Form of Underwriting Agreement] Sprouts Farmers Market, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores • New York
Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of common stock, par value $0.001 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares,” and the aggregate of [•] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2
SECOND AMENDMENT TO DISTRIBUTION AGREEMENT February 17, 2012Distribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sprouts Farmer’s Markets (SFM) and Nature’s Best (NB) agree to the following amendments to their Distribution Agreement dated April 14, 2010, as previously amended as of May 31, 2011 (“Distribution Agreement”):
ContractDistribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
THIRD AMENDMENT TO DISTRIBUTION AGREEMENT July 6, 2012Distribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sprouts Farmer’s Markets (“SFM”) and Nature’s Best (“NB”) agree to the following amendments to their Distribution Agreement dated April 14, 2010, as previously amended as of May 31, 2011 and February 17, 2012 (“Distribution Agreement”):
DISTRIBUTION AGREEMENTDistribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores • California
This Agreement for Distribution of Products (Agreement) is effective April 14th, 2010 between SFM, an Arizona corporation, and NB, a California corporation.
