0001193125-08-246620 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2008 • Whole Foods Market Inc • Retail-grocery stores • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2008, by and among Whole Foods Markets, Inc., a Texas corporation (the “Company”), and Green Equity Investors V, L.P., a Delaware limited partnership (“GEI”), and Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEIS”), and Thyme Coinvest, LLC, a Delaware limited liability company (“Coinvest”, and together with GEI and GEIS, the “Purchasers”).

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WHOLE FOODS MARKET, INC. SECURITIES PURCHASE AGREEMENT November 5, 2008
Securities Purchase Agreement • December 2nd, 2008 • Whole Foods Market Inc • Retail-grocery stores • New York

This Securities Purchase Agreement (this “Agreement”) is made as of the 5th day of November, 2008, among WHOLE FOODS MARKET, INC., a Texas corporation (the “Company”), and GREEN EQUITY INVESTORS V, L.P., a Delaware limited partnership, and GREEN EQUITY INVESTORS SIDE V, L.P., a Delaware limited partnership (each, an “Investor” and, collectively, the “Investors”; the Investors together with any assignee or transferee of the Series A Preferred Stock (as defined below) in accordance with the terms hereof, the “Holders”).

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