VOTING AGREEMENTVoting Agreement • June 28th, 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 28th, 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”).
