SECURITIES PURCHASE AGREEMENT by and among CHEFS’ WAREHOUSE PARENT, LLC AND THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC and MICHAEL’S FINER MEATS, LLC, MICHAEL’S FINER MEATS HOLDINGS, LLC, MICHAEL’S FINER MEATS ACQUISITION, LLC, SORENSON CAPITAL PARTNERS...Securities Purchase Agreement • August 13th, 2012 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
The following parties (the “Parties”) enter into this Securities Purchase Agreement (this “Agreement”) as of August 10, 2012: (i) Chefs’ Warehouse Parent, LLC, a Delaware limited liability company (“CW Parent”), and The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“Mid-Atlantic” and together with CW Parent, the “Buyer Parties”); (ii) Michael’s Finer Meats, LLC, a Delaware limited liability company (the “Company”); (iii) Michael’s Finer Meats Holdings, LLC, a Delaware limited liability company (“HoldCo”); (iv) Michael’s Finer Meats Acquisition, LLC, a Delaware limited liability company (“MFM Acquisition”); (v) Sorenson Capital Partners II, L.P., a Delaware limited partnership (“SCP”) on behalf of itself and in its capacity as the Sellers’ Representative, West Rim Capital Partners II, L.P., a Delaware limited partnership (“West Rim II”), West Rim Capital Partners II-A, L.P., a Delaware limited partnership (“West Rim II-A”), and SCP/MFM Corporation, a Delaware
