REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 4, 2018, is made and entered into by and among Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), Collier Creek Partners LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
Collier Creek Holdings 35,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2018 • Collier Creek Holdings • Blank checks • New York
Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) 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 Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined i
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 4, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), and Collier Creek Partners LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 12th, 2018 • Collier Creek Holdings • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____, 2018, by and between COLLIER CREEK HOLDINGS, a Cayman Islands exempted company (the “Company”), and ______ (“Indemnitee”).
October 4, 2018Letter Agreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 40,000,000 of the Company’s units (or up to 46,000,000 units if the Underwriters exercise their option to purchase additional units to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50
WARRANT AGREEMENTWarrant Agreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 4, 2018, is by and between Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 12th, 2018 • Collier Creek Holdings • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of _______, 2018, by and among Collier Creek Holdings, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
COLLIER CREEK HOLDINGSSecurities Subscription Agreement • September 12th, 2018 • Collier Creek Holdings • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 2, 2018 by and between Collier Creek Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Collier Creek Holdings, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 4, 2018 by and between Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Collier Creek Holdings 40,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTAgreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representative, 40,000,000 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 6,000,000 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 Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined i
ABL CREDIT AGREEMENT Dated as of November 21, 2017 as amended by the Incremental Amendment to Credit Agreement dated as of September 3, 2019, as amended by the Incremental and Extension Amendment to Credit Agreement dated as of April 1, 2020 and as...Abl Credit Agreement • August 3rd, 2020 • Collier Creek Holdings • Miscellaneous food preparations & kindred products • New York
This ABL CREDIT AGREEMENT (this “Agreement”) is entered into as of November 21, 2017, among UTZ QUALITY FOODS, LLC, a Delaware limited liability company (the “Administrative Borrower”), GOLDEN FLAKE SNACK FOODS, INC., a Delaware corporation (a “Co-Borrower” and together with any Additional Borrowers from time to time party hereto and the Administrative Borrower, the “Borrowers”), UM-U INTERMEDIATE, LLC, a Delaware limited liability company (“UM-U Parent”), UM-R INTERMEDIATE, LLC, a Delaware limited liability company (“UM-R Parent”), SRS LEASING, LLC, a Delaware limited liability company (“SRS Leasing Parent”, and together with UM-U Parent and UM-R Parent, the “Parents”), Manufacturers and Traders Trust Company (“M&T”), as L/C Issuer, and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • January 20th, 2021 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
This FIRST LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of November 21, 2017, among UTZ QUALITY FOODS, LLC, a Delaware limited liability company (the “Borrower”), UM-U INTERMEDIATE, LLC, a Delaware limited liability company (“UM-U Parent”), UM-R INTERMEDIATE, LLC, a Delaware limited liability company (“UM-R Parent”), SRS LEASING, LLC, a Delaware limited liability company (“SRS Leasing Parent”, and together with UM-U Parent and UM-R Parent, the “Parents”) and Bank of America, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (the “Lenders”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UTZ BRANDS HOLDINGS, LLC DATED AS OF AUGUST 28, 2020Limited Liability Company Agreement • September 3rd, 2020 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with this LLC Agreement, this “LLC Agreement”) of Utz Brands Holdings, LLC (f/k/a UM-U Intermediate, LLC), a Delaware limited liability company (the “Company”), is entered into as of August 28, 2020, by and among Utz Brands, Inc., a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”), Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R”, and together with Series U, the “Continuing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2018 • Collier Creek Holdings • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2018 by and between Collier Creek Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FIRST LIEN TERM LOAN CREDIT AGREEMENT Dated as of November 21, 2017 as amended by Amendment No. 1 to Credit Agreement dated as of July 23, 2020 among UTZ QUALITY FOODS, LLC, as the Borrower, UTZ BRANDS HOLDINGS, LLC (f/k/a/ UM-U INTERMEDIATE, LLC),...Credit Agreement • August 3rd, 2020 • Collier Creek Holdings • Miscellaneous food preparations & kindred products • New York
This FIRST LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of November 21, 2017, among UTZ QUALITY FOODS, LLC, a Delaware limited liability company (the “Borrower”), UM-U INTERMEDIATE, LLC, a Delaware limited liability company (“UM-U Parent”), UM-R INTERMEDIATE, LLC, a Delaware limited liability company (“UM-R Parent”), SRS LEASING, LLC, a Delaware limited liability company (“SRS Leasing Parent”, and together with UM-U Parent and UM-R Parent, the “Parents”) and Bank of America, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (the “Lenders”).
TAX RECEIVABLE AGREEMENT among UTZ BRANDS, INC. and THE PERSONS NAMED HEREIN Dated as of August 28, 2020Tax Receivable Agreement • September 3rd, 2020 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of August 28, 2020, among Utz Brands, Inc., a Delaware corporation (the “Corporate Taxpayer”), Utz Brands Holdings, LLC, a Delaware limited liability company (“OpCo”), Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”), Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R”) (each of Series U and Series R, a “TRA Party” and together the “TRA Parties”), Series U in its capacity as the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement.
BRIDGE SECURITY AGREEMENT dated as of December 14, 2020 among UTZ QUALITY FOODS, LLC as the Borrower, UTZ BRANDS HOLDINGS, LLC, as the Parent CERTAIN SUBSIDIARIES OF the PARENT, collectively, as the Initial Grantors, and BANK OF AMERICA, N.A., as...Bridge Security Agreement • January 11th, 2021 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
STOCK PURCHASE AGREEMENT by and among TRUCO HOLDCO Inc., TRUCO HOLDINGS LLC, UTZ QUALITY FOODS, LLC and HERON HOLDING CORPORATION November 11, 2020Stock Purchase Agreement • January 11th, 2021 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
BRIDGE CREDIT AGREEMENT Dated as of December 14, 2020 among UTZ QUALITY FOODS, LLC, as the Borrower, UTZ BRANDS HOLDINGS, LLC (f/k/a/ UM-U INTERMEDIATE, LLC), as the Parent, Bank of America, N.A., as Administrative Agent and Collateral Agent, THE...Bridge Credit Agreement • January 11th, 2021 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • Delaware
Business Combination AGREEMENT by and among Collier Creek Holdings, UTZ BRANDS HOLDINGS, LLC, SERIES U OF UM PARTNERS, LLC AND Series R of UM Partners, LLC Dated as of JUNE 5, 2020Tax Receivable Agreement • June 5th, 2020 • Collier Creek Holdings • Blank checks • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with this LLC Agreement, this “LLC Agreement”) of Utz Brands Holdings, LLC (f/k/a UM-U Intermediate, LLC), a Delaware limited liability company (the “Company”), is entered into as of [●], 2020, by and among Utz Brands, Inc., a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”), Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R”, and together with Series U, the “Continuing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
2- (b) Except as otherwise expressly set forth herein, the 2021-2 Incremental Term Loans shall have terms that are identical to those of the Existing Term Loans (after giving effect to the amendments set forth herein). The Borrower shall pay any fees...Credit Agreement • August 12th, 2021 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 3rd, 2020 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of August 28, 2020 (the “Effective Date”), is made by and among (i) Utz Brands, Inc., a Delaware corporation formerly known as Collier Creek Holdings, a Cayman Islands exempted company (“PubCo”); (ii) Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”), in its own capacity and in its capacity as the Seller Representative hereunder; (iii) Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R” and, together with Series U, the “Sellers”); (iv) Collier Creek Partners LLC, a Delaware limited liability company; (v) (A) Chinh E. Chu, (B) CC Collier Holdings, LLC, a Delaware limited liability company, (C) Roger K. Deromedi, (D) Roger K. Deromedi, as Trustee of the Roger K. Deromedi Revocable Trust, Dated 2/11/2000, Ame
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 3rd, 2022 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of February 22, 2022 (the “Effective Date”) by and among Utz Brands, Inc., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), Equiniti Trust Company, a limited company organized under the laws of the State of New York (“Equiniti”) and each of the holders of Warrants (as defined below) set forth on the signature pages hereto (the “Consenting Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2022 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 28, 2022, by and among Utz Brands, Inc., a Delaware corporation (the “Company”) and the Purchasers named in the Securities Purchase Agreement (as defined below). The Purchasers and the Company are collectively referred to herein as the “Parties” and each, a “Party”.
Execution Version LEGAL\67828860\11 PURCHASE AGREEMENT BY AND AMONG GH POP HOLDINGS LLC, R.W. GARCIA HOLDINGS, LLC, UTZ QUALITY FOODS, LLC, CONDOR SNACK FOODS, LLC, HEALTHY SNACKS HOLDCO LLC, NORTH CAROLINA TORTILLA MANUFACTURING LLC, PENNSYLVANIA...Purchase Agreement • January 31st, 2024 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • Delaware
Unit PURCHASE AGREEMENTUnit Purchase Agreement • June 5th, 2020 • Collier Creek Holdings • Blank checks • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2020 (the “Effective Date”), is by and among Collier Creek Holdings, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below), the “Buyer”), BSOF SN LLC, a Delaware limited liability company (“Seller”), and solely for purposes of and to the extent referenced in Article 1, Article 4, Article 5 and Article 6, Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”), and Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R” and together with Series U, the “Issuers”). The Buyer, Seller, and the Issuers are referred to in this Agreement as the “Parties”. Capitalized terms used herein and not otherwise defined will have the meaning set forth in the Business Combination Agreement, dated as of the date hereof (the “Business Combination Agreement”), by and
EXHIBIT A 4889-7664-6516 ABL CREDIT AGREEMENT Dated as of November 21, 2017 as amended by the Incremental Amendment to Credit Agreement dated as of September 3, 2019, as amended by the Incremental and Extension Amendment to Credit Agreement dated as...Credit Agreement • August 10th, 2023 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
COLLIER CREEK HOLDINGSLetter Agreement • September 12th, 2018 • Collier Creek Holdings • Blank checks
JOINT FILING AGREEMENTJoint Filing Agreement • September 1st, 2020 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Utz Brands, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such in
STANDSTILL AGREEMENTStandstill Agreement • September 3rd, 2020 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • Delaware
THIS STANDSTILL AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Standstill Agreement, the “Standstill Agreement”), dated as of August 28, 2020 (the “Effective Date”), is made by and among (i) Utz Brands, Inc., a Delaware corporation formerly known as Collier Creek Holdings, a Cayman Islands exempted company (“PubCo”); (ii) Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”); (iii) Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R” and, together with Series U, the “Sellers”); (iv) Collier Creek Partners LLC, a Delaware limited liability company; (v) (A) Chinh E. Chu, (B) CC Collier Holdings, LLC, a Delaware limited liability company, (C) Roger K. Deromedi, (D) Roger K. Deromedi, as Trustee of the Roger K. Deromedi Revocable Trust, Dated 2/11/2000, Amended and Restated 11/9/2011, (E) Jason K. Giordano and (F) Erika Giordano, each in their capaci
SPONSOR SIDE LETTERSponsor Side Letter • June 5th, 2020 • Collier Creek Holdings • Blank checks
This letter agreement (this “Side Letter”) is dated as of June 5, 2020, by and among Collier Creek Partners, LLC, a Delaware limited liability company (the “Sponsor”), Antonio F. Fernandez (“Fernandez”), Matthew M. Mannelly (“Mannelly”), William D. Toler (“Toler”), Craig D. Steeneck (“Steeneck” and, together with Fernandez, Mannelly and Toler, each an “Independent Director” and collectively, the “Independent Directors”, and together with the Sponsor, the “Sponsor Parties”), Chinh E. Chu (“Chu”), CC Collier Holdings, LLC, a Delaware limited liability company (“CC Collier”), Roger K. Deromedi (“Deromedi”), Roger K. Deromedi, as Trustee of the Roger K. Deromedi Revocable Trust, Dated 2/11/2000, Amended and Restated 11/9/2011 (the “Deromedi Trust”), Jason K. Giordano (“J. Giordano”), Erika Giordano (“E. Giordano” and, together with Chu, CC Collier, Deromedi, the Deromedi Trust and J. Giordano, the “Founder Holders”), and Collier Creek Holdings, a Cayman Islands exempted company (“PubCo”).
ContractLoan Agreement • October 12th, 2022 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
INVESTOR RIGHTS AGREEMENT AMENDMENT DATED OCTOBER 21, 2021Investor Rights Agreement • March 2nd, 2023 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products
COLLIER CREEK HOLDINGS October 4, 2018Letter Agreement • October 10th, 2018 • Collier Creek Holdings • Blank checks • New York
2 - #96986320v10 Section 2. Reallocation of Loans; Reallocation of Participations in Swing Line Loans and Letters of Credit. (a) Reallocation of Outstanding Loans. Effective as of the Amendment No. 8 Effective Date, the Borrowers shall be deemed to...Abl Credit Agreement • July 21st, 2023 • Utz Brands, Inc. • Miscellaneous food preparations & kindred products • New York
