BJ’s Wholesale Club Holdings, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 18th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • New York
BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of common stock, par value $0.01 per share (“Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
BJ’S WHOLESALE CLUB HOLDINGS, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 18th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock set forth below (the “Restricted Shares”). The Restricted Shares are subject to the terms and conditions set forth in this Restricted Stock Award Grant Notice (the “Grant Notice”), the Plan and the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
VOTING AGREEMENTVoting Agreement • June 18th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
THIS VOTING AGREEMENT, effective as of the Effective Time and dated as of the day that the Effective Time occurs, is entered into by and among (i) BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), (ii) CVC Beacon LP, a Delaware limited partnership (the “CVC Stockholder”), (iii) Green Equity Investors V, L.P., a Delaware limited partnership (“LGP V”), (iv) Green Equity Investors Side V, L.P., a Delaware limited partnership (“LGP Side V”) and (v) Beacon Coinvest LLC, a Delaware limited liability company (together with LGP V and LGP Side V, collectively, the “LGP Stockholders” and, together with the CVC Stockholder, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG BJ’S WHOLESALE CLUB HOLDINGS, INC., GREEN EQUITY INVESTORS V, L.P., GREEN EQUITY INVESTORS SIDE V, L.P., BEACON COINVEST LLC AND CVC BEACON LP JUNE , 2018Stockholders Agreement • June 18th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of June , 2018, by and among BJ’S WHOLESALE CLUB HOLDINGS, INC., a Delaware corporation (the “Company”), the investment funds listed on Schedule A hereto (collectively, “LGP”) and the entity listed on Schedule B hereto (“CVC” and CVC, together with LGP, the “Stockholders”).
