ContractAdvisory Fee Agreement • September 21st, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This AMENDED AND RESTATED ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of [ ], 2015 and is between Performance Food Group Company (formerly known as Wellspring Distribution Corp.), a Delaware corporation (together with its successors, the “Company”), on the one hand, and each of Blackstone Management Partners LLC (f/k/a Blackstone Management Partners V L.L.C.), a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Wellspring Capital Management, LLC, a Delaware limited liability company (“WCM”, and together with BMP, the “Advisors”), on the other hand. This Agreement amends and restates in its entirety the Transaction and Advisory Fee Agreement, dated as of July 20, 2007 (as amended and restated prior to the date hereof) between the parties hereto.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of [ ], and is between Performance Food Group Company, a Delaware corporation (the “Company”), the Blackstone Parties (as defined below), the Wellspring Parties (as defined below) and the other parties listed on the signature pages hereto.
] Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
