INDEMNITY AGREEMENTIndemnity Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 4, 2016, by and between HOSTESS BRANDS, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2015, is made and entered into by and among Gores Holdings, Inc., a Delaware corporation (the “Company”), and Gores Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
GORES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 13, 2015Warrant Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 2015, is by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
35,000,000 Units Gores Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
Gores Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms us
Gores Holdings, Inc. c/o The Gores Group, LLC Beverly Hills, California 90212Gores Holdings, Inc. • July 17th, 2015 • Blank checks • New York
We are pleased to accept the offer Gores Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class F common stock (“Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of Gores Holdings, Inc., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions
Hostess Brands, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • August 15th, 2019 • Hostess Brands, Inc. • Bakery products • New York
11,544,600 Shares (the “Exchange Shares”) to be sold by the Selling Stockholders will be issued by the Company upon the exchange of Class B Units (the “Class B Units”) of Hostess Holdings, L.P., a Delaware limited partnership and a corresponding number of shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class B Units, the “Exchange Securities”), pursuant to that certain Exchange Agreement, dated as of November 4, 2016, by and among Gores Holdings, Inc., Hostess Holdings, L.P., Hostess CDM Co-Invest, LLC, CDM Hostess Class C, LLC, C. Dean Metropoulos, and such other holders of Class B Units from time to time party thereto (the “Exchange Agreement”). The Class A Common Stock and the Class B Common Stock are collectively referred to herein as the “Stock.”
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of August 13, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and Gores Sponsor LLC, a Delaware Limited Liability Company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 19, 2015, by and between GORES HOLDINGS, INC., a Delaware corporation (the “Company”), and Alec Gores (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among THE J. M. SMUCKER COMPANY, HOSTESS BRANDS, INC. and SSF HOLDINGS, INC. dated as of September 10, 2023Agreement and Plan of Merger • September 12th, 2023 • Hostess Brands, Inc. • Bakery products • Delaware
AGREEMENT AND PLAN OF MERGER (as amended, modified or restated, this “Agreement”), dated as of September 10, 2023, by and among The J. M. Smucker Company, an Ohio corporation (“Parent”), Hostess Brands, Inc., a Delaware corporation (the “Company”), and SSF Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
FIRST LIEN CREDIT AGREEMENT dated as of June 30, 2023 among HB HOLDINGS, LLC, as Holdings, HOSTESS BRANDS, LLC, as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as...First Lien Credit Agreement • June 30th, 2023 • Hostess Brands, Inc. • Bakery products • New York
Gores Holdings, Inc. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • August 15th, 2016 • Gores Holdings, Inc. • Bakery products • New York
This letter (this “Letter Agreement”) amends and restates that certain letter agreement, dated as of August 13, 2015, delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated as of the same date, entered into by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units subject to an over-allotment option) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per half share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the
HOSTESS BRANDS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 9th, 2023 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock units (“RSUs”) to the individual named below. The terms and conditions of the RSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Restricted Stock Unit Agreement (the “Agreement”) and in the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
TAX RECEIVABLE AGREEMENT by and among HOSTESS BRANDS, INC., HOSTESS CDM CO- INVEST, LLC AND EACH SERIES THEREOF, CDM HOSTESS CLASS C, LLC AND EACH SERIES THEREOF, AP HOSTESS HOLDINGS, L.P. and C. DEAN METROPOULOS Dated as of November 4, 2016Tax Receivable Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 4, 2016 and effective upon the consummation of the Contribution and Purchase and the AP Hostess Holdings Merger (each as defined below), is hereby entered into by and among Hostess Brands, Inc. (formerly known as Gores Holdings, Inc.), a Delaware corporation (the “Corporate Taxpayer”), Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, together with the Hostess Co-Invest Series (as defined below) (“Hostess CDM Co-Invest”), CDM Hostess Class C, LLC, a Delaware series limited liability company, together with the CDM Hostess Series (as defined below) (“CDM Hostess”, and together with Hostess CDM Co-Invest, the “CDM Entity Holders”), AP Hostess Holdings, L.P., a Delaware limited partnership (“AP Hostess LP”), C. Dean Metropoulos (“CDM” and together with the CDM Entity Holders, the “CDM Holders”) and any successors or assignees of the LP Units (as defined below) of the CDM Holders (such transferees,
CONTRIBUTION AND PURCHASE AGREEMENTContribution and Purchase Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
This CONTRIBUTION AND PURCHASE AGREEMENT, dated as of November 4, 2016 (this “Agreement”), is by and among Hostess Brands, Inc. (formerly known as Gores Holdings, Inc.), a Delaware corporation (the “Company”), Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, together with the Hostess Co-Invest Series (as defined herein) (“Hostess Co-Invest”) and CDM Hostess Class C, LLC, a Delaware series limited liability company, together with the CDM Hostess Series (as defined herein) (“CDM Hostess”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Master Agreement (as defined below).
HOSTESS BRANDS, INC. RESTRICTED STOCK UNIT AGREEMENT Cover SheetRestricted Stock Unit Agreement • May 9th, 2023 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock units (“RSUs”) to the individual named below. The terms and conditions of the RSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Restricted Stock Unit Agreement (the “Agreement”) and in the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
EXECUTIVE CHAIRMAN EMPLOYMENT AGREEMENTExecutive Chairman Employment Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
This EXECUTIVE CHAIRMAN EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 28, 2016, by and among Hostess Brands, LLC, a Delaware limited liability company (“Hostess Brands” and, together with its Subsidiaries, the “Company”), C. Dean Metropoulos (the “Chairman”), Hostess Holdings, L.P., a Delaware limited partnership (“Hostess Holdings”), and Gores Holdings, Inc., a Delaware corporation (“Gores Holdings”), solely for purposes of Sections 3.1 and 3.3 hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MTA (as defined below).
Gores Holdings, Inc. Beverly Hills, CA 90212 August 10, 2016Letter Agreement • August 15th, 2016 • Gores Holdings, Inc. • Bakery products • New York
This letter agreement (“Letter Agreement”) is entered into by and between Gores Holdings, Inc. (“Gores Holdings”) and Gores Sponsor LLC (the “Sponsor”), as required by that certain Subscription Agreement, dated as of July 5, 2016, by and between Gores Holdings and the Sponsor (as the same may be amended, restated, supplemented, waived or otherwise modified from time to time, the “Agreement”). The Sponsor is an “Eligible Subscriber” as defined in Section 5 of the Agreement. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement, unless explicitly noted otherwise.
HOSTESS BRANDS, INC.Performance Share Unit Award Agreement • November 7th, 2018 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance share units (“PSUs”) to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
HOSTESS BRANDS, INC.Share Award Agreement • February 24th, 2021 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance share units (“PSUs”) to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
GORES SUBSCRIPTION AGREEMENTSubscription Agreement • July 5th, 2016 • Gores Holdings, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of July, 2016, by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
ContractShare Purchase Agreement • February 26th, 2020 • Hostess Brands, Inc. • Bakery products • Ontario
*Schedules and exhibits omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedules or exhibits to the SEC upon request.
BUYOUT AND AMENDMENT AGREEMENTBuyout and Amendment Agreement • January 29th, 2018 • Hostess Brands, Inc. • Bakery products • Delaware
This BUYOUT AND AMENDMENT AGREEMENT is made and entered into as of January 26, 2018 (this “Agreement”), by and among Hostess Brands, Inc., a Delaware corporation formerly known as Gores Holdings, Inc. (the “Corporate Taxpayer”), Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, and each series thereof (collectively, “Hostess CDM Co-Invest”), CDM Hostess Class C, LLC, a Delaware series limited liability company, and each series thereof (collectively, “CDM Hostess”), C. Dean Metropoulos (“CDM”), CDM HB Holdings, LLC, a Delaware limited liability company (“CDM HB Holdings” and, together with Hostess CDM Co-Invest, CDM Hostess and CDM, the “CDM Holders”), and AP Hostess Holdings, L.P., a Delaware limited partnership (“AP Hostess LP” and together with the Corporate Taxpayer and the CDM Holders, the “Parties”). Capitalized terms used and not defined herein have the meanings given to such terms in the Tax Receivable Agreement (defined below).
HOSTESS BRANDS, INC.Performance Share Unit Award Agreement • March 1st, 2022 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance share units (“PSUs”) to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
April 5, 2018 Dear Bill: Thank you for agreeing to provide consulting services through June 30th to Hostess Brands, LLC (the “Company”). As per our discussions, the following are the terms and conditions of our agreement (the “Agreement”):Hostess Brands, Inc. • August 7th, 2018 • Bakery products
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2021 • Hostess Brands, Inc. • Bakery products • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of 7:00 p.m. Eastern Daylight Time (the “Effective Time”) on the 19th day of November, 2020, by and among C. Dean Metropoulos (“CDM”), Hostess CDM Co-Invest, LLC (“Hostess CDM” and, together with CDM, the “Sellers”) and Hostess Brands Inc., a Delaware corporation (the “Company”).
ContractIncremental Assumption and Amendment Agreement • October 3rd, 2019 • Hostess Brands, Inc. • Bakery products • New York
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 5 Dated as of January 3, 2020 among HB HOLDINGS, LLC, as Holdings, HOSTESS BRANDS, LLC, as Borrower, PARENT HOLDCO, THE SUBSIDIARY LOAN PARTIES, THE LENDERS PARTY HERETO andIncremental Assumption and Amendment Agreement • January 6th, 2020 • Hostess Brands, Inc. • Bakery products • New York
This INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 5 (this “Agreement”), dated as of January 3, 2020, is made by and among HB Holdings, LLC, a Delaware limited liability company (“Holdings”), Hostess Brands, LLC, a Delaware limited liability company (the “Borrower”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, jointly and severally, the “Subsidiary Loan Parties”), Hostess Holdco, LLC, a Delaware limited liability company (“Parent Holdco”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent under the Existing Credit Agreement (as defined below) (the “Administrative Agent”), and each of the Lenders party hereto.
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
This Amended and Restated Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of November 4, 2016, by and among (i) Hostess Brands, Inc. (formerly known as Gores Holdings, Inc.), a Delaware corporation (the “Company”), (ii) AP Hostess Holdings, L.P., a Delaware limited partnership (the “Apollo Holder”), (iii) Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, together with the Hostess Co-Invest Series (as defined herein) (“Hostess Co-Invest”), (iv) CDM Hostess Class C, LLC, a Delaware series limited liability company, together the CDM Hostess Series (as defined herein) (“CDM Hostess”), (v) C. Dean Metropoulos (“Metropoulos” and, together with Hostess Co-Invest and CDM Hostess, the “Metropoulos Holders”), (vi) Gores Sponsor LLC, a Delaware limited liability company (the “Gores Sponsor”), (vii) Randy Bort, (viii) William Patton and (ix) Jeffrey Rea (together with William Patton, Randy Bort and the Gores Sponsor, the “Gores Holder
GORES SUBSCRIPTION AGREEMENTGores Subscription Agreement • July 5th, 2016 • Gores Holdings, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 5th day of July, 2016, by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and Canyon Capital Advisors LLC (“Canyon”) on behalf of one or more managed funds or accounts (each such managed fund or account a “Subscriber” and collectively the “Subscribers”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 8th, 2017 • Hostess Brands, Inc. • Bakery products • Missouri
This Non-Competition and Non-Solicitation Agreement (“Agreement”) is entered into as of this _____ day of _________, 2017, by and among Hostess Brands, LLC (“HB”) and _____________________ (“Employee”) (collectively the “Parties”).
HOSTESS BRANDS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 9th, 2017 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock (“Restricted Shares”) to the individual named below. The terms and conditions of the Restricted Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Restricted Stock Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
HOSTESS BRANDS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT Cover SheetShare Unit Award Agreement • May 9th, 2017 • Hostess Brands, Inc. • Bakery products
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance share units (“PSUs”) to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
HOSTESS BRANDS, INC.Share Award Agreement • February 24th, 2021 • Hostess Brands, Inc. • Bakery products • Delaware
Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance share units (“PSUs”) to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
HOSTESS BRANDS, INC. 2016 EQUITY INCENTIVE PLAN Performance Share UNIT award Agreement Cover SheetHostess Brands, Inc. • May 8th, 2019 • Bakery products
