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”).
FIRST LIEN CREDIT AGREEMENT Dated as of August 3, 2015 Among HB HOLDINGS, LLC, as Holdings, HOSTESS BRANDS, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE SECURITIES (USA)...First Lien Credit Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 3, 2015 (this “Agreement”), among HB HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), HOSTESS BRANDS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
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).
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).
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
EXCHANGE AGREEMENTExchange Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of November 4, 2016, is by and among Hostess Brands, Inc. (formerly known as Gores Holdings, Inc.), a Delaware corporation (the “Company”), Hostess Holdings, L.P., a Delaware limited partnership (“Holdings”), Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, together with the Hostess Co-Invest Series (as defined herein) (“Hostess Co-Invest”), CDM Hostess Class C, LLC, a Delaware series limited liability company, together with the CDM Hostess Series (as defined herein) (“CDM Hostess”), C. Dean Metropoulos (“Metropoulos”), and such other holders of Class B Units from time to time party hereto.
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • Delaware
This EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is entered into as of July 28, 2016, by and between Gores Holdings, Inc., a Delaware corporation (“Gores Holdings”), and C. Dean Metropoulos (the “Chairman”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MTA (as defined below). This Agreement amends and restates in its entirety that certain Executive Chairman Employment Agreement entered into by and between the parties on July 5, 2016 (the “Prior Chairman Agreement”), in order to, in part, more appropriately reflect the Chairman’s anticipated role and the allocation of the Chairman’s duties as between Gores Holdings and its Subsidiaries.
SECOND LIEN CREDIT AGREEMENT Dated as of August 3, 2015 Among HB HOLDINGS, LLC, as Holdings, HOSTESS BRANDS, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE SECURITIES (USA)...Second Lien Credit Agreement • November 9th, 2016 • Hostess Brands, Inc. • Bakery products • New York
SECOND LIEN CREDIT AGREEMENT, dated as of August 3, 2015 (this “Agreement”), among HB HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), HOSTESS BRANDS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
