INDEMNITY AGREEMENTIndemnification Agreement • June 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2016, by and between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
37,500,000 Units Conyers Park Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 37,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
WARRANT AGREEMENT between CONYERS PARK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2016, is by and between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Conyers Park Acquisition Corp. Greenwich, CT 06831Securities Subscription Agreement • May 2nd, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Conyers Park Sponsor LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF] INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2017 • Conyers Park Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2017, by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2016, is made and entered into by and among Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), Conyers Park Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 14, 2016 by and between Conyers Park Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Conyers Park Acquisition Corp. 3 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 Re: Initial Public Offering Gentlemen:Underwriting Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 37,500,000 of the Company’s units (including up to 2,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Publi
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • June 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and Conyers Park Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 14, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and Conyers Park Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2017 • Conyers Park Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and NCP-ATK Holdings, Inc., a Delaware corporation (“Atkins”), pursuant to contemplated Agreement and Plan of Merger among the Company, Atkins and the other parties thereto (as may be amended and/or restated, the “Transaction Agreement”), the Company is seeking commitments from certain of its existing stockholders and other interested investors to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), for a purchase price of $10.00 per share, in a private placement in which the Company expects to raise an aggregate of up to $100 million (subject to increase or decrease in the discretion of the Company). In connection therewith, the undersigned and the Company agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG CONYERS PARK ACQUISITION CORP., THE SIMPLY GOOD FOODS COMPANY, ATKINS INTERMEDIATE HOLDINGS, LLC, CONYERS PARK PARENT MERGER SUB, INC., CONYERS PARK MERGER SUB 1, INC., CONYERS PARK MERGER SUB 2, INC., CONYERS...Merger Agreement • April 11th, 2017 • Conyers Park Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated April 10, 2017 (this “Agreement”), is made and entered into by and among CONYERS PARK ACQUISITION CORP., a Delaware corporation (“Parent”), THE SIMPLY GOOD FOODS COMPANY, a Delaware corporation and a wholly-owned Subsidiary of Parent (“PubCo”), ATKINS INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of PubCo (“IntermediateLLC”), CONYERS PARK PARENT MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of IntermediateLLC (“Parent Merger Sub”), CONYERS PARK MERGER SUB 1, INC., a Delaware corporation and a wholly-owned Subsidiary of IntermediateLLC (“Company Merger Sub 1”), CONYERS PARK MERGER SUB 2, INC., a Delaware corporation and a wholly-owned Subsidiary of Company Merger Sub 1 (“Company Merger Sub 2”), CONYERS PARK MERGER SUB 3, INC., a Delaware corporation and a wholly-owned Subsidiary of Company Merger Sub 2 (“Company Merger Sub 3”), CONYERS PARK MERGER SUB 4, INC., a Delaware co
SEVERANCE AGREEMENTSeverance Agreement • May 16th, 2017 • Conyers Park Acquisition Corp. • Blank checks • Delaware
This Severance Agreement (this “Severance Agreement”) is entered into by Atkins Nutritionals, Inc., a New York corporation (the “Company”), and Shaun Mara, in his individual capacity (“Executive”). The effective date of this Severance Agreement (the “Effective Date”) is August 4, 2014.
CONYERS PARK ACQUISITION CORP. 3 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 July 14, 2016Administrative Support Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
CONYERS PARK ACQUISITION CORP. 3 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 ____, 2016Administrative Support Agreement • June 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
