UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2017 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
or (iv) in connection with the exercise of options to purchase Shares or the receipt of Shares upon the vesting of restricted stock awards, in each case pursuant to employee benefit plans of the Company disclosed in public filings relating to the Offering, and the related transfer of Shares to the Company (a) deemed to occur upon the cashless exercise of such options or (b) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such Shares under such restricted stock awards; provided, further, that in the case of clauses (i), (ii) and (iii) of this paragraph, it shall be a condition to such transfer that:
