SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2017 • Conyers Park Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and NCP-ATK Holdings, Inc., a Delaware corporation (“Atkins”), pursuant to contemplated Agreement and Plan of Merger among the Company, Atkins and the other parties thereto (as may be amended and/or restated, the “Transaction Agreement”), the Company is seeking commitments from certain of its existing stockholders and other interested investors to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), for a purchase price of $10.00 per share, in a private placement in which the Company expects to raise an aggregate of up to $100 million (subject to increase or decrease in the discretion of the Company). In connection therewith, the undersigned and the Company agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG CONYERS PARK ACQUISITION CORP., THE SIMPLY GOOD FOODS COMPANY, ATKINS INTERMEDIATE HOLDINGS, LLC, CONYERS PARK PARENT MERGER SUB, INC., CONYERS PARK MERGER SUB 1, INC., CONYERS PARK MERGER SUB 2, INC., CONYERS...Agreement and Plan of Merger • April 11th, 2017 • Conyers Park Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated April 10, 2017 (this “Agreement”), is made and entered into by and among CONYERS PARK ACQUISITION CORP., a Delaware corporation (“Parent”), THE SIMPLY GOOD FOODS COMPANY, a Delaware corporation and a wholly-owned Subsidiary of Parent (“PubCo”), ATKINS INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of PubCo (“IntermediateLLC”), CONYERS PARK PARENT MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of IntermediateLLC (“Parent Merger Sub”), CONYERS PARK MERGER SUB 1, INC., a Delaware corporation and a wholly-owned Subsidiary of IntermediateLLC (“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 wholly-owned Subsidiary of Company Merger Sub 2 (“Company Merger Sub 3”), CONYERS PARK MERGER SUB 4, INC., a Delaware co
