Employment AgreementEmployment Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • New York
This Employment Agreement (this “Agreement”), dated as of January 2, 2020, is made by and among Clover Acquisition Holdings Inc., a Delaware corporation (“Parent”), The Nature’s Bounty Co., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (together with any successor thereto, the “Company”), and Jay J. Jones (“Executive”) (collectively referred to herein as the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2017, is by and among Clover Parent Holdings L.P., a Delaware limited partnership (the “Partnership”), Clover Parent Holdings GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Clover Acquisition Holdings Inc., a Delaware corporation (“Parent”), and each of the Persons listed on the signature pages hereto (other than the Partnership, the General Partner and Parent) and any other Person who may become a party hereto pursuant to Section 12(c)) (each a “Stockholder” and collectively, the “Stockholders”).
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of March 26, 2018, by and among Clover Acquisition Holdings Inc., a Delaware corporation (the “Company”), the Sponsor Group, and the parties identified on the signature pages hereto as Management Stockholders (the “Management Stockholders”) and the Permitted Transferees of such Management Stockholders identified on the signature pages to the supplementary agreements or documents referred to in Sections 14 and 25 hereof (such Management Stockholders and Permitted Transferees, together with the Company and the Sponsor Group, the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 1 hereof.
EMPLOYMENT AGREEMENT Mark GelbertEmployment Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • New York
SECOND LIEN CREDIT AGREEMENT Dated as of September 26, 2017 among CLOVER INTERMEDIATE HOLDINGS INC., as Holdings, CLOVER MERGER SUB INC., as Merger Sub and, at any time prior to the consummation of the Acquisition, the Borrower, ALPHABET HOLDING...Second Lien Credit Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2017 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, the “Acquisition Agreement”), by and among Clover Acquisition Holdings Inc., a Delaware corporation and direct Parent Entity of Holdings (the “Buyer”), Merger Sub, the Company and TC Group V, L.P., a Delaware limited partnership (solely in its capacity as representative as set forth therein), the Sponsor will acquire, directly or indirectly, the outstanding equity interests of the Company and Merger Sub will be merged with and into the Company in all material respects in accordance with the terms thereof (together with the other related transactions contemplated in the Acquisition Agreement to occur on the Closing Date or substantially contemporaneously therewith, the “Acquisition”);
ABL CREDIT AGREEMENT Dated as of September 26, 2017 among CLOVER INTERMEDIATE HOLDINGS INC., as Holdings, CLOVER MERGER SUB INC., as Merger Sub and, at any time prior to the consummation of the Acquisition, the Lead Borrower, ALPHABET HOLDING COMPANY,...Credit Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2017 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, the “Acquisition Agreement”), by and among Clover Acquisition Holdings Inc., a Delaware corporation and direct Parent Entity of Holdings (the “Buyer”), Merger Sub, the Company and TC Group V, L.P., a Delaware limited partnership (solely in its capacity as representative as set forth therein), the Sponsor will acquire, directly or indirectly, the outstanding equity interests of the Company and Merger Sub will be merged with and into the Company in all material respects in accordance with the terms thereof (together with the other related transactions contemplated in the Acquisition Agreement to occur on the Closing Date or substantially contemporaneously therewith, the “Acquisition”);
FIRST LIEN CREDIT AGREEMENT Dated as of September 26, 2017 among CLOVER INTERMEDIATE HOLDINGS INC., as Holdings, CLOVER MERGER SUB INC., as Merger Sub and, at any time prior to the consummation of the Acquisition, the Borrower, ALPHABET HOLDING...First Lien Credit Agreement • April 12th, 2021 • Bountiful Co • Food and kindred products • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2017 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, the “Acquisition Agreement”), by and among Clover Acquisition Holdings Inc., a Delaware corporation and direct Parent Entity of Holdings (the “Buyer”), Merger Sub, the Company and TC Group V, L.P., a Delaware limited partnership (solely in its capacity as representative as set forth therein), the Sponsor will acquire, directly or indirectly, the outstanding equity interests of the Company and Merger Sub will be merged with and into the Company in all material respects in accordance with the terms thereof (together with the other related transactions contemplated in the Acquisition Agreement to occur on the Closing Date or substantially contemporaneously therewith, the “Acquisition”);
