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,
