
Commission within one (1) business day after the filing with the Commission of Parent’s
Annual Report on Form 10-K for the fiscal year ended May 25, 2008, (hereafter, the “Shelf
Registration Statement”).




          (ii) Effectiveness. If Parent is not a WKSI on the Filing Date, Parent shall
use all commercially reasonable efforts to cause the Shelf Registration Statement to be
declared effective by the Commission under the Securities Act as soon as practicable after
filing.




          (iii) Effective Period. Parent agrees to use its best efforts to keep the Shelf
Registration Statement continuously effective for a period commencing on the effective date
thereof and terminating on the date on which such Holders are able to sell their Registrable
Securities under the provisions of Rule 144 without restriction (the “Effective
Period”), in order to permit the prospectus included in the Shelf Registration Statement
to be usable by the Holders; provided that, the Effective



 









 







Period shall, in all events, terminate at such time as all the Registrable Securities
covered by the Shelf Registration Statement have been sold.




          (iv) Black-out Period. Without limiting the provisions of Section 3(a)(iii),
each Holder of Registrable Securities agrees by acquisition of such Registrable Securities,
if so requested by Parent, not to effect any sale of Registrable Securities pursuant to the
Shelf Registration Statement for any period deemed necessary (A) by Parent or any underwriter
in connection with the offering of shares of Parent Common Stock by Parent for its own
account, (B) by Parent in connection with any proposal or plan by Parent to engage in any
financing or acquisition or disposition by Parent or any subsidiary thereof of the Shares or
substantially all the assets of any other person (other than in the ordinary course of
business), any tender offer or any merger, consolidation, corporate reorganization or
restructuring or other similar transaction (each, a “Business Combination”), in each
case material to Parent and its subsidiaries taken as a whole, or (C) by Parent if (i) an
event other than an event specified in clause (B) above occurs and is continuing as a result
of which the Shelf Registration Statement, the prospectus included in the Shelf Registration
Statement, any amendment or supplement thereto or any document incorporated by reference
therein would, in Parent’s judgment, contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein not misleading and (ii) Parent determines in good faith that the disclosure of such
event at such time could be seriously detrimental to Parent or its subsidiaries. Any period
within the Effective Period during which Parent fails to keep the Shelf Registration
Statement effective and usable for resales of Registrable Securities, or requires pursuant to
this Section 3(a)(iv) or Section 3(b)(v) that the Holders not affect sales of Registrable
Securities pursuant to the Shelf Registration Statement, is hereafter referred to as a
“Suspension Period.” A Suspension Period shall commence on the date set forth in a
written notice by Parent (which Parent shall use good faith efforts (consistent with legal
and contractual obligations) to deliver to the Shareholder Representative and each Holder not
less than three (3) business days in advance of any proposed or anticipated suspension date)
addressed to the Holders that the Shelf Registration Statement is no longer effective or that
the prospectus included in the Shelf Registration Statement is no longer usable for resales
of Registrable Securities or, in the case of a suspension pursuant to this Section 3(a)(iv)
the date specified in the notice delivered by Parent pursuant to this Section 3(a)(iv), and
shall end on the date when each Holder of Registrable Securities covered by the Shelf
Registration Statement either receives the copies of the supplemented or amended prospectus
contemplated by Section 3(b)(v) or is advised in writing by Parent that use of the prospectus
or sales may be resumed. Notwithstanding anything to the contrary herein, all Suspension
Periods shall not aggregate more than 90 days in the 12 month period following the effective
date of the Shelf Registration Statement; provided that, Parent may impose a Suspension
Period without limit at any time during which a Holder may sell Registrable Securities under
Rule 144. Each Holder also agrees that at any time such Holder is an employee of Parent,
such Holder will be subject to and comply with the policies of Parent regarding purchases and
sales of Parent Common Stock; to the extent applicable to such Holder. The Holders
acknowledge that such policy may be changed by Parent from time to time.



          (b) Registration Procedures. Parent shall:





          (i) cause the Shelf Registration Statement and the related prospectus and any amendment
or supplement thereto, as of the effective date of the Shelf Registration Statement, or such
amendment or supplement, (A) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the Commission
promulgated under the Securities Act and (B) not to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading;



 









 






          (ii) promptly prepare and file with the Commission such amendments and supplements to
the Shelf Registration Statement and the prospectus used in connection with the Shelf
Registration Statement as may be necessary to keep the Shelf Registration Statement effective
and to comply with the provisions of the Securities Act with respect to the disposition of
all Registrable Securities covered by such Shelf Registration Statement until the earlier of
(A) such time as all such Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the Holder or Holders thereof set forth in the Shelf
Registration Statement (which shall not include, without the consent of Parent (which may be
granted or withheld in Parent’s sole discretion) an underwritten offering), or (B) the date
on which such Holders are able to sell their Registrable Securities under the provisions of
Rule 144 without restriction;




          (iii) furnish to Shareholder Representative such number of conformed copies of such
Shelf Registration Statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus included in the Shelf
Registration Statement (including any summary prospectus), in conformity with the
requirements of the Securities Act, and such documents, if any, as may be incorporated by
reference in the Shelf Registration Statement or prospectus, as each Holder may reasonably
request;




          (iv) use its best efforts to register or qualify all Registrable Securities and other
securities covered by the Shelf Registration Statement under such securities or Blue Sky laws
of the states of the United States as each Holder of such Registrable Securities shall
reasonably request, to keep such registration or qualification in effect for so long as the
Shelf Registration Statement remains in effect (subject to the limitations in Section 3(a)),
and do any and all other acts and things which may be necessary or advisable to enable such
Holder to consummate the disposition in such jurisdictions of its Registrable Securities
covered by such Shelf Registration Statement, except that Parent shall not for any
such purpose be required to register or qualify generally to do business as a foreign
corporation in any jurisdiction in which it is not and would not, but for the requirements of
this Section 3(b)(iv), be obligated to be so qualified, or to subject itself to taxation in
any such jurisdiction, or to consent to general service of process in any such jurisdiction;




          (v) immediately notify Shareholder Representative at any time when a prospectus or
prospectus supplement relating thereto is required to be delivered under the Securities Act,
upon discovery that, or upon the happening of any event as a result of which, the prospectus
included in the Shelf Registration Statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances
then existing which untrue statement or omission requires amendment of the Shelf Registration
Statement or supplementation of the prospectus, and promptly thereafter prepare and furnish
to Shareholder Representative for each Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such Registrable Securities such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the circumstances
then existing; provided, however, that each Holder of Registrable Securities
registered pursuant to the Shelf Registration Statement agrees that such Holder will not sell
any Registrable Securities pursuant to the Shelf Registration Statement during the time that
Parent is preparing and filing with the Commission a supplement to or an amendment of such
prospectus or registration statement;




          (vi) otherwise use its best efforts to comply with all applicable rules and regulations
of the Commission; and



 









 






          (vii) provide and cause to be maintained a transfer agent and registrar for all
Registrable Securities covered by the Shelf Registration Statement from and after a date not
later than the effective date of the Shelf Registration Statement.


Each Holder of Registrable Securities as to which any registration is being effected shall furnish
to Parent such information regarding such Holder and the distribution of such Registrable
Securities as Parent may from time to time reasonably request and as shall be required by law or by
the Commission in connection therewith. In furtherance and not in limitation of the foregoing,
each Shareholder, at the Closing (and each Transferee of each Shareholder and of any subsequent
Holder, at the time of such Transfer), shall provide Parent with such Holder’s mailing and personal
delivery (if different) addresses, and shall promptly notify Parent in writing with any changes
thereto after the date hereof and during the Effective Period.




          (c) Indemnification.





          (i) Indemnification by Parent. Parent shall indemnify and hold harmless each
Holder of Registrable Securities whose securities are covered by the Shelf Registration
Statement from and against any demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, interest and penalties, costs and expenses (including, without
limitation, reasonable legal fees and disbursements incurred in connection therewith and in
seeking indemnification therefor, and any amounts or expenses required to be paid or incurred
in connection with any action, suit, proceeding, claim, appeal, demand, assessment or
judgment) (individually, a “Loss” and, collectively “Losses”), joint or
several, to which such Holder may become subject under the Securities Act or otherwise
insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A)
any untrue statement or alleged untrue statement of any material fact contained in the Shelf
Registration Statement, final prospectus or summary prospectus contained in the Shelf
Registration Statement, or any amendment or supplement to the Shelf Registration Statement,
or any document incorporated by reference in the Shelf Registration Statement or (B) any
omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided,
however, that Parent shall not be liable in any such case to the extent that any such
Losses (or actions or proceedings in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged omission of a material
fact made in the Shelf Registration Statement, or any such final prospectus, summary
prospectus, amendment or supplement, as the case may be, in reliance upon and in conformity
with information furnished to Parent by such Holder in writing specifically for use in the
preparation of such Shelf Registration Statement, or any such final prospectus, summary
prospectus, amendment or supplement, as the case may be.




          (ii) Indemnification by the Holders. Each Holder of Registrable Securities,
severally and not jointly, shall indemnify and hold harmless (in the same manner and to the
same extent as set forth in Section 3(c)(i) hereof) Parent, each director of Parent, each
officer of Parent who shall sign the Shelf Registration Statement and each other person, if
any, who controls Parent within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, with respect to any untrue statement or alleged untrue statement in or
omission or alleged omission from such registration statement, final prospectus or summary
prospectus included in the Shelf Registration Statement, or any amendment or supplement to
the Shelf Registration Statement, as the case may be, of a material fact if such statement or
omission was made in reliance upon and in conformity with information furnished to Parent by
such Holder in writing specifically for use in the preparation of the Shelf Registration
Statement, final prospectus, summary prospectus, amendment or supplement, as the case may
be; provided, however, that the liability of each Holder under this paragraph
(ii) shall not exceed the net sale proceeds of the sale of the shares pursuant to the
Registration Statement received by such Holder.



 









 






          (iii) Notice of Claims, etc. In the event that any of the indemnified parties
under Sections 3(c)(i) or 3(c)(ii) (each, an “Indemnified Party”) is made a defendant
in or party to any action or proceeding, judicial or administrative, instituted by any third
party for the liability or the costs or expenses of which are Losses (any such third party
action or proceeding being referred to as a “Claim”), the Indemnified Party shall
give the party hereto obligated to indemnify such Indemnified Party (the “Indemnifying
Party”) prompt notice thereof. The failure to give such notice shall not affect any
Indemnified Party’s ability to seek reimbursement unless such failure has materially and
adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The
Indemnifying Party shall be entitled to contest and defend such Claim; provided, that the
Indemnifying Party (i) has a reasonable basis for concluding that such defense may be
successful and (ii) diligently contests and defends such Claim. Notice of the intention so
to contest and defend shall be given by the Indemnifying Party to the Indemnified Party
within twenty (20) business days after the Indemnified Party’s notice of such Claim (but, in
all events, at least five (5) business days prior to the date that an answer to such Claim is
due to be filed). Such contest and defense shall be conducted by reputable attorneys
employed by the Indemnifying Party. The Indemnified Party shall be entitled at any time, at
its own cost and expense (which expense shall not constitute a Loss unless (i) the
Indemnified Party reasonably determines that the Indemnifying Party is not adequately
representing or, because of a conflict of interest, may not adequately represent, any
interests of the Indemnified Parties, or (ii) the Indemnified Party has available to it
reasonable defenses which are different from or additional to those available to the
Indemnifying Party, and only to the extent that such expenses are reasonable), to participate
in such contest and defense and to be represented by attorneys of its or their own choosing.
If the Indemnified Party elects to participate in such defense, the Indemnified Party will
cooperate with the Indemnifying Party in the conduct of such defense. Neither the
Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Claim
without the consent of the other party, which consents will not be unreasonably withheld.
Notwithstanding the foregoing, (i) if a Claim seeks the issuance of an injunction, the
specific performance of an obligation or similar remedy or (ii) if the subject matter of a
Claim relates to the ongoing business of the Indemnified Party, which Claim, if decided
against the Indemnified Party, would materially adversely affect the ongoing business or
reputation of the Indemnified Party, then, in each such case, the Indemnified Party alone
shall be entitled to contest, defend and settle such Claim in the first instance and, if the
Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall
then have the right to contest and defend (but not settle) such Claim.




          (iv) Other Indemnification. Indemnification similar to that specified in
Sections 3(c)(i) and 3(c)(ii) hereof (with appropriate modifications) shall be given by
Parent and each Holder of Registrable Securities with respect to any required registration or
other qualification of such Registrable Securities under any federal or state law or
regulation of governmental authority other than the Securities Act.




          (v) Contribution. If the indemnification provided for in this Section 3(c) is
unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses,
then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party,
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses
in such proportion as appropriate to reflect the relative fault of Parent, on the one hand,
and such Holder, on the other hand, and to the parties’ relative intent, knowledge, access to
information and opportunity to correct or mitigate the damage in respect of or prevent any
untrue statement or omission giving rise to such indemnification obligation. Parent and the
Holders agree that it would not be just and equitable if contributions pursuant to this
Section 3(c)(v) were determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation which did not take account
of the equitable considerations referred to above in this Section 3(c)(v); provided,
however, that the liability of each



 









 







Holder under this paragraph (v) shall not exceed the net sale proceeds of the sale of
the shares pursuant to the Registration Statement received by such Holder. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation.



          (d) Registration Expenses. Parent shall bear all Registration Expenses.




          Section 4. Termination. The rights and obligations under this Agreement (other than
under Sections 3(c) and 3(d) hereof) shall automatically terminate upon the earlier to occur of (a)
the sale of all Registrable Securities by the Holders and (b) the end of the Effective Period.




          Section 5. Amendments and Waivers. This Agreement may be amended or modified and
Parent may take any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if Parent shall have obtained the written consent to such amendment,
modification, action or omission to act, of the holder or holders (at such time) of 50.1% or more
of the shares of Registrable Securities (and, in the case of any amendment, modification, action or
omission to act which adversely affects any specific holder of Registrable Securities or a specific
group of holders of Registrable Securities, the written consent of each such holder or holders of
50.1% or more of the Registrable Securities held by such group). Each holder of any Registrable
Securities at the time shall be bound by any consent authorized by this Section 5, whether or not
such Registrable Securities shall have been marked to indicate such consent.




          Section 6. Reports under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefit of Rule 144 promulgated under the Securities Act (or any
successor rule or regulation thereunder that may at any time permit a Holder to sell securities of
Parent to the public without registration), Parent agrees to:




          (a) maintain registration of its common stock under Section 12 of the Exchange Act;




          (b) for a period commencing on the Closing Date and terminating one year following the Closing
Date, file all reports and other documents required of Parent under the Securities Act and Exchange
Act (other than Current Reports on Form 8-K); and




          (c) furnish to any Holder, so long as the Holder owns Registrable Securities, promptly upon
request:





	 	(i)	 	a written statement by Parent that it has complied
with the reporting requirements of Rule 144(c); and
	 
	 	(ii)	 	such other information as may be reasonably
requested, if any, in availing any Holder of any successor rule or
regulation under the Securities Act to Rule 144 to permit the selling of
any such securities without registration.





          Section 7. Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof
may, at its election, be treated as the holder of such Registrable Securities for purposes of any
request or other action by any holder or holders of Registrable Securities pursuant to this
Agreement or any determination of any number or percentage of shares of Registrable Securities held
by any holder or holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company may require assurances
reasonably satisfactory to it of such owner’s beneficial ownership of such Registrable Securities.




 









 








          Section 8. Notices. All notices, demands and other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given when personally delivered, or one business day after being sent by a
nationally recognized overnight courier, or three days after being mailed by first class mail,
return receipt requested, or when receipt is acknowledged, if sent by facsimile, telecopy or other
electronic transmission device (provided a confirmation copy is sent via a nationally recognized
overnight courier). Notices, demands and communications to Parent and the Holders (via Shareholder
Representative) will, unless another address is specified in writing, be sent to the address
indicated below:




	 	 	 
	Notices to Parent:

	 	with a copy to:
	 
	 	 
	General Mills, Inc.

	 	Dorsey & Whitney LLP
	Number One General Mills Boulevard

	 	50 South Sixth Street
	Minneapolis, Minnesota 55426

	 	Minneapolis, Minnesota 55402
	Attention: Executive Vice President

	 	Attention: Robert A. Rosenbaum
	     and General Counsel

	 	Fax: (612) 340-8738
	Fax: (763) 764-3302
	 	 
	 
	 	 
	Notices to the Shareholder Representative:

	 	with a copy to:
	 
	 	 
	Gary Stettner

	 	Minor & Brown, P.C.
	1230 East 7th Avenue

	 	650 South Cherry Street, Suite, 1100
	Denver, Colorado 80218

	 	Denver, Colorado 80246
	Fax: (303)

	 	Attention: Lisa A. D’Ambrosia
	 

	 	Fax: (303) 320-6330





If notice is given pursuant to this Section 7 of any assignment to a permitted successor or
assignee of a party hereto, the notice shall be given as set forth above to such successor or the
assignee of such party.




          Section 8. Entire Agreement. This Agreement represents the entire agreement and
understanding between Parent and the other parties to this Agreement in respect of the subject
matter contained herein. There are no restrictions, promises, warranties, or undertakings, other
than those set forth or referred to herein or in the Merger Agreement, with respect to the
registration rights granted by the Company with respect to the Registrable Securities. This
Agreement and the Merger Agreement supersede all prior agreements and understandings between the
parties with respect to the subject matter of this Agreement.




          Section 9. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware (other than its rules of conflicts of
laws to the extent the application of the laws of another jurisdiction would be required thereby).




          Section 10. Severability. If any provision of this Agreement or the application
thereof to any person or circumstances is determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions hereof, or the application of such
provision to persons or circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be affected impaired or
invalidated thereby, so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party. Upon such determination, the parties
shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute
provision to affect the original intent of the parties.




 









 








          Section 11. Miscellaneous. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning of this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which, when taken together, shall constitute one and the same instrument.




* * * * *




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.




	 	 	 	 	 
	 	General Mills, Inc.

 	 
	 	/s/ Dan Malina
 	 
	 	Name:  	Dan Malina  	 
	 	Title:  	Vice President, Corporate Development 	 
	 
	 	Shareholder Representative

 	 
	 	/s/ Gary Stettner
 	 
	 	Name:  	Gary Stettner, not in his individual capacity, but solely as the Shareholder
Representative hereunder