Academy Sports and Outdoors, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York
Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of Common Stock, $0.01 par value (“Common Stock”), of the Company (said shares 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 [●] additional shares of Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein are defined in Section 22 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification Agreement is dated as of , 2020 (this “Agreement”) and is between Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York
This AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of , 2020, by and among Allstar LLC, a Delaware limited liability company ( “Allstar”), Academy Sports and Outdoors, Inc., a Delaware corporation (“Corporation”), and New Academy Holding Company, LLC, a Delaware limited liability company (“NAHC”), amends and restates in its entirety that certain Registration Rights Agreement, dated as of August 3, 2011, by and among Allstar, NAHC and Academy Holdings, Inc. (as amended by that certain Addendum Agreement, dated as of August 30, 2011, by and between NAHC and Allstar Managers LLC, the “Existing Registration Rights Agreement”).
STOCKHOLDERS’ AGREEMENT of ACADEMY SPORTS AND OUTDOORS, INC. Dated as of , 2020Stockholders' Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of , 2020, by and among Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
Academy, Ltd. Katy, Texas 77449Monitoring Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York
This letter serves to confirm that Academy, Ltd. (the “Company”), a Texas limited partnership and an indirect subsidiary of New Academy Holding Company, LLC, a Delaware limited liability company (“Holdco”), has engaged Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) to provide, and the Manager hereby agrees to provide management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:
