INCOME TAX RECEIVABLE AGREEMENT Dated as of July 20, 2016Income Tax Receivable Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 20, 2016, is hereby entered into by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Corporation”), and OCM FIE, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated July 20, 2016, is made and entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation formerly known as Pierre Foods Holding Corporation (the “Company”), OCM APFH Holdings, LLC, a Delaware limited liability company (“Oaktree APFH”), OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (together with Oaktree APFH, “Oaktree”) and the Persons listed on Schedule A (the “Other Stockholders”), including all other Persons who become a party hereto and are added to Schedule A from time to time. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in Section 1 hereto.
STOCKHOLDERS AGREEMENT DATED AS OF JULY 20, 2016 BETWEEN ADVANCEPIERRE FOODS HOLDINGS, INC. AND OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.Shareholder Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
This Stockholders Agreement is entered into as of July 20, 2016 by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (the “Oaktree LP”).
TERMINATION AGREEMENTTermination Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
This TERMINATION AGREEMENT (this “Agreement”) is dated as of July 20, 2016, by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”).
