Amendment to the Stock Purchase Agreement, dated as of September 4, 2019, by and between US Foods, Inc. and Services Group of America, Inc

AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of September 4, 2019 (this “Amendment”), to the Stock Purchase Agreement, dated as of July 28, 2018, (the “Stock Purchase Agreement”), is entered into by and among US Foods, Inc. (“Buyer”) and Services Group of America, Inc. (“Seller”, together with Buyer, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Stock Purchase Agreement.

WHEREAS, (i) Buyer, (ii) Seller, (iii) Amerifresh, Inc., Ameristar Meats, Inc., Food Services of America, Inc., Gampac Express, Inc., Systems Services of America, Inc. (collectively, the “Companies”) and (iv) solely for purposes of Article 12 therein, US Foods Holding Corp, entered into that certain Stock Purchase Agreement as of July 28, 2018 (the “Original Execution Date”);

WHEREAS, at the time the Stock Purchase Agreement was executed, it was anticipated by all parties thereto that the transactions contemplated by the Stock Purchase Agreement (the “Proposed Transaction”) would be consummated in the fiscal year ended December 28, 2018;

WHEREAS, the parties now anticipate the Proposed Transaction will be consummated in the fiscal year ending December 27, 2019 and, as a result, desire to amend the Stock Purchase Agreement; and

WHEREAS, Section 12.05 of the Stock Purchase Agreement permits the Parties to amend the Stock Purchase Agreement by an instrument in writing signed by Seller and Buyer.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

“2019 Pre-Closing Bonuses” has the meaning set forth in Section 7.09.

“2019 Pre-Closing Bonus Period” has the meaning set forth in Section 7.09.

“Accrued Employee Amounts” means, collectively, the Benefits Trust Contributions, the Accrued Paid Time-Off, the Accrued 401(k) Contributions, the HSA Contributions and the 2019 Pre-Closing Bonuses but excluding the Unaccrued Bonus Bank Amount and any compensation payable pursuant to the plans and arrangements listed in Section 7.11 of the Disclosure Schedule.

“Divestiture Employee” has the meaning set forth in Section 7.09.

As promptly as practicable after the Closing Date, the Companies shall pay to Company Employees (including, for the avoidance of doubt, the individuals set forth on Section 7.09 of the Disclosure Schedule) any amounts owed pursuant to the bonus plans or arrangements of the Companies in place for the 2019 fiscal year(the “2019 Bonus Plans”), in respect of the portion of the 2019 fiscal year beginning on December 29, 2018 and ending on the last Friday of the month immediately preceding the month during which the Closing Date occurs (such period, the “2019 Pre-Closing Bonus Period”).  Buyer shall pay, or cause the Companies to pay, to Company Employees (including, for the avoidance of doubt, the individuals set forth on Section 7.09 of the Disclosure Schedule) the bonuses  in respect of performance for the 2019 fiscal year beginning on the first day after the end of the 2019 Pre-Closing Bonus Period and ending on December 27, 2019 (the “2019 Post-Closing Bonus Period”) and in accordance with the terms set forth in the “Food Group Bonus Transition” summary document, which was presented on May 17, 2019 to the “Steering Committee” formed by Buyer and Seller for purposes of integration planning (such bonuses, the “2019 Post-Closing Bonuses”); provided that neither Buyer nor any of the Companies shall be responsible for paying a 2019 Post-Closing Bonus in the case of any Company Employee who accepts a job offer from a third-party purchaser of any of the assets of the Companies as part of a divestiture mandated by any Governmental Authority (a “Divestiture Employee”), to the extent that Buyer will provide, and/or the applicable third-party purchaser is contractually obligated to provide, such Divestiture Employee with a bonus opportunity for the 2019 Post-Closing Bonus Period that is no less favorable than the bonus opportunity for such Divestiture Employee immediately prior to the Closing Date.  Except in the case of any Divestiture Employees, the 2019 Post-Closing Bonuses shall be paid following the end of the 2019 fiscal year at such time when annual bonuses have historically been paid out by the Companies, subject to continued employment of the applicable Company Employee with Buyer or its Affiliates through the end of the 2019 fiscal year (unless such Company Employee has been terminated without cause).  Prior to the Closing, to the extent Seller (as opposed to the Companies) has any obligation to pay any bonuses pursuant to the 2019 Bonus

Plans under any of the agreements listed on Section 7.09 of the Disclosure Schedule, such obligation (if any) shall be assigned to one of the Companies prior to the Closing, and the applicable Company shall assume any such obligation.  For the avoidance of doubt, this Section 7.09 shall in no way affect the obligations of Buyer set forth in Section 7.02(a).