REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2019 • Papa Johns International Inc • Retail-eating places • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2019, by and among Papa John’s International, Inc., a Delaware corporation, with headquarters located at 2002 Papa John’s Boulevard, Louisville, Kentucky 40299-2367 (the “Company”), the investors listed on the Schedule of Buyers attached hereto (each, an “Original Buyer” and collectively, the “Original Buyers”) and any Person (as defined below) affiliated with any Original Buyer who becomes a Buyer hereunder by virtue of delivering to the Company a duly executed Joinder Agreement in the form of Exhibit B attached to the Securities Purchase Agreement (together with the Original Buyers, individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2019 • Papa Johns International Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2019, by and among Papa John’s International, Inc., a Delaware corporation, with headquarters located at 2002 Papa John’s Boulevard, Louisville, Kentucky 40299-2367 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, an “Original Buyer” and collectively, the “Original Buyers”).
GOVERNANCE AGREEMENTGovernance Agreement • February 4th, 2019 • Papa Johns International Inc • Retail-eating places • Delaware
This Governance Agreement (this “Agreement”) is made and entered into as of February 4, 2019 by and among Papa John’s International, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 4th, 2019 • Papa Johns International Inc • Retail-eating places • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Rights Agreement, dated as of July 22, 2018 (the “Rights Agreement”), by and between Papa John’s International, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), is entered into February 3, 2019. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.
