GO · Grocery Outlet Holding Corp. · Debt

(a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall, for any such Lender, be in a principal amount equal to the Initial Term Loan Commitment of such Lender, (ii) shall, for all Lenders, be in a principal amount in the aggregate equal to the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, Base Rate Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.

Issuer evidence: GROCERY OUTLET HOLDING CORP., a Delaware corporation (the “Borrower”; as hereinafter further defined)

Supporting evidence: (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall, for any such Lender, be in a principal amount equal to the Initial Term Loan Commitment of such Lender, (ii) shall, for all Lenders, be in a principal amount in the aggregate equal to the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, Base Rate Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.

Supporting evidence: (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall, for any such Lender, be in a principal amount equal to the Initial Term Loan Commitment of such Lender, (ii) shall, for all Lenders, be in a principal amount in the aggregate equal to the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, Base Rate Loans or Term SOFR Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.