0001193125-16-610015 Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of US FOODS HOLDING CORP. dated as of June 1, 2016
Stockholders Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of June 1, 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”).

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Amendment No. 1 to the Management Stockholder’s Agreement
Management Stockholder’s Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products

This Amendment No. 1 (this “Amendment”) to the Management Stockholder’s Agreement, dated as of [●], 201[●] (the “Management Stockholder’s Agreement”), is dated as of [●], 2016, between the undersigned person (the “Management Stockholder”) and US Foods Holding Corp., a Delaware corporation f/k/a USF Holding Corp. (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Management Stockholder’s Agreement.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York

REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 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”).

Termination Agreement
Termination Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Termination Agreement
Termination Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
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