STOCK PURCHASE AGREEMENT among THE CHEFS’ WAREHOUSE PASTRY DIVISION CANADA ULC THE SHAREHOLDERS SET FORTH HEREIN FULCRUM CAPITAL PARTNERS INC. (solely for purposes of Sections 5.1 and 5.3 and Article VIII) and THE SHAREHOLDERS’ REPRESENTATIVE May 1, 2013Stock Purchase Agreement • May 1st, 2013 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2013, is by and among The Chefs’ Warehouse Pastry Division Canada ULC, a British Columbia unlimited liability company (“Buyer”), Richard Foley (“Foley”), Rex Ciavola (“Ciavola”), Tony Canino (“Canino”), Birger Andersen (“Andersen”), Richard Foley Management Corp., a British Columbia corporation (“RF Management”), and Laurent Rasia (“Rasia,” and together with Foley, Ciavola, Canino, Andersen and RF Management, the “Management Shareholders”), PEF 2005(A) Limited Partnership, a British Columbia limited partnership, PEF 2005(B) Limited Partnership, a British Columbia limited partnership, PEF 2005(C) Limited Partnership, a British Columbia limited partnership, and PEF 2005(D) Limited Partnership, a British Columbia limited partnership (the foregoing limited partnerships are referred to herein as the “Fulcrum Shareholders,” and together with the Management Shareholders, collectively, the “Shareholders”), solely for purposes
