GROCERY OUTLET HOLDING CORP. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
GROCERY OUTLET HOLDING CORP. (A Delaware corporation) [·] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
CREDIT AGREEMENT dated as of February 21, 2023 among GROCERY OUTLET HOLDING CORP., as the Borrower, The Several Lenders from Time to Time Parties Hereto and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Letter of Credit Issuer and...Credit Agreement • February 23rd, 2023 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
CREDIT AGREEMENT, dated as of February 21, 2023 among GROCERY OUTLET HOLDING CORP., a Delaware corporation (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto, and BANK OF AMERICA, N.A., as the Administrative Agent, Collateral Agent and Swingline Lender.
FIRST LIEN CREDIT AGREEMENT Dated as of October 22, 2018 among GLOBE INTERMEDIATE CORP., as Holdings, GOBP HOLDINGS, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative...First Lien Credit Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2018, among GLOBE INTERMEDIATE CORP., a Delaware Corporation (“Holdings”; as hereinafter further defined), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent, Collateral Agent and Swingline Lender.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • Delaware
This Indemnification Agreement is dated as of , 20 (this “Agreement”) and is between Grocery Outlet Holding Corp., a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).
SECOND LIEN CREDIT AGREEMENT Dated as of October 22, 2018 among GLOBE INTERMEDIATE CORP., as Holdings, GOBP HOLDINGS, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as...Second Lien Credit Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
SECOND LIEN CREDIT AGREEMENT, dated as of October 22, 2018, among GLOBE INTERMEDIATE CORP., a Delaware Corporation (“Holdings”; as hereinafter further defined), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and Collateral Agent.
INCREMENTAL AGREEMENTIncremental Agreement • January 24th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2018, as amended by that certain Incremental Agreement, dated as of July 23, 2019, and as further amended by that certain Incremental Agreement, dated as of January 24, 2020, among GLOBE INTERMEDIATE CORP., a Delaware Corporation (“Holdings”; as hereinafter further defined), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent, Collateral Agent and Swingline Lender.
GROCERY OUTLET INC. EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • California
This Executive Employment Agreement (“Agreement”) is entered into as of the 7th day of October, 2014 (the “Effective Date”), by and between Robert J. Sheedy (“Executive”), Grocery Outlet Inc. (the “Company”), and Globe Holding Corp. (“Globe”) (Globe, the Company, and their direct and indirect subsidiaries, the (“Globe Group”).
GROCERY OUTLET HOLDING CORP. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of June 19, 2019Stockholders Agreement • March 25th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) of Grocery Outlet Holding Corp. (together with its successors and permitted assigns, the “Company”), a Delaware corporation f/k/a/ Globe Holding Corp., is entered into as of June 19, 2019, by and among (i) the Company, (ii) Globe Intermediate (as defined below), (iii) GOBP Holdings (as defined below), (iv) GOBP Midco (as defined below), (v) Opco (as defined below), (vi) the H&F Stockholders (as defined below), (vii) the Executive Stockholders (defined below), (viii) the Read Trust Rollover Stockholders (as defined below) and (ix) such other Persons, if any, that from time to time become parties hereto pursuant to Section 5.13. The Management Stockholders (as defined below) and Independent Director Stockholders (as defined below) are not executing this Agreement, but are parties to the Original Agreement (as defined below) and therefore bound by the provisions of this Agreement.
GROCERY OUTLET INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • California
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of the 7th day of October, 2014 (the “Effective Date”), by and between S. MacGregor Read, Jr. (“Executive”), Grocery Outlet Inc. (the “Company”) and Globe Holding Corp. (“Globe”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), is dated as of the 13th day of September, 2014, between Cannery Sales Holding Corp., a Delaware corporation (“Buyer”), Eric J. Lindberg (the “Executive”) and certain trusts identified on the signature pages hereto that are owned and/or controlled by, or for the benefit of, the Executive or one or more family members of the Executive (the “Trust” and together with the Executive, the “Selling Stockholder”).
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
FIRST LIEN PLEDGE AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 9(b) (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and, together with Holdings and the Borrower, collectively, the “Pledgors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
GROCERY OUTLET HOLDING CORP.Transition Agreement • January 7th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • California
FIRST LIEN GUARANTEEFirst Lien Guarantee • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
FIRST LIEN GUARANTEE, dated as of October 22, 2018 (this “Guarantee”), made among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower” as further defined in the Credit Agreement), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and, other than with respect to its own obligations, the Borrower, collectively, the “Guarantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “First Lien Collateral Agent”).
AIRCRAFT LEASE AGREEMENT (Non-Exclusive) Dated as of the 15th day of April, 2020 between GO Air, LLC, as Lessor, and Grocery Outlet Inc., as Lessee, concerning one Pilatus Aircraft Ltd., [ ], aircraft bearing U.S. registration number [ ], and...Aircraft Lease Agreement • April 20th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores
This AIRCRAFT LEASE AGREEMENT (Non-Exclusive) (the “Agreement”), is entered into as of this 15th day of April, 2020 (the “Effective Date”), by and between GO Air, LLC, a California limited liability company (“Lessor”) and Grocery Outlet Inc., a California corporation (“Lessee “).
October 29, 2024 BY HAND Mr. Eric J. Lindberg, Jr. Re: Interim President and Chief Executive Officer Agreement Dear Eric:Interim President and Chief Executive Officer Agreement • October 30th, 2024 • Grocery Outlet Holding Corp. • Retail-grocery stores
On behalf of Grocery Outlet Holding Corp. (the “Parent”) and Grocery Outlet Inc. (the “Company”), I am pleased to offer you the position of Interim President and Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). You have agreed to accept this role while we engage in a search for a permanent President and Chief Executive Officer and to continue to serve as a member of the Board of Directors of the Parent (the “Board”). You may accept this Agreement by signing and returning a copy of this Agreement to the me.
GROCERY OUTLET HOLDING CORP. GROCERY OUTLET INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2022 • Grocery Outlet Holding Corp. • Retail-grocery stores • California
This Employment Agreement ("Agreement") is entered into as of November 2, 2022 to become effective on January 1, 2023 (the "Effective Date"), by and among Robert Joseph Sheedy, Jr. ("Executive"), the Company and Parent.
ContractIntercreditor Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the several lenders from time to time party thereto, the letter of credit issuers from time to time party thereto, MORGAN STANLEY SENIOR FUNDING, INC., as the administrative agent, the collateral agent and the swingline lender, and the other parties thereto and (ii) the exercise of any right or remedy by t
GROCERY OUTLET HOLDING CORP. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
Grocery Outlet Holding Corp., a Delaware corporation (the “Company”), and the persons listed in Schedules B-1, B-2 and B-3 hereto (the “Selling Shareholders”) confirm their respective agreements with BofA Securities, Inc. (“BofA”) and [●] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom BofA and [●] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company set forth in Schedules A and B hereto and (ii) the grant by H&F Globe Investor LP to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to
STOCK PURCHASE AGREEMENT among GROCERY OUTLET INC., BBGO ACQUISITION, INC., THE SELLERS PARTY HERETO and SOUTHVEST FUND VII, L.P. (solely in its capacity as the SELLERS’ REPRESENTATIVE hereunder) Dated as of February 14, 2024Stock Purchase Agreement • May 8th, 2024 • Grocery Outlet Holding Corp. • Retail-grocery stores • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 14, 2024, is entered into by and among GROCERY OUTLET INC., a California corporation (“Buyer”), BBGO ACQUISITION, INC., a Delaware corporation (“Holdings”), each of the holders of shares of Holdings set forth on the signature pages hereto (each, individually, a “Seller” and, collectively, the “Sellers”), and SOUTHVEST FUND VII, L.P., a Delaware limited partnership, solely in its capacity as the Sellers’ Representative (the “Sellers’ Representative”). (Collectively, Buyer, Sellers and Sellers’ Representative are the “Parties” and, individually, a “Party”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 10th, 2023 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of February 21, 2023, by and among the Grantors (as defined below) and Bank of America, N.A., in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
GROCERY OUTLET HOLDING CORP. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 10th, 2023 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
WHEREAS, reference is made to (a) the Credit Agreement dated as of February 21, 2023 (as amended, increased, extended restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Grocery Outlet Holding Corp., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Bank of America, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties from time to time party thereto and (b) the Pledge and Security Agreement dated as of February 21, 2023 (the “Security Agreement”), by and among the Borrower, the Grantor, the other Subsidiary Parties (as defined therein) from time to time party thereto, the Additional Parties (as defined therein) from time to time party thereto and the Collateral Agent;
GLOBE HOLDING CORP. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 10th, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • Delaware
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made, effective as of , 20 (hereinafter the “Grant Date”), by and between Globe Holding Corp. (the “Company”), and (the “Participant”).
SECOND LIEN COPYRIGHT SECURITY AGREEMENTSecond Lien Intellectual Property Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
This SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Second Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
FIRST LIEN COPYRIGHT SECURITY AGREEMENTIntellectual Property Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
This FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “First Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
SECOND LIEN PLEDGE AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 9(b) (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and, together with Holdings and the Borrower, collectively, the “Pledgors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
SECOND LIEN TRADEMARK SECURITY AGREEMENTSecond Lien Intellectual Property Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
This SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Second Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
GUARANTEEGuarantee • May 10th, 2023 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
GUARANTEE, dated as of February 21, 2023 (this “Guarantee”), made among GROCERY OUTLET HOLDING CORP., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with the Borrower, other than with respect to its own obligations, collectively, the “Guarantors”), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as defined in the Credit Agreement) (in such capacities, together with its successors, assigns, designees and sub-agents in such capacities, the “Agent”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 10th, 2023 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
WHEREAS, reference is made to (a) the Credit Agreement dated as of February 21, 2023 (as amended, increased, extended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Grocery Outlet Holding Corp., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Bank of America, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, and the other parties from time to time party thereto and (b) the Pledge and Security Agreement dated as of February 21, 2023 (the “Security Agreement”), by and among the Borrower, the Grantor, the other Subsidiary Parties as defined therein) from time to time party thereto, the Additional Parties (as defined therein) from time to time party thereto and the Collateral Agent;
SECOND LIEN GUARANTEESecond Lien Guarantee • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
SECOND LIEN GUARANTEE, dated as of October 22, 2018 (this “Guarantee”), made among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower” as further defined in the Credit Agreement), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and, other than with respect to its own obligations, the Borrower, collectively, the “Guarantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Second Lien Collateral Agent”).
CONSULTING AGREEMENTConsulting Agreement • March 1st, 2024 • Grocery Outlet Holding Corp. • Retail-grocery stores
This CONSULTING AGREEMENT (this "Agreement"), dated as of March 1, 2024 (the "Effective Date"), is entered into by and between Charles C. Bracher ("Consultant") and Grocery Outlet Inc., a California corporation (the "Company").
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
FIRST LIEN SECURITY AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 7.13 (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with Holdings and the Borrower, collectively, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • November 6th, 2024 • Grocery Outlet Holding Corp. • Retail-grocery stores
This AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), dated as of September 1, 2024, is entered into by and between Charles C. Bracher (“Consultant”) and Grocery Outlet Inc., a California corporation (the “Company”).
FIRST LIEN TRADEMARK SECURITY AGREEMENTFirst Lien Trademark Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
This FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “First Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).
