STOCKHOLDERS AGREEMENTStockholders Agreement • July 29th, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of July 29, 2013, by and among Sprouts Farmers Market, Inc. (formerly Sprouts Farmers Markets, LLC), a Delaware corporation (the “Company”), AP Sprouts Holdings, LLC, a Delaware limited liability company (“AP Sprouts Holdings”), AP Sprouts Incentive, LLC, a Delaware limited liability company (“AP Sprouts Incentive”), AP Sprouts Holdings (Overseas), L.P., a Delaware limited partnership (“AP Sprouts Overseas”), AP Sprouts Coinvest, LLC, a Delaware limited liability company (“AP Sprouts Coinvest”), AP Sprouts Management, LLC, a Delaware limited liability company (“AP Sprouts Management”, and, together with AP Sprouts Holdings, AP Sprouts Incentive, AP Sprouts Overseas and AP Sprouts Coinvest, “Apollo” and, each individually, an “Apollo Holder”), and the other stockholders of the Company whose names appear on Schedule I hereto (collectively, the “Historic Holders” and, together with Apollo, the “Stockholders”).
