BUYOUT AND AMENDMENT AGREEMENTBuyout Agreement • January 29th, 2018 • Hostess Brands, Inc. • Bakery products • Delaware
This BUYOUT AND AMENDMENT AGREEMENT is made and entered into as of January 26, 2018 (this “Agreement”), by and among Hostess Brands, Inc., a Delaware corporation formerly known as Gores Holdings, Inc. (the “Corporate Taxpayer”), Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, and each series thereof (collectively, “Hostess CDM Co-Invest”), CDM Hostess Class C, LLC, a Delaware series limited liability company, and each series thereof (collectively, “CDM Hostess”), C. Dean Metropoulos (“CDM”), CDM HB Holdings, LLC, a Delaware limited liability company (“CDM HB Holdings” and, together with Hostess CDM Co-Invest, CDM Hostess and CDM, the “CDM Holders”), and AP Hostess Holdings, L.P., a Delaware limited partnership (“AP Hostess LP” and together with the Corporate Taxpayer and the CDM Holders, the “Parties”). Capitalized terms used and not defined herein have the meanings given to such terms in the Tax Receivable Agreement (defined below).
