This COORDINATION AGREEMENT, dated as of [____], 2021 (as amended, restated, modified or supplemented from time to time, this Agreement), is entered into by and among (i) the AEA Investors (as defined below), (ii) the OTPP Investors (as defined below) and (iii) the TCP Investors (as defined below) (collectively, the Sponsors).
A. WHEREAS, TPG Holdings LP, a Delaware limited partnership and the direct parent of Traeger, Inc., a Delaware corporation (the Company), the Sponsors and the other parties named therein (collectively, the Holders) are parties to that certain Amended and Restated Limited Partnership Agreement of the Company, dated as of September 25, 2017 (as amended, restated, modified, or supplemented from time to time, the Limited Partnership Agreement);
B. WHEREAS, the Company is proposing to consummate an initial public offering of shares of its common stock, par value $0.01 (the Common Stock) (the IPO);
C. WHEREAS, the Company, the Sponsors and the other parties named therein are parties to that certain Registration Rights Agreement, dated as of the date hereof (as amended, restated, modified, or supplemented from time to time, the Registration Rights Agreement), establishing and setting forth their agreement with respect to registration rights associated with the ownership of shares of Common Stock of the Company; and
D. WHEREAS, the Sponsors desire to memorialize agreements regarding certain matters, including the coordination of certain sales of Registrable Securities (as such term is defined in the Registration Rights Agreement) following the IPO.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:
Section 1. Effectiveness; Definitions.
1.1. Closing. This Agreement shall become effective upon the closing of the IPO (the Closing). If the Closing does not occur, the provisions of this Agreement shall be without any force or effect.
1.2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in Section 6 hereof, provided, however, that capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.
Section 2. Transfers.
2.1. Registered Transfers. No Sponsor shall Transfer any or all of its Registrable Securities after the Closing in a registered Sale made pursuant to an effective registration statement under the Securities Act, other than in compliance with the Registration Rights Agreement.