EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2017 • Simply Good Foods Co • Food and kindred products • Delaware
This Employment Agreement (this “Employment Agreement”), effective as of February 11, 2013 (the “Effective Date”), is entered into by Atkins Nutritionals, Inc., a New York corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”), on the terms and conditions as follows:
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2021 • Simply Good Foods Co • Food and kindred products • Delaware
This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of August 13, 2021 (the “Amendment Effective Date”), is by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”).
AMENDMENT NO 2. (INCREMENTAL FACILITY AMENDMENT)Simply Good Foods Co • November 7th, 2019 • Food and kindred products • New York
AMENDMENT NO. 2 (INCREMENTAL FACILITY AMENDMENT), dated as of November 7, 2019 (this “Agreement”), by and among Atkins Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Conyers Park Acquisition Corp., a Delaware corporation (“Parent”), Atkins Nutritionals, Inc., a New York corporation (“ANI” or the “Administrative Borrower”), Atkins Nutritionals Holdings, Inc., a Delaware corporation (“ANH”), Atkins Nutritionals Holdings II, Inc., a Delaware corporation (“ANH II”), NCP-ATK Holdings, Inc., a Delaware corporation (“NCP” and, together with ANH, ANHII and ANI, the “Borrowers” and, the Borrowers together with Holdings and Parent, the “Loan Parties”) and the financial institutions set forth on Schedule A hereto as Additional Term Lenders (the “2019 Incremental Term Loan Lenders”), and acknowledged by Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • Delaware
This Amended and Restated Employment Agreement (this “Employment Agreement”), dated July 7, 2017, is entered into by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”). The “Effective Date” of this Employment Agreement shall be the Closing Date, as such term is defined in that certain Agreement and Plan of Merger, dated April 10, 2017 (the “Merger Agreement”), by and among Conyers Park Acquisition Corp., a Delaware corporation, the Company, Conyers Park Parent Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Parent Merger Sub”), Conyers Park Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent Merger Sub (“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
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2019 • Simply Good Foods Co • Food and kindred products • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of October 16, 2019 (the “Effective Date”), is by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”).
TERMINATION AGREEMENTTermination Agreement • November 16th, 2018 • Simply Good Foods Co • Food and kindred products • Delaware
This Termination Agreement (this “Agreement”) is entered into effective as of November 14, 2018, by and among The Simply Good Foods Company, a Delaware corporation (“SGFC”), Atkins Holdings, LLC, a Georgia limited liability company (“Holdings”) and solely in its capacity as the Stockholders’ Representative pursuant to the Merger Agreement, Roark Capital Acquisition, LLC, a Georgia limited liability company (“RCA” and together with SGFC and Holdings, the “Parties” and each individually a “Party”).
THE SIMPLY GOOD FOODS COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2019 • Simply Good Foods Co • Food and kindred products • New York
INVESTOR RIGHTS AGREEMENT BY AND AMONG THE SIMPLY GOOD FOODS COMPANY, CONYERS PARK SPONSOR LLC AND ATKINS HOLDINGS LLC DATED JULY 7, 2017Investor Rights Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • Delaware
This INVESTOR RIGHTS AGREEMENT, dated as of July 7, 2017 (this “Agreement”), is made and entered into by and among The Simply Good Foods Company, a Delaware corporation (the “Company”), Conyers Park Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Atkins Holdings LLC, a Georgia limited liability company (“Holder”).
STOCK PURCHASE AGREEMENT by and among SIMPLY GOOD FOODS USA, INC., ONLY WHAT YOU NEED, INC., and SAFE BRANDS, LLC Dated as of April 29, 2024Stock Purchase Agreement • April 30th, 2024 • Simply Good Foods Co • Food and kindred products • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 29, 2024, is made and entered into by and among Simply Good Foods USA, Inc., a New York corporation (“Purchaser”), Only What You Need, Inc., a Delaware corporation (the “Company”), and Safe Brands, LLC, a Delaware limited liability company (“Seller”). Purchaser, the Company and Seller may be referred to herein collectively as the “Parties”, and each as a “Party.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article I.
STOCK AND UNIT PURCHASE AGREEMENT by and among VOYAGE HOLDINGS, LLC, VMG QUEST BLOCKER, INC., ATKINS NUTRITIONALS, INC. and THE SELLERS NAMED HEREIN AUGUST 21, 2019Stock and Unit Purchase Agreement • August 22nd, 2019 • Simply Good Foods Co • Food and kindred products • Delaware
This Stock and Unit Purchase Agreement (this “Agreement”) is entered into as of August 21, 2019, by and among (a) Voyage Holdings, LLC, a Delaware limited liability company (“Voyage Holdings”), VMG Quest Blocker, Inc., a Delaware corporation (“VMG Blocker” and together with Voyage Holdings, each a “Target Company” and collectively, the “Target Companies”), (b) VMG Voyage Holdings, LLC, a Delaware limited liability company (“VMG Holdco”), VMG Tax-Exempt II, L.P. a Delaware limited partnership (“VMG Tax-Exempt” and, together with VMG Holdco, the “VMG Sellers”), (c) The Michael K. Osborn and Kaplana P. Osborn Revocable Living Trust, The Ava M. Osborn 2018 Irrevocable Gift Trust, The Cole M. Osborn 2018 Irrevocable Gift Trust, Ronald Penna and Thomas Bilyeu, Voyage Employee Holdings, LLC, a Delaware limited liability company (“Employee Holdco”) (collectively, the “Quest Sellers” and, together with the VMG Sellers, each, a “Seller” and collectively, the “Sellers”), (d) Atkins Nutritionals,
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2017 • Simply Good Foods Co • Food and kindred products
THIS FIRST AMENDMENT (this “Amendment”) to that certain Employment Agreement, effective as of February 11, 2013 (the “Employment Agreement”), by and between Atkins Nutrionals, Inc., a New York corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”), is made and entered into as of this 12 day of August, 2013 (the “Effective Date”), by and between the Company and Executive. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Employment Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of July 7, 2017, by and among Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), The Simply Good Foods Company, a Delaware corporation (“Simply Good Foods”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • New York
This Investor Rights Agreement (this “Agreement”) is made as of July 7, 2017 (the “Effective Date”), between The Simply Good Foods Company, a Delaware corporation (the “Company”), Conyers Park Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other individuals set forth on Schedule I hereto (each a “Holder” and together with the Sponsor, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Simply Good Foods Co • Food and kindred products • Delaware
This Employment Agreement (this “Employment Agreement”), dated November 5, 2019, is entered into by and between Quest Nutrition, LLC, a Delaware limited liability company (the “Company”), and David Ritterbush, in his individual capacity (“Executive”). The “Effective Date” of this Employment Agreement shall be the Closing Date, as such term is defined in that certain Stock and Unit Purchase Agreement, dated August 21, 2019 (the “Purchase Agreement”), by and among Voyage Holdings, LLC, a Delaware limited liability company, VMG Quest Blocker, Inc., a Delaware corporation, VMG Voyage Holdings, LLC, a Delaware limited liability company, VMG Tax-Exempt II, L.P. a Delaware limited partnership, The Michael K. Osborn and Kaplana P. Osborn Revocable Living Trust, The Ava M. Osborn 2018 Irrevocable Gift Trust, The Cole M. Osborn 2018 Irrevocable Gift Trust, Ronald Penna and Thomas Bilyeu, Voyage Employee Holdings, LLC, a Delaware limited liability company, Atkins Nutritionals, Inc., a New York co
TRANSITION AGREEMENTTransition Agreement • January 30th, 2023 • Simply Good Foods Co • Food and kindred products • Delaware
This Transition Agreement (this “Transition Agreement”), dated and effective as of January 27, 2023, is entered into by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”).
REPRICING AMENDMENTRepricing Amendment • March 20th, 2018 • Simply Good Foods Co • Food and kindred products • New York
This REPRICING AMENDMENT is dated as of March 16, 2018 (this “Amendment”) and is entered into by and among Atkins Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Conyers Park Acquisition Corp., a Delaware corporation (“Parent”), Atkins Nutritionals, Inc., a New York corporation (“ANI” or the “Administrative Borrower”), Atkins Nutritionals Holdings, Inc., a Delaware corporation (“ANH”), Atkins Nutritionals Holdings II, Inc., a Delaware corporation (“ANH II”), NCP-ATK Holdings, Inc., a Delaware corporation (“NCP” and, together with ANH, ANHII and ANI, the “Borrowers” and, the Borrowers together with Holdings and Parent, the “Loan Parties”), Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), the Consenting Lenders and the Replacement Lender.
INCOME TAX RECEIVABLE AGREEMENT By and among THE SIMPLY GOOD FOODS COMPANY, ATKINS HOLDINGS, LLC and ROARK CAPITAL ACQUISITION, LLC (solely in its capacity as the Stockholders’ Representative). dated as of July 7, 2017Income Tax Receivable Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 7, 2017, is hereby entered into by and among THE SIMPLY GOOD FOODS COMPANY, a Delaware corporation and wholly-owned Subsidiary of Parent (as defined below) (“PubCo”), ATKINS HOLDINGS, LLC and, solely in its capacity as the Stockholders’ Representative pursuant to the Merger Agreement, ROARK CAPITAL ACQUISITION, LLC, a Georgia limited liability company (the “Stockholders’ Representative”).
EXTENSION AMENDMENTExtension Amendment • December 22nd, 2021 • Simply Good Foods Co • Food and kindred products • New York
This EXTENSION AMENDMENT is dated as of December 16, 2021 (this “Amendment”) and is entered into by and among Atkins Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Conyers Park Acquisition Corp., a Delaware corporation (“Parent”), Simply Good Foods USA, Inc. (f/k/a Atkins Nutritionals, Inc.), a New York corporation (“SGF” or the “Administrative Borrower”), Atkins Nutritionals Holdings, Inc., a Delaware corporation (“ANH”), Atkins Nutritionals Holdings II, Inc., a Delaware corporation (“ANH II”), NCP-ATK Holdings, Inc., a Delaware corporation (“NCP” and, together with ANH, ANHII and SGF, the “Borrowers” and, the Borrowers together with Holdings and Parent, the “Loan Parties”), Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), the Consenting Lenders and the Replacement Lender.
REPRICING AMENDMENTRepricing Amendment • April 27th, 2023 • Simply Good Foods Co • Food and kindred products • New York
CREDIT AGREEMENT dated as of July 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among Atkins Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Conyers Park Parent Merger Sub, Inc., a Delaware corporation (“Parent Merger Sub”), Conyers Park Acquisition Corp., a Delaware corporation (“Parent” and following the Parent Merger (as defined below), successor to Parent Merger Sub by operation of law and following the Acquisition, a “Loan Party”), Conyers Park Merger Sub 1, Inc., a Delaware corporation (“Company Merger Sub 1”), Conyers Park Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub 2”), Conyers Park Merger Sub 3, Inc., a Delaware corporation (“Company Merger Sub 3”), Conyers Park Merger Sub 4, Inc., a Delaware corporation (“Company Merger Sub 4” or the “Initial Administrative Borrower”, and together with Company Merger Sub 1, Company Merger Sub 2, and Company Merger Sub 3, the “Company Me
AMENDMENT NO. 6 (INCREMENTAL FACILITY AMENDMENT)Simply Good Foods Co • June 17th, 2024 • Food and kindred products • New York
AMENDMENT NO. 6 (INCREMENTAL FACILITY AMENDMENT), dated as of June 13, 2024 (this “Agreement”), by and among Atkins Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Conyers Park Acquisition Corp., a Delaware corporation (“Parent”), Simply Good Foods USA, Inc., a New York corporation (“SGF” or the “Administrative Borrower”), Atkins Nutritionals Holdings, Inc., a Delaware corporation (“ANH”), Atkins Nutritionals Holdings II, Inc., a Delaware corporation (“ANH II”), NCP-ATK Holdings, Inc., a Delaware corporation (“NCP” and, together with ANH, ANHII and SGF, the “Borrowers” and, the Borrowers together with Holdings and Parent, the “Loan Parties”), the other Subsidiary Loan Parties party hereto and the financial institutions set forth on Schedule A hereto as Additional Term Lenders (the “2024 Incremental Term Loan Lenders”), and acknowledged by Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”).
PARTICIPATION AGREEMENTParticipation Agreement • July 27th, 2018 • Simply Good Foods Co • Food and kindred products
This Participation Agreement (this “Agreement”) is made and entered into as of July 23, 2018 (the “Effective Date”) by and between ____________________________ (the “Employee”), Atkins Nutritionals, Inc., a New York corporation (“Atkins”), and The Simply Good Foods Company (the “Company”) (each party to this Agreement being a “Party” and together being the “Parties”).
