Amplify Snack Brands, Inc. [●] shares Common Stock, Par Value $0.0001 Per Share Underwriting AgreementUnderwriting 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”.)
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”).
CREDIT AGREEMENT dated as of July 17, 2014 among TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as...Credit Agreement • April 29th, 2015 • TA Holdings 1, Inc. • Food and kindred products • New York
CREDIT AGREEMENT dated as of July 17, 2014 (this “Agreement”), among TA HOLDINGS 1, INC., a Delaware corporation (“Holdings”),TA MIDCO 1, LLC, a Delaware limited liability company (to be renamed SKINNYPOP POPCORN LLC immediately following the Acquisition) (both before and immediately after giving effect to the Acquisition, the “Borrower”), the LENDERS party hereto, JEFFERIES FINANCE LLC, as an Issuing Bank and the Swingline Lender, and JEFFERIES FINANCE LLC, as Administrative Agent.
CREDIT AGREEMENT dated as of September 2, 2016 among AMPLIFY SNACK BRANDS, INC., as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Administrative Agent JEFFERIES FINANCE LLC CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS BANK...Credit Agreement • September 2nd, 2016 • Amplify Snack Brands, INC • Food and kindred products • New York
CREDIT AGREEMENT dated as of September 2, 2016 (this “Agreement”), among AMPLIFY SNACK BRANDS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JEFFERIES FINANCE LLC, as Administrative Agent.
CREDIT AGREEMENT dated as of July 17, 2014 among TA HOLDINGS 1, INC., as Holdings, TA MIDCO 1, LLC (TO BE RENAMED SKINNYPOP POPCORN LLC IMMEDIATELY FOLLOWING THE ACQUISITION), as Borrower, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as...Collateral Agreement • June 11th, 2015 • TA Holdings 1, Inc. • Food and kindred products • New York
CREDIT AGREEMENT dated as of July 17, 2014 (this “Agreement”), among TA HOLDINGS 1, INC., a Delaware corporation (“Holdings”), TA MIDCO 1, LLC, a Delaware limited liability company (to be renamed SKINNYPOP POPCORN LLC immediately following the Acquisition) (both before and immediately after giving effect to the Acquisition, the “Borrower”), the LENDERS party hereto, JEFFERIES FINANCE LLC, as an Issuing Bank and the Swingline Lender, and JEFFERIES FINANCE LLC, as Administrative Agent.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2016 • Amplify Snack Brands, INC • Food and kindred products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of September, 2016, 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”.
AGREEMENT AND PLAN OF MERGER by and among: THE HERSHEY COMPANY, ALPHABET MERGER SUB INC. AND AMPLIFY SNACK BRANDS, INC. Dated as of December 17, 2017Agreement and Plan of Merger • December 18th, 2017 • Amplify Snack Brands, INC • Food and kindred products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 17, 2017, by and among: THE HERSHEY COMPANY, a Delaware corporation (“Parent”); ALPHABET MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and AMPLIFY SNACK BRANDS, INC., a Delaware corporation (the “Company” and, together with Parent and Acquisition Sub, the “Parties,” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Texas
This Employment Agreement (the “Agreement”) is entered into as of the 2nd day of September, 2014 (the “Effective Date”) by and between Brian S. Goldberg (the “Executive”) and TA Topco 1, LLC (the “Company”; the Executive and the Company are collectively referred to as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2015 • TA Holdings 1, Inc. • Food and kindred products • Illinois
This Employment Agreement (the “Agreement”) is entered into this 17th day of July, 2014 by and between Andrew S. Friedman (the “Executive”) and TA Midco 1, LLC, a Delaware limited liability company (the “Company” or the “Purchaser”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective upon the closing of the transactions contemplated by the Purchase Agreement (as defined below) (the “Effective Date”).
FORM OF SUPPORT AGREEMENTForm of Support Agreement • December 18th, 2017 • Amplify Snack Brands, INC • Food and kindred products • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of December 17, 2017, by and among The Hershey Company, a Delaware corporation (“Parent”), Alphabet Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (“Acquisition Sub”), and (“Stockholder”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 26th, 2015 • Amplify Snack Brands, INC • Food and kindred products
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of May 29, 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.
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 26th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Illinois
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is dated as of February 27, 2014 (the “Effective Date”), between SKINNYPOP POPCORN LLC, a limited liability company organized under the laws of Illinois, (“Buyer”) and ASSEMBLERS FOOD PACKAGING LLC, a limited liability company organized under the laws of the state of Illinois (“Manufacturer” and together with Buyer, the “Parties”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 26th, 2015 • Amplify Snack Brands, INC • Food and kindred products
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of December 23, 2014, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the “Borrower”), 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.
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).
OFFICE LEASE Austin, Texas Between TA Holdings 1, Inc. d/b/a Skinny Pop (Tenant) and International Bank of Commerce, Laredo, Texas (Landlord) Suite 1350, IBC Bank Plaza With an Effective Date of February 26, 2015 EXECUTION VERSIONOffice Lease • June 26th, 2015 • Amplify Snack Brands, INC • Food and kindred products • Texas
COLLATERAL AGREEMENT dated as of July 17, 2014, by and among TA MIDCO 1, LLC, (to be renamed SkinnyPop Popcorn LLC immediately following the Acquisition), TA HOLDINGS 1, INC., as Holdings, THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and...Collateral Agreement • April 29th, 2015 • TA Holdings 1, Inc. • Food and kindred products • New York
SUPPLEMENT NO. dated as of , 20 (this “Supplement”), to the Collateral Agreement dated as of July 17, 2014 (the “Collateral Agreement”), by and among TA MIDCO 1, LLC, a Delaware limited liability company (the “Borrower”), TA HOLDINGS 1, INC., a Delaware corporation (“Holdings”) and the other GRANTORS from time to time party thereto (together with the Borrower and Holdings, each a “Grantor”), in favor of JEFFERIES FINANCE LLC, as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the benefit of the Lenders, the Issuing Banks and each other Secured Party (each as defined in the Credit Agreement referred to below).
Dated 6 August 2016 CRISPS HOLDINGS LIMITED - and - THE MANAGEMENT SELLERS - and - THE PURCHASER - and - THE PURCHASER’S GUARANTOR SHARE PURCHASE AGREEMENT relating to the sale and purchase of CRISPS TOPCO LIMITEDShare Purchase Agreement • August 8th, 2016 • Amplify Snack Brands, INC • Food and kindred products
Dear David You will find a list of defined terms used in this Agreement and provisions dealing with its interpretation in Clause 20.Amplify Snack Brands, INC • September 2nd, 2016 • Food and kindred products • England
EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2018 • Amplify Snack Brands, INC • Food and kindred products • Texas
This Employment Agreement (the “Agreement”) is entered into by and between Craig Shiesley (the “Executive”) and Amplify Snack Brands, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective on the date it is fully executed by both Parties (the “Effective Date”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2015 • TA Holdings 1, Inc. • Food and kindred products • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 18, 2014, among SKINNYPOP POPCORN LLC (formerly known as TA MIDCO 1, LLC), a Delaware limited liability company (the “Borrower”), TA HOLDINGS 1, INC., a Delaware corporation (“Holdings”), 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.
EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2018 • Amplify Snack Brands, INC • Food and kindred products • Texas
This Employment Agreement (the “Agreement”) is entered into by and between Gregory S. Christenson (the “Executive”) and Amplify Snack Brands, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective on the date it is fully executed by both Parties (the “Effective Date”).
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”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 1st, 2016 • Amplify Snack Brands, INC • Food and kindred products
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of June 30, 2016, 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 other Guarantors party hereto, 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.
Dated 6 August 2016 THE WARRANTORS - and - THE PURCHASER WARRANTY DEED RELATING TO THE SALE AND PURCHASE OF CRISPS TOPCO LIMITEDAmplify Snack Brands, INC • August 8th, 2016 • Food and kindred products
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.
