EX-10.6



 Exhibit 10.6 

EXECUTION VERSION 
 This CONSULTING
AGREEMENT, dated as of December 23, 2013, (this “Agreement”), is entered into by and among CD&R Landscapes Parent, Inc., a Delaware corporation (the “Company”), CD&R Landscapes Midco, Inc., a Delaware
corporation (“Midco”), CD&R Landscapes Bidco, Inc., a Delaware corporation (“Bidco”), JDA Holding LLC, a Delaware limited liability company (“JDA”), John Deere Landscapes LLC, a Delaware limited
liability company (“OpCo”) and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”). 

W I T N E S S E T H: 

WHEREAS, CD&R Manager organized the Company in connection with the transactions contemplated by that certain Investment Agreement, dated
as of October 26, 2013 (as the same may be amended from time to time in accordance with its terms, the “Investment Agreement”), by and among Deere & Company (“Deere Investor”), JDA, OpCo, CD&R
Landscape Holdings, L.P. (“CD&R Investor”), Bidco, CD&R Landscapes Merger Sub, Inc. and CD&R Landscapes Merger Sub 2, Inc.; 

WHEREAS, CD&R Manager is engaged in the business of providing management services to affiliated private investment funds, including the
affiliated investment funds which acquired direct or indirect controlling ownership interests in the Company through the transactions contemplated by the Investment Agreement (the “Investment”); 

WHEREAS, CD&R Manager, in conjunction with its role as manager of such affiliated investment funds and in order to support and enhance the
operational and financial performance of such funds’ investments, is willing and able to provide certain consulting services to the Company, Midco, Bidco, JDA, OpCo and their respective divisions and subsidiaries (the “Company
Group”), as provided herein; 
 WHEREAS, in connection with the Investment, CD&R Manager has provided intensive strategic and
operational consulting services to the Company Group, based on analyses undertaken by the financial and operating partners of CD&R Manager prior to and in connection with the closing of the Investment, which services included, without
limitation, (a) advising and providing assistance to the Company Group in identifying and retaining additional or new legal, accounting, insurance, compensation, investment banking, financial and other advisors and consultants,
(b) reviewing and providing recommendations concerning the staffing and employment needs of the Company Group, including possible near-term additions and changes to the management of the Company Group, (c) developing and
recommending revised compensation and employee benefit plans for the management and other employees of the Company Group, (d) analyzing the Company’s capital structure and financial and risk management, including proposing possible
changes and making recommendations concerning cash management, financial reporting and controls, banking relationships and insurance programs, (e) analyzing and recommending potential adjustments to the Company’s business strategy,
(f) evaluating and making suggestions for improving the Company Group’s arrangements for the 







 
procurement of certain support services, and (g) identifying areas for improving the Company’s business and profitability, and making recommendations for near-term operational
improvements (such services, collectively, the “Initial Consulting Services”); and 
 WHEREAS, thereafter the Company
desires that it and other members of the Company Group receive, and CD&R Manager is willing to provide, ongoing strategic and operational consulting services to the Company of the kind described above, including revisions to and implementation
of recommendations made as part of the Initial Consulting Services and assistance to the Company in executing the strategic and operational improvements identified and recommended as part of the Initial Consulting Services and thereafter, as
CD&R Manager and the Company may agree from time to time (the “Additional Consulting Services”) and, together with the Initial Consulting Services, the “Consulting Services”); 

WHEREAS, prior to or concurrently with the execution and delivery of this Agreement, the Company, OpCo, Midco, Bidco, CD&R Manager and
certain other parties have entered into an Indemnification Agreement, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the “CD&R Indemnification Agreement”); and 

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is entering into a substantially similar consulting
agreement (the “Deere Consulting Agreement”) with Deere Investor, pursuant to which Deere Investor is to provide services to the Company Group of substantially the same type as those to be provided by CD&R Manager hereunder and
upon similar terms; 
 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Engagement. The Company, Midco,
Bidco, JDA and OpCo hereby confirm the performance by CD&R Manager of the Initial Consulting Services and engage CD&R Manager (on behalf of the members of the Company Group) to provide the Additional Consulting Services (as defined above) as
a consultant to the Company Group. CD&R Manager hereby agrees to provide Consulting Services to the Company and the other members of the Company Group on the terms and subject to the conditions set forth below. 

2. Scope of Future Services. 

(a) Additional Consulting Services. CD&R Manager hereby agrees, during the term of this Agreement, to provide the members of the
Company Group with the Additional Consulting Services as may reasonably be requested from time to time by the board of directors (the “Board”) of the Company and agreed to by CD&R Manager. 

  
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 (b) Services Non-Exclusive. CD&R Manager will devote such time and efforts to the
performance of the services contemplated hereby as CD&R Manager deems reasonably necessary or appropriate, provided that no minimum number of hours is required to be devoted on a weekly, monthly, annual or other basis. The Company, Midco,
Bidco, JDA and OpCo (on behalf of themselves and the other members of the Company Group) hereby acknowledge that CD&R Manager’s services are not exclusive to the Company Group and that CD&R Manager will render similar services to other
persons and entities. 
 (c) Applicability of CD&R Indemnification Agreement. The Company, Midco, Bidco, JDA and OpCo (on behalf
of themselves and the other members of the Company Group) hereby acknowledge and agree that the services provided by CD&R Manager hereunder, including the Initial Consulting Services and the Additional Consulting Services, are being provided
subject to the terms of this Agreement (including, without limitation, Section 7) and the CD&R Indemnification Agreement. 
 (d)
Nature of Services. For avoidance of doubt, the parties acknowledge and agree that CD&R Manager’s services hereunder shall be limited to providing the Consulting Services and shall not extend to the right to exercise control over the
Company or its controlled Affiliates, which right shall be reserved to the Board, subject to the rights retained by the Company’s stockholders. 

3. Compensation; Reimbursement of Expenses. 

(a) Compensation for Initial Consulting Services. As compensation for the Initial Consulting Services, the Company shall, or shall
cause one or more other members of the Company Group to, on behalf of the members of the Company Group, pay CD&R Manager immediately following the later of the date of this Agreement and the date of the consummation of the Investment, a
consulting fee in the amount of $13,500,000 (such fee, the “Initial Consulting Fee”). 
 (b) Compensation for Additional
Consulting Services. As compensation for the Additional Consulting Services, the Company shall, or shall cause one or more other members of the Company Group to, on behalf of the members of the Company Group, pay CD&R Manager a fee equal to
$1,300,000 per year (the “Additional Consulting Fee”), one quarter of which shall be payable quarterly in advance on the fifth day of each January, April, July and October (each, an “Additional Consulting Services Payment
Date”). The initial Additional Consulting Fee shall be prorated to reflect the portion of the current fiscal year which has elapsed prior to the date hereof and shall be payable on the Additional Consulting Services Payment Date for the
first calendar quarter commencing after the date hereof (together with the quarterly installment for such quarter). The Additional Consulting Fee may be increased only by the Company and in compliance with Section 2.10 of the Stockholders
Agreement, dated as of the date hereof, by and among the Company, Deere Investor, CD&R Investor, and the other stockholder parties thereto (the “Stockholders Agreement”). The Additional Consulting Fee may not be decreased
without the prior written consent of CD&R Manager and other than in compliance with Section 2.10 of the Stockholders Agreement. 

  
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 (c) Reimbursement of Expenses. The Company shall, or shall cause one or more other members
of the Company Group to, on behalf of the members of the Company Group, reimburse CD&R Manager for such reasonable travel and other out-of-pocket expenses (“Expenses”) as may be incurred by CD&R Manager and its Affiliates
and its and their respective employees and agents in the course or on account of rendering any services under this Agreement, including but not limited to any applicable fees and expenses of any legal, accounting or other professional advisors to
CD&R Manager and its subsidiaries and Affiliates, including the cost of all air travel, whether on commercial or private aircraft. CD&R Manager may submit monthly expense statements to the Company or any other such member of the Company
Group, which statements shall be payable within 30 days. Nothing in this Section 3 shall limit any obligations of any member of the Company Group to reimburse any costs and expenses to CD&R Manager or any CD&R Manager Affiliate (as
defined below) under the Investment Agreement, the CD&R Indemnification Agreement, the Stockholders Agreement, the Registration Rights Agreement (as defined in the Investment Agreement) or any other Ancillary Agreement (as defined in the
Investment Agreement). For purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with, such
person or entity, provided, that with respect to CD&R Manager, Affiliate shall not include any member of the Company Group. 

(d) Allocation of Payments. The Company shall not agree with its independent accountants to allocate the amounts paid to CD&R
Manager pursuant to this Agreement to specific services provided hereunder without the consent of CD&R Manager (not to be unreasonably withheld). 

(e) Obligations Joint and Several. OpCo and the Company (on behalf of themselves and the other members of the Company Group) hereby
agree that the obligations of the Company under this Section 3 shall be borne jointly and severally by each member of the Company Group. 

4. Term, etc. 
 (a) This
Agreement shall be in effect until, and shall terminate upon, the earlier to occur of (i) the tenth anniversary of the date hereof or (ii) the date on which CD&R Manager’s Pro Rata Share is less than 10%. As used in
this Agreement, CD&R Manager’s “Pro Rata Share” means, at any time, the quotient obtained (expressed as a percentage) by dividing (x) the direct or indirect ownership interest of CD&R Investor in the Company as of
such time by (y) the aggregate ownership interest of CD&R Investor and Deere Investor (together with its affiliated transferees) in the Company as of such time. In any event, this Agreement may be earlier terminated by CD&R Manager on
30 days’ prior written notice to the Company. The provisions of this Agreement shall 

  
 4 








 
survive any termination hereof, provided that, notwithstanding the foregoing, Sections 1 and 2 (other than Section 2(c)) shall not survive any termination hereof, and provided,
further, that Section 3 shall survive any termination hereof solely as to any portion of any Initial Consulting Fee, Additional Consulting Fee or Expenses not paid or reimbursed prior to such termination and not required to be paid or
reimbursed thereafter pursuant to Section 4(c). 
 (b) Upon any consolidation or merger of the Company, or any conveyance, transfer or
lease of all or substantially all of the assets of any member of the Company Group, whether in connection with the Investment or otherwise, the entity formed by such consolidation, or into which such member of the Company Group is merged or to which
such conveyance, transfer or lease is made (each, a “Successor Entity”), shall succeed to and be substituted for the Company or such member of the Company Group, as applicable, under this Agreement with the same effect as if the
Successor Entity had been a party hereto. No such consolidation, merger or conveyance, transfer or lease shall have the effect of terminating this Agreement or of releasing any member of the Company Group or any Successor Entity from its obligations
hereunder, except as otherwise agreed by CD&R Manager. 
 (c) Upon any termination of this Agreement, the Company agrees immediately to
pay or reimburse (or cause one or more other members of the Company Group to pay or reimburse), as the case may be, in cash to the CD&R Manager any accrued and unpaid installment of the Additional Consulting Fee, or portion thereof, and any
unpaid and unreimbursed Expenses that shall have been incurred prior to such termination (whether or not such Expenses shall then have become payable). If, at any time, no member of the Company Group is permitted to make any payment or reimbursement
due to CD&R Manager under this Agreement under the terms of any credit agreement, indenture or other financing agreement to which any member of the Company Group is a party, such obligations shall accrue as provided herein, but payment or
reimbursement thereof shall be deferred until such time as (i) such payments are no longer prohibited under the terms of the applicable agreement, or (ii) the loan amount due thereunder is repaid in full. In the event of the
liquidation of the Company, all amounts due CD&R Manager under this Agreement shall be paid to CD&R Manager before any liquidating distributions or similar payments are made to stockholders of the Company. 

5. Information; Confidentiality; Deere Consulting Agreement. 

(a) Each of the Company, Midco, Bidco, JDA and OpCo will, and will cause each member of the Company Group to, use its reasonable best efforts
to furnish, or to cause their respective subsidiaries, employees and agents to furnish, CD&R Manager with such information (the “Information”) as CD&R Manager reasonably believes appropriate to its engagement hereunder. Each
of the Company, Midco, Bidco, JDA and OpCo acknowledges and agrees that (i) CD&R Manager will rely on the Information and on information available from generally recognized public sources in performing the services hereunder and
(ii) CD&R Manager does not assume responsibility for the accuracy or completeness of the Information and such other information. 

  
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 (b) Each of the Company, Midco, Bidco, JDA and OpCo (on behalf of themselves and the other
members of the Company Group) hereby consents to the CD&R Manager and any CD&R Manager Affiliate sharing any information it receives from the Company Group with any other CD&R Manager Affiliates (other than other portfolio companies) and
to the internal use by CD&R Manager and such CD&R Manager Affiliates of any information received from the Company Group, subject, however, to (i) CD&R Manager maintaining adequate procedures to prevent such information from
being used in connection with the purchase or sale of securities of the Company in violation of applicable law, (ii) the recipient of such information being subject to an agreement (or being under a duty of trust or confidence) to
maintain the shared information in confidence and (iii) compliance with Section 5.4 of the Stockholders Agreement. 
 (c)
Any advice or opinions provided by CD&R Manager or CD&R Manager Affiliates may not be disclosed or referred to publicly or to any third party (other than the Company Group’s legal, tax, financial or other advisors), except in accordance
with CD&R Manager’s prior written consent. 
 (d) CD&R Manager will coordinate with Deere Investor in connection with its
provision of services to the Company Group pursuant to the Deere Consulting Agreement, provided that CD&R Manager shall not be liable to any member of the Company Group, or any other person, as a result of any such services provided, or
the failure to provide such services, by Deere Investor. 
 6. Independent Contractor Status. The parties acknowledge and agree that
CD&R Manager has performed and shall perform the services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel and those of its controlled Affiliates. The Company further
acknowledges and agrees that CD&R Manager may, in its sole discretion, remove or substitute any of the members of, or add members to, the team of professional employees of CD&R Manager and its Affiliates that will be providing services
pursuant to this Agreement, and that any such removal, substitution or addition shall not in any way modify or affect any of the obligations of the Company hereunder, including, without limitation, its obligation to pay any fee or reimburse any
Expenses. Neither CD&R Manager nor any CD&R Manager Affiliate shall, solely by virtue of this Agreement or the arrangements hereunder, be considered employees or agents of any member of the Company Group, nor shall any of them have authority
hereunder to contract in the name of or bind any member of the Company Group, except (i) to the extent that any professional employee of CD&R Manager or any of its Affiliates may be serving as a director or an officer of any member
of the Company Group or (ii) as expressly agreed to in writing by such member of the Company Group. Any duties of CD&R Manager arising out of its 

  
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engagement to perform services hereunder shall be owed solely to the members of the Company Group. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto or their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Without limiting the generality of the foregoing, the parties acknowledge that nothing in this Agreement, expressed or
implied, is intended to confer on any present or future holders of any securities of the Company or its Affiliates, or any present or future creditor of the Company or its Affiliates, any rights or remedies under or by reason of this Agreement or
any performance hereunder. 
 7. Limitation on Liability. Except in cases of gross negligence or willful misconduct, CD&R Manager
shall have no liability of any kind whatsoever to any member of the Company Group for any damages, losses or expenses (including, without limitation, special, punitive, incidental or consequential damages and interest, penalties and fees and
disbursements of attorneys, accountants, investment bankers and other professional advisors) with respect to the provision of the Consulting Services, and in no event shall any such liability be in excess of the fees received by CD&R Manager
hereunder. Each of the Company, Midco, Bidco, JDA and OpCo (on behalf of itself and the other members of the Company Group), by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than CD&R Manager
shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, any former, current or future officer, agent,
Affiliate or employee of CD&R Manager (or any of their successors or permitted assignees), against any former, current or future general or limited partner, member or stockholder of CD&R Manager (or any of its successors or permitted
assignees) or against any former, current or future director, officer, agent, employee, Affiliate, general or limited partner, stockholder, manager or member of any of the foregoing (collectively, “CD&R Manager Affiliates”),
whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company against CD&R Manager Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by
virtue of any statute, regulation or other applicable law, or otherwise. 
 8. Corporate Opportunities. Each of the Company, Midco,
Bidco, JDA and OpCo (on behalf of itself and the other members of the Company Group) hereby acknowledges and agrees that the provisions of Section 2.14 of the Stockholders Agreement shall apply to CD&R Manager to the same extent as such
provisions apply to CD&R Investor and other affiliates of CD&R Manager. 

  
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 9. Notice. All notices and other communications to be given to any party hereunder shall
be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage
prepaid, or when received in the form of a facsimile (receipt confirmation requested), and shall be directed to the address set forth below (or at such other address or facsimile number as such party shall designate by like notice): 

(a) If to the Company, Midco, Bidco, JDA, Opco or any other member of the Company Group: 

 

					
		 	1060 Windward Ridge Parkway
		 	 Suite 170
 Alpharetta, GA 30005

Attention: John Guthrie
 Fax:

		
		 	with a copy (which shall not constitute notice) to:
		
		 	 c/o Deere & Company
 Law
Department
 One John Deere Place
 Moline, IL 61265

Attention: General Counsel
 Fax: (309) 749-0085

 
 and

		
		 	 Shearman & Sterling, LLP

599 Lexington Avenue
 New York, NY 10022

Attention: Stephen Besen, Esq.
 Fax: (212) 848-7179

 
 and
  

Clayton, Dubilier & Rice, LLC
 375 Park Avenue

18th Floor

New York, NY 10152

		 	Attention:  	 	 Kenneth Giuriceo
 Robert Volpe

		 	Facsimile:	 	(212) 407-5252
		
		 	 and
  

Debevoise & Plimpton LLP
 919 Third Avenue

		 	New York, New York 10022
		 	Attention:	 	Margaret Andrews Davenport, Esq.
		 		 	Andrew L. Bab, Esq.
		 	Fax: (212) 521-7569


  
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 (b) If to CD&R Manager: 

 

					
		 	Clayton, Dubilier & Rice, LLC
		 	375 Park Avenue
		 	18th Floor
		 	New York, NY 10152
		 	Attention:  	 	Kenneth Giuriceo
		 		 	Robert Volpe
		 	Facsimile:	 	(212) 407-5252
			
		 	and	 	
		
		 	 Debevoise & Plimpton LLP

919 Third Avenue
 New York, New York 10022

		 	Attention:	 	Margaret Andrews Davenport, Esq.
		 		 	Andrew L. Bab, Esq.
		 	Fax: (212) 521-6836

 10. Entire Agreement; Severability; No Representations or Warranties. Except as otherwise expressly set
forth herein, this Agreement, the Investment Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Deere Consulting Agreement and the CD&R Indemnification Agreement (a) contain the complete and entire
understanding and agreement between CD&R Manager and the Company with respect to the subject matter hereof and (b) supersede all prior and contemporaneous understandings, conditions and agreements, whether written or oral, express or
implied, in respect of the subject matter hereof. If any term, provision, covenant or restriction of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.
Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provision of this agreement invalid or unenforceable
in any respect. Each of the Company, Midco, Bidco, JDA and OpCo acknowledges and agrees that CD&R Manager makes no representations or warranties in 

  
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connection with this Agreement or its provision of the Consulting Services. Each of the Company, Midco, Bidco, JDA and OpCo agrees that any acknowledgment or agreement made by the Company, Midco,
Bidco, JDA or OpCo in this Agreement is made on behalf of each of the Company, Midco, Bidco, JDA, OpCo and the other members of the Company Group. 

11. Counterparts; Amendments and Waivers. This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original and which together shall constitute one agreement. This Agreement may be executed by facsimile signatures. This Agreement may not be amended, restated, supplemented or otherwise modified, and no provision of this Agreement may be waived,
other than in a writing duly executed by the parties hereto and in compliance with Section 2.10 of the Stockholders Agreement. 
 12.
Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns, provided that (i) except as provided in clause
(ii) and (iii) of this proviso, neither this Agreement nor any right, interest or obligation hereunder may be assigned by either party, whether by operation of law or otherwise, without the express written consent of the other party
hereto, (ii) any assignment by CD&R Manager of its rights but not the obligations under this Agreement to any entity directly or indirectly controlling, controlled by or under common control with CD&R Manager shall be expressly
permitted hereunder and shall not require the prior written consent of the Company, Midco, Bidco, JDA or OpCo and (iii) CD&R Manager may assign all of its rights, interests and obligations under this Agreement to a third party in
connection with the transfer to such third party of substantially all of CD&R Manager’s investment management business without the prior written consent of the Company. This Agreement is not intended to confer any right or remedy hereunder
upon any person or entity other than the parties to this Agreement and their respective successors and assigns. 
 13. Governing Law;
Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 14. Arbitration. 

(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed
claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and 

  
 10 








 
Procedures (“JAMS Comprehensive Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written
agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time
of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. 
 (b)
The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate. 

(c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach
agreement on the identity of the arbitrator within thirty days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made
in accordance with the process set forth in JAMS Comprehensive Rule 15. 
 (d) The arbitration award shall be in writing, state the reasons
for the award, and be final and binding on the parties. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on
the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal
Arbitration Act, 9 U.S.C. § 1, et seq. 
 (e) The parties agree that the arbitration shall be kept confidential and that the existence
of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the
parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law, or in judicial
or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the rights arising out of the award. 
 [The
remainder of this page left intentionally blank.] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above
written. 
  

			
	 CLAYTON, DUBILIER & RICE, LLC

		
	By:	 	 /s/ Theresa A. Gore

	Name:	 	Theresa A. Gore
	Title:	 	Vice President and Secretary
	
	CD&R LANDSCAPES PARENT, INC.
		
	By:	 	 /s/ Theresa A. Gore

	Name:	 	Theresa A. Gore
	Title:	 	Vice President and Secretary
	
	CD&R LANDSCAPES MIDCO, INC.
		
	By:	 	 /s/ Theresa A. Gore

	Name:	 	Theresa A. Gore
	Title:	 	Vice President and Secretary
	
	CD&R LANDSCAPES BIDCO, INC.
		
	By:	 	 /s/ Theresa A. Gore

	Name:	 	Theresa A. Gore
	Title:	 	Vice President and Secretary









 
			
	JDA HOLDING LLC
		
	By:	 	 /s/ Thomas K. Jarrett

	Name:	 	Thomas K. Jarrett
	Title:	 	Manager
	
	JOHN DEERE LANDSCAPES, LLC
		
	By:	 	 /s/ David P. Werning

	Name:	 	David P. Werning
	Title:	 	Manager



  
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