0001047469-10-002399 Sample Contracts

Underwriting Agreement
Underwriting Agreement • March 18th, 2010 • Americold Realty Trust • Real estate investment trusts • New York

Americold Realty Trust, a Maryland real estate investment trust (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 shares (the “Firm Shares”) of Common Shares, par value $0.01 per share (“Stock”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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SEVERENCE AGREEMENT
Severence Agreement • March 18th, 2010 • Americold Realty Trust • Real estate investment trusts • California

This Severance Agreement and Complete Release of All Claims (“Agreement”) is entered into as of August 13, 2008, by and between George A. Schnug (“Employee”) and AmeriCold Logistics, LLC (“AmeriCold” or the “Company”), Yucaipa American Management, The Yucaipa Companies, L.L.C., Yucaipa American Alliance Fund I, LP, Yucaipa American Alliance (Parallel) Fund I, LP, Yucaipa American Alliance Fund II, LP, Yucaipa American Alliance (Parallel) Fund II, LP, Yucaipa Corporate Initiatives I, LP and Ronald W. Burkle (collectively, “the Yucaipa Parties”).

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