13D Filing: JANA Partners and Whole Foods Market Inc (NASDAQ:WFM)

In addition
to the purchases of Shares required by the second paragraph above, you or your affiliates may invest in securities of Whole Foods.
With respect to any such purchases during the term of this agreement, (i) you agree to consult with JANA and provide necessary
information so that we may comply with any applicable disclosure or other obligations which may result from such investment and
(ii) JANA or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto.
With respect to any such purchases made pursuant to this paragraph you agree on behalf of yourself and your affiliates not to dispose
of any such securities prior to the termination of this agreement, provided, however, that in the event that the Nominating Party
or any of its affiliates dispose of any Shares during the term of this Agreement, of which dispositions you shall be promptly notified,
you and your family members or affiliates will be permitted to sell in the aggregate a pro rata amount.

Each of us recognizes
that should you be elected to the Board of Directors of Whole Foods all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duties, as applicable, to Whole Foods and to the stockholders of Whole
Foods and, as a result, that there is, and can be, no agreement between you and JANA that governs the decisions which you will
make as a director of Whole Foods.

This agreement shall
automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment
to the Board of Directors of Whole Foods or (iii) the termination of the Proxy Solicitation, provided, however, that the first,
second, third, your confidentiality obligations in the sixth, eighth, and tenth paragraphs of this agreement shall survive such
termination.

This agreement sets
forth the entire agreement between JANA and you as to the subject matter contained herein, and cannot be amended, modified or terminated
except by a writing executed by JANA and you. Any prior agreements with respect to this subject matter are hereby terminated. This
agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles
of conflicts of law.

[Signature Page Follows]