EARN-OUT AGREEMENTEarn-Out Agreement • August 25th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS EARN-OUT AGREEMENT (this “Agreement”) is dated as of August 25, 2017, by and among Fells Point, LLC, a Delaware limited liability company (“Buyer”), Fells Point Wholesale Meats, Inc., a Maryland corporation (“Seller”), and the Seller’s stockholders (the “Stockholders” and together with the Seller, the “Seller Parties”). Erik Oosterwijk is referred to as “Seller Representative” in his capacity as the representative of the Seller Parties pursuant to the asset purchase agreement, dated as of August 25, 2017, by and among Buyer and the Seller Parties (the “Purchase Agreement”). Capitalized terms not otherwise defined herein have the meanings given in the Purchase Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 25th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This asset purchase agreement (this “Agreement”), is dated as of August 25, 2017, by and among Fells Point, LLC, a Delaware limited liability company (“Buyer”), Fells Point Wholesale Meats, Inc., a Maryland close corporation without a board of directors (“Seller”), and Seller’s stockholders (the “Stockholders” and together with Seller, the “Seller Parties”, and the Seller Parties, together with Buyer, the “Parties”). Capitalized terms used herein and not otherwise defined in this Agreement have the meanings given to such terms in Annex A hereto.
