This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the Agreement), dated as of July 2, 2018, by and among BJS 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).
WHEREAS, the Company (in the name of its predecessor company, Beacon Holding Inc.) entered into that certain Merger Agreement, dated as of June 28, 2011, by and among BJs Wholesale Club, Inc., a Delaware corporation (BJs), the Company and Beacon Merger Sub Inc., a Delaware corporation (the Transitory Subsidiary), pursuant to which the Transitory Subsidiary merged with and into BJs (the Merger), with BJs being the surviving entity of the Merger and a wholly-owned subsidiary of the Company;
WHEREAS, the closing of the Merger took place on September 30, 2011 and the original Stockholders Agreement of the Company (in the name of its predecessor company, Beacon Holding Inc.) was dated as of such date (the Original Agreement);
WHEREAS, on the date hereof immediately following the execution of this Agreement, the Company will price an initial public offering of shares of its common stock (such shares of common stock, the Common Stock, and such initial public offering, the IPO) pursuant to an Underwriting Agreement dated as of the date hereof;
WHEREAS, in connection with the IPO, the parties hereto desire to provide for certain registration rights and other matters for the period on and after the date hereof and to amend and restate the Original Agreement in its entirety pursuant to this Agreement; and
WHEREAS, if the IPO is not promptly consummated, the parties hereto will amend and restate this Agreement to the form of the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Section 1.01 Requested Registration; Covered Sales; Access.
(a) Request for Registration.
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an Initiating Investor) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an S-1 Demand). In the event such Initiating Investor provides