0001213900-17-007546 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • Delaware

This Amended and Restated Employment Agreement (this “Employment Agreement”), dated July 7, 2017, is entered into by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”). The “Effective Date” of this Employment Agreement shall be the Closing Date, as such term is defined in that certain Agreement and Plan of Merger, dated April 10, 2017 (the “Merger Agreement”), by and among Conyers Park Acquisition Corp., a Delaware corporation, the Company, Conyers Park Parent Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Parent Merger Sub”), Conyers Park Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent Merger Sub (“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

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INVESTOR RIGHTS AGREEMENT BY AND AMONG THE SIMPLY GOOD FOODS COMPANY, CONYERS PARK SPONSOR LLC AND ATKINS HOLDINGS LLC DATED JULY 7, 2017
Investor Rights Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • Delaware

This INVESTOR RIGHTS AGREEMENT, dated as of July 7, 2017 (this “Agreement”), is made and entered into by and among The Simply Good Foods Company, a Delaware corporation (the “Company”), Conyers Park Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Atkins Holdings LLC, a Georgia limited liability company (“Holder”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of July 7, 2017, by and among Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), The Simply Good Foods Company, a Delaware corporation (“Simply Good Foods”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products • New York

This Investor Rights Agreement (this “Agreement”) is made as of July 7, 2017 (the “Effective Date”), between The Simply Good Foods Company, a Delaware corporation (the “Company”), Conyers Park Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other individuals set forth on Schedule I hereto (each a “Holder” and together with the Sponsor, the “Holders”).

INCOME TAX RECEIVABLE AGREEMENT By and among THE SIMPLY GOOD FOODS COMPANY, ATKINS HOLDINGS, LLC and ROARK CAPITAL ACQUISITION, LLC (solely in its capacity as the Stockholders’ Representative). dated as of July 7, 2017
Income Tax Receivable Agreement • July 13th, 2017 • Simply Good Foods Co • Food and kindred products

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 7, 2017, is hereby entered into by and among THE SIMPLY GOOD FOODS COMPANY, a Delaware corporation and wholly-owned Subsidiary of Parent (as defined below) (“PubCo”), ATKINS HOLDINGS, LLC and, solely in its capacity as the Stockholders’ Representative pursuant to the Merger Agreement, ROARK CAPITAL ACQUISITION, LLC, a Georgia limited liability company (the “Stockholders’ Representative”).

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