CREDIT AGREEMENT Dated as of April 23, 2013 Among SPROUTS FARMERS MARKETS, LLC, as Holdings, SPROUTS FARMERS MARKETS HOLDINGS, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as...Credit Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • New York
CREDIT AGREEMENT dated as of April 23, 2013 (this “Agreement”), among SPROUTS FARMERS MARKETS, LLC, a Delaware limited liability company (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Lenders, and the other parties party hereto.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ] 2013, by and between Sprouts Farmer’s Market, Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of April 18, 2011 (the “Effective Date”), by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Doug Sanders (the “Executive”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC
This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of May 8, 2012 is entered into by and among Sprouts Farmers Markets, LLC, a Delaware limited liability company (“Parent”), Sprouts Farmers Markets Holdings, LLC, a Delaware limited liability company (the “Buyer”), Sunflower Fanners Markets, Inc., a Delaware corporation (the “Company”), Centennial Interim Merger Sub, Inc., a Delaware corporation (the “Interim Merger Sub”), Centennial Post-Closing Merger Sub, LLC, a Delaware limited liability company (the “Post-Closing Merger Sub”), and solely in its capacity as “Representative”, KMCP Grocery Investors, LLC (“KMCP”) (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement (as defined below).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC
This Amendment No. 1 (this “Amendment”), dated as of November 15, 2012, is made by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Brandon Lombardi (the “Executive”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC
This Amendment No. 1 (this “Amendment”), dated as of August _23_, 2012, is made by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Doug Sanders (the “Executive”).
GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 23, 2013 among SPROUTS FARMERS MARKETS, LLC, as Holdings, SPROUTS FARMERS MARKETS HOLDINGS, LLC, as Borrower, each Subsidiary of the Borrower identified herein, and CREDIT SUISSE AG, CAYMAN ISLANDS...Guarantee and Collateral Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of April 23, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among SPROUTS FARMERS MARKETS, LLC, a Delaware limited liability company (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Loan Party”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent (in such capacity, the “Agent”) for the Secured Parties (as defined below).
MERGER AGREEMENT dated as of March 9, 2012 between SPROUTS FARMERS MARKETS, LLC, SPROUTS FARMERS MARKETS HOLDINGS, LLC, CENTENNIAL INTERIM MERGER SUB, INC., CENTENNIAL POST-CLOSING MERGER SUB, LLC, SUNFLOWER FARMERS MARKETS, INC. AND KMCP GROCERY...Merger Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • New York
This MERGER AGREEMENT, dated as of March 9, 2012 (this “Agreement”), is between Sprouts Farmers Markets, LLC, a Delaware limited liability company (“Parent”), Sprouts Farmers Markets Holdings, LLC, a Delaware limited liability company (the “Buyer”), Sunflower Farmers Markets, Inc., a Delaware corporation (the “Company”), Centennial Interim Merger Sub, Inc., a Delaware corporation (the “Interim Merger Sub”), Centennial Post-Closing Merger Sub, LLC, a Delaware limited liability company (the “Post-Closing Merger Sub”), and solely in its capacity as “Representative”, KMCP Grocery Investors, LLC (“KMCP”) (each, a “Party”, and collectively, the “Parties”).
