SOTERA HEALTH COMPANY
Form of Restricted Stock Agreement and Acknowledgement
This Restricted Stock Agreement and Acknowledgement (this Agreement) is made effective as of , 2020 (the Effective Date), among Sotera Health Company, a Delaware corporation (the Company), Sotera Health Topco Parent, L.P. (the Partnership), and the party set forth on the signature page hereto (the Holder).
WHEREAS, the Holder is a party to that certain Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of June 30, 2020, among Sotera Health GP, LLC (the General Partner), the Holder and the other parties thereto (the Partnership Agreement), and the Holder is a limited partner of the Partnership;
WHEREAS, the Holder holds a number of Class A Units, Class B-1 Units, Class B-2 Units and/or Class D Units (each, as defined in the Partnership Agreement and, collectively, the Units and the Class B-1 Units and Class B-2 Units, collectively, the Class B Units) of the Partnership, as set forth on Schedule A attached hereto, which such Units were issued pursuant to the Partnership Agreement and/or one or more unit grant or subscription agreements;
WHEREAS, effective substantially concurrently with the time of effectiveness (the Effective Time) of the Companys Registration Statement on Form S-1 (the Registration Statement) related to the initial public offering (the IPO) of the Companys common stock, $0.01 par value per share (Common Stock), under the Securities Act of 1933, as amended (the Securities Act), the Partnership will distribute shares of Common Stock to the Holder in accordance with Section 4.01 of the Partnership Agreement with an equivalent value based on the IPO Price (as defined below), subject to the terms and conditions set forth herein (the Distribution);
WHEREAS, following the Distribution, the Partnership shall enter into dissolution and upon completion of the dissolution and winding up of the Partnership, all of Holders Units will be cancelled for no consideration and the Partnership shall cease to exist;
WHEREAS, the Holder, the Company and limited partners of the Partnership will enter into a stockholders agreement (the Stockholders Agreement) which, among other things, sets forth agreements among the parties thereto with respect to certain corporate governance matters and restrictions on the transfer of shares of Common Stock by Management Stockholders.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: