REGISTRATION RIGHTS AGREEMENT BY AND among Wayne Farms, Inc. and Certain Stockholders Dated as of [●], 2015Registration Rights Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 2015, is made by and among:
INDEMNIFICATION AGREEMENT by and between Wayne Farms, INC. and as IndemniteeIndemnification Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
Indemnification Agreement, dated effective as of [ ], 2015 (this “Agreement”), by and between Wayne Farms, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
WAYNE FARMS, INC. MANAGEMENT INCENTIVE PLAN EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTEmployee Nonqualified Option Award Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is entered into as of [ ], 2015 (the “Date of Grant”), by and between Wayne Farms, Inc., a Delaware corporation (the “Company”), and [_____] (the “Participant”).
TAX RECEIVABLE AGREEMENT among WAYNE FARMS, INC., and THE PERSONS NAMED HEREIN Dated as of [_________ ___], 2015Tax Receivable Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [_________ ___], 2015, is hereby entered into by and among Wayne Farms, Inc., a Delaware corporation (the “Corporate Taxpayer”), Wayne Farms LLC, a Delaware limited liability company (“OpCo”), each of the undersigned parties hereto identified as a “Member” and each of the successors and assigns thereto.
Elton H. Maddox c/o Wayne Farms LLC 4110 Continental Drive Oakwood, Georgia 30566 Dear Elton:Wayne Farms, Inc. • June 15th, 2015 • Poultry slaughtering and processing • Delaware
This letter (the “Agreement”) sets out the agreement between you and Wayne Farms LLC (the “Company”) regarding severance payments and benefits upon certain terminations of employment following a Strategic Event.
LIMITED LIABILITY COMPANY AGREEMENT OF WAYNE FARMS LLC a Delaware limited liability companyLimited Liability Company Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WAYNE FARMS LLC, dated as of [•], 2015, is entered into by and among Wayne Farms, Inc., a Delaware corporation (the “Managing Member”), and Wayne Farms Holdings LLC, a Delaware limited liability company (the “Original Member”).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • New York
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 12, 2015, is among WAYNE FARMS LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Borrower”), each of the banks or other financial institutions which is a signatory hereto, as a Lender, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH as administrative agent for itself and certain other parties (in its capacity as administrative agent, together with its successors in such capacity, the “Administrative Agent”).
Wayne Farms, Inc. 12,820,513 Shares Plus an option to purchase from the Company, up to 1,923,076 additional shares to cover over-allotments. Class A Common Stock ($0.00001 par value) Underwriting AgreementWayne Farms, Inc. • June 15th, 2015 • Poultry slaughtering and processing • New York
Citigroup Global Markets Inc. J.P. Morgan Securities LLC BMO Capital Markets Corp. As Representatives of the several Underwriters,
STOCKHOLDERS AGREEMENT dated as of between WAYNE FARMS, INC. and WAYNE FARMS HOLDINGS LLCStockholders Agreement • April 20th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of [●], 2015, between Wayne Farms, Inc., a Delaware corporation (the “Corporation”), Wayne Farms Holdings LLC, a Delaware limited liability company (“Holdings”, and together with all other Persons who become stockholders of the Corporation party hereto in accordance with this Agreement, the “Stockholders”).
FORM OF SECOND AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • May 20th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • New York
SECOND AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”), dated [●], 2015, by and between Continental Grain Company, a Delaware corporation (“CGC”), and Wayne Farms LLC, a Delaware limited liability company (the “Company”).
WAYNE FARMS, INC. MANAGEMENT INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of [__________], 2015 (the “Date of Grant”), by and between Wayne Farms, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
WAYNE FARMS, INC. MANAGEMENT INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTNon-Employee Director Restricted Stock Unit Award Agreement • June 15th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of [__________], 2015 (the “Date of Grant”), by and between Wayne Farms, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 26, 2015 by and among WAYNE FARMS LLC, as Borrower, THE LENDERS AND THE ISSUING LENDER PARTY HERETO,Credit Agreement • April 20th, 2015 • Wayne Farms, Inc. • Poultry slaughtering and processing • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 26, 2015, is by and among WAYNE FARMS LLC, a Delaware limited liability company (“Borrower”), the LENDERS and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Administrative Agent, Issuing Lender and Swingline Lender.
