The Board of Directors of The Chefs' Warehouse, Inc. will be increased from ten to twelve members and that Ms. Christina Carroll and Mr. David E. Schreibman or their replacements, collectively, the “New Directors”) will be appointed to the Board on or prior to February 18, 2018 and will be nominated as a candidate for reelection to the Board at the company’s 2018 and 2019 annual meetings of stockholders. The cooperation agreement also provides that Mr. Schreibman or his replacement will be appointed to the Compensation and Human Capital Committee of the Board, Ms. Carroll or her replacement will be appointed to the Audit Committee of the Board, and one of the New Directors will be appointed to the Nominating and Corporate Governance Committee of the Board. In addition, pursuant to the cooperation agreement, the size of the Board will be reduced from twelve to eleven members immediately following the company’s 2018 annual meeting of stockholders and from eleven to ten members immediately following the company’s 2019 annual meeting of stockholders and the Board will not be increased to more than ten members through the expiration of the Standstill Period.