SECOND AMENDMENT TO
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This SECOND AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this Amendment), is dated as of May 12, 2021, by and between Leslies, Inc., a Delaware corporation (the Company), and Bubbles Investor Aggregator, L.P., a Delaware limited partnership (including its successors and permitted assigns, LCP).
WHEREAS, the parties hereto previously entered into the Registration Rights and Lock-Up Agreement, dated as of November 2, 2020, by and among the Company, the Sponsor Investors, and each of the persons listed on the signature pages thereto under the caption Other Investors or who became party to and bound by the Registration Rights Agreement as an Other Investor on the terms and subject to the conditions of the Registration Rights Agreement, as amended by the First Amendment to Registration Rights and Lock-Up Agreement, dated as of February 7, 2021 (together, the Registration Rights Agreement), by and between the Company and LCP;
WHEREAS, the parties hereto desire to terminate the Agreement with respect to each Holder set forth on Exhibit A hereto (the Released Holders); and
WHEREAS, Section 11(a) of the Registration Rights Agreement provides that, except as otherwise provided therein, the provisions of the Registration Rights Agreement may be amended, modified or waived only with the prior written consent of the Company and LCP, and, to the extent such amendment adversely affects the rights of GIC under the Registration Rights Agreement, with the written consent of GIC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
1. Effectiveness. This Amendment will become effective upon the due execution and delivery of this Amendment by the Company and LCP.
2. Amendment to Registration Rights Agreement. This Amendment hereby terminates the Registration Rights Agreement solely with respect to each Released Holder.
3. Capitalized Terms. Capitalized terms used without definition herein shall have the meanings ascribed to them in the Registration Rights Agreement.
4. Agreement in Effect. Except as expressly amended by this Amendment, the Registration Rights Agreement shall remain in full force and effect in accordance with its terms.