AGREEMENT, dated as of , 2021 (Agreement) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a Holder, and together, the Holders) and Weber Inc. (Pubco).
WHEREAS, Pubco intends to consummate an initial public offering (the IPO) of its Class A Common Stock, par value $0.001 per share (Class A Common Stock);
WHEREAS, in connection with the IPO, Pubco will become the managing member of Weber HoldCo LLC (the Company) and, pursuant to a reorganization agreement, immediately prior to the IPO, the Holders and the other holders of equity in the Company will receive new units (the LLC Units) in the Company, with the exception of Pubco and its wholly-owned subsidiaries, and an equivalent number of shares of Class B Common Stock, par value $0.00001 per share, of Pubco (the Class B Common Stock, and together with the Class A Common Stock, the Common Stock); and
WHEREAS, the Holders desire to effect an agreement that during any period following the completion of the IPO where the Holders meet the Substantial Ownership Requirement (as defined below), approval by the Holders will be required for certain corporate actions by Pubco and the Holders will have certain information rights with respect to Pubco and certain designation rights with respect to nominees to the Board of Directors (as defined below).
NOW, THEREFORE, the parties hereto agree as follows:
STOCKHOLDER RIGHTS AND RESTRICTIONS
Section 1.01. Approval for Certain Corporate Actions. Until the Substantial Ownership Requirement is no longer met, Pubco shall not permit the occurrence of the following matters relating to Pubco or the Company without first receiving the approval of the Holders holding a majority of the shares of Class B Common Stock held by the Holders as evidenced by a written resolution or consent in lieu thereof:
(a) any transaction or series of related transactions resulting in the merger (or amalgamation), consolidation or sale of all, or substantially all, of the assets of the Company and its subsidiaries or any dissolution, liquidation or reorganization (including filing for bankruptcy) of the Company and its subsidiaries;