AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 6, 2015 AMONG PERFORMANCE FOOD GROUP COMPANY AND THE OTHER PARTIES HERETOStockholders Agreement • October 6th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
This Amended and Restated Stockholders Agreement is entered into as of October 6, 2015 by and among Performance Food Group Company, a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”). This Agreement amends and restates in its entirety the Stockholders Agreement, dated as of July 20, 2007 (as amended prior to the date hereof), among the parties hereto and the other parties thereto (the “Original Stockholders Agreement”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 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 October 6, 2015, 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.
ContractAmended And • October 6th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This AMENDED AND RESTATED ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of October 6, 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.
