Amendment No. 1 to Stockholders Agreement, dated April 30, 2024, by and among Traeger, Inc. and the Stockholders party thereto

This First Amendment (the “First Amendment”) to that certain Stockholders Agreement, entered into on July 28, 2021 (the “Original Stockholders Agreement”), is dated as of April 30, 2024, and entered into by and among (i) Traeger, Inc., a Delaware corporation (the “Issuer”); (ii) AEA Investors Fund VI LP, a Cayman Islands exempted limited partnership (“AEA VI”); (iii) AEA TGP Holdco LP (the “AEA Stockholders”); (iii) 2594868 Ontario Limited (the “OTPP Stockholder”); (iv) TCP Traeger Holdings SPV LLC, a Delaware limited liability company (the “TCP Stockholder”); and (v) any other Person who becomes a party thereto pursuant to Article V thereof (each, such Person, the AEA Stockholder, the OTPP Stockholder and the TCP Stockholder, a “Stockholder” and such Person collectively with the AEA Stockholders, the OTPP Stockholder and the TCP Stockholder, the “Stockholders”).

    WHEREAS, the Issuer and Stockholders entered into the Original Stockholders’ Agreement on July 28, 2021 and now desire to amend it on the terms and conditions set forth herein.

    WHEREAS, Section 3.1 of the Original Stockholders Agreement provides for certain matters that require the consent of the Stockholders pursuant to the terms and conditions described therein.

Section 3.1. Matters Requiring Consent. Notwithstanding anything herein or in the Certificate of Incorporation to the contrary, the Issuer and its Subsidiaries shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the actions set forth below without the prior written consent of (i) the AEA Stockholders, to the extent the AEA Stockholders are entitled to designate two (2) AEA Designees as of the date of such proposed action; (ii) the OTPP Stockholder, to the extent the OTPP Stockholder is entitled to designate two (2) OTPP Designee as of the date of such action; and/or (iii) the TCP Stockholder, to the extent the TCP Stockholder is entitled to designate two (2) TCP Designee as of the date of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the AEA Stockholders, the OTPP Stockholder and the TCP Stockholder, as of the date of such proposed action, is at least thirty percent (30%) of the aggregate number of Shares outstanding immediately following the consummation of the IPO:

(a) increase or decrease the authorized number of Directors constituting the Board or the board of directors of any Subsidiary;

(b) terminate or appoint a Chief Executive Officer of the Issuer;

(c) in respect of the Issuer or any of its significant subsidiaries (as such term is defined under Rule 1-02(w) of Regulation S-X), initiate any voluntary election to wind up, liquidate or dissolve or to commence bankruptcy, insolvency, reorganization or relief proceedings or adopt a plan with respect thereto or admit in writing an inability to pay any indebtedness;

(d) acquire or dispose, or agree to acquire or dispose, of any assets or any business enterprise or division thereof, or invest in or enter into, any joint venture, alliance or other strategic or similar transaction, or agree to invest in or enter into any such transaction, for consideration in excess of two-hundred and fifty million ($250.0 million) in any single transaction or series of related transactions; or

(e) enter into or effect a Change in Control.

2. Miscellaneous

This First Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

This First Amendment may be executed in separate counterparts, each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the day and year first above written.

 

TRAEGER, INC.
By:						/s/ Jeremy Andrus