0001193125-16-591864 Sample Contracts

Amplify Snack Brands, Inc. [●] shares Common Stock, Par Value $0.0001 Per Share Underwriting Agreement
Underwriting Agreement • May 16th, 2016 • Amplify Snack Brands, INC • Food and kindred products • New York

The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Amplify Snack Brands, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell (the “Offering”) to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Jefferies LLC are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (“Stock”), and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Stock of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”.)

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