Hostess Brands, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • August 15th, 2019 • Hostess Brands, Inc. • Bakery products • New York
11,544,600 Shares (the “Exchange Shares”) to be sold by the Selling Stockholders will be issued by the Company upon the exchange of Class B Units (the “Class B Units”) of Hostess Holdings, L.P., a Delaware limited partnership and a corresponding number of shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class B Units, the “Exchange Securities”), pursuant to that certain Exchange Agreement, dated as of November 4, 2016, by and among Gores Holdings, Inc., Hostess Holdings, L.P., Hostess CDM Co-Invest, LLC, CDM Hostess Class C, LLC, C. Dean Metropoulos, and such other holders of Class B Units from time to time party thereto (the “Exchange Agreement”). The Class A Common Stock and the Class B Common Stock are collectively referred to herein as the “Stock.”
