Common Contracts

3 similar Sale Participation Agreement contracts by Great North Imports, LLC, US Foods Holding Corp., Us Foods, Inc.

SALE PARTICIPATION AGREEMENT
Sale Participation Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
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FORM OF SALE PARTICIPATION AGREEMENT
Sale Participation Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware

You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between USF Holding Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to, among other things, shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), that may be held by you. The undersigned, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. (collectively, the “CD&R Investors”) and KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC (collectively, the “KKR Investors” and together with the CD&R Investors, each an “Investor” and together the “Investors”), hereby agrees with you as follows, effective as of the Effective Date (as defined in the Stockholder’s Agreement):

FORM OF SALE PARTICIPATION AGREEMENT
Sale Participation Agreement • December 28th, 2012 • Great North Imports, LLC • Delaware

You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between USF Holding Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement) and/or (ii) the grant by the Company to you of Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The undersigned, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. (collectively, the “CD&R Investors”) and KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC (collectively, the “KKR Investors” and together with the CD&R Investors, each an “Investor” and together the “Investors”), hereby agrees with you as follows,

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