US Foods Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
US Foods Holding Corp., 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”) an aggregate of 44,444,444 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 6,666,667 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Goldman, Sachs & Co., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives” or “you”) in connection with the offering and sale of the Shares.
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [●], 2016 (the “Effective Date”) among USF Holding Corp., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”). The Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”. All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of US FOODS HOLDING CORP. dated as of [●], 2016Stockholders Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of [●], 2016, among US FOODS HOLDING CORP., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof (each, a “Stockholder” and collectively, the “Stockholders”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2016, by and among US Foods Holding Corp., a Delaware corporation (the “Company”) and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(c) (individually, an “Investor Stockholder” and collectively, the “Investor Stockholders”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Indemnification Agreement (this “Agreement”), dated as of [●], 2016, by and among US Foods, Inc., a Delaware corporation (“USF”), US Foods Holding Corp., a Delaware corporation (“Holding”, and USF individually a “Company” and together the “Companies”) and [●] (“Indemnitee”).
