0001047469-13-004297 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York

AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Nathalie Augustin, an individual residing at 806 Carroll Street, Apt. 2, Brooklyn, New York 11215 (the “Executive”).

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·] Shares FAIRWAY GROUP HOLDINGS CORP. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York
SEPARATION AGREEMENT
Voting Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware

WHEREAS, Glickberg has been employed with the Company and its subsidiaries (collectively, the “Fairway Group”) as a Vice President and has served as a director of the Company pursuant to an Employment Agreement between the Company and Glickberg, dated as of January 17, 2007 (the “Employment Agreement”) ; and

PREFERRED STOCK EXCHANGE AGREEMENT
Preferred Stock Exchange Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware

This PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”), entered into as of April 1, 2013, is by and between FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (the “Company”), and each of the holders of Preferred Stock (as defined below) listed on the signature pages hereto (each, a “Stockholder”).

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