Amplify Snack Brands, Inc. [●] shares Common Stock, Par Value $0.0001 Per Share Underwriting AgreementUnderwriting Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products • New York
In connection with the liquidation of TA TopCo 1, LLC, a Delaware limited liability company (“Topco”), on July [●], 2015, the shares of the Company were distributed to the members of Topco pursuant to the Second Amended and Restated Limited Liability Company Agreement of Topco dated as of January 23, 2015. The foregoing transactions shall have been completed prior to the First Time of Delivery as described in the Pricing Disclosure Package. These transactions are collectively referred to as the “Corporate Reorganization” and the
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Amplify Snack Brands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the day of , 2015, by and among Amplify Snack Brands, Inc. a Delaware corporation (the “Company”), each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “TA Member”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Non-TA Stockholder”.
SKINNYPOP TAX RECEIVABLE AGREEMENT among AMPLIFY SNACK BRANDS, INC. THE STOCKHOLDERS IDENTIFIED HEREIN and [INSERT STOCKHOLDERS REPRESENTATIVE] Dated as of [ ],2015Tax Receivable Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”) dated as of [●], 2015, is hereby entered into by and among Amplify Snack Brands, Inc., a Delaware corporation (the “Corporate Taxpayer”), the persons identified as “Stockholders” on the signature pages hereto (each, a “Stockholder” and together, the “Stockholders”) and TA XI, L.P., a Delaware limited partnership, in its capacity as representative of the Stockholders (the “Stockholders Representative”).
STOCKHOLDERS AGREEMENTStockholders Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], is entered into by and among Amplify Snack Brands, Inc., a Delaware corporation (the “Company”) and each of the TA Stockholders (as defined below).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Texas
This Employment Agreement (“Agreement”) is between Amplify Snack Brands, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), provided the IPO is consummated prior to , 2015 (the “Effective Date”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 16th, 2015 • Amplify Snack Brands, INC • Food and kindred products
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of [ ], 2015, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the “Borrower”), AMPLIFY SNACK BRANDS, INC. (formerly known as TA HOLDINGS 1, INC.), a Delaware corporation (“Holdings”), the Lenders party hereto, and JEFFERIES FINANCE LLC, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
