Table of Contents

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549_________________________

FORM 10-K _________________________

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2021

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ___________

Commission File Number: 001-40702_________________________

Weber Inc.(Exact name of registrant as specified in its charter)

_________________________DE

(State or other jurisdiction ofincorporation or organization)

61-1999408(I.R.S. Employer

Identification No.)1415 S. Roselle Road

Palatine, Illinois(Address of principal executive offices)

60067(Zip Code)

(847) 934-5700(Registrant’s telephone number, including area code)

_________________________Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading

Symbol(s) Name of each exchange on which registeredClass A Common Stock, par value $0.001 per share WEBR New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o Yes x NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o

Non-accelerated filer x Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. oIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o Yes x NoIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x NoShares of Class A Common Stock outstanding as of November 30, 2021 – 52,533,388 sharesShares of Class B Common Stock outstanding as of November 30, 2021 – 234,645,219 sharesPortions of the Weber Inc. 2022 definitive Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days after September 30, 2021, are incorporated byreference in Part III of this Form 10-K.

Table of Contents

Weber Inc.

TABLE OF CONTENTSPage

Part IItem 1. Business 4Item 1A. Risk Factors 9Item 1B. Unresolved Staff Comments 40Item 2. Properties 40Item 3. Legal Proceedings 40Item 4. Mine Safety Disclosures 40

Part IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 41Item 6. [Reserved] 42Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 42Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60Item 8. Financial Statements and Supplementary Data 62Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 114Item 9A. Controls and Procedures 114Item 9B. Other Information 115

Part IIIItem 10. Directors, Executive Officers and Corporate Governance 116Item 11. Executive Compensation 116Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters 116Item 13. Certain Relationships and Related Transactions, and Director Independence 116Item 14. Principal Accounting Fees and Services 116

Part IVItem 15. Exhibits, Financial Statement Schedules 117Item 16. Form 10-K Summary 118

Signatures 119

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in the sections titled “Quantitative and Qualitative Disclosures About Market Risk” and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” and in other sections of this Annual Report on Form 10-K that are forward-looking statements. Insome cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,”“estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which aresubject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies andanticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are importantfactors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance orachievements expressed or implied by the forward-looking statements, including those factors discussed in the section titled “Risk Factors” in this Annual Reporton Form 10-K.

Our future results could be affected by a variety of other factors, including uncertainty of the magnitude, duration, geographic reach, impact on the globaleconomy and current and potential travel restrictions of the COVID-19 outbreak, the current, and uncertain future, impact of the COVID-19 outbreak on ourbusiness, growth, reputation, prospects, financial condition, operating results (including components of our financial results), and cash flows and liquidity, risksrelating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financialcondition, losses and future prospects, the ability to realize the anticipated benefits and synergies from business acquisitions in the amounts and at the timesexpected, the impact of competitive conditions, the effectiveness of pricing, advertising, and promotional programs; the success of innovation, renovation and newproduct introductions; the recoverability of the carrying value of goodwill and other intangibles, the success of productivity improvements and business transitions,commodity and energy prices, transportation costs, labor costs, disruptions or inefficiencies in supply chain, the availability of and interest rates on short-term andlong-term financing, the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses, and other general andadministrative costs, changes in consumer behavior and preferences, the effect of U.S. and foreign economic conditions on items such as interest rates, statutory taxrates, currency conversion and availability, legal and regulatory factors including the impact of any product recalls; and business disruption or other losses fromwar, pandemic, terrorist acts or political unrest.

The risk factors discussed in “Risk Factors” in this Annual Report on Form 10-K could cause our results to differ materially from those expressed in theforward-looking statements made in this Annual Report on Form 10-K. There also may be other risks that are currently unknown to us or that we are unable topredict at this time.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity,performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements speak only as of the date they were made, and we are under no duty to update any of these forward-lookingstatements after the date of this Annual Report on Form 10-K to conform our prior statements to actual results or revised expectations.

3

Table of Contents

PART I

Item 1. Business

Our Company

Weber Inc. (“Weber,” “Company,” “we,” and “our”), together with its affiliates, is the leading outdoor cooking company in the global outdoor cookingmarket. Our founder George Stephen, Sr., established the outdoor cooking category when he invented the original charcoal grill nearly 70 years ago. In the decadessince, we have built a loyal and global following of both grilling enthusiasts and barbeque professionals in backyards all around the world. Our product portfolioincludes traditional charcoal grills, gas grills, smokers, pellet and electric grills and recently our Weber Connect™ technology-enabled grills. Our full range ofproducts are sold in 78 countries.

We completed our initial public offering (“IPO”) in August 2021 and our common stock is listed on the New York Stock Exchange (the “NYSE”) underthe symbol “WEBR.”

We operate in the global outdoor cooking market, which is comprised of outdoor products that include gas grills, charcoal grills, wood pellet grills,electric grills, smokers, grilling accessories, and solid fuel products (including charcoal briquettes, lump charcoal, pellets, and wood chips and chunks). Ourmission at Weber is to lead the outdoor cooking industry by innovating breakthrough new products and services that enhance our global consumers’ grillingexperiences. Our purpose is to ignite inspiration and discovery through everything we do, at every touchpoint with our consumers. Grilling is about makingdelicious food, bringing people together and creating memories. Weber is an experience, a passion, a way of life and a journey to discover what grilling can be.

Our Products

We manufacture premium outdoor cooking products, accessories, consumables and services designed to provide a customized outdoor cookingexperience. Our current product portfolio includes grills (gas, charcoal, electric, pellet, and smokers) and accessories, consumables and services.

Grills

Gasgrills. We are the market leader in Gas grills. Our gas grill product sub-category is comprised of our Genesis series, Spirit series, Q series, Summit®series, and recently launched Weber Traveler series. Our gas grills feature our stainless steel Flavorizer bars and porcelain-enameled coating and Weber Connect isavailable in our Genesis and Spirit grills.

Charcoalgrills. We have continued to expand our Charcoal product line, from the Original Kettle series to include the Master Touch, Performer, SummitKamado, Ranch, and Smokey Joe and Go-Anywhere portable series. Our Charcoal grills come in a variety of sizes and colors and offer features such as highcapacity ash catchers, glass-reinforced nylon handles, porcelain-enameled bowls and lids and aluminized steel One-Touch cleaning system.

Electricgrills. Our portfolio of outdoor Electric grills has a strong position internationally. Our electric product sub-category features our Q and PulseSeries grills with differentiated features such as porcelain-enameled cast-iron cooking grates, cast aluminum lid and body and our Weber Connect Smart GrillingHub.

Smokers. Our Smoker product sub-category features our Smokey Mountain Cooker Series, which includes features such as a porcelain-enameled lid, bowland center section; two cooking grates and a removable fuel door.

Pelletgrills. In 2020, we launched our SmokeFire Series in the Pellet sub-category. SmokeFire has a wide temperature range that allows consumers tosear and smoke. SmokeFire features our Weber Connect smart grilling technology, our stainless steel Flavorizer bars and porcelain-enameled coating.

Accessories, Consumables and Services

Accessories, consumables and services are a core component of our product offering that represent a high margin, year-round recurring revenue streambetween grill purchases. We offer connected devices with our Weber Connect Smart Grilling Hub, serving accessories, grill care, Weber branded merchandise,grilling guide and recipe books, and Weber branded fuel. We also offer services in select geographies such as delivery, assembly and grilling classes.

Sales Channels

We sell our products through an omni-channel network that consists of wholesale, direct-to-consumer (“DTC”) and e-commerce.

4

Table of Contents

Wholesale.We develop and maintain relationships with our global and international retailers and independent and specialty dealers by offering them anattractive combination of category validation, marketing and merchandising support, and rapid inventory turns. Our wholesale network is supported by our directsales organization covering all channels of distribution. We have established relationships with leading global and international retailers who expand our reach andoffer our consumers a broader range of our products. We also sell our products to approximately 2,300 independent retailers (barbecue and grilling stores,hardware stores, outdoor and recreation stores, and farm and ranch supply stores, etc.).

DTC. We sell our products directly to consumers through Weber.com, our 193 Weber branded retail stores and Grill Academy sites. We relaunched ourwebsite in 2021 and implemented a new digital customer service experience. Consumers can now browse and purchase the entire Weber portfolio with curatedsearch functionality on Weber.com, buy products exclusive to our site, and receive direct financing through a third-party provider. We partner with local operatorswho fund and operate Weber branded retail locations and Grill Academy sites under strict Weber guidelines.

E-commerce. We have a strong presence in the e-commerce channel and a dedicated digital commerce team to drive penetration and growth within theonline platforms of our global, multi-national and European retailers, as well as digitally native retailers such as Amazon and Wayfair.

During fiscal year 2021, two customers in the Americas segment accounted for 14% and 10% of Net Sales and for 20% and 13% of accounts receivable.During fiscal year 2020, two customers in the Americas segment accounted for 16% and 11% of Net Sales and for 19% and 8% of accounts receivable. Duringfiscal year 2019, two customers in the Americas segment accounted for 14% and 13% of Net Sales and for 11% and 4% of accounts receivable.

Marketing and Consumer Engagement

We execute a wide range of marketing tactics. We develop and selectively use advertising to showcase our brand and new product launches during thekey grilling seasons around the world. Our advertising appears in online display and connected and online TV, such as YouTube. We work with high-profile food,lifestyle, and barbecue influencers worldwide as extensions of our brand and we use social media to further cultivate our Weber community and amplify thepassion for our brand and products. We collect consumer data from a wide range of sources, including our connected devices, Weber apps, purchases onWeber.com, owner warranty registrations and Grill Academy classes, to tailor our marketing, offers and programs.

We collaborate with our retail partners to deliver an engaging and compelling Weber brand experience through custom fixtures, signage and productdisplays. We also partner with many of our customers, globally, to create an omni-channel experience linking category leading digital content with in-storedisplays.

Our “Grill Masters”—a global team of Weber culinary experts with a deep expertise in grilling techniques and Weber products—participate in more than200 events annually, doing in-person experiential events and virtual cooking demonstrations while also showcasing our products. In addition, we have a mobilegrilling academy that does pop-up events at Do-It-Yourself and independent retailers across North America.

Product Innovation and Development

Consumers are at the center of our product innovation and development process. In recent years, we have significantly increased investment in productinnovation and development to bring innovation to our existing product portfolio and facilitate entry into new product categories based on data driven consumerinsight. Our product innovation and development team develops new products and enhances our existing product portfolio with an unwavering focus on improvingconsumers’ grilling experiences, encouraging them to grill more often and with more confidence. In 2021, we acquired June Life Inc., which augmented oursoftware and hardware engineering capabilities.

In 2020, we introduced our new connected device platform, Weber Connect™ powered by June OS. This precision grilling technology was first madeavailable as the stand-alone Smart Grilling Hub, and as an integrated feature in our SmokeFire wood pellet grill. Today, Weber Connect is also available in ourGenesis gas grill, Spirit gas grill and Pulse electric grill.

Manufacturing and Distribution

We are the only major grill company that maintains a significant U.S.-based manufacturing footprint and the majority of our U.S. sold grills are producedin our facility in Huntley, Illinois. We have a long standing history with a diversified set of suppliers, mainly within the U.S. and Asia, who send component partsto Huntley for finished grill manufacturing. In addition to our U.S. manufacturing, we maintain long-standing relationships with three major grill manufacturers inChina who provide us with flexibility and redundancy across our major project lines. All of our partners

5

Table of Contents

operate according to our strict quality standards and in accordance with our supplier code of conduct. We enforce stringent product quality standards over our ownmanufacturing and that of our manufacturing partners.

In October 2021, we opened our first European-based manufacturing and distribution hub in Zabrze, Poland. This new location manufactures anddistributes key product lines for the EMEA market. The strategic location of this facility will increase our manufacturing capacity, deliver working capitalefficiencies, improve demand responsiveness in EMEA, reduce manufacturing and transportation costs and further diversify our global manufacturing footprint.

Our Global Distribution Center in Huntley, Illinois serves as a central hub for shipments to our North American retail customers and plays a key role inour global hub and spoke distribution model. Globally, we occupy 22 distribution facilities, maintaining a hub and spoke approach to distribution. We usedistribution partners to serve markets in EMEA and APAC to strengthen our network. This hybrid model allows us to control distribution of our product in marketswhere it is economically viable. We manage inventory through a disciplined, global sales and operations planning process that manages demand and supplydynamics in real-time.

Raw Materials

The primary raw materials used in our manufacturing facilities as well as those of our suppliers include aluminum, carbon steel, stainless steel,polypropylene and nylon. Many of these materials are available globally from multiple suppliers. In some cases, we will specify certain suppliers for key rawmaterials or components in order to maintain our quality standards.

Competition

We compete in the large global outdoor cooking market. Competition in our markets is based on a number of factors including product quality,performance, durability, features and price, as well as brand image and recognition. Weber is the only outdoor cooking brand with significant global scale,operating a vertically integrated manufacturing platform with an omni-channel distribution network. As the largest global grilling brand, we compete against avariety of well-known and emerging brands based on fuel type and geography. While no other company offers the breadth of our product offering, our competitors,in certain categories, include Big Green Egg, Broil King, Campingaz, Char-Broil, Landmann, Napoleon, Nexgrill, Pit Boss, Traeger and Ziegler & Brown.

Intellectual Property

We rely on a combination of patent, trademark, trade secret, copyright and other intellectual property laws in the U.S. and similar laws in otherjurisdictions, as well as confidentiality procedures, cybersecurity practices and contractual provisions and restrictions, to establish, maintain and protect theintellectual property and proprietary rights and our products and technology. As of September 30, 2021, we held approximately 193 issued U.S. patents, 722 issuedforeign patents and 311 pending patent applications worldwide relating to our products, as well as approximately 66 registered U.S. trademarks, 448 registeredforeign trademarks and 88 pending trademark applications worldwide covering our brands and products. In addition to the intellectual property rights that we own,we license certain technologies and intellectual property rights from third parties, some of which are incorporated into our products.

We have implemented an online marketplace monitoring and seller/listing termination program to disrupt any counterfeit or infringing offerings. Wecollaborate with Amazon and other online marketplaces to operate such termination programs.

Seasonality

Although we generally have demand for our products throughout the year, our sales have historically experienced some seasonality. We have typicallyexperienced our highest level of sales of our products in the second and third fiscal quarters as retailers across North America and Europe changeover their floorsets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during our first and fourth fiscal quarters, with theexception of our Australia/New Zealand business which is counter seasonal to the balance of our business. We have a long track record of investing in our businessthroughout the year, including in operating expenses, working capital, and other growth initiatives. While these investments drive performance during the primaryselling season in our second and third fiscal quarters, they generally have a negative impact on cash flow and net income during our first and fourth fiscal quarters.Unfavorable weather during our higher sales season can also have a material adverse impact on our results, and can cause shifts in sales across fiscal quarters. Afew examples are colder, wetter weather patterns during the key second and third fiscal quarters in North America and Europe, or drought conditions leading towildfires similar to what we experienced in Australia in early fiscal year 2020.

Human Capital Resources

6

Table of Contents

As of September 30, 2021, we had approximately 2,534 full-time employees, including 1,406 in global operations and supply chain, nearly 423 in salesand marketing, and the remaining headcount support various business functions around the world. Of all of our full-time employees, 1,680 are located in the U.S.and 854 are located internationally. Approximately 26% of our employees are covered by collective labor agreements, all three of which were renewed in 2021.We have not experienced any significant union-related work stoppages over the last ten years.

EmployeeDevelopment. As part of our human capital resource objectives, we seek to attract, retain, develop and reward our employees through a varietyof mechanisms. We build upon Weber’s objectives by seeking to attract, retain, develop and reward behaviors to ensure our long-term sustainability as a company.We continue to advance our efforts to develop a performance culture by strengthening performance management processes through management training and thedevelopment and implementation of consistent documentation and methodologies designed to ensure a robust process for all employees. We schedule performancediscussions for all employees each year and establish clearly defined goals and incentive programs to drive employee performance in alignment with our overallbusiness objectives. In addition, we have implemented a coordinated approach in managing our overall compensation structure and regularly conduct fullevaluations of our compensation and incentive programs to ensure we are competitive in these areas. We monitor our performance by measuring numerouselements relating to our human capital management efforts, including, but not limited to, employee turnover, time to fill open roles and general diversity statistics.

Diversity,EquityandInclusion("DE&I"). Weber is focused on recruiting and retaining diverse employees, creating awareness of diversity issues,fostering a supportive, positive environment where inclusive behaviors are the norm, and embedding accountability for diversity throughout the organization. Ourgoal is to reflect the diversity of our consumers throughout our Company. We have taken action to make progress on our DE&I journey, and we are firmlycommitted to continuing to advance our DE&I priorities. In 2020, we increased our focus on DE&I by creating a Corporate Vision Statement "Together It'sPossible" and retaining a Head of DE&I to focus the Company on achieving these goals. Our focus on equity, diversity and inclusion enables us to build a culturewhere employees are inspired to share their passion, talents and ideas. Our four Employee Resource Groups, which include Weber Pride, Women of Weber, WeberAfrican Ancestry Network and Weber Hispanic & Latino Heritage Network, also play a critical role in attracting diverse talent, providing mentoring and careerdevelopment opportunities, delivering commercial business insights and connecting people to the Company and the communities where we do business.

EmployeeEngagement. We communicate frequently and transparently with our employees through a variety of engagement vehicles, including a globalannual Employee Engagement Survey. This survey provides tools to leaders and employees to drive improvements globally.

Market-BasedCompensation. We provide a market-based competitive compensation through our salary, annual incentive and long-term incentiveprograms, and a robust benefits package that promotes employee well-being across all aspects of their lives, including physical, financial, social and emotionalwell-being. Weber offers a comprehensive retiree medical plan for those who meet eligibility requirements. In addition, we provide a 401(k) plan for eligibleemployees in the U.S.

HealthandWellness. Creating a culture where all colleagues feel supported and valued is paramount to our corporate mission. The COVID-19 pandemicled to unique challenges and we are striving to ensure the health, safety and general well-being of our colleagues. We continue to evolve our programs to meet ourcolleagues’ health and wellness needs, which we believe is essential to attract and retain employees of the highest caliber, and we offer a competitive benefitspackage focused on fostering work/life integration. Our Wellness Committee in the U.S. provides resources and initiatives to emphasize these priorities.

CompanyEthics. The Company has processes in place for compliance with the Code of Business Conduct and Ethics for Weber employees, requiringemployees to disclose actual or potential conflicts of interest, report actual or potential violations of the law, rules, regulations, ethics or the Code policy andacknowledge their obligation to comply with the applicable code. Ethics are deeply embedded in our values and business processes. Respect and Responsibility is acore Company value and is the anchor for our Code of Business Conduct. The Company regularly re-enforces our commitment to ethics and integrity in employeecommunications, in our everyday actions and through our processes. In addition, the Company provides targeted training across the globe during the course of theof the year. The Company also maintains an ethics related hotline, managed by a third party, through which individuals can anonymously raise concerns or askquestions about business behavior.

Government Regulations

We are subject to many varying laws and regulations in the U.S., the European Union, the United Kingdom, and throughout the world, including thoserelated to privacy, data protection, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, health andsafety, employment and labor, product

7

Table of Contents

liability, accessibility, competition, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in amanner that could harm our current or future business and operations. In addition, it is possible that certain governments may seek to block or limit our productsand services or otherwise impose other restrictions that may affect the accessibility or usability of any or all of our products and services for an extended period oftime or indefinitely.

We are also subject to laws regulating consumer products in the jurisdictions in which we sell our products. In the United States for instance, certain ofour products are subject to the U.S. Consumer Product Safety Act, under which the U.S. Consumer Product Safety Commission may exclude products from themarket that are found to be unsafe or hazardous, require repair, replacement or refund of products, impose fines for noncompliance with requirements and imposefines for failure to timely notify them of potential safety hazards.

Environmental Matters

Our properties and operations are subject to a number of environmental, health and safety laws and regulations in each of the jurisdictions in which weoperate. These laws and regulations govern, among other things, air emissions, water discharges, handling and disposal of solid and hazardous substances andwastes, soil and groundwater contamination, employee health and safety and the chemical content of products. Under certain of these laws and regulations, we maybe subject to joint and several liability for environmental investigations and cleanups, including at properties that we currently or previously owned or operated, orat sites at which waste we generated was disposed, even if the contamination was not caused by us or was legal at the time it occurred. We are not a party to anymaterial proceedings arising under these regulations. We believe that compliance with existing environmental laws and regulations will not materially affect ourconsolidated financial condition or our competitive position.

Available Information

Our reports filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) and 15(d) of the Securities ExchangeAct of 1934, as amended ("the Exchange Act"), are available, free of charge, on our Investor Relations website at https://investors.weber.com as soon as reasonablypracticable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site (www.sec.gov) that contains all of thedocuments we file with the SEC.

Information about our Executive Officers

Set forth below is certain biographical and other information regarding our executive officers as of the date of this report:

Name Age PositionChris M. Scherzinger 52 Chief Executive Officer and DirectorHans-Jürgen Herr 59 President Emeritus & EVP-Growth Projects, EMEAWilliam J. Horton 54 Chief Financial OfficerMichael G. Jacobs 51 Chief Operations OfficerMary A. Sagripanti 56 Chief Marketing OfficerTroy J. Shay 47 CEO of 1952 Ventures and Chief Growth OfficerBeau Warren 45 President of Weber AmericasSteffen Hahn 44 President of Weber EMEA

Chris M. Scherzinger has served as Chief Executive Officer and a Director of the Company and previously Weber-Stephen Products LLC since April2018. Mr. Scherzinger held a variety of executive leadership roles at Jarden Corporation and its 2016 acquisitor Newell Brands from 2008 to 2018, includingPresident and CEO of the Appliances & Cookware operating unit in Newell Brands from 2016 to 2018, President and CEO of Jarden Branded Consumables from2014 to 2016, President and CEO of Jarden Leisure & Entertainment from 2012 to 2014 and President of Jarden Home Brands from 2008 to 2012. Mr. Scherzingerheld general management and marketing leadership roles at Johnson & Johnson from 2003 to 2008, marketing leadership roles at Johnson Outdoors (S.C. Johnson)from 2001 to 2003, marketing leadership roles at Procter & Gamble from 1995 to 2001, and manufacturing management roles at General Electric from 1991 to1993. Mr. Scherzinger graduated from the University of Notre Dame in 1991 with a BS in Mechanical Engineering, and later earned an MBA from NorthwesternUniversity’s Kellogg School of Management in 1995.

Hans-Jürgen Herr has served as the President Emeritus and Executive Vice President of Growth Projects, EMEA since December 1, 2021. Prior to this,he served as President - EMEA of the Company and previously Weber-

8

Table of Contents

Stephen Products LLC since November 2012. Mr. Herr previously served as Vice President, Central of Weber-Stephen Products LLC from 2008 to 2012 and as itsGeneral Manager, Germany from 2004 to 2008. Mr. Herr also serves as Managing Director, President or Director for numerous subsidiaries of Weber-StephenProducts LLC in the EMEA region. Mr. Herr graduated as a wholesale and foreign trade merchant from the Wirtschaftsgymnasium/Handelslehranstalt in Rastatt,Germany in 1982 and as a business economist in commerce from the Chamber of Industry and Commerce in Karlsruhe, Germany in 1987.

William J. Horton has served as Chief Financial Officer of the Company and previously Weber-Stephen Products LLC since June 2018. Prior to joiningWeber, Mr. Horton served as Division CFO for a number of Business Units within Jarden Corporation, prior to its merger with Newell Rubbermaid, from 2009 to2016. After the acquisition, under Newell Brands, Mr. Horton was CFO of the company’s largest Division, Rubbermaid Commercial Products, from 2016 to 2018.Mr. Horton achieved the rank of Captain in the United States Air Force, serving from 1989 to 1994 at Wright-Patterson Air Force Base in Dayton, Ohio. Mr.Horton has served as a Director of Rather Outdoors since February 2020. Mr. Horton received a BA in Mathematics from Miami University in 1989, and an MBAin Finance from Wright State University in 1994.

Michael G. Jacobs has served as Chief Operating Officer of the Company since November 18, 2021. Prior to his promotion, Mr. Jacobs served as ChiefSupply Chain Officer of the Company and previously Weber-Stephen Products LLC since September 2020. Mr. Jacobs’ previous roles at Weber include ExecutiveVice-President, Supply Chain & Operations from September 2018, Senior Vice President, Supply Chain from February 2016; and Vice President, Purchasing from2014. Mr. Jacobs received a BA in Economics from Valparaiso University in 1992 and an MBA from Loyola University in 1994.

Mary A. Sagripanti has served as Chief Marketing Officer of the Company and previously Weber-Stephen Products LLC since February 2021. Ms.Sagripanti previously served as Global Head of Marketing, Growth and Customer Engagement, Fire TV at Amazon from 2019 to 2021 and as General Manager,Global Product Development, Fulfillment Services at Amazon from 2016 to 2019. Ms. Sagripanti received a BA from the University of Notre Dame in 1987 andan MBA with concentrations in Marketing and Finance from the Stephen M. Ross School of Business at the University of Michigan in 1997.

Troy J. Shay has served as Chief Executive Officer of 1952 Ventures LLC, a newly created subsidiary which is designed to house new growth platformsfor the Company, and Chief Growth Officer of the Company since December 1, 2021. Prior to this, he served as President and Chief Commercial Officer of theCompany and previously Weber-Stephen Products LLC since July 2018. Prior to joining Weber, Mr. Shay served as President and Chief Customer Officer for theAppliance & Cookware division of Newell Brands from 2017 to 2018 and President of the U.S. business of Moen, Incorporated from 2016 to 2017. Before that,Mr. Shay was President of Jarden Home Brands, a division of Jarden Corporation, where he spent nine years holding a progression of sales, marketing and generalmanagement positions. Mr. Shay received a B.S. in Business Administration & Marketing from the University of Illinois, Urbana-Champaign in 1997 and an MBAwith High Distinction from the University of Michigan’s Stephen M. Ross School of Business in 2013.

Beau Warren has served as President of Weber Americas since December 1, 2021. Prior to this, he served as Senior Vice President and General Managerof the U.S. Business of the Company and previously Weber-Stephen Products LLC since February 2019. Prior to joining the Company, Mr. Warren served as VicePresident, Digital Commerce and Strategic Capabilities for Moen, Incorporated from 2015 to 2019. Mr. Warren received a BS in Mechanical Engineering from theUnited States Naval Academy in 1998 and an MBA with High Distinction from the Wharton School in 2006.

Steffen Hahn, PhD has served as President of Weber EMEA since December 1, 2021. Prior to this, he served as Senior Vice President - EMEACommercial for the Company and previously Weber-Stephen Products LLC since March 2020. Prior to this, Dr. Hahn served as a management consultant atMcKinsey & Company from 2013. Dr. Hahn received an M.Sc. in Production Management from Chalmers University of Technology in 2000, a Dipl.-Ing inIndustrial Engineering from Technical University of Berlin in 2003, and a PhD in Consumer Behavior from University of St. Gallen, Switzerland in 2012.

Item 1A. Risk Factors

In addition to the other information included in this Annual Report on Form 10-K and in our other filings with the SEC, the following risk factors shouldbe considered in evaluating our business and future prospects. These risk factors represent what we believe to be the known material risk factors with respect to usand our business. Our business, operating results, cash flows and financial condition are subject to these risks and uncertainties, any of which could cause actualresults to vary materially from recent results or from anticipated future results.

9

Table of Contents

These risks are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial alsomay materially and adversely affect our business, financial condition, or results of operations.

Some of the more significant challenges and risks we face include the following:• maintaining and strengthening our brand to generate and maintain ongoing demand for our products;• our ability to execute our business objectives and growth strategies successfully, including our efforts to expand into new markets, or sustain our

growth;• the high degree of competition in the markets in which we operate;• the impacts of both extreme weather events and unusual or poor weather patterns;• seasonal and quarterly variations in our operating results;• the sensitivity of our operating results to general economic conditions and levels of consumer discretionary spending;• our reliance on information technology systems and proprietary software;• our exposure to numerous international business risks due to our reliance on foreign suppliers and our global presence in international markets;• our reliance on our own internal network of manufacturing and distribution facilities, including a small number of key geographical locations that

constitute our principal manufacturing and distribution centers;• disruptions in our supply chain and manufacturing and distribution channels;• the impacts of tariffs and exchange rate fluctuations;• fluctuations in the cost and availability of raw materials, equipment, labor, and transportation; and• a significant portion of our sales are to large, multi-national retail partners and our business could be harmed if these retail partners cease to carry our

current products, choose not to carry new products that we develop or cease operations altogether.

Our business depends on maintaining and strengthening our brand, as well as our reputation as a producer of high-quality goods, to maintain and generateongoing demand for our products, and any harm to our brand could result in a significant reduction in such demand which could materially adversely affectour results of operations.

The “Weber” name and premium brand image are integral to the growth of our business, as well as to the implementation of our strategies for expandingour business. Our success depends on the value and reputation of our brand, which, in turn, depends on factors such as the quality, design, performance,functionality and durability of our products, the image of our e-commerce platform and retail partner floor spaces, our communication activities, includingadvertising, social media and public relations, and our management of the customer experience, including direct interfaces through customer service. Maintaining,promoting, and positioning our brand are important to expanding our customer base and will depend largely on the success of our marketing and merchandisingefforts and our ability to provide consistent, high-quality consumer experiences. We intend to continue making substantial investments in these areas in order tomaintain and enhance our brand, and such investments may not be successful. We have previously marketed our products, in part, by associating our brand andproducts with activities rooted in passion for grilling and outdoor cooking. To sustain long-term growth, we must continue to successfully promote our products toconsumers who identify with or engage in these activities, as well as to individuals who simply value products of outstanding quality and design.

Ineffective marketing, negative publicity, product diversion to unauthorized distribution channels, product or manufacturing defects, counterfeit products,unfair labor practices, failure to protect the intellectual property rights in our brand and detrimental acts by third parties, including those who have obtainedlicenses to use the “Weber” name and trademarks in various capacities, including certain food products and food service companies, are potential threats to thestrength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us. Additionally, the growing use of social mediaincreases the speed with which information and opinions can be shared and the speed with which a company’s reputation can be affected. If we fail to correct ormitigate misinformation or negative information, including information spread through social media or traditional media channels, about us, the products we offer,our customer experience, or any aspect of our brand, our business, sales and results of operations could be adversely impacted. Maintaining and enhancing ourbrand image in our current key markets, including the United States, Germany, Canada, Australia, the United Kingdom and France, and in new markets where wehave limited brand recognition is important to expanding our customer base. If we are unable to maintain or enhance our brand in current or new markets, or if wefail to continue to successfully market and sell our products to our existing customers or expand our customer base, our growth strategy and results of operationscould be harmed.

10

Table of Contents

Additionally, independent third parties and consumers often review our products as well as those of our competitors. Perceptions of our offerings in themarketplace may be significantly influenced by these reviews, which are disseminated via various media, including the internet. If reviews of our products arenegative, or less positive as compared to those of our competitors, our brand may be adversely affected and our results of operations materially harmed.

Our ability to understand consumers’ preferences and to timely identify, develop, manufacture, market and sell products that meet customer demand couldsignificantly affect our business.

Our success is, in part, dependent on anticipating and appropriately reacting to changes in consumer preferences, including the shifting of consumerpurchasing practices towards e-commerce, direct-to-consumer and other channels. Our success is also dependent on successful new product developmentundertaken in response to such changes, including in the outdoor cooking product space (e.g., our introduction of pellet cookers) and the digital space (e.g., ourrecent acquisition of June Life, a producer of smart ovens and developer of related software), as well related product launches and relaunches. Additionally, oursuccess depends on consumers’ preferences regarding dining at home and consuming certain foods, including proteins. Our future results and our ability tomaintain or improve our competitive position will depend on our capacity to gauge the direction of our key product categories and geographic regions, and ourability to successfully identify, develop, manufacture, market, and sell new or improved products to address these changing environments. If we are unable totimely identify and respond to changes in consumer preferences, or if our competitors are able to do so before us, our business may be materially adverselyaffected.

Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products and manage product inventory in aneffective and efficient manner.

To ensure adequate inventory supply, we must forecast inventory needs and place orders with our manufacturers before firm orders are placed by ourcustomers. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of product to deliver to our customers.Factors that could affect our ability to accurately forecast demand for our products include: (a) an increase or decrease in consumer demand for our products; (b) afailure to accurately forecast consumer acceptance for our new products; (c) product introductions by competitors; (d) unanticipated changes in general marketconditions or other factors, which may result in cancellations of advance orders or a reduction or increase in the rate of reorders or at-once orders placed byretailers; (e) the impact on consumer demand due to unseasonable weather conditions; (f) weakening of economic conditions or consumer confidence in futureeconomic conditions, which could reduce demand for discretionary items, such as our products; (g) the uncertainties and logistical challenges that accompanyoperations on a global scale; and (h) terrorism or acts of war, or the threat thereof, or political or labor instability or unrest, civil unrest, riots or insurrections,public health crises such as the current COVID-19 pandemic (or other future pandemics or epidemics), including the severity and transmission rates of newvariants, which could adversely affect consumer confidence and spending or interrupt production and distribution of product and raw materials.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs, and the sale of excess inventory at discounted prices orin less preferred distribution channels, which could impair our brand image and harm our gross margin. In addition, if we underestimate the demand for ourproducts, our contract manufacturers or our manufacturing plants may not be able to produce products to meet our customer requirements, and this could result indelays in the shipment of our products, therefore impacting our ability to recognize revenue, generate lost sales, and cause damage to our reputation andrelationships with our consumers, retailers and distributors.

Challenges in forecasting demand, which we have encountered during the COVID-19 pandemic, can also make it difficult to estimate future results ofoperations and financial condition from period to period. A failure to accurately predict the level of demand for our products or manage product inventory in aneffective and efficient manner could adversely impact our profitability or cause us not to achieve our expected financial results.

We may be unable to execute our business objectives and growth strategies successfully or sustain our growth, and as a result, our operating results may beadversely affected.

The highly competitive nature of our industry requires that we effectively execute and manage our business objectives and growth strategies. However,we may not be able to execute on these strategies as effectively as anticipated. Our ability to execute on these strategies depends on a number of factors, including,without limitation:

• whether we have adequate capital resources to expand our product offerings or manufacturing capacity, and to build out our digital and dataecosystem and capabilities globally;

• our ability to hire, train and retain skilled managers and personnel, including highly in-demand information technology professionals, product andsoftware engineers and marketing and commercial specialists;

11

Table of Contents

• our ability to successfully increase our market share globally and expand into additional international markets, including certain markets in EMEA,Asia-Pacific, and Latin America, and manage the challenges associated therewith;

• our ability to manage the financial and operational aspects of our Weber Stores and Weber Grill Academy growth strategy, including local retailoperations;

• our ability to successfully increase sales through our direct-to-consumer channels, which depends, in part, on our ability to develop strong e-commerce initiatives with content-rich and user-friendly websites and digital experiences that may be country and region-specific, and that complywith all applicable laws in those respective countries and regions; and

• our ability to continue to upgrade and maintain our information systems, technology architecture, and other operating systems, to make safe andeffective use of the data we collect through these systems to offer better products and services to our customers.

Our existing products and operating locations may not maintain their current levels of sales and profitability, and our growth strategies may not generatesales levels necessary to achieve profitability that is comparable to that of our existing products and locations. To the extent we are unable to execute on our growthstrategies in accordance with our expectations, our sales growth would come primarily from the organic growth of existing product and service offerings.

The markets in which we compete are highly competitive, subject to pricing pressure and include numerous other brands and retailers that offer a wide varietyof competitive products; if we fail to compete effectively, we could lose our market position.

The markets in which we compete are highly competitive. Numerous other brands and retailers offer a wide variety of products that compete with ourgrills and grilling accessories. Competition in these product markets is based on a number of factors including product quality, performance, durability, styling,brand image and recognition, and price. We believe that we have been able to compete successfully on the basis of our brand, superior design capabilities, productquality and durability, and innovative new product development, as well as on the breadth of our distribution channels, including independent specialty dealers,hardware and home improvement retailers, national and regional chains, online retailers and our growing direct-to-consumer channels. Our competitors may beable to develop and market higher-quality products that compete with our products, sell their products for lower prices, adapt to changes in consumers’ needs andpreferences more quickly, devote greater resources to the design, sourcing, distribution, marketing, and sale of their products, or generate greater brand recognitionthan us. In addition, as we expand into new product categories, we have faced, and will continue to face, different and, in some cases, more formidablecompetition. Some of our competitors and potential competitors have significant competitive advantages, including lower price points or stronger reputations inniche areas, more established relationships with a larger number of suppliers and manufacturing partners, greater brand recognition, more effective brandambassador and endorsement relationships, greater financial strength, larger research and development teams, significant intellectual property portfolios, largermarketing budgets or more distribution and other resources than we do. Some of our competitors may aggressively discount their products or offer other attractivesales terms in order to gain market share, which could result in pricing pressures, reduced profit margins, or lost market share. Further, consolidation in the retailindustry and changes in consumer preferences are factors which may exert additional pressure on pricing in the markets in which we compete. If we are not able toovercome these potential competitive challenges, effectively market our current and future products, and compete effectively against our current or potentialcompetitors, our prospects, results of operations, and financial condition could be harmed.

If our trademarks and trade names are not adequately protected, maintained and enforced, we may not be able to build and maintain name recognition in ourmarkets of interest and our competitive position may be harmed.

Our applications for registration of trademarks in the U.S. and other countries may not be allowed for registration in a timely fashion or at all, and we maynot be successful in the maintenance and enforcement of our existing registered trademarks. In addition, the registered or unregistered trademarks or trade namesthat we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of third-party marks. Further,opposition or cancellation proceedings may in the future be filed against our trademark applications and registrations, and our trademarks may not survive suchproceedings. In the event that our trademarks are subject to challenges, determinations or oppositions, or if our trademarks are otherwise infringed or diluted, wemay not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition.

Third parties have filed, and may in the future file, for registration of trademarks similar or identical to our trademarks, thereby impeding our ability tobuild brand identity and possibly leading to market confusion. Moreover, third parties may file first for similar or identical trademarks in certain countries. If theysucceed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be

12

Table of Contents

able to use these trademarks to develop brand recognition of our technologies, products or services. In addition, there could be potential trade name or trademarkinfringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks ortrade names. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and we could beforced to rebrand our products, which could result in loss of brand recognition, which could have a material adverse effect on our competitive position, business,financial condition, and results of operations.

Our results of operations are subject to significant fluctuations due to the impacts of both extreme weather events and unusual or poor weather patterns, whichcould cause a decrease in revenues and operating results.

Weather can be difficult to forecast far in advance. Variations in weather conditions across seasons and throughout the year may harm our quarterlyresults of operations. Extreme weather events, including, without limitation, hurricanes, tornados, floods, earthquakes and wildfires, and the effects thereof, maynegatively impact our net sales, manufacturing operations or supply chain in the impacted regions. Additionally, unusual weather patterns, such as extendedperiods of unseasonably cold or hot temperatures, or heavier than normal precipitation levels during peak spring/summer months, could suppress consumer demandand negatively impact our net sales. We expect that weather will continue to affect our results of operations, sales and earnings.

Our results of operations are subject to seasonal and quarterly variations.

We expect our net sales to be highest in our second and third fiscal quarters, with the first fiscal quarter generating the lowest sales, as a result of ourprevalence in Northern Hemisphere countries and higher grill purchase rates in late spring and summer. Our annual and quarterly results of operations may alsofluctuate significantly as a result of a variety of other factors, including, among other things, the timing of the introduction of and advertising for our new productsand those of our competitors, changes in our product mix, and the shifting dynamics of distributor and retailer trade inventories in products viewed as seasonal innature.

As a result of these seasonal and quarterly fluctuations, as well as the unpredictable nature of weather, we believe that comparisons of our operationalresults between different quarters within a single fiscal year, or across different fiscal years, are not necessarily meaningful and that these comparisons cannot berelied upon as indicators of our future performance. In the event that any seasonal or quarterly fluctuations in our net sales and results of operations result in ourfailure to meet our forecasts or the forecasts of the research analysts that may cover us in the future, the market price of our common stock could fluctuate ordecline.

Past growth may not be indicative of future growth.

Historically, we have experienced sales growth through organic market share gains, geographic expansion, technological innovation, new productofferings, increased demand for outdoor living products, including as a result of the COVID-19 pandemic, and acquisitions that have increased our size, scope, andgeographic footprint. Our various business strategies and initiatives, including our growth initiatives, are subject to business, economic and competitiveuncertainties and contingencies, many of which are beyond our control. In the future, we may not be able to:

• acquire new customers, retain existing customers or grow or maintain our share of our current key markets, including the United States, Germany,Canada, Australia, the United Kingdom and France;

• penetrate new markets;• identify and develop new products that meet the demand of rapidly evolving consumer expectations;• generate sufficient cash flows to support expansion plans and general operating activities;• obtain financing for our growth initiatives, including acquisitions;• identify suitable acquisition candidates and successfully integrate acquired businesses;• maintain favorable supplier and customer arrangements and relationships;• maintain consumer satisfaction and retention; and• identify and divest assets that do not continue to create value consistent with our objectives.

In addition, the COVID-19 pandemic could exacerbate these risks. If we are not able to manage these potential difficulties successfully in order tocontinue to compete in our markets and grow our business, our sales, overall financial condition, results of operations and cash flows could be adversely affected.

The COVID-19 pandemic and associated responses could adversely impact our business, operations, financial condition, results of operations or cash flows.

Our business, operations, financial condition, results of operations, or cash flows could be negatively impacted by the COVID-19 pandemic andassociated responses in the future.

13

Table of Contents

Early in the pandemic, some of our suppliers faced operational challenges due to regional lockdown or quarantine regulations, which resulted in someinterruptions in the shipping of certain finished goods or components. This negatively affected our production capabilities in the second quarter of fiscal year 2020.In addition, our manufacturing plant in Huntley was closed for a three-week period during April 2020 until we demonstrated to the Illinois Department ofCommerce and Economic Opportunity that Weber met the definition of an Essential Business and, more importantly, had established safety protocols that met orexceeded state regulations. During the third quarter of fiscal year 2020, we secured secondary sources of supply and added additional shifts at the Huntley facilitysuch that we were able to return production to full capabilities. Continued restrictions and disruption across key elements of our supply chain, including logistics,the acquisition of raw materials and certain electronic components and labor availability, had an impact on our profitability. In fiscal year 2021, our supply chainand operations resumed “normal” operations. However, if the COVID-19 pandemic worsens, we could experience further supply chain disruptions or delays thatcould have a material impact on our business. Moreover, if additional shut-down orders are issued in the future due to the COVID-19 pandemic, our ability tooperate as an Essential Business could be altered, depending on the language of such orders.

The COVID-19 pandemic caused a sustained global economic slowdown of varying durations across different industries, and it is possible that it couldstill cause a global recession. Deteriorating economic and political conditions caused by the COVID-19 pandemic, such as increased unemployment, decreasedcapital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products. In addition, aprolonged or worsened COVID-19 pandemic could lead to the shutdown or material reduction of grill manufacturing, repair and replacement as well as a reductionin residential construction and remodeling activity, which could have a material adverse effect on our business, financial condition, results of operations and cashflows. While we have experienced higher demand in our grill business as consumers sheltered in place and have spent more time at home as a result of theCOVID-19 pandemic, such growth may not be sustainable and may not be repeated in future periods. Furthermore, even if growth in demand continues, we maynot be able to meet that demand due to production and capacity challenges.

The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict, including due to uncertaintysurrounding severity and transmission rates of new variants and rate of public acceptance and efficacy of vaccines and other treatments. We may not be ablerespond to the impacts of the COVID-19 pandemic on a timely basis to prevent near- or long-term adverse impacts to our results of operations. Any negativeimpact on our business, financial condition, results of operations and cash flows cannot be reasonably estimated at this time, but the COVID-19 pandemic couldlead to extended disruption of economic activity and the impact on our business, financial condition, results of operations and cash flows could be material.

Our net sales and profitability depend on the level of consumer spending for our products, which is sensitive to general economic conditions and other factorsthat affect global markets; during a downturn in the economy, consumer purchases of discretionary items are affected, which could materially harm our sales,profitability, and financial condition.

Our products are discretionary items for consumers. Therefore, our business depends on the strength of the retail, commercial and industrial sectors of theeconomy in various parts of the world, and trends therein, primarily in North America, Europe and Australia/New Zealand, and to a lesser extent the rest of theAsia-Pacific region and Latin America. There are many factors that influence consumer spending, including actual and perceived economic conditions, consumerconfidence, disposable consumer income, consumer credit availability, unemployment and tax rates in the markets where we sell our products. Consumers alsohave discretion as to where to spend their disposable income and may choose to purchase other items or services if we do not continue to provide authentic,compelling and high-quality products at appropriate price points. Consumer preferences may shift with regard to environmental, health or sustainability concerns,and as those concerns receive greater attention, consumers may shift demand away from gas, charcoal, or pellet fueled grills to other cooking alternatives. Asglobal economic conditions continue to be volatile and economic uncertainty persists, trends in consumer discretionary spending may also remain unpredictableand subject to declines. Any of these factors could harm discretionary consumer spending, resulting in a reduction in demand for our premium products, decreasedprices, and harm to our business and results of operations. Moreover, consumer purchases of discretionary items tend to decline during recessionary periods whendisposable income is lower or during other periods of economic instability or uncertainty, which may slow our growth more than anticipated. A downturn in theindividual economies in markets where we sell our products, particularly in the United States, Germany, Canada, Australia, the United Kingdom and France, maymaterially harm our sales, profitability, and financial condition. For example, the lasting adverse effects of COVID-19 across geographies could lead to a decline indiscretionary spending by consumers, resulting in a reduction in demand for our products, and in turn may materially impact our sales, profitability and financialcondition.

14

Table of Contents

We face risks associated with our acquisitions, divestitures and other strategic activities.

From time to time, we make acquisitions, divestitures and other strategic investments and participate in joint ventures. We engage in such strategictransactions where we identify advantageous opportunities in connection with businesses, products, or technologies that we believe could complement or expandour business, enhance our capabilities, or otherwise offer growth opportunities. For example, we recently acquired both June Life, a producer of smart ovens anddeveloper of related software, and substantially all of the assets of R. McDonald Co., the company that was formerly managing our operations in Australia andNew Zealand as a contracted third party.

We may engage in the issuance of dilutive equity securities, the incurrence of debt or the use of cash to fund such transactions. These transactions, andother transactions that we have entered into or which we may enter into in the future, can involve significant challenges and risks, including that the transactiondoes not advance our business strategy or fails to produce a satisfactory return on our investment. We have encountered and may encounter difficulties inintegrating acquisitions with our operations, undertaking post-acquisition restructuring activities, applying our internal control processes to these acquisitions,managing strategic investments, and in overseeing the operations, systems and controls of acquired companies. Integrating acquisitions, managing combinedbusinesses and carving out divestitures are often expensive, may involve unanticipated costs or liabilities and may require significant attention from management.We may not realize the degree, or timing, of benefits or synergies we anticipate when we first enter into a transaction. Additionally, following such a transaction,we may struggle to retain our or an acquired business’ key employees.

While our evaluation of any potential transaction includes business, legal and financial due diligence with the goal of identifying and evaluating thematerial risks involved, our due diligence reviews may not identify all of the issues necessary to accurately estimate the cost and potential loss contingencies of aparticular transaction, including potential exposure to regulatory sanctions resulting from an acquisition target’s previous activities or costs associated with anyquality issues with an acquisition target’s legacy products. In addition, certain liabilities may be retained by Weber when closing a facility, divesting an entity orselling physical assets, and such liabilities may be material. Further, there may be breaches of the representations or warranties or other violations of thecontractual obligations required by the acquisition agreement of other parties to the acquisition transaction and any contractual remedies related thereto may notadequately protect or compensate us. A significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and otherintangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required totake charges to our results of operations based on this impairment assessment process, which could harm our results of operations.

A deterioration in labor relations could adversely impact our global business.

We are subject to separate collective bargaining agreements with certain labor unions in the United States, including with respect to employees in ourHuntley, Illinois and Palatine, Illinois facilities, and works councils in Europe, as well as various other commitments regarding our workforce. We periodicallynegotiate with such unions and works councils representing our employees and may be subject to union campaigns, work stoppages and other potential labordisputes. At routine intervals, we renegotiate these collective bargaining agreements and may be unable to renew these collective bargaining agreements on thesame or similar terms, or at all. Further, we may be subject to work stoppages at our suppliers or customers that are beyond our control. A deterioration in laborrelations may have a material adverse effect on our business and financial condition.

We rely on information technology systems to support our business operations. A significant disruption or breach of our technological infrastructure, or thetechnological infrastructure of our vendors or others with which we do business or rely on, could adversely affect our financial condition and results ofoperations. Additionally, failure to maintain the security of proprietary, personal, sensitive or confidential information could damage our reputation andexpose us to litigation.

Information technology supports several aspects of our business, including, among others, supply, pricing, customer service and communication,distribution and transportation, transaction processing, financial reporting, collections and cost management. In addition, we expect our reliance on informationtechnology systems to increase as we continue to develop connected products, connected devices, and other consumer-facing technology solutions, such as ourWeber Grills App, Weber Connect App, Weber iGrill App, Weber Connect Cloud Infrastructure and our websites. As a result, our ability to operate effectively ona day-to-day basis and accurately report our results depends on a solid technological infrastructure, which is inherently susceptible to internal and external threats.We are vulnerable to interruption and breakdown by fire, natural disaster, power loss, telecommunication failures, internet failures, security incidents, and othercatastrophic events.

Advances in computer and software capabilities, encryption technology, and other discoveries increase the complexity of our technological environment,including how each interacts with our various software platforms. Such

15

Table of Contents

advances could delay or hinder our ability to process transactions or could compromise the integrity of our data, resulting in a material adverse impact on ourfinancial condition and results of operations. The risk of system disruption is increased when significant system changes are undertaken. If we fail to timelyintegrate and update our information technology systems and processes, we may fail to realize the cost savings or operational benefits anticipated to be derivedfrom these initiatives. We also may experience occasional system interruptions and delays that make our information technology systems unavailable or slow torespond, including the interaction of our information technology systems with those of third parties. A lack of sophistication or reliability of our informationtechnology systems could adversely impact our operations and consumer service and could require major repairs, replacements or remodels, resulting in significantcosts and foregone sales.

Cybersecurity threats, which include hackers, computer viruses, spyware, ransomware and malware, unauthorized attempts to access information,physical or electronic break-ins, phishing schemes, social engineering, denial of service attacks, human error or malfeasance, fraud or malice on the part ofemployees or third parties (including state-sponsored organizations with significant financial and technological resources), terrorism or acts of war, politicalprotests and other electronic security breaches, are persistent and evolve quickly, and we have in the past and may in the future experience such cybersecurityattacks. Such threats have increased in frequency, scope, and potential impact in recent years because of the proliferation of new technologies and the increasednumber, sophistication and activities of perpetrators of cyberattacks. We and others are also subject to increased cybersecurity threats and potential breachesbecause of the increase in the number of individuals working from home as a result of the COVID-19 pandemic. Since the techniques used to obtain unauthorizedaccess to or to sabotage information technology systems change frequently and are often not recognized until after they are launched against a target, we may beunable to anticipate these techniques or to implement adequate preventative measures. The accidental or willful security breaches or other unauthorized access bythird parties to our information technology systems or facilities, or those of our vendors and/or others with which we do business or rely on, or the existence ofcomputer viruses in our or their data or software, and/or any other failure of our or their information technology systems could expose us to a risk of informationloss, the misappropriation of proprietary, personal, sensitive and confidential information, work stoppages, disruptions, and/or the defective manufacture ordefective design of our products, which could expose us to liability. Any theft, misuse, unauthorized or inadvertent disclosure, manipulation or destruction of thisinformation could result in, among other things, unfavorable publicity, damage to our reputation, difficulty in marketing our products, allegations by our customersthat we have not performed our contractual obligations, indemnification obligations, regulatory investigations, fines or penalties, litigation or other claims byaffected parties and possible financial obligations for liabilities and damages related to the theft or misuse of this information, any of which could have an adverseeffect on our business, financial condition, results of operations, reputation, and relationships with our customers and suppliers. Further, we could be forced toexpend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs bydeploying additional personnel and modifying or enhancing our protection technologies, investigating and remediating any information security vulnerabilities anddefending against and resolving legal and regulatory claims, all of which could divert resources and the attention of our management and key personnel away fromour business operations and adversely affect our business, financial condition and results of operations.

Risks Related to the Manufacturing, Supply and Distribution of Our Products

We depend on suppliers, including single-source suppliers and, in a few cases, sole-source suppliers, to consistently supply us with finished goods, rawmaterials and components for our products, and any failure to procure such finished goods, raw materials and components could have a material adverseeffect on our business, product inventories, sales and profit margins. Additionally, if our independent suppliers and manufacturing partners do not complywith ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations could be harmed.

We use a wide range of materials and components in the global production of our products, which come from numerous suppliers around the world. Oursuppliers (and those they depend upon for materials and services) are subject to risks, including supplier plant shutdowns or slowdowns, labor disputes orconstraints, union organizing activities, intellectual property claims, financial liquidity, information technology failures, inclement weather, natural disasters,significant public health and safety events, supply constraints, and general economic and political conditions that could limit their ability to provide us withmaterials. Insurance for certain disruptions may not be available, affordable or adequate. The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these risks. Such disruption has in the past and could in the future interrupt our ability tomanufacture certain products. Any significant disruption could negatively impact our financial statements.

While we have manufacturing and supply agreements with our most strategic and critical suppliers, with most of our suppliers, we place purchase orderson an as-needed basis. Because not all of our business arrangements provide for guaranteed supply and some key parts may be available only from a single supplieror a limited group of suppliers, we are

16

Table of Contents

subject to supply and pricing risk. Our suppliers could discontinue the manufacturing or supply of these components at any time. We carry safety stocks within ourinventory, but do not carry a significant inventory of these components that could cover every potential supply constraint. Our suppliers may not be able to meetour demand for their products, either because of acts of nature, the nature of our agreements with those manufacturers or our relative importance to them as acustomer, and our manufacturers may decide in the future to discontinue or reduce the level of business they conduct with us. We might not be able to identify andobtain additional or replacement suppliers for any of these components quickly or at all or without incurring significant additional costs. We cannot guarantee thatwe will be able to establish alternative relationships on similar terms, without delay or at all. In addition, we rely on single-source suppliers for certain types ofparts in our products, and, in a few cases, on sole-source suppliers. A single-source supplier is a supplier from which we make all purchases of a particularcomponent used in our products even though other suppliers of the component exist. A sole-source supplier is a supplier from which we make all purchases of aparticular component used in our product, and the supplier is the only source of that particular component in the market. Establishing additional or replacementsuppliers for any of these materials or components, if required, or any supply interruption from our suppliers, could limit our ability to manufacture our products,result in production delays and increased costs and adversely affect our ability to deliver products to our customers on a timely basis or at all. If we are not able toidentify alternate sources of supply for the components, we might need to modify our product to use substitute components, which could cause delays in shipments,increase design and manufacturing costs and increase prices for our products. Any such modified product might not be as effective as the predecessor product ormight not gain market acceptance. This could lead to customer or consumer dissatisfaction and damage to our reputation and could materially and adversely affectour business, product inventories, sales and profit margins.

Additionally, our reputation and our consumers’ willingness to purchase our products depend in part on our suppliers’, manufacturers’, and retail partners’compliance with ethical employment practices, such as with respect to child labor, wages and benefits, forced labor, discrimination, safe and healthy workingconditions, and with all legal and regulatory requirements relating to the conduct of their businesses. We do not exercise control over our suppliers, manufacturers,and retail partners and cannot guarantee their compliance with ethical and lawful business practices. Additionally, our internal audits of our suppliers,manufacturers, and retail partners may not uncover all instances of noncompliance with such practices and our own stringent policies and standards. If oursuppliers, manufacturers, or retail partners fail to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, qualitystandards, environmental standards, production practices, or other obligations, norms, or ethical standards, our reputation and brand image could be harmed, andwe could be exposed to litigation and additional costs that would harm our business, reputation, and results of operations.

Because we rely on foreign suppliers and we sell products in foreign markets, we are susceptible to numerous international business risks that could increaseour costs or disrupt the supply of our products.

Our international operations subject us to risks, including:• economic and political instability, including international conflicts, acts of terrorism, war and the threat thereof;• fluctuations in the currency exchange rates;• restrictive actions by foreign governments, including those with respect to tariffs or trade policies;• changes in tariffs, import duties or import or export restrictions;• required compliance with anti-corruptions laws, including the Foreign Corrupt Practices Act, which may require extensive measures in certain

markets;• timely shipping of product and unloading of product, including the timely rail/truck delivery to our warehouses and/or a customer’s warehouse of our

products;• impacts of extreme weather events or trends that are more prevalent in particular geographic regions;• opportunity costs and reputational damage related to the presence of counterfeit versions of the Company’s products in such foreign markets;• greater difficulty enforcing intellectual property rights and weaker laws protecting intellectual property rights;• complications in complying with the laws and policies of the United States affecting the importation of goods, including tariffs, duties, quotas and

taxes;• required compliance with U.S. laws that impact the Company’s operations in foreign jurisdictions that do not impact local operating companies; and• complications in complying with trade laws, embargoes and economic sanctions, foreign tax laws and other regulatory standards and requirements.

17

Table of Contents

Further, the impact of the decision of the United Kingdom to withdraw from the European Union may cause the value of several European currencies,including the euro, to fluctuate, which may adversely affect our non-U.S. dollar sales and earnings. The emergence of any other international geopolitical or tradedisputes could exacerbate the various risks that our international presence makes us susceptible to. As we are developing manufacturing operations in Poland, asignificant disruption of the political or financial systems there could put these manufacturing operations at risk, which could ultimately adversely affect ourprofitability or operating results.

In addition to suppliers, we rely on our own production and manufacturing facilities; if we fail to timely and effectively obtain shipments of products from ourmanufacturing facilities and deliver products to our retail partners and customers, our business and results of operations could be harmed.

Our business depends on our ability to source raw material and components, manufacture our finished goods and distribute products in a timely manner.However, we cannot control all of the factors that might affect the timely and effective procurement of such raw material and components from our third-partysuppliers, manufacture of our finished goods and the delivery of our products to our retail partners and customers.

Globally, we operate 23 distribution facilities in our key markets and supplement our distribution network by engaging distribution partners in certainmarkets, particularly in EMEA and Asia-Pacific. Certain of our facilities play key roles in our distribution network. Specifically, we operate in a leased warehouselocated in Huntley, Illinois which we have referred to as our Global Distribution Center (“GDC”). This facility distributes our products to Weber affiliatesworldwide but is most critical to the direct distribution of our products to our customers located in the United States, Canada and Mexico. We recently opened anadditional manufacturing and distribution center in Zabrze, Poland which we expect will serve a critical role in our operations in EMEA, similar to the role theGDC plays in our service of the U.S., Canadian and Mexican markets. Our reliance on a small number of key geographical locations for our principalmanufacturing and distribution centers makes us more vulnerable to natural disasters, weather-related disruptions, accidents, system failures, public health issuessuch as the current COVID-19 pandemic (or other future pandemics or epidemics), and other unforeseen events that could delay or impair our ability tomanufacture our finished goods, fulfill retailer orders and/or ship merchandise, which could harm our sales and results of operations.

We import certain raw materials and components, and we are also vulnerable to risks associated with manufacturing abroad, including, among otherthings: (a) risks of damage, destruction, or confiscation of products while in transit to our distribution centers; (b) foreign currency fluctuations; (c) the effects ofinternational and regional geopolitical dynamics, instability and conflicts; and (d) transportation and other delays in shipments, including as a result of heightenedsecurity screening, port congestion, and inspection processes or other port-of-entry limitations or restrictions in the United States. Failure to procure our inputsfrom our third-party suppliers and manufacture and deliver merchandise to our retail partners and direct-to-consumer channels in a timely, effective, andeconomically viable manner could reduce our sales and gross margins, damage our brand, and harm our business. Further, the opening and start-up of operating ourZabrze facility is a large undertaking and we have not, in the recent past, opened a new facility of this scale. Any delays in the integration of the Zabrze facility,cost overruns with respect to transitioning a significant portion of our regional operations from a model in which we contracted with third-party manufacturers anddistributors to one in which such operations are conducted in-house in Zabrze, could materially increase our cost of goods sold and similarly reduce our grossmargins and harm our business.

As current tariffs are implemented, or if additional tariffs or other restrictions are placed on foreign imports or any related countermeasures are taken by othercountries, our business and results of operations could be harmed.

Recently, the United States has put in place higher tariffs and other trade restrictions and signaled that it may additionally alter trade agreements and termsbetween the United States and China, the European Union, Canada, and Mexico, among others, including limiting trade and/or imposing tariffs on imports fromsuch countries. In addition, China, the European Union, Canada, and Mexico, among others, have either threatened or put into place retaliatory tariffs of their own.It is unknown whether and to what extent new tariffs (or other new restrictive laws or regulations) will be adopted in the future and it is unclear to what extent theBiden Administration will work to reverse such measures in the future or pursue similar policy initiatives with China and other countries. As announced tariffs areimplemented, or additional tariffs or other restrictions are placed on foreign imports, including on any of our products manufactured overseas for sale in the UnitedStates, or any related countermeasures are taken by other countries, our business and results of operations may be materially harmed. Additionally, tariffs onforeign imports of raw materials and components for our products may cause domestic U.S. suppliers to opportunistically take price increases, which may impactour profitability.

Current and additional tariffs have the potential to significantly raise the absolute and relative cost of our products compared with those of ourcompetitors, particularly our finished goods and certain components. Additionally, disparities in the application of tariffs across product categories and based uponthe location of manufacturing operations could place us at a competitive disadvantage and detrimentally affect or business and results of operations. For example,differing tariff

18

Table of Contents

regimes may be applied across product categories and depending on whether (a) finished goods are imported from abroad or (b) raw materials and components aredomestically assembled into finished goods. In such cases, there can be no assurance that we will be able to shift manufacturing and supply agreements to non-impacted countries, including the United States, to reduce the effects of the tariffs. As a result, we may suffer margin erosion or be required to raise our prices,which may place us at a competitive disadvantage, result in the loss of customers, negatively impact our results of operations or otherwise harm our business. Inaddition, the imposition of tariffs on products that we export to international markets could make such products more expensive compared to those of ourcompetitors if we pass related additional costs on to our customers, which may also result in the loss of customers, negatively impact our results of operations, orotherwise harm our business.

Exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows.

We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the local currency of thetransacting entity. We conduct business in various locations throughout the world and are subject to market risk due to changes in value of foreign currencies inrelation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of ourforeign operating locations are generally the local currency in the country. We manage these operating activities at the local level and net sales, costs, assets andliabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results ofoperations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S.dollar. Furthermore, the sales of inventory between U.S. and foreign locations are often denominated in currencies other than the U.S. dollar, which generatesadditional risk. While we engage in hedging activities in order to mitigate our exposure, we may incur costs in connection with such activities and we may not besuccessful in hedging our exposure.

The Company’s financial instruments that can be affected by foreign currency fluctuations and exchange risks consist primarily of cash and cashequivalents, trade receivables, trade payables, and net sales denominated in currencies other than the U.S. dollar. For Fiscal Year 2021, approximately 51% of ournet sales were denominated in a currency other than our functional U.S. dollar currency. These sales were primarily transacted in euros, Australian dollars,Canadian dollars and British pounds. Consequently, we are exposed to the impact of exchange rate volatility between the U.S. dollar and these currencies. Tohedge against this risk, we enter into foreign currency forward exchange contracts to protect our U.S. trade receivable positions with our foreign operations.

We expect that the amount of our sales denominated in non-dollar currencies may increase in future periods. Given the volatility of exchange rates, therecan be no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have amaterial adverse effect on our financial condition or results of operations. See Item 7 - “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations—Quantitative and Qualitative Disclosures about Market Risk.”

Additionally, because our consolidated financial results are reported in U.S. dollars, the translation of sales or earnings generated in other currencies intoU.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings in our financial statements, which also affects the comparabilityof our results of operations and cash flows between financial periods. Further, currency fluctuations may negatively impact our debt service requirements, whichare primarily in U.S. dollars.

Fluctuations in the cost and availability of raw materials, equipment, labor and transportation could cause manufacturing delays or increase our costs.

The price and availability of key raw materials and components used to manufacture our products, including aluminum ingot, carbon steel, enamelingiron, stainless steel, certain plastic materials, certain electronic components and various engineered coating materials as well as manufacturing equipment andmolds, may fluctuate significantly. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, currency fluctuations, andglobal demand trends. Any fluctuations in the cost and availability of any of our raw materials or other sourcing or transportation costs related to our raw materialsor products could harm our gross margins and our ability to meet customer demand. If we are unable to successfully mitigate a significant portion of these productcost increases or fluctuations, our results of operations could be harmed.

19

Table of Contents

A significant portion of our sales are to large, multi-national retail partners. If these retail partners cease to carry our current products, choose not to carrynew products that we develop or cease operations altogether, our brand as well as our results of operations and financial condition could be harmed.Additionally, we depend on these retail partners to display and present our products to consumers, and our failure to maintain and further develop ourrelationships with our retail partners could harm our business.

For fiscal years 2021 and 2020, a significant portion of our net sales were made to large, multi-national retail partners. For fiscal years 2021 and 2020, ourtop national retail partner accounted for approximately 14% and 16% of our net sales, respectively. Our retail partners service consumers by stocking anddisplaying our products, explaining our product attributes, and sharing our brand story. Our relationships with these retail partners are important to the authenticityof our brand and the marketing programs we continue to deploy. Our failure to maintain these relationships with our retail partners or financial difficultiesexperienced by these retail partners could harm our business. These retail partners may decide to emphasize products from our competitors, to redeploy their retailfloor space to other product categories, or to take other actions that reduce their purchases of our products. We do not receive long-term purchase commitmentsfrom our retail partners, and orders received from these retail partners are cancelable. Factors that could affect our ability to maintain or expand our sales to theseretail partners include: (a) failure to accurately identify the needs of our customers; (b) a lack of customer acceptance of new products or product expansions; (c)unwillingness of our key retail partners and customers to attribute premium value to our new or existing products or product expansions relative to competingproducts; (d) failure to obtain floor space from our retail partners; (e) new, well-received product introductions by competitors; (f) damage to our relationships withkey retail partners due to brand or reputational harm; (g) delays or defaults on our retail partners’ payment obligations to us; and (h) store closures, decreased foottraffic, recession or other adverse effects resulting from public health crises such as the current COVID-19 pandemic (or other future pandemics or epidemics).

We cannot assure you that our current retail partners will continue to carry our current products, carry any new products that we develop or continue tooperate. And if we lose any of our key retail partners or any key retail partner reduces its purchases of our existing or new products or its number of stores oroperations or promotes products of our competitors over ours, our sales would be harmed. Because we are a premium brand, our sales depend, in part, on retailpartners effectively displaying our products, including providing attractive space in their stores, and training their sales personnel to sell our products. If our retailpartners reduce or terminate those activities, we may experience reduced sales of our products, resulting in lower gross margins, which would harm our results ofoperations. If these risks occur, they could harm our brand of operations and financial condition. In addition, store closures, decreased foot traffic and recessionresulting from the COVID-19 pandemic will adversely affect the performance and will likely adversely affect the financial condition of many of these customers.The foregoing would be expected to have a material adverse effect on our business and financial condition.

Product manufacturing disruptions, at our own facilities and those of our suppliers, including as a result of catastrophic and other events beyond our control,could cause us to be unable to meet customer demands or increase our costs.

If operations at any of our manufacturing facilities, or the facilities of our supply chain partners, were to be disrupted as a result of significant equipmentfailures, natural or man-made disasters, earthquakes, power outages, fires, explosions, terrorism, adverse or extreme weather conditions, labor disputes, publichealth epidemics or other catastrophic events or events outside of our control, we may be unable to fill customer orders and otherwise meet customer demand forour products. In addition, these types of events may negatively impact residential, commercial and industrial spending in impacted regions or, depending on theseverity, globally. As a result, any of such events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Interruptions in production, in particular at our manufacturing facilities, could increase our costs and reduce our sales. Any interruption in productioncapability could require us to make substantial capital expenditures to fill customer orders. While we maintain property damage insurance, as well as businessinterruption insurance to mitigate losses resulting from any production interruption or shutdown caused by an insured loss, any recovery under our insurancepolicies may not offset the lost sales or increased costs that may be experienced during the disruption of operations, which could have a material adverse effect onour business, financial condition, results of operations and cash flows.

Disruptions in our supply chain and other logistical factors affecting the distribution of our merchandise could adversely impact our business.

A disruption within our logistics or supply chain network could adversely affect our ability to deliver inventory in a timely manner, which could impairour ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation. Such disruptions may resultfrom damage or destruction to our distribution or fulfillment centers; weather-related events; natural disasters; international trade disputes or trade policy changesor restrictions; tariffs or import-related taxes; third-party strikes, lock-outs, work stoppages or slowdowns; shortages of supply

20

Table of Contents

chain labor, including truck drivers; shipping capacity constraints, including shortages of related equipment; third-party contract disputes; supply or shippinginterruptions or costs, including the blockage of key shipping channels; military conflicts; acts of terrorism; public health issues, including pandemics orquarantines (such as the COVID-19 pandemic) and related shutdowns, reopenings, or other actions by the government; civil unrest; or other factors beyond ourcontrol. As a result of these disruptions, we have in the past chosen, and may choose in the future, to arrange for additional quantities of affected products, ifavailable, to be delivered through air freight, which is significantly more expensive than standard shipping by sea and, consequently, could harm our gross margins.

We also rely on the timely and free flow of goods through open and operational ports from our suppliers. Labor disputes or disruptions at ports, ourcommon carriers, or our suppliers could create significant risks for our business, particularly if these disputes result in work slowdowns, lockouts, strikes, or otherdisruptions during periods of significant importing or manufacturing, potentially resulting in delayed or canceled orders, unanticipated inventory accumulation orshortages, and harm to our business, results of operations, and financial condition. In recent years, global ports, particularly those located on the West Coast of theU.S., China and certain European locations, have been impacted by capacity constraints, port congestion and delays, periodic labor disputes, security issues,weather-related events, and natural disasters, which have been further exacerbated by the pandemic.

Disruptions to our supply or distribution chains due to any of the factors listed above could negatively impact our financial performance or financialcondition.

Insolvency, credit problems or other financial difficulties that could confront our customers and retail partners could expose us to financial risk.

We sell to the large majority of our retail partners on open account terms and do not require collateral or a security interest in the inventory we sell them.Consequently, the majority of our accounts receivable with our retail partners are unsecured. Insolvency, credit problems, or other financial difficulties confrontingour customers and retail partners could expose us to financial risk. These actions could expose us to risks, including increases in our bad debt expense, if they areunable to pay for the products they purchase from us. Financial difficulties of our customers and retail partners could also cause them to reduce their sales staff, useof attractive displays, number or size of stores, and the amount of floor space dedicated to our products. For example, the COVID-19 pandemic caused publichealth officials to recommend precautions to mitigate the spread of the virus that resulted in widespread temporary store closures or reduced store hours for ourretail partners during the second and third fiscal quarters of 2020. Significant uncertainty about the ultimate duration and severity of the spread of COVID-19,uncertainties regarding consumer willingness to visit retail stores during the COVID-19 pandemic and in the future, and the overall economic impact of COVID-19and the related impact on consumer confidence and spending may lead to a material reduction in sales of our products by our retail partners. Any reduction in salesby, or loss of, our current retail partners or customer demand, or credit risks associated with our customers and retail partners, could harm our business, results ofoperations, and financial condition.

Conflicts with our channel and distribution partners could harm our business and operating results.

Our increasing focus on direct-to-consumer channels could cause one or more of our traditional retailer partners to de-emphasize our brand, causing apotential reduction in product sales from that partner. Retailer partners may perceive themselves to be at a disadvantage relative to content quality or onlineshopping convenience. Due to these and other factors, conflicts in our sales channels could arise and cause channel partners to divert resources away from thepromotion and sale of our products. Any of these situations could adversely impact our business and results of operations.

We are subject to risks related to online payment methods.

We currently accept payments for purchases through our website and mobile apps using a variety of methods, including credit cards, debit cards, giftcards and Affirm, a third-party provider of financing for consumer purchases. As we offer new payment options to consumers, we may be subject to additionalregulations, compliance requirements, fraud, and other risks. For certain payment methods, we pay interchange and other fees, which may increase over time andraise our operating costs and lower profitability. As a merchant that accepts debit and credit cards for payment, we are subject to the Payment Card Industry(“PCI”) Data Security Standard (“PCI DSS”), issued by the PCI Security Standards Council. PCI DSS contains a set of requirements designed to ensure thatcompanies that process, store or transmit payment card information maintain a secure environment to protect cardholder data. Because we accept debit and creditcards for payment, we are also subject to the data encryption standards and payment network security operating guidelines of the American National StandardsInstitute. Additionally, the Fair and Accurate Credit Transactions Act requires systems that print payment card receipts to employ personal account numbertruncation so that the consumer’s full account number is not viewable on the slip. Failure to be PCI compliant or to meet other payment card standards may resultin the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us.

21

Table of Contents

Further, as our business changes, we may be subject to different rules under existing standards, which may require new assessments that involve costsabove what we currently pay for compliance. In the future, as we offer new payment options to consumers, including offering integrated emerging mobile andother payment methods, we may be subject to additional regulations, compliance requirements, and fraud. If we fail to comply with the rules or requirements ofany provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept,or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines, investigations, legal proceedings, or higher transactionfees and may lose, or face restrictions placed upon, our ability to accept credit card payments from consumers or facilitate other types of online payments. If any ofthese events were to occur, our business, financial condition, and results of operations could be materially and adversely affected.

Social media platforms present risks and challenges that could cause damage to our brand and reputation as well as to our results of operations.

Social media platforms present risks and challenges that have resulted, and may in the future result, in damage to our brand and reputation, and couldmaterially impact our results of operations. As social media platforms have grown in size and popularity, we have received, and may continue to receive, a highdegree of coverage that is published or otherwise disseminated by third parties via such platforms, as well as via blogs, articles, message boards, forums and othermedia. The considerable expansion in the use of social media platforms over recent years has increased the volume of, and speed at which, negative publicityarising from certain events can be generated and spread, and we may be unable to timely respond to, correct any inaccuracies in, or adequately address negativeperceptions arising from such coverage. Such negative or inaccurate posts or comments about us or our products on social media platforms could damage ourreputation, brand image and goodwill, and we could lose the confidence of our customers and partners, regardless of whether such information is true andregardless of any number of measures we may take to address them.

This social media coverage includes coverage that is not attributable to statements made by our officers or associates. Information provided by thirdparties, including by individuals or entities that are self-described grilling “experts” or that make use of our trademarks without permission, may not be reliable oraccurate and could materially impact our brand, reputation and results of operations. There is also the potential that bad actors with interests that conflict with ourscould disingenuously post negatively or critically about us on social media for their own benefit, an action for which we have little recourse. Our policies andprocedures regarding social media have not always been, and may not in the future be effective in preventing the inappropriate use of social media platforms,including blogs, social media websites, unofficial user groups, and other forms of internet-based communications, and the related spread of misinformation orunauthorized display of our trademarks by third parties thereon.

Our brand could be harmed if we are unable to correct misinformation, or if our public image were to be tarnished by negative publicity, includingthrough social media or other communications from our community. Unfavorable publicity about us, including our products, technology, personnel and suppliers,could diminish confidence in, and the use of, our products. Such negative publicity also could adversely affect the size, engagement, activity and loyalty of ourcustomer base or the effectiveness of word-of-mouth marketing, and result in decreased revenue, or require us to expend additional funds for marketing efforts,which could adversely affect our business, financial condition and results of operations.

Risks Related to Government Regulation, Litigation and Intellectual Property Matters

We may be negatively impacted by litigation and other claims, including intellectual property, product liability or warranty claims, and health and safetyconcerns, including product recalls, could negatively impact our sales and expose us to litigation.

We have been, and in the future may be, made a party to litigation arising in the ordinary course of our business, including those relating to commercial orcontractual disputes with suppliers, customers or parties to acquisitions and divestitures, intellectual property matters, product liability, the use or installation of ourproducts, consumer matters, employment and labor matters, and environmental, health and safety matters, including claims based on alleged exposure to asbestos-containing product components. The outcome of such legal proceedings cannot be predicted with certainty and some may be disposed of unfavorably to us.Regardless of outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and otherfactors. In addition, we have agreed to provide indemnification in connection with prior acquisitions or dispositions for certain of these matters, and we cannotassure you that material indemnification claims will not be brought against us in the future.

Product quality issues could negatively impact consumer confidence in our brands and our business. If our products do not meet applicable safetystandards or grill owners’ expectations regarding safety or quality, we could experience lost sales and increased costs and be exposed to legal, financial, andreputational risks, as well as governmental

22

Table of Contents

enforcement actions. Actual, potential or perceived product safety concerns could expose us to litigation, as well as government enforcement actions, and result incostly product recalls and other liabilities.

We have in the past and may in the future implement a voluntarily recall or market withdrawal or may be required to do so by a regulatory authority. Arecall or market withdrawal of one of our products would be costly and would divert management resources. A recall or withdrawal of one of our products, or asimilar product processed by another entity, also could impair sales of our products because of confusion concerning the scope of the recall or withdrawal, orbecause of the damage to our reputation for quality and safety.

In addition, if our products are, or are alleged to be, defectively designed, manufactured or labeled, contain, or are alleged to contain, defectivecomponents or components containing hazardous materials, such as asbestos, or are misused, we may become subject to costly litigation initiated by grill owners.For example, in the past, we have been subject to litigation arising from fires and other thermal events which occurred in connection with our products, due toconsumer misuse, incorrect third-party assembly, improper maintenance and faulty propane tanks as well as other causes. This risk is inherent as our products aredesigned to be used in connection with highly flammable and volatile fuels. In addition to the reputational effects that fire and thermal events may cause due to thenegative publicity that these events may receive on social media, product liability claims themselves could harm our reputation, divert management’s attentionfrom our core business, be expensive to defend, and may result in sizable damage awards against us. Although we maintain product liability insurance, we may nothave sufficient insurance coverage for future product liability claims. We may not be able to obtain insurance in amounts or scope sufficient to provide us withadequate coverage against all potential liabilities. Product liability claims brought against us, with or without merit, could increase our product liability insurancerates or prevent us from securing continuing coverage, harm our reputation, significantly increase our expenses, and reduce product sales. Product liability claimscould cause us to incur significant legal fees, and deductibles and claims in excess of our insurance coverage would be paid out of cash reserves, harming ourfinancial condition and operating results. In addition, successful product liability claims made against one of our competitors could cause claims to be made againstus or expose us to a perception that we are vulnerable to similar claims. Claims against us, regardless of their merit or potential outcome, may also hurt our abilityto obtain acceptance of our products or to expand our business.

If we are unable to obtain, maintain, and enforce intellectual property protection for our products or if the scope of our intellectual property protection is notsufficiently broad, others may be able to develop and commercialize products substantially similar to ours, and our ability to successfully commercialize ourproducts may be compromised.

Our business and our ability to compete effectively depend on our ability to obtain, maintain, protect and enforce our intellectual property rights,confidential information and know-how. We rely on a combination of patent, copyright, trademark, trade secret and other intellectual property laws in the U.S. andsimilar laws in other countries, as well as confidentiality procedures, cybersecurity practices and contractual provisions and restrictions, to protect the intellectualproperty rights and other proprietary rights relating to our products and proprietary technology. Despite our efforts to obtain, maintain, protect and enforce ourintellectual property rights and other proprietary rights, there can be no assurance that these protections will be available in all cases or will be adequate to preventour competitors or other third parties from copying, reverse engineering, accessing or otherwise obtaining and using our technology, intellectual property rights orother proprietary rights or products without our permission. Further, there can be no assurance that our competitors will not independently develop products thatare substantially equivalent or superior to our products or design around our intellectual property rights and other proprietary rights. In each case, our ability tocompete could be significantly impaired.

We may, over time, increase our investment in protecting our intellectual property rights through additional trademark, patent, copyright and otherintellectual property filings, which could be expensive and time-consuming. We may not be able to obtain registered intellectual property protection for ourproducts and even if we are successful in obtaining effective patent, trademark, trade secret and copyright protection, it is expensive to maintain these rights interms of application and maintenance costs, and the time and costs required to defend our rights could be substantial. Moreover, our failure to develop and properlymanage new intellectual property rights could hurt our market position and business opportunities. Furthermore, recent changes to U.S. intellectual property lawsmay jeopardize the enforceability and validity of our intellectual property portfolio and harm our ability to obtain patent protection of some of our unique businessmethods.

In addition, these measures may not be sufficient to offer us meaningful protection or provide us with any competitive advantages. We will not be able toprotect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. Additionally,effective intellectual property protection may not be available in every country in which we offer our products and services, and the laws of certain non-U.S.countries where we do business or may do business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws ofthe U.S. Moreover, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret andintellectual property rights. If we are

23

Table of Contents

unable to adequately protect our intellectual property rights and other proprietary rights, our competitive position and our business could be harmed, as third partiesmay be able to commercialize and use products and technologies that are substantially the same as ours to compete with us without incurring the development andlicensing costs that we have incurred. Any of our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed,misappropriated or violated, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, or our intellectualproperty rights may not be sufficient to permit us to take advantage of current market trends or to otherwise provide us with competitive advantages, which couldresult in costly redesign efforts, discontinuance of some of our offerings or other competitive harm.

We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time-consuming and unsuccessful.

Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our intellectual property rights. Monitoringunauthorized use of our intellectual property rights is difficult and costly. From time to time, we seek to analyze our competitors’ products and services, and may inthe future seek to enforce our rights against potential infringement, misappropriation or violation of our intellectual property rights. However, the steps we havetaken to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectualproperty rights. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability tomeaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our products and services.

We are, and may in the future become, involved in lawsuits to protect or enforce our intellectual property rights. An adverse result in any litigationproceeding could harm our business. In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using thetechnology or products at issue on grounds that our intellectual property rights do not cover the technology or products in question. Further, in such proceedings,the defendant could counterclaim that our intellectual property rights are invalid or unenforceable and the court may agree, in which case we could lose valuableintellectual property rights. The outcome in any such lawsuits are unpredictable. Even if resolved in our favor, such lawsuits may cause us to incur significantexpenses, and could distract our technical and management personnel from their normal responsibilities. We may not have sufficient financial or other resources toconduct any such litigation or proceedings adequately, and some of our counterparties may be able to sustain the costs of such litigation or proceedings moreeffectively than we can because of their greater financial resources. In addition, there could be public announcements of the results of hearings, motions or otherinterim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial effect on the price ofour common stock. Moreover, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that someof our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing could have a material adverse effect on ourcompetitive position, business, financial condition and results of operations.

Sales of counterfeit versions of our products, as well as unauthorized sales of our products, may adversely affect our reputation, business, financial condition,results of operations and cash flows.

Our products, including our grills and grilling accessories, have and may continue to become subject to competition from counterfeit products, which areproducts sold under the same or very similar brand names and/or having a similar appearance to genuine products, but which are sold without proper licenses orapprovals. Because a portion of our products are manufactured overseas in countries where counterfeiting is more prevalent and our intellectual property rightsmay not be as adequately protected as they are in the U.S., and we intend to increase our sales internationally over the long term, we may experience increasedcounterfeiting of our products. Increased counterfeiting has also resulted from the proliferation of internet-based marketplaces through which third parties can, withrelative ease, sell and distribute imitation products. Such counterfeit products divert sales from genuine products, often are of lower cost and quality, may posesafety risks, and have the potential to damage the reputation for quality and effectiveness of our genuine products. Illegal sales of counterfeit products could havean adverse impact on our business, financial condition, results of operations and cash flows. In addition, if illegal sales of counterfeit products result in adverseproduct liability or negative consumer experiences, we may be associated with negative publicity resulting from such incidents. Although we seek to monitor theexistence of counterfeit products and initiate actions to remove them from sale, we may not be able to prevent third parties from manufacturing, selling orpurporting to sell counterfeit products competing with our products. Such sales of counterfeit products may also be occurring without our knowledge. Theexistence and any increase in production or sales of counterfeit products or unauthorized sales could negatively impact our sales, brand reputation, business,financial condition, results of operations and cash flows.

24

Table of Contents

Any claim of infringement, misappropriation or violation of another party’s intellectual property rights could cause us to incur significant costs and to ceasethe commercialization of our products and services, which could have a material and adverse effect on our business, financial condition and results ofoperations.

In recent years, there has been significant litigation in the U.S. involving intellectual property rights. Companies in the outdoor cooking industry areincreasingly bringing and becoming subject to lawsuits alleging infringement, misappropriation or violation of intellectual property rights, particularly patentrights, and our competitors and other third parties may hold patents or have pending patent applications or other intellectual property rights, which could be relatedto our business. These risks have been amplified by the increase in patent holding companies and other third parties, commonly referred to as non-practicingentities, that seek to monetize patents they have purchased or otherwise obtained and whose sole or primary business is to assert such claims. Regardless of themerits of any other intellectual property litigation, we may be required to expend significant management time and financial resources on the defense of suchclaims, and any adverse outcome of any such claim or the above-referenced review could harm our business. We expect that we may receive in the future noticesthat claim we or our partners, customers, or other third parties using our products and services have infringed, misappropriated, misused or otherwise violated otherparties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitorsoverlaps. Any future litigation, whether or not successful, could be extremely costly to defend, divert our management’s time, attention and resources, damage ourreputation and brand, harm our ability to compete in the marketplace and substantially harm our business.

If any of our technologies, products or services are found to infringe, misappropriate or violate a third party’s intellectual property rights, we could berequired to obtain a license from such third party to continue commercializing or using such technologies, products or services. However, we may not be able toobtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be nonexclusive, thereby giving ourcompetitors and other third parties access to the same technologies or products licensed to us, and it could require us to make substantial licensing and royaltypayments. We also could be forced, including by court order, to cease the commercialization or use of the violating technology, products or services. Accordingly,we may be forced to design around such violated intellectual property rights, which may be expensive, time-consuming or infeasible. In addition, we could befound liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or otherintellectual property right. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly harm our business. Ifwe are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement,misappropriation or violation claims against us, such payments, costs or actions could have a material adverse effect on our competitive position, business,financial condition, and results of operations.

Additionally, in certain of our agreements with customers and other third parties, we have indemnification obligations for losses related to, among otherthings, claims by third parties of intellectual property infringement, misappropriation or other violation. Such customers or other third parties may in the futurerequire us to indemnify them for such infringement, misappropriation or violation, breach of confidentiality or violation of applicable law, among other things.Although we normally seek to contractually limit our liability with respect to such obligations, some of these indemnity agreements may provide for uncappedliability and some indemnity provisions survive termination or expiration of the applicable agreement. Any legal claims from customers or other third parties couldresult in substantial liabilities, reputational harm, or the delay or loss of market acceptance of our products, and could have adverse effects on our relationshipswith such customers and other third parties.

If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future.

In the future, we may identify additional third-party intellectual property rights we may need to license in order to engage in our business, including todevelop or commercialize new products or services. However, such licenses may not be available on acceptable terms or at all. The licensing or acquisition ofthird-party intellectual property rights is a competitive area, and other well-established companies may pursue strategies to license or acquire third-partyintellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size,capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assignor license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our products and services.Such royalties are a component of the cost of our products or services and may affect the margins on our products and services. In addition, such licenses may benonexclusive, which could give our competitors access to the same intellectual property rights licensed to us. If we are unable to enter into the necessary licenseson acceptable terms or at all, if any necessary licenses are subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail toprevent infringement by third parties, or if the licensed intellectual property rights are found to be invalid

25

Table of Contents

or unenforceable, our business, financial condition, and results of operations could be materially and adversely affected. Moreover, we could encounter delays inthe introduction of tests while we attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could preventus from commercializing products, which could have a material adverse effect on our competitive position, business, financial condition and results of operations.

We may not be able to enforce our intellectual property rights throughout the world.

We may be required to protect our proprietary technology in an increasing number of jurisdictions, a process that is expensive and may not be successful,or which we may not pursue in every location due to costs, complexities or other reasons. Filing, prosecuting, maintaining, defending, and enforcing patents andother intellectual property rights on our products, services and technologies in all countries throughout the world would be prohibitively expensive, and ourintellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. Competitors may use our technologies in jurisdictionswhere we have not obtained patent protection or other intellectual property rights to develop their own products and services and, further, may export otherwiseinfringing, misappropriating or violating products and services to territories where we have patent or other intellectual property protection but enforcement is not asstrong as that in the U.S. These products and services may compete with our products and services, and our intellectual property rights may not be effective orsufficient to prevent them from competing.

In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the U.S., and many companies haveencountered significant challenges in establishing and enforcing their proprietary rights outside of the U.S. These challenges can be caused by the absence orinconsistency of the application of rules and methods for the establishment and enforcement of intellectual property rights outside of the U.S. In addition, the legalsystems of some countries, particularly developing countries, do not favor the enforcement of intellectual property protection. This could make it difficult for us tostop the infringement, misappropriation or other violation of our intellectual property rights. Accordingly, we may choose not to seek protection in certaincountries, and we will not have the benefit of protection in such countries. Proceedings to enforce our intellectual property rights in foreign jurisdictions couldresult in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rightsin such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the U.S. and foreign countries may affect our ability to obtainadequate protection for our products, services and other technologies and the enforcement of intellectual property rights. Any of the foregoing could have amaterial adverse effect on our competitive position, business, financial condition and results of operations.

If we are unable to protect the confidentiality of our trade secrets, our business, financial condition, results of operations and competitive position would beharmed.

We rely on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information and tomaintain our competitive position. With respect to our products, we consider trade secrets and know-how to be one of our primary sources of intellectual propertyrights. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by enteringinto non-disclosure and confidentiality agreements with parties who have access to them, such as certain of our employees, corporate collaborators, outsidecontractors, consultants, advisors, and other third parties, but we cannot guarantee that we have entered into such agreements with each party that may have or havehad access to our trade secrets or proprietary information, including our technology and processes. Despite these efforts, any of these parties may breach theagreements and disclose our proprietary or confidential information, including our trade secrets, and we may not be able to obtain adequate remedies for suchbreaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome isunpredictable. In addition, some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. If any of our trade secrets were to belawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology orinformation to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could have amaterial adverse effect on our competitive position, business, financial condition and results of operations.

We may be subject to claims that our employees, consultants, advisors or independent contractors have wrongfully used or disclosed alleged trade secrets orother confidential information of their current or former employers or other third parties or claims asserting ownership of what we regard as our ownintellectual property or proprietary rights.

Many of our employees, consultants, advisors and independent contractors are currently or were previously employed at other companies in our field,including our competitors or potential competitors. Although we try to ensure that our employees, consultants, advisors and independent contractors do not use theconfidential or proprietary information, trade secrets or know-how of others in their work for us, we may be subject to claims that we or these individuals have,inadvertently or otherwise, improperly used or disclosed intellectual property rights, confidential or proprietary information, trade secrets or know-how, of anysuch individual’s current or former employer or other third

26

Table of Contents

party. Further, we may be subject to ownership disputes in the future arising, for example, from conflicting obligations of consultants or others who are involved indeveloping our products. We may also be subject to claims that former employees, consultants, independent contractors or other third parties have an ownershipinterest in our intellectual property rights. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to payingmonetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation couldresult in substantial costs and be a distraction to management.

In addition, while it is our policy to require certain of our employees, suppliers, consultants, advisors and independent contractors who may be involved inthe conception or development of intellectual property rights to execute agreements assigning such intellectual property rights to us, we cannot guarantee that wehave entered into such agreements with each party that may have developed intellectual property rights for us. Individuals involved in the development ofintellectual property rights for us may make adverse ownership claims to our current and future intellectual property rights. The assignment of intellectual propertyrights in agreements entered into by individuals involved in the development of intellectual property rights for us may not be self-executing, or the assignmentagreements otherwise may be insufficient or breached, and we may not be able to obtain adequate remedies for such breaches. We may be forced to bring claimsagainst third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property rights.Additionally, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property rights owned byothers in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Any of the foregoing could have a material adverseeffect on our competitive position, business, financial condition and results of operations.

Some of our products and services contain open source software, which may pose particular risks to our proprietary software, products and services in amanner that could have a material and adverse effect on our business, financial condition and results of operations.

We use open source software in connection with our products and services and anticipate using open source software in the future. Some open sourcesoftware licenses require users who distribute open source software as part of their own software product to publicly disclose all or part of the source code to suchsoftware product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. Theterms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source softwarelicenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide, or distribute the products or services relatedto, the open source software subject to those licenses. While we monitor our use of open source software and try to ensure that none is used in a manner that wouldrequire us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, orcould be claimed to have occurred, in part because open source license terms are often ambiguous. Additionally, we could face claims from third parties claimingownership of, or demanding release of, any open source software or derivative works that we have developed using such software, which could include proprietarysource code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to makeour software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until we can recode orreengineer such source code in a manner that avoids infringement. This reengineering process could require us to expend significant additional research anddevelopment resources, and we may not be able to complete the reengineering process successfully. In addition to risks related to license requirements, use ofcertain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support,warranties, indemnification or other contractual protection regarding infringement claims or the quality of the code. There is little legal precedent in this area andany actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help thirdparties, including our competitors, develop products and services that are similar to or better than ours. Any of the foregoing could have a material adverse effecton our competitive position, business, financial condition and results of operations.

Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resourcesfrom other purposes, any of which could harm our business.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technicalobstacles, and it is possible that we may discover additional problems that prevent our proprietary applications, including our Weber Apps, cloud infrastructure,websites or other systems from operating properly. If our proprietary mobile applications do not function reliably or fail to achieve member or customerexpectations in terms of performance, we may lose or fail to grow member usage and customers could assert liability claims against us. This could damage ourreputation and impair our ability to attract or maintain relationships with customers and other third parties.

27

Table of Contents

If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could loselicense rights that are critical to our business.

We license certain intellectual property rights, including technologies, data, content and software from third parties, that is important to our business, andin the future we may enter into additional agreements that provide us with licenses to valuable intellectual property rights or technology. If we fail to comply withany of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Terminationby the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize futureproducts and services. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensorsfail to enforce licensed patents against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we areunable to enter into necessary licenses on acceptable terms. In addition, our rights to certain technologies are licensed to us on a nonexclusive basis. The owners ofthese non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to thoseoffered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property rights that have not beenlicensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating or otherwise violating the licensor’srights. In addition, the agreements under which we license intellectual property rights or technology from third parties are generally complex, and certainprovisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise couldnarrow what we believe to be the scope of our rights to the relevant intellectual property rights or technology, or increase what we believe to be our financial orother obligations under the relevant agreement. Any of the foregoing could have a material adverse effect on our competitive position, business, financialcondition, and results of operations.

Our collection, use, storage, transmission, disclosure and processing of personal information is subject to federal, state and international privacy and securityregulations, and our failure to comply with those regulations or to adequately secure such information could result in significant liability or reputational harmand, in turn, substantial harm to our customer base and revenue.

In operating our business and providing products and services to customers, we collect, use, store, transmit, disclose and otherwise process sensitiveemployee and customer data, including personal information, in and across multiple jurisdictions, including, at times, across national borders. As a result, we aresubject to a variety of laws and regulations in the U.S., Europe, the United Kingdom and around the world, as well as contractual obligations, regarding dataprivacy, security and protection. In many cases, these laws and regulations apply not only to third-party transactions, but also to transfers of information between oramong us, our subsidiaries and other parties with which we have commercial relationships.

Personal privacy, information security and data protection are significant issues in the United States and globally. The regulatory framework governingthe collection, use, storage, transmission, disclosure and processing of certain information, particularly financial and other personal information, is rapidly evolvingand is likely to continue to be subject to uncertainty and varying interpretations. The occurrence of unanticipated events and development of evolving technologiesoften rapidly drives the adoption of legislation or regulations affecting the use, collection or other processing of data and manner in which we conduct our business.We publicly post documentation regarding our practices concerning the collection, use, storage, transmission, disclosure and processing of data. Although weendeavor to comply with our published policies and documentation, we may at times fail to do so or be alleged to have failed to do so. Any failure or perceivedfailure by us to comply with our privacy policies or any applicable privacy, security or data protection, information security or consumer protection-related laws,regulations, orders or industry standards in one or more jurisdictions could expose us to costly litigation, investigations, significant awards, fines or judgments,civil and/or criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. Thepublication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state andfederal action if they are found to be deceptive, unfair or misrepresentative of our actual practices, which could materially and adversely affect our business,financial condition and results of operations.

We expect that there will continue to be new proposed and adopted laws, regulations and industry standards concerning privacy, data protection andinformation security in the U.S. and other jurisdictions in which we operate. Many states in which we operate have laws that protect the privacy and security ofsensitive and personal information. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive andpersonal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. Forexample, California enacted the California Consumer Privacy Act of 2018 (“CCPA”) which went into effect in January 2020 and became enforceable by theCalifornia Attorney General in July 2020, and

28

Table of Contents

which, among other things, requires companies covered by the legislation to provide new disclosures to California residents and afford such residents new rights ofaccess and deletion for personal information, as well as the right to opt-out of certain sales of personal information. The CCPA provides for civil penalties forviolations, as well as a private right of action for certain data breaches that result in the loss of specified personal information of California residents. Additionally,a new California ballot initiative, the California Privacy Rights Act (“CPRA”) was passed in November 2020. Effective starting on January 1, 2023, the CPRAimposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding consumers’ rights withrespect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPAand the CPRA. The effects of the CCPA and the CPRA are potentially significant and may require us to modify our data collection or processing practices andpolicies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.

Certain other state laws impose similar privacy obligations and all 50 states have laws including obligations to provide notification of security breaches ofcomputer databases that contain personal information to affected individuals, state officers and others. For example, the CCPA has prompted a number ofproposals for new federal and state-level privacy legislation, such as in Nevada, New Hampshire, Washington, Illinois and Nebraska, as well as in Virginia, whichsigned such legislation, the Virginia Consumer Data Protection Act (“VCDPA”), into law on March 2, 2021 with an effective date of January 1, 2023. In addition,on July 8, 2021, Colorado enacted the Colorado Privacy Act (the "CoPA"), becoming the third comprehensive consumer privacy law to be passed in the UnitedStates (after the CCPA and VCDPA). The CoPA is set to take effect on July 1, 2023. The VCDPA, CoPA and such other proposed legislation, if enacted, may addadditional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impactstrategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

Internationally, many jurisdictions have established their own data security and privacy legal framework with which we or our customers may need tocomply, including, but not limited to, the European Union, or EU. The EU’s data protection landscape is constantly changing and subject to differinginterpretations, resulting in possible significant operational costs for internal compliance and risk to our business. For example, the EU has adopted the GeneralData Protection Regulation, or the GDPR, which went into effect in May of 2018, and has resulted and will continue to result in significantly greater complianceburdens and costs for companies with users and operations in the EU and European Economic Area, including robust obligations on data processors and heavierdocumentation requirements for data protection compliance programs by companies. In particular, under the GDPR, fines of up to 20 million euros or up to 4% ofthe annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Suchpenalties are in addition to any civil litigation claims by customers and data subjects. The GDPR has also increased the scrutiny of transfers of personal data to theU.S. and other jurisdictions that the European Commission does not recognize as having “adequate” data protection laws. The efficacy and longevity of currenttransfer mechanisms to the U.S. remain uncertain. For example, in 2016, the EU and U.S. agreed to a transfer framework for data transferred to the U.S., called thePrivacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union. Due to this evolving regulatory guidance, wemay need to invest in additional technical, legal and organizational safeguards in the future to avoid disruptions to data flows within our business and to and fromour customers and service providers. Furthermore, this uncertainty, and its eventual resolution, may increase our costs of compliance, impede our ability to transferdata and conduct our business, and harm our business or results of operations.

Because the interpretation and application of many privacy and data protection laws along with contractually imposed industry standards are uncertain, itis possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices. Any failure or perceivedfailure by us, or any third parties with which we do business, to comply with our posted privacy policies, changing consumer expectations, evolving laws, rules andregulations, industry standards, or contractual obligations to which we or such third parties are or may become subject, may result in actions or other claims againstus by governmental entities or private actors, the expenditure of substantial costs, time and other resources or the incurrence of significant fines, penalties or otherliabilities. In addition, any such action, particularly to the extent we were found to be guilty of violations or otherwise liable for damages, would damage ourreputation and adversely affect our business, financial condition and results of operations.

Following the United Kingdom’s withdrawal from the EU on January 31, 2020 and the end of the transitional period on December 31, 2020, the UnitedKingdom introduced the UK General Data Protection Regulation, which currently makes the privacy regimes of the EU and United Kingdom parallel in nature,though it is possible either the EU or the United Kingdom could elect to change its approach and create differences in legal requirements and regulation. Therelationship between the United Kingdom and the EU in relation to certain aspects of data protection law remains unclear, for example, with respect to the role ofthe United Kingdom’s Information Commissioner’s Office and the possibility of

29

Table of Contents

increasing scope for divergence in application, interpretation and enforcement of the data protection law as between the United Kingdom and the EuropeanEconomic Area.

We cannot yet fully determine the long-term impact these or future laws, rules and regulations may have on our business or operations. Any such laws,rules and regulations may be inconsistent among different jurisdictions, subject to differing interpretations or may conflict with our current or future practices.Additionally, our customers may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varyingcontractual requirements applicable to certain other jurisdictions. Adherence to such contractual requirements may impact our collection, use, processing, storage,sharing and disclosure of various types of information, including financial information and other personal information, and may cause us to become bound by, or tovoluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve.Complying with these requirements and changing our policies and practices may be onerous and costly, and we may not be able to respond quickly or effectivelyto regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned products and services and/orincrease our cost of doing business. As we expand our customer base, these requirements may vary from customer to customer, further increasing the cost ofcompliance and doing business.

If we fail to comply with anti-corruption or economic sanction regulations, we could be subject to substantial fines or other penalties.

Some of the countries where we operate or where our products are sold may not have as strong a commitment to anti-corruption and ethical behavior thatis required by U.S. laws or by our corporate policies. Any violation of the Foreign Corrupt Practices Act (“FCPA”) or any similar anti-corruption law or regulationcould result in substantial fines, sanctions or civil and/or criminal penalties, debarment from business dealings with certain governments or government agencies orrestrictions on the marketing of our products in certain countries, which could harm our business, financial condition or results of operations. If these anti-corruption laws or our internal policies were to be violated, our reputation and operations could also be substantially harmed. Further, detecting, investigating andresolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

Additionally, the U.S. Department of the Treasury’s Office of Foreign Assets Control and other relevant agencies of the U.S. government administercertain laws and regulations that restrict U.S. persons and, in some instances, non-U.S. persons, from conducting activities, transacting business with or makinginvestments in certain countries, or with governments, entities and individuals subject to U.S. economic sanctions. Similar economic sanctions are imposed by theEuropean Union and other jurisdictions. Our international operations subject us to these laws and regulations, which are complex, restrict our business dealingswith certain countries, governments, entities and individuals and are constantly changing. Penalties for noncompliance with these complex laws and regulationscan be significant and include substantial fines, sanctions or civil and/or criminal penalties and violations can result in adverse publicity, which could harm ourbusiness, financial condition or results of operations.

We are subject to environmental, health and safety and consumer product laws and regulations, which could subject us to liabilities, increase our costs orrestrict our operations in the future.

Our properties and operations are subject to a number of environmental, health and safety laws and regulations in each of the jurisdictions in which weoperate. These laws and regulations govern, among other things, air emissions, water discharges, handling and disposal of solid and hazardous substances andwastes, soil and groundwater contamination, employee health and safety and the chemical content of products. We expect to continue to incur costs to comply withthese laws and regulations. If we fail to comply with these laws and regulations, we could incur substantial civil or criminal fines or penalties or enforcementactions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to conduct or fund remedial or corrective measures, installpollution control equipment or perform other actions. We may also be subject to joint and several liability for environmental investigations and cleanups, includingat properties that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was not caused byus or was legal at the time it occurred. We may face claims alleging harm to health or property or natural resource damages arising out of contamination orexposure to hazardous substances.

As a distributor of consumer products, certain of our products are subject to the U.S. Consumer Product Safety Act, which empowers the U.S. ConsumerProduct Safety Commission (CPSC) to exclude from the market products that are found to be unsafe or hazardous, and to similar laws in other jurisdictions. Weare regularly subject to inquiries from regulators about product safety in the United States and in other countries. Under certain circumstances, the CPSC or otherregulators could require us to repair, replace or refund the purchase price of one or more of our products, or potentially even discontinue entire product lines. Wealso may voluntarily take such action within strictures recommended by the CPSC or other regulators. The CPSC and other regulators also can impose fines orpenalties on a manufacturer for noncompliance with its requirements. Furthermore, failure to timely notify the CPSC or other regulators of a potential

30

Table of Contents

safety hazard can result in significant fines being assessed. Any repurchases or recalls of our products or an imposition of fines or penalties could be costly to usand could damage the reputation or the value of our brands. Additionally, other laws regulating certain consumer products exist in certain states, as well as in othercountries in which we sell our products.

In addition, future developments such as new and more restrictive, or changes to existing, environmental, health or safety laws and regulations, moreaggressive enforcement of existing laws and regulations, or the discovery of presently unknown environmental conditions may require expenditures that couldhave an adverse effect on our business, financial condition, and results of operations.

Risks Related to Our Financial Condition

Our debt covenants may limit our ability to complete acquisitions, incur debt, make investments, sell assets, merge or complete other significant transactions.

Our credit facilities include limitations on a number of our activities in the event of a default, and in some cases regardless of whether a default hasoccurred, including our ability to:

• incur additional debt;• pay dividends or repurchase stock;• create liens on our assets or make guarantees;• enter certain transactions with affiliates;• make certain investments or loans; or• dispose of or sell assets, make acquisitions above certain amounts or enter into a merger or similar transaction.

We are also required to comply with certain restrictive covenants in our credit facilities, any of which may limit our ability to engage in acts that may bein our best long-term interests. Additionally, a breach of any of the restrictive covenants in our credit facilities could result in a default under these facilities. If adefault occurs while we have borrowing amounts outstanding, the lenders under our credit facilities may elect to declare all outstanding borrowings, together withaccrued interest, to be immediately due and payable, to terminate any commitments they have to provide further borrowings and to exercise any other rights theyhave under the facilities or applicable law.

We rely on our free cash flow generation and credit facilities to provide us with sufficient working capital to operate our business and finance our growthstrategies.

Historically, we have relied upon our free cash flow generation and existing credit facilities to provide us with adequate working capital to operate ourbusiness. Moreover, our growth rate depends, to a large degree, on the availability of adequate capital to fund the expansion of our products offerings and marketpenetration, which in turn will depend in large part on cash flow generated by our business and the availability of equity and debt capital. To the extent we becomemore dependent upon our credit facilities to fund our operations, if our lenders reduce or terminate our access to amounts under our credit facilities, we may nothave sufficient capital to fund our working capital needs or growth strategies and/or we may need to secure additional capital or financing to fund our workingcapital requirements, to repay outstanding debt under our credit facilities or to finance our growth strategies. We can make no assurance that we will be successfulin ensuring our availability of amounts under our credit facilities when they are needed or in connection with raising additional capital and that any amount, ifraised, will be sufficient to meet our cash flow requirements. In the event we do not have available cash balances on hand for funding future operations, and if weare not able to maintain our borrowing availability under our credit facilities at that time and/or raise additional capital when needed, we may be forced to sharplycurtail our efforts to manufacture and promote the sale of our products or to curtail our operations.

An increase in interest rates could have a material adverse effect on the Company’s business.

Fluctuations in interest rates can increase borrowing costs on the portion of our debt that is variable, and interest rate increases on this portion of theCompany’s debt could have a material adverse effect on the Company’s business. Indeed, increases in interest rates would increase the cost of servicing our debtand could reduce our profitability and cash flows. In response to the last global economic recession, extraordinary monetary policy actions of the U.S. FederalReserve and other central banking institutions, including the utilization of quantitative easing, were taken to create and maintain a low interest rate environment.However, the U.S. Federal Reserve raised its benchmark interest rate nine times since December 2015, including four times in 2018, each time by a quarter of apercentage point, before reducing interest rates in 2019 three times. In response to the COVID-19 pandemic, the U.S. Federal Reserve reduced its benchmarkinterest rate to 0% in March 2020 before voting in November 2020 to keep short-term interest rates anchored in a range between 0% and 0.25%. Any change in thefiscal policies or stated target interest rates of the U.S. Federal Reserve or other central banking institutions, or market expectations of such change, are difficult topredict and may result in significantly higher long-term

31

Table of Contents

interest rates. Such a transition may be abrupt and may, among other things, reduce the availability and/or increase the costs of obtaining new debt and refinancingexisting indebtedness.

An increase in interest rates may also occur from changes in regulatory standards or industry practices, such as the contemplated transition away from theLondon Interbank Offered Rate (“LIBOR”) as a benchmark reference for short-term interest rates. Such a transition may result in the usage of a higher referencerate for our variable rate debt. The U.S. Federal Reserve has sponsored the Alternative Reference Rates Committee (“ARRC”), which serves as a forum tocoordinate and track planning as market participants currently using LIBOR consider (a) transitioning to alternative reference rates where it is deemed appropriateand (b) addressing risks in legacy contracts’ language given the possibility that LIBOR might stop. On April 3, 2018, the U.S. Federal Reserve began publishingthree new reference rates, including the Secured Overnight Financing Rate (“SOFR”). SOFR is observed and backward looking, which stands in contrast withLIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panelmembers. Given that SOFR is a secured rate backed by government securities, it will be a rate that does not take into account bank credit risk (as is the case withLIBOR). SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions. ARRC has recommendedSOFR as the alternative to LIBOR and published fallback interest rate consultations for public comment and a Paced Transition Plan to SOFR use. The FinancialStability Board has taken an interest in LIBOR and possible replacement indices as a matter of risk management. The International Organization of SecuritiesCommissions, or IOSCO, has been active in this area and is expected to call on market participants to have backup options if a reference rate, such as LIBOR,ceases publication. The International Swaps and Derivatives Association (“ISDA”) has published guidance on interest rate benchmarks and alternatives in July andAugust 2018. ISDA also published a protocol providing details of the fallback rate conversion methodology in October 2020. It cannot be predicted whether SOFRor another index or indices will become a market standard that replaces LIBOR, and if so, the effects on our future results of operations or financial condition. In aNovember 30, 2020 announcement, LIBOR’s administrator signaled to the market that USD LIBOR for the most liquid maturities is now likely to continue to bepublished until June 30, 2023, which would allow time for certain legacy contracts to mature before USD LIBOR is no longer available, and would also allow formore time for SOFR to develop. If LIBOR ceases to exist prior to the maturity of our contracts, we may need to renegotiate our credit agreements that utilizeLIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

Risks Related to Our Organizational Structure

We are a holding company and our principal asset is our 26% ownership interest in Weber HoldCo LLC, and we are accordingly dependent upon distributionsfrom Weber HoldCo LLC to pay dividends, if any, and taxes, make payments under the Tax Receivable Agreement and pay other expenses.

We are a holding company and our principal asset is 26% of the outstanding non-voting common interest units of Weber HoldCo LLC ("LLC Units"). Wehave no independent means of generating income from operations. Weber HoldCo LLC is, and will continue to be, treated as a partnership for U.S. federal incometax purposes and, as such, will not be subject to U.S. federal income tax. Instead, the taxable income of Weber HoldCo LLC will be allocated to holders of LLCUnits, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Weber HoldCo LLC. We will also incur expensesrelated to our operations, and will have obligations to make payments under the Tax Receivable Agreement. As the sole managing member of Weber HoldCo LLC,we intend to cause Weber HoldCo LLC to make distributions to the holders of LLC Units and us, in amounts sufficient to (i) generally cover all applicable taxespayable by us and the holders of LLC Units, (ii) allow us to make any payments required under the Tax Receivable Agreement, (iii) fund dividends to ourstockholders in accordance with our dividend policy, to the extent that our board of directors declares such dividends and (iv) pay our expenses.

Deterioration in the financial conditions, earnings or cash flow of Weber HoldCo LLC and its subsidiaries for any reason could limit or impair theirability to pay such distributions. Additionally, to the extent that we need funds and Weber HoldCo LLC is restricted from making such distributions to us underapplicable law or regulation, as a result of covenants in its debt agreements or otherwise, we may not be able to obtain such funds on terms acceptable to us, or atall, and, as a result, could suffer a material adverse effect on our liquidity and financial condition.

In certain circumstances, Weber HoldCo LLC is required to make distributions to us and the other holders of LLC Units, and the distributions that WeberHoldCo LLC is required to make may be substantial.

Under the Amended LLC Agreement, Weber HoldCo LLC is generally required from time to time to make pro rata distributions in cash to us and theother holders of LLC Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on our and the other LLC Unit holders’respective allocable shares of the taxable income of Weber HoldCo LLC. As a result of (i) potential differences in the amount of net taxable income allocable to usand the other LLC Unit holders, (ii) the lower tax rate applicable to corporations than individuals and (iii) the favorable tax benefits that we anticipate receivingfrom (a) acquisitions of interests in Weber HoldCo LLC in connection with acquisitions by

32

Table of Contents

Weber Inc. of LLC Units from certain of our existing equityholders in connection with future taxable redemptions or exchanges of LLC Units for shares of ourClass A common stock or cash and (b) payments under the Tax Receivable Agreement, we expect that these tax distributions will be in amounts that exceed our taxliabilities and obligations to make payments under the Tax Receivable Agreement. Our board of directors determines the appropriate uses for any excess cash soaccumulated, which may include, among other uses, dividends, repurchases of our Class A common stock and the payment of other expenses. While we intend todistribute this excess cash to our shareholders as dividends pursuant to our dividend policy, we will have no obligation to distribute such cash (or other availablecash other than any declared dividend) to our stockholders. No adjustments to the redemption or exchange ratio of LLC Units for shares of Class A common stockare made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our stockholders. To the extent that we do notdistribute such excess cash as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Weber HoldCo LLC,holders of LLC Units would benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following aredemption or exchange of their LLC Units.

We are controlled by the Pre-IPO LLC Members whose interests in our business may be different than yours, and certain statutory provisions afforded tostockholders are not applicable to us.

The Pre-IPO LLC Members (as defined below) control approximately 82% of the combined voting power of our common stock. Further, pursuant to theStockholders Agreement (as defined below), we and the Pre-IPO LLC Members entered into, the Pre-IPO LLC Members may approve or disapprove our change ofcontrol transactions, including mergers or amalgamations, consolidations or a sale of all or substantially all assets and any dissolution, liquidation or reorganizationof us or our subsidiaries. In addition, the Stockholders Agreement provides that approval by the Pre-IPO LLC Members is required for changes to the strategicdirection or scope of our principal business or that of Weber HoldCo LLC. Furthermore, the Stockholders Agreement provides that, until the Pre-IPO LLCmembers beneficially hold at least a majority of the aggregate outstanding shares of our common stock, which we refer to as the “Majority OwnershipRequirement,” the Pre-IPO LLC Members may designate a majority of the nominees for election to our board of directors, including the nominee for election toserve as Chair of our board of directors; even after the Majority Ownership Requirement is no longer met, Pre-IPO LLC Members can continue to retain certaindesignation rights under the Stockholders Agreement proportionate to their percentage ownership in our common stock.

This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of ourcompany, which could deprive you of an opportunity to receive a premium for your shares of Class A common stock and may make some transactions moredifficult or impossible without the support of the Pre-IPO LLC Members, even if such events are in the best interests of minority stockholders. Furthermore, thisconcentration of voting power with the Pre-IPO LLC Members may have a negative impact on the price of our Class A common stock.

Our dual-class structure, combined with the concentrated control of the Pre-IPO LLC Members, may result in a lower or more volatile market price of ourClass A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on includingcompanies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell announced that it plans to require new constituents of itsindexes to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admitcompanies with multiple-class share structures to certain of its indexes. Because of our dual-class structure, we will likely be excluded from these indexes and wecannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to trackcertain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractiveto other investors. As a result, the market price of our Class A common stock could be adversely affected.

The Pre-IPO LLC Members’ interests may not be fully aligned with yours, which could lead to actions that are not in your best interests. Because the Pre-IPO LLC Members hold a majority of their economic interests in our business through Weber HoldCo LLC rather than through Weber Inc., they may haveconflicting interests with holders of shares of our Class A common stock. For example, the Pre-IPO LLC Members may have a different tax position from us,which could influence their decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in lightof the existence of the Tax Receivable Agreement that we entered into in connection with our initial public offering, and whether and when we should undergocertain changes of control for purposes of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of futuretransactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us. Pursuant to the Bipartisan Budget Actof 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to Weber HoldCo LLC’s federal income tax returns, it may assessand collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from Weber HoldCo LLC. If, as a result of anysuch audit

33

Table of Contents

adjustment, Weber HoldCo LLC is required to make payments of taxes, penalties and interest, Weber HoldCo LLC’s cash available for distributions to us may besubstantially reduced. These rules are not applicable to Weber HoldCo LLC for tax years beginning on or prior to December 31, 2017. In addition, the Pre-IPOLLC Members’ significant ownership in us and resulting ability to effectively control us may discourage someone from making a significant equity investment inus, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of our Class A common stock mightotherwise receive a premium for your shares over the then-current market price.

We have opted out of Section 203 of the General Corporation Law of the State of Delaware, or DGCL, which prohibits a publicly held Delawarecorporation from engaging in a business combination transaction with an interested stockholder for a period of three years after the interested stockholder becamesuch unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction which resulted in suchstockholder becoming an interested stockholder. Therefore, after the lock-up periods related to our initial public offering expire, the Pre-IPO LLC Members will beable to transfer control of us to a third party by transferring their shares of our common stock (subject to certain restrictions and limitations), which would notrequire the approval of our board of directors or our other stockholders.

The doctrine of “corporate opportunity” does not apply with respect to the Pre-IPO LLC Members and our directors who are not employed by us or oursubsidiaries, and their respective affiliates.

Pursuant to our certificate of incorporation, to the fullest extent permitted by law, we waived, on behalf of ourselves and our subsidiaries, the doctrine of“corporate opportunity” under Delaware law from applying against the Pre-IPO LLC Members and directors who are not employed by us or our subsidiaries, andtheir respective affiliates. The doctrine of corporate opportunity generally requires, among other things, a corporation’s fiduciary to refrain from engaging incorporate opportunities that are in lines of business reasonably similar to the present or prospective business of such corporation, unless that opportunity is firstpresented to the corporation and the corporation chooses not to pursue that opportunity. As a result of our waiver, certain of our stockholders, directors and theirrespective affiliates will not be prohibited from operating or investing in competing businesses. We, therefore, may find ourselves in competition with certain ofour stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial tous. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business, financial condition, results ofoperations and cash flow.

We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and rely on, exemptions from certain corporate governancerequirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.

BDT Capital Partners LLC beneficially owns more than 50% of the voting power for the election of members of our board of directors. As a result, we area “controlled company” within the meaning of the corporate governance standards of the NYSE rules. Under these rules, a listed company of which more than 50%of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporategovernance requirements.

As a controlled company, we rely on certain exemptions from the NYSE standards that may enable us not to comply with certain NYSE corporategovernance requirements. Accordingly, we do not have a nominating and corporate governance committee. As a consequence of our reliance on certain exemptionsfrom the NYSE standards provided to “controlled companies,” you will not have the same protections afforded to stockholders of companies that are subject to allof the corporate governance requirements of the NYSE.

We are required to pay the Pre-IPO LLC Members and any other persons that become parties to the Tax Receivable Agreement for certain tax benefits we mayreceive, and the amounts we may pay could be significant.

Acquisitions by Weber Inc. of LLC Units from certain of our existing equityholders in connection with future taxable redemptions or exchanges by thePre-IPO LLC Members of LLC Units for shares of our Class A common stock or cash, as well as other transactions described herein, are expected to result in taxbasis adjustments to the assets of Weber HoldCo LLC. These tax basis adjustments generated over time may increase (for tax purposes) the depreciation andamortization deductions available to Weber Inc. and, therefore, may reduce the amount of U.S. federal, state and local tax that Weber Inc. would otherwise berequired to pay in the future. These tax attributes would not be available to us in the absence of those transactions. The anticipated tax basis adjustments areexpected to reduce the amount of tax that we would otherwise be required to pay in the future.

We entered into the Tax Receivable Agreement with the Pre-IPO LLC Members that provides for the payment by us to the Pre-IPO LLC Members of85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) Weber Inc.’sallocable share of certain existing tax basis in tangible and intangible assets related to certain transactions that resulted in a step-up in Weber HoldCo LLC’s taxbasis, (ii) any

34

Table of Contents

increase in tax basis in Weber Inc.’s assets resulting from (a) acquisitions by Weber Inc. of LLC Units from the Pre-IPO LLC Members in connection with ourinitial public offering, (b) the purchase of LLC Units from any of the Pre-IPO LLC Members using the net proceeds from any future offering, (c) redemptions orexchanges by the Pre-IPO LLC Members of LLC Units for shares of our Class A common stock or cash or (d) payments under the Tax Receivable Agreement and(iii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. The payment obligations under the TaxReceivable Agreement are our obligations and not obligations of Weber HoldCo LLC.

As a result of the increases in the tax basis of the tangible and intangible assets of Weber HoldCo LLC attributable to the redeemed or exchanged LLCUnits, the payments that we may make to the existing Pre-IPO LLC Members could be substantial. The actual increases in tax basis with respect to future taxableredemptions, exchanges or purchases of LLC Units, as well as the amount and timing of any payments we are required to make under the Tax ReceivableAgreement in respect of the acquisition of LLC Units from Pre-IPO LLC Members in connection with future taxable redemptions, exchanges or purchases of LLCUnits, may differ materially from the amounts set forth above because the potential future reductions in our tax payments, as determined for purposes of the TaxReceivable Agreement, and the payments we will be required to make under the Tax Receivable Agreement, will each depend on a number of factors, includingthe market value of our Class A common stock at the time of redemption or exchange, the prevailing federal tax rates applicable to us over the life of the TaxReceivable Agreement (as well as the assumed combined state and local tax rate), the amount and timing of the taxable income that we generate in the future andthe extent to which future redemptions, exchanges or purchases of LLC Units are taxable transactions.

Payments under the Tax Receivable Agreement are not conditioned on the Pre-IPO LLC Members’ continued ownership of us. There may be a materialnegative effect on our liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits we receive in respect of thetax attributes subject to the Tax Receivable Agreement and/or distributions to us by Weber HoldCo LLC are not sufficient to permit us to make payments under theTax Receivable Agreement.

In addition, the Pre-IPO LLC Members will not reimburse us for any payments previously made if such tax basis increases or other tax benefits aresubsequently disallowed by the Internal Revenue Service (“IRS”), except that any excess payments made to the Pre-IPO LLC Members will be netted againstfuture payments otherwise to be made under the Tax Receivable Agreement, if any, after our determination of such excess. As a result, in such circumstances, wecould make payments to the Pre-IPO LLC Members under the Tax Receivable Agreement that are greater than our actual cash tax savings and we may not be ableto recoup those payments, which could negatively impact our liquidity.

In addition, the Tax Receivable Agreement provides that, upon certain mergers, asset sales or other forms of business combination, or certain otherchanges of control, our or our successor’s obligations with respect to tax benefits would be based on certain assumptions, including that we or our successor wouldhave sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the Tax Receivable Agreement. As a result,upon a change of control, we could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of our actualcash tax savings, which could negatively impact our liquidity.

This provision of the Tax Receivable Agreement may result in situations where the Pre-IPO LLC Members have interests that differ from or are inaddition to those of our other stockholders. In addition, we could be required to make payments under the Tax Receivable Agreement that are substantial and inexcess of our, or a potential acquirer’s, actual cash savings in income tax.

Our obligations under the Tax Receivable Agreement also applies with respect to any person who is issued LLC Units in the future and who becomes aparty to the Tax Receivable Agreement.

Finally, because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement depends onthe ability of Weber HoldCo LLC to make distributions to us. To the extent that we are unable to make payments under the Tax Receivable Agreement for anyreason, such payments will be deferred and will accrue interest until paid, which could negatively impact our results of operations and could also affect ourliquidity in periods in which such payments are made.

Risks Related to Ownership of Our Class A Common Stock

Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of ourClass A common stock.

Our certificate of incorporation and bylaws provide for, among other things:• division of our board of directors into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms;

35

Table of Contents

• until the Majority Ownership Requirement is no longer met, the Pre-IPO LLC Members may designate a majority of the nominees for election to ourboard of directors, including the nominee for election to serve as Chair of our board of directors;

• at any time after the Majority Ownership Requirement is no longer met, there will be:◦ restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting or to act by written

consent;◦ supermajority approval requirements for amending or repealing certain provisions in the certificate of incorporation and bylaws;◦ removal of directors only for cause and by the affirmative vote of holders of 75% of the total voting power of our outstanding shares of common

stock, voting together as a single class; and◦ a prohibition on business combinations with interested shareholders under Section 203 of the DGCL;

• our ability to issue additional shares of Class A common stock and to issue preferred stock with terms that our board of directors may determine, ineach case without stockholder approval (other than as specified in our certificate of incorporation);

• the absence of cumulative voting in the election of directors; and• advance notice requirements for stockholder proposals and nominations.

These provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a transaction involving a change in control of ourcompany that is in the best interest of our minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affectthe prevailing market price of our Class A common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it moredifficult for stockholders to nominate directors for election to our board of directors and take other corporate actions.

Our stock price may continue to be volatile, which could cause the value of your investment to decline, and you may not be able to resell your shares at orabove the initial public offering price.

Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility,as well as general economic, market or political conditions, could reduce the market price of our Class A common stock regardless of our results of operations. Thetrading price of our Class A common stock may continue to be volatile and subject to wide price fluctuations in response to various factors, including:

• market conditions in the broader stock market in general, or in our industry in particular;• actual or anticipated fluctuations in our quarterly financial and results of operations;• introduction of new products and services by us or our competitors;• issuance of new or changed securities analysts’ reports or recommendations;• investor perceptions of us and the industries in which we or our clients operate;• low trading volume or sales, or anticipated sales, of large blocks of our Class A common stock, including those by our existing investors;• concentration of Class A common stock ownership;• additions or departures of key personnel;• regulatory or political developments;• litigation and governmental investigations; and• changing economic and political conditions.

These and other factors may cause the market price and demand for shares of our Class A common stock to fluctuate substantially, which may limit orprevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. Inaddition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against thecompany that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit couldalso divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

Our ability to pay dividends to our stockholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.

We are a holding company and have no material assets other than our ownership of LLC Units in Weber HoldCo LLC, and we do not have anyindependent means of generating income from operations. We cause Weber HoldCo LLC to

36

Table of Contents

make pro rata distributions to the Pre-IPO LLC Members and us in an amount at least sufficient to allow us and the Pre-IPO LLC Members to generally pay allapplicable taxes, to make payments under the Tax Receivable Agreement and to pay our corporate and other overhead expenses. Weber HoldCo LLC is a distinctlegal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit our ability to obtain cash from them. If WeberHoldCo LLC is unable to make distributions, we may not receive adequate distributions, which could materially and adversely affect our dividends and financialposition and our ability to fund any dividends.

Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our global growthplans and determine whether to declare periodic dividends to our stockholders. Our board of directors will take into account general economic and businessconditions, including our financial condition and results of operations, capital requirements, contractual restrictions, including restrictions and covenants containedin our credit agreement, business prospects and other factors that our board of directors considers relevant. In addition, the credit agreement limits the amount ofdistributions that Weber HoldCo LLC can make to us and the purposes for which distributions could be made. Accordingly, we may not be able to pay dividendseven if our board of directors would otherwise deem it appropriate.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A common stock, the price ofour Class A common stock could decline.

The trading market for our Class A common stock relies in part on the research and reports that industry or securities analysts publish about us or ourbusiness. We currently have research coverage by industry and securities analysts. If no or few analysts continue coverage of us, the trading price of our Class Acommon stock would likely decrease. If one or more of the analysts covering our business downgrade their evaluations of our Class A common stock, the price ofour Class A common stock could decline. If one or more of these analysts cease to cover our Class A common stock, we could lose visibility in the trading marketfor our Class A common stock, which in turn could cause our Class A common stock price to decline.

We incur increased costs and are subject to additional regulations and requirements as a public company, and our management is required to devotesubstantial time to new compliance matters, which could lower profits or make it more difficult to run our business.

As a public company, we incur significant legal, accounting, reporting and other expenses that we had not incurred as a private company, including costsassociated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred and will incur costsassociated with compliance with the Sarbanes-Oxley Act and rules and regulations of the SEC, and various other costs of a public company. The expenses incurredby public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to continue to increaseour legal and financial compliance costs and to make some activities more time consuming and costly, although we are currently unable to estimate these costswith any degree of certainty. Our management devotes a substantial amount of time to ensure that we comply with all of these requirements.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for publiccompanies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject tovarying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance isprovided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoingrevisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment mayresult in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to complianceactivities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguitiesrelated to practice, regulatory authorities may initiate legal proceedings against us, which could have an adverse effect on our business, financial condition andresults of operations.

These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liabilityinsurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These lawsand regulations could also make it more difficult to attract and retain qualified persons to serve on our board of directors, our board committees or as executiveofficers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines,sanctions and other regulatory action and potentially civil litigation.

37

Table of Contents

Failure to comply with the requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business andstock price.

We have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internalcontrols is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expendsignificant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations ona timely basis, result in material misstatements in our consolidated financial statements and harm our operating results. In addition, we are required pursuant toSection 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control overfinancial reporting for the first fiscal year beginning after the effective date of our initial public offering. This assessment needs to include disclosure of anymaterial weaknesses identified by our management in an internal control over financial reporting. In addition, our independent registered public accounting firm isrequired to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) commencing the year following our firstannual report required to be filed with the SEC. Testing and maintaining internal controls may divert our management’s attention from other matters that areimportant to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance withSection 404 or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effectiveinternal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors couldlose confidence in our reported financial information, which could cause the price of our common stock to decline, and we may be subject to investigation orsanctions by the SEC.

The provision of our amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federaldistrict courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation provides that, unless we, in writing, select or consent to the selection of an alternative forum, allcomplaints asserting any internal corporate claims (defined as claims, including claims in the right of our company: (i) that are based upon a violation of a duty bya current or former director, officer, employee, or stockholder in such capacity; or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery), tothe fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court ofChancery does not have, or declines to accept, subject matter jurisdiction, another state court or a federal court located within the State of Delaware). Additionally,unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the exclusive forum for the resolution of anycomplaint asserting a cause of action arising under the Securities Act. Our choice-of-forum provision will not apply to suits brought to enforce any liability or dutycreated by the Exchange Act. Any person or entity purchasing or otherwise acquiring or holding any interest in our common stock shall be deemed to have noticeof and to have consented to the forum selection provisions described in our amended and restated certificate of incorporation. Although we believe these exclusiveforum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which eachapplies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any ofour directors, officers, or stockholders, which may discourage lawsuits with respect to such claims. Our stockholders will not be deemed to have waived ourcompliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court findseither exclusive forum provision contained in our certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costsassociated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

General Risk Factors

Our future success depends on the continuing efforts of our management team and key employees, and on our ability to attract and retain highly skilledpersonnel and senior management.

We depend on the talents and continued efforts of our senior management and key employees. The loss of members of our management or key employeesmay disrupt our business and harm our results of operations. Furthermore, our ability to manage further expansion will require us to continue to attract, motivate,and retain additional qualified personnel. Competition for this type of personnel is intense, and we may not be successful in attracting, integrating, and retaining thepersonnel required to grow and operate our business effectively. There can be no assurance that our current management team or any new members of ourmanagement team will be able to successfully execute our business and operating strategies.

38

Table of Contents

We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance.

Our operations are subject to many hazards and operational risks inherent to our business, including: (a) general business risks; (b) product liability; (c)product recall; and (d) damage to third parties (e.g., our vendors), our infrastructure, or properties caused by fires, floods and other natural disasters, power losses,telecommunications failures, terrorist attacks, riots, cyberattacks, public health crises such as the current COVID-19 pandemic (and other future pandemics orepidemics), human errors, and similar events.

Our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. For example, we do not currently maintaincybersecurity insurance and our insurance providers may take the position that our coverage, under present circumstances, does not extend to business interruptionsas they relate to the COVID-19 pandemic. In addition, we may not be able to maintain adequate insurance in the future at rates we consider reasonable andcommercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significantuninsured claim or a claim in excess of the insurance coverage limits maintained by us could harm our business, results of operations, and financial condition.

We face risks associated with our increased presence in emerging markets.

Our growth plans include efforts to increase revenue from emerging markets, including through acquisitions. Local business practices in these countriesmay not comply with U.S. laws, local laws or other laws applicable to us or our compliance policies, and noncompliant practices may result in increased liabilityrisks. For example, we may incur unanticipated costs, expenses or other liabilities as a result of an acquisition target’s violation of applicable laws, such as the U.S.Foreign Corrupt Practices Act (FCPA) or similar worldwide anti-bribery laws in non-U.S. jurisdictions. We may incur unanticipated costs or expenses, includingpost-closing asset impairment charges, expenses associated with eliminating duplicate facilities, litigation, and other liabilities. In addition, our recent and futureacquisitions may increase our exposure to other risks associated with operating internationally, including foreign currency exchange rate fluctuations; political,legal and economic instability; inflation; changes in tax rates and tax laws; and work stoppages and labor relations.

Our real estate leases generally obligate us for long periods, which subjects us to various financial risks.

We lease certain of our manufacturing centers, distribution centers, and retail locations, generally for long terms. While we have the right to terminatesome of our leases under specified conditions by making specified payments, we may not be able to terminate a particular lease if or when we would like to do so.If we decide to close these facilities, we are generally required to continue paying rent and operating expenses for the balance of the lease term, or to pay toexercise rights to terminate, and the performance of any of these obligations may be expensive. When we assign or sublease vacated locations, we may remainliable for the lease obligations if the assignee or sublessee does not perform. In addition, when leases for these facilities expire, we may be unable to negotiaterenewals, either on commercially acceptable terms, or at all, which could cause us to close these facilities. Accordingly, we are subject to the risks associated withleasing real estate, which could have a material adverse effect on our operating results.

Further, the success of our and our partners’ retail locations depends on a number of factors including the sustained success of the shopping center inwhich the retail location is situated, consumer demographics, and consumer shopping habits and patterns. Changes in consumer shopping habits and patterns,reduced consumer traffic in the shopping centers where our and our partners’ retail locations are located, financial difficulties of our and our partners’ landlords,anchor tenants, or a significant number of other retailers, and shopping center vacancies or closures could impact the profitability of our and our partners’ retaillocations and increase the likelihood that our and our partners’ landlords fail to fulfill their obligations and conditions under our and our partners’ lease agreements.While we and our partners’ have certain remedies and protections under our lease agreements, the loss of business that could result if a shopping center shouldclose or if consumer traffic were to significantly decline as a result of lost tenants or improper care of the facilities or due to macroeconomic effects, including theimpact of COVID-19, could have a material adverse effect on our financial position, results of operations, and cash flows.

39

Table of Contents

Item 1B. Unresolved Staff Comment

None.

Item 2. Properties

Our Global Headquarters, which also houses global teams as well as our Americas regional team, is located in Palatine, Illinois. We expect that this154,706 square foot corporate complex, which we own, will accommodate our growth plans for the foreseeable future. We recently added a 6,857 square footsatellite corporate office with a 65 month lease term in downtown Chicago, Illinois to attract additional talent in IT/technology and innovation/marketing roles.

Our primary U.S. manufacturing facility, which produces charcoal, gas and pellet grills, is located in Huntley, Illinois. We recently executed a sale-leaseback on the 621,859 square feet facility, with a 15-year lease term. We also lease two additional manufacturing facilities in Palatine, Illinois, which areapproximately 67,000 square feet and 59,000 square feet, respectively.

We lease a 757,120 square foot Global Distribution Center in Huntley, Illinois, adjacent to our manufacturing facility that serves as our primaryconsolidation point for distribution in the U.S. and outbound distribution for grills across the globe. We also lease a domestic distribution center located in Elgin,Illinois, which is 319,043 square feet and serves as our primary DTC/e-commerce distribution facility for the U.S. and Canada. Additionally, we leaseapproximately 29,000 square feet of product innovation and development office space and test facilities in Palatine, Illinois.

Our new European Manufacturing and Distribution Center is located in Zabrze, Poland. We rent this 486,819 square foot state-of-the-art manufacturingand technical space that also includes an additional 51,935 square foot office. The distribution center will initially act as a hub and spoke distribution point for ourEMEA markets for products manufactured in the Zabrze facility. The Poland operations have significant capacity expansion opportunities.

In most of the countries we operate in, we lease office space for local operations (local country leadership, consumer call centers, etc.) and we do notforesee any significant changes to these operations going forward.

We consider our facilities, taken as a whole, to be suitable, adequate, and of sufficient capacity for our current operations.

Item 3. Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are notpresently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have amaterial adverse effect on our business, operating results, financial condition or cash flows.

The information presented in Note 10 to our consolidated financial statements within this Annual Report on Form 10-K is incorporated herein byreference.

Item 4. Mine Safety Disclosures

Not applicable.

40

Table of Contents

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WEBR.” Our Class B common stock is not listed nortraded on any stock exchange.

On November 30, 2021, there were 46 shareholders of record of our Class A common stock and 47 shareholders of record of our Class B common stock.The number of record holders does not include persons who held shares of our Class A common stock in nominee or "street name" accounts through brokers.

Dividend Policy

On November 3, 2021, (i) our Board of Directors declared a quarterly dividend of $0.04 per share of Class A common stock, payable December 17, 2021to holders of our Class A common stock of record on December 7, 2021 and (ii) Weber HoldCo LLC declared a distribution of $0.04 per LLC Unit, payableDecember 17, 2021 to holders of LLC Units as of that date. We will pay the dividend to holders of Class A common stock with the funds we receive from theWeber HoldCo LLC distribution as a holder of LLC Units. When considering whether to declare a dividend, our board of directors will take into account:

• general economic and business conditions;• our financial condition and operating results;• our available cash and current and anticipated cash needs;• our capital requirements;• contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to• our stockholders or by our subsidiaries (including Weber HoldCo LLC) to us; and• such other factors as our board of directors may deem relevant.

Weber Inc. is a holding company and has no material assets other than its ownership of LLC Units in Weber HoldCo LLC, and as a consequence, ourability to declare and pay dividends to the holders of our Class A common stock is subject to the ability of Weber HoldCo LLC to provide distributions to us. IfWeber HoldCo LLC makes such distributions, the holders of LLC Units will be entitled to receive equivalent distributions from Weber HoldCo LLC. However,because we must pay taxes, make payments under the Tax Receivable Agreement and pay our expenses, amounts ultimately distributed as dividends to holders ofour Class A common stock are expected to be less than the amounts distributed by Weber HoldCo LLC to the Pre-IPO LLC Members on a per share basis.

Assuming Weber HoldCo LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A commonstockholders out of the portion, if any, of such distributions remaining after our payment of taxes, Tax Receivable Agreement payments and expenses (any suchportion, an “excess distribution”) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class Acommon stockholders, our Class A common stockholders may not necessarily receive dividend distributions relating to excess distributions, even if Weber HoldCoLLC makes such distributions to us.

Unregistered Shares of Equity Securities

In connection with the reorganization incident to the IPO, the Company issued 32,326,931 shares of Class A common stock to the Blocker equityholders.The shares of Class A common stock were issued for nominal consideration in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933,as amended, on the basis that the transaction did not involve a public offering. The shares of Class A common stock were issued to a limited number of investors,all of which had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the investment.No underwriters were involved in the issuance and sale of the shares of Class A common stock.

In connection with the reorganization incident to the IPO, the Company issued 236,994,533 shares of Class B common stock, par value $0.00001 pershare (the “Class B common stock”), to the Pre-IPO LLC Members (each capitalized term in this Section II, Item 2 that is not otherwise defined shall be as definedin the S-1). The shares of Class B common stock were issued for nominal consideration in reliance on the exemption contained in Section 4(a)(2) of the SecuritiesAct of 1933, as amended, on the basis that the transaction did not involve a public offering. The shares of Class B common stock were issued to a limited numberof investors, all of which had sufficient knowledge and experience in

41

Table of Contents

financial and business matters to make them capable of evaluating the merits and risks of the investment. No underwriters were involved in the issuance and sale ofthe shares of Class B common stock.

The number of shares of Class B common stock that were issued corresponds to the number of LLC Units issued to the Pre-IPO LLC Members. Pursuantto the terms of the Amended and Restated Limited Liability Company Agreement of Weber HoldCo LLC, each holder of LLC Units has the right to require WeberHoldCo LLC to redeem all or a portion of its LLC Units for, at the Company’s election, newly issued shares of Class A common stock on a one-for-one basis or acash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Unit redeemed (subject to customaryadjustments, including for stock splits, stock dividends and reclassifications). Additionally, in the event of a redemption request by a holder of LLC Units, theCompany may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. A corresponding number ofshares of Class B common stock will be canceled on a one-for-one basis if the Company or Weber HoldCo LLC, following a redemption request of a holder ofLLC Units, redeems or exchanges LLC Units of such holder of LLC Units.

Use of Proceeds

Not applicable.

Issuer Purchases of Equity Securities

None.

Performance Graph

Not applicable.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ThefollowingdiscussionandanalysisofourfinancialconditionandresultsofoperationsshouldbereadtogetherwithourconsolidatedfinancialstatementsandtherelatednotesappearingelsewhereinthisAnnualReportonForm10-K.Someoftheinformationcontainedinthisdiscussionandanalysis,includinginformationwithrespecttoourplansandstrategyforourbusiness,includesforward-lookingstatementsthatinvolverisksanduncertainties.Thesectiontitled“SpecialNoteRegardingForward-LookingStatements”shouldbereadforadiscussionofimportantfactorsthatcouldcauseactualresultstodiffermateriallyfromtheresultsdescribedinorimpliedbytheforward-lookingstatementscontainedinthefollowingdiscussionandanalysis.OurfiscalyearendisSeptember30,andourfiscalquartersendonDecember31,March31,June30andSeptember30.OurfiscalyearsendedSeptember30,2021,2020and2019arereferredtohereinasFiscalYear2021,FiscalYear2020andFiscalYear2019,respectively.

Key Factors Affecting Our Results of Operations

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks andchallenges, including those discussed below and in “Risk Factors.”

Economic Conditions

Demand for our products is significantly affected by a number of economic factors impacting our customers and consumers, such as the availability ofcredit, consumer confidence and spending, demographic trends, employment levels and other macroeconomic factors (e.g., lockdowns, government mandates, etc.)that may influence the extent to which consumers invest in household products such as grills, and associated accessories, consumables and services.

Seasonality/Weather

Although we generally have demand for our products throughout the year, our sales have historically experienced some seasonality. We have typicallyexperienced our highest level of sales of our products in the second and third fiscal quarters as retailers across North America and Europe changeover their floorsets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during our first and fourth fiscal quarters, with theexception of our Australia/ New Zealand business which is counter seasonal to the balance of our business. We have a long track record of investing in ourbusiness throughout the year, including in operating expenses, working capital and other growth initiatives. We typically borrow under our short-term revolvingfacility in the first and second fiscal quarters to fund working capital for building up inventory in anticipation of the higher demand we experience in the secondand third fiscal quarters. While these investments drive performance during the primary selling season in our second and third fiscal

42

Table of Contents

quarters, they generally have a negative impact on cash flow and net income during our first and fourth fiscal quarters. Unfavorable weather during our higher salesseason can also have a material adverse impact on our results, and can cause shifts in sales across fiscal quarters. A few examples are colder, wetter weatherpatterns during the key second and third fiscal quarters in North America and Europe, or drought conditions leading to wildfires similar to what Australiaexperienced in early Fiscal Year 2020.

Business Acquisitions

On January 12, 2021, Weber acquired all of the outstanding stock of June Life, Inc. (“June”), a smart appliance and technology company. The acquisitionaligns with the Company’s strategy of revolutionizing the outdoor cooking experience through connected products, services and experiences that make grilling theperfect meal simple with our smartphone-enabled step-by-step cooking experience. Weber Connect, powered by June OS, is our smart cooking software solutiondeveloped with June. The acquisition was accounted for as a business combination, and June was acquired for aggregate consideration of $142.2 million, including$108.3 million of cash. The results of operations for June have been included in the consolidated statements of income since the acquisition date, which were notmaterial. The assets acquired and liabilities assumed in connection with this acquisition were included in our consolidated balance sheet as of September 30, 2021,which have been measured at fair value as of the acquisition date.

On April 1, 2021, we acquired substantially all of the operations of R. McDonald Co. Pty. Ltd. (“RMC”), a sales and marketing company in Australia andNew Zealand, for approximately $26.3 million in cash and $14.6 million in equity. The results of operations for RMC have been included in the consolidatedstatements of income since the acquisition date, which were not material. The assets acquired and liabilities assumed in connection with the acquisition wereincluded in our consolidated balance sheet as of September 30, 2021, which have been measured at fair value as of the acquisition date.

We remain open to synergistic acquisitions that enhance our product line, geographic reach, market share and operational capabilities.

Impact of COVID-19

Since the onset of the COVID-19 pandemic, we have focused on protecting our employees’ health and safety, meeting our customers’ needs as theynavigate an uncertain financial and operating environment, working closely with our suppliers to protect our ongoing business operations and rapidly adjusting ourshort-, medium- and long-term operational plans to proactively and effectively respond to the current and potential future public health crises. While the COVID-19 pandemic presents serious concerns for our business and operations, our employees and their families, our customers and our suppliers, we believe that we areadapting well to the wide-ranging changes that the global economy is currently undergoing. We remain confident in our business continuity strategy, our ability toproduce and sell our products safely and in compliance with applicable laws and governmental orders and mandates, our robust and flexible supply chains and ourfinancial flexibility even in the event of a potentially extended economic downturn. This discussion and analysis includes periods prior to the outbreak of theCOVID-19 pandemic. For further discussion of the steps we have taken to respond to and mitigate the effects of the COVID-19 pandemic, see “Risk Factors.”

We are fully operational as we abide by local COVID-19 safety regulations across the world. To achieve this, we have many employees working remotelyand have adopted significant protective measures for our employees on site, including staggered shifts, social distancing and hygiene best practices recommendedby the United States Centers for Disease Control and Prevention (the “CDC”) and local public health officials. In addition, we have taken additional steps tomonitor and strengthen our supply chain to maintain an uninterrupted supply of our products.

Although we have implemented measures to mitigate the impact of the COVID-19 pandemic on our business, these measures may not be fully effective.We cannot predict the degree to, or the period over, which we will be affected by the pandemic and resulting governmental and other measures. The economiceffects of the COVID-19 pandemic could continue to affect demand for our products in the foreseeable future. As the COVID-19 pandemic continues, it may alsohave the effect of heightening many of the risks described in “Risk Factors.”

The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. We continue to actively monitor thepandemic including, infection and hospitalization rates, vaccination efforts, and related governmental actions such as expanded or reduced stay-at home orders,mask mandates, shutdowns, and social distancing guidelines. We will adjust our mitigation strategies as necessary to address any changing health, operational orfinancial risks that may arise. Since the onset of the pandemic, we have experienced a significant increase in demand for our grills and accessories. While thisdemand has moderated to some extent, we will continue to manage our production capacity during this period of volatility. We continue to monitor the business foradverse impacts of the pandemic, including volatility in the foreign exchange markets, supply-chain disruptions in certain markets, and potential disruptions incertain countries. In the event we experience adverse impacts from the above or other factors, we would also evaluate the need to

43

Table of Contents

perform interim impairment tests for our goodwill, intangible assets and property, equipment and leasehold improvements. There can be no assurance thatvolatility and/or disruption in the global capital and credit markets will not impair our ability to access these markets on terms acceptable to us, or at all.

Components of our Operating Results

We consider a variety of financial and operating measures in assessing the performance of our business. The key U.S. GAAP measures we use are netsales, gross profit, income from operations and net income.

Net Sales

We offer a broad range of products that consist of grills, accessories and consumables. We recognize product sales upon the transfer of products tocustomers at a point in time. Transfer of control passes to customers upon shipment or upon delivery depending upon the written sales terms with the customer.Sales are recorded net of related discounts, allowances and taxes to be submitted to third parties. Sales are impacted by product/geography/channel mix, pricingactions, foreign exchange fluctuations, promotions, competition and the spending habits of our consumers. Sales growth is primarily driven by new productlaunches, geographic expansion, direct-to-consumer initiatives, point-of-sale (“POS”) changes and expanding our customer base.

Cost of Goods Sold

Cost of goods sold includes the cost of direct materials, labor, purchased finished products and components, inbound freight, packaging, warranty anddepreciation and amortization. Cost of goods sold is recognized primarily using the first-in first-out (“FIFO”) method of accounting for the inventory sold.

Gross Profit and Gross Margin

Gross profit is calculated by taking net sales less cost of goods sold. Gross profit is generally impacted by purchased finished product and componentcosts, material/commodity costs, labor economics, product pricing, product mix and changes in foreign currencies. Gross margin is defined as gross profit as apercentage of net sales.

Operating Expenses

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of research and development, marketing, advertising and selling costs; non-manufacturingemployee compensation and benefit costs; transportation costs of delivering our product to customers and the costs associated with a network of warehousingfacilities to house inventory until the point of sale; outside services and fees; legal, insurance, accounting, audit and other administrative expenses; cost of non-cashstock-based compensation; and general corporate infrastructure costs.

Amortization of Intangible Assets

Intangible assets other than goodwill are amortized over their useful lives in accordance with Accounting Standards Codification (“ASC”) 350,Intangibles—GoodwillandOther, unless those lives are determined to be indefinite. Intangible amortization expense is primarily related to our trademarks,customer lists, patents, in-process research and development, developed technology, reacquired rights and non-compete agreements. As of September 30, 2021, theweighted average amortization period ranged from 2.3 years to 14.6 years.

Gain on Disposal of Assets Held for Sale

During Fiscal Year 2020, the Company determined that one of our manufacturing sites was considered to be assets held for sale, since the asset group wasbeing marketed for sale and all the criteria to be classified as held for sale under ASC 360, Property,PlantandEquipment, had been met. The related buildings andits content were vacated and we no longer required these assets for our future operations. The carrying value of these assets was $8.3 million as of September 30,2020. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. On December 30, 2020, we disposed of thismanufacturing site, for net cash proceeds of $13.5 million, which resulted in a gain of $5.2 million.

Foreign Currency (Gain) Loss

The functional currencies of the Company’s foreign subsidiaries are predominantly the respective local currencies. Foreign currency (gain) loss includesgains and losses on transactions conducted in foreign currencies other than the functional currency.

44

Table of Contents

Interest Income

Interest income consists of interest earned on our cash and cash equivalents, as well as interest on member notes.

Interest Expense

Interest expense consists primarily of interest on our borrowings, including our credit facilities (term loan and revolving facility), foreign currencyrevolving and overdraft facility and charges for limited standby letters of credit. Interest expense also includes the amortization of deferred financing costsassociated with our credit facilities, current year impacts of interest rate swap transactions, as well as interest expense resulting from a financing obligation under asale-leaseback arrangement.

Loss from Early Extinguishment of Debt

Under extinguishment accounting, the Company recorded a $5.4 million loss from early extinguishment of debt during Fiscal Year 2021, of which $4.1million related to the term loan of the Company’s senior credit facility and $1.3 million related to revolving credit facility of the senior credit facility, representinga write-off of unamortized deferred financing costs.

Income Taxes

Income taxes consist of U.S. federal, state and international taxes for jurisdictions in which we conduct business. We account for income taxes using anasset and liability approach. Deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and theirreported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. Valuation allowances are provided whennecessary to reduce deferred tax assets to the amount expected to be realized.

The determination of our provision for income taxes requires management’s judgment in the use of estimates and the interpretation and application ofcomplex tax laws. Judgment is also required in assessing the timing and amounts of deductible and taxable items. We establish liabilities for material, known taxexposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. Our liabilities reflect ourjudgment as to the resolution of the issues involved if subject to judicial review. When facts and circumstances change, including a resolution of an issue or statuteof limitations expiration, these liabilities are adjusted through the provision for income taxes in the period of change. Weber’s practice is to recognize interest andpenalties related to income tax matters, if assessed, in income taxes.

Reportable Segments

We operate and manage our business in three reportable segments: Americas, which consists of Canada, Chile, Mexico and the United States; theEuropean, Middle East and African regions (“EMEA”); and the Asia-Pacific region (“APAC”), which includes Australia and New Zealand. We identify ourreportable segments based on the information used by the Chief Operating Decision Maker (“CODM”) to monitor performance and allocate resources. See Note 15to our consolidated financial statements for additional information regarding our reportable segments.

Non-GAAP Measures

In addition to the U.S. GAAP results provided in this Annual Report on Form 10-K, we provide supplemental non-GAAP measures to evaluate ourbusiness, measure our performance, identify trends affecting our business and assist us in making strategic decisions. Our management team utilizes a combinationof GAAP and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of our business, and for resourceallocation decisions. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency intofinancial measures used by our management team and improves investors’ understanding of our underlying operating performance and in their analysis of ongoingoperating trends. All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures. The use of non-GAAP financial information should not be considered as an alternative to, or more meaningful than, the comparable U.S. GAAP measures. In addition, becauseour non-GAAP measures are not determined in accordance with U.S. GAAP, it is susceptible to differing calculations, and not all comparable or peer companiesmay calculate their non-GAAP measures in the same manner. Our non-GAAP measures are adjusted income from operations, adjusted net income, EBITDA andAdjusted EBITDA.

Adjusted Income from Operations and Adjusted Net Income

Adjusted income from operations and adjusted net income is income from operations and net income (loss) adjusted for non-cash stock compensation /Management Incentive Plan (“LTIP”) and profits interest expense, business transformation costs, operational transformation costs, impairment costs, debtrefinancing and IPO costs, COVID-19 costs

45

Table of Contents

and gain on disposal of assets held for sale, and, in the case of adjusted net income, loss from early extinguishment of debt, net of the tax impact of suchadjustments. Adjusted income from operations is also adjusted for foreign currency gain (loss). Adjusted income from operations excludes loss from earlyextinguishment of debt, interest expense, net, income taxes and (gain) loss from investments in unconsolidated affiliates. We use adjusted income from operationsand adjusted net income as indicators of the productivity of our business and our ability to manage expenses, after adjusting for certain expenses that we view asnot indicative of regular operations. Adjusted income from operations and adjusted net income are not calculated in the same manner by all companies, andaccordingly, are not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative toother companies.

EBITDA and Adjusted EBITDA

EBITDA is net income before interest expense, net, income taxes and depreciation and amortization.

Adjusted EBITDA is a key metric used by management and our Board of Directors to assess our financial performance. Adjusted EBITDA is alsofrequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside other U.S. GAAP measures.We use Adjusted EBITDA to supplement U.S. GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgetingdecisions, and to compare our performance against that of other companies using similar measures.

Adjusted EBITDA is defined as net income before interest expense, net, income taxes, depreciation and amortization, adjusted for non-cash stockcompensation / LTIP and profits interest expense, business transformation costs, operational transformation costs, debt refinancing and IPO costs, COVID-19operational costs, loss from early extinguishment of debt, impairment costs and gain on disposal of assets held for sale as shown below. Adjusted EBITDA is notcalculated in the same manner by all companies, and accordingly, is not necessarily comparable to similarly entitled measures of other companies and may not bean appropriate measure for performance relative to other companies. Adjusted EBITDA should not be construed as an indicator of a company’s operatingperformance in isolation from, or as a substitute for, net income, cash flows from operations or cash flow data, all of which are prepared in accordance with U.S.GAAP. We have presented Adjusted EBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations.Adjusted EBITDA is not intended to represent, and should not be considered more meaningful than, or as an alternative to, measures of operating performance asdetermined in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will beunaffected by these items.

46

Table of Contents

The following table reconciles income from operations to adjusted income from operations; net income to adjusted net income; net income to EBITDA;and EBITDA to Adjusted EBITDA for the periods presented:

Fiscal Years Ended September 30,2021 2020 2019

Income from operations $ 74,352 $ 151,464 $ 106,869 Adjustments:

Foreign currency gain (loss) 23 (5,081) 1,837 Non-cash stock compensation / LTIP and profits interest expense 131,176 4,514 (1,446)Business transformation costs 20,062 12,515 22,706 Operational transformation costs 18,134 8,532 1,244 Impairment costs — — 12,568 Debt refinancing and IPO costs 17,573 — — COVID-19 costs 1,162 17,061 — Gain on disposal of assets held for sale (5,185) — —

Adjusted income from operations $ 257,297 $ 189,005 $ 143,778

Net income $ 5,549 $ 88,880 $ 50,120 Adjustments:

Non-cash stock compensation / LTIP and profits interest expense 131,176 4,514 (1,446)Business transformation costs 20,062 12,515 22,706 Operational transformation costs 18,134 8,532 1,244 Impairment costs — — 12,568 Debt refinancing and IPO costs 17,573 — — COVID-19 costs 1,162 17,061 — Loss from early extinguishment of debt 5,448 — — Gain on disposal of assets held for sale (5,185) — — Tax impact of adjusting items (33,180) (5,498) (7,330)

Adjusted net income $ 160,739 $ 126,004 $ 77,862

Net income $ 5,549 $ 88,880 $ 50,120 Adjustments:

Interest expense, net 65,879 39,087 44,017 Income tax expense 3,004 13,812 13,544 Depreciation and amortization 44,302 42,347 46,317

EBITDA $ 118,734 $ 184,126 $ 153,998 Non-cash stock compensation / LTIP and profits interest expense 131,176 4,514 (1,446)Business transformation costs 20,062 12,515 22,706 Operational transformation costs 18,134 8,532 1,244 Impairment costs — — 12,568 Debt refinancing and IPO costs 17,573 — — COVID-19 costs 1,162 17,061 — Loss from early extinguishment of debt 5,448 — — Gain on disposal of assets held for sale (5,185) — —

Adjusted EBITDA $ 307,104 $ 226,748 $ 189,070

______________(1) Adjusted income from operations includes foreign currency gain (loss) in order to align adjusted income from operations with Adjusted EBITDA, with

the exception of depreciation and amortization and (gain) loss from investments in unconsolidated affiliates.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(2)

(3)

(4)

(5)

(6)

(7)

(2)

(3)

(4)

(5)

(6)

(7)

47

Table of Contents

(2) Our financial results reflect an increase in compensation expense related to an increase in the value of our LTIP and profits interest units as well as achange in accounting methodology from the intrinsic value method to the fair value method during the fiscal year ended September 30, 2021. Thesechanges resulted in total compensation expense of approximately $126.0 million for the fiscal year ended September 30, 2021.

(3) “Business transformation costs” are defined as costs incurred to implement the leadership team’s plans to transition the organization to the futureoperating structure. These costs include major business transformation initiatives that require severance or other costs to transition to a new operatingmodel.

(4) “Operational transformation costs” are defined as restructuring and transformation initiatives related to major supply chain, operational moves andstartups that are designed to enable future productivity. These costs also include significant systems integration costs, as well was plant shutdown andclosure costs that will drive future efficiencies.

(5) As part of our fiscal year 2019 annual goodwill impairment test, we recognized a non-cash impairment loss of $12.6 million on the iGrill goodwill.(6) “Debt refinancing and IPO costs” are defined as certain non-capitalizable costs from the refinancing of the Company’s term loan and costs related to the

initial public offering.(7) During the fiscal years ended September 30, 2021 and 2020, the Company incurred a number of significant costs related to the global COVID-19

pandemic. These non-recurring costs included plant shutdown costs, the impact of enhanced employee safety and social distancing protocols as well asovertime and expedited freight costs to fulfill significant unexpected demand increases driven by stay-at-home orders in many of our key markets. Thesecosts have normalized in fiscal year ended 2021.

Results of Operations

Fiscal Year 2021 Compared to Fiscal Year 2020

The following table sets forth our summarized consolidated statements of income data for the fiscal years ended September 30, 2021 and 2020 and thedollar and percentage change between the respective periods. Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations”in our prospectus relating to our Registration Statement (Registration No. 333-257824) on Form S-1, as amended, and filed pursuant to Rule 424(b) of

48

Table of Contents

the Securities Act for the year-over year analysis of consolidated results of operations for the fiscal year ended September 30, 2020 as compared to the fiscal yearended September 30, 2019.

Fiscal Years Ended September 30, $ Variance Increase/ (Decrease)

% Variance Increase/ (Decrease)2021 2020

(dollars in thousands)Net sales $ 1,982,406 $ 1,525,260 $ 457,146 30 %Cost of goods sold 1,157,189 915,586 241,603 26 %Gross profit 825,217 609,674 215,543 35 %Operating expenses:Selling, general and administrative 738,830 444,975 293,855 66 %Amortization of intangible assets 17,220 13,235 3,985 30 %Gain on disposal of assets held for sale (5,185) — (5,185) N/MIncome from operations 74,352 151,464 (77,112) (51 %)Foreign currency (gain) loss (23) 5,081 (5,104) (100 %)Interest income (1,091) (1,270) 179 (14 %)Interest expense 66,970 40,357 26,613 66 %Loss from early extinguishment of debt 5,448 — 5,448 N/MIncome before taxes 3,048 107,296 (104,248) (97 %)Income tax expense 3,004 13,812 (10,808) (78 %)(Gain) loss from investments in unconsolidated affiliates (5,505) 4,604 (10,109) (220 %)Net income $ 5,549 $ 88,880 $ (83,331) (94 %)Net loss attributable to noncontrolling interests $ (42,177) $ — (42,177) N/MNet income attributable to Weber Inc. $ 47,726 $ 88,880 $ (41,154) (46 %)Adjusted income from operations $ 257,297 $ 189,005 $ 68,292 36 %Adjusted net income $ 160,739 $ 126,004 $ 34,735 28 %EBITDA $ 118,734 $ 184,126 $ (65,392) (36 %)Adjusted EBITDA $ 307,104 $ 226,748 $ 80,356 35 %

______________(1) Amounts include share/unit-based compensation as follows:

Fiscal Years Ended September 30,2021 2020

(dollars in thousands)Cost of goods sold $ 1,643 $ 663 Selling, general and administrative 129,534 3,851 Total share/unit-based compensation $ 131,177 $ 4,514

______________(2) Amount includes depreciation expense as follows:

Fiscal Years Ended September 30,2021 2020

(dollars in thousands)Cost of goods sold $ 13,156 $ 15,697 Selling, general and administrative 13,926 13,415 Total depreciation expense $ 27,082 $ 29,112

______________(3) See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”(4) “N/M” indicates that variance as a percentage is not meaningful.

(1)(2)

(1)(2)

(4)

(4)

(4)

(3)

(3)

(3)

(3)

49

Table of Contents

The following table sets forth our summarized consolidated statements of income data for the fiscal years ended September 30, 2021 and 2020, expressedas a percentage of net sales (the table may not foot due to rounding):

Fiscal Years Ended September 30,2021 2020

Net sales 100.0 % 100.0 %Cost of goods sold 58.4 % 60.0 %Gross margin 41.6 % 40.0 %Operating expenses:Selling, general and administrative 37.3 % 29.2 %Amortization of intangible assets 0.9 % 0.9 %Impairment of assets 0.0 % 0.0 %Gain on disposal of assets held for sale (0.3 %) 0.0 %Income from operations 3.8 % 9.9 %Foreign currency (gain) loss 0.0 % 0.3 %Interest income (0.1 %) (0.1 %)Interest expense 3.4 % 2.6 %Loss from early extinguishment of debt 0.3 % 0.0 %Income before taxes 0.2 % 7.0 %Income tax expense 0.2 % 0.9 %(Gain) loss from investments in unconsolidated affiliates (0.3 %) 0.3 %Net income 0.3 % 5.8 %Adjusted income from operations 13.0 % 12.4 %Adjusted net income 8.1 % 8.3 %EBITDA 6.0 % 12.1 %Adjusted EBITDA 15.5 % 14.9 %

Net Sales

Net sales for the fiscal year ended September 30, 2021 increased by $457.1 million, or 30%, to $1,982.4 million from $1,525.3 million during the fiscalyear ended September 30, 2020. The increase was primarily attributable to increased consumer demand for our outdoor cooking products and continued inventoryrestocking at our retail customers to keep pace with market trends. Fluctuation in foreign exchange rates also increased net sales by $76.3 million, particularly theEuro as compared to the U.S. dollar. Excluding the $76.3 million favorable impact of foreign exchange rates, net sales for the fiscal year ended September 30, 2021increased by 25%, as compared to the fiscal year ended September 30, 2020. Net sales for the fiscal year ended September 30, 2021 increased in the Americas by25%, in EMEA by 34% and in APAC by 49% as compared to the fiscal year ended September 30, 2020.

Cost of Goods SoldCost of goods sold for the fiscal year ended September 30, 2021 increased by $241.6 million, or 26%, to $1,157.2 million from $915.6 million during the

fiscal year ended September 30, 2020. The increase was primarily due to the increased sales volume, and was partially offset by and was partially offset by adecrease in COVID-19 related costs of $15.9 million during the fiscal year ended September 30, 2021.

Gross Profit and Gross Margin

Gross profit for the fiscal year ended September 30, 2021 increased by $215.5 million, or 35%, to $825.2 million from $609.7 million during the fiscalyear ended September 30, 2020. Gross margin increased by 160 basis points to 41.6% during the fiscal year ended September 30, 2021 compared to the fiscal yearended September 30, 2020. The increase in gross margin was primarily driven by higher sales volumes and pricing actions to offset cost inflation, favorable impactof foreign exchange rates, as well as favorable product mix and a decrease in COVID-19 related costs of $15.9 million, which both reduced cost of goods sold in2021.

Selling, General and Administrative

Selling, general and administrative costs for the fiscal year ended September 30, 2021 increased by $293.9 million, or 66%, to $738.8 million from $445.0million during the fiscal year ended September 30, 2020. Selling, general

50

Table of Contents

and administrative costs as a percent of net sales increased by 810 basis points to 37.3% during the fiscal year ended September 30, 2021 compared to the fiscalyear ended September 30, 2020. The increase in selling, general and administrative costs was primarily driven by higher share/unit-based compensation expense of$126.7 million, increased distribution costs of $47.0 million associated with higher sales volumes, higher advertising costs of $41.5 million to drive revenue, higherresearch and development costs and investment in corporate headcount of $14.8 million to support growth initiatives, debt refinancing and IPO costs of $17.6million, and additional commission costs of $3.7 million on higher revenue.

Amortization of Intangible Assets

Amortization of intangible assets for the fiscal year ended September 30, 2021 increased by $4.0 million, or 30%, to $17.2 million from $13.2 million forthe fiscal year ended September 30, 2020. The increase in amortization of intangible assets was primarily driven by the amortization of assets related to the Juneand RMC acquisitions.

Gain on Disposal of Assets Held for Sale

During fiscal year ended September 30, 2020, we determined that one of our manufacturing sites was considered to be assets held for sale, since the assetgroup was being marketed for sale and all the criteria to be classified as held for sale under ASC 360 had been met. On December 30, 2020, we disposed of thismanufacturing site for net cash proceeds of $13.5 million, resulting in the recognition of a gain on the disposal of assets held for sale for the fiscal year endedSeptember 30, 2021 of $5.2 million. No gain or loss on the disposal of assets held for sale was recognized for the fiscal year ended September 30, 2020.

Foreign Currency (Gain) Loss

The impact of foreign exchange resulted in an immaterial gain for the fiscal year ended September 30, 2021 relative to a loss of $5.1 million for the fiscalyear ended September 30, 2020 due to the foreign exchange rate impacts on transactions with Weber affiliates conducted in foreign currencies other than the U.S.dollar.

Interest Income

Interest income decreased by $0.2 million, or 14%, during the fiscal year ended September 30, 2021 compared to the fiscal year ended September 30,2020, primarily due to changes in interest rates and in the balances of cash and cash equivalents.

Interest Expense

Interest expense increased by $26.6 million, or 66%, during the fiscal year ended September 30, 2021 compared to the fiscal year ended September 30,2020, primarily due to the higher term loan balance in Fiscal Year 2021 following the debt refinancing in October 2021.

Loss from Early Extinguishment of Debt

We recognized a loss from the early extinguishment of debt of $5.4 million for the fiscal year ended September 30, 2021 and no gain or loss from theearly extinguishment of debt was recognized for the fiscal year ended September 30, 2020.

Income TaxesIncome tax expense decreased by $10.8 million during the fiscal year ended September 30, 2021 compared to the fiscal year ended September 30, 2020,

primarily due to the decrease in pre-tax book income, changes in valuation allowances, and the IPO and June restructuring transaction. The primary driver for thechange in valuation allowance relates to a tax planning action the Company implemented in the fourth quarter of Fiscal Year 2021 related to June, which allowedthe Company to utilize the net operating losses and credits carryforwards that were not previously realizable. The income tax benefit of releasing the valuationallowance on these attributes was $16.2 million. This benefit was partially offset when the Company implemented the remaining elements of this planning actionby converting June from a C Corporation to a limited liability company, treated as partnership, and recognizing income tax expense of $6.2 million as a result ofthe conversion.

(Gain) Loss from Investments in Unconsolidated Affiliates

We recorded a gain from investments in unconsolidated affiliates of $5.5 million for the fiscal year ended September 30, 2021 and a loss frominvestments in unconsolidated affiliates of $4.6 million for the fiscal year ended September 30, 2020. The $5.5 million gain during the fiscal year endedSeptember 30, 2021 is a result of a $6.9 million gain from the remeasurement of the existing equity interest in June to fair value at the time of acquisition, offset bya $1.4 million loss recorded for Weber’s share of June’s losses in the first quarter of Fiscal Year 2021. The 4.6 million loss during the fiscal year endedSeptember 30, 2020 is a result of Weber recording its share of June’s losses.

51

Table of Contents

Net Income

Net income decreased by $83.3 million, or 94%, to net income of $5.5 million for the fiscal year ended September 30, 2021 from net income of $88.9million for the fiscal year ended September 30, 2020. The decrease was primarily driven by approximately $131 million of share/unit-based compensation expense,primarily driven by valuation methodology changes as a result of the IPO.

Segment Information

We operate and manage our business in three reportable segments: Americas, which consists of Canada, Chile, Mexico and the United States; EMEA; andAPAC, which includes Australia and New Zealand. We identify our reportable segments based on the information used by the CODM to monitor performance andallocate resources. See Note 15 of the notes to our consolidated financial statements for additional information regarding our reportable segments.

Net sales by reportable segment is summarized as follows:

Fiscal Years Ended September 30, $ Variance Increase/ (Decrease)

% Variance Increase/ (Decrease)2021 2020

(dollars in thousands)Americas $ 1,102,294 $ 880,618 $ 221,676 25 %EMEA 726,124 541,567 184,557 34 %APAC 153,988 103,075 50,913 49 %Total net sales $ 1,982,406 $ 1,525,260 $ 457,146 30 %

Adjusted income from operations by reportable segment is summarized as follows:

Fiscal Years Ended September 30, $ Variance Increase/ (Decrease)

% Variance Increase/ (Decrease)2021 2020

(dollars in thousands)Americas $ 203,689 $ 178,079 $ 25,610 14 %EMEA 221,135 136,547 84,588 62 %APAC 35,424 23,369 12,055 52 %

52

Table of Contents

The following table reconciles segment adjusted income from operations to income from operations for the periods presented:

Fiscal Years Ended September 30, 2021 2020 (dollars in thousands)Segment adjusted income from operations Americas $ 203,689 $ 178,079 EMEA 221,135 136,547 APAC 35,424 23,369 Segment adjusted income from operations for reportable segments 460,248 337,995 Corporate and supply chain costs (202,951) (148,990)Foreign currency (gain) loss (23) 5,081 Non-cash stock compensation / LTIP expense (131,176) (4,514)Business transformation costs (20,062) (12,515)Operational transformation costs (18,134) (8,532)Impairment costs — — Debt refinancing and IPO costs (17,573) — COVID-19 costs (1,162) (17,061)Gain on disposal of assets held for sale 5,185 — Income from operations $ 74,352 $ 151,464

_____________(1) See “Non-GAAP Measures—adjusted income from operations” for descriptions of reconciling items from income from operations to adjusted income

from operations.

Americas

The following table summarizes certain financial information relating to the Americas segment results that have been derived from our consolidatedfinancial statements:

Fiscal Years Ended September 30, $ Variance Increase/ (Decrease)

% Variance Increase/ (Decrease)2021 2020

(dollars in thousands)Total segment net sales $ 1,102,294 $ 880,618 $ 221,676 25 %Segment adjusted income from operations 203,689 178,079 25,610 14 %

TotalSegmentNetSales.Total segment net sales for the fiscal year ended September 30, 2021 increased by $221.7 million, or 25%, to $1,102.3 millionfrom $880.6 million during the fiscal year ended September 30, 2020. The increase was primarily attributable to increased orders across all channels during thefiscal year ended September 30, 2021 as inventories were restocked following a strong fourth quarter of Fiscal Year 2020, and customers reacted to thecontinuation of favorable outdoor/backyard cooking trends. Foreign exchange rates also trended favorably, contributing an additional $10.1 million of net salesduring the fiscal year ended September 30, 2021, primarily driven by the Canadian dollar as compared to the U.S. dollar. Excluding the $10.1 million favorableimpact of foreign exchange rates, Americas net sales for the fiscal year ended September 30, 2021 increased by 24%, as compared to the fiscal year endedSeptember 30, 2020.

SegmentAdjustedIncomefromOperations. Segment adjusted income from operations for the fiscal year ended September 30, 2021 increased by $25.6million, or 14%, to $203.7 million from $178.1 million during the fiscal year ended September 30, 2020. The increase was primarily attributable to $221.7 millionsales growth during the fiscal year ended September 30, 2021, which was partially offset by $30.8 million of increased distribution costs on higher sales, $17.4million of strategic investments in advertising and marketing to drive revenue, additional commission costs of $3.2 million on higher revenue. Additionally, thefiscal year ended September 30, 2021 includes $10.8 million of incremental selling, general and administrative expenses as a result of the June acquisition.

(1)

(1)

(1)

(1)

(1)

(1)

(1)

(1)

53

Table of Contents

EMEA

The following table summarizes certain financial information relating to the EMEA segment results that have been derived from our consolidatedfinancial statements:

Fiscal Years Ended September 30, $ Variance Increase/ (Decrease)

% Variance Increase/ (Decrease)2021 2020

(dollars in thousands)Total segment net sales $ 726,124 $ 541,567 $ 184,557 34 %Segment adjusted income from operations 221,135 136,547 84,588 62 %

TotalSegmentNetSales.Total segment net sales for the fiscal year ended September 30, 2021 increased by $184.6 million, or 34%, to $726.1 millionfrom $541.6 million during the fiscal year ended September 30, 2020. The increase was primarily attributable to widespread growth across most countries in theregion, as consumer demand for at-home/outdoor grilling products continued to strengthen. Foreign exchange rates also trended favorably, contributing anadditional $55.1 million of net sales, primarily driven by the Euro as compared to the U.S. dollar. Excluding the $55.1 million favorable impact of foreignexchange rates, EMEA net sales for the fiscal year ended September 30, 2021 increased by 24%, as compared to the fiscal year ended September 30, 2020.

SegmentAdjustedIncomefromOperations. Segment adjusted income from operations for the fiscal year ended September 30, 2021 increased by $84.6million, or 62%, to $221.1 million from $136.5 million during the fiscal year ended September 30, 2020. The increase was primarily attributable to $184.6 millionof sales growth during the fiscal year ended September 30, 2021, which was partially offset by $27.2 million of investments in advertising to drive sales and brandstrength in the region and increased distribution expense of $7.9 million on increased sales.

APAC

The following table summarizes certain financial information relating to the APAC segment results that have been derived from our consolidatedfinancial statements:

Fiscal Years Ended September 30, $ Variance Increase/ (Decrease)

% Variance Increase/ (Decrease)2021 2020

(dollars in thousands)Total segment net sales $ 153,988 $ 103,075 $ 50,913 49 %Segment adjusted income from operations 35,424 23,369 12,055 52 %

TotalSegmentNetSales.Total segment net sales for the fiscal year ended September 30, 2021 increased by $50.9 million, or 49%, to $154.0 million from$103.1 million during the fiscal year ended September 30, 2020. The increase was primarily attributable to growth in the Australia and New Zealand markets,driven by strong consumer demand in the fiscal year ended September 30, 2021. During the first half of fiscal year 2020, bush fires impacted the consumer’sopportunities to cook outdoors, which negatively impacted grill sales during that period. Foreign exchange rates also trended favorably, contributing an additional$11.1 million of net sales, primarily driven by the Australian dollar as compared to the U.S. dollar. Excluding the $11.1 million favorable impact of foreignexchange rates, APAC net sales for the fiscal year ended September 30, 2021 increased by 39%, as compared to the fiscal year ended September 30, 2020.

SegmentAdjustedIncomefromOperations. Segment adjusted income from operations for the fiscal year ended September 30, 2021 increased by $12.1million, or 52%, to $35.4 million from $23.4 million during the fiscal year ended September 30, 2020. The increase was primarily attributable to the $50.9 millionsales growth to date, which was partially offset by higher distribution costs of $4.5 million on higher revenues, investments in advertising of $3.1 million to drivesales and $2.9 million of investment in Asia to support future growth.

Liquidity and Capital Resources

Overview

Our primary working capital requirements are to fund our daily operational activities like purchasing raw materials and component parts to manufactureproducts, payments to suppliers for goods and services and cash to be received for products sold to customers. Our working capital requirements fluctuate duringthe year, driven primarily by the seasonality of market demand and the timing of inventory manufacturing and purchases. Our capital expenditures are primarilyrelated to growth initiatives and operational spending, including investments related to new product development, manufacturing and operational activities andinvestments in technology systems.

54

Table of Contents

Generally, we fund working capital requirements, capital expenditures, payments related to acquisitions and debt service requirements with a combinationof both cash on hand and the borrowing capacity under the Secured Credit Facility, as discussed below. The Company considers all investments with initialmaturities of three months or less to be cash and cash equivalents, which consist primarily of demand deposits and money market accounts with major financialinstitutions in the United States and in countries where the Company’s subsidiaries operate. As of September 30, 2021, our cash and cash equivalents totaled$107.5 million, and we had $293.6 million of borrowings available under the revolving facility.

Based on our growth plans, we believe our cash and cash equivalents position, net cash provided by operating activities and availability under our newcredit facility will be adequate to finance our working capital requirements, planned capital expenditures and debt service. In the future, we may allocate additionalcapital towards strategic acquisitions. If cash provided by operating activities and borrowings under our credit facility are not sufficient or available to meet ourcapital requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance equity or debt financing will beavailable to us if we need it or, if available, the terms will be satisfactory to us.

Secured Credit Facility

On October 30, 2020, the Company entered into a new credit facility arrangement with a term loan of $1,250.0 million and a revolving credit facility witha maximum commitment of $300.0 million (the “Secured Credit Facility”). The term loan matures on October 30, 2027 and revolving facility matures by October30, 2025. Proceeds from the term loan and revolving facility were used to pay off the Company’s prior credit agreement, effect a portion of a special dividend,engage in business acquisition and equity repurchase activities, pay fees and expenses in connection with the foregoing and for working capital and generalcorporate purposes. Borrowings under the credit facilities bear interest at a rate equal to, at our option, either (i) LIBOR for the relevant interest period, adjusted forstatutory reserve requirements (subject to a floor of 0.00% per annum for all revolving loans and a 0.75% floor for the term loans), plus an applicable margin or (ii)a base rate equal to the highest of (a) the rate of interest publicly announced from time to time by the administrative agent as its “prime rate”, (b) the federal fundseffective rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus anapplicable margin. As of September 30, 2021, we were in compliance with the financial covenants of the Secured Credit Facility.

Summary of Cash Flows

A summary of our cash flows provided by (used in) operating, investing and financing activities is presented in the following table:

Fiscal Years Ended September 30,2021 2020

(dollars in thousands)Net cash provided by operating activities $ 54,091 $ 305,178 Net cash used in investing activities (178,019) (22,207)Net cash provided by (used in) financing activities 109,503 (213,240)Effect of exchange rate changes on cash and cash equivalents (1,850) 9,396 Net (decrease) increase in cash and cash equivalents $ (16,275) $ 79,127

Cash Provided by Operating Activities

Net cash provided by operating activities decreased to $54.1 million for the fiscal year ended September 30, 2021 from $305.2 million for the fiscal yearended September 30, 2020, a decrease of $251.1 million or 82%. While the Company experienced higher operating results, this was partially offset by theunfavorable impact of normalizing inventory levels throughout the fiscal year ended September 30, 2021. Additionally, less favorable impacts from accountspayable balances driven by timing of payments further offset the Company's operating results as compared to the prior year period.

Cash Used in Investing Activities

Net cash used in investing activities increased to $178.0 million for the fiscal year ended September 30, 2021 from $22.2 million for the fiscal year endedSeptember 30, 2020, an increase of $155.8 million or 702%. During the fiscal year ended September 30, 2021, the Company acquired the June business for netcash payments of $102.2 million and the RMC business for cash payments of $26.3 million, for total cash payments of $128.5 million. Additionally, capitalexpenditures were $34.1 million higher in the fiscal year ended September 30, 2021 as compared to the prior year period, primarily related to the Company’simplementation of a Global SAP/S4 HANA ERP platform, the setup of the new European

55

Table of Contents

manufacturing facility in Poland and enhancements to support product line redesigns in the U.S. This was partially offset by higher cash proceeds of $6.8 millionfrom the sale of assets.

Cash Provided by (Used In) Financing Activities

Net cash provided by financing activities was $109.5 million for the fiscal year ended September 30, 2021 as compared to net cash used in financingactivities of $213.2 million for the fiscal year ended September 30, 2020. During the first quarter result of Fiscal Year 2021, the Company refinanced its debt,resulting in proceeds of $1,250.0 million, of which $616.6 million was used to the payoff the previous credit facility. The Company paid a total of $27.7 million ofcosts associated with the debt refinancing and fourth quarter amendments. During fiscal year 2021, $9.4 million was repaid on the term loan based on the paymentschedule. In addition, the Company paid member distributions of $315.5 million, repurchased certain members’ interests for cash payments of $188.9 million andpaid interest rate swap settlement payments of $5.4 million. These transactions were partially offset by proceeds of $13.1 million for issuance of capital.

Additionally, during Fiscal Year 2021, the Company received proceeds of $237.5 million from its IPO and used the proceeds to repay $220.1 million ofthe outstanding borrowings under our Secured Credit Facility and certain IPO-related costs of $7.0 million. Subsequently, the Company received proceeds of $35.6million from the Greenshoe option, which were used to repurchase $35.6 million of Class A shares and LLC units.

The prior year period reflects net repayments on the revolving credit facility of $176.7 million, payments of $33.6 million on the Company’s previousterm loan, payments of $18.0 million to acquire the Q Grill Trademark, member distribution payments of $17.0 million and costs of $3.2 million that were incurredin connection with refinancing the previous credit facility in the second quarter of Fiscal Year 2020. These transactions were partially offset by proceeds from thefinancing obligation of $39.5 million.

Dividends

On November 3, 2021, (i) our Board of Directors declared a quarterly dividend of $0.04 per share of Class A common stock, payable December 17, 2021to holders of our Class A common stock of record on December 7, 2021 and (ii) Weber HoldCo LLC declared a distribution of $0.04 per LLC Unit, payableDecember 17, 2021 to holders of LLC Units as of that date. We will pay the dividend to holders of Class A common stock with the funds we receive from theWeber HoldCo LLC distribution as a holder of LLC Units.

Credit Rating

In October 2021, S&P Global Ratings ("S&P") raised the Weber-Stephen Products LLC credit rating to BB- (stable). At the same time, S&P removed theBB- rating from Weber-Stephen Products LLC and assigned a BB- rating to Weber Inc.

Contractual Obligations

As of September 30, 2021, significant contractual obligations related to debt were $1,020.5 million of principal borrowings and $242.9 million of relatedinterest, which become due through 2027. Projected interest costs on variable rate instruments were calculated using market rates at September 30, 2021. See Note7 to our consolidated financial statements. We also have contractual obligations for leases, including machinery and equipment, vehicles, IT assets, officeequipment, real estate and other assets. See Note 6 to our consolidated financial statements.

Other Information

As of September 30, 2021, $68.6 million of our $107.5 million in cash and cash equivalents was held in jurisdictions outside of the U.S. Cash held outsidethe U.S. may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of funds mayresult in additional tax liabilities. We believe that our existing cash balance in the U.S. is sufficient to fund our working capital needs in the U.S.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statementsrequires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses and related disclosures of contingent assets and liabilities.We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerningthe carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

56

Table of Contents

Our significant accounting policies are described in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form10-K. We believe that the following critical accounting policies affect the most significant estimates and management judgments used in preparing theconsolidated financial statements.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, RevenuefromContractswithCustomers(Topic606), which outlines a single comprehensive five-step model for entities to use in accounting for revenue arising from contracts with customers.The Company adopted this standard on October 1, 2018, using the modified retrospective approach with no material impact on the Company’s consolidatedfinancial statements.

Revenue transactions associated with the sale of grills and related accessories comprise a single performance obligation, which consists of the transfer ofproducts to customers at a point in time. Substantially all of the Company’s revenues relate to the sales of grills and accessories.

The Company satisfies the performance obligation and records revenues for grills and accessories when control has passed to the customer, based on theterms of sale. Transfer of control passes to customers at a point in time, that point in time generally being upon shipment or upon delivery of the performanceobligation, depending on the written sales terms with the customer.

The Company’s purchase orders from customers for specific products represent its contracts and include all key terms and conditions related to the sale ofproducts. For all sales, no significant uncertainty exists surrounding the customers’ obligation to pay for grills and accessories. Customers’ obligations to pay aregenerally under normal commercial terms, with payment terms typically being 30-60 days upon completion of the performance obligation. As payment terms areless than one year from the satisfaction of performance obligation, our sales do not include any significant financing components. Consideration promised in theCompany’s contracts with customers is variable due to anticipated reductions, such as cash discounts and customer incentives (volume rebates and advertisingprograms). The transaction price is determined based upon the invoiced sales price, less anticipated reductions. The cost of these discounts and incentives areestimated at the inception of the contract based on the Company’s annual incentive programs with customers and recognized as a reduction to revenue at the timeof sale. Subsequent adjustments to discounts or incentive programs are recognized to revenue in the period the adjustment is determinable.

The Company offers warranties on most of its products, which are considered assurance type warranties and, therefore, are not accounted for as a separateperformance obligation.

Accordingly, all shipping and handling activity costs are recognized as selling, general and administrative expenses at the time the related revenue isrecognized. Amounts invoiced to customers for shipping and handling are recorded in net sales. Any taxes collected on behalf of government authorities areexcluded from net sales. The Company has elected to account for shipping and handling activities as a fulfillment cost.

Accounts Receivable

Accounts receivable consist primarily of amounts due to the Company from its normal business activities, offset by an allowance for expected creditlosses. The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economicconditions and its expectations of future economic conditions. Additionally, the Company establishes customer-specific allowances for known at-risk accounts.The Company does not require collateral from its customers. Accounts receivable are written off when it is determined that the receivable will not be collected.

Inventories

Inventories include finished products and work-in-process and materials associated with production and are recorded at standard cost, which approximatesactual cost, on the FIFO. Inventory costs include those costs directly attributable to products, including all manufacturing overhead, but excluding costs todistribute. Inventories are valued at the lower of cost or market (net realizable value), including appropriate consideration given to obsolescence, excessiveinventory levels, product deterioration and other factors.

Impairment of Goodwill, Indefinite-Lived Intangibles and Long-Lived Assets

Goodwill

Goodwill represents the excess of consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a businesscombination. We evaluate goodwill for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount ofsuch assets may not be recoverable. To analyze

57

Table of Contents

goodwill for impairment, we must assign our goodwill to individual reporting units. Our reporting units for goodwill impairment testing purposes are Americas,EMEA and APAC.

In Fiscal Year 2019, the Company adopted ASU 2017-04, Intangibles—GoodwillandOther(Topic350):SimplifyingtheTestforGoodwillImpairment,which would eliminate the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the impairment test) to measure a goodwill impairment chargein the event the fair value of a reporting unit was less than its carrying amount.

For goodwill, we may first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carryingvalue. The qualitative impairment assessment includes considering various factors including macroeconomic conditions, industry and market conditions, costfactors, overall financial performance and any reporting unit specific events. If it is determined through the qualitative assessment that the reporting unit’s fairvalue is more likely than not greater than its carrying value, the quantitative impairment assessment is not required. If the qualitative assessment indicates it is morelikely than not that the reporting unit’s fair value is not greater than its carrying value, we must perform a quantitative impairment assessment. If it is determined aquantitative assessment is necessary, we would compare the fair value of the reporting unit to the respective carrying value, which includes goodwill.

To determine the fair value of a reporting unit as part of our quantitative test, we use the income approach. The income approach uses a discounted cashflow analysis, which involves applying appropriate discount rates to estimated future cash flows based on forecasts of sales, costs and capital requirements. Themost significant estimates and assumptions inherent in this approach are the enterprise value based on the estimated present value of future net cash flows thebusiness is expected to generate over a forecasted period and an estimate of the present value of cash flows beyond that period, which is referred to as the terminalvalue. The estimated present value is calculated using a discount rate known as the weighted-average cost of capital, which accounts for the time value of moneyand the appropriate degree of risks inherent in the business. We estimate future sales growth using a number of critical factors, including among others, our natureand our history, financial and economic conditions affecting us, our industry and the general company, past results and our current operations and future prospects.Forecasts of future operations are based, in part, on operating results and our expectations as to future market conditions. We deem the discount rate used in ouranalysis to be commensurate with the underlying uncertainties associated with achieving the estimated cash flows we project. This analysis contains uncertaintiesbecause it requires us to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business strategies. If actualresults are not consistent with our estimates and assumptions, we may be exposed to future impairment losses that could be material.

As part of our Fiscal Year 2019 annual goodwill impairment test, we recognized a non-cash impairment loss of $12.6 million on the iGrill goodwill.Excluding the iGrill impairment charge, our qualitative assessment indicated that it was more likely than not that the estimated fair value of each reporting unitexceeded the carrying value of our net assets for the fiscal years ended September 30, 2021, 2020 and 2019.

Indefinite-Lived Intangibles

Our trademark, Weber, has been assigned an indefinite life as we currently anticipate that this trademark will contribute cash flows to us indefinitely. Weevaluate whether the trademark continues to have an indefinite life on an annual basis. The trademark is reviewed for impairment at least annually and may bereviewed more frequently if indicators of impairment are present. Conditions that may indicate impairment include, but are not limited to, a significant adversechange in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. Weperform a qualitative assessment of whether it is more likely than not that the trademark’s fair value is less than its carrying value. The qualitative impairmentassessment includes various factors including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and anyreporting unit specific events. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. Noimpairment charge for our trademark was recorded for the fiscal years ended September 30, 2021, 2020 and 2019.

Long-Lived Assets

A long-lived asset (including amortizable identifiable intangible assets) or asset group is tested for recoverability whenever events or changes incircumstances indicate that its carrying amount may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significantadverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator.When indicators of impairment are present, the Company evaluates the carrying value of the long-lived assets in relation to the operating performance and futureundiscounted cash flows of the underlying assets. The Company adjusts the net book value of the long-lived assets to fair value if the sum of the expected futurecash flows is less than book value. No impairment charge for our long-lived assets was recorded for the fiscal years ended September 30, 2021, 2020 and 2019.

58

Table of Contents

Equity Based Compensation

Stock-BasedCompensation

The Company measures stock-based compensation at fair value on the grant date, or modification date if applicable, of the award. The fair value of RSUsis determined based on the number of shares granted and the quoted market price of the Company’s Class A common stock on the date of grant or modification.For equity awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the dateof grant and expense is recognized over the service period of the awards based on the graded-vesting method. We account for forfeitures as they occur. Stock-based compensation is classified in the consolidated statements of income based on the function to which the related services are provided.

Unit-BasedCompensation

As described within the Change in Accounting Principle section below, in anticipation of becoming a public company, the Company changed itsmethodology for valuing the profits interest units and Management Incentive Compensation Plan ("LTIP") awards from the intrinsic value methodology to fairvalue during the fiscal year ended September 30, 2021. Prior to the IPO, both the LTIP awards and the profits interest units were liability classified. Both awardswere modified from liability-based awards to equity-based awards during the fiscal year ended September 30, 2021. As such, the awards were remeasured on themodification date, with any changes in fair value recognized in compensation expense. No subsequent remeasurement will be performed unless additionalmodifications are made to the awards. Compensation expense associated with the awards is recognized over the service period of the awards based on the graded-vesting method.

The value of the LTIP awards prior to modification was based on achievement of performance metrics established by the Compensation Committee of theBoard of Directors. The value of the awards at the end of each reporting period was dependent upon the Company’s estimates of the underlying performancemeasures. As the units issued were based on performance metrics, the expense was adjusted for the ultimate number of units expected to be issued as of the end ofeach reporting period prior to the IPO.

The fair value of the profits interest units was estimated using the Black-Scholes option-pricing valuation model. The determination of fair value using anoption-pricing model is affected by the Company’s enterprise value as well as assumptions pertaining to several variables, including expected volatility, theexpected term of the unit and the risk-free rate of interest. In the option-pricing model for the Company’s profits interest units, expected volatility was based on ananalysis of reported data for a group of guideline publicly traded companies. For this analysis, the Company selected companies with comparable characteristicsincluding enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the units. The Company determinedexpected volatility using an average of the historical volatilities of the guideline group of companies. The expected term of the unit was based on expected exercisepatterns of unit holders and the risk-free rate of interest was based on U.S. Treasury yields.

Product Warranty

The Company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the Company vary depending uponthe product sold. The Company estimates the costs that may be incurred under its warranty plans and the period for which claims are honored, and records aliability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of unitssold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of itsrecorded warranty liabilities and adjusts the amounts as necessary.

Recently Issued Accounting Pronouncements

See Note 1 of the notes to our consolidated financial statements included in this Annual Report on Form 10-K for a description of recently issued andadopted accounting pronouncements.

Change in Accounting Principle

Profits interest units and LTIP awards historically were accounted for as liability compensatory awards under ASC 710, Compensation—General, andvalued using the intrinsic value method, as permitted by ASC 718, Compensation—StockCompensation, for nonpublic entities. In anticipation of becoming apublic company, as defined in ASC 718, the Company changed its methodology for valuing the profits interest units and LTIP awards during the fiscal year endedSeptember 30, 2021. The change resulted in additional compensation expense of $12.5 million during the fiscal year ended September 30, 2021. The effect of thechange represents the difference in compensation costs measured using the intrinsic value method and the fair value method. The LTIP awards were not impactedby the change in valuation methods due to the nature of the grant terms and underlying calculation.

59

Table of Contents

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our borrowings, which carry variable interest rates. Our borrowings include ourcredit facility (term loan and a revolving credit facility). Because our borrowings bear interest at a variable rate, we are exposed to market risks relating to changesin interest rates. We purchase interest rate swap contacts to minimize the effect of fluctuating variable interest rates under the credit facility on Interest expensewithin our reported operating results. A hypothetical 10% change in the interest rates on our term loan and revolving facility would result in a change to annualinterest expense of an immaterial amount in fiscal 2021, $0.5 million in fiscal 2020 and $1.0 million in fiscal 2019.

The Company has certain debt instruments for which the interest rates are indexed to LIBOR. In March 2020, the FASB issued ASU 2020-04, ReferenceRate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional guidancefor a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This standardis effective for all entities as of March 12, 2020 through December 31, 2022. The reference rate reform has not impacted the Company’s consolidated operatingresults, cash flows or financial condition to date.

Raw Materials / Commodity Price Risk

The price and availability of key raw materials and components used to manufacture our products, including aluminum ingot, carbon steel, enamelingiron, stainless-steel, certain plastic materials, certain electronic components and various engineered coating materials as well as manufacturing equipment andmolds, may fluctuate significantly. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, currency fluctuations, andglobal demand trends. Any fluctuations in the cost and availability of any of our raw materials or other sourcing or transportation costs related to our raw materialsor products could harm our gross margins and our ability to meet customer demand. If we are unable to successfully mitigate a significant portion of these productcost increases or fluctuations, our results of operations could be harmed.

We enter into commodity index contracts to minimize the effect of fluctuating variable costs related to the purchases of aluminum and steel-basedcomponents and raw materials.

Foreign Currency Risk

We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the functional currency of thetransacting entity. We conduct business in various locations throughout the world and are subject to market risk due to changes in value of foreign currencies inrelation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of ourforeign operating locations are generally the local currency in the country. We manage these operating activities at the local level and net sales, costs, assets andliabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results ofoperations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S.dollar. Furthermore, the sales of inventory between U.S. and foreign locations are often denominated in currencies other than the U.S. dollar, which generatesadditional risk. While we engage in hedging activities in order to mitigate our exposure, we may incur costs in connection with such activities and we may not besuccessful in hedging our exposure.

The Company’s financial instruments that can be affected by foreign currency fluctuations and exchange risks consist primarily of cash and cashequivalents, trade receivables, trade payables, and net sales denominated in currencies other than the U.S. dollar. For Fiscal Year 2021, approximately 51% of ournet sales were denominated in a currency other than our functional U.S. dollar currency. These sales were primarily transacted in Euros, Australian dollars,Canadian dollars and British pounds. Consequently, we are exposed to the impact of exchange rate volatility between the U.S. dollar and these currencies. Ahypothetical 10% change in the relative value of the U.S. dollar to the Euro, Australian dollar and Canadian dollar would impact our net sales by $46.0 million,$11.5 million and $11.6 million, respectively, for Fiscal Year 2021. To hedge against this risk, we enter into foreign currency forward exchange contracts forcertain U.S. trade receivable positions with our foreign operations.

We expect that the amount of our sales denominated in non-dollar currencies may increase in future periods. Given the volatility of exchange rates, therecan be no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have amaterial adverse effect on our financial condition or results of operations.

60

Table of Contents

Additionally, because our consolidated financial results are reported in U.S. dollars, the translation of sales or earnings generated in other currencies intoU.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings in our financial statements, which also affects the comparabilityof our results of operations and cash flows between financial periods. Further, currency fluctuations may negatively impact our debt service requirements, whichare primarily in U.S. dollars.

61

Table of Contents

Item 8. Financial Statements

Page

Report of Independent Registered Public Accounting Firm 63Consolidated Balance Sheets 66Consolidated Statements of Income 67Consolidated Statements of Comprehensive Income 68Consolidated Statements of Equity (Deficit) 69Consolidated Statements of Cash Flows 72Notes to Consolidated Financial Statements 74

1. Organization and Significant Accounting Policies 742. Acquisitions 813. Goodwill and Other Intangibles 854. Property, Equipment and Leasehold Improvements 865. Accrued Expenses 876. Leases 877. Debt 908. Derivative Instruments 919. Income Taxes 9310. Commitments and Contingencies 9811. Employee Benefit Plans 9912. Related Parties 9913. Fair Value of Financial Instruments 10014. Stock-Based Compensation 10115. Segments 10716. Equity 11017. Earnings (Loss) Per Share 11118. Member Notes 11219. Noncontrolling Interests 11220. Subsequent Events 113

62

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Weber Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Weber Inc. (the Company) as of September 30, 2021 and 2020, the relatedconsolidated statements of income, comprehensive income, shareholders’ equity (deficit), and cash flows for each of the three years in the period ended September30, 2021, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements presentfairly, in all material respects, the financial position of the Company at September 30, 2021 and 2020, and the results of its operations and its cash flows for each ofthe three years in the period ended September 30, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) andare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures toassess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating theaccounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believethat our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated orrequired to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit mattersor on the accounts or disclosures to which they relate.

63

Table of Contents

Accrued Warranties

DescriptionoftheMatter At September 30, 2021, accrued warranties were $28.3 million. The Company offers warranties on most of its products, and thespecific terms and conditions of the warranties offered by the Company vary depending upon the product sold. The Companyestimates the costs that may be incurred under its warranty plans and the period for which claims are honored and records aliability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warrantyliability include the number of units sold, the type of products sold, historical and anticipated rates of warranty claims, thewarranty period, and the cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities andadjusts the amounts as necessary. Auditing the product warranty liability was complex due to the judgmental nature of thewarranty loss experience assumptions, including the estimated product failure rate, the estimated cost of product replacement,and the period for which warranty claims are honored. Particularly, it is possible that future product failure rates may not bereflective of historical product failure rates, or that a product quality issue has not yet been identified as of the financialstatement date. Additionally, the cost of product replacement could differ from estimates due to fluctuations in the replacementcost of the product.

HowWeAddressedtheMatterinOurAudit

To test the accrued product warranty liability, our audit procedures included, among others, evaluating the methodologies andassumptions used by the Company to estimate these liabilities as well as the completeness and accuracy of the underlying dataused in the estimation process. We evaluated the assumptions used by management and compared them to historical trends,evaluated the change in estimated accruals from the prior periods, and assessed the historical accuracy of the Company’sestimates. We utilized actuarial specialists in evaluating the Company’s methodology and calculations of accrued warranty usedto estimate warranty expense for a sample of the Company’s products. These specialist procedures also included producing anindependent corroborative range of reasonable estimates of the Company’s unpaid warranty liabilities as of September 30,2021.

Acquisition of June Life, Inc. - Valuation of Intangible Assets

DescriptionoftheMatter During the year ended September 30, 2021, the Company completed its acquisition of June Life, Inc. (“June”) for netconsideration of $142.2 million as disclosed in Note 2 of the consolidated financial statements. Prior to the acquisition, theCompany held an existing equity interest in June. The transaction was accounted for as a business combination. The Companyaccounted for the fair value of the intangible assets acquired, including trade names and trademarks, developed software andpatented technology.

Auditing the Company’s accounting for the acquired intangible assets required significant auditor judgment due to theestimation uncertainty within the underlying assumptions, including revenue growth rates and the selected discount rates. Theprojections used in determining the fair value are forward looking and could be affected by future economic and marketconditions.

HowWeAddressedtheMatterinOurAudit

We obtained an understanding over the Company’s valuation of the acquired intangible assets. To test the fair value of theacquired intangible assets, our audit procedures included, among others, evaluating the projected revenue growth rates anddiscount rates and testing the completeness and accuracy of the underlying data. We evaluated the reasonableness of revenuegrowth rates based on the Company’s historical growth rates and current market trends.

With the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodology and discountrates by testing the source information underlying the determination of the discount rates and the mathematical accuracy of thecalculation, and developing a range of independent estimates and comparing those to the discount rates selected bymanagement.

64

Table of Contents

Accounting for Income Taxes due to Initial Public Offering and Reorganization Transactions

DescriptionoftheMatter As discussed in Note 1 to the consolidated financial statements, during August 2021 the Company completed an initial publicoffering (IPO) and certain reorganization transactions. The Company historically conducted its business through Weber-StephenProducts LLC prior to the IPO. Following the IPO, Weber Inc. is a holding company and its sole asset is a controlling interest inWeber HoldCo LLC, a Delaware limited liability company formed in April 2021. As part of the IPO and the reorganizationtransactions, Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC, and will continue as theprimary operating company.

Auditing the provision for income taxes, including deferred tax assets and related valuation allowances, deferred tax liabilitiesand tax receivable agreement (TRA) liability is complex due to the application of the relevant tax rules and the accountingrequirements for the change due to the reorganization transactions in the legal structure of the Company and its subsidiaries.

HowWeAddressedtheMatterinOurAudit

To test the accounting for income taxes related to the reorganization transactions, our audit procedures included, among others,evaluating the methodology, inputs, calculations and assumptions used to determine the deferred tax assets and related valuationallowances, deferred tax liabilities, TRA liability, and income tax expense, as well as the completeness and accuracy of the dataprovided by management. Professionals with specialized skills and knowledge were involved to assist with testingmanagement's computation of the tax impact of the reorganization, including assessing the appropriateness of the applicable taxlaws, the calculation and realizability of the deferred tax balances and the TRA liability payment obligation.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1971.

Chicago, IllinoisDecember 14, 2021

65

Table of Contents

Weber Inc.Consolidated Balance Sheets

September 30,

2021September 30,

2020(dollars in thousands, except share data)

Assets Current assets: Cash and cash equivalents $ 107,517 $ 123,792 Accounts receivable, less allowances 138,683 130,885 Inventories, net 332,621 233,327 Prepaid expenses and other current assets 68,236 33,880 Total current assets 647,057 521,884 Property, equipment and leasehold improvements, net 162,829 108,252 Operating lease right-of-use assets 66,962 48,937 Other long-term assets 61,454 33,961 Trademarks, net 357,821 343,965 Other intangible assets, net 144,257 51,866 Goodwill 110,612 30,570 Total assets $ 1,550,992 $ 1,139,435 Liabilities and equity (deficit)Current liabilities:Trade accounts payable $ 330,669 $ 298,078 Accrued expenses 150,610 133,868 Income taxes payable 4,823 8,151 Current portion of long-term debt and other borrowings 12,500 36,250 Current portion of long-term financing obligation 592 514 Total current liabilities 499,194 476,861 Long-term debt, less current portion 984,818 575,659 Long-term financing obligation, less current portion 38,394 38,986 Non-current operating lease liabilities 55,329 37,986 Tax receivable agreement liability 9,226 — Other long-term liabilities 85,376 53,491 Total liabilities 1,672,337 1,182,983 Commitments and Contingencies (Note 10)Members’ deficit — (1,216)Class A Common Stock, $0.001 par value - 3,000,000,000 shares authorized, 52,533,388 shares issued and outstanding as ofSeptember 30, 2021 53 — Class B Common Stock, $0.00001 par value - 1,500,000,000 shares authorized, 233,572,370 shares issued and outstanding as ofSeptember 30, 2021 2 — Preferred Stock, $0.0001 par value - 1,500,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2021 — — Additional paid-in capital 6,109 — Accumulated other comprehensive loss (9,280) (68,580)Retained (deficit) earnings (7,646) 26,248 Total Weber Inc. (deficit) equity (10,762) (43,548)Noncontrolling interests (110,583) — Total (deficit) equity (121,345) (43,548)Total liabilities and (deficit) equity $ 1,550,992 $ 1,139,435

_____________(1) Includes related party royalty receivables of $119 and $220 at September 30, 2021 and 2020, respectively (see Note 12).(2) Includes related party prepaid royalties of zero and $10,044 at September 30, 2021 and 2020, respectively (see Note 12).(3) Includes related party operating lease assets of $1,629 and $4,111 at September 30, 2021 and 2020, respectively (see Note 12).(4) Includes related party operating lease liabilities of $431 and zero at September 30, 2021 and 2020, respectively (see Note 12). (5) Includes related party operating lease liabilities of $1,198 and $4,139 at September 30, 2021 and 2020, respectively (see Note 12).

The accompanying notes are an integral part of these consolidated financial statements.

(1)

(2)

(3)

(4)

(5)

66

Table of Contents

Weber Inc.Consolidated Statements of Income

Fiscal Years Ended September 30,2021 2020 2019(dollars in thousands, except share and per share data)

Net sales $ 1,982,406 $ 1,525,260 $ 1,296,210 Cost of goods sold 1,157,189 915,586 793,536 Gross profit 825,217 609,674 502,674 Operating expenses:Selling, general and administrative 738,830 444,975 369,651 Amortization of intangible assets 17,220 13,235 13,586 Impairment of assets — — 12,568 Gain on disposal of assets held for sale (5,185) — — Income from operations 74,352 151,464 106,869 Foreign currency (gain) loss (23) 5,081 (1,837)Interest income (1,091) (1,270) (1,153)Interest expense 66,970 40,357 45,170 Loss from early extinguishment of debt 5,448 — — Income before taxes 3,048 107,296 64,689 Income tax expense 3,004 13,812 13,544 (Gain) loss from investments in unconsolidated affiliates (5,505) 4,604 1,025 Net income $ 5,549 $ 88,880 $ 50,120 Net loss attributable to noncontrolling interests (42,177) — — Net income attributable to Weber Inc. $ 47,726 $ 88,880 $ 50,120 Earnings (loss) per share of Class A common stock

Basic $ (0.13) N/A N/ADiluted $ (0.13) N/A N/A

Weighted average shares outstandingBasic 51,788,320 N/A N/ADiluted 51,788,320 N/A N/A

_____________(1) Includes related party royalty revenue of $247, $386 and $699 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12).(2) Includes related party rental expense of $676, $718 and $718 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12).(3) Includes related party rental expense of $538, $235 and $235 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12).(4) Includes related party royalty expense of $268, $1,291 and zero for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12).(5) Includes related party interest income of $47, $56 and $66 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively (see Note 12).(6) Basic and diluted earnings (loss) per share represent only the period from August 5, 2021 to September 30, 2021 (see Note 17).

The accompanying notes are an integral part of these consolidated financial statements.

(1)

(2)

(3)(4)

(5)

(6)

67

Table of Contents

Weber Inc.Consolidated Statements of Comprehensive Income

Fiscal Years Ended September 30, 2021 2020 2019

(dollars in thousands)Net income $ 5,549 $ 88,880 $ 50,120 Other comprehensive income:

Foreign currency translation adjustments, net of income tax benefit of $137, zero and zero (3,269) 19,956 (14,179)Gain (loss) on derivative instruments, net of income tax of $275, zero and zero 21,742 (16,275) (31,879)

Comprehensive income 24,022 92,561 4,062 Less: Comprehensive loss attributable to noncontrolling interests (39,530) — — Comprehensive income attributable to Weber Inc. $ 63,552 $ 92,561 $ 4,062

The accompanying notes are an integral part of these consolidated financial statements.

68

Table of Contents

Weber Inc.Consolidated Statements of Equity (Deficit)

Class A Common

StockClass B Common

Stock Preferred Stock

Accumulated Other Comprehensive Income

(Loss)

Members'Equity

(Deficit) Shares Amount Shares Amount Shares Amount

AdditionalPaid-inCapital

Cumulative Translation Adjustments

Unrealized Gain/(Loss)

onDerivative

InstrumentsRetained Earnings

Non-controllingInterests

TotalEquity

(Deficit)(dollars in thousands, except share data)

Balance atSeptember 30, 2018 22,283 — $ — — $ — $ — $ — $ — $ (34,232) $ 8,029 $ — $ — $ (3,920)

Capital contributions 550 — — — — — — — — — — — 550 Repurchase of members'

interest (87,705) — — — — — — — — — — — (87,705)Interest income on notes

receivable (66) — — — — — — — — — — — (66)Notes receivable

repayments 819 — — — — — — — — — — — 819 Net income 50,120 — — — — — — — — — — — 50,120 Foreign currency

translation adjustments — — — — — — — — (14,179) — — — (14,179)Loss on derivative

instruments — — — — — — — — — (30,507) — — (30,507)Unit-based compensation 158 — — — — — — — — — — — 158 Reclassification of

realized gain onderivative instrumentsto net income — — — — — — — — — (1,372) — — (1,372)

Members’ distributions (35,658) — — — — — — — — — — — (35,658)Balance at

September 30, 2019 $ (49,499) — $ — — $ — — $ — $ — $ (48,411) $ (23,850) $ — $ — $ (121,760)Capital contributions 125 — — — — — — — — — — — 125 Interest income on notes

receivable (56) — — — — — — — — — — — (56)Net income 88,880 — — — — — — — — — — — 88,880 Foreign currency

translation adjustments — — — — — — — — 19,956 — — — 19,956 Loss on derivative

instruments — — — — — — — — — (20,679) — — (20,679)Unit-based compensation 142 — — — — — — — — — — — 142 Reclassification of

realized loss onderivative instrumentsto net income — — — — — — — — — 4,404 — — 4,404

Application of ASC 842 2,482 — — — — — — — — — — — 2,482 Members’ distributions (17,042) — — — — — — — — — — — (17,042)Balance at

September 30, 2020 $ 25,032 — $ — — $ — — $ — $ — $ (28,455) $ (40,125) $ — $ — $ (43,548)

69

Table of Contents

Weber Inc.Consolidated Statements of Equity (Deficit)

Class A Common

StockClass B Common

Stock Preferred Stock

Accumulated Other Comprehensive Income

(Loss)

Members'Equity

(Deficit) Shares Amount Shares Amount Shares Amount

AdditionalPaid-inCapital

Cumulative Translation Adjustments

Unrealized Gain/(Loss)

onDerivative

InstrumentsRetained Earnings

Non-controllingInterests

TotalEquity

(Deficit)(dollars in thousands, except share data)

Balance atSeptember 30,2020 $ 25,032 — $ — — $ — — $ — $ — $ (28,455) $ (40,125) $ — $ — (43,548)

Activity prior to theIPO andReorganizationTransactions

Capital contributions 12,094 — — — — — — — — — — — 12,094 Issuance of common

units in connectionwith acquisition 14,582 — — — — — — — — — — — 14,582

Repurchase ofmembers’ interest (188,860) — — — — — — — — — — — (188,860)

Interest income onnotes receivable (42) — — — — — — — — — — — (42)

Notes receivablerepayments 981 — — — — — — — — — — — 981 Net income 54,527 — — — — — — — — — — — 54,527 Foreign currency

translationadjustments — — — — — — — — 2,082 — — — 2,082

Unit-basedcompensation 4,941 — — — — — — — — — — — 4,941 Gain on derivative

instruments — — — — — — — — — 6,681 — — 6,681 Reclassification of

realized loss onderivativeinstruments to netincome — — — — — — — — — 8,904 — — 8,904

Members’distributions (315,600) — — — — — — — — — — — (315,600)Effects of the IPO

andReorganizationTransactions

ReorganizationTransactions 392,345 32,326,931 32 235,921,684 2 — — (27,210) 23,207 21,595 — (390,054) 19,917

Issuance of Class Acommon stock inconnection withthe IPO, net ofissuance costs of$21,348 — 17,857,143 18 — — — — 228,330 — — — — 228,348

Noncontrollinginterestsadjustment forissuance of newLLC unitsassociated withIPO anddistribution ofproceeds from IPOto HoldCo — — — — — — — (209,912) (1,443) (1,343) — 212,698 —

Profits interestmodification — — — — — — — 17,945 — — — 84,747 102,692

Proceeds fromGreenshoe option(net of issuancecosts) — 1,000,000 1 — — — — 13,299 — — — — 13,300

Repurchase of ClassA shares and LLCunits with

Greenshoeproceeds — (122,924) — (877,076) — — — (13,531) (81) (75) — 387 (13,300)

Proceeds fromGreenshoe option(net of issuancecosts) — 1,678,571 2 — — — — 22,325 — — — — 22,327

70

Table of Contents

Weber Inc.Consolidated Statements of Equity (Deficit)

Class A Common

StockClass B Common

Stock Preferred Stock

Accumulated Other Comprehensive Income

(Loss)

Members'Equity

(Deficit) Shares Amount Shares Amount Shares Amount

AdditionalPaid-inCapital

Cumulative Translation Adjustments

Unrealized Gain/(Loss)

onDerivative

InstrumentsRetained Earnings

Non-controllingInterests

TotalEquity

(Deficit)(dollars in thousands, except share data)

Repurchase of ClassA shares and LLCunits withGreenshoeproceeds — (206,333) — (1,472,238) — — — (22,752) (135) (126) — 686 (22,327)

Recognition ofpayables pursuantto the TaxReceivableAgreementresulting from thepurchase of LLCunits and shares ofClass B commonstock net of adeferred tax assetof $2,161 — — — — — — — (7,065) — — — — (7,065)

Activity subsequentto the IPO

Interest income onnotes receivable — — — — — — — (1) — — — (4) (5)

Members'distributions — — — — — — — 17 — — — 75 92

Stock-basedcompensation — — — — — — — 1,420 — — — 6,341 7,761

LTIP modification — — — — — — — 3,570 — — — 15,946 19,516 Recogntion of

deferred tax assetassociated withLTIP modification — — — — — — — (1,171) — — — — ` (1,171)

Net loss subsequentto theReorganizationTransactions — — — — — — — — — (6,801) (42,177) (48,978)

Foreign currencytranslationadjustments — — — — — — — — (867) — — (4,484) (5,351)

Gain on derivativeinstruments — — — — — — — — — 649 — 3,784 4,433

Reclassification ofrealized loss onderivativeinstruments to netincome — — — — — — — — — 252 — 1,472 1,724

Distribution to equityholders — — — — — — — 845 — — (845) — —

Balance atSeptember 30,2021 $ — 52,533,388 $ 53 233,572,370 $ 2 — $ — $ 6,109 $ (5,692) $ (3,588) $ (7,646) $ (110,583) $ (121,345)

The accompanying notes are an integral part of these consolidated financial statements.

71

Table of Contents

Weber Inc.Consolidated Statements of Cash Flows

Fiscal Years Ended September 30, 2021 2020 2019

(dollars in thousands)Operating activitiesNet income $ 5,549 $ 88,880 $ 50,120 Adjustments to reconcile net income to net cash provided by operating activities:

Provision for depreciation 27,082 29,112 32,731 Provision for amortization of intangible assets 17,220 13,235 13,586 Provision for amortization of deferred financing costs 3,803 2,935 2,022 Deferred income tax (benefit) expense (12,954) 445 (190)Management incentive plan compensation, net of forfeitures — 4,372 (1,604)(Gain) loss from investments in unconsolidated affiliates (5,505) 4,604 1,025 Impairment of assets — — 12,568 Gain on disposal of assets held for sale (5,185) — — Stock/unit-based compensation 131,176 142 158 Loss from early extinguishment of debt 5,448 — —

Changes in operating assets and liabilitiesAccounts receivable (7,320) (25,511) (20,755)Inventories (99,506) (44,179) 84,805 Prepaid expenses and other current assets (25,227) (16,711) 4,196 Trade accounts payable 12,996 196,213 (41,769)Accrued expenses (1,701) 52,115 (3,274)Income taxes payable (4,189) 4,193 481 Other 12,404 (4,667) (7,632)

Net cash provided by operating activities 54,091 305,178 126,468 Investing activitiesProceeds from disposal of property, equipment and leasehold improvements 14,029 7,207 19 Additions to property, equipment and leasehold improvements (63,534) (29,414) (25,507)Payments for investments — — (41,769)Payments for acquisitions (128,514) — — Net cash used in investing activities (178,019) (22,207) (67,257)Financing activitiesProceeds from issuance of long-term debt 1,250,000 — — Payments for deferred financing costs (27,703) (3,233) (1,671)Payments for capitalized offering costs (7,043) — — Payments under agreement with iDevices (339) (1,640) (2,188)Interest rate swap settlement payments (5,380) — — Proceeds from contribution of capital, net 13,075 125 1,369 Proceeds from Initial Public Offering 237,500 — — Proceeds received from Greenshoe option 35,627 — — Repurchase of Class A shares and LLC units (35,627) — — Repurchase of members’ interests (188,860) — (87,705)Members’ distributions (315,508) (17,042) (35,658)Proceeds from financing obligation — 39,500 — Borrowings from revolving credit facility 217,000 497,462 735,865 Payments on revolving credit facility (217,000) (674,162) (621,849)Payments of long-term debt (845,725) (33,550) (36,250)Payment for the acquired Q Grill Trademark — (18,000) — Service on financing obligation (514) (2,700) (2,641)Net cash provided by (used in) financing activities 109,503 (213,240) (50,728)

72

Table of Contents

Weber Inc.Consolidated Statements of Cash Flows

Fiscal Years Ended September 30, 2021 2020 2019

(dollars in thousands)Effect of exchange rate changes on cash and cash equivalents (1,850) 9,396 851 (Decrease) increase in cash and cash equivalents (16,275) 79,127 9,334 Cash and cash equivalents at beginning of period 123,792 44,665 35,331 Cash and cash equivalents at end of period $ 107,517 $ 123,792 $ 44,665 Supplemental disclosures of cash flow information:Cash paid for interest $ 56,456 $ 43,095 $ 39,988 Cash paid for income taxes, net of refunds of $4,336, $730 and $490, respectively $ 20,517 $ 10,295 $ 13,788 Supplemental disclosures of non-cash investing and financing information:Property and equipment included in accounts payable and accrued expenses $ 32,561 $ 5,517 $ 7,708 Capitalized offering costs included in accounts payable and accrued expenses $ 2,109 $ — $ — Settlement of existing relationship through business combination $ 9,776 $ — $ — Issuance of common units for business acquisition $ 14,582 $ — $ —

The accompanying notes are an integral part of these consolidated financial statements.

73

Table of Contents

Weber Inc.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Description of Business

Weber Inc. (“Weber,” “Company,” “we,” and “our”), a Delaware corporation, was formed in April 2021 for the purpose of facilitating an initial publicoffering (“IPO”) of its Class A common stock, facilitating organizational transactions and to operate the business of Weber HoldCo LLC and its consolidatedsubsidiaries. The Company historically conducted its business through Weber-Stephen Products LLC prior to the IPO. Following the IPO, Weber Inc. is a holdingcompany and its sole asset is a controlling equity interest in Weber HoldCo LLC, a Delaware limited liability company formed in April 2021. As part of the IPOand the associated transactions described below, Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC, and will continue as theprimary operating company.

Weber, together with its affiliates, is an outdoor cooking company in the global outdoor cooking market. Our product portfolio includes traditionalcharcoal grills, gas grills, smokers, pellet grills, electric grills and related accessories. Our full range of products are sold in 78 countries.

We are headquartered in Palatine, Illinois, and our stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WEBR.”

Initial Public Offering and Reorganization Transactions

In August 2021, the Company completed its IPO and consummated the transactions outlined below (collectively referred to as the “ReorganizationTransactions”). All of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO were owned by the following persons and entities, referred to asthe “Pre-IPO LLC Members”:

• BDT WSP Holdings, LLC, an entity controlled by BDT Capital Partners, LLC, the Company’s sponsor;• WSP Investment LLC, an entity held by the Stephen family;• Weber-Stephen Management Pool LLC, an entity held by current and former members of the Company’s management team and directors; and• certain other historical equityholders.

The Reorganization Transactions

Reorganization

In connection with the closing of the IPO, the following Reorganization Transactions were consummated:• Weber Merger Sub, LLC (“Weber Merger Sub”), a subsidiary of Weber Inc. formed in April 2021, merged with and into BDT WSP Blocker, LLC

(“Blocker”), an entity controlled by BDT Capital Partners, LLC, our sponsor, with Blocker surviving the merger. As a result, (i) the Blockerequityholders received Class A common stock of Weber Inc. in exchange for their equity interests in Blocker, (ii) the nominal shares of Weber Inc.held by Weber-Stephen Products LLC were canceled for no consideration (because Weber Inc. was originally formed as a subsidiary of Weber-Stephen Products LLC) and (iii) Weber Inc. became wholly owned by the former Blocker equityholders;

• Blocker then merged with and into Weber Inc., with Weber Inc. surviving the merger. Weber Inc.’s certificate of incorporation was amended toauthorize the issuance of two classes of common stock: Class A common stock and Class B common stock, which we refer to collectively as our“common stock.” Each share of Class A common stock and Class B common stock will entitle its holder to one vote per share on all matterssubmitted to a vote of our stockholders;

• WSP Merger Sub, a subsidiary of WSP Intermediate formed in April 2021, merged with and into Weber-Stephen Products LLC, with Weber-StephenProducts LLC surviving the merger. As a result, (i) the Pre-IPO LLC Members received non-voting common interest units (the “LLC Units”) inWeber HoldCo LLC in exchange for all of their equity interests in Weber-Stephen Products LLC, (ii) Weber-Stephen Management Pool LLCreceived LLC Units in exchange for all equity interest that it holds in Weber-Stephen Products LLC and profits interests in Weber HoldCo LLC withterms substantially similar to the terms of the profits interests that it holds in Weber-Stephen Products LLC and (iii) Weber-Stephen Products LLCbecame a wholly owned subsidiary of Weber HoldCo LLC;

74

Table of Contents

• An amended limited liability company operating agreement (“Amended LLC Agreement”) was adopted for Weber HoldCo LLC making Weber Inc.the sole managing member of Weber HoldCo LLC;

• Pre-IPO LLC Members were issued shares of Weber Inc.’s Class B common stock in an amount equal to the number of LLC Units held by each suchPre-IPO LLC Member;

• Weber Inc. issued 17.9 million shares of its Class A common stock to the public pursuant to the IPO; and• Weber Inc. entered into a tax receivable agreement with the Pre-IPO LLC Members.

With the Reorganization Transactions and IPO executed, Weber Inc. now manages and operates the business and controls the strategic decisions and day-to-day operations of Weber HoldCo LLC and its subsidiaries, and also has a substantial financial interest in Weber HoldCo LLC. As such, Weber Inc. willconsolidate the financial results of Weber HoldCo LLC, and a portion of Weber Inc.’s net income will be allocated to noncontrolling interests to reflect theentitlement of the Pre-IPO LLC Members to a portion of Weber HoldCo LLC’s net income. Under the Amended LLC Agreement, Weber HoldCo LLC is alsorequired from time to time to make pro rata distributions in cash to Weber Inc. and the other holders of LLC Units at certain assumed tax rates in amounts that areintended to be sufficient to cover the taxes on our and the other LLC Unit holders’ respective allocable shares of the taxable income of Weber HoldCo LLC. Inaddition, because Weber HoldCo LLC is under the common control of BDT Capital Partners, LLC before and after the Reorganization Transactions, Weber Inc.accounted for the Reorganization Transactions as a reorganization of entities under common control and initially measured the interests of the Pre-IPO LLCMembers in the assets and liabilities of Weber HoldCo LLC at their carrying amounts as of the date of the completion of the Reorganization Transactions.

TheIPO

In connection with the completion of the IPO, the Company issued 17.9 million shares of Class A common stock to the purchasers of the IPO. TheCompany used the net proceeds from the offering to acquire 17.9 million newly issued LLC Units from Weber HoldCo LLC at a price per LLC Unit equal to theIPO price of the Company's Class A common stock minus underwriting discounts, which represented an aggregate price of $237.5 million. Weber HoldCo LLCused the proceeds from the sale of the LLC Units to the Company as follows: (i) to pay fees and expenses of approximately $17.4 million in connection with theoffering and the Reorganization Transactions and (ii) to repay $220.1 million of the outstanding borrowings under the Secured Credit Facility. The Companycapitalized $9.2 million of the fees and expenses related to the offering, which were recorded as a reduction of equity generated as a result of the offering.

GreenshoeShares

Subsequent to the IPO, the underwriters exercised the options granted to them to purchase additional shares of the Company. A total of 2.7 million sharesof Class A common stock was purchased. The Company used the net proceeds from the offering to acquire (i) 0.3 million shares of Class A common stock fromBlocker equityholders, and (ii) 2.3 million of LLC Units from Weber HoldCo LLC, in each case, at a price per share and per LLC Unit equal to the IPO price ofthe Company’s Class A common stock, minus underwriting discounts, which represented an aggregate price of $35.6 million. Weber HoldCo LLC used theproceeds to buy back LLC Units from existing Weber HoldCo LLC unit holders.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements of Weber Inc. were prepared in accordance with generally accepted accounting principles (“GAAP”)in the United States (“U.S.”). The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Weber HoldCo LLCis considered a variable interest entity. Weber Inc. is the primary beneficiary of Weber HoldCo LLC and has decision making authority that significantly affects theeconomic performance of this entity. As a result, Weber Inc. consolidates the financial statements of Weber HoldCo LLC. All significant intercompany accountsand transactions have been eliminated in consolidation. Noncontrolling interests reflect the entitlement of the Pre-IPO LLC Members to a portion of WeberHoldCo LLC’s net income (loss).

As the Reorganization Transactions are considered transactions between entities under common control, the consolidated financial statements for periodsprior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to theReorganization Transactions, Weber Inc. had no operations.

Fiscal Year

The Company’s fiscal year runs from October 1 through September 30. All references to years are to fiscal years unless otherwise stated.

75

Table of Contents

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affectthe amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The effect of the change inthe estimates will be recognized in the current period of the change.

Seasonality

Although the Company generally has demand for its products throughout the year, the Company’s sales have historically experienced some seasonality.The Company has typically experienced its highest level of sales of its products in the second and third fiscal quarters as retailers across North America and Europechangeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during the first and fourth fiscalquarters, with the exception of the Australia/New Zealand business which is counter seasonal to the balance of the business.

Cash and Cash Equivalents

The Company considers all investments with initial maturities of three months or less to be cash equivalents. The Company maintains its cash and cashequivalents in accounts with major financial institutions in the U.S. and in countries where the Company’s subsidiaries operate in the form of demand deposits.Deposits in these institutions may exceed amounts of insurance provided on such accounts. The Company has not experienced any losses on its deposits of cashand cash equivalents.

Revenue Recognition

Revenue transactions associated with the sale of grills and related accessories comprise a single performance obligation, which consists of the transfer ofproducts to customers at a point in time. Substantially all of the Company’s revenues relate to the sales of grills and accessories.

The Company satisfies the performance obligation and records revenues for grills and accessories when control has passed to the customer, based on theterms of sale. Transfer of control passes to customers at a point in time, that point in time generally being upon shipment or upon delivery of the performanceobligation, depending on the written sales terms with the customer.

The Company’s purchase orders from customers for specific products represent its contracts and include all key terms and conditions related to the sale ofproducts. For all sales, no significant uncertainty exists surrounding the customers’ obligation to pay for grills and accessories. Customers’ obligations to pay aregenerally under normal commercial terms, with payment terms typically being 30-60 days upon completion of the performance obligation. As payment terms areless than one year from the satisfaction of performance obligation, our sales do not include any significant financing components. Consideration promised in theCompany’s contracts with certain customers is variable due to anticipated reductions, such as cash discounts and customer incentives (volume rebates andadvertising programs). The transaction price is determined based upon the invoiced sales price, less anticipated reductions. The cost of these discounts andincentives are estimated at the inception of the contract based on the Company’s annual incentive programs with customers and recognized as a reduction torevenue at the time of sale. Subsequent adjustments to discounts or incentive programs are recognized to revenue in the period the adjustment is determinable.

The Company offers warranties on most of its products, which are considered assurance type warranties and, therefore, are not accounted for as a separateperformance obligation.

The Company has elected to account for shipping and handling activities as a fulfillment cost. Accordingly, all shipping and handling activity costs arerecognized as Selling, general and administrative expenses at the time the related revenue is recognized. The Company recognized shipping and handling activitycosts of $163.8 million, $116.3 million and $102.1 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Amounts invoiced tocustomers for shipping and handling are recorded in Net sales. Any taxes collected on behalf of government authorities are excluded from Net sales.

Accounts Receivable

Accounts receivable consist primarily of amounts due to the Company from its normal business activities, offset by an allowance for expected creditlosses. The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economicconditions and its expectations of future

76

Table of Contents

economic conditions. Additionally, the Company establishes customer-specific allowances for known at-risk accounts. The Company does not require collateralfrom its customers. Accounts receivable are written off when it is determined that the receivable will not be collected.

The Company’s allowances are as follows (dollars in thousands):

Balance at September 30, 2019 $ 2,858 Charges (credits) to the provision, net 1,112 Accounts written off, net of recoveries (708)

Balance at September 30, 2020 3,262 Charges (credits) to the provision, net 591 Accounts written off, net of recoveries (1,233)

Balance at September 30, 2021 $ 2,620

Inventories

Inventories include finished products and work-in-process and materials associated with production and are valued at the lower of cost or market (netrealizable value) using the first-in,first-out method. In evaluating net realizable value, appropriate consideration is given to obsolescence, excessive inventorylevels, product deterioration and other factors.

The components of inventory are as follows:

September 30, 2021 2020

(dollars in thousands)Work-in-process and materials $ 60,367 $ 33,343 Finished products 272,254 199,984 Total inventories, net $ 332,621 $ 233,327

Property, Equipment and Leasehold Improvements

The Company provides for depreciation and amortization of buildings, equipment and leasehold improvements using the straight-line method over theirestimated useful lives. The estimated useful life for leasehold improvements, buildings and equipment and computer software are as follows:

Estimated Useful LifeLeasehold improvements Lesser of remaining lease term or useful life of the assetBuildings 10-40 yearsEquipment and computer software 3-15 years

Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized.

Costs incurred during the development stage of internal-use software projects are capitalized and amortized over the estimated useful life of the relatedproject. Costs incurred prior to the development stage, as well as costs for maintenance, data conversion, training, and other general and administrative costs, areexpensed as incurred.

During the fiscal year ended September 30, 2020, the Company determined that one of its manufacturing sites was considered to be assets held for sale,since the asset group was being marketed for sale and all the criteria to be classified as held for sale under Accounting Standards Codification (“ASC”) 360,Property,PlantandEquipment—ImpairmentorDisposalofLong-LivedAssets, had been met. The related buildings and its content were vacated and the Companyno longer required these assets for its future operations. The carrying value of these assets was $8.3 million as of September 30, 2020 and was recorded withinProperty, equipment and leasehold improvements, net. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. OnDecember 30, 2020, the Company disposed of this manufacturing site, for net cash proceeds of $13.5 million which resulted in a gain of $5.2 million.

77

Table of Contents

Goodwill and Other Intangibles

Finite-lived intangible assets, which primarily consist of trademarks, customer lists, patents and developed technology, are stated at historical cost andamortized using the straight-line method (which reflects the pattern of how the assets’ economic benefits are consumed) over the assets’ estimated useful lives,which range from 15 to 20 years for trademarks and customers lists and 10 to 14 years for patents and are 15 years for developed technology.

The Company performs reviews for impairment of intangible assets subject to amortization whenever adverse events or circumstances indicate that thecarrying value of an asset may not be recoverable. Important factors that may trigger an impairment review include but are not limited to:

• significant underperformance relative to expected historical or projected future operating results;• significant changes in the manner of use of the acquired assets or the strategy for the overall business;• significant negative industry or economic trends; and• significant decline in the Company’s estimated enterprise value relative to carrying value.

When indicators of impairment are present, the Company evaluates the carrying value of the intangible assets subject to amortization in relation to theoperating performance and future undiscounted cash flows of the underlying assets. The Company adjusts the net book value of the intangible assets subject toamortization to fair value if the sum of the expected future cash flows is less than book value.

The Company evaluates indefinite-lived intangible assets and goodwill for possible impairment during the fourth quarter of the Company's fiscal year orwhenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

An intangible asset with an indefinite life (a major trademark) is evaluated for possible impairment by first making a qualitative evaluation about thelikelihood of impairment to determine whether it should then calculate the fair value of the asset compared to the carrying value.

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assetsacquired. The Company performs an annual impairment review of goodwill during the fourth quarter of each fiscal year, or more frequently if indicators ofpotential impairment of its goodwill exist, to determine whether the carrying value of the recorded goodwill is impaired. When assessing goodwill for impairment,the Company considers (i) the amount of excess fair value over the carrying value of each reporting unit, (ii) the period of time since a reporting unit’s lastquantitative test and (iii) other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, the Company assessesnumerous factors to determine whether it is more likely than not that the fair value of its reporting units are less than their respective carrying values. Examples ofqualitative factors that the Company assesses include its financial performance, market and competitive factors in its industry and other events specific to itsreporting units. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performsa quantitative impairment test by comparing reporting unit carrying values to estimated fair values. See Note 3 for further information.

Warranty

The Company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the Company vary depending uponthe product sold. The Company estimates the costs that may be incurred under its warranty plans and the period for which claims are honored, and records aliability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of unitssold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of itsrecorded warranty liabilities and adjusts the amounts as necessary.

Foreign Currency Transactions and Translation

Gains or losses on foreign currency transactions during the fiscal year have been included in the accompanying consolidated statements of income. Thefunctional currencies of the Company’s foreign subsidiaries are primarily the respective local currencies. Accordingly, assets and liabilities of foreign affiliates aretranslated at current exchange rates, and operations accounts are translated at the average rates during the period. Related translation adjustments are reported as acomponent of comprehensive income.

78

Table of Contents

Income Taxes

Income taxes consist of U.S. federal, state and international taxes for jurisdictions in which we conduct business. Deferred income taxes arise fromtemporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measuredusing enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In evaluatingour ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including futurereversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon allavailable positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. Thevaluation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred taxasset will become realizable.

In accordance with ASC 740, IncomeTaxes, the Company evaluated the technical merits of its income tax positions and has established income taxreserves for uncertain tax positions for the fiscal years ended September 30, 2021, 2020 and 2019. The Company’s practice is to recognize interest and penaltiesrelated to income tax matters in Income tax expense in the consolidated statements of income. See Note 9 for further information.

Derivative Instruments

During the fiscal years ended September 30, 2021, 2020 and 2019, the Company used interest rate swap contracts to reduce its exposure to fluctuations ininterest rates. During the fiscal years ended September 30, 2021, 2020 and 2019, the Company also entered into foreign currency forward contracts to reduce itsexposure to fluctuations in foreign currency denominated sales and the respective cash flows impacting Gross profit. When entered, these foreign currency forwardcontracts are designated as cash flow hedges of underlying exposures and de-designated when the foreign currency denominated sale of inventory is made to athird party. The gains or losses from changes in the fair value of foreign exchange contracts de-designated as cash flow hedges are recorded in Foreign currency(gain) loss.

During the fiscal years ended September 30, 2021 and 2020 the Company used commodity index contracts to reduce its exposure to fluctuations in cashflows relating to the purchases of aluminum and steel-based components and raw materials impacting Gross profit.

Cash flows related to the settlement of derivative instruments designated as cash flow hedges are classified within operating activities. Changes in the fairvalue of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive income(loss) and reclassified to earnings when the hedged item affects earnings.

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss the Company could incur if acounterparty were to default on a derivative contract. The Company deals with only investment-grade counterparties and monitors the overall credit risk andexposure to individual counterparties. The Company did not experience any nonperformance by a counterparty during the fiscal years ended September 30, 2021,2020 or 2019. The Company did not require, nor did it post, collateral or security on such contracts.

Business Combinations

The Company allocates the fair value of the purchase consideration of its acquired businesses to the tangible assets, liabilities assumed, and intangibleassets acquired based on the estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of theseidentifiable assets and liabilities is recorded as goodwill. Transaction costs are recognized separately from the business combination and are expensed as incurred.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income attributable to Weber Inc. by the weighted average number of Class A common stockoutstanding during the period. Restricted stock units ("RSUs") awarded as part of the Company’s stock compensation program are included in the weighted-average Class A common shares outstanding in the calculation of basic earnings per share once the units are fully vested. Diluted earnings (loss) per share iscalculated by giving effect to the potentially dilutive weighted average impact of profits interest awards, RSUs, and HoldCo LLC Units that are convertible into ourClass A common stock when paired with an equal number of Class B common stock (together referred to as "Paired Interests").

79

Table of Contents

Equity Based Compensation

Stock-BasedCompensation

The Company measures stock-based compensation at fair value on the grant date, or modification date if applicable, of the award. The fair value of RSUsis determined based on the number of shares granted and the quoted market price of the Company’s Class A common stock on the date of grant or modification.For equity awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the dateof grant and expense is recognized over the service period of the awards based on the graded-vesting method. We account for forfeitures as they occur. Stock-based compensation is classified in the consolidated statements of income based on the function to which the related services are provided.

Unit-BasedCompensation

As described within the Change in Accounting Principle section below, in anticipation of becoming a public company, the Company changed itsmethodology for valuing the profits interest units and Management Incentive Compensation Plan ("LTIP") awards from the intrinsic value methodology to fairvalue during the fiscal year ended September 30, 2021. Prior to the IPO, both the LTIP awards and the profits interest units were liability classified. Both awardswere modified from liability-based awards to equity-based awards during the fiscal year ended September 30, 2021. As such, the awards were remeasured on themodification date, with any changes in fair value recognized in compensation expense. No subsequent remeasurement will be performed unless additionalmodifications are made to the awards. Compensation expense associated with the awards is recognized over the service period of the awards based on the graded-vesting method.

The value of the LTIP awards prior to modification was based on achievement of performance metrics established by the Compensation Committee of theBoard of Directors. The value of the awards at the end of each reporting period was dependent upon the Company’s estimates of the underlying performancemeasures. As the units issued were based on performance metrics, the expense was adjusted for the ultimate number of units expected to be issued as of the end ofeach reporting period prior to the IPO.

The fair value of the profits interest units was estimated using the Black-Scholes option-pricing valuation model. The determination of fair value using anoption-pricing model is affected by the Company’s enterprise value as well as assumptions pertaining to several variables, including expected volatility, theexpected term of the unit and the risk-free rate of interest. In the option-pricing model for the Company’s profits interest units, expected volatility was based on ananalysis of reported data for a group of guideline publicly traded companies. For this analysis, the Company selected companies with comparable characteristicsincluding enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the units. The Company determinedexpected volatility using an average of the historical volatilities of the guideline group of companies. The expected term of the unit was based on expected exercisepatterns of unit holders and the risk-free rate of interest was based on U.S. Treasury yields.

Advertising Costs

The Company expenses advertising costs upon the first display of the advertisement and includes advertising expenses in Selling, general andadministrative expenses in the consolidated statements of income. The Company incurred advertising expenses of $110.1 million, $68.7 million and $53.8 millionfor the fiscal years ended September 30, 2021, 2020 and 2019, respectively.

Research and Development Costs

Research and development costs are charged to expense as incurred and included in Selling, general and administrative expenses in the consolidated statements ofincome. The Company incurred research and development expenses of $42.8 million, $18.2 million and $12.6 million for the fiscal years ended September 30,2021, 2020 and 2019, respectively.

Change in Accounting Principle

Profits interest units and LTIP awards historically were accounted for as liability compensatory awards under ASC 710, Compensation—General, andvalued using the intrinsic value method, as permitted by ASC 718, Compensation—StockCompensation, for nonpublic entities. In anticipation of becoming apublic company, as defined in ASC 718, the Company changed its methodology for valuing the profits interest units and LTIP awards during the fiscal year endedSeptember 30, 2021. The change resulted in additional compensation expense of $12.5 million during the fiscal year ended September 30, 2021. The effect of thechange represents the difference in compensation costs measured using the intrinsic

80

Table of Contents

value method and the fair value method. The LTIP awards were not impacted by the change in valuation methods due to the nature of the grant terms andunderlying calculation.

New Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued ASU 2020-04,ReferenceRateReform(Topic848):FacilitationoftheEffectsofReferenceRateReformonFinancialReporting. This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease thefinancial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates toalternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can beapplied through December 31, 2022. The guidance has not impacted the consolidated financial statements to date. The Company will continue to monitor theimpact of the ASU on our consolidated financial statements in the future.

In December 2019, the FASB issued ASU 2019-12, IncomeTaxes(Topic740):SimplifyingtheAccountingforIncomeTaxes. ASU 2019-12 intended tosimplify various aspects of accounting for income taxes. The Company elected to early adopt ASU 2019-12 effective October 1, 2019. Certain components of thisguidance were adopted on a prospective basis with the remaining components adopted on a modified retrospective basis. The adoption did not have a materialimpact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’sAccountingforImplementationCostsIncurredinaCloudComputingArrangementthatisaServiceContract. ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable termof the cloud-computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise ofthe renewal option is controlled by the cloud service provider. The Company adopted this ASU effective October 1, 2020 using the prospective approach. Theadoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, FairValueMeasurement(Topic820):DisclosureFramework—ChangestotheDisclosureRequirementsforFairValueMeasurement. ASU 2018-13 requires entities to disclose changes in unrealized gains and losses for the period included in other comprehensiveincome for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair valuemeasurements. Amendments in this guidance also require disclosure of transfers into and out of Level 3 of the fair value hierarchy, purchases and issues of Level 3assets and liabilities, and clarify that the measurement uncertainty disclosure is as of the reporting date. The guidance removes requirements to disclose theamounts and reasons for transfers between Level 1 and Level 2, policy for timing between of transfers between levels, and the valuation processes for Level 3 fairvalue measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. TheCompany adopted the provisions of this ASU effective October 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidatedfinancial statements.

In June 2016, the FASB issued ASU 2016-13, FinancialInstruments—CreditLosses(Topic326):MeasurementofCreditLossesonFinancialInstruments, which will require entities to measure all expected credit losses for financial instruments held at the reporting date based on historical experience,current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses onfinancial instruments measured at amortized cost and also applies to some off-balance sheet credit exposures. The Company adopted this ASU effective October 1,2020. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements Issued but Not Yet Adopted

No recent accounting pronouncements were issued by the FASB that are believed by management to have a material impact on the Company’s futurefinancial statements.

2. Acquisitions

Equity Method Investment

During the fiscal year ended September 30, 2019, the Company executed an agreement with June Life, Inc. (“June”), a smart appliance and technologycompany, to purchase $23.0 million of June’s preferred stock and $1.3 million

81

Table of Contents

of June’s common stock. The common stock investment represented 6% of the total outstanding common stock of June, and the total combined equity investmentrepresented less than 20% of the voting interest in June.

The Company also entered into a license and development agreement with June to license certain software and other technology owned by June and adaptthis technology to certain products of the Company. The license and development agreement included provisions for the Company to pay June royalties at varyingrates based on the quantities and type of product sold containing the licensed technology.

The Company determined it had significant influence over June due to the substantial impact of the license and development agreement on June’soperating results and cash flows. As a result, the Company accounted for the investment in June as an equity method investment and recorded its share of June’searnings or losses. During the fiscal years ended September 30, 2021, 2020 and 2019, the Company recorded equity method losses of $1.4 million, $4.6 millionand $1.0 million, respectively, with an offsetting decrease in its investment in June.

As described below, the Company acquired the remaining equity interest in June during fiscal year 2021 and fully consolidated the entity. At acquisition,the Company remeasured the fair value of its existing equity interest, which exceeded the carrying amount of the investment and resulted in a pre-tax gain of $6.9million. The gain offset with the equity method loss of $1.4 million was recorded within (Gain) loss from investments in unconsolidated affiliates during the fiscalyear ended September 30, 2021. The carrying value of the investment in June was $18.6 million as of September 30, 2020 and was recorded in Other long-termassets.

June Acquisition

On January 12, 2021, the Company acquired all of the remaining outstanding stock of June. The purpose of the acquisition was primarily to advanceconsumer experiences through the use of embedded technology in its products and higher quality digital products.

The composition of the purchase price recorded for June was as follows (dollars in thousands):

Cash $ 108,285 Fair value of equity interest 24,144 Settlement of existing contractual relationship 9,776 Total $ 142,205

Prior to the acquisition, the Company held an existing equity interest in June, which was historically accounted for as an equity method investment. Uponcompletion of the merger agreement, June became a wholly-owned subsidiary of the Company. At the time of acquisition, the fair value of the existing equityinterest totaled $24.1 million, which was based on per share prices paid to the sellers of common stock and preferred stock on acquisition.

The June license and development agreement, was deemed to be an existing contractual relationship. As a result of the business combination, theCompany recorded this arrangement as consideration at its January 12, 2021 fair value, which resulted in an increase in goodwill of $9.8 million.

The results of operations for June have been included in the consolidated statements of income since the acquisition date, which were not material. Juneoperations are reflected within the Americas reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not beenpresented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate.

The September 30, 2021 consolidated balance sheet includes the assets and liabilities of June, which have been measured at fair value as of the acquisitiondate. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities.

82

Table of Contents

The allocation of purchase price recorded for June was as follows (dollars in thousands):

Cash $ 6,046 Inventory 480 Accounts receivable 85 Prepaid expenses and other current assets 617 Property and equipment 104 Intangibles 109,700 Goodwill 54,477 Accounts payable (870)Accrued expenses (3,954)Other long-term liabilities (24,480)Total $ 142,205

The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date. Finalization of thevaluation during the measurement period could result in a change in the fair value amounts recorded for acquired assets and liabilities. The completion of thevaluation will occur no later than one year from the acquisition date.

The goodwill of $54.5 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify forseparate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In theperiod subsequent to acquisition, the Company recorded a reduction to the deferred tax liability of $6.6 million in its acquisition of June, with a correspondingdecrease to goodwill, due to a change in apportionment data in preparation of the 2020 income tax returns.

The Company recognized $24.5 million of net deferred tax liabilities due to the acquisition of June. The deferred tax liabilities have been recorded inOther long-term liabilities in the accompanying consolidated balance sheets.

The amounts allocated to intangible assets are as follows:

Gross Carrying Amount(dollars in thousands)

Trade names and trademarks $ 17,000 Developed software / patented technology 87,000 Non-competition / restrictive covenant agreements 5,700 Total $ 109,700

The useful lives assigned to intangible assets are as follows (in years):

Trade names and trademarks 20.0Developed software / patented technology 15.0Non-competition / restrictive covenant agreements 3.0Total weighted average useful life 15.2

Developed software/patented technology were valued using the multi-period excess earnings method (“MPEEM”). Intangible assets consisting of tradenames and trademarks and non-competition/ restrictive covenant agreements were valued using the relief from royalty (“RFR”) method and lost income method,respectively. In many cases, the determination of fair values required estimates about discount rates, future expected cash flows and other future events that arejudgmental and subject to change.

As a result of the acquisition, the Company recognized $1.2 million of acquisition-related costs which are included in Selling, general and administrativeexpenses on the Company’s consolidated statements of income.

83

Table of Contents

RMC Acquisition

On April 1, 2021, the Company acquired all aspects of the operations of R McDonald Co. Pty. Ltd. (“RMC”), that supported the Company’s businessunits in Australia and New Zealand. This included certain fixed assets, members of the RMC workforce and their related employment liabilities and the reacquiredright to sell and market the Company’s products. RMC, a marketing and distribution company, had historically provided operational and marketing support tooperate the Weber Australia and Weber New Zealand businesses on behalf of the Company. The primary purpose of the acquisition was to re-acquire thoseoperational and marketing rights.

The composition of the purchase price recorded for RMC was as follows (dollars in thousands):

Cash $ 26,275 Equity consideration issued by the Company (2,899 common units) 14,582 Total $ 40,857

Prior to the acquisition, the Company had a preexisting contractual agreement with RMC which provided RMC the exclusive rights to sell, market, anddistribute barbecue grills and accessories in Australia and New Zealand. With the acquisition, the effective settlement of this agreement resulted in the Companyreacquiring rights to sell, market, and distribute products in Australia and New Zealand. In addition, RMC had a contractual agreement to provide administrativesupport services to the Company’s Australian and New Zealand businesses, as well as a licensing agreement for RMC to use certain trademarks of the Company.The transaction resulted in no gain or loss as the contractual terms of these agreements were at market.

The results of operations for RMC have been included in the consolidated statements of income since the acquisition date, which were not material. RMCoperations are reflected within the Asia-Pacific (“APAC”) reportable segment. Actual and pro forma revenue and results of operations for the acquisition have notbeen presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate.

The September 30, 2021 consolidated balance sheet includes the assets and liabilities of RMC, which have been measured at fair value as of theacquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumedliabilities.

The allocation of purchase price recorded for RMC was as follows (dollars in thousands):

Property and equipment $ 432 Reacquired rights 14,300 Other long-term assets 410 Goodwill 27,120 Accrued expenses (1,405)Total $ 40,857

The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date. Finalization of thevaluation during the measurement period could result in a change in the fair value amounts recorded for acquired assets and liabilities. The completion of thevaluation will occur no later than one year from the acquisition date.

The goodwill of $27.1 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify forseparate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In theperiod subsequent to acquisition, the Company recorded a deferred tax asset of $0.4 million in its acquisition of RMC, with a corresponding decrease to goodwill.

The reacquired rights were valued using MPEEM. The useful life of the reacquired rights were estimated to be 3.3 years. The determination of fair valuesrequired estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change.

As a result of the acquisition, the Company recognized approximately $0.3 million of acquisition-related costs which are included in Selling, general andadministrative expenses on the Company’s consolidated statements of income.

84

Table of Contents

3. Goodwill and Other Intangibles

Goodwill allocated to Weber's reportable segments and changes in the carrying amount of goodwill during the fiscal years ended September 30, 2021 and2020 are shown below.

Americas EMEA APAC Total

(dollars in thousands)Balance as of September 30, 2019 $ 19,219 $ 9,971 $ 593 $ 29,783

Foreign exchange — 751 36 787 Balance as of September 30, 2020 19,219 10,722 629 30,570

Acquisitions 54,477 — 27,120 81,597 Foreign exchange — (133) (1,422) (1,555)

Balance as of September 30, 2021 $ 73,696 $ 10,589 $ 26,327 $ 110,612

During the fiscal years ended September 30, 2021 and 2020, the Company performed a qualitative assessment of its goodwill and indefinite-livedintangible assets and noted no impairment. Additionally, the Company did not identify any indicators of impairment for other intangible assets subject toamortization during the fiscal years ended September 30, 2021 and 2020.

The Company’s intangible assets consist of the following:

September 30, 2021

Weighted-AverageRemaining Amortization

YearsGross Carrying

AmountAccumulated Amortization

Net Book Value

(dollars in thousands)Trademark—Weber N/A $ 310,000 $ — $ 310,000 Trademarks—Other 14.6 55,900 (8,079) 47,821 Trademarks, net 365,900 (8,079) 357,821 Customer lists 9.3 91,563 (50,483) 41,080 Patents 7.5 49,428 (47,389) 2,039 In-process research and development 5.3 4,500 (2,100) 2,400 Developed technology 14.3 87,000 (4,139) 82,861 Reacquired rights 2.8 13,568 (2,035) 11,533 Non-compete agreement 2.3 6,300 (1,956) 4,344 Other intangible assets, net 252,359 (108,102) 144,257 Total $ 618,259 $ (116,181) $ 502,078

85

Table of Contents

September 30, 2020

Gross Carrying

AmountAccumulated Amortization

Net Book Value

(dollars in thousands)

Trademark—Weber $ 310,000 $ — $ 310,000 Trademarks—Other 38,900 (4,935) 33,965 Trademarks, net 348,900 (4,935) 343,965 Customer lists 91,388 (45,684) 45,704 Patents 49,428 (46,156) 3,272 Internally developed software 5,700 (5,700) — In-process research and development 4,500 (1,650) 2,850 Non-compete agreement 600 (560) 40 Other intangible assets, net 151,616 (99,750) 51,866 Total $ 500,516 $ (104,685) $ 395,831

The Company’s indefinite-lived intangible assets consist of Trademark—Weber.

The Company expects to record the following amortization expense on intangible assets for each of the next five years and thereafter (dollars inthousands):

2022 $ 20,661 2023 20,639 2024 18,584 2025 14,648 2026 14,648 Thereafter 102,898 Total $ 192,078

Total amortization expense for the Company’s intangible assets was $17.2 million, $13.2 million and $13.6 million for the fiscal years endedSeptember 30, 2021, 2020 and 2019, respectively.

4. Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements, net consists of the following:

September 30,2021 2020

(dollars in thousands)Land $ 6,453 $ 12,530 Buildings 44,829 52,985 Computer equipment and software 79,286 66,166 Equipment 238,601 209,033 Leasehold improvements 13,156 17,264 Construction-in-progress 32,547 8,075

Gross carrying amount 414,872 366,053 Accumulated depreciation (252,043) (257,801)

Total $ 162,829 $ 108,252

Depreciation expense amounted to $27.1 million, $29.1 million and $32.7 million for the fiscal years ended September 30, 2021, 2020 and 2019,respectively, of which $6.9 million, $5.8 million and $3.7 million related to the

86

Table of Contents

amortization of capitalized software costs, respectively. Unamortized software costs were $29.1 million and $15.1 million as of September 30, 2021 and 2020,respectively.

5. Accrued Expenses

Accrued expenses consisted of the following:

September 30,2021 2020

(dollars in thousands)Accrued payroll and employee benefits $ 59,035 $ 52,041 Current portion of derivative instruments 14,688 9,620 Current portion of operating lease liabilities 13,040 11,741 Other 63,847 60,466 Total $ 150,610 $ 133,868

______________(1) Other includes items for accruals such as commissions, freight and distribution costs and taxes.

6. Leases

The Company has various operating lease agreements related to machinery and equipment, vehicles, IT assets, office equipment, real estate and otherassets with terms of up to 20 years, inclusive of renewal options the Company is reasonably certain of exercising. The Company does not have any finance leases.Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term. Theoperating lease right-of-use asset also reflects accrued and prepaid lease expense resulting from the straight-line accounting under prior accounting methods, whichis now being amortized over the remaining life of the lease.

Our lease payments are largely fixed. Variable lease payments exist in circumstances such as our payments for a proportionate share of real estate taxes,insurance, common area maintenance, and other operating costs. Variable lease payments are expensed as incurred. Some of our leases include options to extendthe lease term. If the Company is reasonably certain to exercise an option to extend a lease, the extension period is included as part of the right-of-use asset and thelease liability. Some of our leases include an option to early terminate the lease. Our leases with an early termination option generally involve a terminationpayment and therefore the Company is not reasonably certain to terminate them early. As such, our lease term generally does not reflect early termination of ourleases. Our leases do not contain any material residual value guarantees or restrictive restrictions or covenants that restrict us from incurring other financialobligations.

At the inception of our contracts the Company determines if the contract is or contains a lease. A contract is or contains a lease if it conveys the right tocontrol the use of an identified asset for a period of time in exchange for consideration. The discount rate for leases is based on our secured incremental borrowingrate since the rate implicit in the lease is not readily determinable.

The Company participated in lease transactions with related parties. See Note 12 for further information.

The following table presents supplemental balance sheet information:

September 30,Operating leases Classification 2021 2020

(dollars in thousands)Operating lease right-of-use assets Operating lease right-of-use assets $ 66,962 $ 48,937 Current operating lease liabilities Accrued expenses $ 13,040 $ 11,741 Non-current operating lease liabilities Non-current operating lease liabilities $ 55,329 $ 37,986

(1)

87

Table of Contents

The following table presents lease cost:

Fiscal Years Ended September 30,Lease cost Classification 2021 2020

(dollars in thousands)Operating lease cost Selling, general and administrative $ 13,771 $ 12,739 Operating lease cost Cost of goods sold 927 1,138 Short-term lease cost Selling, general and administrative 817 476 Variable lease cost Selling, general and administrative 1,289 3,232 Total lease costs $ 16,804 $ 17,585

For the fiscal years ended September 30, 2021 and 2020, cash payments for operating leases were $14.7 million and $14.5 million and operating leaseexpense was $14.7 million and $13.9 million, respectively.

The following table presents lease terms and discount rates:

September 30,2021 2020

Weighted average remaining lease term 8.0 years 5.2 yearsWeighted average discount rates 4.49 % 3.46 %

At September 30, 2021, future lease payments under operating leases were as follows (dollars in thousands):

2022 $ 15,866 2023 13,106 2024 11,573 2025 9,335 2026 7,542 Thereafter 27,201 Total lease payments 84,623 Less: Effect of discounting to net present value 16,254 Present value of lease liabilities $ 68,369

The following table presents supplemental cash flow information:

Fiscal Years Ended September 30,2021 2020

(dollars in thousands)Right-of-use assets obtained in exchange for new operating lease liabilities $ 30,100 $ 9,146

Sale-Leaseback Assets and Liabilities

Sale-leasebacks are assessed to determine whether a sale has occurred under ASC 606. If a sale is determined not to have occurred, the underlying “sold”assets are not derecognized and a financing liability is established in the amount of cash received. At such time that the lease expires, the assets are thenderecognized along with the financing liability, with a gain or loss recognized on disposal for the difference between the two amounts, if any.

88

Table of Contents

The assets and liabilities relating to the U.S. Manufacturing Facility sale-leaseback transaction are as follows:

September 30,2021 2020

(dollars in thousands)Land $ 1,580 $ 1,580 Buildings 29,464 29,464Accumulated depreciation (9,453) (8,091)Carrying value of net assets $ 21,591 $ 22,953 Current portion of financing obligation $ 592 $ 514 Long-term financing obligation 38,394 38,986 Total financing obligation $ 38,986 $ 39,500

U.S.ManufacturingFacility

On September 30, 2020, the Company entered into a sale-leaseback transaction with a third party, whereby the Company sold its U.S. ManufacturingFacility for proceeds of $39.5 million. As of September 30, 2020, the land and building had a net carrying value of $23.0 million. The Company leased the facilityfor a term of 15 years with options to extend the lease for four additional periods of five years each. The annual cash rental payments due under the leaseagreement in the first year were $2.3 million and increase each year by 2.25% through the end of the lease term.

Under the provisions of ASC 842, Leases, the Company determined that indicators of control transfer were not met, as the Company has an option torenew the lease for substantially all of the remaining economic life of the facility, and as such, the sale of the facility does not qualify for sale-leaseback treatment.The Company further determined that the land would have been classified as a finance lease, and as such also did not transfer control. The Company accounted forthe sale of the facility and land as a failed sale in accordance with ASC 842, accounting for the transaction as a financing arrangement. The financing methodresulted in the cash proceeds of $39.5 million being offset by a financing obligation liability. The Company allocates the lease payments as amortization of thefinancing obligation. The assets sold were recorded in Property, equipment and leasehold improvements, net with continued depreciation over their estimateduseful life.

EuropeManufacturingFacility

During the fiscal year ended September 30, 2020, the Company acquired land in Poland for $6.0 million as part of plans to develop a manufacturingfacility in Europe. The land acquisition included a commitment to the municipality to spend approximately $30.3 million in the form of capital investment. TheCompany subsequently sold the land and entered into a lease agreement with the owner of the land (landlord), who committed to build a manufacturing facility onthe property for the Company’s use. The construction and development of the facility by the landlord is anticipated to satisfy the commitment to the municipalityupon completion by December 31, 2021. The sale of the land qualified as a successful sale and leaseback, as the Company successfully transferred control to thelandlord at the time of sale. The Company further determined that the Company does not control the asset under construction, and was therefore not deemed theaccounting owner of the asset under construction.

The lease term is 15 years and commenced upon completion of the facility, which occurred during the third quarter of the fiscal year ended September 30,2021. Upon commencement, the Company recorded a right-of-use asset and a lease liability. In addition, the Company has options to extend the lease term forfive-year periods as allowed by local laws and regulatory requirements. The annual cash rental payments due under the lease agreement in the first year are $2.4million and will increase each year by the increase in the Harmonized Index of Consumer Prices or 1.25%, whichever is lower, through the end of the lease term.This lease also requires the Company to pay real estate taxes and maintenance costs on the facility.

89

Table of Contents

7. Debt

Long-term debt consists of the following:

September 30, 2021 2020

(dollars in thousands)Secured Credit Facility Term Loan, due October 2027 $ 1,020,525 $ — Senior Facility, due December 2022 — 616,250 Total borrowings 1,020,525 616,250 Deferred financing costs (17,692) (4,341)Original issue discount (5,515) —

Total debt 997,318 611,909 Less: current portion of long-term debt and other borrowings (12,500) (36,250)

Total long-term debt $ 984,818 $ 575,659

Aggregate maturities of long-term debt as of September 30, 2021 are as follows (dollars in thousands):

2022 $ 12,500 2023 12,500 2024 12,500 2025 12,500 2026 12,500 Thereafter 958,025 $ 1,020,525

Secured Credit Facility

On October 30, 2020, the Company retired its existing senior credit facility (“Senior Facility”) and entered into a new credit facility (“Secured CreditFacility”) with a syndicate of financial institutions and investors. The Secured Credit Facility includes an initial term loan (“Term Loan”) of $1,250.0 million and arevolving credit facility (“Revolving Loan”) with a maximum commitment of $300.0 million. The proceeds from the Term Loan were used, in part, to pay off theoutstanding balance of $616.3 million on the Senior Facility. Under the Secured Credit Facility, the Company’s U.S.-based assets, excluding real estate, arepledged as collateral, including its interests in certain foreign subsidiaries.

In connection with the Secured Credit Facility, the Company paid financing costs totaling $26.7 million, of which $25.2 million related to the Term Loanand $1.5 million related to the Revolving Loan, during the fiscal year ended September 30, 2021. The Term Loan costs included an original issue discount of $6.3million. The financing costs and original issue discount were recorded as deferred financing costs in the consolidated balance sheets and are amortized over theremaining lives of the respective borrowing.

Under extinguishment accounting, the Company recorded a $5.4 million Loss from early extinguishment of debt in the consolidated statements of income,representing a write-off of unamortized deferred financing costs. This loss consisted of $4.2 million related to the Senior Facility term loan and $1.2 million relatedto Senior Facility revolving loan.

During the fourth quarter of fiscal year 2021, the Company amended the Secured Credit Facility to allow for the IPO and align the timing of quarterlydebt covenant submissions with public company reporting requirements. In connection with these amendments, the Company paid financing costs totaling $1.0million, which were recorded as deferred financing costs in the consolidated balance sheets and are amortized over the remaining life of the Term Loan.

The Term Loan matures on October 30, 2027. Principal payments on the Term Loan commenced on March 31, 2021, and are payable quarterly atscheduled amounts, with the balance due at maturity. At the Company’s option, the Term Loan interest rate is based on either (i) London Interbank Offered Rate(“LIBOR”) for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.75%), plus an applicable margin or (ii) a base rateequal to the highest of (a) the rate of interest publicly announced from time to time by the administrative agent as its “prime rate”, (b) the federal funds effectiverate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus

90

Table of Contents

1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. As of September 30, 2021, the interest rate on the Term Loan was LIBORplus 3.25%. Interest is payable on the last business day of the month for the relevant interest period selected.

The Revolving Loan matures on October 30, 2025, and it provides for borrowings of a maximum commitment of $300.0 million and up to $30.0 millionfor the issuance of standby and commercial letters of credit. The Revolving Loan also provides for $25.0 million for swingline loans and no sub-limit formulticurrency borrowings that reduce the amount of available borrowings. The proceeds of any borrowings made under the Revolving Loan can be used to financeworking capital needs, member distributions, acquisitions, capital expenditures and for other general purposes. As of September 30, 2021, the Revolving Loan hadborrowings outstanding of zero and letters of credit issued of $6.4 million leaving $293.6 million of available borrowing capacity. Commitment fees are based onthe unused portion of the Revolving Loan at a rate of 0.30%, which can fluctuate based on the average leverage ratio.

Borrowings under the Revolving Loan bear interest at a rate equal to, at the Company’s option, either (i) LIBOR for the relevant interest period, adjustedfor statutory reserve requirements (subject to a floor of 0.00% per annum), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interestpublicly announced from time to time by the administrative agent as its “prime rate”, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR for aninterest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin can fluctuatebased on the average leverage ratio, as defined in the Secured Credit Facility. Interest is payable in March, June, September and December during the term of theagreement on the last business day of the calendar quarter.

The Secured Credit Facility contains certain restrictive covenants relating to, among other things, limitations on indebtedness, transactions with affiliates,sales of assets, acquisitions, and members’ distributions. In addition, above a certain borrowing level, there is a financial covenant relating to the Company’saverage leverage ratio. As of September 30, 2021, the Company was in compliance with all debt covenants.

8. Derivative Instruments

Interest Rate Swap Contracts

The Company uses interest rate swap contracts to minimize the effect of fluctuating variable interest rates under the Senior Facility and the Secured CreditFacility on Interest expense within its reported operating results. As cash flow hedges, the interest rate swaps are revalued at current market rates, with the changesin valuation reflected directly in Other comprehensive income (loss). The gains or losses on the interest rate swaps reported in Accumulated other comprehensiveincome (loss) in equity are reclassified into Interest expense in the periods in which the monthly interest settlement is paid on the interest rate swap.

The notional values of the Company’s outstanding interest rate swap contracts were as follows:

September 30,2021 2020

(dollars in thousands)Interest rate swap contracts $ 1,220,000 $ 410,000

On October 30, 2020, the Company completed a series of transactions to amend and extend certain interest rate swap agreements by an additional threeyears. These interest rate swap transactions consisted of the following: (i) $360.0 million of the interest rate swaps were de-designated as cash flow hedges, (ii) theCompany entered into a $360.0 million pay-variable received-fixed interest rate swap which was designed to economically offset the terms of the $360.0 million ofswaps in (i) and which are not designated as cash flow hedges, and (iii) the Company entered into a $500.0 million new pay-fixed interest rate swap with anextended maturity. The new pay-fixed interest rate swaps is considered a hybrid instrument with a financing component and an embedded at-market derivative thatwas designated as a cash flow hedge (see discussion of cash flow presentation below).

At the time of the de-designation of the above $360.0 million in interest rate swaps, there was approximately $38.2 million of unrealized losses recordedin Accumulated other comprehensive income (loss). This amount will be amortized to interest expense through the remaining term of the original de-designatedswaps unless it becomes probable that the cash flows originally hedged will not occur, in which case the proportionate amount of the loss will be recorded tointerest expense at that time. The $360.0 million of interest rate swaps de-designated as cash flows hedges and the $360.0

91

Table of Contents

million of offsetting swaps will be marked to market with changes in fair value recognized, along with the fixed and variable payments on these swaps, in interestexpense which are expected to nearly offset each other. The Company presents the derivatives on a gross basis on the balance sheet.

The new pay-fixed interest rate swap is a hybrid instrument in accordance with ASC 815, DerivativesandHedging, consisting of a financing componentand an embedded at-market derivative. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-marketderivative is accounted for at fair value on the balance sheet and designated as a cash flow hedge. This new 500.0 million swap is indexed to one-month LIBORand is net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.2025% and the variable rate based upon one-month LIBOR(subject to a floor of 0.75%) as applied to the notional amount of the swap. In connection with the transactions discussed above, no cash was exchanged betweenthe Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap wasblended into the new pay-fixed interest rate swap. Cash settlements related to interest rate contracts will generally be classified as operating activities on theconsolidated statements of cash flows. The cash flows related to the portion of the hybrid instrument treated as debt are classified as financing activities in theconsolidated statements of cash flows while the portion treated as an at-market derivative is classified as operating activities.

See Note 13 for further information.

Foreign Currency Forward Contracts

The Company enters into foreign currency forward contracts to minimize the effect of fluctuating variable foreign currency denominated cash flowsimpacting gross profit within its reported operating results. As cash flow hedges, the forward contracts are revalued at current foreign exchange rates with thechanges in the valuation reflected directly in Accumulated other comprehensive income (loss). The gains or losses on the forward contracts reported inAccumulated other comprehensive income (loss) in members’ equity are reclassified into Cost of goods sold in the period or periods in which the foreign currencydenominated sale of inventory is made to a third party and the contracts are de-designated. The gains or losses from changes in the fair value of foreign exchangecontracts de-designated as cash flow hedges are recorded in Foreign currency (gain) loss. The Company also enters into foreign currency forward contracts thateconomically hedge its risk on foreign currency denominated receivables. The gains or losses from changes in fair value on these contracts are recorded in Foreigncurrency (gain) loss.

The notional values of the Company’s outstanding foreign currency forward contracts were as follows:

September 30,2021 2020

(dollars in thousands)Foreign currency forward contracts $ 28,254 $ 5,730

See Note 13 for further information.

Cash Flow Hedges Impact on the Consolidated Statements of Comprehensive Income

For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive income (loss) was:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Interest rate swap contracts $ 11,429 $ (20,490) $ (30,690)Foreign currency forward contracts (117) (189) 183 Total gain (loss) recognized $ 11,312 $ (20,679) $ (30,507)

92

Table of Contents

Cash Flow Hedges Impact on the Consolidated Statements of Income

For derivatives designated as cash flow hedges, the gain (loss) reclassified from Accumulated other comprehensive income (loss) into the consolidatedstatements of income was:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Interest rate swap contracts $ 10,456 $ (4,347) $ 1,189 Foreign currency forward contracts 249 (57) 183 Total gain (loss) reclassified $ 10,705 $ (4,404) $ 1,372

For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directlyinto Foreign currency (gain) loss in the consolidated statements of income was:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Foreign currency forward contracts $ 554 $ 548 $ (4,093)

As of September 30, 2021, the Company estimates that it will recognize approximately $10.7 million of losses associated with the above contracts in netincome within the next 12 months.

Commodity Index Contracts

The Company enters into commodity index contracts to minimize the effect of fluctuating variable costs relating to the purchases of aluminum and steel-based components and raw materials. The commodity index contracts are accounted for as financial instruments and the Company did not apply hedge accounting.The Company did not enter into commodity index contracts during the fiscal year ended September 30, 2019.

As financial instruments, the commodity index hedges are revalued at current commodity index rates with the changes in the valuation reflected directlyin Cost of goods sold. The Company recorded a corresponding (gain) loss on the change in fair market value as follows:

September 30,2021 2020 2019

(dollars in thousands)Commodity index contracts $ (7,494) $ 101 $ —

See Note 13 for further information.

9. Income Taxes

The components of income before income taxes were as follows:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)U.S. $ (75,423) $ 80,229 $ 36,665 Foreign 78,471 27,067 28,024 Total $ 3,048 $ 107,296 $ 64,689

The income before income taxes above includes the pre- and post-IPO periods during the fiscal year ended September 30, 2021. Prior to the IPO theCompany, through its subsidiary, Weber-Stephen Products LLC, was structured as a partnership and therefore, was subject to certain LLC entity-level taxes andforeign taxes but generally not subject to

93

Table of Contents

U.S. federal income taxes. As part of the Reorganization Transactions described in Note 1, the Company created a C Corporation, and is now subject to U.S.federal, state and foreign taxes.

Significant components of income tax expense (benefit) were as follows:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Current

U.S. Federal $ (3,743) $ — $ — State & Local 180 153 119 Foreign 19,521 13,214 13,615

Total current income tax expense 15,958 13,367 13,734 Deferred

U.S. Federal (11,032) — — State & Local (1,384) — — Foreign (538) 445 (190)

Total deferred income tax (benefit) expense (12,954) 445 (190)Total $ 3,004 $ 13,812 $ 13,544

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to our income tax (expense) benefit was as follows:

Fiscal Years Ended September 30,2021 2020 2019

At U.S. Federal statutory tax rate 21.0 % 21.0 % 21.0 %State income taxes (39.6)% 0.1 % 0.2 %Foreign rate differential 24.6 % 2.6 % 3.7 %Pass-through loss (income) 546.2 % (15.7)% (11.9)%Change in valuation allowance (454.5)% (0.8)% 2.3 %Tax settlement — % 2.9 % — %Net uncertain tax positions 55.2 % 1.2 % 6.5 %Non-controlling interests (96.2)% — % — %Nontaxable income (11.9)% — % — %Branch income (loss) (112.4)% — % — %Provision to return (7.1)% 0.4 % (0.2)%June transaction/restructuring 202.0 % — % — %Income tax credits (25.1)% — % — %Nondeductible expenses 5.5 % 0.1 % 0.2 %Tax rate change (11.3)% — % — %Other 2.2 % 1.1 % (0.9)%Total 98.6 % 12.9 % 20.9 %

The effective tax rate for the fiscal years ended September 30, 2021, 2020 and 2019, was 98.6%, 12.9% and 20.9%, respectively. Differences between theU.S. federal statutory rate and the effective rate for fiscal year 2020 and fiscal year 2019 primarily relate to the organizational structure discussed above wherebythe U.S. income flowed through to partners. The most significant items impacting the effective tax rate during fiscal year 2021 are due to the ReorganizationTransactions and the items below.

94

Table of Contents

Pass-throughloss(income)

Prior to the Reorganization Transactions, Weber-Stephen Products LLC was the reporting entity, which is treated as a flow-through entity for federalincome tax purposes. The income or losses generated were not taxed at the LLC level. As required by U.S. tax law, income or loss generated by the LLC flowsthrough to various partners of the LLC. The tax impact of the pre-tax book loss attributable to Weber-Stephen Products LLC prior to the execution of the IPO was$16.6 million of net tax expense for the fiscal year ended September 30, 2021.

Changeinvaluationallowance

The Company recorded a net tax benefit of $13.8 million for the release of valuation allowances in the current fiscal year. The net tax benefit relates to therelease of a valuation allowance of $14.9 million for the utilization of June deferred tax assets established for net operating loss and credit carryforward balancesthat were previously fully reserved. This was partially offset by net changes in the valuation allowance reserves in certain foreign subsidiaries of $1.1 million.

Noncontrollinginterests

As part of the Reorganization Transactions, Weber-Stephen Products LLC and its subsidiaries became wholly owned subsidiaries of Weber HoldCo LLC.Weber Inc. acquired a portion of the units of Weber HoldCo LLC, which is treated as a partnership for U.S. federal tax purposes and in most applicablejurisdictions for state and local income tax purposes. Any taxable income or loss generated by Weber HoldCo LLC after Weber Inc.'s acquisition of its portion ofWeber HoldCo LLC is passed through and included in the taxable income or loss of its members, including Weber Inc., in accordance with the terms of the WeberHoldCo LLC operating agreement. Weber Inc. is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share ofany taxable income of Weber HoldCo LLC. As Weber HoldCo LLC and its subsidiaries are consolidated in the financial statements, the Company removes U.S.pre-tax book (income) loss not attributable to Weber Inc. which resulted in a tax benefit of $2.9 million for the fiscal year ended September 30, 2021.

Branchincome(loss)

The Company has foreign operations that are treated as branches for U.S. tax purposes. As a result of the Reorganization Transactions, the branch income(loss) adjustments account for Weber Inc.'s controlling interest portion of the foreign branch pre-tax book income (loss), which is taxable in the U.S. The Companyrecorded a net tax benefit of $3.4 million in the current fiscal year to reflect the U.S. tax benefit, based on the allocation of pre-tax foreign branch losses in the post-IPO period.

Junetransaction/restructuring

During the fiscal year ended September 30, 2021, the Company implemented a planning action in the fourth quarter, which allowed the Company tobenefit from June's net operating losses and credit carryforwards that were not previously deemed to be realizable. This benefit was partially offset when theCompany implemented the remaining elements of this planning action by converting June from a C Corporation to a limited liability company, treated aspartnership, and recognizing income tax expense of $6.2 million as a result of the conversion.

95

Table of Contents

The Company’s deferred tax assets (liabilities) consisted of the following:

September 30,2021 2020

(dollars in thousands)Deferred tax assets

Net operating loss $ 20,991 $ 9,741 Operating lease liability 8,984 4,971 Foreign tax credit 5,617 — Investment in partnerships 50,546 — Other 6,845 1,152

Total deferred tax assets 92,983 15,864 Valuation allowance (69,245) (9,749)Total deferred tax assets net of valuation allowance 23,738 6,115 Deferred tax liabilities

Right-of-use asset (8,984) (4,971)Other (2,132) (664)

Total deferred tax liabilities (11,116) (5,635)Net deferred tax assets $ 12,622 $ 480

Deferred tax assets are recorded within Other long-term assets and deferred tax liabilities are recorded within Other long-term liabilities. The net deferredtax assets primarily relating to investment in partnerships includes $20.9 million, net of a valuation allowance of $47.2 million, and was recorded as an increase toAdditional paid-in capital as a result of the Reorganization Transactions.

The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. Valuation allowances have beenestablished primarily with regard to the tax benefits of certain net operating losses, tax credits, as well as a portion of its investment in partnerships for the amountof the expected reversal that would result in a non-realizable capital loss. In making such a determination, the Company considers all available positive andnegative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent resultsof operations. After considering all those factors, management recorded a $69.2 million valuation allowance for certain deferred tax assets which are not morelikely than not to be realized as of September 30, 2021.

The following table summarizes valuation allowance activity (dollars in thousands):

Balance at September 30, 2019 $ (10,645)Recorded to Income tax expense 896

Balance at September 30, 2020 (9,749)Recorded to Income tax expense 15,635 Recorded to Goodwill (27,886)Recorded to Additional paid-in capital (47,245)

Balance at September 30, 2021 $ (69,245)

_____________(1) The amount recorded to Goodwill represents valuation allowances recorded on net operating losses and other credit carryforwards as part of the June

acquisition.(2) The amount recorded to Additional paid-in capital represents valuation allowances recorded on the investment in partnerships and other foreign tax credit

carryforwards as part of the Reorganization Transactions.

At September 30, 2021, we had U.S. state operating loss carryforwards totaling $80.9 million, U.S federal operating loss carryforwards totaling $24.6million and tax credit carryforwards totaling $7.4 million. The U.S. federal and

(1)

(2)

96

Table of Contents

state operating loss carryforwards begin to expire in 2029 with $26.9 million of the operating loss carryforwards having no expiration date.

At September 30, 2021, with respect to our operations outside the U.S., we had foreign operating loss carryforwards totaling $43.2 million. The foreignoperating loss carryforwards begin to expire in 2022 with $13.2 million having no expiration date.

At September 30, 2021, the Company is not indefinitely reinvested on undistributed earnings from its foreign operations. Due to the Company's structure,the foreign operations do not qualify for the indefinite reinvestment exceptions under ASC 740-30 as the earnings from the foreign operations are subject to U.S.taxation. However, the exception may still apply to other taxes due to dividend distributions of earnings from the Company's foreign affiliates (e.g., foreignwithholding taxes). The Company has no plans to make distributions from its controlled foreign corporation or branch operations in the future and, therefore, adeferred tax liability has not been recognized. A determination of the unrecognized deferred taxes is not practicable.

Uncertain Tax Positions

ASC 740 prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty inincome tax benefits recognized in an enterprise’s financial statements.

The Company’s unrecognized tax benefits are as follows:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Balance at beginning of the year $ 6,332 $ 5,053 $ 875 Increase associated with tax positions taken during the current year 1,823 1,279 4,178 Increase associated with translation of foreign currency 269 — — Balance at end of the year $ 8,424 $ 6,332 $ 5,053

Included in the balance of unrecognized tax benefits as of September 30, 2021 and 2020, are $4.3 million and $2.5 million, respectively, of tax benefitsthat, if recognized, would affect the effective tax rate.

Our policy is to include interest and penalties related to gross unrecognized tax benefits in income tax expense. As of September 30, 2021, we accrued$0.5 million of interest and penalties. There was no interest expense or penalties accrued for the fiscal years ended September 30, 2020 and 2019.

We are currently subject to routine income tax examinations for U.S. federal, state and foreign jurisdictions for tax years 2013 and forward. Currently, weare under audit in the following major jurisdictions presented below:

Tax YearsAustria 2018-2020France 2019-2020Germany 2019Switzerland 2018-2020

Tax Receivable Agreement

The Company expects to obtain an increase in its share of the tax basis in the net assets of Weber HoldCo LLC when Weber HoldCo LLC units areredeemed from or exchanged by the Pre-IPO LLC Members. The Company intends to treat any redemptions and exchanges of Weber HoldCo LLC units as directpurchases of Weber HoldCo LLC units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company wouldotherwise pay in the future to U.S. federal and state tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assetsto the extent tax basis is allocated to those capital assets.

In connection with the IPO, the Company entered into the Tax Receivable Agreement with the Pre-IPO LLC Members. The Tax Receivable Agreementprovides for the payment by Weber Inc. of 85% of the amount of any cash tax benefits that Weber Inc. actually realizes, or in some cases is deemed to realize, as aresult of: (i) increases in Weber Inc.’s allocable share of existing tax basis in Weber HoldCo LLC’s intangible assets resulting from (a) the acquisition of Weber

97

Table of Contents

HoldCo LLC units in connection with the IPO, (b) the purchases of Weber HoldCo LLC units from the Pre-IPO LLC Members in connection with future offerings,or (c) future redemptions or exchanges of Weber HoldCo LLC units by the Pre-IPO LLC Members for cash or shares of Weber Inc. Class A common stock; (ii)Weber Inc.’s tax basis adjustments in Weber HoldCo LLC’s assets resulting from (a) the purchases of Weber HoldCo LLC units from the Pre-IPO LLC Membersin connection with the IPO or future offerings, (b) future redemptions or exchanges of Weber HoldCo LLC units by the Pre-IPO LLC Members for cash or sharesof Weber Inc. Class A common stock, or (c) certain payments under the Tax Receivable Agreement; and (iii) tax benefits related to imputed interest deemedarising as a result of payments made under the Tax Receivable Agreement. Weber Inc. expects to benefit from the remaining 15% of cash savings, if any, that itrealizes.

During the fiscal year ended September 30, 2021, the Company acquired an aggregate of 2,349,314 Weber HoldCo LLC units valued at $31.2 million inconnection with the exchange of those Weber HoldCo LLC units by the Pre-IPO LLC Members, which resulted in an increase in the tax basis of the assets ofWeber HoldCo LLC and would be subject to the provisions of the Tax Receivable Agreement. As of September 30, 2021, the Company recognized a liability of$9.2 million as an estimate of Tax Receivable Agreement payments that would be paid based on its estimates of future taxable income. No payments were made tothe Pre-IPO LLC Members pursuant to the Tax Receivable Agreement during the fiscal year ended September 30, 2021. The initial Tax Receivable Agreementliability of $9.2 million and related deferred tax asset of $2.2 million were recorded as adjustments to Additional paid-in capital.

The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character and timing ofthe taxable income of Weber Inc. in the future. Any changes to amounts recorded pursuant to the Tax Receivable Agreement will be recognized in earnings infuture periods.

10. Commitments and Contingencies

Warranty

The following is an analysis of product warranty reserves and charges against those reserves (dollars in thousands):

Balance at September 30, 2019 $ 19,515 Accrual for warranties issued 8,128 Warranty settlements made (5,734)

Balance at September 30, 2020 21,909Accrual for warranties issued 13,424Acquired June warranty reserve 759 Warranty settlements made (7,792)

Balance at September 30, 2021 $ 28,300

The balance of warranty reserves recorded in Other long-term liabilities was $23.1 million and $18.0 million as of September 30, 2021 and 2020,respectively. The remaining current balances of $5.2 million and $3.9 million as of September 30, 2021 and 2020, respectively, were recorded in Accruedexpenses.

Contingent Consideration

As part of the 2016 acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices, LLC (“iDevices”), theCompany has future cash payments due to iDevices in conjunction with an earn-out and development agreement. Under this agreement, the Company must payiDevices a minimum of $8.0 million, and then additional royalty payments at fixed rates on iGrill and Kitchen Thermometer products sold for a total of 10 years orup to $15.0 million, whichever comes first. Under the terms of the earn-out and development agreement, the Company paid $0.3 million, $1.6 million and $2.2million during the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The fair value of the contingent consideration liability was $0.5 million,$0.7 million and $1.6 million at September 30, 2021, 2020 and 2019, respectively. The fair value of these estimated future cash payments was based on valuationmethods and management’s best estimates as of the date of acquisition and was recorded as a contingent consideration liability in Other long-term liabilities in theconsolidated balance sheets.

98

Table of Contents

Legal Proceedings

The Company is subject to a variety of investigations, claims, suits and other legal proceedings that arise from time to time in the ordinary course ofbusiness including, but not limited to, intellectual property, employment, tort, and breach of contract matters. The Company currently believes that the outcomes ofsuch proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position or results of operations.Any legal proceedings are subject to inherent uncertainties, and management’s view of these matters and their potential effects may change in the future.

11. Employee Benefit Plans

The Company has a defined contribution plan covering substantially all U.S.-based employees who have completed two months of employment. TheCompany provides a matching contribution based on a defined percentage of the participant’s contribution and union status. The Company’s contribution for thefiscal years ended September 30, 2021, 2020 and 2019 was $2.2 million, $1.6 million and $1.2 million, respectively.

12. Related Parties

Periodically, the Company engages in transactions with related parties, which include entities that are owned in whole or in part by certain owners oremployees of the Company.

The Company has historically leased certain manufacturing and office facilities in the U.S. from related parties. During the fourth quarter of fiscal year2021, the related party sold the leased properties to a third party. Accordingly, the Company will no longer recognize these leases as related party transactions.Rental expense amounted to $0.9 million, $1.0 million and $1.0 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. The Companyhad related party operating right-of-use assets of zero and $4.1 million at September 30, 2021 and 2020, respectively. Additionally, the Company had related partynon-current operating lease liabilities of zero and $4.1 million at September 30, 2021 and 2020, respectively. The Company had no related party current operatinglease liabilities at September 30, 2021 and 2020.

During fiscal year 2021, the Company leased office facilities in Australia from related parties. Rental expense amounted to $0.3 million, zero and zero forthe fiscal years ended September 30, 2021, 2020 and 2019, respectively. The Company had related party operating right-of-use assets of $1.6 million and zero atSeptember 30, 2021 and 2020, respectively. Additionally, the Company had related party current operating lease liabilities of $0.4 million and zero and non-currentoperating lease liabilities of $1.2 million and zero at September 30, 2021 and 2020, respectively.

The Company has a royalty agreement with a related party for the use of the Company’s trademark. Royalty revenue from this agreement was $0.2million, $0.4 million and $0.7 million, respectively, for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Fiscal year 2021 royalty revenuesreflect the impact of a retroactive discount totaling $0.1 million, which was granted to the related party as a COVID-19 concession. The Company had a royaltyreceivable of $0.1 million and $0.2 million from this related party at September 30, 2021 and 2020, respectively.

As described in Note 2, the Company entered into a series of transactions with June during the fiscal year ended September 30, 2019. As of September 30,2021 and 2020, the Company recorded prepaid royalties of zero and $10.0 million, respectively. For the fiscal years ended September 30, 2021, 2020 and 2019, theCompany recorded royalty expense of $0.3 million, $1.3 million and zero, respectively. As a result of the acquisition described in Note 2, June has become awholly-owned subsidiary of the Company and is consolidated in its financial statements. As such, the Company no longer records related party transactions withJune.

In connection with the Reorganization Transactions described in Note 1, the Company recorded the Tax Receivable Agreement liability of $9.2 millionduring the fourth quarter of fiscal year 2021. The Tax Receivable Agreement is considered a related party transaction. See Note 9 for details of the Tax ReceivableAgreement.

The Company has notes receivable due from members, including interest, of $11.3 million and $9.3 million at September 30, 2021 and 2020, respectively.Related party interest income associated with the full recourse member notes was nil, $0.1 million and $0.1 million for the fiscal years ended September 30, 2021,2020 and 2019, respectively. See Note 18 for further information.

99

Table of Contents

13. Fair Value of Financial Instruments

With respect to financial assets and liabilities, fair value is defined as the exchange price that would be received for an asset, or paid to transfer a liability(an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurementdate. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair valuehierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.

• Level 1—Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions inactive exchange markets involving identical assets.

• Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These aretypically obtained from readily available pricing sources for comparable instruments.

• Level 3—Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s ownassumptions of the data that market participants would use in pricing the asset or liability based on the best information available in thecircumstances.

The Company had interest rate swap contracts held with financial institutions as of September 30, 2021 and 2020 classified as Level 2 financialinstruments, which are valued using observable underlying interest rates and market-determined risk premiums at the reporting date.

The Company had foreign currency forward contracts held with financial institutions as of September 30, 2021 and 2020, classified as Level 2 financialinstruments, which are valued using observable forward foreign exchange rates at the reporting date.

The Company had commodity index contracts held with financial institutions as of September 30, 2021 and 2020, classified as Level 2 financialinstruments, which are valued using observable commodity index rates at the reporting date.

The Company had a contingent consideration liability as of September 30, 2021 and 2020 classified as a Level 3 instrument, in conjunction with its fiscalyear ended September 30, 2016 acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices. The fair value of theseestimated future cash payments was determined based on valuation methods and estimates of future cash flows. See Note 10 for further details.

The fair value of financial assets and liabilities measured on a recurring basis was as follows:

September 30, 2021 Level 1 Level 2 Level 3

(dollars in thousands)Prepaid expenses and other current assets:

Foreign currency forward contracts $ 134 $ — $ 134 $ — Commodity index contracts 3,378 — 3,378 — Interest rate swap contracts 8,762 — 8,762 —

Total $ 12,274 $ — $ 12,274 $ — Other long-term assets:

Interest rate swap contracts $ 27,267 $ — $ 27,267 $ — Total $ 27,267 $ — $ 27,267 $ — Accrued expenses:

Interest rate swap contracts $ 14,688 $ — $ 14,688 $ — Total $ 14,688 $ — $ 14,688 $ — Other long-term liabilities:

Interest rate swap contracts $ 40,392 $ — $ 40,392 $ — Contingent consideration 503 — — 503

Total $ 40,895 $ — $ 40,392 $ 503

100

Table of Contents

September 30, 2020 Level 1 Level 2 Level 3

(dollars in thousands)Accrued expenses:

Foreign currency forward contracts $ 223 $ — $ 223 $ — Commodity index contracts 73 — 73 — Interest rate swap contracts 9,324 — 9,324 —

Total $ 9,620 $ — $ 9,620 $ — Other long-term liabilities:

Interest rate swap contracts $ 27,296 $ — $ 27,296 $ — Commodity index contracts 28 — 28 — Contingent consideration 700 — — 700

Total $ 28,024 $ — $ 27,324 $ 700

The table below sets forth a summary of changes in fair value of the contingent consideration using Level 3 assumptions (dollars in thousands):

Balance at September 30, 2019 $ 1,610 Royalty payments (1,640)Fair value adjustments 730

Balance at September 30, 2020 700Royalty payments (339)Fair value adjustments 142

Balance at September 30, 2021 $ 503

The carrying amounts reported in the Company’s accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, and tradeaccounts payable approximate their fair values due to the short-term nature of these instruments. The carrying amounts reported in the Company’s accompanyingconsolidated balance sheets for variable rate, revolving loan facilities also approximate fair values. The fair value of the fixed rate debt is not readily determinable,because the information is not available.

14. Stock-Based Compensation

In August 2021, the Company's Board of Directors adopted the Weber Inc. Omnibus Incentive Plan (the "2021 Plan"). The Company's Board of Directorsor the Compensation Committee of the Board of Directors, acting as plan administrator, administers the 2021 Plan and the awards granted under it. The Companyreserved a total of 22,694,608 shares of Class A common stock for issuance pursuant to the 2021 Plan. As of September 30, 2021, the Company had two types ofshare-based compensation awards outstanding under the 2021 Plan: profits interest awards and RSUs, which includes legacy LTIP awards, director RSUs and theone-time listing day RSUs.

Profits Interest Awards

The Company has granted profits interest units with vesting periods ranging from one to five years to certain key employees in consideration for theirservices to or for the benefit of the Company. The profits interest units generally vest in three concurring installment periods of one to five years, in each casesubject to the applicable holder’s continued employment through the applicable vesting date, provided that upon a termination for cause or a breach of restrictivecovenants, all profits interest units held by the applicable holder will be forfeited. In addition to the service-based awards, a portion of the grants vest based onservice as well as the Company’s achievement of certain performance objectives associated with net sales ("Hybrid units"). The service period associated withthese awards is one to three years. Expense associated with these awards will be recognized over the applicable vesting period if it is deemed probable that theperformance conditions will be met at the end of each reporting period.

101

Table of Contents

The profits interest units were granted in three separate tranches, each of which is subject to a different distribution threshold which represented animplied equity value that must be exceeded in order for the awards to have value. The distribution thresholds served as a cashless exercise price, with holdersreceiving their share of the value of the Company’s implied equity value in excess of the distribution threshold. These distribution thresholds exceeded the impliedequity value of the Company at the time of grant, in order to incentivize higher levels of performance. Once vested, the profits interests represent profits interestownership in the Company tied solely to the accretion, if any, in the value of the Company in excess of the distribution threshold. Prior to the modificationdescribed in further detail below, the profits interest units could not be converted into common units and were settled in cash upon a liquidation event or a holder’sdeparture from the Company. As such, they were liability classified and the liability was measured at fair value each reporting period. As described above, the cashsettlement was equal to the profits interest owner’s share of the value of the Company in excess of the distribution thresholds. The profits interest units do not carryany voting rights both historically and post modification.

During the fiscal year ended September 30, 2021, the Company amended the profits interest plan to include an antidilution provision which resulted in adecrease to the distribution thresholds under each tranche. As the profits interest were liability classified at the time of modification, they were remeasured to fairvalue using the updated distribution thresholds post modification. Prior to the amendment, one third of the profits interest units had a distribution threshold of $2.0million, one third of the profits interest units had a distribution threshold of $2.5 million, and one third of the profits interest units had a distribution threshold of$3.0 million. Subsequent to the April 2021 grants and plan amendment, the profits interest units and their corresponding distribution thresholds were as follows:

Distribution ThresholdService-Based Units

OutstandingHybrid Units Outstanding

$1,550,000 – 1,700,000 8,213 — $2,000,000 – 2,200,000 8,213 — $2,450,000 – 2,650,000 14,245 2,350 $2,800,000 – 2,900,000 1,175 1,175 Total 31,846 3,525

The following tables summarize the Company’s profits interest units activity for the awards historically classified as liability awards prior to themodification described below:

Service-Based Units Outstanding

Hybrid Units Outstanding

Balance as of September 30, 2020 24,639 — Units granted 7,207 3,525 Units exercised — — Units forfeited or canceled — — Converted to equity awards on August 5, 2021 (31,846) (3,525)

Balance at September 30, 2021 — — The following tables summarize the Company’s vested profits interest units activity for the awards historically classified as liability awards prior to themodification described below:

Service-Based Units Vested

Hybrid Units Vested

Balance as of September 30, 2020 — — Units vested 6,983 — Units exercised — — Units forfeited or canceled — — Converted to equity awards on August 5, 2021 (6,983) —

Balance at September 30, 2021 — —

102

Table of Contents

On August 5, 2021, the Company modified its profits interest plans to be settled in Weber HoldCo LLC units ("LLC Units"), which can be redeemed fornewly issued shares of Class A common stock. Given the awards are no longer settled in cash and are settled in LLC units as of the IPO date, the modificationresulted in a change in classification of the profits interest units from liability to equity. As the profits interest units are now settled in LLC units, the number ofunits was adjusted to reflect the exchange of equity interest in Weber-Stephen Products LLC for LLC units in Weber HoldCo LLC that took place as part of theReorganization Transactions. As 504.32 LLC units were exchanged for each common unit in Weber-Stephen Product LLC, both the number of profits interestunits and the associated distribution thresholds were adjusted to reflect the conversion. The distribution thresholds are now on a per LLC unit basis with the holderreceiving, upon exercise, a value in LLC units equal to the difference between the current fair value per LLC unit less the distribution threshold. The modificationdid not result in a change to the aggregate fair value of the units as neither the vesting terms nor the ending settlement amount changed. The total fair value of theprofits interest units as of the modification date was $158.9 million. As a result of the modification, the Company reclassified $102.7 million from Other long-termliabilities to Additional paid-in capital and Noncontrolling interests. The remaining $56.2 million fair value will be recognized as compensation expense over theremaining service period of the profits interest units. Going forward, assuming no further modifications, no additional remeasurements will be required as theprofits interest units are now classified as equity awards.

The following table summarizes the Company’s profits interest units distribution thresholds, which serve as a cashless exercise price, post modification:

Distribution Threshold (per unit)Service-Based Units

OutstandingHybrid Units Outstanding

$5.50 – $7.00 4,142,102 — $7.01 – $8.50 4,142,102 — $8.51 – $9.50 5,481,420 1,185,180 $9.51 – $10.75 2,295,274 592,590 Total 16,060,898 1,777,770

The following tables summarize the Company’s activity for the service-based equity classified awards:

Service-Based Units Outstanding

Weighted AverageExercise Price

Weighted Average FairValue

Nonvested, September 30, 2020 — $ — $ — Total units converted from liability awards 16,060,898 $ 8.09 $ 9.02 Granted — $ — $ — Vested (4,347,883) $ 7.76 $ 9.15 Forfeited — $ — $ —

Nonvested, September 30, 2021 11,713,015 $ 8.21 $ 8.97

The following tables summarize the Company’s vesting activity for the service-based equity classified awards:

Service-Based Units Vested

Weighted AverageExercise Price

Weighted Average FairValue

Vested, September 30, 2020 — $ — $ — Vested units converted from liability awards 3,521,564 $ 7.62 $ 9.27 Units vested post conversion 826,319 $ 8.33 $ 8.64 Units exercised — $ — $ — Units forfeited or cancelled — $ — $ —

Vested, September 30, 2021 4,347,883 $ 7.76 $ 9.15

103

Table of Contents

The following tables summarize the Company’s activity for the Hybrid equity classified awards:

Hybrid Units Outstanding

Weighted AverageExercise Price

Weighted Average FairValue

Nonvested, September 30, 2020 — $ — $ — Total units converted from liability awards 1,777,770 $ 9.62 $ 7.88 Granted — $ — $ — Vested — $ — $ — Forfeited — $ — $ —

Nonvested, September 30, 2021 1,777,770 $ 9.62 $ 7.88

There were no Hybrid units vested during the fiscal year ended September 30, 2021.

There were no vested profits interest in periods prior to September 30, 2021 and the outstanding awards had zero intrinsic value as the value of theCompany did not exceed the distribution thresholds in prior periods.

The aggregate intrinsic value of all service-based units outstanding was $152.7 million as of September 30, 2021. The aggregate intrinsic value of allvested service-based units was $42.8 million as of September 30, 2021.

The aggregate intrinsic value of all Hybrid units outstanding was $14.2 million as of September 30, 2021.

The fair value and corresponding unit-based compensation for units granted under the profits interest plan was determined using the Black-Scholes optionpricing model. See Note 1 for discussion of the change in accounting principle regarding the valuation of the profits interest units. The profits interest units do notrequire the payment of a cash exercise price, but since the distribution thresholds act as a cashless exercise price, they are economically similar to stock options,and therefore are treated as an instrument with an option like feature. The weighted-average assumptions used to estimate the fair value of the profits interest unitson the modification date of August 5, 2021, were as follows:

Service-Based Units Hybrid Units

Expected term (in years) 1.16 1.49Risk-free interest rate 0.06-0.38% 0.06-0.21%Expected volatility 35.0 % 38.7 %Expected dividend yield — % — %

The total fair value of units vested during the year ended September 30, 2021 was $39.8 million. As of September 30, 2021 there was $39.5 million and$9.2 million of total unrecognized compensation cost related to non-vested profits interest units for service-based vesting units and Hybrid units, respectively. Theremaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.79 years for service-based units and 0.83 years forHybrid units.

Restricted Stock Units

LegacyLTIPAwards

The Legacy LTIP authorized the grant of awards to certain key officers or employees of the Company and its subsidiaries. These awards each representeda contractual right to payment of compensation in the future based on the achievement of certain performance metrics as defined in the Legacy LTIP. TheCompany issued LTIP awards from fiscal year 2011 to fiscal year 2021.

Prior to the IPO, the awards were not considered units of the Company’s common stock, nor did a recipient of the awards receive any ownership interestin the Company, member voting rights, or other incidents of ownership. As these awards were cash-settled prior to the IPO, the Company classified these asliability awards until the date of the modification as further described below.

At the start of the fiscal years ended September 30, 2021 and 2020, the Company granted new awards under the Legacy LTIP covering three-yearperformance periods. For the fiscal 2021 awards, the performance period covered fiscal 2021 through fiscal 2023, with the awards being fully vested by September30, 2023 if the performance goals were achieved. For the fiscal 2020 awards, the performance period covered fiscal 2020 through fiscal 2022, with the awardsbeing fully vested by September 30, 2022 if the performance goals were achieved. The payment of these awards would

104

Table of Contents

occur under either an installment method, where the participant receives the value of their awards in four equal, annual installments beginning with the secondanniversary of the last day of the performance period, or in a lump sum on the tenth anniversary of the last day of the performance period, unless an acceptableevent occurs under the terms of the Legacy LTIP which allows for earlier payment.

Under the Legacy LTIP, the Company had previously issued awards covering a performance period of fiscal 2019 through fiscal 2021, a performanceperiod of fiscal 2018 through fiscal 2020, a performance period of fiscal 2017 through fiscal 2019, and a performance period of fiscal 2016 through fiscal 2018.These awards were fully vested as of September 30, 2021. The payment of the value of these awards can occur under either an installment method, as describedabove, or on the tenth anniversary of the last day of the performance period. The payment method is at the election of the award recipient.

The Company had also previously issued awards covering a performance period of fiscal 2014 through fiscal 2015 and a performance period of fiscal2011 through fiscal 2013. These awards were fully vested as of September 30, 2021. The payment of the value of these respective awards occurs on the seventhanniversary of the last day of the performance period unless an acceptable event occurs under the terms of the Legacy LTIP that allows for earlier payments. Atotal of $3.0 million, $1.1 million and $0.5 million was paid out under the Legacy LTIP during the fiscal years ended September 30, 2021, 2020 and 2019,respectively.

Under the Legacy LTIP, participants holding vested awards were entitled to receive cash payments on a pro rata basis in relation to any payments made tothe holders of the Weber-Stephen Products LLC common units paid in a general distribution. During the fiscal year ended September 30, 2021, participantsreceived cash payments of $0.3 million in conjunction with general distributions. During the fiscal years ended September 30, 2020 and 2019 participants receivedno cash payments as a result of a general distribution.

The Company had actual forfeitures of Legacy LTIP units in the amount of $0.2 million, $0.1 million and zero for the fiscal years ended September 30,2021, 2020 and 2019, respectively.

On September 30, 2021, the Company modified the Legacy LTIP such that both fully vested and unvested awards were converted to RSUs. The numberof RSUs exchanged for fully vested awards was calculated using a predetermined conversion factor. The number of RSUs exchanged for unvested awards wascalculated utilizing an updated value of the awards on the date of modification and management's best estimate of whether the performance goals associated withthe awards would have been achieved in the future. Upon vesting and settlement of the award, the Company will issue Class A common stock to the award holder.The post vesting settlement of the awards in Class A common stock will follow the same payment method elected for the original awards outlined above. As theawards are now settled in equity instead of cash, the Legacy LTIP awards were converted from liability to equity classified awards.

Upon conversion into RSUs, the fair value of the awards was calculated utilizing the closing day stock price on September 30, 2021 of $17.59 per share.On the modification date, the Company recognized incremental compensation expense of $9.3 million related to the increase in fair value of fully vested awardsassociated with the modification. The Company recorded the $9.3 million incremental fair value to Additional paid-in capital and Noncontrolling interests alongwith a reversal of $0.2 million and $10.0 million from Accrued expenses and Other long-term liabilities, respectively, to reflect the reclassification of the awardsfrom liability to equity. This resulted in a total increase of $19.5 million to Additional paid-in capital and Noncontrolling interests. An additional $0.8 millionincrease in fair value was associated with vested awards held by former employees of the Company. As the awards are held by former employees, they are treatedas a distribution to equity holders, and recognized as an increase to Additional paid-in capital and a decrease to Retained earnings, and reflected as Distribution toequity holders in the consolidated statements of equity (deficit). The modification also resulted in an incremental fair value increase for unvested awards of $20.7million, which will be recognized along with any unrecognized compensation costs associated with the original awards over the remaining service periodassociated with those awards.

DirectorRSUs

On August 5, 2021, the Company granted each of its non-employee directors RSUs in connection with the IPO. A total of 62,503 RSUs were granted. Thefair value of the awards was calculated utilizing the closing day stock price on August 5, 2021 of $16.50 per share. The RSUs vest on the date of the next annualmeeting of the stockholders. Upon vesting of the award, the Company will issue Class A common stock to the award holder.

105

Table of Contents

One-TimeListingDayRSUs

On September 30, 2021, the Company approved a one-time RSU grant to all non-union employees in connection with the listing day. Each eligibleemployee was granted 35 RSUs for a total of 57,050 RSUs. The fair value of the awards was calculated utilizing the closing day stock price on September 30, 2021of $17.59 per share. The awards vest on August 9, 2022. Upon vesting of the award, the Company will issue Class A common stock to the award holder.

The following tables summarize the Company’s RSUs and activity during the fiscal year ended September 30, 2021:

Total RSUs

Number of RSUsWeighted Average Grant

Date Fair ValueNonvested, September 30, 2020 — $ —

Granted 119,553 $ 17.02 Converted 2,743,532 $ 17.59 Vested (776,544) $ 17.59 Forfeited — $ —

Nonvested, September 30, 2021 2,086,541 $ 17.56

Total RSUs

Number of RSUsWeighted Average Grant

Date Fair ValueVested, September 30, 2020 — $ —

Vested units converted 776,544 $ 17.59 Units vested post conversion — $ — Units settled — $ — Units forfeited or cancelled — $ —

Vested, September 30, 2021 776,544 $ 17.59

The total fair value of RSUs vested during the fiscal year ended September 30, 2021 was $13.7 million. As of September 30, 2021, there was $29.7million of total unrecognized compensation cost related to RSUs. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.81 years.

Employee Stock Purchase Plan

In August 2021, the Board of Directors approved the Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase a limitednumber of shares of Class A common stock during pre-specified offering periods at a discount established by the Compensation Committee. The purchase price forthe option will be equal to the

lesser of (i) 85% of the fair market value of a share on the first trading day of the offering period and (ii) 85% of the fair market value of a share on the applicablepurchase date. For the ESPP, a total of 9,077,843 shares of Class A common stock were reserved for issuance and no shares have been issued during the fiscal yearended September 30, 2021. Purchases under the ESPP will commence in fiscal 2022.

106

Table of Contents

Summary of Stock-Based Compensation Expense

The table below summarizes stock-based compensation expense recognized by award type:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Profits interest awards:

Service-based profits interest awards prior to modification $ 99,382 $ — $ — Hybrid profits interest awards prior to modification 3,311 — — Service-based profits interest awards post modification 6,037 — — Hybrid profits interest awards post modification 1,472 — —

Total profits interest awards $ 110,202 $ — $ — RSUs:

LTIP awards prior to modification $ 6,442 $ 4,372 $ (1,604)LTIP awards associated with modification 9,340 — — Director RSUs and Listing day grants 251 — —

Total RSUs $ 16,033 $ 4,372 $ (1,604)

Total stock-based compensation expense $ 126,235 $ 4,372 $ (1,604)

_____________

(1) In addition to the stock-based compensation expense recognized for the awards listed above, $4.9 million, $0.1 million, and $0.2 million of expense wasrecognized in relation to partial recourse notes during the fiscal years ended September 30, 2021, 2020 and 2019, respectively. See Note 18 for furtherinformation.

15. Segments

The Company has three operating segments, Americas, which consists of Canada, Chile, Mexico and the United States; the European, Middle East andAfrican regions (“EMEA”); and the Asia-Pacific region (“APAC”), which includes Australia and New Zealand. The Company’s reportable segments consist ofAmericas, EMEA and APAC. Corporate/Other is not an operating segment and includes unallocated corporate and certain supply chain expenses and assets(consisting primarily of cash, land, buildings and equipment, certain intangible assets (trademark) and deferred tax assets), inter-segment eliminations and otheradjustments to segment results necessary for the presentation of consolidated financial results in accordance with GAAP. Internal revenue transactions between theCompany’s segments are immaterial. Each operating segment derives its revenues from the provision of gas, charcoal, electric and pellet grills and relatedaccessories to customers.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CEO reviews financial information presentedon a consolidated basis, accompanied by disaggregated information about the Company’s revenue and profitability, for purposes of making operating decisions,assessing financial performance and allocating resources. The CODM receives discrete financial information by segment.

The CODM reviews adjusted income from operations as the key segment measure of performance. Adjusted income from operations is defined as incomefrom operations adjusted for unallocated net expenses, non-cash stock compensation / LTIP and profits interest expense, impairment costs, and gain on disposal ofassets held for sale. Adjusted income from operations excludes interest income, interest expense, loss from early extinguishment of debt, income taxes, and loss(gain) from investments in unconsolidated affiliates.

(1)

107

Table of Contents

The information below summarizes key financial performance measures by reportable segment:

Fiscal Year Ended September 30, 2021Americas EMEA APAC Corporate/Other Total

(dollars in thousands)Net sales $ 1,102,294 $ 726,124 $ 153,988 $ — $ 1,982,406 Adjusted income from operations $ 203,689 $ 221,135 $ 35,424 $ (259,882) $ 200,366 Depreciation and amortization $ 6,646 $ 1,633 $ 3,581 $ 32,442 $ 44,302 Segment assets $ 164,905 $ 104,219 $ 63,497 $ — $ 332,621 Capital expenditures $ 388 $ 548 $ 1,849 $ 60,749 $ 63,534

Fiscal Year Ended September 30, 2020Americas EMEA APAC Corporate/Other Total

(dollars in thousands)Net sales $ 880,618 $ 541,567 $ 103,075 $ — $ 1,525,260 Adjusted income from operations $ 178,079 $ 136,547 $ 23,369 $ (187,098) $ 150,897 Depreciation and amortization $ 690 $ 1,993 $ 1,225 $ 38,439 $ 42,347 Segment assets $ 120,351 $ 77,477 $ 35,499 $ — $ 233,327 Capital expenditures $ 39 $ 6,961 $ 1,742 $ 20,672 $ 29,414

Fiscal Year Ended September 30, 2019Americas EMEA APAC Corporate/Other Total

(dollars in thousands)Net sales $ 715,153 $ 483,914 $ 97,143 $ — $ 1,296,210 Adjusted income from operations $ 133,663 $ 109,903 $ 20,386 $ (144,124) $ 119,828 Depreciation and amortization $ 2,021 $ 3,257 $ 1,098 $ 39,941 $ 46,317 Segment assets $ 75,356 $ 71,542 $ 38,482 $ — $ 185,380 Capital expenditures $ 227 $ 1,002 $ 1,234 $ 23,044 $ 25,507

_____________(1) Adjusted income from operations for each reportable segment includes cost of goods sold transfer price allocations and distribution allocations from

Corporate/Other. Corporate/Other includes unallocated corporate and certain supply chain expenses, inter-segment eliminations and other adjustments,including business and operational transformation costs, debt refinancing and IPO costs and COVID-19 costs.

(2) Inventory is the only segment asset reviewed by the CODM. See the reconciliations to consolidated total assets below.

(1)

(2)

(1)

(2)

(1)

(2)

108

Table of Contents

Reconciliations

The information below provides a reconciliation of adjusted income from operations to income before taxes:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)Segment adjusted income from operationsAmericas $ 203,689 $ 178,079 $ 133,663 EMEA 221,135 136,547 109,903 APAC 35,424 23,369 20,386 Segment adjusted income from operations for reportable segments $ 460,248 $ 337,995 $ 263,952 Unallocated net expenses (259,882) (187,098) (144,124)Adjustments to income before taxesNon-cash stock compensation / LTIP and profits interest expense (131,176) (4,514) 1,446 Gain on disposal of assets held for sale 5,185 — (12,568)Interest income 1,091 1,270 1,153 Interest expense (66,970) (40,357) (45,170)Loss from early extinguishment of debt (5,448) — — Income before taxes $ 3,048 $ 107,296 $ 64,689

The information below provides a reconciliation of segment assets to total consolidated assets:

September 30, 2021Americas EMEA APAC Corporate/Other Total

(dollars in thousands)Segment assets $ 164,905 $ 104,219 $ 63,497 $ — $ 332,621 All other 1,218,371Total assets $ 1,550,992

September 30, 2020Americas EMEA APAC Corporate/Other Total

(dollars in thousands)Segment assets $ 120,351 $ 77,477 $ 35,499 $ — $ 233,327 All other 906,108 Total assets $ 1,139,435

_____________(1) Inventory is the only segment asset reviewed by the CODM.(2) “All other” consists of assets that are not reviewed by the CODM at a segment level: cash and cash equivalents; accounts receivable; prepaid expenses

and other current assets; property, equipment and leasehold improvements, net; operating lease right-of-use assets; other long-term assets; trademarks,net; other intangible assets, net; and goodwill.

(1)

(2)

(1)

(2)

109

Table of Contents

Entity-Wide Information

The information below summarizes net sales by geographic area:

Fiscal Years Ended September 30,2021 2020 2019

(dollars in thousands)United States $ 958,933 $ 803,368 $ 647,703 Germany 228,669 194,535 173,872 All Other 794,804 527,357 474,635 Total $ 1,982,406 $ 1,525,260 $ 1,296,210

Net sales are attributed based on the location where the sale originates.

The information below summarizes right-of-use assets and property, equipment and leasehold improvements, net by geographic area:

September 30,2021 2020

(dollars in thousands)United States $ 157,187 $ 123,901 All Other 72,604 33,288 Total $ 229,791 $ 157,189

Major Customers

During fiscal year 2021, two customers in the Americas segment accounted for 14% and 10% of Net Sales and for 20% and 13% of accounts receivable.During fiscal year 2020, two customers in the Americas segment accounted for 16% and 11% of Net Sales and for 19% and 8% of accounts receivable. Duringfiscal year 2019, two customers in the Americas segment accounted for 14% and 13% of Net Sales and for 11% and 4% of accounts receivable.

16. Equity

In connection with the Reorganization Transaction, the Company’s Certificate of Incorporation was amended and restated to, among other things, providefor the (i) authorization of 3,000,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 1,500,000,000 shares of ClassB common stock with a par value of $0.00001 per share; and (iii) authorization of 1,500,000,000 shares of preferred stock with a par value of $0.0001 per share.

Holders of Class A and Class B common stock are entitled to one vote per share. Except as otherwise required in the Certificate of Incorporation or byapplicable law, the holders of Class A common stock and Class B common stock shall vote together as a single class on all matters on which stockholders aregenerally entitled to vote. Holders of the Class A common stock are entitled to receive dividends, and upon the Company’s dissolution or liquidation, afterpayment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares ofClass A common stock will be entitled to receive the Company’s pro rata remaining assets available for distribution. Holders of Weber’s Class B common stockare not entitled to receive dividends and will not be entitled to receive any distributions upon dissolution or liquidation of Weber. Holders of Class A and Class Bcommon stock do not have preemptive or subscription rights. As of September 30, 2021, no preferred stock was outstanding.

The Company is required to, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock outstanding and thenumber of LLC Units owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the pre-IPO LLCmembers and the number of LLC Units owned by the pre-IPO LLC members. Under the Amended LLC Agreement, all current and future holders of LLC Units,including the Pre-IPO LLC Members, have the right to require Weber HoldCo LLC to redeem all or a portion of their LLC Units, along with a correspondingnumber of shares of Class B common stock, for, at Weber Inc.’s election, newly issued shares of Class A common stock on a one-for-one basis or a cash paymentequal to the volume weighted average market price of one share of our Class A common stock for each LLC Unit redeemed (subject to customary adjustments,including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Amended LLC Agreement. All Class B common stock that istransferred shall be automatically retired and cancelled and shall no longer be outstanding.

110

Table of Contents

Weber Inc. and the Pre-IPO LLC Members entered into a stockholders agreement, which, among other things, provided that, for so long as the Pre-IPOLLC Members beneficially hold at least 10% of the aggregate number of outstanding shares of Weber Inc.’s common stock, approval by the Pre-IPO LLCMembers will be required for certain corporate actions.

17. Earnings (Loss) Per Share

Basic earnings per share of Class A common stock is computed by dividing net income (loss) attributable to Weber Inc. for the period subsequent to theIPO by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings (loss) per share of Class A commonstock is computed by dividing net income (loss) attributable to Weber Inc. for the period subsequent to the IPO by the weighted-average number of shares of ClassA common stock adjusted to give effect to potentially dilutive securities. Diluted loss per share for the period subsequent to the IPO is the same as basic loss pershare as the inclusion of potentially dilutive shares would be antidilutive.

Prior to the IPO, the Weber-Stephen Products LLC structure included only LLC common units issued and outstanding to pre-IPO LLC members. TheCompany analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to theusers of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on August 5, 2021.Thus, the basic and diluted earnings (loss) per share represent only the period from August 5, 2021 to September 30, 2021.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows:Fiscal Year Ended September 30,

2021(in thousands, except shares and

per share data)Numerator:Net income $ 5,549 Less: Net income attributable to Weber Inc. prior to the IPO 54,527 Less: Net loss attributable to non-controlling interests subsequent to the IPO (42,177)Net loss attributable to Weber Inc. $ (6,801)Denominator:Weighted average shares of Class A common stock outstanding - basic 51,788,320 Add: Effect of dilutive securities — Weighted average shares of Class A common stock outstanding - dilutive 51,788,320 Loss per share of Class A common stock outstanding - basic and diluted $ (0.13)

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect ofincluding such potentially dilutive shares would have been antidilutive.

Fiscal Year Ended September 30, 2021Profits interest awards 5,408,655 Class B common stock 235,390,287 Director RSUs 5,787

Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of ClassB common stock under the two-class method has not been presented. Shares of Class B common stock are, however, considered potentially dilutive shares of ClassA common stock. After evaluating the potential dilutive effect using the if-converted method, shares of Class B common stock were determined to be anti-dilutiveand have therefore been excluded from the computation of diluted earnings per share of Class A common stock.

111

Table of Contents

18. Member Notes

During the fiscal years ended September 30, 2021, 2020 and 2019, certain employees of the Company purchased Weber-Stephen Products LLC commonunits in exchange for a capital contribution of $14.7 million, $0.5 million and $1.0 million, respectively. In conjunction with the units purchased, the Companyentered into notes receivable with certain individuals during the fiscal years ended September 30, 2021, 2020 and 2019 with face values of $11.8 million, $0.4million and $0.5 million, respectively.

As of September 30, 2021 and 2020, $10.6 million and $7.3 million of the issued member notes receivable, respectively, limit the recourse provisions ofthe Company to 50% should the value of the common units not be sufficient to satisfy the repayment of the member notes. In accordance with ASC 718, thesemember notes are accounted for as nonrecourse in their entirety as the limited recourse provisions of the member notes are not aligned with a correspondingpercentage of the underlying common units. Therefore, the member notes are accounted for as if they were a stock option grant and no receivable for amounts dueunder the notes are recorded on the Company’s consolidated balance sheet. As there is no requisite service period associated with the notes, unit-basedcompensation expense related to this award is being recognized upon issuance of the note based on the grant-date fair value of the award, which was determinedusing the Black-Scholes option-pricing model. Stock-based compensation recognized in relation to the notes amounted to $4.9 million, $0.1 million and $0.2million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively.

The Company received $9.1 million, zero and zero from certain borrowers of member notes to pay down the outstanding balance of partial recoursemember notes during the fiscal years ended September 30, 2021, 2020 and 2019, respectively. As partial recourse notes are not reflected in the consolidatedfinancial statements, the paydown of the partial recourse notes was accounted for as a capital contribution.

All member notes bear interest at 2% to 4% per annum, dependent upon the specific rate terms in the notes. Interest on member notes is compoundedannually. Interest on full recourse member notes is recognized in Interest income in the consolidated statements of income. Interest on partial recourse membernotes will be recognized in members’ equity as cash payments are made to the Company.

The total amount due from members on the notes receivable, including interest, was $11.3 million and $9.3 million as of September 30, 2021 and 2020,respectively. The notes receivable and the related accrued interest for full recourse notes of $0.7 million and $1.5 million as of September 30, 2021 and 2020,respectively, are reflected as reductions to equity (deficit) in the consolidated statements of equity (deficit). The notes receivable outstanding and the relatedaccrued interest for partial recourse notes are not reflected in the consolidated financial statements, as they are accounted for as nonrecourse in their entirety. Theywill be recognized in additional paid-in capital in the consolidated statements of equity (deficit) when cash payments on these notes receivable and related accruedinterest are made to the Company. See Note 20 for further details regarding settlement of these notes during the first quarter of fiscal year 2022.

Effective January 1, 2015, the individuals holding these member notes, along with other individuals, assigned their common units of the Company toWeber-Stephen Management Pool LLC (“MPLLC”). The sole purpose of MPLLC is to hold such common units. As a result of this transaction, the relativeownership interests in the Company held by those individuals did not change and the member notes remain as due to the Company. Common unit purchases duringthe fiscal years ended September 30, 2021, 2020 and 2019 were transacted through MPLLC.

19. Noncontrolling Interests

The noncontrolling interests balance represents the economic interests in Weber HoldCo LLC held by the Pre-IPO LLC Members. The following tablesummarizes the ownership of LLC Units in Weber HoldCo as of September 30, 2021:

LLC Units Ownership Percentage

LLC Units held by Weber Inc. 52,533,388 18 %Units held by Pre-IPO LLC Members 234,645,219 82 %Balance at end of period 287,178,607 100 %

_____________(1) The LLC Units held by Pre-IPO LLC Members includes 1,072,849 LLC Units issued in exchange for notes with limited recourse provisions. As described

in Note 18, limited recourse notes are accounted for as nonrecourse notes in their entirety. In connection with the IPO, Pre-IPO LLC Members were alsoissued one Class B common share for each LLC Unit owned prior to the IPO. For purposes of calculating the number of Class B common

(1)

112

Table of Contents

stock outstanding within the consolidated balance sheets and consolidated statements of equity (deficit), Class B common stock associated with limitedrecourse LLC Units were not considered to be issued and outstanding during the period. However, limited recourse LLC Units are included in theownership percentage table above as they are participating securities that are entitled to the same distribution rights as the other LLC units.

The noncontrolling interest holders have the right to exchange Paired Interests (LLC unit along with a share of Class B common stock) for Class Acommon stock. As such, future exchanges of Paired Interests by noncontrolling interest holders will result in a change in ownership and decrease or increase theamount recorded as noncontrolling interests and increase or decrease additional paid-in capital when Weber HoldCo LLC has positive or negative net assets,respectively. As of September 30, 2021, no Pre-IPO LLC members have exchanged any Paired Interests.

20. Subsequent Events

In October and November 2021, the Company received $10.2 million from certain borrowers for repayment of the outstanding balance, including accruedinterest, of partial recourse member notes and $0.8 million for repayment of the outstanding balance, including accrued interest, of full recourse member notes. Aspartial recourse notes are not reflected in the consolidated financial statements, the repayment of the partial recourse notes will be accounted for as an equityissuance of the 1,012,012 LLC units (along with an equal number of shares of Class B common stock). See Note 18 for details regarding partial recourse notes.

On November 3, 2021, (i) our Board of Directors declared a quarterly dividend of $0.04 per share of Class A common stock, payable December 17, 2021to holders of our Class A common stock of record on December 7, 2021 and (ii) Weber HoldCo LLC declared a distribution of $0.04 per LLC Unit, payableDecember 17, 2021 to holders of LLC Units as of that date. We will pay the dividend to holders of Class A common stock with the funds we receive from theWeber HoldCo LLC distribution as a holder of LLC Units.

113

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submitunder the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer andprincipal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this Annual Report on Form 10-K, our management, under the supervision and with the participation of ourprincipal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls andprocedures were effective at a reasonable assurance level as of September 30, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internalcontrol over financial reporting during the fiscal year ended September 30, 2021.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving theirobjectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Anycontrol system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that itsobjectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all controlissues and instances of fraud, if any, within the Company have been detected.

114

Item 9B. Other Information

As disclosed on a Form 8-K filed on November 18, 2021, on November 16, 2021, the Board appointed Michael G. Jacobs as the Company’s ChiefOperating Officer, effective November 18, 2021. As disclosed in the 8-K, the Board also appointed Troy J. Shay as the Chief Executive Officer of 1952 VenturesLLC, a newly created subsidiary of the Company designed to house new growth platforms for the Company that can accelerate innovation and brand extension,and the Company’s Chief Growth Officer, and Hans Jürgen-Herr as the Company’s President Emeritus and Executive Vice-President of Growth Projects, WeberEMEA, with each appointment effective December 1, 2021.

In connection with these appointments, on December 8, 2021 the Compensation Committee of the Board approved the following compensationarrangements for each of such Executive Officers with the salary change effective on the effective date of their appointments:

• Mr. Jacobs’ annual base salary is $475,000, and his target annual incentive under the Company’s Annual Incentive Plan will be 100% of his annual basesalary;

• Mr. Shay’s annual base salary is $600,000, and his target annual incentive under the Company’s Annual Incentive Plan will be 100% of his annual basesalary; and

• Mr. Herr’s annual base salary is $594,640 , and his target annual incentive under the Company’s Annual Incentive Plan will be 100% of his annual basesalary.

_____________(1) Mr. Herr's base salary is paid in Euros (“EUR”). For purposes of this table, his base salary has been converted from EUR to U.S. Dollars (“USD”) by

using the exchange rate of 1.132, which was in effect as of December 1, 2021.

(1)

115

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors — The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2022Annual Meeting of the Stockholders (the "2022 Proxy Statement"), which we expect to file with the SEC within 120 days after the end of our fiscal year endedSeptember 30, 2021.

IdentificationandMembersofAuditCommittee;AuditCommitteeFinancialExpert — The information required to be disclosed by this item isincorporated herein by reference to our “2022 Proxy Statement”, which we expect to file with the SEC within 120 days after the end of our fiscal year endedSeptember 30, 2021.

ExecutiveOfficersoftheRegistrant — Refer to “Information About our Executive Officers” under Item 1 of this Report.

CodeofEthicsforChiefExecutiveOfficer,ChiefFinancialOfficerandController — We have adopted a Code of Business Conduct and Ethics whichapplies to our chief executive officer, chief financial officer, corporate controller and all our other employees, and which can be found athttps://investors.weber.com. Any amendments or waivers to the Code of Business Conduct and Ethics applicable to our chief executive officer, chief financialofficer or corporate controller will be disclosed at https://investors.weber.com.

Item 11. Executive Compensation.

The information required to be disclosed by this item is incorporated herein by reference to our “2022 Proxy Statement”, which we expect to file with theSEC within 120 days after the end of our fiscal year ended September 30, 2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required to be disclosed by this item is incorporated herein by reference to our “2022 Proxy Statement”, which we expect to file with theSEC within 120 days after the end of our fiscal year ended September 30, 2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required to be disclosed by this item is incorporated herein by reference to our “2022 Proxy Statement”, which we expect to file with theSEC within 120 days after the end of our fiscal year ended September 30, 2021.

Item 14. Principal Accounting Fees and Services.

The information required to be disclosed by this item is incorporated herein by reference to our “2022 Proxy Statement”, which we expect to file with theSEC within 120 days after the end of our fiscal year ended September 30, 2021.

116

Part IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as a part of this report:

(1) Financial Statements — See Part II, Item 8. “Financial Statements and Supplementary Data” of this report.

(2) Financial Statement Schedules — All financial statement schedules are omitted because they are not applicable or the required information is shownin the financial statements or the notes thereto.

(3) Exhibits — The following is a list of exhibits filed or furnished as part of this report or incorporated by reference herein to exhibits previously filedwith the Securities and Exchange Commission.

Exhibit No. Description

3.1 Amended and Restated Certificate of Incorporation of Weber Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed onAugust 11, 2021)

3.2 Amended and Restated Bylaws of Weber Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 11, 2021)

4.1* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended

10.1* Fifth Amended and Restated Limited Liability Company Agreement of Weber-Stephen Products LLC

10.2 Registration Rights Agreement between Weber Inc. and the Pre-IPO LLC Members and Blocker equityholders (incorporated by reference to Exhibit10.2 to the Company’s Form 8-K filed on August 11, 2021)

10.3 Reorganization Agreement between Weber Inc., Weber-Stephen Products LLC and the parties named therein (incorporated by reference to Exhibit10.3 to the Company’s Form S-1 filed on July 27, 2021)

10.4 Tax Receivable Agreement between Weber Inc. and the Pre-IPO LLC Members (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-Kfiled on August 11, 2021)

10.5 Stockholders Agreement between Weber Inc. and the Pre-IPO LLC Members (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-Kfiled on August 11, 2021)

10.6† Weber Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 filed on August 9, 2021)

10.7† Weber Inc. Omnibus Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (for LTIP Replacement Awards) (incorporated byreference to Exhibit 10.7 to the Company’s Form S-1 filed on July 27, 2021)

10.8† Weber Inc. Omnibus Incentive Plan Restricted Stock Unit Award Agreement (for LTIP Replacement Awards) (incorporated by reference to Exhibit10.8 to the Company’s Form S-1 filed on July 27, 2021)

10.9† Weber Inc. Omnibus Incentive Plan Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.9 to the Company’sForm S-1 filed on July 27, 2021)

10.10† Weber Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 filed on August 9, 2021)

10.11†* Employment Agreement between Weber-Stephen Products LLC and Chris M. Scherzinger, dated as of July 9, 2021

10.12†* Employment Agreement between Weber-Stephen Products LLC and Troy J. Shay, dated as of July 26, 2021

10.13†* Employment Agreement between Weber-Stephen Products LLC and William J. Horton, dated as of July 22, 2021

10.14†* Employment Agreement between Weber-Stephen Products LLC and Michael G. Jacobs, dated as of July 26, 2021

10.15†* Employment Agreement between Weber-Stephen Products LLC and Mary A. Sagripanti, dated as of July 25,2021

10.16†* Employment Agreement between Weber-Stephen Products LLC and Beau Warren, dated as of December 9, 2021

10.17†* Employment Agreement between Weber-Stephen Nordic ApS and Dr. Steffen Hahn, dated as of September 23, 2019

117

10.18†* Addendum to Employment Agreement between Weber-Stephen Nordic ApS and Dr. Steffen Hahn, dated as of December 9, 2021

10.19† Service Contract between Weber-Stephen Deutschland GmbH and Hans-Jürgen Herr, dated as of December 9, 2010 (incorporated by reference toExhibit 10.16 to the Company’s Form S-1 filed on July 27, 2021)

10.20† Retention Bonus Agreement between Weber-Stephen Deutschland GmbH and Hans-Jürgen Herr, dated as of October 9, 2019 (incorporated byreference to Exhibit 10.17 to the Company’s Form S-1 filed on July 27, 2021)

10.21† Form of Weber-Stephen Management Pool LLC Profits Interest Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Form S-1filed on July 27, 2021)

10.22† Form of Weber-Stephen Management Pool LLC Common Unit Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1filed on July 27, 2021)

10.23† Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Form S-1 filed onJuly 27, 2021)

10.24 Amended and Restated Limited Liability Agreement of Weber HoldCo LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-Kfiled on August 11, 2021)

10.25 Credit Agreement among Weber-Stephen Products LLC, Weber-Stephen Products Belgium BV, Bank of America, N.A., as administrative agent, andthe lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on July 27, 2021)

10.26 First Amendment to Credit Agreement among Weber-Stephen Products LLC, Weber- Stephen Products Belgium BV, Bank of America, N.A., asadministrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.23 to the Company’s Form S-1 filed on July 27, 2021)

10.27* Second Amendment to Credit Agreement among Weber-Stephen Products LLC, Weber- Stephen Products Belgium BV, Bank of America, N.A., asadministrative agent, and the lenders party thereto, dated as of August 13, 2021.

10.28† Weber Inc. Form of Restricted Stock Unit Award Agreement (For Employees) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-Kfiled on October 19, 2021)

10.29† Weber Inc. Form of Non-Qualified Stock Option Award Agreement (For Employees) (incorporated by reference to Exhibit 10.2 to the Company’sForm 8-K filed on October 19, 2021)

21* Subsidiaries of Weber Inc.

23.1* Consent of Ernst & Young LLP

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101* The following financial statements from Weber Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with theSecurities and Exchange Commission on December 14, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) theConsolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) theConsolidated Statements of Cash Flows, (v) the Consolidated Statements Equity (Deficit), and (vi) the Notes to Consolidated Financial Statements.

104 The cover page from Weber Inc.’s Annual Report on Form 10-K for the period ended September 30, 2021 formatted in iXBRL (Inline eXtensibleBusiness Reporting Language) and contained in Exhibit 101.

* Filed or furnished herewith.† Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

Not applicable.

118

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.

Weber Inc.

By: /s/ Chris M. ScherzingerChris M. Scherzinger

Chief Executive Officer(As Principal Executive Officer)

By: /s/ William J. HortonWilliam J. Horton

Chief Financial Officer(As Principal Financial Officer)

Date: December 14, 2021

119

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacitiesand on the dates indicated.

Signature Title Date

/s/ Chris M. Scherzinger Chief Executive Officer, Director (principal executive officer) December 14, 2021

Chris M. Scherzinger

/s/ William J. Horton Chief Financial Officer (principal financial officer) December 14, 2021

William J. Horton

/s/ Marla KilpatrickGlobal Controller,

Chief Accounting Officer (principal accounting officer)

December 14, 2021Marla Kilpatrick

/s/ Kelly D. Rainko Director, Chair of the Board December 14, 2021Kelly D. Rainko

/s/ Susan T. Congalton Director December 14, 2021Susan T. Congalton

/s/ Elliott Hill Director December 14, 2021Elliott Hill

/s/ Martin McCourt Director December 14, 2021Martin McCourt

/s/ Melinda R. Rich Director December 14, 2021Melinda R. Rich

/s/ James C. Stephen Director December 14, 2021James C. Stephen

/s/ Magesvaran Suranjan Director December 14, 2021Magesvaran Suranjan

Exhibit 4.1

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,As Amended

As of September 30, 2021, Weber Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”): our Class A common stock, par value $0.001 per share, or the “Class A common stock”.

For purposes of this description, references to “the Company,” “us,” “we” or “our” refer to Weber Inc. and not any of its subsidiaries.

Description of Weber Inc. Common Stock

The following is a summary of the material terms of our capital stock and the provisions of our Amended and Restated Certificate of Incorporation (our “certificateof incorporation”) and Amended and Restated Bylaws (our “bylaws”) and is subject to and qualified in its entirety by reference to the articles of incorporation andbylaws, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. It also summarizes somerelevant provisions of the Delaware General Business Corporation Law, which we refer to as “Delaware law” or “DGCL” and is subject to and qualified in itsentirety by reference to the DGCL. Since the terms of our articles of incorporation, bylaws, and Delaware law are more detailed than the general informationprovided below, you should only rely on the actual provisions of those documents and Delaware law.

Authorized Capital Stock

Our authorized capital stock consists of 6,000,000,000 shares of capital stock, consisting of 3,000,000,000 shares of Class A common stock, par value$0.001 per share, 1,500,000,000 shares of Class B common stock, par value $0.00001 per share, and 1,500,000,000 shares of preferred stock. Unless our board ofdirectors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Class A Common Stock

Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled tovote generally, including the election or removal of directors. The holders of our Class A common stock do not have cumulative voting rights in the election ofdirectors.

Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legallyavailable therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed bythe terms of any outstanding preferred stock.

Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferredstock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets availablefor distribution.

All shares of our Class A common stock that are outstanding are fully paid and non-assessable. The Class A common stock are not subject to further callsor assessments by us. The rights powers and privileges of our Class A common stock are subject to those of the holders of any shares of our preferred stock or anyother series or class of stock we may authorize and issue in the future.

AuthorizedbutUnissuedCapitalStock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which wouldapply so long as the shares of Class A common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% ofthe then outstanding voting power or the then-outstanding number of shares of Class A common stock (we believe the position of the NYSE is that the calculationin this latter case treats as outstanding shares of Class A common stock issuable upon redemption or exchange of outstanding LLC Units (“LLC Units”) of WeberHoldCo LLC (“Weber”) not held by the Company). These additional shares of Class A common stock may be used for a variety of corporate purposes, includingfuture public offerings, to raise additional capital or to facilitate acquisitions.

Our board of directors may generally issue shares of one or more series of preferred stock on terms designed to discourage, delay or prevent a change ofcontrol of the Company or the removal of our management.

120

#95258330v2

Moreover, our authorized but unissued shares of preferred stock will be available for future issuances in one or more series without stockholder approval and couldbe utilized for a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions and employee benefit plans.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares topersons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of amerger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities tosell their shares at prices higher than prevailing market prices.

Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in whichthe dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to bethe capital of the corporation by its board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par valueof all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not bepaid out of net profits if, after the payment of the dividend, remaining capital would be less than the capital represented by the outstanding stock of all classeshaving a preference upon the distribution of assets. Declaration and payment of any dividend will be subject to the discretion of our board of directors.

Stockholdermeetings

Our certificate of incorporation and our bylaws provide that annual stockholder meetings will be held at a date, time and place, if any, as exclusivelyselected by our board of directors. Our bylaws provide that special meetings of the stockholders may be called only by or at the direction of the board of directors,the Chair or Vice Chair of our board or the chief executive officer or, until the time that the requirement that the Pre-IPO LLC Members (as defined below) hold atleast a majority of the aggregate outstanding shares of our common stock (the “Majority Ownership Requirement”) is no longer met, at the request of holders of amajority of the total voting power of our outstanding shares of common stock, voting together as a single class. To the extent permitted under applicable law, wemay conduct meetings by remote communications, including by webcast.

Transferability,RedemptionandExchange

There are no limitations in the Amended and Restated LLC Agreement of Weber (the “Amended LLC Agreement”) on the number of LLC Units issuablein the future and we are not required to own a majority of LLC Units. Under the Amended LLC Agreement, the holders of LLC Units have the right (subject to theterms of the Amended LLC Agreement), to require Weber to redeem all or a portion of their LLC Units for, at our election, newly issued shares of Class Acommon stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of our Class A common stock for eachLLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of theAmended LLC Agreement. Additionally, in the event of a redemption request by a holder of LLC Units, we may, at our option, effect a direct exchange of cash orClass A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a one-for-one basis if we, following aredemption request of a holder of LLC Units, redeem or exchange LLC Units of such holder of LLC Units pursuant to the terms of the Amended LLC Agreement.

Except for transfers to us pursuant to the Amended LLC Agreement or to certain permitted transferees, the holders of LLC Units are not permitted to sell,transfer or otherwise dispose of any LLC Units or shares of Class B common stock.

OtherProvisions

Neither the Class A common stock nor the Class B common stock has any preemptive or other subscription rights.

There are no redemption or sinking fund provisions applicable to the Class A common stock or Class B common stock. Further, our StockholdersAgreement provides that, for so long as owners of LLC Units of Weber-Stephen Products LLC prior to our initial public offering (“Pre-IPO LLC Members”)beneficially hold at least 10% of the aggregate number of outstanding shares of our common stock (the “Substantial Ownership Requirement”),

#95258330v2

any redemption, repurchase or other acquisition of ownership interests (other than in connection with terms of equity compensation plans, subject to certainspecified exceptions) must be approved by the Pre-IPO LLC Members.

At such time when no LLC Units remain redeemable or exchangeable for shares of our Class A common stock, our Class B common stock will becancelled.

Certain Certificate of Incorporation, Bylaws and Statutory Provisions

Pursuant to our certificate of incorporation, we waive, on behalf of ourselves and our subsidiaries, to the maximum extent permitted by law, theapplication of the doctrine of corporate opportunity or any other analogous doctrine, with respect to the Pre-IPO LLC Members and our directors who are notemployed by us or our subsidiaries, and their respective affiliates. Our certificate of incorporation provides that, to the fullest extent permitted by law, none of BDTCapital Partners, LLC or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers inboth his director and officer capacities) or his or her affiliates has any duty (i) to refrain from engaging in a corporate opportunity in the same or similar lines ofbusiness in which we or our affiliates now engage or propose to engage, (ii) present such opportunity to us before otherwise engaging in it or offering it to anotherentity, unless such opportunity was offered to any of our directors in his or her capacity as our director, or (iii) refrain otherwise competing, directly or indirectly,with us or our subsidiaries.

Anti-TakeoverEffectsofourCertificateofIncorporation,StockholdersAgreementandBylaws

Our certificate of incorporation and bylaws contains certain provisions that are intended to enhance the likelihood of continuity and stability in thecomposition of our board of directors and that may have the effect of delaying, deferring or preventing a future takeover or change in control of our companyunless such takeover or change in control is approved by our board of directors. These provisions include:

Nocumulativevoting.Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizescumulative voting. Our certificate of incorporation does not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the sharesof our common stock entitled to vote generally in the election of directors will be able to elect all our directors.

Electionandremovalofdirectors. Our certificate of incorporation provides that our board shall consist of not less than five nor more than 13 directors.Our certificate of incorporation also provides that, subject to the rights granted to one or more series of preferred stock then outstanding, any vacancies on ourboard may be nominated by the Chair and will be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum. OurStockholders Agreement provides that, until the Majority Ownership Requirement is no longer met, the Pre-IPO LLC Members may designate a majority of thenominees for election to our board of directors, including the nominee for election to serve as Chair to our board of directors. If Pre-IPO LLC Membersbeneficially own less than 50% of the aggregate number of outstanding shares of our common stock, such designation rights will be proportionately reduced—forexample, if the size of our board of directors is nine members, Pre-IPO LLC Members may designate: four nominees, if they beneficially own between 40% and50% of the aggregate number of outstanding shares of our common stock; three nominees, if they beneficially own between 30% and 40% of the aggregate numberof outstanding shares of our common stock; two nominees, if they beneficially own between 20% and 30% of the aggregate number of outstanding shares of ourcommon stock; and one nominee, if they beneficially own between 10% and 20% of the aggregate number of outstanding shares of our common stock.

In addition, our certificate of incorporation provides that our board of directors are divided into three classes of directors, with each class as equal innumber as possible, serving staggered three-year terms. Following the time when the Majority Ownership Requirement is no longer met, and subject to obtainingany required stockholder votes, directors may only be removed for cause and by the affirmative vote of holders of 75% of the total voting power of our outstandingshares of common stock, voting together as a single class. This requirement of a super-majority vote to remove directors for cause could enable a minority of ourstockholders to exercise veto power over any such removal. Prior to such time, directors may be removed with or without cause by the affirmative vote of theholders of a majority of the total voting power of our outstanding shares of common stock.

Actionbywrittenconsent;specialmeetingsofstockholders. Our certificate of incorporation provides that, following the time that the Majority OwnershipRequirement is no longer met, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieuof a meeting. Our certificate of incorporation and bylaws also provide that, subject to any special rights of the holders as required by law, special meetings of thestockholders can only be called by or at the direction of the board of directors, the Chair

#95258330v2

or Vice Chair of our board or the chief executive officer or, until the time that the Majority Ownership Requirement is no longer met, at the request of holders of amajority of the total voting power of our outstanding shares of common stock, voting together as a single class. Except as described above, stockholders are notpermitted to call a special meeting or to require the board of directors to call a special meeting.

Advancenoticeprocedures. Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of ourstockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting will only be able to considerproposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder whowas a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, inproper form, of the stockholder’s intention to bring that business before the meeting. Although the bylaws do not give our board of directors the power to approveor disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the bylaws may have theeffect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer fromconducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our company.

Super-majorityapprovalrequirements. The DGCL generally provides that the affirmative vote of the holders of a majority of the total voting power ofthe shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless either a corporation’s certificate ofincorporation or bylaws require a greater percentage. Our Stockholders Agreement provides that, until the Substantial Ownership Requirement is no longer met,any amendment to our certificate of incorporation or bylaws must be approved by the Pre-IPO LLC Members. Our certificate of incorporation and bylaws providethat, following the time that the Majority Ownership Requirement is no longer met, the affirmative vote of holders of 75% of the total voting power of ouroutstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specifiedprovisions, including those relating to actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors,business combinations and amendment of our certificate of incorporation and bylaws. This requirement of a super-majority vote to approve amendments to ourcertificate of incorporation and bylaws could enable a minority of our stockholders to exercise veto power over any such amendments.

Authorizedbutunissuedshares. The authorized but unissued shares of common stock and preferred stock are available for future issuance withoutstockholder approval, subject to any limitations imposed by the listing rules of the NYSE. The existence of authorized but unissued and unreserved common stockand preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Businesscombinationswithinterestedstockholders. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engagingin a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock for a period of three years following thedate the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became aninterested stockholder is approved in a prescribed manner. We have expressly elected not to be governed by the “business combination” provisions of Section 203of the DGCL, until after the Majority Ownership Requirement is no longer met. At that time, such election shall be automatically withdrawn and we will thereafterbe governed by the “business combination” provisions of Section 203 of the DGCL. Further, our Stockholders Agreement provides that, until the MajorityOwnership Requirement is no longer met, any business combination resulting in a merger, consolidation or sale of all, or substantially all, of our assets must beapproved by the Pre-IPO LLC Members.

Exclusiveforumprovision. Our certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceedingbrought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders to us or our stockholders,(iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our certificate of incorporation or our bylaws or (iv) any actionasserting a claim against us governed by the internal affairs doctrine will have to be brought in a state court located within the state of Delaware (or if no state courtof the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction overthe indispensable parties named as defendants. Additionally, our certificate of incorporation states that the foregoing provision does not apply to claims arisingunder the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Unlesswe

#95258330v2

consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolutionof any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provisions may limit a stockholder’s ability to bring a claim in ajudicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to suchclaims.

Directors’ Liability; Indemnification of Directors and Officers

Our certificate of incorporation limits the liability of our directors to the fullest extent permitted by the DGCL and provides that we will provide themwith customary indemnification. We entered into customary indemnification agreements with each of our executive officers and directors that provide them, ingeneral, with customary indemnification in connection with their service to us or on our behalf.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is American Stock Transfer and Trust Company, LLC.

Securities Exchange

Our Class A common stock is listed on the NYSE under the symbol “WEBR.”

Exhibit 10.1

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

WEBER-STEPHEN PRODUCTS LLC

August 9, 2021

This Fifth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Weber-Stephen Products LLC, a Delaware limitedliability company, is entered into by WSP IntermediateCo, LLC, a Delaware limited liability company (the “Sole Member”), as the sole member (the SoleMember and any other person who, at such time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement,being a “Member”).

RECITALS

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act (6 Del.C. §18-101, etseq.), as amended from time to time (the“Act”), pursuant to a Certificate of Formation, filed with the Secretary of State of the State of Delaware on November 18, 2010, and was initially governed by thatcertain Limited Liability Company Agreement, dated as of November 18, 2010 (the “Original Agreement”); and

WHEREAS, the Company and certain members previously entered into (i) on December 10, 2010 that certain Amended and Restated Limited LiabilityCompany Agreement (the “First Amended and Restated Agreement”), pursuant to which the parties thereto amended and restated the Original Agreement to setforth the rights and obligations of the members, to provide for the Company’s management and to provide for certain other matters, all as more particularly setforth therein, (ii) on October 1, 2011, that certain Second Amended and Restated Limited Liability Company Agreement (the “Second Amended and RestatedAgreement”), pursuant to which the parties thereto amended and restated the First Amended and Restated Agreement to set forth the rights and obligations of themembers, to provide for the Company’s management and to provide for certain other matters, all as more particularly set forth therein, (iii) on December 31, 2016,that certain Third Amended and Restated Limited Liability Company Agreement (the “Third Amended and Restated Agreement”), pursuant to which the partiesthereto amended and restated the Second Amended and Restated Agreement to set forth the rights and obligations of the members, to provide for the Company’smanagement and to provide for certain other matters, all as more particularly set forth therein and (iv) on April 23, 2018, that certain Fourth Amended and RestatedLimited Liability Company Agreement (the “Existing Agreement”), pursuant to which the parties thereto amended and restated the Third Amended and RestatedAgreement to set forth the rights and obligations of the members, to provide for the Company’s management and to provide for certain other matters, all as moreparticularly set forth therein.

AGREEMENT

The Member hereby amends and restates the Existing Agreement in its entirety as follows:

1. Name. The name of the limited liability company is Weber-Stephen Products LLC (the “Company”).

2. FilingofCertificates. The Company was formed as a limited liability company pursuant to and in accordance with the Act, upon execution andfiling with the Secretary of State of Delaware the Certificate of Formation of the Company on November 18, 2010. The Member shall execute, deliver and file, orcause the execution, delivery and filing of, any other certificates, notices or documents required or permitted by law for the Company to qualify to do business inany jurisdiction in which the Company may wish to conduct business.

3. Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under theAct.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all thepowers now or hereafter conferred by Delaware law on limited liability companies formed under the Act. The Company shall have the power to do any and all actsnecessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company, and shall have, without limitation, any andall of the powers that may be exercised on behalf of the Company by the Member.

5. PrincipalBusinessOffice.The principal business office of the Company shall be located at such location as may hereafter be determined by theMember.

#95258330v2

6. RegisteredOffice;RegisteredAgent. The address of the registered office and the name and address of the registered agent of the Company in theState of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware19801.

7. Member. The name and the mailing address of the Member is as follows:

Name AddressWSP IntermediateCo, LLC 1415 South Roselle Road,

Palatine, Illinois 60067

8. LimitedLiability. Except as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort orotherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation orliability of the Company solely by reason of being a member of the Company.

9. CapitalContributions. The Member is deemed admitted as the member of the Company upon its execution and delivery of this Agreement. TheMember may, but is not obligated to make any capital contribution to the Company.

10. AllocationofProfitsandLosses.The Company’s profits and losses shall be allocated solely to the Member.11. Distributions. Subject to the limitations of Section 18607 of the Act and any other applicable law, distributions shall be made to the Member at

the times and in the aggregate amounts determined by the Member.12. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall

have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutoryor otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

13. Officers.The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company anddesignate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) toany such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware GeneralCorporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with thatoffice. Any delegation pursuant to this Section 13 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member.

14. ExculpationandIndemnification.a. To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful

misconduct, no Member or Officer shall be liable to the Company or any other Member for any loss, damage or claim incurred by reason of any act oromission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within thescope of the authority conferred on such Member or Officer by this Agreement.

b. Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of suchperson) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Member or Officer, shall be indemnified and heldharmless by the Company to the fullest extent permitted by the laws of the State of Delaware for directors and officers of corporations organized underthe laws of the State of Delaware. Any indemnity under this Section 14 shall be provided out of and to the extent of Company assets only, and no Membershall have personal liability on account thereof.15. Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member

transfers all of its interest in the Company pursuant to this Section 15, the transferee shall be admitted to the Company upon its execution of an instrumentsignifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer,and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

16. Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this Section 16, an additional Membershall be admitted to the Company, subject to Section 17 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms andconditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, theresigning Member shall cease to be a member of the Company.

17. AdmissionofAdditionalMembers.One or more additional members of the Company may be admitted to the Company with the written consentof the Member.

2

18. Dissolution.a. The Company shall dissolve and its affairs shall be wound up upon the first to occur of: the written consent of the Member or the entry

of a decree of judicial dissolution under Section 18-802 of the Act.b. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of

the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, andin the order of priority, set forth in Section 18-804 of the Act.19. SeparabilityofProvisions.If any provision of this Agreement or the application thereof is held by a court of competent jurisdiction or other

authority to be invalid, void or unenforceable to any extent, the remainder of this Agreement and the application of such provisions shall remain in full force andeffect and shall in no way be affected, impaired or invalidated.

20. EntireAgreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.21. GoverningLaw.This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws

principles).22. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and

delivered by the Member.23. SoleBenefitofMember. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by

applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of thisAgreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

24. Effectiveness. This Agreement shall become effective when the Member shall have executed and delivered the Agreement to the Company.[Theremainderofthispageisintentionallyleftblank]

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

WSP INTERMEDIATECO, LLC

By: Weber HoldCo LLC, itssolemember

By: /s/ Philip ZadeikName: Philip ZadeikTitle: General Counsel & Secretary

Exhibit 10.11

Weber-Stephen Products LLC

July 9, 2021

Chris Scherzinger[ADDRESS]

Dear Chris:

1. This letter agreement (this “Agreement”), which amends and restates the letter agreement between you and Weber-Stephen Products LLC, a Delaware limited liability company (the “Company”), dated as of April 12, 2018 and amended on March15, 2019 (collectively, the “Prior Agreement”), sets forth the key terms of your continued employment with the Company followingthe closing of the initial public offering (the “IPO Closing Date”) of Weber Inc., a Delaware corporation that is being formed to bethe controlling owner of the Company (“PubCo”) and will govern your employment with the Company following the IPO ClosingDate:

Term: The term of this Agreement will be for the period commencing upon the IPO Closing Date andending on April 22, 2024; provided, however, that the term will be extended for successive one-year periods, unless written notice of nonrenewal is given by either you or the Company at leastninety (90) days prior to any such extension (such initial term, together with any such extensionperiods, the “Term”).

Position: Chief Executive Officer of the Company and PubCo. You will also be nominated to serve as amember of the Board of Directors of PubCo (the “Board”).

Reporting: You will report directly to the Board.Commitment: You will be required to devote all of your business time to the business and affairs of the

Company, PubCo and their respective subsidiaries (collectively, the “Company Group”) and tothe promotion of their interests. Notwithstanding the foregoing, you may engage in otheractivities, such as personal investments and civic and charitable activities, so long as: (i) suchactivities do not interfere with your duties and obligations hereunder and (ii) such activities aredisclosed in advance to the Board. In addition, you shall be permitted to serve as a director onany other company’s board of directors subject to the prior consent of the Board (which may beprovided in its sole discretion).

[SignaturePageforWeber-StephenProductsLLCFifthA&RLLCAgreement]

July 9, 2021Page 2

Weber-Stephen Products LLC

Base Salary: During the Term, your base salary will be $925,000 per year and will be payable in accordancewith the Company’s normal payroll practices, less the applicable taxes and elective withholdings.Your base salary will be pro-rated for any partial years of employment. Your base salary may beincreased, but not decreased, as determined by the Board or the Compensation Committee of theBoard (the “Compensation Committee”).

Incentive Bonus Eligibility: During the Term, you will be eligible for an annual cash bonus based on such bonus program asmay be established by the Company or PubCo from time to time (the “Bonus Plan”) at the samelevel as other senior executives of the Company. Under the Bonus Plan, your initial target bonuswill be 100% of your base salary, which will be periodically reviewed by the CompensationCommittee and may be increased (but not decreased) from time to time (“Target Bonus”). Theactual amount of any bonus under the Bonus Plan shall be determined based on the achievement ofperformance criteria established by the Compensation Committee and shall be paid in accordancewith the Bonus Plan.

Except as otherwise provided herein, you will be entitled to receive any earned bonus under theBonus Plan for a fiscal year of the Company if you are employed on the last day of the fiscal year.Any amounts payable under the Bonus Plan for a fiscal year are intended to constitute a short-termdeferral for purposes of Section 409A of the Internal Revenue Code (the “Code”), and will be paidto you in a lump sum of cash no later than March 15 of the calendar year following the calendaryear in which the applicable fiscal year ends.

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of the Weber Inc.Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto). Long-termincentive awards will be granted at the discretion of the Compensation Committee. Youroutstanding profits units and common units in the Company (as replaced by profits units andcommon units in Weber Holdco LLC) shall remain outstanding and subject to their terms andconditions (collectively, your "Prior Equity Interests").

July 9, 2021Page 3

Weber-Stephen Products LLC

Benefits: During your employment with the Company, you will be eligible for the Company’s then currentemployee health and welfare benefits programs, retirement programs, and other fringe benefits andperquisites maintained by the Company, to the extent consistent with applicable law and the termsof the applicable plans and programs, which may include certain plans and programs available tosimilarly situated executives of the Company, including the executive physical program andexecutive life insurance policies, or otherwise applicable to your position from time to time, subjectto all plan terms and eligibility requirements. The benefit plans and programs for which you may beeligible are more fully described in the applicable plan summaries and related documents. TheCompany retains all rights to amend or terminate any such benefit plans and programs, subject tothe terms of such employee benefit plans and programs and applicable law, and nothing containedherein shall obligate the Company to continue any benefit plans or programs in the future.You will be eligible for up to 6 weeks’ vacation, to be accrued in accordance with the Company’svacation accrual policy.To the extent not already provided under the Company’s standard employee benefit plans andprovided such policy is available at standard insurance rates, the Company will purchase for yourbenefit a term life insurance policy with a death benefit equal to one-times your base salary.

Within 30 days of the IPO Closing Date, the Company shall reimburse you for your reasonableattorneys’ fees and expenses related to the drafting and negotiation of this Agreement in an amountnot to exceed twenty-five thousand dollars ($25,000.00).

During the Term, you shall be permitted to maintain your home in the state of Florida.

Business Expenses: During the Term, the Company will reimburse you for reasonable business expenses, includingtravel, personal security, entertainment, and other expenses (including a mobile phone and dataservice) incurred by you in the furtherance of the performance of your duties hereunder, inaccordance with the Company’s expense reimbursement policy as in effect from time to time.

July 9, 2021Page 4

Weber-Stephen Products LLC

Termination: (a) Upon your termination of employment for any reason, the Company shall pay to you (i)your base salary earned through the date of such termination, (ii) amounts for accrued but unusedvacation days in the year of termination, (iii) any earned but unpaid bonus for any priorcompleted fiscal year, payable when such payments would otherwise be paid and (iv) anyunreimbursed business expenses in accordance with the Company’s reimbursement policy, notlater than thirty (30) business days after the customary documentation regarding such expenseshas been received and only to the extent that such expenses are submitted within one year of yourtermination (collectively, “Accrued Amounts”).

(b) In the event your employment is terminated during the Term by the Company without Cause(as defined below) or by you for Good Reason (as defined below) or the Company decides not torenew this Agreement, in addition to the Accrued Amounts, you will be entitled to receive (i)salary continuation for a period of 24 months, payable in accordance with the Company’s normalpayroll cycle, (ii) a lump sum payment equal to your Target Bonus pro-rated based on the numberof days elapsed from the beginning of the applicable fiscal year until your date of termination, lessthe sum of any other payments from the Company under any other agreement, plan, program orpolicy in the nature of severance in respect of such termination, payable on or after the date ofsuch termination and (iii) continued participation in the Company’s group health plan at activeemployee rates for a period of 12 months following the date of termination.Notwithstanding the foregoing, if such termination is within 24 months following a Change inControl (as defined in the Omnibus Plan), your severance will instead be (i) a lump sum paymentequal to the sum of (i) two years of your base salary on the date of the Change in Control, (ii)100% of the greater of (x) the annual bonus you earned under the Bonus Plan for the fiscal yearprior to the fiscal year of your termination and (y) your Target Bonus, (iii) continued participationin the Company’s group health plan at active employee rates for a period of 12 months followingthe date of termination and (iv) full vesting of any equity awards then held by you (provided thatany performance-based equity awards then held by you will vest at “target” level).(c) In the event that your employment is terminated for Cause, other than the amounts specifiedin subsection (a) above, you will not be entitled to receive any payments under this Agreement.

July 9, 2021Page 5

Weber-Stephen Products LLC

(d) Payment of any amounts pursuant to subsection (b) above is expressly conditioned upon your (i)execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit A(the “Release”), within fifty (50) days of your termination, and the Release becoming effective upon theexpiration of the revocation period (which is 7 days after the Release is executed and returned to theCompany) and (ii) continued compliance with this Agreement and the Covenant Agreement. If anexecuted Release is not returned to the Company within fifty (50) days of termination or the Release isrevoked by you, the Company shall be relieved of all obligations to pay you severance under thisAgreement. The payment described in subsection (b)(ii) will be made on the sixtieth (60th) dayfollowing your termination of employment. Any payments described in subsection (b)(i) that would havebeen paid from the termination date through the sixtieth (60 ) day following your termination ofemployment will be paid in a lump sum on the sixtieth (60 ) day following your termination and theremaining installments will commence as of the next payroll period following the sixtieth (60 ) dayfollowing your termination of employment. Notwithstanding the foregoing, if such sixty (60) day periodspans two calendar years, then the foregoing payments shall not commence until the second calendaryear. All severance payments shall be subject to legally required tax withholdings and any electivewithholdings.

(e) For purposes of this Agreement:

th

th

th

July 9, 2021Page 6

Weber-Stephen Products LLC

“Cause” shall be defined as (i) the commission of a felony or any other crime that is injurious to thebusiness or reputation of any member of the Company Group; (ii) the commission of an act whichviolates any member of the Company Group’s policies on discrimination, harassment, and conflicts ofinterest, or repeated violation of any other material employment policy; (iii) the commission of any actor omission involving dishonesty, disloyalty or fraud with respect to any member of the CompanyGroup or any of its customers or suppliers; (iv) conduct intentionally disparaging any member of theCompany Group or tending to bring any member of the Company Group into substantial public disgraceor disrepute; (v) repeated failure to substantially perform your duties for any member of the CompanyGroup as reasonably directed by the Board; or (vi) gross negligence or willful misconduct with respectto any member of the Company Group, provided, however, that prior to terminating your employmentfor Cause under any of the events set forth in clauses (ii) through (vi) above, the Company shall provideyou written notice thereof and if the Board in its reasonable discretion determines that such actions orconduct are curable by you, then you will be given a reasonable period (as determined by the Board) tocure any such conduct or actions. To the extent you fail to cure following such notice and opportunity tocure, if an event or action is curable, then no further notice of your termination will be required.

“Good Reason” shall be defined as (i) reduction, without your consent, of your base salary, unlesssubstantially all similarly situated executives also have a similar reduction in their base salary that is notreplaced by other compensation; (ii) reduction, without your consent, of your Target Bonus or reduction,without your consent, of your maximum bonus opportunity to below 2x (or 200%) of the Target Bonus;(iii) geographic reassignment of your principal location of employment by more than fifty (50) milesfrom the Company’s headquarters in Palatine, Illinois; (iv) a material reduction in your title, position,job duties or responsibilities, other than insubstantial or inadvertent actions not taken in bad faith whichare remedied by the Company promptly after receipt of notice thereof from you; (v) your being requiredto report to anyone other than the Board; or (vi) a material breach of the Company of its obligationsunder this Agreement. Good Reason shall not exist, unless (a) you provide written notice of such breachwithin thirty (30) days after the event giving rise to Good Reason, (b) the Company does not cure orgives you written notice of its intent not to cure within thirty (30) days after receiving your writtennotice, and (c) you terminate your employment within sixty (60) days after your written notice and if theCompany fails to cure within the thirty (30) day cure period.

July 9, 2021Page 7

Weber-Stephen Products LLC

Resignation: Effective as of the date of your termination of employment, unless otherwise requested by theCompany in writing, you will, automatically and without further action on your part or any otherperson or entity, resign from all offices, boards of directors (or similar governing bodies) andcommittees of each member of the Company Group. You agree that you will, at the request of theCompany, execute and deliver such documentation as may be required to effect such resignations,and authorize any member of the Company Group to file (or cause to be filed) suchdocumentation, as necessary, with any applicable governmental authority.

Cooperation: In consideration for the promises and payments by the Company pursuant to this Agreement, atthe request of the Company, for a one-year period following your termination of employment forany reason, you agree to cooperate to the fullest extent possible with respect to matters involvingany member of the Company Group about which you have or may have knowledge, includingany such matters which may arise before or after the Term; provided such cooperation shall notunreasonably interfere with any obligations you may have to your current employer at the time.The Company will reimburse you for any reasonable, properly documented out-of-pocketexpenses, including your travel expenses and attorneys’ fees, that you actually incur inconnection with such cooperation.

D&O Insurance: So long as you are an officer of the Company or PubCo, you will be covered by the Company’sor PubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with thecoverage received by other officers of the Company and/or PubCo, as applicable. The Companyand/or PubCo, as applicable, shall not amend or modify such insurance following the terminationof your service as an officer unless such amendment or termination affects all directors andofficers in the same manner.

July 9, 2021Page 8

Weber-Stephen Products LLC

Section 409A: All references in this Agreement to your termination of employment shall mean your separation fromservice within the meaning of Section 409A of the Code and Treasury regulations promulgatedthereunder. This Agreement is intended to comply with Section 409A of the Code or an exemptionthereunder and shall be construed and administered in accordance with Section 409A. Any paymentsunder this Agreement that may be excluded from Section 409A either as separation pay due to aninvoluntary separation from service or as a short-term deferral shall be excluded from Section 409Ato the maximum extent possible. In the event the terms of this Agreement would subject you to theimposition of taxes and penalties under Section 409A (“409A Penalties”), the Company and youshall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to theextent possible; provided that, for the avoidance of doubt, you shall be solely liable for any 409APenalties incurred by you. To the extent that any amounts payable in installments under thisAgreement are reasonably determined to be nonqualified deferred compensation within the meaningof Section 409A of the Code, then each such installment shall be treated as a right to receive a seriesof separate payments and, accordingly, each such installment payment shall at all times beconsidered a separate and distinct payment as permitted under Section 409A of the Code.

Notwithstanding any other provision in this Agreement, if as of the date on which your employmentterminates, you are a “specified employee” as determined by the Company, then with respect to anyamount payable or benefit provided under this Agreement or otherwise that the Company reasonablydetermines would be nonqualified deferred compensation within the meaning of Section 409A of theCode and that under the terms of this Agreement would be payable prior to the six-monthanniversary of your effective date of termination, then if required in order to avoid any penaltiesunder Section 409A of the Code, such payment or benefit shall be delayed until the earlier to occurof (a) the first payroll date following the six-month anniversary of such termination date and (b) thedate of your death.

With respect to any reimbursements under this Agreement, such reimbursement shall be made on orbefore the last day of your taxable year following the taxable year in which you incurred the expense.The amount of any expenses eligible for reimbursement or the amount of any in-kind benefitsprovided, as the case may be, under this Agreement during any calendar year shall not affect theamount of expenses eligible for reimbursement or the amount of any in-kind benefits providedduring any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to thisAgreement shall not be subject to liquidation or exchange for any other benefit.

You acknowledge and agree that notwithstanding any provision of this Agreement, the Company andits affiliates are not providing you with any tax advice with respect to Section 409A of the Code orotherwise and are not making any guarantees or other assurances of any kind to you with respect tothe tax consequences or treatment of any amounts paid or payable to you under this Agreement.

2. You acknowledge and agree that you will continue to be subject to the covenants set forth in the Covenant Agreementbetween you and the Company, dated April 12, 2018 (the “Covenant Agreement”). Notwithstanding any provision in thisAgreement, the Covenant Agreement or otherwise to the contrary, nothing in this Agreement, the Covenant Agreement or otherwiseprecludes or otherwise limits your ability to (A) communicate directly with and

July 9, 2021Page 9

Weber-Stephen Products LLC

provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to theSecurities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission(“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company, or(B) disclose information which is required to be disclosed by applicable law, regulation, or order or requirement (including withoutlimitation, by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) of courts,administrative agencies, the SEC, any Government Agency or self-regulatory organizations, provided that you provide the Companywith prior notice of the contemplated disclosure and cooperate with the Company in seeking a protective order or other appropriateprotection of such information. The Company may not retaliate against you for any of these activities.

3. You represent that your performance of all of the terms of this Agreement and the performance of the services for theCompany Group do not and will not breach or conflict with any agreement with a third party, including an agreement not to competeor to keep in confidence any proprietary information of another entity acquired by you in confidence or in trust prior to the date ofthis Agreement. You agree that you will not enter into any agreement that conflicts with this Agreement at any time prior to the IPOClosing Date or during the term of your employment with the Company.

4. If any dispute or controversy arises under or in connection with this Agreement, the Covenant Agreement, or youremployment by the Company and such dispute or controversy is not resolved within a commercially reasonable time not to exceedsixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutralarbitrator in Chicago, Illinois in accordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) then in effect, in accordance with this Section 4, except as otherwise prohibited by anynonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret andenforce this Agreement and the Covenant Agreement in accordance with their express terms, and otherwise in accordance with thegoverning law as set forth in Section 5. Judgment may be entered on the arbitration award in any court having jurisdiction, provided,however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to preventany continuation of any violation of the provisions of this Agreement and you hereby consent that such restraining order orinjunction may be granted without requiring the Company to post a bond. Unless the parties otherwise agree, only individuals whoare on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. The Company shall pay alladministrative fees, and the fees and expenses of the arbitrator, to the extent that such fees and expenses exceed the amount of anycourt filing fees that you would have incurred in order to file a claim in court. In the event action is brought pursuant to this Section4, the arbitrator shall be permitted to award fees and costs to the prevailing party, in accordance with applicable law, but shall nothave the power to award damages in excess of actual damages, including legal fees and expenses, and shall not multiply actualdamages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. If in the opinion of thearbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. BOTH YOU AND THECOMPANY EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL.

5. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, andotherwise in accordance with the substantive laws of the

July 9, 2021Page 10

Weber-Stephen Products LLC

State of Illinois, without reference to the principles of conflicts of law or choice of law of the State of Illinois, or any otherjurisdiction, and where applicable, the laws of the United States.

6. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain in full force and effect.

7. The terms of this Agreement and the Covenant Agreement are intended by the parties to be the final expression oftheir agreement with respect to your employment by the Company and supersede, effective as of the IPO Closing Date, all priorunderstandings and agreements with respect to your employment by the Company, whether written or oral, including the terms ofthe Prior Agreement, but not including, for the avoidance of doubt, the agreements relating to your Prior Equity Interests which shallremain in full force and effect in accordance with their terms. For the avoidance of doubt, if the IPO Closing Date does not occur,this Agreement will be void abinitio.

8. The parties intend that this Agreement shall constitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.

9. By signing this Agreement, you acknowledge that the terms of this Agreement are confidential and may not bedisclosed in any manner or form to any party, other than as required by applicable law, as necessary to enforce the terms of thisAgreement or to your spouse, attorney and/or tax advisor (if any), without the prior written approval of the Company. You furtheracknowledge that you will be bound by the terms and conditions contained in the Company’s employee handbook, as it may beamended from time to time to the extent not inconsistent with this Agreement and will, upon request of the Company, sign a copythereof from time to time.

10. The rights and benefits under this Agreement are personal to you and such rights and benefits shall not be subject toassignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to your estate or any of yourbeneficiaries upon your death. The Company may assign this Agreement to any affiliate or subsidiary at any time and shall requireany entity which at any time becomes a successor, whether by merger, purchase, or otherwise, or otherwise acquires all orsubstantially all of the assets, membership interests or business of the Company, to expressly assume this Agreement.

11. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all ofwhich together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

12. Your termination of employment for any reason shall not be considered a breach of this Agreement. The Company’stermination of your employment shall not be considered a breach of this Agreement. Nothing contained herein shall limit your or theCompany Group’s remedies, however, for breach of this Agreement, the Covenant Agreement or any other agreement between youand the Company Group, including the agreements relating to the Prior Equity Interests.

Signaturepagefollows.

July 9, 2021Page 11

Weber-Stephen Products LLC

Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding andacceptance of the terms set forth herein.

Sincerely,

WEBER-STEPHEN PRODUCTSLLC

By: /s/ William J. HortonName: William J. HortonPosition: Chief Financial Officer

Agreed to and Accepted:

/s/ Chris ScherzingerChris Scherzinger

Date: July 9, 2021

July 9, 2021Page 12

Weber-Stephen Products LLC

EXHIBIT A

[The language in this Release may change based on legal developments and evolving best practices; this form is provided as anexample of what will be included in the final Release document.]

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, Chris Scherzinger (“Executive”), forhimself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, trusts for his benefit and all otherpersons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Weber-Stephen Products LLC (the “Company”), Weber Inc. and their respective subsidiaries, parents, affiliates, related organizations, andequity holders, and their respective affiliates (including trustees and beneficiaries of trusts that are direct and indirect equity holders),employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”) from, anddoes fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have, or mightclaim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability, actions,charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, and anyaction arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal,state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981),the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor Relations Act,the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, theRehabilitation Act of 1973, the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the discrimination oremployment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and allclaims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Companyor the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things,that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights forcompensation, benefits, indemnification and any other surviving rights now existing under the Employment Letter between theCompany and Executive dated as of July 9, 2021 (the “Employment Letter”), the organizational documents of the Company orWeber-Stephen Management Pool LLC (“Management Pool”) or any other agreement providing for indemnification regardless ofwhen any claim is filed, (b) any claims or rights under directors and officers liability insurance, or (c) any claims or rights accruingto any Releaser in its capacity as an equityholder of the Company or Management Pool.

2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to theright to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s rightto any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims onExecutive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against theReleasees with any government agency or any court.

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and releaselanguage. If Executive violates this General Release by suing Releasees, other than as set forth in Section 1 hereof, Executive shallbe liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit.Executive represents and warrants that he has not assigned or transferred, in any manner, including by subrogation or operation oflaw, any portion of any claim, action, complaint, charge or suit encompassed by the releases set forth in this General Release.

4. Executive acknowledges and recites that:

(a) Executive has executed this General Release knowingly and voluntarily;

(b) Executive has read and understands this General Release in its entirety;

(c) Executive has been advised and directed orally and in writing (and this subsection (c) constitutes such writtendirection) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company,and Executive has had an opportunity to negotiate about the terms of this General Release;

(e) Executive has been given at least twenty-one (21) days to consider this General Release, and if executed priorto the expiration of the twenty-one (21) day period, such execution is knowing and voluntary; and

(f) The additional benefits and other promises that Executive is to receive under the Employment Letter aresufficient consideration for this General Release.

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois,except for the application of pre-emptive Federal law.

6. Any dispute or controversy arising under or in connection with this General Release shall be settled exclusively byarbitration in accordance with the provisions of Section 4 of the Employment Letter.

7. Executive may revoke this General Release within seven (7) calendar days after signing it. To be effective, suchrevocation must be made in writing to the Board of Directors of Weber Inc., with a copy received at [ADDRESS], Attention: [PhilipZadeik]. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7) dayperiod. None of the obligations of the Company under the Employment Letter shall be effective in the event that Executive revokesthis General Release pursuant to this Section 7.

(Signaturepagefollows)

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

Date: _______________________ Executive: _______________________

Exhibit 10.12

Weber-Stephen Products LLC

July 25, 2021

Troy Shay

Dear Troy:

1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment withWeber-Stephen Products LLC, a Delaware limited liability company (the “Company”), following the closing of the initial publicoffering (the “IPO Closing Date”) of Weber Inc., a Delaware corporation that is being formed to be the controlling owner of theCompany (“PubCo”) and will govern your employment with the Company following the IPO Closing Date:

Term: The term of this Agreement will be for the period commencing upon the IPO Closing Date andending on the three (3) year anniversary of the IPO Closing Date; provided, however, that theterm will be extended for successive one-year periods, unless written notice of nonrenewal isgiven by either you or the Company at least ninety (90) days prior to any such extension (suchinitial term, together with any such extension periods, the “Term”).

Position: President and Chief Commercial Officer of the Company and PubCo.Reporting: You will report directly to the Chief Executive Officer of the Company and PubCo.Commitment: You will be required to devote all of your business time to the business and affairs of the

Company, PubCo and their respective subsidiaries (collectively, the “Company Group”) and tothe promotion of their interests. Notwithstanding the foregoing, you may engage in otheractivities, such as personal investments and civic and charitable activities, so long as: (i) suchactivities do not interfere with your duties and obligations hereunder and (ii) such activities aredisclosed in advance to the Board of Directors of PubCo (the “Board”). In addition, you shall bepermitted to serve as a director on any other company’s board of directors subject to the priorconsent of the Board (which may be provided in its sole discretion).

July 25, 2021Page 2

Weber-Stephen Products LLC

Base Salary: During the Term, your base salary will be $486,160 per year and will be payable in accordancewith the Company’s normal payroll practices, less the applicable taxes and elective withholdings.Your base salary will be pro-rated for any partial years of employment. Your base salary may beincreased, but not decreased, as determined by the Board or the Compensation Committee of theBoard (the “Compensation Committee”).

Incentive Bonus Eligibility: During the Term, you will be eligible for an annual cash bonus based on such bonus program asmay be established by the Company or PubCo from time to time (the “Bonus Plan”) at the samelevel as other senior executives of the Company. Under the Bonus Plan, your initial target bonuswill be 100% of your base salary, which will be periodically reviewed by the CompensationCommittee and may be increased (but not decreased) from time to time (“Target Bonus”). Theactual amount of any bonus under the Bonus Plan shall be determined based on the achievement ofperformance criteria established by the Compensation Committee and shall be paid in accordancewith the Bonus Plan.

Except as otherwise provided herein, you will be entitled to receive any earned bonus under theBonus Plan for a fiscal year of the Company if you are employed on the last day of the fiscal year.Any amounts payable under the Bonus Plan for a fiscal year are intended to constitute a short-termdeferral for purposes of Section 409A of the Internal Revenue Code (the “Code”), and will be paidto you in a lump sum of cash no later than March 15 of the calendar year following the calendaryear in which the applicable fiscal year ends.

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of the Weber Inc.Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto). Long-termincentive awards will be granted at the discretion of the Compensation Committee. Youroutstanding profits units in the Company (as replaced by profits units in Weber HoldCo LLC) shallremain outstanding and subject to their terms and conditions (collectively, your “Prior EquityInterests”).

Benefits: During your employment with the Company, you will be eligible for the Company’s then currentemployee health and welfare benefits programs, retirement programs, and other fringe benefitsmaintained by the Company, to the extent consistent with applicable law and the terms of theapplicable plans and programs, which may include certain plans and programs available to similarlysituated executives of the Company or otherwise applicable to your position from time to time,subject to all plan terms and eligibility requirements. The benefit plans and programs for which youmay be eligible are more fully described in the applicable plan summaries and related documents.The Company retains all rights to amend or terminate any such benefit plans and programs, subjectto the terms of such employee benefit plans and programs and applicable law, and nothingcontained herein shall obligate the Company to continue any benefit plans or programs in thefuture.

July 25, 2021Page 3

Weber-Stephen Products LLC

You will be eligible for up to 5 weeks’ vacation, to be accrued in accordance with the Company’svacation accrual policy.

Business Expenses: During the Term, the Company will reimburse you for reasonable business expenses, includingtravel, entertainment, and other expenses (including a mobile phone and data service) incurred byyou in the furtherance of the performance of your duties hereunder, in accordance with theCompany’s expense reimbursement policy as in effect from time to time.

Termination: (a) Upon your termination of employment for any reason, the Company shall pay to you (i)your base salary earned through the date of such termination, (ii) amounts for accrued but unusedvacation days in the year of termination, (iii) any earned but unpaid bonus for any priorcompleted fiscal year, payable when such payments would otherwise be paid and (iv) anyunreimbursed business expenses in accordance with the Company’s reimbursement policy, notlater than thirty (30) business days after the customary documentation regarding such expenseshas been received and only to the extent that such expenses are submitted within one year of yourtermination (collectively, “Accrued Amounts”).

(b) In the event your employment is terminated during the Term by the Company without Cause(as defined below) or by you for Good Reason (as defined below) or the Company decides not torenew this Agreement, in addition to the Accrued Amounts, you will be entitled to receive (i)salary continuation for a period of 12 months, payable in accordance with the Company’s normalpayroll cycle, (ii) a lump sum payment equal to your Target Bonus pro-rated based on the numberof days elapsed from the beginning of the applicable fiscal year until your date of termination, lessthe sum of any other payments from the Company under any other agreement, plan, program orpolicy in the nature of severance in respect of such termination, payable on or after the date ofsuch termination and (iii) continued participation in the Company’s group health plan at activeemployee rates for a period of 12 months following the date of termination.Notwithstanding the foregoing, if such termination is within 24 months following a Change inControl (as defined in the Omnibus Plan), your severance will instead be (i) a lump sum paymentequal to the sum of (i) 12 months of your base salary as of the date of the Change in Control, (ii)100% of the greater of (x) the annual bonus you earned under the Bonus Plan for the fiscal yearprior to the fiscal year of your termination and (y) your Target Bonus, (iii) continued participationin the Company’s group health plan at active employee rates for a period of 12 months followingthe date of termination and (iv) full vesting of any equity awards then held by you (provided thatany performance-based equity awards then held by you will vest at “target” level).

July 25, 2021Page 4

Weber-Stephen Products LLC

(c) In the event that your employment is terminated for Cause, other than the amounts specified insubsection (a) above, you will not be entitled to receive any payments under this Agreement.(d) Payment of any amounts pursuant to subsection (b) above is expressly conditioned upon your (i)execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit A(the “Release”), within fifty (50) days of your termination, and the Release becoming effective upon theexpiration of the revocation period (which is 7 days after the Release is executed and returned to theCompany) and (ii) continued compliance with this Agreement and the Covenant Agreement. If anexecuted Release is not returned to the Company within fifty (50) days of termination or the Release isrevoked by you, the Company shall be relieved of all obligations to pay you severance under thisAgreement. The payment described in subsection (b)(ii) will be made on the sixtieth (60th) dayfollowing your termination of employment. Any payments described in subsection (b)(i) that would havebeen paid from the termination date through the sixtieth (60 ) day following your termination ofemployment will be paid in a lump sum on the sixtieth (60 ) day following your termination and theremaining installments will commence as of the next payroll period following the sixtieth (60 ) dayfollowing your termination of employment. Notwithstanding the foregoing, if such sixty (60) day periodspans two calendar years, then the foregoing payments shall not commence until the second calendaryear. All severance payments shall be subject to legally required tax withholdings and any electivewithholdings.

(e) For purposes of this Agreement:“Cause” shall be defined as (i) the commission of a felony or any other crime that is injurious to thebusiness or reputation of any member of the Company Group; (ii) the commission of an act whichviolates any member of the Company Group’s policies on discrimination, harassment, and conflicts ofinterest, or repeated violation of any other material employment policy; (iii) the commission of any actor omission involving dishonesty, disloyalty or fraud with respect to any member of the Company Groupor any of its customers or suppliers; (iv) conduct intentionally disparaging any member of the CompanyGroup or tending to bring any member of the Company Group into substantial public disgrace ordisrepute; (v) repeated failure to substantially perform your duties for any member of the CompanyGroup as reasonably directed by the Chief Executive Officer or the Board; or (vi) gross negligence orwillful misconduct with respect to any member of the Company Group, provided, however, that prior toterminating your employment for Cause under any of the events set forth in clauses (ii) through (vi)above, the Company shall provide you written notice thereof and if the Board in its reasonable discretiondetermines that such actions or conduct are curable by you, then you will be given a reasonable period(as determined by the Board) to cure any such conduct or actions. To the extent you fail to curefollowing such notice and opportunity to cure, if an event or action is curable, then no further notice ofyour termination will be required.

th

th

th

July 25, 2021Page 5

Weber-Stephen Products LLC

“Good Reason” shall be defined as (i) reduction, without your consent, of your base salary,unless substantially all similarly situated executives also have a similar reduction in their basesalary that is not replaced by other compensation; (ii) reduction, without your consent, of yourTarget Bonus; (iii) geographic reassignment of your principal location of employment by morethan fifty (50) miles from the Company’s headquarters in Palatine, Illinois; (iv) a materialreduction in your title, position, job duties or responsibilities, other than insubstantial orinadvertent actions not taken in bad faith which are remedied by the Company promptly afterreceipt of notice thereof from you; or (v) a material breach of the Company of its obligationsunder this Agreement. Good Reason shall not exist, unless (a) you provide written notice of suchbreach within thirty (30) days after the event giving rise to Good Reason, (b) the Company doesnot cure or gives you written notice of its intent not to cure within thirty (30) days after receivingyour written notice, and (c) you terminate your employment within sixty (60) days after yourwritten notice and if the Company fails to cure within the thirty (30) day cure period.

Resignation: Effective as of the date of your termination of employment, unless otherwise requested by theCompany in writing, you will, automatically and without further action on your part or any otherperson or entity, resign from all offices, boards of directors (or similar governing bodies) andcommittees of each member of the Company Group. You agree that you will, at the request of theCompany, execute and deliver such documentation as may be required to effect such resignations,and authorize any member of the Company Group to file (or cause to be filed) suchdocumentation, as necessary, with any applicable governmental authority.

Cooperation: In consideration for the promises and payments by the Company pursuant to this Agreement, atthe request of the Company, for a one-year period following your termination of employment forany reason, you agree to cooperate to the fullest extent possible with respect to matters involvingany member of the Company Group about which you have or may have knowledge, includingany such matters which may arise before or after the Term; provided such cooperation shall notunreasonably interfere with any obligations you may have to your current employer at the time.The Company will reimburse you for any reasonable, properly documented out-of-pocketexpenses, including your travel expenses and attorneys’ fees, that you actually incur inconnection with such cooperation.

July 25, 2021Page 6

Weber-Stephen Products LLC

D&O Insurance: So long as you are an officer of the Company or PubCo, you will be covered by the Company’s orPubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with thecoverage received by other officers of the Company and/or PubCo, as applicable. The Companyand/or PubCo, as applicable, shall not amend or modify such insurance following the terminationof your service as an officer unless such amendment or termination affects all directors andofficers in the same manner.

Section 409A: All references in this Agreement to your termination of employment shall mean your separationfrom service within the meaning of Section 409A of the Code and Treasury regulationspromulgated thereunder. This Agreement is intended to comply with Section 409A of the Code oran exemption thereunder and shall be construed and administered in accordance with Section409A. Any payments under this Agreement that may be excluded from Section 409A either asseparation pay due to an involuntary separation from service or as a short-term deferral shall beexcluded from Section 409A to the maximum extent possible. In the event the terms of thisAgreement would subject you to the imposition of taxes and penalties under Section 409A (“409APenalties”), the Company and you shall cooperate diligently to amend the terms of this Agreementto avoid such 409A Penalties, to the extent possible; provided that, for the avoidance of doubt, youshall be solely liable for any 409A Penalties incurred by you. To the extent that any amountspayable in installments under this Agreement are reasonably determined to be nonqualifieddeferred compensation within the meaning of Section 409A of the Code, then each suchinstallment shall be treated as a right to receive a series of separate payments and, accordingly,each such installment payment shall at all times be considered a separate and distinct payment aspermitted under Section 409A of the Code.

Notwithstanding any other provision in this Agreement, if as of the date on which youremployment terminates, you are a “specified employee” as determined by the Company, then withrespect to any amount payable or benefit provided under this Agreement or otherwise that theCompany reasonably determines would be nonqualified deferred compensation within the meaningof Section 409A of the Code and that under the terms of this Agreement would be payable prior tothe six-month anniversary of your effective date of termination, then if required in order to avoidany penalties under Section 409A of the Code, such payment or benefit shall be delayed until theearlier to occur of (a) the first payroll date following the six-month anniversary of such terminationdate and (b) the date of your death.

With respect to any reimbursements under this Agreement, such reimbursement shall be made onor before the last day of your taxable year following the taxable year in which you incurred theexpense. The amount of any expenses eligible for reimbursement or the amount of any in-kindbenefits provided, as the case may be, under this Agreement during any calendar year shall notaffect the amount of expenses eligible for reimbursement or the amount of any in-kind benefitsprovided during any other calendar year. The right to reimbursement or to any in-kind benefitpursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

You acknowledge and agree that notwithstanding any provision of this Agreement, the Companyand its affiliates are not providing you with any tax advice with respect to Section 409A of theCode or otherwise and are not making any guarantees or other assurances of any kind to you withrespect to the tax consequences or treatment of any amounts paid or payable to you under thisAgreement.

2. You acknowledge and agree that you will continue to be subject to the covenants set forth in the Covenant Agreementbetween you and the Company, executed as of June 11, 2018 (the “Covenant Agreement”). Notwithstanding any provision in thisAgreement, the Covenant Agreement or otherwise to the contrary, nothing in this Agreement, the Covenant Agreement or otherwiseprecludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, not

precludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, nototherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) orany other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organizationregarding possible legal violations, without disclosure to the Company, or (B) disclose information which is required to be disclosedby applicable law, regulation, or order or requirement (including without limitation, by deposition, interrogatory, requests for

July 25, 2021Page 7

Weber-Stephen Products LLC

documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any GovernmentAgency or self-regulatory organizations, provided that you provide the Company with prior notice of the contemplated disclosureand cooperate with the Company in seeking a protective order or other appropriate protection of such information. The Companymay not retaliate against you for any of these activities.

3. You represent that your performance of all of the terms of this Agreement and the performance of the services for theCompany Group do not and will not breach or conflict with any agreement with a third party, including an agreement not to competeor to keep in confidence any proprietary information of another entity acquired by you in confidence or in trust prior to the date ofthis Agreement. You agree that you will not enter into any agreement that conflicts with this Agreement at any time prior to the IPOClosing Date or during the term of your employment with the Company.

4. If any dispute or controversy arises under or in connection with this Agreement, the Covenant Agreement, or youremployment by the Company and such dispute or controversy is not resolved within a commercially reasonable time not to exceedsixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutralarbitrator in Chicago, Illinois in accordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) then in effect, in accordance with this Section 4, except as otherwise prohibited by anynonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret andenforce this Agreement and the Covenant Agreement in accordance with their express terms, and otherwise in accordance with thegoverning law as set forth in Section 5. Judgment may be entered on the arbitration award in any court having jurisdiction, provided,however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to preventany continuation of any violation of the provisions of this Agreement and you hereby consent that such restraining order orinjunction may be granted without requiring the Company to post a bond. Unless the parties otherwise agree, only individuals whoare on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. The Company shall pay alladministrative fees, and the fees and expenses of the arbitrator, to the extent that such fees and expenses exceed the amount of anycourt filing fees that you would have incurred in order to file a claim in court. In the event action is brought pursuant to this Section4, the arbitrator shall be permitted to award fees and costs to the prevailing party, in accordance with applicable law, but shall nothave the power to award damages in excess of actual damages, including legal fees and expenses, and shall not multiply actualdamages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. If in the opinion of thearbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. BOTH YOU AND THECOMPANY EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL.

5. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, andotherwise in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of law orchoice of law of the State of Illinois, or any other jurisdiction, and where applicable, the laws of the United States.

6. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain in full force and effect.

July 25, 2021Page 8

Weber-Stephen Products LLC

7. The terms of this Agreement and the Covenant Agreement are intended by the parties to be the final expression oftheir agreement with respect to your employment by the Company and supersede, effective as of the IPO Closing Date, all priorunderstandings and agreements with respect to your employment by the Company, whether written or oral, including the terms ofthe employment term sheet between you and the Company executed as of June 11, 2018. For the avoidance of doubt, if the IPOClosing Date does not occur, this Agreement will be void abinitio.

8. The parties intend that this Agreement shall constitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.

9. By signing this Agreement, you acknowledge that the terms of this Agreement are confidential and may not bedisclosed in any manner or form to any party, other than as required by applicable law, as necessary to enforce the terms of thisAgreement or to your spouse, attorney and/or tax advisor (if any), without the prior written approval of the Company. You furtheracknowledge that you will be bound by the terms and conditions contained in the Company’s employee handbook, as it may beamended from time to time to the extent not inconsistent with this Agreement and will, upon request of the Company, sign a copythereof from time to time.

10. The rights and benefits under this Agreement are personal to you and such rights and benefits shall not be subject toassignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to your estate or any of yourbeneficiaries upon your death. The Company may assign this Agreement to any affiliate or subsidiary at any time and shall requireany entity which at any time becomes a successor, whether by merger, purchase, or otherwise, or otherwise acquires all orsubstantially all of the assets, membership interests or business of the Company, to expressly assume this Agreement.

11. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all ofwhich together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

12. You may resign at any time for any reason on thirty (30) days written notice to the Company (though the Companymay elect to waive all or a portion of such notice period), and such resignation shall not be considered a breach of this Agreement.The Company’s termination of your employment shall not be considered a breach of this Agreement. Nothing contained herein shalllimit your or the Company Group’s remedies, however, for breach of this Agreement, the Covenant Agreement or any otheragreement between you and the Company Group, including the agreements relating to the Prior Equity Interests.

Signaturepagefollows.

July 25, 2021Page 9

Weber-Stephen Products LLC

Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding andacceptance of the terms set forth herein.

Sincerely,

WEBER-STEPHEN PRODUCTSLLC

By: /s/ William HortonName: William HortonPosition: Chief Financial Officer

Agreed to and Accepted:

/s/ Troy ShayTroy Shay

Date: July 26, 2021

July 25, 2021Page 10

Weber-Stephen Products LLC

EXHIBIT A

[The language in this Release may change based on legal developments and evolving best practices; this form is provided as anexample of what will be included in the final Release document.]

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, Troy Shay (“Executive”), for himself, hisspouse, heirs, administrators, children, representatives, executors, successors, assigns, trusts for his benefit and all other personsclaiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Weber-StephenProducts LLC (the “Company”), Weber Inc. and their respective subsidiaries, parents, affiliates, related organizations, and equityholders, and their respective affiliates (including trustees and beneficiaries of trusts that are direct and indirect equity holders),employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”) from, anddoes fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have, or mightclaim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability, actions,charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, and anyaction arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal,state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981),the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor Relations Act,the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, theRehabilitation Act of 1973, the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the discrimination oremployment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and allclaims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Companyor the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things,that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights forcompensation, benefits, indemnification and any other surviving rights now existing under the Employment Letter between theCompany and Executive dated as of July 25, 2021 (the “Employment Letter”), the organizational documents of the Company orWeber-Stephen Management Pool LLC (“Management Pool”) or any other agreement providing for indemnification regardless ofwhen any claim is filed, (b) any claims or rights under directors and officers liability insurance, or (c) any claims or rights accruingto any Releaser in its capacity as an equityholder of the Company or Management Pool.

2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to theright to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s rightto any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims onExecutive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against theReleasees with any government agency or any court.

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and releaselanguage. If Executive violates this General Release by suing Releasees, other than as set forth in Section 1 hereof, Executive shallbe liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit.Executive represents and warrants that he has not assigned or transferred, in any manner, including by subrogation or operation oflaw, any portion of any claim, action, complaint, charge or suit encompassed by the releases set forth in this General Release.

4. Executive acknowledges and recites that:

(a) Executive has executed this General Release knowingly and voluntarily;

(b) Executive has read and understands this General Release in its entirety;

(c) Executive has been advised and directed orally and in writing (and this subsection (c) constitutes such writtendirection) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company,and Executive has had an opportunity to negotiate about the terms of this General Release;

(e) Executive has been given at least twenty-one (21) days to consider this General Release, and if executed priorto the expiration of the twenty-one (21) day period, such execution is knowing and voluntary; and

(f) The additional benefits and other promises that Executive is to receive under the Employment Letter aresufficient consideration for this General Release.

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois,except for the application of pre-emptive Federal law.

6. Any dispute or controversy arising under or in connection with this General Release shall be settled exclusively byarbitration in accordance with the provisions of Section 4 of the Employment Letter.

7. Executive may revoke this General Release within seven (7) calendar days after signing it. To be effective, suchrevocation must be made in writing to the Board of Directors of Weber Inc., with a copy received at [ADDRESS], Attention: [PhilipZadeik]. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7) dayperiod. None of the obligations of the Company under the Employment Letter shall be effective in the event that Executive revokesthis General Release pursuant to this Section 7.

(Signaturepagefollows)

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

Date: _______________________ Executive: _______________________

Exhibit 10.13

Weber-Stephen Products LLC

July 22, 2021

William Horton

Dear Bill:

1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment withWeber-Stephen Products LLC, a Delaware limited liability company (the “Company”), following the closing of the initial publicoffering (the “IPO Closing Date”) of Weber Inc., a Delaware corporation that is being formed to be the controlling owner of theCompany (“PubCo”) and will govern your employment with the Company following the IPO Closing Date:

Term: The term of this Agreement will be for the period commencing upon the IPO Closing Date andending on the three (3) year anniversary of the IPO Closing Date; provided, however, that theterm will be extended for successive one-year periods, unless written notice of nonrenewal isgiven by either you or the Company at least ninety (90) days prior to any such extension (suchinitial term, together with any such extension periods, the “Term”).

Position: Chief Financial Officer of the Company and PubCo.Reporting: You will report directly to the Chief Executive Officer of the Company and PubCo.Commitment: You will be required to devote all of your business time to the business and affairs of the

Company, PubCo and their respective subsidiaries (collectively, the “Company Group”) and tothe promotion of their interests. Notwithstanding the foregoing, you may engage in otheractivities, such as personal investments and civic and charitable activities, so long as: (i) suchactivities do not interfere with your duties and obligations hereunder and (ii) such activities aredisclosed in advance to the Board of Directors of PubCo (the “Board”). In addition, you shall bepermitted to serve as a director on any other company’s board of directors subject to the priorconsent of the Board (which may be provided in its sole discretion).

July 22, 2021Page 2

Weber-Stephen Products LLC

Base Salary: During the Term, your base salary will be $475,860 per year and will be payable in accordancewith the Company’s normal payroll practices, less the applicable taxes and elective withholdings.Your base salary will be pro-rated for any partial years of employment. Your base salary may beincreased, but not decreased, as determined by the Board or the Compensation Committee of theBoard (the “Compensation Committee”).

Incentive Bonus Eligibility: During the Term, you will be eligible for an annual cash bonus based on such bonus program asmay be established by the Company or PubCo from time to time (the “Bonus Plan”) at the samelevel as other senior executives of the Company. Under the Bonus Plan, your initial target bonuswill be 100% of your base salary, which will be periodically reviewed by the CompensationCommittee and may be increased (but not decreased) from time to time (“Target Bonus”). Theactual amount of any bonus under the Bonus Plan shall be determined based on the achievement ofperformance criteria established by the Compensation Committee and shall be paid in accordancewith the Bonus Plan.

Except as otherwise provided herein, you will be entitled to receive any earned bonus under theBonus Plan for a fiscal year of the Company if you are employed on the last day of the fiscal year.Any amounts payable under the Bonus Plan for a fiscal year are intended to constitute a short-termdeferral for purposes of Section 409A of the Internal Revenue Code (the “Code”), and will be paidto you in a lump sum of cash no later than March 15 of the calendar year following the calendaryear in which the applicable fiscal year ends.

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of the Weber Inc.Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto). Long-termincentive awards will be granted at the discretion of the Compensation Committee. Youroutstanding profits units in the Company (as replaced by profits units in Weber HoldCo LLC) shallremain outstanding and subject to their terms and conditions (collectively, your “Prior EquityInterests”).

Benefits: During your employment with the Company, you will be eligible for the Company’s then currentemployee health and welfare benefits programs, retirement programs, and other fringe benefitsmaintained by the Company, to the extent consistent with applicable law and the terms of theapplicable plans and programs, which may include certain plans and programs available to similarlysituated executives of the Company or otherwise applicable to your position from time to time,subject to all plan terms and eligibility requirements. The benefit plans and programs for which youmay be eligible are more fully described in the applicable plan summaries and related documents.The Company retains all rights to amend or terminate any such benefit plans and programs, subjectto the terms of such employee benefit plans and programs and applicable law, and nothingcontained herein shall obligate the Company to continue any benefit plans or programs in thefuture.

July 22, 2021Page 3

Weber-Stephen Products LLC

You will be eligible for up to 5 weeks’ vacation, to be accrued in accordance with the Company’svacation accrual policy.

Business Expenses: During the Term, the Company will reimburse you for reasonable business expenses, includingtravel, entertainment, and other expenses (including a mobile phone and data service) incurred byyou in the furtherance of the performance of your duties hereunder, in accordance with theCompany’s expense reimbursement policy as in effect from time to time.

Termination: (a) Upon your termination of employment for any reason, the Company shall pay to you (i)your base salary earned through the date of such termination, (ii) amounts for accrued but unusedvacation days in the year of termination, (iii) any earned but unpaid bonus for any priorcompleted fiscal year, payable when such payments would otherwise be paid and (iv) anyunreimbursed business expenses in accordance with the Company’s reimbursement policy, notlater than thirty (30) business days after the customary documentation regarding such expenseshas been received and only to the extent that such expenses are submitted within one year of yourtermination (collectively, “Accrued Amounts”).

(b) In the event your employment is terminated during the Term by the Company without Cause(as defined below) or by you for Good Reason (as defined below) or the Company decides not torenew this Agreement, in addition to the Accrued Amounts, you will be entitled to receive (i)salary continuation for a period of 12 months, payable in accordance with the Company’s normalpayroll cycle, (ii) a lump sum payment equal to your Target Bonus pro-rated based on the numberof days elapsed from the beginning of the applicable fiscal year until your date of termination, lessthe sum of any other payments from the Company under any other agreement, plan, program orpolicy in the nature of severance in respect of such termination, payable on or after the date ofsuch termination and (iii) continued participation in the Company’s group health plan at activeemployee rates for a period of 12 months following the date of termination.Notwithstanding the foregoing, if such termination is within 24 months following a Change inControl (as defined in the Omnibus Plan), your severance will instead be (i) a lump sum paymentequal to the sum of (i) 12 months of your base salary as of the date of the Change in Control, (ii)100% of the greater of (x) the annual bonus you earned under the Bonus Plan for the fiscal yearprior to the fiscal year of your termination and (y) your Target Bonus, (iii) continued participationin the Company’s group health plan at active employee rates for a period of 12 months followingthe date of termination and (iv) full vesting of any equity awards then held by you (provided thatany performance-based equity awards then held by you will vest at “target” level).

July 22, 2021Page 4

Weber-Stephen Products LLC

(c) In the event that your employment is terminated for Cause, other than the amounts specified insubsection (a) above, you will not be entitled to receive any payments under this Agreement.(d) Payment of any amounts pursuant to subsection (b) above is expressly conditioned upon your (i)execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit A(the “Release”), within fifty (50) days of your termination, and the Release becoming effective upon theexpiration of the revocation period (which is 7 days after the Release is executed and returned to theCompany) and (ii) continued compliance with this Agreement and the Covenant Agreement. If anexecuted Release is not returned to the Company within fifty (50) days of termination or the Release isrevoked by you, the Company shall be relieved of all obligations to pay you severance under thisAgreement. The payment described in subsection (b)(ii) will be made on the sixtieth (60th) dayfollowing your termination of employment. Any payments described in subsection (b)(i) that would havebeen paid from the termination date through the sixtieth (60 ) day following your termination ofemployment will be paid in a lump sum on the sixtieth (60 ) day following your termination and theremaining installments will commence as of the next payroll period following the sixtieth (60 ) dayfollowing your termination of employment. Notwithstanding the foregoing, if such sixty (60) day periodspans two calendar years, then the foregoing payments shall not commence until the second calendaryear. All severance payments shall be subject to legally required tax withholdings and any electivewithholdings.

(e) For purposes of this Agreement:“Cause” shall be defined as (i) the commission of a felony or any other crime that is injurious to thebusiness or reputation of any member of the Company Group; (ii) the commission of an act whichviolates any member of the Company Group’s policies on discrimination, harassment, and conflicts ofinterest, or repeated violation of any other material employment policy; (iii) the commission of any actor omission involving dishonesty, disloyalty or fraud with respect to any member of the Company Groupor any of its customers or suppliers; (iv) conduct intentionally disparaging any member of the CompanyGroup or tending to bring any member of the Company Group into substantial public disgrace ordisrepute; (v) repeated failure to substantially perform your duties for any member of the CompanyGroup as reasonably directed by the Chief Executive Officer or the Board; or (vi) gross negligence orwillful misconduct with respect to any member of the Company Group, provided, however, that prior toterminating your employment for Cause under any of the events set forth in clauses (ii) through (vi)above, the Company shall provide you written notice thereof and if the Board in its reasonable discretiondetermines that such actions or conduct are curable by you, then you will be given a reasonable period(as determined by the Board) to cure any such conduct or actions. To the extent you fail to curefollowing such notice and opportunity to cure, if an event or action is curable, then no further notice ofyour termination will be required.

th

th

th

July 22, 2021Page 5

Weber-Stephen Products LLC

“Good Reason” shall be defined as (i) reduction, without your consent, of your base salary,unless substantially all similarly situated executives also have a similar reduction in their basesalary that is not replaced by other compensation; (ii) reduction, without your consent, of yourTarget Bonus; (iii) geographic reassignment of your principal location of employment by morethan fifty (50) miles from the Company’s headquarters in Palatine, Illinois; (iv) a materialreduction in your title, position, job duties or responsibilities, other than insubstantial orinadvertent actions not taken in bad faith which are remedied by the Company promptly afterreceipt of notice thereof from you; or (v) a material breach of the Company of its obligationsunder this Agreement. Good Reason shall not exist, unless (a) you provide written notice of suchbreach within thirty (30) days after the event giving rise to Good Reason, (b) the Company doesnot cure or gives you written notice of its intent not to cure within thirty (30) days after receivingyour written notice, and (c) you terminate your employment within sixty (60) days after yourwritten notice and if the Company fails to cure within the thirty (30) day cure period.

Resignation: Effective as of the date of your termination of employment, unless otherwise requested by theCompany in writing, you will, automatically and without further action on your part or any otherperson or entity, resign from all offices, boards of directors (or similar governing bodies) andcommittees of each member of the Company Group. You agree that you will, at the request of theCompany, execute and deliver such documentation as may be required to effect such resignations,and authorize any member of the Company Group to file (or cause to be filed) suchdocumentation, as necessary, with any applicable governmental authority.

Cooperation: In consideration for the promises and payments by the Company pursuant to this Agreement, atthe request of the Company, for a one-year period following your termination of employment forany reason, you agree to cooperate to the fullest extent possible with respect to matters involvingany member of the Company Group about which you have or may have knowledge, includingany such matters which may arise before or after the Term; provided such cooperation shall notunreasonably interfere with any obligations you may have to your current employer at the time.The Company will reimburse you for any reasonable, properly documented out-of-pocketexpenses, including your travel expenses and attorneys’ fees, that you actually incur inconnection with such cooperation.

July 22, 2021Page 6

Weber-Stephen Products LLC

D&O Insurance: So long as you are an officer of the Company or PubCo, you will be covered by the Company’s orPubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with thecoverage received by other officers of the Company and/or PubCo, as applicable. The Companyand/or PubCo, as applicable, shall not amend or modify such insurance following the terminationof your service as an officer unless such amendment or termination affects all directors andofficers in the same manner.

Section 409A: All references in this Agreement to your termination of employment shall mean your separationfrom service within the meaning of Section 409A of the Code and Treasury regulationspromulgated thereunder. This Agreement is intended to comply with Section 409A of the Code oran exemption thereunder and shall be construed and administered in accordance with Section409A. Any payments under this Agreement that may be excluded from Section 409A either asseparation pay due to an involuntary separation from service or as a short-term deferral shall beexcluded from Section 409A to the maximum extent possible. In the event the terms of thisAgreement would subject you to the imposition of taxes and penalties under Section 409A (“409APenalties”), the Company and you shall cooperate diligently to amend the terms of this Agreementto avoid such 409A Penalties, to the extent possible; provided that, for the avoidance of doubt, youshall be solely liable for any 409A Penalties incurred by you. To the extent that any amountspayable in installments under this Agreement are reasonably determined to be nonqualifieddeferred compensation within the meaning of Section 409A of the Code, then each suchinstallment shall be treated as a right to receive a series of separate payments and, accordingly,each such installment payment shall at all times be considered a separate and distinct payment aspermitted under Section 409A of the Code.

Notwithstanding any other provision in this Agreement, if as of the date on which youremployment terminates, you are a “specified employee” as determined by the Company, then withrespect to any amount payable or benefit provided under this Agreement or otherwise that theCompany reasonably determines would be nonqualified deferred compensation within the meaningof Section 409A of the Code and that under the terms of this Agreement would be payable prior tothe six-month anniversary of your effective date of termination, then if required in order to avoidany penalties under Section 409A of the Code, such payment or benefit shall be delayed until theearlier to occur of (a) the first payroll date following the six-month anniversary of such terminationdate and (b) the date of your death.

With respect to any reimbursements under this Agreement, such reimbursement shall be made onor before the last day of your taxable year following the taxable year in which you incurred theexpense. The amount of any expenses eligible for reimbursement or the amount of any in-kindbenefits provided, as the case may be, under this Agreement during any calendar year shall notaffect the amount of expenses eligible for reimbursement or the amount of any in-kind benefitsprovided during any other calendar year. The right to reimbursement or to any in-kind benefitpursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

You acknowledge and agree that notwithstanding any provision of this Agreement, the Companyand its affiliates are not providing you with any tax advice with respect to Section 409A of theCode or otherwise and are not making any guarantees or other assurances of any kind to you withrespect to the tax consequences or treatment of any amounts paid or payable to you under thisAgreement.

2. You acknowledge and agree that you will continue to be subject to the covenants set forth in the Covenant Agreementbetween you and the Company, executed as of May 31, 2018 (the “Covenant Agreement”). Notwithstanding any provision in thisAgreement, the Covenant Agreement or otherwise to the contrary, nothing in this Agreement, the Covenant Agreement or otherwiseprecludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, not

precludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, nototherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) orany other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organizationregarding possible legal violations, without disclosure to the Company, or (B) disclose information which is required to be disclosedby applicable law, regulation, or order or requirement (including without limitation, by deposition, interrogatory, requests for

July 22, 2021Page 7

Weber-Stephen Products LLC

documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any GovernmentAgency or self-regulatory organizations, provided that you provide the Company with prior notice of the contemplated disclosureand cooperate with the Company in seeking a protective order or other appropriate protection of such information. The Companymay not retaliate against you for any of these activities.

3. You represent that your performance of all of the terms of this Agreement and the performance of the services for theCompany Group do not and will not breach or conflict with any agreement with a third party, including an agreement not to competeor to keep in confidence any proprietary information of another entity acquired by you in confidence or in trust prior to the date ofthis Agreement. You agree that you will not enter into any agreement that conflicts with this Agreement at any time prior to the IPOClosing Date or during the term of your employment with the Company.

4. If any dispute or controversy arises under or in connection with this Agreement, the Covenant Agreement, or youremployment by the Company and such dispute or controversy is not resolved within a commercially reasonable time not to exceedsixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutralarbitrator in Chicago, Illinois in accordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) then in effect, in accordance with this Section 4, except as otherwise prohibited by anynonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret andenforce this Agreement and the Covenant Agreement in accordance with their express terms, and otherwise in accordance with thegoverning law as set forth in Section 5. Judgment may be entered on the arbitration award in any court having jurisdiction, provided,however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to preventany continuation of any violation of the provisions of this Agreement and you hereby consent that such restraining order orinjunction may be granted without requiring the Company to post a bond. Unless the parties otherwise agree, only individuals whoare on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. The Company shall pay alladministrative fees, and the fees and expenses of the arbitrator, to the extent that such fees and expenses exceed the amount of anycourt filing fees that you would have incurred in order to file a claim in court. In the event action is brought pursuant to this Section4, the arbitrator shall be permitted to award fees and costs to the prevailing party, in accordance with applicable law, but shall nothave the power to award damages in excess of actual damages, including legal fees and expenses, and shall not multiply actualdamages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. If in the opinion of thearbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. BOTH YOU AND THECOMPANY EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL.

5. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, andotherwise in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of law orchoice of law of the State of Illinois, or any other jurisdiction, and where applicable, the laws of the United States.

6. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain in full force and effect.

July 22, 2021Page 8

Weber-Stephen Products LLC

7. The terms of this Agreement and the Covenant Agreement are intended by the parties to be the final expression oftheir agreement with respect to your employment by the Company and supersede, effective as of the IPO Closing Date, all priorunderstandings and agreements with respect to your employment by the Company, whether written or oral, including the terms ofthe employment term sheet between you and the Company executed as of May 31, 2018. For the avoidance of doubt, if the IPOClosing Date does not occur, this Agreement will be void abinitio.

8. The parties intend that this Agreement shall constitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.

9. By signing this Agreement, you acknowledge that the terms of this Agreement are confidential and may not bedisclosed in any manner or form to any party, other than as required by applicable law, as necessary to enforce the terms of thisAgreement or to your spouse, attorney and/or tax advisor (if any), without the prior written approval of the Company. You furtheracknowledge that you will be bound by the terms and conditions contained in the Company’s employee handbook, as it may beamended from time to time to the extent not inconsistent with this Agreement and will, upon request of the Company, sign a copythereof from time to time.

10. The rights and benefits under this Agreement are personal to you and such rights and benefits shall not be subject toassignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to your estate or any of yourbeneficiaries upon your death. The Company may assign this Agreement to any affiliate or subsidiary at any time and shall requireany entity which at any time becomes a successor, whether by merger, purchase, or otherwise, or otherwise acquires all orsubstantially all of the assets, membership interests or business of the Company, to expressly assume this Agreement.

11. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all ofwhich together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

12. Your termination of employment for any reason shall not be considered a breach of this Agreement. The Company’stermination of your employment shall not be considered a breach of this Agreement. Nothing contained herein shall limit your or theCompany Group’s remedies, however, for breach of this Agreement, the Covenant Agreement or any other agreement between youand the Company Group, including the agreements relating to the Prior Equity Interests.

Signaturepagefollows.

July 22, 2021Page 9

Weber-Stephen Products LLC

Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding andacceptance of the terms set forth herein.

Sincerely,

WEBER-STEPHEN PRODUCTSLLC

By: /s/ Chris ScherzingerName: Chris ScherzingerPosition: Chief Executive Officer

Agreed to and Accepted:

/s/ William HortonWilliam Horton

Date: July 22, 2021

July 22, 2021Page 10

Weber-Stephen Products LLC

EXHIBIT A

[The language in this Release may change based on legal developments and evolving best practices; this form is provided as anexample of what will be included in the final Release document.]

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, William Horton (“Executive”), forhimself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, trusts for his benefit and all otherpersons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Weber-Stephen Products LLC (the “Company”), Weber Inc. and their respective subsidiaries, parents, affiliates, related organizations, andequity holders, and their respective affiliates (including trustees and beneficiaries of trusts that are direct and indirect equity holders),employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”) from, anddoes fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have, or mightclaim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability, actions,charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, and anyaction arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal,state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981),the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor Relations Act,the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, theRehabilitation Act of 1973, the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the discrimination oremployment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and allclaims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Companyor the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things,that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights forcompensation, benefits, indemnification and any other surviving rights now existing under the Employment Letter between theCompany and Executive dated as of July 22, 2021 (the “Employment Letter”), the organizational documents of the Company orWeber-Stephen Management Pool LLC (“Management Pool”) or any other agreement providing for indemnification regardless ofwhen any claim is filed, (b) any claims or rights under directors and officers liability insurance, or (c) any claims or rights accruingto any Releaser in its capacity as an equityholder of the Company or Management Pool.

2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to theright to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s rightto any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims onExecutive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against theReleasees with any government agency or any court.

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and releaselanguage. If Executive violates this General Release by suing Releasees, other than as set forth in Section 1 hereof, Executive shallbe liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit.Executive represents and warrants that he has not assigned or transferred, in any manner, including by subrogation or operation oflaw, any portion of any claim, action, complaint, charge or suit encompassed by the releases set forth in this General Release.

4. Executive acknowledges and recites that:

(a) Executive has executed this General Release knowingly and voluntarily;

(b) Executive has read and understands this General Release in its entirety;

(c) Executive has been advised and directed orally and in writing (and this subsection (c) constitutes such writtendirection) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company,and Executive has had an opportunity to negotiate about the terms of this General Release;

(e) Executive has been given at least twenty-one (21) days to consider this General Release, and if executed priorto the expiration of the twenty-one (21) day period, such execution is knowing and voluntary; and

(f) The additional benefits and other promises that Executive is to receive under the Employment Letter aresufficient consideration for this General Release.

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois,except for the application of pre-emptive Federal law.

6. Any dispute or controversy arising under or in connection with this General Release shall be settled exclusively byarbitration in accordance with the provisions of Section 4 of the Employment Letter.

7. Executive may revoke this General Release within seven (7) calendar days after signing it. To be effective, suchrevocation must be made in writing to the Board of Directors of Weber Inc., with a copy received at [ADDRESS], Attention: [PhilipZadeik]. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7) dayperiod. None of the obligations of the Company under the Employment Letter shall be effective in the event that Executive revokesthis General Release pursuant to this Section 7.

(Signaturepagefollows)

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

Date: _______________________ Executive: _______________________

Exhibit 10.14

Weber-Stephen Products LLC

July 25, 2021

Michael Jacobs

Dear Michael:

1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment withWeber-Stephen Products LLC, a Delaware limited liability company (the “Company”), following the closing of the initial publicoffering (the “IPO Closing Date”) of Weber Inc., a Delaware corporation that is being formed to be the controlling owner of theCompany (“PubCo”) and will govern your employment with the Company following the IPO Closing Date:

Term: The term of this Agreement will be for the period commencing upon the IPO Closing Date andending on the three (3) year anniversary of the IPO Closing Date; provided, however, that the termwill be extended for successive one-year periods, unless written notice of nonrenewal is given byeither you or the Company at least ninety (90) days prior to any such extension (such initial term,together with any such extension periods, the “Term”).

Position: Chief Supply Chain Officer of the Company and PubCo.Reporting: You will report directly to the Chief Executive Officer of the Company and PubCo.

July 25, 2021Page 2

Weber-Stephen Products LLC

Commitment: You will be required to devote all of your business time to the business and affairs of theCompany, PubCo and their respective subsidiaries (collectively, the “Company Group”) and tothe promotion of their interests. Notwithstanding the foregoing, you may engage in otheractivities, such as personal investments and civic and charitable activities, so long as: (i) suchactivities do not interfere with your duties and obligations hereunder and (ii) such activities aredisclosed in advance to the Board of Directors of PubCo (the “Board”). In addition, you shall bepermitted to serve as a director on any other company’s board of directors subject to the priorconsent of the Board (which may be provided in its sole discretion).

Base Salary: During the Term, your base salary will be $425,000 per year and will be payable in accordancewith the Company’s normal payroll practices, less the applicable taxes and electivewithholdings. Your base salary will be pro-rated for any partial years of employment. Your basesalary may be increased, but not decreased, as determined by the Board or the CompensationCommittee of the Board (the “Compensation Committee”).

Incentive Bonus Eligibility: During the Term, you will be eligible for an annual cash bonus based on such bonus program asmay be established by the Company or PubCo from time to time (the “Bonus Plan”) at the samelevel as other senior executives of the Company. Under the Bonus Plan, your initial target bonuswill be 75% of your base salary, which will be periodically reviewed by the CompensationCommittee and may be increased (but not decreased) from time to time (“Target Bonus”). Theactual amount of any bonus under the Bonus Plan shall be determined based on the achievementof performance criteria established by the Compensation Committee and shall be paid inaccordance with the Bonus Plan.

July 25, 2021Page 3

Weber-Stephen Products LLC

Except as otherwise provided herein, you will be entitled to receive any earned bonus under theBonus Plan for a fiscal year of the Company if you are employed on the last day of the fiscal year.Any amounts payable under the Bonus Plan for a fiscal year are intended to constitute a short-termdeferral for purposes of Section 409A of the Internal Revenue Code (the “Code”), and will be paidto you in a lump sum of cash no later than March 15 of the calendar year following the calendaryear in which the applicable fiscal year ends.

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of the Weber Inc.Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto). Long-termincentive awards will be granted at the discretion of the Compensation Committee. Youroutstanding profits units in the Company (as replaced by profits units in Weber HoldCo LLC) shallremain outstanding and subject to their terms and conditions (collectively, your “Prior EquityInterests”).

Benefits: During your employment with the Company, you will be eligible for the Company’s then currentemployee health and welfare benefits programs, retirement programs, and other fringe benefitsmaintained by the Company, to the extent consistent with applicable law and the terms of theapplicable plans and programs, which may include certain plans and programs available to similarlysituated executives of the Company or otherwise applicable to your position from time to time,subject to all plan terms and eligibility requirements. The benefit plans and programs for which youmay be eligible are more fully described in the applicable plan summaries and related documents.The Company retains all rights to amend or terminate any such benefit plans and programs, subjectto the terms of such employee benefit plans and programs and applicable law, and nothingcontained herein shall obligate the Company to continue any benefit plans or programs in the future.You will be eligible for up to 5 weeks’ vacation, to be accrued in accordance with the Company’svacation accrual policy.

Business Expenses: During the Term, the Company will reimburse you for reasonable business expenses, includingtravel, entertainment, and other expenses (including a mobile phone and data service) incurred byyou in the furtherance of the performance of your duties hereunder, in accordance with theCompany’s expense reimbursement policy as in effect from time to time.

July 25, 2021Page 4

Weber-Stephen Products LLC

Termination: (a) Upon your termination of employment for any reason, the Company shall pay to you (i)your base salary earned through the date of such termination, (ii) amounts for accrued but unusedvacation days in the year of termination, (iii) any earned but unpaid bonus for any priorcompleted fiscal year, payable when such payments would otherwise be paid and (iv) anyunreimbursed business expenses in accordance with the Company’s reimbursement policy, notlater than thirty (30) business days after the customary documentation regarding such expenseshas been received and only to the extent that such expenses are submitted within one year of yourtermination (collectively, “Accrued Amounts”).

(b) In the event your employment is terminated during the Term by the Company without Cause(as defined below) or by you for Good Reason (as defined below) or the Company decides not torenew this Agreement, in addition to the Accrued Amounts, you will be entitled to receive (i)salary continuation for a period of 12 months, payable in accordance with the Company’s normalpayroll cycle, (ii) a lump sum payment equal to your Target Bonus pro-rated based on the numberof days elapsed from the beginning of the applicable fiscal year until your date of termination, lessthe sum of any other payments from the Company under any other agreement, plan, program orpolicy in the nature of severance in respect of such termination, payable on or after the date ofsuch termination and (iii) continued participation in the Company’s group health plan at activeemployee rates for a period of 12 months following the date of termination.Notwithstanding the foregoing, if such termination is within 24 months following a Change inControl (as defined in the Omnibus Plan), your severance will instead be (i) a lump sum paymentequal to the sum of (i) 12 months of your base salary as of the date of the Change in Control, (ii)100% of the greater of (x) the annual bonus you earned under the Bonus Plan for the fiscal yearprior to the fiscal year of your termination and (y) your Target Bonus, (iii) continued participationin the Company’s group health plan at active employee rates for a period of 12 months followingthe date of termination and (iv) full vesting of any equity awards then held by you (provided thatany performance-based equity awards then held by you will vest at “target” level).(c) In the event that your employment is terminated for Cause, other than the amounts specifiedin subsection (a) above, you will not be entitled to receive any payments under this Agreement.

July 25, 2021Page 5

Weber-Stephen Products LLC

(d) Payment of any amounts pursuant to subsection (b) above is expressly conditioned upon your (i)execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit A(the “Release”), within fifty (50) days of your termination, and the Release becoming effective upon theexpiration of the revocation period (which is 7 days after the Release is executed and returned to theCompany) and (ii) continued compliance with this Agreement and the Covenant Agreement. If anexecuted Release is not returned to the Company within fifty (50) days of termination or the Release isrevoked by you, the Company shall be relieved of all obligations to pay you severance under thisAgreement. The payment described in subsection (b)(ii) will be made on the sixtieth (60th) dayfollowing your termination of employment. Any payments described in subsection (b)(i) that would havebeen paid from the termination date through the sixtieth (60 ) day following your termination ofemployment will be paid in a lump sum on the sixtieth (60 ) day following your termination and theremaining installments will commence as of the next payroll period following the sixtieth (60 ) dayfollowing your termination of employment. Notwithstanding the foregoing, if such sixty (60) day periodspans two calendar years, then the foregoing payments shall not commence until the second calendaryear. All severance payments shall be subject to legally required tax withholdings and any electivewithholdings.

(e) For purposes of this Agreement:“Cause” shall be defined as (i) the commission of a felony or any other crime that is injurious to thebusiness or reputation of any member of the Company Group; (ii) the commission of an act whichviolates any member of the Company Group’s policies on discrimination, harassment, and conflicts ofinterest, or repeated violation of any other material employment policy; (iii) the commission of any actor omission involving dishonesty, disloyalty or fraud with respect to any member of the Company Groupor any of its customers or suppliers; (iv) conduct intentionally disparaging any member of the CompanyGroup or tending to bring any member of the Company Group into substantial public disgrace ordisrepute; (v) repeated failure to substantially perform your duties for any member of the CompanyGroup as reasonably directed by the Chief Executive Officer or the Board; or (vi) gross negligence orwillful misconduct with respect to any member of the Company Group, provided, however, that prior toterminating your employment for Cause under any of the events set forth in clauses (ii) through (vi)above, the Company shall provide you written notice thereof and if the Board in its reasonable discretiondetermines that such actions or conduct are curable by you, then you will be given a reasonable period(as determined by the Board) to cure any such conduct or actions. To the extent you fail to curefollowing such notice and opportunity to cure, if an event or action is curable, then no further notice ofyour termination will be required.

th

th

th

July 25, 2021Page 6

Weber-Stephen Products LLC

“Good Reason” shall be defined as (i) reduction, without your consent, of your base salary,unless substantially all similarly situated executives also have a similar reduction in their basesalary that is not replaced by other compensation; (ii) reduction, without your consent, of yourTarget Bonus; (iii) geographic reassignment of your principal location of employment by morethan fifty (50) miles from the Company’s headquarters in Palatine, Illinois; (iv) a materialreduction in your title, position, job duties or responsibilities, other than insubstantial orinadvertent actions not taken in bad faith which are remedied by the Company promptly afterreceipt of notice thereof from you; or (v) a material breach of the Company of its obligationsunder this Agreement. Good Reason shall not exist, unless (a) you provide written notice of suchbreach within thirty (30) days after the event giving rise to Good Reason, (b) the Company doesnot cure or gives you written notice of its intent not to cure within thirty (30) days after receivingyour written notice, and (c) you terminate your employment within sixty (60) days after yourwritten notice and if the Company fails to cure within the thirty (30) day cure period.

Resignation: Effective as of the date of your termination of employment, unless otherwise requested by theCompany in writing, you will, automatically and without further action on your part or any otherperson or entity, resign from all offices, boards of directors (or similar governing bodies) andcommittees of each member of the Company Group. You agree that you will, at the request of theCompany, execute and deliver such documentation as may be required to effect such resignations,and authorize any member of the Company Group to file (or cause to be filed) suchdocumentation, as necessary, with any applicable governmental authority.

Cooperation: In consideration for the promises and payments by the Company pursuant to this Agreement, atthe request of the Company, for a one-year period following your termination of employment forany reason, you agree to cooperate to the fullest extent possible with respect to matters involvingany member of the Company Group about which you have or may have knowledge, includingany such matters which may arise before or after the Term; provided such cooperation shall notunreasonably interfere with any obligations you may have to your current employer at the time.The Company will reimburse you for any reasonable, properly documented out-of-pocketexpenses, including your travel expenses and attorneys’ fees, that you actually incur inconnection with such cooperation.

July 25, 2021Page 7

Weber-Stephen Products LLC

D&O Insurance: So long as you are an officer of the Company or PubCo, you will be covered by the Company’s orPubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with thecoverage received by other officers of the Company and/or PubCo, as applicable. The Companyand/or PubCo, as applicable, shall not amend or modify such insurance following the terminationof your service as an officer unless such amendment or termination affects all directors andofficers in the same manner.

Section 409A: All references in this Agreement to your termination of employment shall mean your separationfrom service within the meaning of Section 409A of the Code and Treasury regulationspromulgated thereunder. This Agreement is intended to comply with Section 409A of the Code oran exemption thereunder and shall be construed and administered in accordance with Section409A. Any payments under this Agreement that may be excluded from Section 409A either asseparation pay due to an involuntary separation from service or as a short-term deferral shall beexcluded from Section 409A to the maximum extent possible. In the event the terms of thisAgreement would subject you to the imposition of taxes and penalties under Section 409A (“409APenalties”), the Company and you shall cooperate diligently to amend the terms of this Agreementto avoid such 409A Penalties, to the extent possible; provided that, for the avoidance of doubt, youshall be solely liable for any 409A Penalties incurred by you. To the extent that any amountspayable in installments under this Agreement are reasonably determined to be nonqualifieddeferred compensation within the meaning of Section 409A of the Code, then each suchinstallment shall be treated as a right to receive a series of separate payments and, accordingly,each such installment payment shall at all times be considered a separate and distinct payment aspermitted under Section 409A of the Code.

Notwithstanding any other provision in this Agreement, if as of the date on which youremployment terminates, you are a “specified employee” as determined by the Company, then withrespect to any amount payable or benefit provided under this Agreement or otherwise that theCompany reasonably determines would be nonqualified deferred compensation within the meaningof Section 409A of the Code and that under the terms of this Agreement would be payable prior tothe six-month anniversary of your effective date of termination, then if required in order to avoidany penalties under Section 409A of the Code, such payment or benefit shall be delayed until theearlier to occur of (a) the first payroll date following the six-month anniversary of such terminationdate and (b) the date of your death.

With respect to any reimbursements under this Agreement, such reimbursement shall be made onor before the last day of your taxable year following the taxable year in which you incurred theexpense. The amount of any expenses eligible for reimbursement or the amount of any in-kindbenefits provided, as the case may be, under this Agreement during any calendar year shall notaffect the amount of expenses eligible for reimbursement or the amount of any in-kind benefitsprovided during any other calendar year. The right to reimbursement or to any in-kind benefitpursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

You acknowledge and agree that notwithstanding any provision of this Agreement, the Companyand its affiliates are not providing you with any tax advice with respect to Section 409A of theCode or otherwise and are not making any guarantees or other assurances of any kind to you withrespect to the tax consequences or treatment of any amounts paid or payable to you under thisAgreement.

2. You acknowledge and agree that you will continue to be subject to the covenants set forth in the Covenant Agreementbetween you and the Company, executed as of January 18, 2019 (the “Covenant Agreement”). Notwithstanding any provision in thisAgreement, the Covenant Agreement or otherwise to the contrary, nothing in this Agreement, the Covenant Agreement or otherwiseprecludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, not

precludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, nototherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) orany other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organizationregarding possible legal violations, without disclosure to the Company, or (B) disclose information which is required to be disclosedby applicable law, regulation, or order or requirement (including without limitation, by deposition, interrogatory, requests for

July 25, 2021Page 8

Weber-Stephen Products LLC

documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any GovernmentAgency or self-regulatory organizations, provided that you provide the Company with prior notice of the contemplated disclosureand cooperate with the Company in seeking a protective order or other appropriate protection of such information. The Companymay not retaliate against you for any of these activities.

3. You represent that your performance of all of the terms of this Agreement and the performance of the services for theCompany Group do not and will not breach or conflict with any agreement with a third party, including an agreement not to competeor to keep in confidence any proprietary information of another entity acquired by you in confidence or in trust prior to the date ofthis Agreement. You agree that you will not enter into any agreement that conflicts with this Agreement at any time prior to the IPOClosing Date or during the term of your employment with the Company.

4. If any dispute or controversy arises under or in connection with this Agreement, the Covenant Agreement, or youremployment by the Company and such dispute or controversy is not resolved within a commercially reasonable time not to exceedsixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutralarbitrator in Chicago, Illinois in accordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) then in effect, in accordance with this Section 4, except as otherwise prohibited by anynonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret andenforce this Agreement and the Covenant Agreement in accordance with their express terms, and otherwise in accordance with thegoverning law as set forth in Section 5. Judgment may be entered on the arbitration award in any court having jurisdiction, provided,however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to preventany continuation of any violation of the provisions of this Agreement and you hereby consent that such restraining order orinjunction may be granted without requiring the Company to post a bond. Unless the parties otherwise agree, only individuals whoare on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. The Company shall pay alladministrative fees, and the fees and expenses of the arbitrator, to the extent that such fees and expenses exceed the amount of anycourt filing fees that you would have incurred in order to file a claim in court. In the event action is brought pursuant to this Section4, the arbitrator shall be permitted to award fees and costs to the prevailing party, in accordance with applicable law, but shall nothave the power to award damages in excess of actual damages, including legal fees and expenses, and shall not multiply actualdamages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. If in the opinion of thearbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. BOTH YOU AND THECOMPANY EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL.

5. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, andotherwise in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of law orchoice of law of the State of Illinois, or any other jurisdiction, and where applicable, the laws of the United States.

6. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain in full force and effect.

July 25, 2021Page 9

Weber-Stephen Products LLC

7. The terms of this Agreement and the Covenant Agreement are intended by the parties to be the final expression oftheir agreement with respect to your employment by the Company and supersede, effective as of the IPO Closing Date, all priorunderstandings and agreements with respect to your employment by the Company, whether written or oral, including the terms ofthe employment term sheet between you and the Company executed as of January 18, 2019 and amended on September 11, 2020.For the avoidance of doubt, if the IPO Closing Date does not occur, this Agreement will be void abinitio.

8. The parties intend that this Agreement shall constitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.

9. By signing this Agreement, you acknowledge that the terms of this Agreement are confidential and may not bedisclosed in any manner or form to any party, other than as required by applicable law, as necessary to enforce the terms of thisAgreement or to your spouse, attorney and/or tax advisor (if any), without the prior written approval of the Company. You furtheracknowledge that you will be bound by the terms and conditions contained in the Company’s employee handbook, as it may beamended from time to time to the extent not inconsistent with this Agreement and will, upon request of the Company, sign a copythereof from time to time.

10. The rights and benefits under this Agreement are personal to you and such rights and benefits shall not be subject toassignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to your estate or any of yourbeneficiaries upon your death. The Company may assign this Agreement to any affiliate or subsidiary at any time and shall requireany entity which at any time becomes a successor, whether by merger, purchase, or otherwise, or otherwise acquires all orsubstantially all of the assets, membership interests or business of the Company, to expressly assume this Agreement.

11. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all ofwhich together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

12. You may resign at any time for any reason on thirty (30) days written notice to the Company (though the Companymay elect to waive all or a portion of such notice period), and such resignation shall not be considered a breach of this Agreement.The Company’s termination of your employment shall not be considered a breach of this Agreement. Nothing contained herein shalllimit your or the Company Group’s remedies, however, for breach of this Agreement, the Covenant Agreement or any otheragreement between you and the Company Group, including the agreements relating to the Prior Equity Interests.

Signaturepagefollows.

July 25, 2021Page 10

Weber-Stephen Products LLC

Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding andacceptance of the terms set forth herein.

Sincerely,

WEBER-STEPHEN PRODUCTSLLC

By: /s/ William HortonName: William HortonPosition: Chief Financial Officer

Agreed to and Accepted:

/s/ Michael JacobsMichael Jacobs

Date: July 26, 2021

July 25, 2021Page 11

Weber-Stephen Products LLC

EXHIBIT A

[The language in this Release may change based on legal developments and evolving best practices; this form is provided as anexample of what will be included in the final Release document.]

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, Michael Jacobs (“Executive”), forhimself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, trusts for his benefit and all otherpersons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Weber-Stephen Products LLC (the “Company”), Weber Inc. and their respective subsidiaries, parents, affiliates, related organizations, andequity holders, and their respective affiliates (including trustees and beneficiaries of trusts that are direct and indirect equity holders),employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”) from, anddoes fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have, or mightclaim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability, actions,charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, and anyaction arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal,state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981),the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor Relations Act,the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, theRehabilitation Act of 1973, the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the discrimination oremployment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and allclaims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Companyor the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things,that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights forcompensation, benefits, indemnification and any other surviving rights now existing under the Employment Letter between theCompany and Executive dated as of July 25, 2021 (the “Employment Letter”), the organizational documents of the Company orWeber-Stephen Management Pool LLC (“Management Pool”) or any other agreement providing for indemnification regardless ofwhen any claim is filed, (b) any claims or rights under directors and officers liability insurance, or (c) any claims or rights accruingto any Releaser in its capacity as an equityholder of the Company or Management Pool.

2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to theright to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s rightto any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims onExecutive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against theReleasees with any government agency or any court.

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and releaselanguage. If Executive violates this General Release by suing Releasees, other than as set forth in Section 1 hereof, Executive shallbe liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit.Executive represents and warrants that he has not assigned or transferred, in any manner, including by subrogation or operation oflaw, any portion of any claim, action, complaint, charge or suit encompassed by the releases set forth in this General Release.

4. Executive acknowledges and recites that:

(a) Executive has executed this General Release knowingly and voluntarily;

(b) Executive has read and understands this General Release in its entirety;

(c) Executive has been advised and directed orally and in writing (and this subsection (c) constitutes such writtendirection) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company,and Executive has had an opportunity to negotiate about the terms of this General Release;

(e) Executive has been given at least twenty-one (21) days to consider this General Release, and if executed priorto the expiration of the twenty-one (21) day period, such execution is knowing and voluntary; and

(f) The additional benefits and other promises that Executive is to receive under the Employment Letter aresufficient consideration for this General Release.

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois,except for the application of pre-emptive Federal law.

6. Any dispute or controversy arising under or in connection with this General Release shall be settled exclusively byarbitration in accordance with the provisions of Section 4 of the Employment Letter.

7. Executive may revoke this General Release within seven (7) calendar days after signing it. To be effective, suchrevocation must be made in writing to the Board of Directors of Weber Inc., with a copy received at [ADDRESS], Attention: [PhilipZadeik]. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7) dayperiod. None of the obligations of the Company under the Employment Letter shall be effective in the event that Executive revokesthis General Release pursuant to this Section 7.

(Signaturepagefollows)

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

Date: _______________________ Executive: _______________________

Exhibit 10.15

Weber-Stephen Products LLC

July 25, 2021

Mary Sagripanti

Dear Mary:

1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment withWeber-Stephen Products LLC, a Delaware limited liability company (the “Company”), following the closing of the initial publicoffering (the “IPO Closing Date”) of Weber Inc., a Delaware corporation that is being formed to be the controlling owner of theCompany (“PubCo”) and will govern your employment with the Company following the IPO Closing Date:

Term: The term of this Agreement will be for the period commencing upon the IPO Closing Date andending on the three (3) year anniversary of the IPO Closing Date; provided, however, that the termwill be extended for successive one-year periods, unless written notice of nonrenewal is given byeither you or the Company at least ninety (90) days prior to any such extension (such initial term,together with any such extension periods, the “Term”).

Position: Chief Marketing Officer of the Company and PubCo.Reporting: You will report directly to the Chief Executive Officer of the Company and PubCo.Commitment: You will be required to devote all of your business time to the business and affairs of the Company,

PubCo and their respective subsidiaries (collectively, the “Company Group”) and to the promotionof their interests. Notwithstanding the foregoing, you may engage in other activities, such aspersonal investments and civic and charitable activities, so long as: (i) such activities do notinterfere with your duties and obligations hereunder and (ii) such activities are disclosed in advanceto the Board of Directors of PubCo (the “Board”). In addition, you shall be permitted to serve as adirector on any other company’s board of directors subject to the prior consent of the Board (whichmay be provided in its sole discretion).

July 25, 2021Page 2

Weber-Stephen Products LLC

Base Salary: During the Term, your base salary will be $400,000 per year and will be payable in accordance withthe Company’s normal payroll practices, less the applicable taxes and elective withholdings. Yourbase salary will be pro-rated for any partial years of employment. Your base salary may be increased,but not decreased, as determined by the Board or the Compensation Committee of the Board (the“Compensation Committee”).

Incentive BonusEligibility:

During the Term, you will be eligible for an annual cash bonus based on such bonus program as maybe established by the Company or PubCo from time to time (the “Bonus Plan”) at the same level asother senior executives of the Company. Under the Bonus Plan, your initial target bonus will be 75%of your base salary, which will be periodically reviewed by the Compensation Committee and may beincreased (but not decreased) from time to time (“Target Bonus”). The actual amount of any bonusunder the Bonus Plan shall be determined based on the achievement of performance criteriaestablished by the Compensation Committee and shall be paid in accordance with the Bonus Plan. Forthe avoidance of doubt, any bonus earned under the Bonus Plan for the 2021 fiscal year will not beprorated.

Except as otherwise provided herein, you will be entitled to receive any earned bonus under theBonus Plan for a fiscal year of the Company if you are employed on the last day of the fiscal year.Any amounts payable under the Bonus Plan for a fiscal year are intended to constitute a short-termdeferral for purposes of Section 409A of the Internal Revenue Code (the “Code”), and will be paid toyou in a lump sum of cash no later than March 15 of the calendar year following the calendar year inwhich the applicable fiscal year ends.

Sign-On Bonus: It is acknowledged that, pursuant to the Prior Term Sheet (as defined below), you were eligible for a$450,000 sign-on bonus in connection with the commencement of your employment with theCompany, $225,000 of which has already been paid. It is agreed that the remaining $225,000 of thesign-on bonus will be paid to you on February 17, 2022, subject to your continued employmentthrough such date.

July 25, 2021Page 3

Weber-Stephen Products LLC

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of the Weber Inc.Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto). Long-term incentiveawards will be granted at the discretion of the Compensation Committee. Your outstanding profitsunits and common units in the Company (as replaced by profits units and common units in WeberHoldCo LLC) shall remain outstanding and subject to their terms and conditions (collectively, your“Prior Equity Interests”). In the event of a Change in Control (as defined in the Omnibus Plan) at atotal equity valuation of less than $4.0 billion in the aggregate in either fiscal year 2021 or 2022, youwill receive a cash payment equal to $424,000.

Benefits: During your employment with the Company, you will be eligible for the Company’s then currentemployee health and welfare benefits programs, retirement programs, and other fringe benefitsmaintained by the Company, to the extent consistent with applicable law and the terms of theapplicable plans and programs, which may include certain plans and programs available to similarlysituated executives of the Company or otherwise applicable to your position from time to time, subjectto all plan terms and eligibility requirements. The benefit plans and programs for which you may beeligible are more fully described in the applicable plan summaries and related documents. TheCompany retains all rights to amend or terminate any such benefit plans and programs, subject to theterms of such employee benefit plans and programs and applicable law, and nothing contained hereinshall obligate the Company to continue any benefit plans or programs in the future.You will be eligible for up to 5 weeks’ vacation, to be accrued in accordance with the Company’svacation accrual policy.

Business Expenses: During the Term, the Company will reimburse you for reasonable business expenses, including travel,entertainment, and other expenses (including a mobile phone and data service) incurred by you in thefurtherance of the performance of your duties hereunder, in accordance with the Company’s expensereimbursement policy as in effect from time to time.

Relocation: You may initially work from a remote office. In the event that you relocate to the Chicago area on afuture date to be mutually agreed by you and the Company in good faith in light of business needs(such date, the “Relocation Date”), the Company will pay or reimburse you for the followingrelocation expenses and costs:

• Up to $20,000 for all reasonable and normal costs incurred in connection with your relocationto the Chicago area, no later than 12 months following the Relocation Date.

• Reasonable and normal costs associated with relocation of your household goods to theChicago area. The Company will not cover the costs of moving any extraordinary items suchas boats, or art but will cover moving up to two automobiles.

• Reasonable and normal costs associated with up to three (3) trips for you and your spouse inorder to find a home in the Chicago area.

• Until the 6 month anniversary of the Relocation Date, the Company shall reimburse you on amonthly basis for reasonable temporary living expenses for you and your family in theChicago area, with such reimbursement not to exceed $5,000 per month.

Note to BDT/Weber: This generally tracks the language from Nikhil’s employment agreement (except that we did not include a clawback since there isnone in Mary’s term sheet) and is generally consistent with what is in Mary’s term sheet (other than the 12-month limit in the first prong).

1

1

July 25, 2021Page 4

Weber-Stephen Products LLC

Termination: (a) Upon your termination of employment for any reason, the Company shall pay to you (i) yourbase salary earned through the date of such termination, (ii) amounts for accrued but unusedvacation days in the year of termination, (iii) any earned but unpaid bonus for any prior completedfiscal year, payable when such payments would otherwise be paid and (iv) any unreimbursedbusiness expenses in accordance with the Company’s reimbursement policy, not later than thirty(30) business days after the customary documentation regarding such expenses has been receivedand only to the extent that such expenses are submitted within one year of your termination(collectively, “Accrued Amounts”).

(b) In the event your employment is terminated during the Term by the Company without Cause(as defined below) or by you for Good Reason (as defined below) or the Company decides not torenew this Agreement, in addition to the Accrued Amounts, you will be entitled to receive (i) salarycontinuation for a period of 12 months, payable in accordance with the Company’s normal payrollcycle, (ii) a lump sum payment equal to your Target Bonus pro-rated based on the number of dayselapsed from the beginning of the applicable fiscal year until your date of termination, less the sumof any other payments from the Company under any other agreement, plan, program or policy in thenature of severance in respect of such termination, payable on or after the date of such terminationand (iii) continued participation in the Company’s group health plan at active employee rates for aperiod of 12 months following the date of termination.Notwithstanding the foregoing, if such termination is within 24 months following a Change inControl (as defined in the Omnibus Plan), your severance will instead be (i) a lump sum paymentequal to the sum of (i) 12 months of your base salary as of the date of the Change in Control, (ii)100% of the greater of (x) the annual bonus you earned under the Bonus Plan for the fiscal year priorto the fiscal year of your termination and (y) your Target Bonus, (iii) continued participation in theCompany’s group health plan at active employee rates for a period of 12 months following the dateof termination and (iv) full vesting of any equity awards then held by you (provided that anyperformance-based equity awards then held by you will vest at “target” level).(c) In the event that your employment is terminated for Cause, other than the amounts specified insubsection (a) above, you will not be entitled to receive any payments under this Agreement.

July 25, 2021Page 5

Weber-Stephen Products LLC

(d) Payment of any amounts pursuant to subsection (b) above is expressly conditioned upon your (i)execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit A(the “Release”), within fifty (50) days of your termination, and the Release becoming effective upon theexpiration of the revocation period (which is 7 days after the Release is executed and returned to theCompany) and (ii) continued compliance with this Agreement and the Covenant Agreement. If an executedRelease is not returned to the Company within fifty (50) days of termination or the Release is revoked byyou, the Company shall be relieved of all obligations to pay you severance under this Agreement. Thepayment described in subsection (b)(ii) will be made on the sixtieth (60th) day following your terminationof employment. Any payments described in subsection (b)(i) that would have been paid from thetermination date through the sixtieth (60 ) day following your termination of employment will be paid in alump sum on the sixtieth (60 ) day following your termination and the remaining installments willcommence as of the next payroll period following the sixtieth (60 ) day following your termination ofemployment. Notwithstanding the foregoing, if such sixty (60) day period spans two calendar years, thenthe foregoing payments shall not commence until the second calendar year. All severance payments shall besubject to legally required tax withholdings and any elective withholdings.

(e) For purposes of this Agreement:“Cause” shall be defined as (i) the commission of a felony or any other crime that is injurious to thebusiness or reputation of any member of the Company Group; (ii) the commission of an act which violatesany member of the Company Group’s policies on discrimination, harassment, and conflicts of interest, orrepeated violation of any other material employment policy; (iii) the commission of any act or omissioninvolving dishonesty, disloyalty or fraud with respect to any member of the Company Group or any of itscustomers or suppliers; (iv) conduct intentionally disparaging any member of the Company Group ortending to bring any member of the Company Group into substantial public disgrace or disrepute; (v)repeated failure to substantially perform your duties for any member of the Company Group as reasonablydirected by the Chief Executive Officer or the Board; or (vi) gross negligence or willful misconduct withrespect to any member of the Company Group, provided, however, that prior to terminating youremployment for Cause under any of the events set forth in clauses (ii) through (vi) above, the Companyshall provide you written notice thereof and if the Board in its reasonable discretion determines that suchactions or conduct are curable by you, then you will be given a reasonable period (as determined by theBoard) to cure any such conduct or actions. To the extent you fail to cure following such notice andopportunity to cure, if an event or action is curable, then no further notice of your termination will berequired.

th

th

th

July 25, 2021Page 6

Weber-Stephen Products LLC

“Good Reason” shall be defined as (i) reduction, without your consent, of your base salary, unlesssubstantially all similarly situated executives also have a similar reduction in their base salary that isnot replaced by other compensation; (ii) reduction, without your consent, of your Target Bonus; (iii)geographic reassignment of your principal location of employment by more than fifty (50) milesfrom the Company’s headquarters in Palatine, Illinois; (iv) a material reduction in your title,position, job duties or responsibilities, other than insubstantial or inadvertent actions not taken inbad faith which are remedied by the Company promptly after receipt of notice thereof from you; or(v) a material breach of the Company of its obligations under this Agreement. Good Reason shallnot exist, unless (a) you provide written notice of such breach within thirty (30) days after the eventgiving rise to Good Reason, (b) the Company does not cure or gives you written notice of its intentnot to cure within thirty (30) days after receiving your written notice, and (c) you terminate youremployment within sixty (60) days after your written notice and if the Company fails to cure withinthe thirty (30) day cure period.

Resignation: Effective as of the date of your termination of employment, unless otherwise requested by theCompany in writing, you will, automatically and without further action on your part or any otherperson or entity, resign from all offices, boards of directors (or similar governing bodies) andcommittees of each member of the Company Group. You agree that you will, at the request of theCompany, execute and deliver such documentation as may be required to effect such resignations,and authorize any member of the Company Group to file (or cause to be filed) such documentation,as necessary, with any applicable governmental authority.

Cooperation: In consideration for the promises and payments by the Company pursuant to this Agreement, at therequest of the Company, for a one-year period following your termination of employment for anyreason, you agree to cooperate to the fullest extent possible with respect to matters involving anymember of the Company Group about which you have or may have knowledge, including any suchmatters which may arise before or after the Term; provided such cooperation shall not unreasonablyinterfere with any obligations you may have to your current employer at the time. The Companywill reimburse you for any reasonable, properly documented out-of-pocket expenses, including yourtravel expenses and attorneys’ fees, that you actually incur in connection with such cooperation.

July 25, 2021Page 7

Weber-Stephen Products LLC

D&O Insurance: So long as you are an officer of the Company or PubCo, you will be covered by the Company’s orPubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with thecoverage received by other officers of the Company and/or PubCo, as applicable. The Companyand/or PubCo, as applicable, shall not amend or modify such insurance following the termination ofyour service as an officer unless such amendment or termination affects all directors and officers inthe same manner.

Section 409A: All references in this Agreement to your termination of employment shall mean your separation fromservice within the meaning of Section 409A of the Code and Treasury regulations promulgatedthereunder. This Agreement is intended to comply with Section 409A of the Code or an exemptionthereunder and shall be construed and administered in accordance with Section 409A. Any paymentsunder this Agreement that may be excluded from Section 409A either as separation pay due to aninvoluntary separation from service or as a short-term deferral shall be excluded from Section 409Ato the maximum extent possible. In the event the terms of this Agreement would subject you to theimposition of taxes and penalties under Section 409A (“409A Penalties”), the Company and you shallcooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extentpossible; provided that, for the avoidance of doubt, you shall be solely liable for any 409A Penaltiesincurred by you. To the extent that any amounts payable in installments under this Agreement arereasonably determined to be nonqualified deferred compensation within the meaning of Section 409Aof the Code, then each such installment shall be treated as a right to receive a series of separatepayments and, accordingly, each such installment payment shall at all times be considered a separateand distinct payment as permitted under Section 409A of the Code.

Notwithstanding any other provision in this Agreement, if as of the date on which your employmentterminates, you are a “specified employee” as determined by the Company, then with respect to anyamount payable or benefit provided under this Agreement or otherwise that the Company reasonablydetermines would be nonqualified deferred compensation within the meaning of Section 409A of theCode and that under the terms of this Agreement would be payable prior to the six-month anniversaryof your effective date of termination, then if required in order to avoid any penalties under Section409A of the Code, such payment or benefit shall be delayed until the earlier to occur of (a) the firstpayroll date following the six-month anniversary of such termination date and (b) the date of yourdeath.

With respect to any reimbursements under this Agreement, such reimbursement shall be made on orbefore the last day of your taxable year following the taxable year in which you incurred the expense.The amount of any expenses eligible for reimbursement or the amount of any in-kind benefitsprovided, as the case may be, under this Agreement during any calendar year shall not affect theamount of expenses eligible for reimbursement or the amount of any in-kind benefits provided duringany other calendar year. The right to reimbursement or to any in-kind benefit pursuant to thisAgreement shall not be subject to liquidation or exchange for any other benefit.

You acknowledge and agree that notwithstanding any provision of this Agreement, the Company andits affiliates are not providing you with any tax advice with respect to Section 409A of the Code orotherwise and are not making any guarantees or other assurances of any kind to you with respect tothe tax consequences or treatment of any amounts paid or payable to you under this Agreement.

2. You acknowledge and agree that you will continue to be subject to the covenants set forth in the Covenant Agreementbetween you and the Company, executed as of February 15, 2021 (the “Covenant Agreement”). Notwithstanding any provision inthis Agreement, the Covenant Agreement or otherwise to the contrary, nothing in this Agreement, the Covenant Agreement orotherwise precludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents,not otherwise protected from disclosure by

July 25, 2021Page 8

Weber-Stephen Products LLC

any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or localgovernmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations,without disclosure to the Company, or (B) disclose information which is required to be disclosed by applicable law, regulation, ororder or requirement (including without limitation, by deposition, interrogatory, requests for documents, subpoena, civilinvestigative demand or similar process) of courts, administrative agencies, the SEC, any Government Agency or self-regulatoryorganizations, provided that you provide the Company with prior notice of the contemplated disclosure and cooperate with theCompany in seeking a protective order or other appropriate protection of such information. The Company may not retaliate againstyou for any of these activities.

3. You represent that your performance of all of the terms of this Agreement and the performance of the services for theCompany Group do not and will not breach or conflict with any agreement with a third party, including an agreement not to competeor to keep in confidence any proprietary information of another entity acquired by you in confidence or in trust prior to the date ofthis Agreement. You agree that you will not enter into any agreement that conflicts with this Agreement at any time prior to the IPOClosing Date or during the term of your employment with the Company.

4. If any dispute or controversy arises under or in connection with this Agreement, the Covenant Agreement, or youremployment by the Company and such dispute or controversy is not resolved within a commercially reasonable time not to exceedsixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutralarbitrator in Chicago, Illinois in accordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) then in effect, in accordance with this Section 4, except as otherwise prohibited by anynonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret andenforce this Agreement and the Covenant Agreement in accordance with their express terms, and otherwise in accordance with thegoverning law as set forth in Section 5. Judgment may be entered on the arbitration award in any court having jurisdiction, provided,however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to preventany continuation of any violation of the provisions of this Agreement and you hereby consent that such restraining order orinjunction may be granted without requiring the Company to post a bond. Unless the parties otherwise agree, only individuals whoare on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. The Company shall pay alladministrative fees, and the fees and expenses of the arbitrator, to the extent that such fees and expenses exceed the amount of anycourt filing fees that you would have incurred in order to file a claim in court. In the event action is brought pursuant to this Section4, the arbitrator shall be permitted to award fees and costs to the prevailing party, in accordance with applicable law, but shall nothave the power to award damages in excess of actual damages, including legal fees and expenses, and shall not multiply actualdamages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. If in the opinion of thearbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. BOTH YOU AND THECOMPANY EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL.

5. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, andotherwise in accordance with the substantive laws of the

July 25, 2021Page 9

Weber-Stephen Products LLC

State of Illinois, without reference to the principles of conflicts of law or choice of law of the State of Illinois, or any otherjurisdiction, and where applicable, the laws of the United States.

6. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain in full force and effect.

7. The terms of this Agreement and the Covenant Agreement are intended by the parties to be the final expression oftheir agreement with respect to your employment by the Company and supersede, effective as of the IPO Closing Date, all priorunderstandings and agreements with respect to your employment by the Company, whether written or oral, including the terms ofthe employment term sheet between you and the Company executed as of February 15, 2021 (the “Prior Term Sheet”). For theavoidance of doubt, if the IPO Closing Date does not occur, this Agreement will be void abinitio.

8. The parties intend that this Agreement shall constitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.

9. By signing this Agreement, you acknowledge that the terms of this Agreement are confidential and may not bedisclosed in any manner or form to any party, other than as required by applicable law, as necessary to enforce the terms of thisAgreement or to your spouse, attorney and/or tax advisor (if any), without the prior written approval of the Company. You furtheracknowledge that you will be bound by the terms and conditions contained in the Company’s employee handbook, as it may beamended from time to time to the extent not inconsistent with this Agreement and will, upon request of the Company, sign a copythereof from time to time.

10. The rights and benefits under this Agreement are personal to you and such rights and benefits shall not be subject toassignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to your estate or any of yourbeneficiaries upon your death. The Company may assign this Agreement to any affiliate or subsidiary at any time and shall requireany entity which at any time becomes a successor, whether by merger, purchase, or otherwise, or otherwise acquires all orsubstantially all of the assets, membership interests or business of the Company, to expressly assume this Agreement.

11. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all ofwhich together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

12. You may resign at any time for any reason on thirty (30) days written notice to the Company (though the Companymay elect to waive all or a portion of such notice period), and such resignation shall not be considered a breach of this Agreement.The Company’s termination of your employment shall not be considered a breach of this Agreement. Nothing contained herein shalllimit your or the Company Group’s remedies, however, for breach of this Agreement, the Covenant Agreement or any otheragreement between you and the Company Group, including the agreements relating to the Prior Equity Interests.

Signaturepagefollows.

July 25, 2021Page 10

Weber-Stephen Products LLC

Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding andacceptance of the terms set forth herein.

Sincerely,

WEBER-STEPHEN PRODUCTSLLC

By: /s/ William HortonName: William HortonPosition: Chief Financial Officer

Agreed to and Accepted:

/s/ Mary SagripantiMary Sagripanti

Date: July 25, 2021

July 25, 2021Page 11

Weber-Stephen Products LLC

EXHIBIT A

[The language in this Release may change based on legal developments and evolving best practices; this form is provided as anexample of what will be included in the final Release document.]

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, Mary Sagripanti (“Executive”), forherself, her spouse, heirs, administrators, children, representatives, executors, successors, assigns, trusts for her benefit and all otherpersons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Weber-Stephen Products LLC (the “Company”), Weber Inc. and their respective subsidiaries, parents, affiliates, related organizations, andequity holders, and their respective affiliates (including trustees and beneficiaries of trusts that are direct and indirect equity holders),employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”) from, anddoes fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have, or mightclaim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability, actions,charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, and anyaction arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal,state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981),the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor Relations Act,the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, theRehabilitation Act of 1973, the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the discrimination oremployment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and allclaims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Companyor the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things,that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights forcompensation, benefits, indemnification and any other surviving rights now existing under the Employment Letter between theCompany and Executive dated as of July 25, 2021 (the “Employment Letter”), the organizational documents of the Company orWeber-Stephen Management Pool LLC (“Management Pool”) or any other agreement providing for indemnification regardless ofwhen any claim is filed, (b) any claims or rights under directors and officers liability insurance, or (c) any claims or rights accruingto any Releaser in its capacity as an equityholder of the Company or Management Pool.

2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to theright to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s rightto any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims onExecutive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against theReleasees with any government agency or any court.

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and releaselanguage. If Executive violates this General Release by suing Releasees, other than as set forth in Section 1 hereof, Executive shallbe liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit.Executive represents and warrants that she has not assigned or transferred, in any manner, including by subrogation or operation oflaw, any portion of any claim, action, complaint, charge or suit encompassed by the releases set forth in this General Release.

4. Executive acknowledges and recites that:

(a) Executive has executed this General Release knowingly and voluntarily;

(b) Executive has read and understands this General Release in its entirety;

(c) Executive has been advised and directed orally and in writing (and this subsection (c) constitutes such writtendirection) to seek legal counsel and any other advice she wishes with respect to the terms of this General Release before executing it;

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company,and Executive has had an opportunity to negotiate about the terms of this General Release;

(e) Executive has been given at least twenty-one (21) days to consider this General Release, and if executed priorto the expiration of the twenty-one (21) day period, such execution is knowing and voluntary; and

(f) The additional benefits and other promises that Executive is to receive under the Employment Letter aresufficient consideration for this General Release.

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois,except for the application of pre-emptive Federal law.

6. Any dispute or controversy arising under or in connection with this General Release shall be settled exclusively byarbitration in accordance with the provisions of Section 4 of the Employment Letter.

7. Executive may revoke this General Release within seven (7) calendar days after signing it. To be effective, suchrevocation must be made in writing to the Board of Directors of Weber Inc., with a copy received at [ADDRESS], Attention: [PhilipZadeik]. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7) dayperiod. None of the obligations of the Company under the Employment Letter shall be effective in the event that Executive revokesthis General Release pursuant to this Section 7.

(Signaturepagefollows)

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

Date: _______________________ Executive: _______________________

Exhibit 10.16

Weber-Stephen Products LLC

December 1, 2021

Beau Warren

Dear Beau:

1. This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment withWeber-Stephen Products LLC, a Delaware limited liability company (the “Company”), following the date hereof and will governyour employment with the Company following the date hereof:

Term: The term of this Agreement will be for the period commencing upon the date hereof and endingon the three (3) year anniversary of the date hereof; provided, however, that the term will beextended for successive one-year periods, unless written notice of nonrenewal is given by eitheryou or the Company at least ninety (90) days prior to any such extension (such initial term,together with any such extension periods, the “Term”).

Position: President of Weber Americas of the Company and Weber Inc., a Delaware corporation(“PubCo”).

Reporting: You will report directly to the Chief Executive Officer of the Company and PubCo.Commitment: You will be required to devote all of your business time to the business and affairs of the

Company, PubCo and their respective subsidiaries (collectively, the “Company Group”) and tothe promotion of their interests. Notwithstanding the foregoing, you may engage in otheractivities, such as personal investments and civic and charitable activities, so long as: (i) suchactivities do not interfere with your duties and obligations hereunder and (ii) such activities aredisclosed in advance to the Board of Directors of PubCo (the “Board”). In addition, you shall bepermitted to serve as a director on any other company’s board of directors subject to the priorconsent of the Board (which may be provided in its sole discretion).

December 1, 2021Page 2

Weber-Stephen Products LLC

Base Salary: During the Term, your base salary will be $425,000 per year and will be payable in accordancewith the Company’s normal payroll practices, less the applicable taxes and elective withholdings.Your base salary will be pro-rated for any partial years of employment. Your base salary may beincreased, but not decreased, as determined by the Board or the Compensation Committee of theBoard (the “Compensation Committee”).

Incentive Bonus Eligibility: During the Term, you will be eligible for an annual bonus based on such bonus program as may beestablished by the Company or PubCo from time to time (the “Bonus Plan”) at the same level asother senior executives of the Company. Under the Bonus Plan, your initial target bonus will be75% of your base salary (prorated for the 2022 fiscal year based on your December 1, 2021appointment date), which will be periodically reviewed by the Compensation Committee and maybe increased (but not decreased) from time to time (“Target Bonus”). The actual amount of anybonus under the Bonus Plan shall be determined based on the achievement of performance criteriaestablished by the Compensation Committee and shall be paid in accordance with the Bonus Plan.

Any amounts payable under the Bonus Plan for a fiscal year will be paid to you on terms consistentwith those applicable to similarly situated executives of the Company (which may include payingsuch amounts in a combination of cash and stock (or other equity-based compensation)).

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of the Weber Inc.Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto). Long-termincentive awards will be granted at the discretion of the Compensation Committee.

Benefits: During your employment with the Company, you will be eligible for the Company’s then currentemployee health and welfare benefits programs, retirement programs, and other fringe benefitsmaintained by the Company, to the extent consistent with applicable law and the terms of theapplicable plans and programs, which may include certain plans and programs available to similarlysituated executives of the Company or otherwise applicable to your position from time to time,subject to all plan terms and eligibility requirements. The benefit plans and programs for which youmay be eligible are more fully described in the applicable plan summaries and related documents.The Company retains all rights to amend or terminate any such benefit plans and programs, subjectto the terms of such employee benefit plans and programs and applicable law, and nothingcontained herein shall obligate the Company to continue any benefit plans or programs in thefuture.

December 1, 2021Page 3

Weber-Stephen Products LLC

You will be eligible for up to 5 weeks’ vacation, to be accrued in accordance with the Company’svacation accrual policy.

Business Expenses: During the Term, the Company will reimburse you for reasonable business expenses, includingtravel, entertainment, and other expenses (including a mobile phone and data service) incurred byyou in the furtherance of the performance of your duties hereunder, in accordance with theCompany’s expense reimbursement policy as in effect from time to time.

Termination: (a) Upon your termination of employment for any reason, the Company shall pay to you (i)your base salary earned through the date of such termination, (ii) amounts for accrued but unusedvacation days in the year of termination, (iii) any earned but unpaid bonus for any priorcompleted fiscal year, payable when such payments would otherwise be paid and (iv) anyunreimbursed business expenses in accordance with the Company’s reimbursement policy, notlater than thirty (30) business days after the customary documentation regarding such expenseshas been received and only to the extent that such expenses are submitted within one year of yourtermination (collectively, “Accrued Amounts”).

(b) In the event your employment is terminated during the Term by the Company without Cause(as defined below) or by you for Good Reason (as defined below) or the Company decides not torenew this Agreement, in addition to the Accrued Amounts, you will be entitled to receive (i)salary continuation for a period of 12 months, payable in accordance with the Company’s normalpayroll cycle, (ii) a lump sum payment equal to your Target Bonus pro-rated based on the numberof days elapsed from the beginning of the applicable fiscal year until your date of termination,less the sum of any other payments from the Company under any other agreement, plan, programor policy in the nature of severance in respect of such termination, payable on or after the date ofsuch termination and (iii) continued participation in the Company’s group health plan at activeemployee rates for a period of 12 months following the date of termination.

December 1, 2021Page 4

Weber-Stephen Products LLC

Notwithstanding the foregoing, if such termination is within 24 months following a Change in Control (asdefined in the Omnibus Plan), your severance will instead be (i) a lump sum payment equal to the sum of(i) 12 months of your base salary as of the date of the Change in Control, (ii) 100% of the greater of (x)the annual bonus you earned under the Bonus Plan for the fiscal year prior to the fiscal year of yourtermination and (y) your Target Bonus, (iii) continued participation in the Company’s group health planat active employee rates for a period of 12 months following the date of termination and (iv) full vestingof any equity awards then held by you (provided that any performance-based equity awards then held byyou will vest at “target” level).(c) In the event that your employment is terminated for Cause, other than the amounts specified insubsection (a) above, you will not be entitled to receive any payments under this Agreement.(d) Payment of any amounts pursuant to subsection (b) above is expressly conditioned upon your (i)execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit A(the “Release”), within fifty (50) days of your termination, and the Release becoming effective upon theexpiration of the revocation period (which is 7 days after the Release is executed and returned to theCompany) and (ii) continued compliance with this Agreement and the Covenant Agreement. If anexecuted Release is not returned to the Company within fifty (50) days of termination or the Release isrevoked by you, the Company shall be relieved of all obligations to pay you severance under thisAgreement. The payment described in subsection (b)(ii) will be made on the sixtieth (60th) dayfollowing your termination of employment. Any payments described in subsection (b)(i) that would havebeen paid from the termination date through the sixtieth (60 ) day following your termination ofemployment will be paid in a lump sum on the sixtieth (60 ) day following your termination and theremaining installments will commence as of the next payroll period following the sixtieth (60 ) dayfollowing your termination of employment. Notwithstanding the foregoing, if such sixty (60) day periodspans two calendar years, then the foregoing payments shall not commence until the second calendaryear. All severance payments shall be subject to legally required tax withholdings and any electivewithholdings.

(e) For purposes of this Agreement:

th

th

th

December 1, 2021Page 5

Weber-Stephen Products LLC

“Cause” shall be defined as (i) the commission of a felony or any other crime that is injurious to thebusiness or reputation of any member of the Company Group; (ii) the commission of an act whichviolates any member of the Company Group’s policies on discrimination, harassment, and conflicts ofinterest, or repeated violation of any other material employment policy; (iii) the commission of any actor omission involving dishonesty, disloyalty or fraud with respect to any member of the CompanyGroup or any of its customers or suppliers; (iv) conduct intentionally disparaging any member of theCompany Group or tending to bring any member of the Company Group into substantial public disgraceor disrepute; (v) repeated failure to substantially perform your duties for any member of the CompanyGroup as reasonably directed by the Chief Executive Officer or the Board; or (vi) gross negligence orwillful misconduct with respect to any member of the Company Group, provided, however, that prior toterminating your employment for Cause under any of the events set forth in clauses (ii) through (vi)above, the Company shall provide you written notice thereof and if the Board in its reasonable discretiondetermines that such actions or conduct are curable by you, then you will be given a reasonable period(as determined by the Board) to cure any such conduct or actions. To the extent you fail to curefollowing such notice and opportunity to cure, if an event or action is curable, then no further notice ofyour termination will be required.

“Good Reason” shall be defined as (i) reduction, without your consent, of your base salary, unlesssubstantially all similarly situated executives also have a similar reduction in their base salary that is notreplaced by other compensation; (ii) reduction, without your consent, of your Target Bonus; (iii)geographic reassignment of your principal location of employment by more than fifty (50) miles fromthe Company’s headquarters in Palatine, Illinois; (iv) a material reduction in your title, position, jobduties or responsibilities, other than insubstantial or inadvertent actions not taken in bad faith which areremedied by the Company promptly after receipt of notice thereof from you; or (v) a material breach ofthe Company of its obligations under this Agreement. Good Reason shall not exist, unless (a) youprovide written notice of such breach within thirty (30) days after the event giving rise to Good Reason,(b) the Company does not cure or gives you written notice of its intent not to cure within thirty (30) daysafter receiving your written notice, and (c) you terminate your employment within sixty (60) days afteryour written notice and if the Company fails to cure within the thirty (30) day cure period.

December 1, 2021Page 6

Weber-Stephen Products LLC

Resignation: Effective as of the date of your termination of employment, unless otherwise requested by theCompany in writing, you will, automatically and without further action on your part or any otherperson or entity, resign from all offices, boards of directors (or similar governing bodies) andcommittees of each member of the Company Group. You agree that you will, at the request of theCompany, execute and deliver such documentation as may be required to effect such resignations,and authorize any member of the Company Group to file (or cause to be filed) suchdocumentation, as necessary, with any applicable governmental authority.

Cooperation: In consideration for the promises and payments by the Company pursuant to this Agreement, atthe request of the Company, for a one-year period following your termination of employment forany reason, you agree to cooperate to the fullest extent possible with respect to matters involvingany member of the Company Group about which you have or may have knowledge, includingany such matters which may arise before or after the Term; provided such cooperation shall notunreasonably interfere with any obligations you may have to your current employer at the time.The Company will reimburse you for any reasonable, properly documented out-of-pocketexpenses, including your travel expenses and attorneys’ fees, that you actually incur inconnection with such cooperation.

December 1, 2021Page 7

Weber-Stephen Products LLC

D&O Insurance: So long as you are an officer of the Company or PubCo, you will be covered by the Company’s orPubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with thecoverage received by other officers of the Company and/or PubCo, as applicable. The Companyand/or PubCo, as applicable, shall not amend or modify such insurance following the terminationof your service as an officer unless such amendment or termination affects all directors andofficers in the same manner.

Section 409A: All references in this Agreement to your termination of employment shall mean your separationfrom service within the meaning of Section 409A of the Internal Revenue Code (the “Code”) andTreasury regulations promulgated thereunder. This Agreement is intended to comply with Section409A of the Code or an exemption thereunder and shall be construed and administered inaccordance with Section 409A. Any payments under this Agreement that may be excluded fromSection 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. In the eventthe terms of this Agreement would subject you to the imposition of taxes and penalties underSection 409A (“409A Penalties”), the Company and you shall cooperate diligently to amend theterms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that, for theavoidance of doubt, you shall be solely liable for any 409A Penalties incurred by you. To theextent that any amounts payable in installments under this Agreement are reasonably determined tobe nonqualified deferred compensation within the meaning of Section 409A of the Code, then eachsuch installment shall be treated as a right to receive a series of separate payments and,accordingly, each such installment payment shall at all times be considered a separate and distinctpayment as permitted under Section 409A of the Code.

Notwithstanding any other provision in this Agreement, if as of the date on which youremployment terminates, you are a “specified employee” as determined by the Company, then withrespect to any amount payable or benefit provided under this Agreement or otherwise that theCompany reasonably determines would be nonqualified deferred compensation within the meaningof Section 409A of the Code and that under the terms of this Agreement would be payable prior tothe six-month anniversary of your effective date of termination, then if required in order to avoidany penalties under Section 409A of the Code, such payment or benefit shall be delayed until theearlier to occur of (a) the first payroll date following the six-month anniversary of such terminationdate and (b) the date of your death.

With respect to any reimbursements under this Agreement, such reimbursement shall be made onor before the last day of your taxable year following the taxable year in which you incurred theexpense. The amount of any expenses eligible for reimbursement or the amount of any in-kindbenefits provided, as the case may be, under this Agreement during any calendar year shall notaffect the amount of expenses eligible for reimbursement or the amount of any in-kind benefitsprovided during any other calendar year. The right to reimbursement or to any in-kind benefitpursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

You acknowledge and agree that notwithstanding any provision of this Agreement, the Companyand its affiliates are not providing you with any tax advice with respect to Section 409A of theCode or otherwise and are not making any guarantees or other assurances of any kind to you withrespect to the tax consequences or treatment of any amounts paid or payable to you under thisAgreement.

2. This Agreement is contingent on your execution and delivery of the Covenant Agreement attached hereto as ExhibitB (the “Covenant Agreement”). Your failure to satisfy this

December 1, 2021Page 8

Weber-Stephen Products LLC

condition will make this Agreement null and void and you will not be entitled to receive any amounts or benefits hereunder. TheCovenant Agreement will apply in addition to any restrictive covenant agreements previously entered into between you and theCompany or any of its affiliates.

3. You represent that your performance of all of the terms of this Agreement and the performance of the services for theCompany Group do not and will not breach or conflict with any agreement with a third party, including an agreement not to competeor to keep in confidence any proprietary information of another entity acquired by you in confidence or in trust prior to the date ofthis Agreement. You agree that you will not enter into any agreement that conflicts with this Agreement at any time during the termof your employment with the Company.

4. If any dispute or controversy arises under or in connection with this Agreement, the Covenant Agreement, or youremployment by the Company and such dispute or controversy is not resolved within a commercially reasonable time not to exceedsixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutralarbitrator in Chicago, Illinois in accordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) then in effect, in accordance with this Section 4, except as otherwise prohibited by anynonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret andenforce this Agreement and the Covenant Agreement in accordance with their express terms, and otherwise in accordance with thegoverning law as set forth in Section 5. Judgment may be entered on the arbitration award in any court having jurisdiction, provided,however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to preventany continuation of any violation of the provisions of this Agreement and you hereby consent that such restraining order orinjunction may be granted without requiring the Company to post a bond. Unless the parties otherwise agree, only individuals whoare on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction. The Company shall pay alladministrative fees, and the fees and expenses of the arbitrator, to the extent that such fees and expenses exceed the amount of anycourt filing fees that you would have incurred in order to file a claim in court. In the event action is brought pursuant to this Section4, the arbitrator shall be permitted to award fees and costs to the prevailing party, in accordance with applicable law, but shall nothave the power to award damages in excess of actual damages, including legal fees and expenses, and shall not multiply actualdamages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. If in the opinion of thearbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. BOTH YOU AND THECOMPANY EXPRESSLY WAIVE THEIR RIGHT TO A JURY TRIAL.

5. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, andotherwise in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of law orchoice of law of the State of Illinois, or any other jurisdiction, and where applicable, the laws of the United States.

6. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain in full force and effect.

December 1, 2021Page 9

Weber-Stephen Products LLC

7. The terms of this Agreement and the Covenant Agreement are intended by the parties to be the final expression oftheir agreement with respect to your employment by the Company and supersede, effective as of the date hereof, all priorunderstandings and agreements with respect to your employment by the Company, whether written or oral, including the terms ofthe employment term sheet between you and the Company executed as of November 15, 2018.

8. The parties intend that this Agreement shall constitute the complete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.

9. By signing this Agreement, you acknowledge that the terms of this Agreement are confidential and may not bedisclosed in any manner or form to any party, other than as required by applicable law, as necessary to enforce the terms of thisAgreement or to your spouse, attorney and/or tax advisor (if any), without the prior written approval of the Company. You furtheracknowledge that you will be bound by the terms and conditions contained in the Company’s employee handbook, as it may beamended from time to time to the extent not inconsistent with this Agreement and will, upon request of the Company, sign a copythereof from time to time.

10. The rights and benefits under this Agreement are personal to you and such rights and benefits shall not be subject toassignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to your estate or any of yourbeneficiaries upon your death. The Company may assign this Agreement to any affiliate or subsidiary at any time and shall requireany entity which at any time becomes a successor, whether by merger, purchase, or otherwise, or otherwise acquires all orsubstantially all of the assets, membership interests or business of the Company, to expressly assume this Agreement.

11. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all ofwhich together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

12. You may resign at any time for any reason on thirty (30) days written notice to the Company (though the Companymay elect to waive all or a portion of such notice period), and such resignation shall not be considered a breach of this Agreement.The Company’s termination of your employment shall not be considered a breach of this Agreement. Nothing contained herein shalllimit your or the Company Group’s remedies, however, for breach of this Agreement, the Covenant Agreement or any otheragreement between you and the Company Group.

Signaturepagefollows.

December 1, 2021Page 10

Weber-Stephen Products LLC

Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding andacceptance of the terms set forth herein.

Sincerely,

WEBER-STEPHEN PRODUCTSLLC

By:Name:Position:

Agreed to and Accepted:Beau Warren

December 1, 2021Page 11

Weber-Stephen Products LLC

EXHIBIT A

[The language in this Release may change based on legal developments and evolving best practices; this form is provided as anexample of what will be included in the final Release document.]

GENERAL RELEASE OF ALL CLAIMS

1. For valuable consideration, the adequacy of which is hereby acknowledged, Beau Warren (“Executive”), for himself,his spouse, heirs, administrators, children, representatives, executors, successors, assigns, trusts for his benefit and all other personsclaiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Weber-StephenProducts LLC (the “Company”), Weber Inc. and their respective subsidiaries, parents, affiliates, related organizations, and equityholders, and their respective affiliates (including trustees and beneficiaries of trusts that are direct and indirect equity holders),employees, officers, directors, attorneys, successors, and assigns or each of the foregoing (collectively, the “Releasees”) from, anddoes fully waive any obligations or liabilities of Releasees to Releasers of any kind and nature that Releasers had, have, or mightclaim to have against Releasees at the time Executive executes this General Release for or in respect of any and all liability, actions,charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses, and anyaction arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal,state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981),the Equal Pay Act, Employee Retirement Income Security Act, Family and Medical Leave Act, the National Labor Relations Act,the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, theRehabilitation Act of 1973, the Illinois Human Rights Act, the City of Chicago Human Rights Ordinance or the discrimination oremployment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claimexisted with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and allclaims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Companyor the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things,that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights thatmay arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights forcompensation, benefits, indemnification and any other surviving rights now existing under the Employment Letter between theCompany and Executive dated as of December 1, 2021 (the “Employment Letter”) or any other agreement providing forindemnification regardless of when any claim is filed or (b) any claims or rights under directors and officers liability insurance.

2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to theright to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s rightto any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims onExecutive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against theReleasees with any government agency or any court.

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and releaselanguage. If Executive violates this General

Release by suing Releasees, other than as set forth in Section 1 hereof, Executive shall be liable to the Company for its reasonableattorneys’ fees and other litigation costs incurred in defending against such a suit. Executive represents and warrants that he has notassigned or transferred, in any manner, including by subrogation or operation of law, any portion of any claim, action, complaint,charge or suit encompassed by the releases set forth in this General Release.

4. Executive acknowledges and recites that:

(a) Executive has executed this General Release knowingly and voluntarily;

(b) Executive has read and understands this General Release in its entirety;

(c) Executive has been advised and directed orally and in writing (and this subsection (c) constitutes such writtendirection) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company,and Executive has had an opportunity to negotiate about the terms of this General Release;

(e) Executive has been given at least twenty-one (21) days to consider this General Release, and if executed priorto the expiration of the twenty-one (21) day period, such execution is knowing and voluntary; and

(f) The additional benefits and other promises that Executive is to receive under the Employment Letter aresufficient consideration for this General Release.

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois,except for the application of pre-emptive Federal law.

6. Any dispute or controversy arising under or in connection with this General Release shall be settled exclusively byarbitration in accordance with the provisions of Section 4 of the Employment Letter.

7. Executive may revoke this General Release within seven (7) calendar days after signing it. To be effective, suchrevocation must be made in writing to the Board of Directors of Weber Inc., with a copy received at [ADDRESS], Attention: [PhilipZadeik]. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7) dayperiod. None of the obligations of the Company under the Employment Letter shall be effective in the event that Executive revokesthis General Release pursuant to this Section 7.

(Signaturepagefollows)

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWNCLAIMS.

Date: _______________________ Executive: _______________________

EXHIBIT B

Covenant Agreement

This Covenant Agreement (the “Agreement”), dated as of December 1, 2021, is made by and between Weber-StephenProducts LLC, a Delaware limited liability company (the “Company”) and Beau Warren (the “Employee”). This Agreement isentered into pursuant to the letter agreement dated of even date herewith between the Company and Employee confirming the termsof Employee’s employment with the Company (as amended from time to time, the “Employment Letter”).

1. Nondisclosure of Proprietary Information.

(a) Except in connection with the faithful performance of the Employee’s duties hereunder or pursuant to Section 1(c), theEmployee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate,disclose or publish, or use for the Employee’s benefit or the benefit of any person, firm, corporation or other entity anyconfidential or proprietary information or trade secrets or intellectual property of, from or relating to the Company(including, without limitation, information, documents, techniques or other know-how or materials owned, developed orpossessed by the Company, whether in tangible or intangible form, the terms of this Agreement, any information with respectto the Company’s operations, processes, protocols, products, inventions, business practices, business plan, performance,finances, capital structure, ownership, principals, business partners, investors, clients, personnel, strategic planning, portfolioinvestments and/or companies, service providers, vendors, suppliers, customers, potential customers, marketing methods,costs, prices, purchasing histories, customer requirements, financial reports or data, contractual relationships, regulatorystatus, prospects, and any and all information of any nature relating to the Company and its affiliates) however and wheneverreceived, whether or not prior to or after the date hereof, and whether or not as an employee or member of the Company(collectively, “Proprietary Information”), or deliver to any person, firm, corporation or other entity any document, record,notebook, computer program or similar repository of or containing any such Proprietary Information. Notwithstanding theforegoing, following termination of employment Employee may use such general information and skills as to which theEmployee had rightful access to during the course of his employment that are in intangible form and Employee candemonstrate (i) are retained in the unaided memory of Employee; (ii) have not intentionally been committed to memory forpurpose of reuse and (iii) do not specifically relate to the Business (as defined in Section 2(d) below). The parties herebystipulate and agree that as between them the foregoing matters are important, material and confidential proprietaryinformation and trade secrets and affect the successful conduct of the businesses of the Company (and any successor orassignee of the Company). Notwithstanding the foregoing, Proprietary Information does not include information which (i)becomes publicly available (other than by disclosure or other wrongful act by the Employee), (ii) is contained in a publiclyavailable document, (iii) was known to the Employee before the Employee commenced employment with the Company, (iv)is independently developed by the Employee after the termination of his employment without using any of the ProprietaryInformation, or (v) was contained in the Employee’s personal correspondences, his personal rolodex and documents relatedsolely to his own personal benefits, entitlements and obligations and in no way relate to the Business. The Employeeacknowledges and agrees that it is reasonable and necessary for the Company to take these reasonable steps to maintain theconfidentiality of its Proprietary Information. The Company agrees that after a period of 12 months immediately followingthe end of the Employee’s Employment Period, in the event of the breach of an obligation of the Employee under this Section1(a), the Company shall seek only injunctive relief and/or specific performance to prevent or prohibit such breach and

#95244249v2

shall not seek to recover monetary damages, provided,however, that the foregoing limitation shall not apply if Employeeknowingly breaches an obligation under this Section 1(a), in which case the Company may seek any remedy available to it atlaw or in equity.

(b) Upon termination of the Employee’s employment with the Company for any reason, the Employee will promptly deliver tothe Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financialdocuments, computer disk drives, flash drives, disks, or any other materials concerning the Proprietary Information in his orher possession.

(c) The Employee may respond to a lawful and valid subpoena or other legal process but: (i) shall give the Company the earliestpossible notice thereof, (ii) shall, as much in advance of the return date as possible, make available to the Company and itscounsel the documents and other information sought and (iii) shall assist such counsel at Company’s expense in resisting orotherwise responding to such process.

(d) Nothing in this Agreement shall prohibit the Employee from (i) disclosing information and documents when required by law,subpoena or court order (subject to the requirements of Section 1(c) above), (ii) disclosing information and documents to hisor her attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictionsin this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his or her personalcorrespondence, his or her personal rolodex and documents related to his or her own personal benefits, entitlements andobligations.

(e) Employee acknowledges that the Company has provided him with the following notice of immunity rights in compliancewith the requirements of the Defend Trade Secrets Act: (i) Employee shall not be held criminally or civilly liable under anyFederal or State trade secret law for the disclosure of Proprietary Information that is made in confidence to a Federal, State,or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law,(ii) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure ofProprietary Information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing ismade under seal and (iii) if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation oflaw, he may disclose the Proprietary Information to his attorney and use the Proprietary Information in the court proceeding,if he files any document containing the Proprietary Information under seal, and does not disclose the Proprietary Information,except pursuant to court order.

(f) Employee acknowledges that nothing in this Agreement or otherwise limits Employee’s ability to communicate directly withand provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege tothe Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency orcommission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Companymay not retaliate against Employee for any of these activities, and nothing in this Agreement requires Employee to waive anymonetary award or other payment that Employee might become entitled to from the SEC or any other Government Agency.Further, nothing in this Agreement precludes Employee from filing a charge of discrimination with the Equal EmploymentOpportunity Commission or a like charge or complaint with a state or local fair employment practice agency.

2. Competition; Solicitation; Non-Disparagement.

#95244249v2

(a) Except as otherwise agreed by the Company, the Employee shall not, at any time during the term of his/her employment withthe Company and during the term of any consulting relationship between the Employee and the Company following suchterm (the “Employment Period”) and for a period of 12 months immediately following the end of the Employment Period,directly or indirectly engage in, have any interest in (including, without limitation, through the investment of capital orlending of money or property), or manage, operate or otherwise render any services, which are similar to the services, dutiesor responsibilities that Employee rendered to the Company or in any role which Employee could reasonably be expected touse or disclose Proprietary Information to, any person, firm, corporation, partnership or business (whether on his or her ownor in association with others, as a principal, director, manager, officer, employee, agent, representative, partner, member,security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity) thatengages in any business which competes with the Business or any Other Business (as such terms are defined below) of theCompany in the jurisdictions in which the Company conducts its Business or any Other Business; provided, however, thatnothing herein shall prohibit the Employee from (i) owning, on a passive basis, less than five percent (5%) of any class ofsecurities of an entity engaged in the Business, (ii) acquiring non-controlling ownership of interests in any investment fundthat may directly or indirectly invest in entities engaged in the Business or (iii) engaging in the business of owning oroperating restaurants.

(b) During the Employment Period and for a period of 12 months immediately following the end of the Employment Period,without the prior written consent of the Company, the Employee shall not, directly or indirectly, either for himself or herselfor on behalf of any other Person, (i) recruit or otherwise solicit, encourage or induce any employee, client, customer orinvestor of the Company to terminate his, her or its employment or arrangement with the Company, or otherwise change his,her or its relationship with the Company, (ii) hire or offer employment to, or retain or offer to retain as a consultant oradvisor or in any other capacity (or cause or influence any other person or entity to hire or offer employment to, or retain oroffer to retain as a consultant, advisor or in any other capacity) any person who was employed by the Company in a similarcapacity as they were employed by the Company in a manner which would deprive the Company of the services of theemployee, consultant or advisor, or (iii) cause or seek to cause any customer or investor in the Company to become acustomer or investor in any business or activity (A) that competes with the Business or any Other Business and (B) in whichsuch Employee becomes engaged (directly or indirectly) or otherwise has an interest. Public advertisements and hirings inresponse to such public advertisements shall not be considered to be soliciting in breach of this Agreement.

(c) The Employee shall not, at any time during the Employment Period and for a period of 12 months immediately following theend of the Employment Period, directly or indirectly, either for himself or herself or on behalf of any other person or entity,call upon, solicit, divert, take away or accept business, or attempt to call upon, solicit, divert, take away or accept business (ineach case, of a type the same or similar to the Business as conducted by the Company and in competition with the Business),from any of the persons or entities whose identity he was given access to during his employment by and affiliation with theCompany (including, without limitation, actual or prospective customers and/or investors), wherever located (including,without limitation, by divulging the identities of any such persons to any competitor or potential competitor of the Company).

(d) As used herein, the term “Company” shall include the Company and its direct or indirect subsidiaries and any affiliate whichis involved in the Business. As used in this Section 2 and Section 3, the term “Business” shall consist of the (i) gas, electric,and charcoal grill

#95244249v2

and accessory manufacturing and distribution business of the Company and (ii) ownership, operation or licensing ofrestaurants that specialize in grilled or barbequed foods. As used in this Section 2, the term “Other Business” shall includeother businesses not currently conducted by the Company that the Company engages in during the Employment Period orthat the Company has undertaken material steps towards engaging in during the Employment Period.

(e) The Employee agrees not to: (a) make any negative, unflattering, accusatory, or derogatory remarks about the Company, orany of the Company’s products or practices, or any of the Company’s directors, managers, officers, agents, representatives,partners, members, or equity holders (other than in the normal course of his duties as an employee), either orally or inwriting, at any time, or (ii) following the end of the Employment Period take any action that might reasonably be expected tocause damage or harm (reputational or otherwise) to the Company; provided that the Employee may confer in confidencewith his or her attorney(s) and make truthful statements as required by law.

3. Inventions and Other Works. During the Employment Period, the Employee may either alone or with others, author,create, conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, or assist in theauthoring, creation, conception, development or reduction to practice of documents, materials, designs, drawings, processes,Proprietary Information and other works which relate to the Business or are otherwise capable of being used by the Company or anysuch affiliates (“Works”). The Employee agrees that any and all Works and the related intellectual property and other rights in thoseWorks including, without limitation, inventions, patents, copyrights, mask works, design rights, database rights, trade marks, servicemarks, internet rights/domain names, trade secrets and know-how (whether registered or unregistered and including any applicationsor rights to apply) subsisting anywhere in the world in any and all media now existing or hereafter created (collectively, “Works IPRights”) will belong solely to and be the absolute property of the Company. The Employee agrees that all original works ofauthorship which are made by the Employee (solely or jointly with others) within the scope of and during the Employment Periodand which are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act, and theCompany will have the sole and exclusive right to the copyright therein. The Employee hereby assigns with full title guarantee to theCompany by way of present assignment all Works IP Rights. The Employee hereby irrevocably and unconditionally waives anymoral rights which he or she may have in any Works. The Employee shall immediately disclose to the Company all Works and allWorks IP Rights, and shall immediately on request by the Company (whether during or after the termination of his or herEmployment Period) and at the expense of the Company execute all instruments and do all things necessary for vesting in theCompany (or such other person as the Company may designate) all right, title and interest to and in the Works and Works IP Rightsand as otherwise necessary for giving to the Company the full benefit of this Section 3. Notwithstanding the foregoing, Works andWorks IP Rights does not apply to any invention for which no equipment, supplies, facility, or trade secret information of theCompany was used and which was developed entirely on the Employee's own time, unless (a) the invention relates (i) to theBusiness or Other Business, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) theinvention results from any work performed by the Employee for the Company.

4. Patent and Copyright Registrations. The Employee agrees to assist the Company, or its designee, at the Company’sexpense, in every proper way to secure the Company’s rights in the Works IP Rights in any and all countries, including thedisclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications,oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rightsand in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title andinterest in

#95244249v2

and to such Works IP Rights. The Employee further agrees that his or her obligation to execute or cause to be executed, when it is inhis or her power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company isunable because of his or her mental or physical incapacity or for any other reason to secure his or her signature to apply for or topursue any application for any United States or foreign patents or copyright registrations covering Works IP Rights assigned to theCompany as above, then the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers andagents as his or her agent and attorney in fact, to act for and in his or her behalf and stead to execute and file any such applicationsand to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereonwith the same legal force and effect as if executed by the Employee.

5. Injunctive Relief. It is recognized and acknowledged by the Employee that a breach of the covenants contained in Sections 1,2, 3 and 4 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossibleto ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Employee agrees that in the eventof a breach or threatened breach of any of the covenants contained in Sections 1, 2, 3 and 4, in addition to any other remedy whichmay be available at law or in equity, the Company may apply to a court of competent jurisdiction for injunctive relief and specialperformance to prevent or prohibit such breach, without proof of actual damages. The Employee agrees not to raise as a defense orobjection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award ofmoney damages, and the Employee agrees to waive any requirements for the securing or posting of any bond in connection withsuch remedy.

6. Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any successor to allor substantially all of the business or the assets of the Company (by merger or otherwise), and may assign or encumber thisAgreement and its rights hereunder as security for indebtedness of the Company and its affiliates. This Agreement shall be bindingupon and inure to the benefit of the Company, the Employee and their respective successors, assigns, personnel and legalrepresentatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of the Employee’s rights orobligations may be assigned or transferred by the Employee, other than the Employee’s rights to payments hereunder, which may betransferred only by will or operation of law.

7. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms,and otherwise in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of lawor choice of law of the State of Illinois, or any other jurisdiction, and where applicable, the laws of the United States.

8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, butall of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for allpurposes.

9. Entire Agreement. The terms of this Agreement and the Employment Letter are intended by the parties to be the finalexpression of their agreement with respect to the subject matter hereof and supersede all prior understandings and agreements,whether written or oral; provided, however, that this Agreement will apply in addition to, and not in replacement of, any restrictivecovenant agreements previously entered into between Employee and the Company. The parties further intend that this Agreementshall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced inany judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

10. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing,signed by the Employee and an officer of the Company duly

#95244249v2

authorized by the Board to modify, amend or terminate this Agreement. By an instrument in writing similarly executed, theEmployee or a similarly duly authorized officer of the Company may waive compliance by the other party or parties with anyspecifically identified provision of this Agreement that such other party was or is obligated to comply with or perform; provided,however,that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure toexercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any otherright, remedy, or power provided herein or by law or in equity. Except as otherwise set forth in this Agreement, the respective rightsand obligations of the parties under this Agreement shall survive any termination of the Employee’s employment.

11. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively inaccordance with the provisions of Section 5 of this Agreement and Section 4 of the Employment Letter.

12. Enforcement. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction toexceed the limitations permitted by applicable law, as determined by such court in such action, then the provisions will be deemedreformed to the maximum limitations permitted by applicable law and the parties hereby expressly acknowledge their desire that insuch event such action be taken.If any provision of this Agreement is held to be illegal, invalid or unenforceable during the term ofthis Agreement after application of the first sentence of this Section 12, then such provision shall be fully severable; this Agreementshall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of thisAgreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by theillegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid orunenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal,invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Signaturepagefollows.

#95244249v2

IN WITNESS WHEREOF, the parties have executed this Covenant Agreement on the date and year first above written.

The Company:

Weber-Stephen Products LLCBy: /s/ Chris ScherzingerName: Chris Scherzinger Position: Chief Executive Officer

The Employee:

/s/ Beau WarrenBeau Warren

Date: December 9, 2021

Exhibit 10.17

Employment Agreement between

Weber-Stephen Nordic A/S Danmark filial and

Dr. Steffen Hahn

#95244249v2

This employment agreement (the "Agreement") has per today been entered into between(1) Weber-Stephen Nordic A/S Danmark filial. 516402-9992, Tulegatan 3, 113 58 Stockholm (the "Company"); and

(2) Dr. Steffen Hahn, [ADDRESS] (the "Employee")

The Company and the Employee are together referred to as the "Parties".

1. Commencement date and position

1.1 The employment shall commence on March 1, 2020, and is valid for an indefinite term.

1.2 The  possibility  of  ordinary  termination  of  the  employment  before  the  commencement  of  the  employment  is  excluded.  In  case  theEmployee unlawfully and willfully or negligently fails to commence or to timeously commence service under the employment or if heterminates  the  employment  contrary  to  the  terms  and  conditions  of  the  employment  contract,  the  Employee  agrees  to  pay  to  theCompany a contractual penalty amounting to half  a monthly gross salary. This is  without prejudice to the Company's right to assertclaims for further damage.

1.3 The Employee is employed as a salaried employee and presently holds the position of Senior Vice President. Commercial and Hub LeadSouth.  The  Company  reserves  the  right  to  assign  to the  Employee,  in  consideration  of  Employee's  legitimate  interests,  otherequivalent and reasonable tasks which correspond to the Employee's qualification and skills. The Company also reserves the right tochange the Employee's title at any time during the employment.

1.4 This Agreement supersedes any prior agreement. letter of intent or similar, whether oral or in writing, between the Employee and theCompany or any associated company. For the avoidance of doubt,  the term "associated company" in this  Agreement means a legalentity that, directly or indirectly, controls the Company, or is controlled by the Company or under common control with the Company,irrespective  of  in  which  country  the  entity  is  registered.  This  Agreement  may  only  be  amended  by  an  instrument  in  writing  dulyexecuted by the Parties.

2. General information of the employment

2.1 The employment is full-time, i.e. 40 hours per week, excl. lunch, The position will from time to time require work on additional hours.No compensation will

be paid for any such additional hours, since such work has been taken into account, inter alia, when determiningthe salary level.

1.2 This Agreement is based on mutual loyalty and trust. The Employee shall devote all working hours and care topromote and protect the Company's interests in accordance with his best abilities and the Company's policies andinstructions. The Employee is not allowed to be engaged, directly orindirectly, in any other employment or business (irrespective of whether the business is a competing business ofthe Company or any associated company), or activity (incl. non-profit organizations as well as commercialorganizations). without the prior written consent of the Company. Confirmed assignments for the fiscal year2019/2020 are the Employee's private support as a lecturer to SOS Children Villages and WWF, and theEmployee's attendance to "Best practices in marketing" at the executive leadership forum at the University of St.Gallon at the Employee's own cost. Any amounts that the Employee may earn from such assignments will bedonated in full to SOS Children Villages. The Employee's commitment to said assignments shall not exceed three(3) days in total.

1.3 The Employee shall be based at his private home in Stockholm, Sweden, or at such other location that theCompany requires from time to time.

1.4 The performance of the Employee's duties requires substantial traveling outside Sweden in order to promotethe Company's and the associated companies· interests. No compensation in addition to what is stated in thisAgreement will be paid for travel time and the performance of the Employee's duties.

3. Remuneration

3.1 The  Company  shall  to  the  Employee  pay  a  fixed  monthly  gross  salary  amounting  to  SEK  312.541,  to  be  paid  inarrears before the expiry of each calendar month.

3.2 The salary is subject to annual review and adjustment at the discretion of the Compensation Committee of theBoard of Managers of Weber-Stephen Products LLC.

3.3 The Employee may be entitled to a bonus in accordance with a separate bonus program (Incentive CompensationProgram -AICP) being currently in place. Any eligibility for bonus will be communicated separately to theEmployee. The receipt of bonus or payment under any such program one year shall not create any right orexpectation to any bonus or payment in any subsequent year. The Company and any associated company reservethe right to amend or cancel any bonus program at their own discretion. Bonus does not ground for pensionbenefits.

For Fiscal Year 2020 (October 2019 until End of September 2020) target payout is 60% of the base salary andpayout can range from 0%-200% of the target. depending on company performance and target definition, whichwill be defined in a separate Bonus Letter; Notwithstanding, the bonus will be pro-rated and based on the actualmonth of employment in Fiscal Year 2020 guaranteed at 100% target.

1.4 Even if, in the context of the employment relationship, certain benefits or privileges have been granted severaltimes or if certain processes have been handled in the same way several times, this does not entail anentitlement to such grants or handling in the future.

4. Vacation

4.1 The Employee is entitled to 30 days of vacation for each holiday year, to be taken at such times as agreed withthe Company. Holiday is calculated in accordance with the Company's from time to time applicable vacationpolicy. Upon termination of the employment. the Company shall have the right to deduct from the salary anyvacation taken but not yet earned.

5. Car allowance

The Employee is entitled to a monthly car allowance, which will be an equivalent to the usage of a Mercedes Eclass in a fixed monthly gross amount of 13.395 SEK.The Parties are aware that this benefit is subject to taxation.

6. Expenses

6.1 The Company shall reimburse the Employee for all reasonable travel, hotel and other out-of-pocket expensesincurred in the discharge of the Employee's duties provided that the Employee provides the Company withreceipts or other supportive documentation in accordance with the Company's policy applicable from time totime.

6.2 Expenses drawn on the Company's credit card (it such card is available for the Employe's use) which the Employeehas not accounted for in accordance with the Company's expense reporting policy within two (2) months of thedue date of the credit card company's invoice, may be set off by the Company against the Employee's net salary.

7. Intellectual property rights

7.1 The sole ownership of all rights, including intellectual property rights, to any results and material made, designedor produced by the Employee (alone or jointly with others) at any time during the employment belongsexclusively to the Company. This includes the right for the Company to copy, further develop, or alter, anyresults, material or intellectual property rights, and to license or transfer rights to third parties.

7.2 The Employee agrees that he will (without any additional compensation), at any time during the employmentand for a period of five (5) years after the expiry of the employment, execute any such further documents ordeeds as the Company, at its sole discretion, finds necessary or desirable in order to protect, register, maintainor in any other way to fully enjoy the Company's rights in Section 7.1.

7.3 The Employee agrees that he will not at any time during the employment or thereafter, directly or indirectly,make use of or exploit the Company's material, results or intellectual property rights in Section 7.1, without theprior written consent of the Company.

8. Confidentiality

8.1 The Employee is obliged both during the term of the employment and after its termination to keep any and allbusiness and operational information and affairs of the Company and its associated companies strictly secret vis-a-vis third parties and other employees who are not directly involved in the respective field of activity unless suchinformation or affairs. is/ are generally known. The Employee is obliged to comply with any instructions to keepcertain facts secret. In case of doubt, the Employee has to obtain appropriate instructions from the Companyregarding the confidentiality of certain facts. The Employee is forbidden to pass on or disclose any documents, as awhole or in extracts, in the original or copied, in paper form or on other data carriers including but not limited toelectronic data carriers. This nondisclosure obligation also pertains to information and affairs of the customers ofCompany and its associated companies.

8.2 The Employee is obliged to comply with local applicable provision of Data Protection law as well as GDPR withinEMEA as well as with the internal data protection regulations of the Company in their respective version valid atthe time. Pursuant to the provisions of GDPR, the Employee is forbidden from processing or using personal datawithout appropriate authorization, i.e. these data may only be stored, modified, deleted, blocked or transmittedfor the purpose of lawful performance of the tasks assigned to the Employee

(data secrecy). Any violation of data secrecy may be subject to serious consequences.

6.3 Any documents received or elaborated by the Employee in the context of his work are, become and remainexclusive property of the Company. They must not be used for any purposes other than the purposes of thisemployment relationship. The Employee is also forbidden from making copies or back-up copies of operational orcompany information on the Employee's own data carriers. Upon termination of the employment relationship.upon release of the Employee from the performance of his duties or upon the Company's request, the Employeeis obliged to return to the Company without undue delay all such documents and all other documents relating tothe Company or its associated companies (such as notes. minutes. reports. other correspondence, offers/quotations or orders) and all data carriers and data and copies thereof as well as all items (incl. all work relatedequipment) made available to the Employee in the context of the employment relationship. Any right of retentionof the aforesaid documents or items is excluded. The said documents and items have to be returned to addressand authorized person as instructed by the Company.

6.4 All documents and items placed at the disposal of or made available to the Employee by the Company or itsassociated companies have to be treated carefully. Any damage caused to them has to be reported to Companywithout undue delay. Unless explicitly agreed otherwise, the said documents and items must not be used for anypurposes other than business purposes within the scope of the Employee's tasks.

9. For the performance of the Employee's duties the Company will provide such work equipment that the Companydecides is necessary to carry out his duties from time to time. Currently such work equipment includes atelephone and a laptop. Termination

9.1 The employment may be terminated by either party subject to a mutual notice period of six (6) months.

9.2 During the notice period the Company may, at its own discretion, release the Employee from his duties. TheEmployee shall, however, remain at the Company's disposal during the notice period to perform any such dutiesthat Company thinks fit.

9.3 During the notice period the Employee may not commence any new employment or engage in any businessactivity without the prior written approval by the Company. In the event any such employment or business activityis approved by the Company, the Company will deduct from the salary

and other remuneration, any income derived (or that may be derived) from the other employment or businessactivity.

6.4 The Agreement expires without any prior notice period upon the Employee's retirement. The retirement agefollows from local law applicable from time to time,

6.5 The Company may terminate the Agreement with immediate effect (i.e. without any prior notice period andwithout any payment obligation whatsoever) in case of the Employee's gross misconduct or serious breach of anyof the provisions in this Agreement. However. despite such termination, the Employee's obligations pursuant toSections 7 {Intellectual Property Rights). 8 (Confidentiality). 10 (Non-competition), 11 (Non-solicitation) and 12(Contractual Penalty) shall remain in full force.

10. Non-competition

10.1 The Employee will gain access to the Company's and associated companies' specific knowledge and tradesecrets, and the Parties agree that any use of such knowledge in a business that competes with the Company'sor any associated company's business would cause the Company or any associated company considerabledamage. Since it is a precondition for the Employee's employment that the Company and associated companiescan disclose such information, the Employee will receive or obtain such information in confidence while in theservice of the Company.

10.2 The Employee agrees that he shall not at any time during the term of this Agreement and during a period of nine(9) months following the expiry of this Agreement, either directly or indirectly, for instance as a partner, officer,consultant. employee, director, executive or stockholder of any entity, be engaged. concerned, interested in orotherwise support any other companyor business whatsoever which. directly or indirectly, is in competition with the business performed by theCompany or any associated company].

10.3 The Company shall as compensation for the inconvenience that the existing non-competition section causes theEmployee, pay to the Employee the difference between his monthly income paid by the Company at the time ofthe expiry of this Agreement and the (lower) income he earns or could have earned from other employment orbusiness. The compensation shall. however, not exceed 60% of the Employee's monthly income at the time ofexpiry of this Agreement, and is only payable for the period during which the non-compete restriction is in forceand observed by the Employee. Monthly income in this Agreement means the average monthly base salary pluscash bonus. if any, which the Employee has received from the Company during the 12 months preceding thetermination of employment. The Employee is

obliged to limit any loss of income that the non-competition restriction causes the Employee. If any loss of incomehas been caused by any other reason than this non-competition restriction, the Employee is not entitled to anycompensation under this section. A precondition for compensation under this section is that the Employeecontinuously on a monthly basis keeps the Company informed about his job seeking activities. and about the sizeof his income from new employment or business.

6.4 The Employee shall not be paid any compensation during any period when the Employee receives severancepay (if any) from the Company. or if the employment is terminated due to (i) the Employee's retirement, or {ii)if the Company has terminated the Agreement {with notice or with immediate effect) due to the Employee'sbreach of this Agreement.

6.5 During the employment the Company may, subject to one (1) month's notice, release the Employee from thenon-compete restriction. In such a case no further compensation shall be paid to the Employee under the sectionabove.

11. Non-solicitation

11.1 The Employee shall not at any time during the term of this Agreement. unless so required in the properperformance of the Employee's duties under this Agreement. and during a period of nine (9) months following theexpiry of this Agreement. whether on his own behalf or on behalf of any individual, company, firm, business orother organization. directly or indirectly have business dealings or professional contacts with anyone that hasbeen a customer. dealer or prospective customer or prospective dealer of the Company or any associatedcompany during the 12 months preceding the expiry of this Agreement. with the intention of persuading such acustomer, dealer or prospect to change the business relationship with, to cease to do business with, or refrainfrom initiating a business relationship with the Company or any of its associated companies.

11.2 The Employee shall not at any time during the six (6) months following the expiry of this Agreement. whether onhis own behalf or on behalf of any individual, company, firm, business or other organization, directly or indirectly,(i) seek to entice away or solicit any employee or director from the Company or any associated company. orotherwise Influence any employee or director to end their employment in the Company or any associatedcompany or (ii) work with or utilize the services of any employee or director of the Company or any associatedcompany otherwise than through the Company or an associated company. The terms "employee" and "director"in this section means any employee or director that the Employee has worked together with or otherwise hashad professional dealings with during the 12 months preceding the activity mentioned under (i) and (ii) above,or, if the

employment has expired, during the 12 months preceding the expiry of this Agreement.

12. Contractual penalty

12.1 If the Employee fails to comply with any of the provisions in Sections 2.2 (Loyalty), 7(1ntellectual Property Rights).8(Confidentiality). 10(Non competition), or 11(Non-solicitation) the Employee shall pay to the Company promptlyfor each breach a contractual penalty amounting to six (6) times the Employee's average monthly gross income,calculated on the basis of his monthly income during the 12 months preceding the breach (regard shall only begiven to the months during which the Employee has worked full time). or, if the employment has expired, at thetime of the expiry of this Agreement.

12.2 The payment obligation of the contractual penalty arises immediately upon any breach, and shall be completedindependently of the quality or grounds of such breach. If the breach should be of an ongoing kind, each monththat the breach continues shall constitute one breach and result in a payment obligation of the contractualpenalty. Should the Company's actual loss exceed the contractual penalty, the Company shall be entitled todamages tor the excess amount and to take any other legal measures.

13. Processing of personal data and policies

13.1 The Employee is hereby informed of that the Company, in connection with the Employee's employment, will needto process personal data with regard to the Employee such as tor example name, home address, personal identitynumber and bank account numbers.

13.2 By signing this Agreement the Employee confirms that he has been informed of the Company's use of employees'personal data (Employee Data Notice). the Company's current Privacy Policy and IT Policy, Appendix 1a/b and 2.

13.3 The Employee will comply with the Company's data protection policy in force from time to time when processingpersonal data during the employment including personal data relating to any employee, customer, supplier orpromoter of the Company, or any other contacts that the Employee may have.

13.4 The Employee agrees to comply with the Company's policies applicable from time to time regarding the use ofthe Company's computers and software programs, email system, internet etc. The Employee is aware that theCompany has full access to overview all email correspondence, document handling and internet usageperformed via the Company's data system.

6.5 The Employee agrees to comply with the Company's Code of Conduct applicable from time to time. Thecurrent Code of Conduct is enclosed, Appendix 3.

14. Governing law and arbitration

14.1 This Agreement shall be governed by and construed in accordance with the laws of Sweden.

14.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, terminationor invalidity thereof. shall be finally settled by arbitration in accordance with the Rules tor Expedited Arbitrationsof the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholmand the language to be used in the arbitral proceedings shall be Swedish, unless the Parties agree on anotherlanguage.

14.3 The Parties agree that the arbitral proceedings. including, but not limited to. all information disclosed in thecourse of such proceedings and any decision made during the proceedings. shall be kept strictly confidential. Suchconfidential Information may not be disclosed to a third party without the prior written approval from bothParties, except it required to do so by law. or by any applicable stock exchange (or other recognized market place)regulations or for the purpose of securing the party's own interests against the other party in relation to adispute.

• • •

This agreement has been duly executed in two (2) copies of which each of the parties has taken one.

 The Company:

Weber-Stephen Nordic A/S Denmark filial

By: /s/ Hans Jürgen-Herr Name: Hans Jürgen-Herr

 Date: September 23, 2019 Place: Stockholm

The Employee:

/s/ Dr. Steffen Hahn                        Dr. Steffen Hahn

Date: September 23, 2019Place: Stockholm

Exhibit 10.18

Exhibit 10.18

Weber-Stephen Nordic, Tulegatan 3, 113 58 Stockholm

Steffen Hahn [ADDRESS]

Weber-Stephen Nordic Tulegatan 3

113 58 Stockholm Phone +46 8 525 024 24

www.weber.com

Stockholm, 7 December 2021

Adendum to contract of March 1, 2020.

Dear Steffen

We are happy to offer you the role as President EMEA, effective as of Dec 1, 2021.The annual compensation will change Dec 1, 2021, the base salary will be sek 4,128,000 and the annual bonus at 75%.

Long-Term Incentive: You will be eligible to receive long-term incentive awards pursuant to the terms of theWeber Inc. Omnibus Incentive Plan (the “Omnibus Plan”) (or any successor plan thereto).Long-term incentive awards will be granted at the discretion of the CompensationCommittee.

Congratulations with your new role, I am looking forward to our continued cooperation.

Best Regards,

/s/ Chris Scherzinger /s/ Steffen Hahn Chris Scherzinger Steffen HahnChief Executive Officer

Exhibit 10.27

SECOND AMENDMENT TO CREDIT AGREEMENT

Second Amendment to Credit Agreement dated as of August 13, 2021 (this “Amendment”) by and among Weber-Stephen Products LLC, a Delawarelimited liability company (the “Borrower”), Weber-Stephen Products Belgium BV, a Belgium private limited company with registered office at Blarenberglaan 6,box 4, 2800 Mechelen, Belgium, registered with the Crossroads Bank for Enterprises under number 0479.047.366 RPR/RPM (Antwerp, division Mechelen) (the“Euro Borrower”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto (collectively,the “Consenting Lenders”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Euro Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as an Issuing Bank, as SwinglineLender and as Administrative Agent are parties to that certain Credit Agreement dated as of October 30, 2020 (as amended by the First Amendment to CreditAgreement dated as of July 16, 2021 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to thedate hereof, the “Existing Credit Agreement”).

WHEREAS, the Borrower and the Euro Borrower have requested that the Administrative Agent and the Lenders amend the Existing Credit Agreement,and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Consenting Lenders party hereto (constituting the RequiredLenders) are willing to do so, on the terms set forth herein.

Accordingly, in accordance with Section 9.08 of the Existing Credit Agreement, the Borrower, the Euro Borrower, the Administrative Agent and theConsenting Lenders agree as follows:

ARTICLE I DEFINITIONS

Section 1.01. Definitions. Unless otherwise defined herein, capitalized terms defined in the Existing Credit Agreement after giving effect to thisAmendment (the “Amended Credit Agreement”) have the same meanings when used in this Amendment.

ARTICLE II [RESERVED].

ARTICLE III AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

Section 3.01. Amendments. Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Existing Credit Agreement shall beamended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text(indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached asExhibit A hereto.

ARTICLE IV CONDITIONS TO EFFECTIVENESS AND FUNDING; EFFECT

Section 4.01. Conditions to Effectiveness of the Amendment. Conditions to Effectiveness of the Amendment. This Amendment shall become effectiveon the first date (the “Amendment Effective Date”) on which the following conditions precedent are satisfied (or waived):

(a) ExecutionandDeliveryof this Amendment. The Administrative Agent (or its counsel) shall have received from each of the Borrower, the EuroBorrower, the Guarantors, and the Consenting Lenders a counterpart of this Amendment signed on behalf of such party or written evidence reasonablysatisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronictransmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment.

(b) PaymentofExpenses. The Administrative Agent shall have received reimbursement or payment of all reasonable and documented out-of-pocketexpenses of the Administrative Agent (including reasonable and documented out-of-pocket fees, charges and disbursements of Fried, Frank, Harris, Shriver &Jacobson LLP) required to be reimbursed or paid by the Borrower hereunder or under any Loan Document on or prior to the Amendment Effective Date, in eachcase, to the extent invoiced at least three Business Days prior to the Amendment Effective Date.

Weber-Stephen Nordic | Tulegatan 3 | 113 58 StockholmVAT SE516402999201Tel +46 8 525 024 24

Email: service-se@weberstephen.com | www.weber.com

25803868.2#94856459v3

(c) AmendmentFee. The Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender who delivers its executedsignature page to the Administrative Agent on or prior to 12:00 p.m. (New York City time) on August 13, 2021 (as determined by the Administrative Agent in itsreasonable discretion), a non-refundable and fully earned fee (the “Amendment Fee”) equal to 0.025% of each such Consenting Lender’s aggregate RevolvingFacility Commitments and the outstanding principal amount of its Initial Term B Loans, in each case as of the Amendment Effective Date.

For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender shall be deemed to have consented to, approved oraccepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lendersunless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment shall have received notice from such Lender priorto the Amendment Effective Date specifying its objection thereto.

Section 4.02. Effects of this Amendment.

(a) On the Amendment Effective Date, the Existing Credit Agreement will be automatically amended to reflect the amendments thereto provided for inthis Amendment. The rights and obligations of the parties hereto shall be governed prior to the Amendment Effective Date, by the Existing Credit Agreement andon and after the Amendment Effective Date, by this Amendment and the Amended Credit Agreement. Once the Amendment Effective Date has occurred, allreferences to the Existing Credit Agreement in any document, instrument, agreement, or writing shall be deemed to refer to the Amended Credit Agreement.

(b) Other than as specifically provided herein, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of theAdministrative Agent or any Lender under the Existing Credit Agreement or any other Loan Document or of any other term or condition of the Existing CreditAgreement or any other Loan Document, nor shall the entering into of this Amendment preclude the Administrative Agent and/or any Lender from refusing toenter into any further waivers or amendments with respect thereto. This Amendment is not intended by any of the parties hereto to be interpreted as a course ofdealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender shallhave any obligation to extend credit to the Borrower or the Euro Borrower other than pursuant to the strict terms of the Existing Credit Agreement and the otherLoan Documents, as amended or supplemented to date (including by means of this Amendment). Except as specifically amended by this Amendment, the LoanDocuments shall remain in full force and effect and are hereby ratified and confirmed.

ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.01. Representations and Warranties of the Borrower and the Euro Borrower. In order to induce the Administrative Agent and theConsenting Lenders to enter into this Amendment, the Borrower and the Euro Borrower represent and warrant, as of the Amendment Effective Date, as set forthbelow:

(a) Authorization. The execution, delivery and performance by the Borrower and the Euro Borrower of this Amendment have been duly authorized byall corporate, partnership, limited liability company action or similar action required to be obtained by the Borrower and the Euro Borrower and will not violate(A) any material provision of law, statute, rule or regulation applicable to the Borrower or the Euro Borrower, (B) the certificate or articles of incorporation orformation or other constitutive documents (including any partnership, limited liability company or operating agreements or by-laws) of the Borrower or the EuroBorrower, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to the Borrower or the Euro Borrower or(D) any provision of any indenture, material agreement or other material instrument to which the Borrower or the Euro Borrower is a party or by which any ofthem or any of their property is or may be bound, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to aright of or result in any cancellation or acceleration of any right or obligation (including any payment) under such indenture, material agreement or other materialinstrument, where any such conflict, violation or breach or default referred to in clause (i) or (ii) of this Section 5.01(a) would reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect, or result in the creation or imposition of any Lien upon or with respect to any property or assets nowowned or hereafter acquired by the Borrower or the Euro Borrower, other than the Liens created by the Loan Documents and Permitted Liens.

(b) Enforceability.This Amendment has been duly executed and delivered by the Borrower and the Euro Borrower and constitutes a legal, valid andbinding obligation of the Borrower and the Euro Borrower enforceable against the Borrower and the Euro Borrower in accordance with its terms, subject to theeffects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, general principlesof equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), implied covenants of good faith and fair dealing and theLegal Reservations.

2 25803868.2#94856459v3

ARTICLE VI MISCELLANEOUS

Section 6.01. Headings. The various headings of this Amendment are included for convenience of reference only and shall not affect the interpretation ofthis Amendment or any provision hereof.

Section 6.02. Execution in Counterparts; Electronic Execution. This Amendment may be executed in two or more counterparts, each of which shallconstitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 4.01. Delivery of anexecuted counterpart to this Amendment by facsimile transmission (or other electronic transmission pursuant to procedures approved by the Administrative Agent)shall be as effective as delivery of a manually signed original. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by emailas a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,”“delivery,” and words of like import in this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplatedhereby shall be deemed to include electronic signatures, electronic records or the electronic matching of assignment terms and contract formations on electronicplatforms approved by the Administrative Agent, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, includingthe Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar statelaws based on the Uniform Electronic Transactions Act.

Section 6.03. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns to the extent such successors and assignees are permitted successors and assignees as provided in Section 8.09 or 9.04 of theAmended Credit Agreement.

Section 6.04. Amendments and Waivers. Neither this Amendment nor any terms hereof may be amended, supplemented, waived or modified except inaccordance with the provisions of Section 9.08 of the Amended Credit Agreement.

Section 6.05. Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER INCONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES HEREUNDER, INCLUDING BUT NOT LIMITED TO THE VALIDITY, INTERPRETATION, CONSTRUCTION,BREACH, ENFORCEMENT OR TERMINATION HEREOF AND THEREOF, AND WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE,SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TOPRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 AND SECTION 5-1402).

Section 6.06. Submission to Jurisdiction; Waivers. This Amendment shall further be subject to the provisions of Section 9.15 of the Amended CreditAgreement mutatismutandis.

Section 6.07. Waiver of Right to Trial by Jury. This Amendment shall further be subject to the provisions of Section 9.11 of the Amended CreditAgreement mutatismutandis.

Section 6.08. Entire Agreement. This Amendment and the other Loan Documents constitute the entire contract between the parties relative to the subjectmatter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by thisAgreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any partyother than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

Section 6.09. Acknowledgement and Reaffirmation. Each Guarantor listed on the signature pages hereof hereby acknowledges that it has reviewed thisAmendment and hereby consents to the execution, delivery and performance thereof by the Borrower, the Euro Borrower and the Guarantors. Each of theBorrower, the Euro Borrower and the Guarantors hereby confirm its obligation under each Loan Document to which it is a party and agrees that, after giving effectto the Amendment, neither the modification of the Existing Credit Agreement or any other Loan Document effected pursuant to the Amendment, nor the execution,delivery, performance or effectiveness of this Amendment or any other Loan Document impairs the validity or effectiveness, nor constitutes a novation, of anyLoan Document to which it is a party or impairs the validity, effectiveness or priority of the Liens granted pursuant to any other Loan Document to which it is aparty or by which it is otherwise bound.

3 25803868.2#94856459v3

Section 6.10. Loan Document Pursuant to Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of theExisting Credit Agreement and the other Loan Documents and shall be construed, administered and applied in accordance with all of the terms and provisions ofthe Existing Credit Agreement (and, following the date hereof, the Amended Credit Agreement). From and after the Amendment Effective Date, each reference inthe Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Credit Agreementin any other Loan Document shall be deemed a reference to the Amended Credit Agreement.

[Signature Pages Follow]

4 25803868.2#94856459v3

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

WEBER-STEPHEN PRODUCTS LLC, as the Borrower

By: /s/ Phillip J. ZadeikName: Phillip J. ZadeikTitle: General Counsel

WEBER-STEPHEN PRODUCTSBELGIUM BV, as the Euro Borrower

By: /s/ Barry KratzerName: Barry KratzerTitle: Director

WEBER-STEPHEN WORLDWIDEEXPORT SALES CORPORATION, as a Guarantor

By: /s/ Phillip J. ZadeikName: Phillip J. ZadeikTitle: Vice President and Director

JUNE LIFE HOLDINGS I, LLC as a Guarantor

By: /s/ Phillip J. ZadeikName: Phillip J. ZadeikTitle: General Counsel

Second Amendment to Credit Agreement Signature Pages

25803868.2#94856459v3

JUNE LIFE HOLDINGS II, LLC as a Guarantor

By: /s/ Phillip J. ZadeikName: Phillip J. ZadeikTitle: General Counsel

JUNE LIFE, INC. as a Guarantor

By: /s/ Phillip J. ZadeikName: Phillip J. ZadeikTitle: General Counsel

Second Amendment to Credit AgreementSignature Pages

25803868.2#94856459v3

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Felicia BrinsonName: Felicia BrinsonTitle: Assistant Vice President

Second Amendment to Credit AgreementSignature Pages

25803868.2#94856459v3

[Lender Signature Pages on File with Administrative Agent]

Second Amendment to Credit AgreementSignature Pages

25803868.2#94856459v3

EXHIBIT A

Amended Credit Agreement

See attached.

#94856459v2 25803868.2#94856459v3

CREDIT AGREEMENT

dated as of October 30, 2020

by and among

WEBER-STEPHEN PRODUCTS LLC, as the Borrower,

WEBER-STEPHEN PRODUCTS BELGIUM BV,as the Euro Borrower,

THE LENDERS AND ISSUING BANKS PARTY HERETO,

BANK OF AMERICA, N.A., as Administrative Agent,

_________________

BANK OF AMERICA, N.A.,

BMO CAPITAL MARKETS CORP.,

CITIBANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

AND

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

TABLE OF CONTENTS

Page

Article I Definitions 1Section 1.01    Defined Terms 1Section 1.02    Terms Generally 84Section 1.03    Effectuation of Transaction 85Section 1.04    Pro Forma and Other Calculations 85Section 1.05    Timing of Payment or Performance 87Section 1.06    Times of Day 87Section 1.07    Divisions 87Section 1.08    [Reserved] 88Section 1.09    Exchange Rates; Currency Equivalent. 88Section 1.10    Additional Alternative Currencies 88Section 1.11    Change of Currency 89Section 1.12    Belgian Terms. 90Article II The Credits 91Section 2.01    Commitments 91Section 2.02    Loans and Borrowings 91Section 2.03    Requests for Borrowings 92Section 2.04    Swingline Loans. 93Section 2.05    Letters of Credit 95Section 2.06    Funding of Borrowings 101Section 2.07    Interest Elections 102Section 2.08    Termination and Reduction of Commitments 104Section 2.09    Repayment of Loans; Evidence of Debt 104Section 2.10    Repayment of Term Loans and Revolving Facility Loans 105Section 2.11    Prepayment of Loans 107Section 2.12    Fees 111Section 2.13    Interest 112Section 2.14    Alternate Rate of Interest 113Section 2.15    Increased Costs 117Section 2.16    Break Funding Payments 118Section 2.17    Taxes 119Section 2.18    Payments Generally; Pro Rata Treatment; Sharing of Setoffs 123Section 2.19    Mitigation Obligations; Replacement of Lenders 125Section 2.20    Illegality 127Section 2.21    Incremental Commitments 127Section 2.22    Defaulting Lender 139Article III Representations and Warranties 141

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 3.01    Organization; Powers 141Section 3.02    Authorization 141Section 3.03    Enforceability 142Section 3.04    Governmental Approvals 142Section 3.05    Financial Statements 143Section 3.06    No Material Adverse Effect 143Section 3.07    Title to Properties 143Section 3.08    Subsidiaries 143Section 3.09    Litigation; Compliance with Laws 144Section 3.10    Federal Reserve Regulations 144Section 3.11    Investment Company Act 144Section 3.12    Use of Proceeds 144Section 3.13    Taxes 144Section 3.14    No Material Misstatements 145Section 3.15    Employee Benefit Plans 145Section 3.16    Environmental Matters 146Section 3.17    Security Documents 146Section 3.18    Solvency 147Section 3.19    Intellectual Property; Licenses, Etc 148Section 3.20    Labor Matters 148Section 3.21    USA PATRIOT Act; OFAC. 148Section 3.22    Foreign Corrupt Practices Act 149Section 3.23    Small-Medium Sized Enterprises 149Section 3.24    Beneficial Ownership 149Article IV Conditions of Lending 149Section 4.01    All Credit Events 149Section 4.02    First Credit Event 150Article V Affirmative Covenants 152Section 5.01    Existence; Business and Properties 152Section 5.02    Insurance 152Section 5.03    Taxes 153Section 5.04    Financial Statements, Reports, Lender Calls, etc. 153Section 5.05    Litigation and Other Notices 156Section 5.06    Compliance with Laws 156Section 5.07    Maintaining Records; Access to Properties and Inspections 156Section 5.08    Use of Proceeds 157Section 5.09    Compliance with Environmental Laws 157Section 5.10    Further Assurances; Additional Security 157Section 5.11    Rating 160Section 5.12    Post-Closing 160

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 5.13    Ownership of Material Intellectual Property 160Section 5.14    Business of the Borrower and the Subsidiaries 160Section 5.15    Maintenance of Fiscal Year 160Article VI Negative Covenants 161Section 6.01    Indebtedness 161Section 6.02    Liens 169Section 6.03    Sale and Lease-Back Transactions 175Section 6.04    Investments, Loans and Advances 175Section 6.05    Mergers, Consolidations, Sales of Assets and Acquisitions 180Section 6.06    Dividends and Distributions 184Section 6.07    Transactions with Affiliates 188Section 6.08    [Reserved] 190Section 6.09    Limitation on Payments and Modifications of Indebtedness. 191Section 6.10    [Reserved] 194Section 6.11    Financial Covenant 194Section 6.12    Tax residence 195ARTICLE VIA HoldingsNegativeCovenants 195Article VII Events of Default 196Section 7.01    Events of Default 196Section 7.02    Treatment of Certain Payments 199Section 7.03    Right to Cure 200Article VIII The Agents 200Section 8.01    Appointment 200Section 8.02    Delegation of Duties 201Section 8.03    Exculpatory Provisions 202Section 8.04    Reliance by Agents 204Section 8.05    Notice of Default 204Section 8.06    Non-Reliance on Agents and Other Lenders 205Section 8.07    Indemnification 205Section 8.08    Agent in Its Individual Capacity 206Section 8.09    Successor Agents 206Section 8.10    Arrangers and Bookrunners 208Section 8.11    Security Documents, Collateral Agent and Intercreditor Agreement 208Section 8.12    Right to Realize on Collateral and Enforce Guarantees 209Section 8.13    Withholding Tax 211Section 8.14    Electronic Communications 211Section 8.15    Rights as a Lender 212Section 8.16    Certain ERISA Matters 212Article IX Miscellaneous 213Section 9.01    Notices; Communications 213

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 9.02    Survival of Agreement 215Section 9.03    Binding Effect 215Section 9.04    Successors and Assigns 215Section 9.05    Expenses; Indemnity 223Section 9.06    Right of Set-off 225Section 9.07    Applicable Law 225Section 9.08    Waivers; Amendment 225Section 9.09    Interest Rate Limitation 229Section 9.10    Entire Agreement 230Section 9.11    WAIVER OF JURY TRIAL 230Section 9.12    Severability 230Section 9.13    Counterparts; Electronic Execution of Assignments and Certain Other Documents 230Section 9.14    Headings 231Section 9.15    Jurisdiction; Consent to Service of Process 231Section 9.16    Confidentiality 232Section 9.17    Platform; Borrower Materials 233Section 9.18    Release of Liens and Guarantees 234Section 9.19    [Reserved] 236Section 9.20    USA PATRIOT Act and Beneficial Ownership Regulation Notice 236Section 9.21    Affiliate Lenders 236Section 9.22    Agency of the Borrower for the Company Parties 238Section 9.23    No Liability of the Issuing Banks 238Section 9.24    Acknowledgment and Consent to Bail-In of Affected Financial Institutions 239Section 9.25    No Advisory or Fiduciary Responsibility 239Section 9.26    Acknowledgement Regarding Any Supported QFCs 240Section 9.27    Judgment Currency 242

Exhibits and Schedules

Exhibit A Form of Assignment and AcceptanceExhibit B Form of Administrative QuestionnaireExhibit C-1 Form of Borrowing RequestExhibit C-2 Form of Swingline Borrowing RequestExhibit D Form of Interest Election RequestExhibit E Form of Permitted Loan Purchase Assignment and AcceptanceExhibit F-1 Form of Non-Bank Tax Certificate (Lenders/Non-Partnerships)Exhibit F-2 Form of Non-Bank Tax Certificate (Lenders/Partnerships)Exhibit F-3 Form of Non-Bank Tax Certificate (Participants/Non-Partnerships)Exhibit F-4 Form of Non-Bank Tax Certificate (Participants/Partnerships)Exhibit G Form of Solvency CertificateExhibit H Form of Prepayment NoticeExhibit I Form of Compliance CertificateExhibit J-1 Form of Term Note

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Exhibit J-2 Form of Revolving Note Exhibit K-1 Form of Acceptable Permitted Junior Intercreditor Agreement Exhibit K-2 Form of Acceptable Permitted Pari Passu Intercreditor Agreement

Schedule 1.01(A) Certain Excluded Equity InterestsSchedule 1.01(B) Closing Date Immaterial SubsidiariesSchedule 1.01(C) Existing Roll-Over Letters of Credit and Bank GuaranteesSchedule 1.01(D) Closing Date Unrestricted SubsidiariesSchedule 1.01(E) Existing Cash Management Banks and Hedge BanksSchedule 2.01 CommitmentsSchedule 3.04 Governmental ApprovalsSchedule 3.05 Financial StatementsSchedule 3.08(a) SubsidiariesSchedule 3.09 LitigationSchedule 3.13 TaxesSchedule 3.16 Environmental MattersSchedule 3.19 Intellectual PropertySchedule 3.20 Labor MattersSchedule 5.12 Post-Closing ItemsSchedule 6.01 IndebtednessSchedule 6.02(a) LiensSchedule 6.04 InvestmentsSchedule 6.07 Transactions with AffiliatesSchedule 9.01 Notice Information

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

THIS CREDIT AGREEMENT, dated as of October 30, 2020 (as amended, restated, amended and restated,supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and amongWEBER-STEPHEN PRODUCTS LLC, a Delaware limited liability company (the “Borrower”), WEBER-STEPHEN PRODUCTSBELGIUM BV, a Belgium private limited company with registered office at Blarenberglaan 6, box 4, 2800 Mechelen, Belgium,registered with the Crossroads Bank for Enterprises under number 0479.047.366 RPR/RPM (Antwerp, division Mechelen) (the“Euro Borrower”), the LENDERS party hereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent (insuch capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.

RECITALS

WHEREAS, in connection with the consummation of the Transactions (as defined herein), the Borrower hasrequested that the Lenders and the Issuing Banks hereunder extend credit in the form of (a) Initial Term B Loans in an originalaggregate principal amount equal to $1,250,000,000 and (b) an Initial Revolving Facility in an original aggregate committedprincipal amount of $300,000,000, in each case subject to increase as provided herein; and

WHEREAS, the Lenders and the Issuing Banks are willing to extend such credit to the Borrower and the EuroBorrower on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Article I

Definitions

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds EffectiveRate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate applicable to Dollarborrowings for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding BusinessDay) plus 1.0%; provided that if ABR shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Anychange in such rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate applicable toDollars shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate orthe Adjusted LIBO Rate applicable to Dollars, as the case may be.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference tothe ABR in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the ABR inaccordance with the provisions of Article II.

“Additional Supply Chain Financing Arrangements” shall have the meaning assigned to such term in the definition of“Permitted Supply Chain Obligations”.

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interestrate per annum equal to (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reservesapplicable to such Eurocurrency Borrowing, if any; provided that (i) in the case of Initial Revolving Facility Loans, if the AdjustedLIBO Rate shall be less than zero, such interest rate shall be deemed to be zero and (ii) in the case of Initial Term B Loans, if theAdjusted LIBO Rate shall be less than 0.75%, such interest rate shall be deemed to be 0.75%.

“Adjustment” shall have the meaning assigned to such term in Section 2.14(a).

“Adjustment Date” shall have the meaning assigned to such term in the definition of “Pricing Grid.”

“Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of thisAgreement, together with its permitted successors and assigns.

“Administrative Agent Fee Letter” shall mean the Agency Fee Letter dated as of October 2, 2020 among theAdministrative Agent, Bank of America, N.A., BofA Securities, Inc. and the Borrower.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c).

“Administrative Agent’s Office” shall mean, with respect to any currency, the Administrative Agent’s address and, asappropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect tosuch currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B or such otherform supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Affiliate Lender” shall have the meaning assigned to such term in Section 9.21(a).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as maybe amended, restated, supplemented or otherwise modified from time to time.

“Agreement Currency” shall have the meaning assigned to such term in Section 9.27.

“Alternative Currency” shall mean, collectively, (a) Australian Dollars, Canadian Dollars, Euros and Sterling and (b)each currency (other than Australian Dollars, Canadian Dollars, Euros, Sterling or Dollars) that is approved in accordance withSection 1.10.

“Alternative Currency Equivalent” shall mean at any time, with respect to any amount denominated in Dollars, theequivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Issuing Bank, asthe case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for thepurchase of such Alternative Currency with Dollars.

“Anti-Corruption Laws” shall have the meaning assigned to such term in Section 3.22.

“Applicable Commitment Fee” shall mean for any day 0.400% per annum; provided, however, that on and after thefirst Adjustment Date occurring after delivery of the financial statements and any Compliance Certificate required by Section 5.04upon the completion of one full fiscal quarter of the Borrower after the Closing Date, the “Applicable Commitment Fee” will bedetermined pursuant to the Pricing Grid.

“Applicable Currency” shall mean Dollars or any Alternative Currency that bears interest at a rate based on an LIBORate, as applicable.

“Applicable Date” shall have the meaning assigned to such term in Section 9.08(f).

“Applicable Margin” shall mean for any day (i) with respect to any Initial Revolving Facility Loan, 3.00% per annumin the case of any Eurocurrency Loan and 2.00% per annum in the case of any ABR Loan; provided, however, that on and after thefirst Adjustment Date occurring after delivery of the financial statements and any Compliance Certificate required by Section 5.04upon the completion of one full fiscal quarter of the Borrower after the Closing Date, the “Applicable Margin” with respect to anyInitial Revolving Facility Loan will be determined pursuant to the Pricing Grid; (ii) with respect to any Initial Term B Loan, 3.25%per annum in the case of any Eurocurrency Loan and 2.25% per annum in the case of any ABR Loan; and (iii) with respect to anyOther Term Loan, the “Applicable Margin” set forth in the Incremental Assumption Agreement, Extension Amendment orRefinancing Amendment relating thereto.

“Applicable Reference Rate” shall mean the LIBO Rate with respect to any Applicable Currency.

“Applicable Successor Rate” shall have the meaning assigned to such term in Section 2.14(a).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Approved Electronic Communications” shall mean any notice, demand, communication, information, document orother material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactionscontemplated therein and which is distributed to Agents, Lenders or Issuing Banks by means of electronic communications pursuantto Section 8.14.

“Approved Fund” shall have the meaning assigned to such term in Section 9.04(b)(ii).

“Arranger Fee Letter” shall mean the Arranger Fee Letter dated as of October 2, 2020 among the Arrangers and theBorrower.

“Arrangers” shall mean, collectively, Bank of America, N.A., BMO Capital Markets Corp., Citibank, N.A.,JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC.

“Asset Sale” shall mean any loss, damage, destruction or condemnation of, or any Disposition (including any sale andleaseback of assets) to any person of, any asset or assets of the Borrower or any Subsidiary.

“Assignee” shall have the meaning assigned to such term in Section 9.04(b)(i).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee,and accepted by the Administrative Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A or such otherform (including electronic documentation generated by use of an electronic platform) as shall be approved by the AdministrativeAgent and reasonably satisfactory to the Borrower.

“Assignor” shall have the meaning assigned to such term in Section 9.04(g).

“Australian Dollars” or “A$” shall mean the lawful currency of Australia.

“Availability Period” shall mean, (a) with respect to the Initial Revolving Facility Commitments, the period from andincluding the Closing Date to but excluding the earlier of the Initial Revolving Facility Maturity Date and, in the case of each of theInitial Revolving Facility Loans, Revolving Facility Borrowings under the Initial Revolving Facility, Letters of Credit issued underthe Initial Revolving Facility, Swingline Loans and Swingline Borrowings made under the Initial Revolving Facility, the date oftermination of all of the Initial Revolving Facility Commitments; and (b) with respect to any other Class of Revolving FacilityCommitments, the period from and including the effective date for such Class of Revolving Facility Commitments to but excludingthe earlier of the Revolving Facility Maturity Date for such Class and, in the case of each of the Revolving Facility Loans of suchClass of Revolving Facility Commitments, Revolving Facility Borrowings under of such Class of Revolving Facility Commitments,Letters of Credit issued under such Class of Revolving Facility Commitments, Swingline Loans and Swingline Borrowings madeunder such Class of Revolving Facility Commitments, the date of termination of the Revolving Facility Commitments of such Class.

“Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender under any Class ofRevolving Facility Commitments at any time, an amount equal to the amount by which (a) the applicable Revolving FacilityCommitment of such Revolving Facility Lender in respect of that Class of Revolving Facility Commitments at such time exceeds (b)the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender in respect of that Class at such time.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable ResolutionAuthority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule orrequirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b)with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any otherlaw, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms orother financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“BDT Investor” shall mean BDT Capital Partners, LLC and its Control Investment Affiliates.

“Belgian Qualifying Lender” shall mean, in respect of any interest payment made by the Euro Borrower under thisAgreement, a Lender which is beneficially entitled to interest payable to that Lender, and which is:

(a) a credit institution (within the meaning of Article 105, 1° a) of the Royal Decree implementing the Belgian IncomeTax Code 1992) that is resident in Belgium for Belgian tax purposes or which is acting through a facility office inBelgium;

(a) a professional investor (within the meaning of Article 105, 3° of the Royal Decree implementing the Belgian IncomeTax Code 1992) which is a company resident for tax purposes in Belgium or which is acting through a Belgianestablishment with which the Loan is effectively connected;

(b) a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal Decree implementing theBelgian Income Tax Code 1992) that is acting through its head office and is resident for tax purposes in:

(i) a member state of the European Economic Area; or

(ii) a jurisdiction with which Belgium has entered into a Tax treaty that is in force (irrespective of whether or notthat Tax Treaty makes provision for exemption from tax imposed by Belgium on interest);

(c) a credit institution (within the meaning of Article 107, §2, 5°, a), second dash of the Royal Decree implementing theBelgian Income Tax Code 1992) that is acting through a facility office that itself qualifies as a credit institution(within the meaning of Article 107, §2, 5°, a), second dash of the Royal Decree implementing the Belgian Income TaxCode 1992) that is located in:

(i) a member state of the European Economic Area; or

(ii) a jurisdiction with which Belgium has entered into a Tax treaty that is in force (irrespective of whether or notthat Tax treaty makes provision for exemption from tax imposed by Belgium on interest); or

(d) a Belgian Treaty Lender.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Belgian Treaty Lender” shall mean a Lender which (i) is treated for the purposes of a relevant Tax treaty as aresident of a jurisdiction having a Tax treaty with Belgium which makes provision for full exemption from Tax imposed by Belgiumon interest (ii) does not carry on a business in Belgium through a permanent establishment with which that Lender's participation in aLoan is effectively connected; and (iii) fulfils any conditions (subject to the completion of any necessary procedural formalities)which must be fulfilled under the relevant Tax treaty in order for that Lender to benefit from an exemption from Tax on interestimposed by Belgium.

“Belgian SME Act” shall have the meaning assigned to such term in Section 3.23.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by theBeneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISASection 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefitplan” or “plan.”

“BHC Act Affiliate” has the meaning specified in Section 9.26.

“Big Boy Letter” shall mean a letter from a Lender acknowledging that (i) an assignee may have informationregarding Holdings, the Borrower and its Subsidiaries, their ability to perform the Loan Obligations or any other materialinformation that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (ii) theExcluded Information may not be available to such Lender, (iii) such Lender has independently and without reliance on any otherparty made its own analysis and determined to assign Term Loans to such assignee pursuant to Section 9.04 notwithstanding its lackof knowledge of the Excluded Information and (iv) such Lender permanently waives and releases any and all claims it may haveagainst the Administrative Agent, such assignee (and its Affiliates), Holdings, the Borrower and its Subsidiaries with respect to thenondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee, theAdministrative Agent and assigning Lender.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or ifsuch person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Bona Fide Debt Fund” shall mean any debt fund, investment vehicle, regulated bank or non-regulated lending entitythat is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds and/or similarextensions of credit in the ordinary course of business (and not primarily engaged in investing in distressed or opportunisticdecisions) and which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a)any bona fide business competitor of Holdings or the Borrower and/or any of its Subsidiaries or (b) any Affiliate of such competitor,but, in each case, with respect to which no personnel involved with any investment in such Person or the management, control oroperation of such Person makes, has the right to make or participates

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

with others in making any investment decisions with respect to such Person or has access to any information (other than informationthat is publicly available) relating to Holdings, the Borrower or its Subsidiaries or any entity that forms a part of any of theirrespective businesses; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that isseparately identified to the Arrangers or the Administrative Agent in accordance with clause (i) of the definition of “IneligibleInstitution” or any reasonably identifiable Affiliate of any such Person on the basis of such Affiliate’s name.

“Borrower” shall have the meaning assigned to such term in the recitals hereto.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.17(a).

“Borrowing” shall mean a group of Loans of a single Type under a single Facility, and made on a single date and, inthe case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) in the case of Eurocurrency Loans, an amount the Dollar Equivalent of whichis $5,000,000, (b) in the case of ABR Loans, an amount the Dollar Equivalent of which is $500,000 and (c) in the case of SwinglineLoans, an amount the Dollar Equivalent of which is $500,000.

“Borrowing Multiple” shall mean (a) in the case of Eurocurrency Loans, an amount the Dollar Equivalent of which is$1,000,000, (b) in the case of ABR Loans, an amount the Dollar Equivalent of which is $100,000 and (c) in the case of SwinglineLoans, an amount the Dollar Equivalent of which is $100,000.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 andsubstantially in the form of Exhibit C-1 or another form approved by the Administrative Agent (including any form on an electronicplatform or electronic transmission system as shall be approved by the Administrative Agent).

“Budget” shall have the meaning assigned to such term in Section 5.04(e).

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks areauthorized or required by law to remain closed, or are in fact closed, in the state where the Administrative Agent’s Office is located;provided that (i) when used in connection with a Eurocurrency Loan denominated in Dollars, including any interest rate settings asto any such Eurocurrency Loan, any fundings, disbursements, settlements and payments in Dollars in respect of any suchEurocurrency Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any suchEurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar depositsin the London interbank market; (ii) when used in connection with a Eurocurrency Loan denominated in Euros, including anyinterest rate settings as to any such Eurocurrency Loan, any fundings, disbursements, settlements and payments in Euros in respectof any such Eurocurrency Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any suchEurocurrency Loan, the term “Business Day” shall mean a TARGET Day and (iii) when used in connection with a EurocurrencyLoan denominated in a currency other than Dollars or Euros, including any interest rate settings as to any such Eurocurrency Loan,any fundings, disbursements, settlements and payments in any such currency in respect of any such Eurocurrency Loan, or any otherdealings in any such currency to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, the term“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks are not open for

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

foreign exchange business in the principal financial center of the country of the applicable currency.

“Canadian Dollars” and “C$” shall mean the lawful currency of Canada.

“Capital Expenditures” shall mean, for any person in respect of any period, the aggregate of all expenditures incurredby such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant orequipment” or similar items reflected in the statement of cash flows of such person.

“Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, subject toSection 1.02(a), the amount of the liability in respect of a capital lease that would at such time be required to be capitalized andreflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations ofthe Borrower or its Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries,either existing on the Closing Date or created thereafter that (a) initially were not included on the consolidated balance sheet of theBorrower as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such aspecial purpose or other entity becoming consolidated with the Borrower and its Subsidiaries were required to be characterized ascapital lease obligations upon such consolidation, in either case, due to a change in accounting treatment or otherwise, or (b) did notexist on the Closing Date and were required to be characterized as capital lease obligations but would not have been required to betreated as capital lease obligations on the Closing Date had they existed at that time, shall for all purposes not be treated asCapitalized Lease Obligations or Indebtedness.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid incash or accrued as liabilities) by a person during such period in respect of licensed or purchased software or internally developedsoftware and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on theconsolidated balance sheet of such person and its subsidiaries.

“Captive Insurance Subsidiary” shall mean any Subsidiary of the Borrower subject to regulation as an insurancecompany (or any Subsidiary thereof).

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one ormore of the Issuing Banks or Lenders, as collateral for Revolving L/C Exposure or obligations of the Lenders to fund participationsin respect of Revolving L/C Exposure, cash or deposit account balances or, if the Administrative Agent and each applicable IssuingBank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substancereasonably satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash Collateral”, “Cash Collateralization”and “Cash Collateralized” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateraland other credit support.

“Cash Interest Coverage Ratio” shall mean on any date, the ratio of EBITDA to Consolidated Interest Expense for theapplicable Test Period.

“Cash Management Agreement” shall mean any agreement to provide to Holdings, the Borrower or any Subsidiarycash management services for collections, treasury management services (including controlled disbursement, overdraft, automatedclearing house fund transfer services, cash pooling and concentration, return items and interstate depository network services), anydemand deposit, payroll, trust or operating account relationships,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, supplier financing, and other cashmanagement services, including electronic funds transfer services, lockbox services, stop payment services and wire transferservices.

“Cash Management Bank” shall mean any person that, at the time it enters into a Cash Management Agreement (oron the Closing Date), is (or an Affiliate thereof is) (a) an Agent, an Arranger, a Lender or an Affiliate of any such person, in eachcase, in its capacity as a party to such Cash Management Agreement, regardless of whether any such person shall thereafter cease tobe an Agent, an Arranger or a Lender or an Affiliate of any of the foregoing, (b) from time to time identified to the AdministrativeAgent by the Borrower in writing as a Cash Management Bank hereunder (provided that in no event shall the Secured Obligations inrespect of Secured Cash Management Agreements owing to any Person that is a Cash Management Bank in reliance on this clause(b) exceed, together with any amounts incurred under clause (b) of the definition of “Hedge Bank”, $75,000,000, at any timeoutstanding) or (c) listed in Schedule 1.01(E).

A “Change in Control” shall be deemed to occur if:

(a) at any time prior to a Qualified IPO, the Permitted Holders in the aggregate shall at any time cease to have,directly or indirectly, the power to vote or direct the voting of at least a majority of the Voting Stock of the Borrower or at any timeon and after a Qualified IPO, any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act as ineffect on the First Amendment Effective Date, but excluding (A) any employee benefit plan of such Person, entity or “group” and itssubsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and(B) any underwriter in connection with any bona fide offering of equity of the IPO Entity, including a Qualified IPO), other than thePermitted Holders (or any holding company parent of the Borrower owned directly or indirectly by the Permitted Holders), shall atany time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act as ineffect on the First Amendment Effective Date) of voting power of the outstanding Voting Stock of the Borrower having more than35% of the ordinary voting power for the election of the Board of Directors of the Borrower, unless in the case of either clause (i) or(ii) of this clause (a), the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to electat least a majority of the members of the Board of Directors of the Borrower; or

(b) following the Holdings Formation Date (if any), Holdings shall fail to directly or indirectly own 100% of theissued and outstanding Equity Interests of the Borrower (other than in connection with or after a Qualified IPO, IPO ReorganizationTransactions or a Permitted Reorganization).

Notwithstanding the foregoing, for the purposes of this definition, a passive holding company, special purposeacquisition vehicle, Parent Entity (including any Parent Entity established in connection with a Qualified IPO) or a subsidiary or anyof the foregoing shall not be considered a Person, entity or “group” and instead the equityholders of such passive holding company,special purpose acquisition vehicle, Parent Entity or subsidiary (other than any other passive holding company, special purposeacquisition vehicle, Parent Entity or subsidiary) shall be considered.

Notwithstanding the foregoing or any provision of Section 13(d)-3 of the Exchange Act as in effect on the FirstAmendment Effective Date, (i) a Person, entity or “group” shall be deemed not to beneficially own Voting Stock subject to a stockor asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connectionwith the transactions contemplated by such agreement, (ii) if any “group” includes one or more Permitted Holders, the issued andoutstanding Voting Stock of the Borrower held, directly or indirectly, by any Permitted Holders that are part of such group shall notbe treated as being beneficially owned by such group or any other member of such group for purposes of determining whether aChange in Control has occurred so long as one or more Permitted Holders hold in excess of 50% of the issued and outstandingVoting Stock held, directly or indirectly, by such group and (iii) a Person, entity or “group” other than the Permitted Holders will notbe deemed to beneficially own the Voting Stock of another Person or entity as a result of its ownership of the Voting Stock or othersecurities of such other Person or entity’s parent entity (or related contractual rights) unless (A) it owns 50% or more of the totalvoting power of the Voting Stock entitled to vote for the election of the Board of Directors of such parent entity and (B) themembers of the Board of Directors of such parent entity elected by the Person, entity or “group” have a majority of the aggregatevotes on the Board of Directors of such parent entity.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change inlaw, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c)compliance by any Lender (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender’s holdingcompany, if any) with any written request, guideline or directive (whether or not having the force of law) of any GovernmentalAuthority made or issued after the Closing Date; provided, however, that notwithstanding anything herein to the contrary, (x) allrequests, rules, guidelines or directives under or issued in connection with the DoddFrank Wall Street Reform and ConsumerProtection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relatingthereto and (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations andapplications of, or any compliance by a Lender with any request or directive relating to International Settlements, the BaselCommittee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatoryauthorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law,” butonly to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similarto those described in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under United States of Americasyndicated credit facilities, which, as a credit matter, are similarly situated to the Borrower.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class” shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprisingsuch Borrowing are Initial Term B Loans, any Other Term Loans, Initial Revolving Facility Loans, Incremental Revolving Loans, orExtended Revolving Loans; and (b) when used in respect of any Commitment, whether such Commitment is in respect of acommitment to make Initial Term B Loans, any Other Term Loans, Initial Revolving Facility Loans, Incremental Revolving Loansor Extended Revolving Loans. Other Term Loans or Extended Revolving Loans that have different terms and conditions (togetherwith the Commitments in respect thereof) from the Initial Term B Loans or the Initial Revolving Facility Loans, respectively, orfrom Other Term Loans, Incremental Revolving Loans or other Extended Revolving Loans, as applicable, shall each be construed tobe in separate and distinct Classes.

“Class Loans” shall have the meaning assigned to such term in Section 9.08(f).

“Closing Date” shall mean October 30, 2020.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean all the “Collateral” as defined in the Security Agreement and shall also include all propertythat is subject to any Lien in favor of the Secured Parties and/or the Administrative Agent, the Collateral Agent or any Subagent forthe benefit of the Secured Parties to secure the Secured Obligations pursuant to any Security Document. For the avoidance of doubt,in no event shall “Collateral” include any Excluded Property.

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties, togetherwith its successors and permitted assigns in such capacity.

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case in accordance with and subjectto Sections 5.10(c) and (e) and Schedule 5.12):

(a) on the Closing Date, the Collateral Agent shall have received (i) a completed Perfection Certificate, dated theClosing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, (ii) fromHoldings (if and when applicable), the Borrower and each Subsidiary Loan Party, a counterpart of the Guarantee Agreement and ofeach Security Document to which it is a party, in each case duly executed and delivered on behalf of such person; provided that anyGuarantee by Holdings shall be “non-recourse” with recourse limited to Equity Interests of the Borrower (iii) the results ofcustomary lien searches made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and (iv)evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such searches are Permitted Liens or havebeen, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangementsreasonably satisfactory to the Administrative Agent for such release shall have been made);

(b) on the Closing Date, (i)(x) all outstanding Equity Interests directly owned by the Loan Parties, other thanExcluded Securities, and (y) all intercompany Indebtedness owing to any Loan Party, other than Excluded Securities, shall havebeen pledged to the Collateral Agent to the extent required to be pledged pursuant to the Security Agreement and (ii) the CollateralAgent shall have received certificates or other instruments (if any) representing such Equity Interests (other than certificates orinstruments issued by Subsidiaries of the Borrower that are not received from the Borrower on or prior to the Closing Date afterusing commercially reasonable efforts) and any notes or other instruments, in each case to the extent required to be deliveredpursuant to the Security Agreement, together with stock powers, note powers or other instruments of transfer (if applicable) withrespect thereto endorsed in blank;

(c) in the case of (1) any Person (other than a Designated Guarantor) that becomes a Subsidiary Loan Party afterthe Closing Date, the Collateral Agent shall have received (i) a supplement to the Security Agreement (or, at the option of theSubsidiary Loan Party, a new Security Agreement in substantially similar form or such other form reasonably satisfactory to theCollateral Agent), (ii) a supplement to the Guarantee Agreement (or, at the option of the Subsidiary Loan Party, a new GuaranteeAgreement in substantially similar form or such other form reasonably satisfactory to the Collateral Agent) and (iii) supplements tothe other Security Documents (or, at the option of the Subsidiary Loan Party, new Security Documents in substantially similar formor such other form reasonably satisfactory to the Collateral Agent), if applicable, in the form specified therefor or otherwisereasonably acceptable to the Collateral Agent and (2) any Designated Guarantor that becomes a Subsidiary Loan Party after theClosing Date, the Collateral Agent shall have received such other Security Documents and other Loan Documents that are customaryfor the applicable jurisdiction and reasonably requested by the Collateral Agent whereby such Loan Party grants security over itsassets in favor of the Collateral Agent (for the benefit of the Secured Parties);

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(d) after the Closing Date, (x) all outstanding Equity Interests of any Person that becomes a Subsidiary Loan Partyafter the Closing Date that are directly owned by any Loan Party and (y) subject to Section 5.10(e), all Equity Interests directlyacquired by a Loan Party after the Closing Date, other than Excluded Securities, in each case shall have been pledged pursuant to theSecurity Agreement, together with stock powers or other instruments of transfer (if applicable) with respect thereto endorsed inblank;

(e) except as otherwise contemplated by this Agreement or any Security Document, all Uniform CommercialCode financing statements and filings with the United States Copyright Office and the United States Patent and Trademark Officecovering United States issued patents and registered trademarks and copyrights (and pending applications for the foregoing) shallhave been delivered, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recordingconcurrently with, or promptly following, the execution and delivery of each such Security Document;

(f) [reserved]; and

(g) the Collateral Agent shall have received evidence of the insurance required on the Closing Date by the termsof Section 5.02 hereof.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a).

“Commitments” shall mean, (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and TermFacility Commitment, and (b) with respect to any Swingline Lender, its Swingline Commitment (it being understood that aSwingline Commitment does not increase the applicable Swingline Lender’s Revolving Facility Commitment).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from timeto time, and any successor statute.

“Communication” shall have the meaning assigned to such term in Section 9.13(b).

“Company Parties” shall mean Holdings, the Borrower, the Euro Borrower and the Subsidiary Loan Parties.

“Compliance Certificate” shall mean a Compliance Certificate signed by a Financial Officer of the Borrowersubstantially in the form of Exhibit I or another form approved by the Administrative Agent.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income(however denominated) or that are franchise Taxes or branch profits Taxes.

“consolidation” shall mean the consolidation of the accounts of each of the Subsidiaries with those of the Borrower inaccordance with GAAP. The term “consolidated” has a correlative meaning.

“Consolidated Average Debt” with respect to any Person, as of any date of determination, shall mean, the sum of (a)for the period of twelve calendar months preceding such date of determination, the twelve-month average of the difference (whetherpositive or negative) for each such calendar month between (i) the outstanding principal amount of the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Revolving Facility Loans and any other revolving credit facility of the Borrower or its Subsidiaries as of the last day of each suchcalendar month less (ii) the amount of Unrestricted Cash and Permitted Investments of the Borrower and its Subsidiaries as of thelast day of each such calendar month (including, without limitation, any cash or Permitted Investments restricted in favor of theAdministrative Agent or any Lender (whether or not held in a pledged account)), plus (b) the outstanding principal amount of allthird party Indebtedness for borrowed money, purchase money debt (other than earn-outs and seller notes), Capitalized LeaseObligations and Indebtedness evidenced by notes, bonds or similar instruments (but excluding, for the avoidance of doubt,Indebtedness under a Qualified Receivables Financing and any Revolving Facility Loans and other Indebtedness under facilitiesreferred to in the preceding clause (a)), in each case of the Borrower and its Subsidiaries determined on a consolidated basis for themost recently ended Test Period; provided that Consolidated Average Debt shall not include Indebtedness in respect of letters ofcredit or bank guarantees, to the extent undrawn.

Cash amounts funded under the Initial Term B Facility or the Initial Revolving Facility on the Closing Date and allocated forthe purposes set forth in Section 3.12(a)(ii) shall be excluded from the calculation of cash described in clause (a)(ii) above in each ofthe first six months ending after the Closing Date.

Notwithstanding anything contained in this definition to the contrary, the amount set forth in clause (a) of the definition of“Consolidated Average Debt” shall be deemed to be: $(159,000,000) for the calendar month ending October 31, 2019;$(148,000,000) for the calendar month ending November 30, 2019; $(122,000,000) for the calendar month ending December 31,2019; $(63,000,000) for the calendar month ending January 31, 2020; $(10,000,000) for the calendar month ending February 28,2020; $35,000,000 for the calendar month ending March 31, 2020; $2,000,000 for the calendar month ending April 30, 2020;$(132,000,000) for the month ending May 31, 2020; $(241,000,000) for the calendar month ending June 30, 2020; $(308,000,000)for the calendar month ending July 31, 2020; $(386,000,000) for the month ending August 31, 2020; and $(401,000,000) for themonth ending September 30, 2020.

For the avoidance of doubt, for purposes of calculating the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and theNet Total Leverage Ratio required to be satisfied as a condition to the incurrence of any Indebtedness, the proceeds of anyIndebtedness being incurred in reliance on such ratio shall not be netted (but the Borrower may give pro forma effect to therepayment of any Indebtedness to be repaid with such proceeds).

“Consolidated Interest Expense” shall mean cash interest expense (including that attributable to capital leases), net ofcash interest income of the Borrower and its Subsidiaries, with respect to all outstanding Indebtedness of the Borrower and itsSubsidiaries and net cash costs (less net cash payments) under Hedging Agreements, but excluding, for the avoidance of doubt, (a)any non-cash interest expense and any capitalized interest, whether paid or accrued, (b) the amortization of original issue discountresulting from the issuance of Indebtedness at less than par, (c) amortization of deferred financing costs, Indebtedness issuance costs,commissions, fees and expenses, (d) any expenses resulting from discounting of Indebtedness in connection with the application ofrecapitalization accounting or purchase accounting, (e) penalties or interest related to Taxes and any other amounts of non-cashinterest resulting from the effects of the acquisition method accounting or pushdown accounting, (f) the accretion or accrual of, oraccrued interest on, discounted liabilities (other than Indebtedness) during such period, (g) non-cash interest expense attributable tothe mark-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant to FASBAccounting Standards Codification No. 815-Derivatives and Hedging, (h) any one-time cash costs associated with breakage inrespect of Hedging Agreements for interest rates, (i) any payments with respect to make whole premiums or other breakage costs ofany debt, all as calculated on a consolidated

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

basis in accordance with GAAP, (j) all non-recurring interest expense consisting of liquidated damages for failure to timely complywith registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (k) expensing of bridge,arrangement, structuring, commitment or other financing fees, (l) any dividends on account of Disqualified Stock and (m) interestexpense associated with any Indebtedness (including letters of credit) incurred in connection with any Qualified ReceivablesFinancing.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income ofsuch Person and its Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after Tax extraordinary, exceptional, special, non-recurring or unusual gains, losses, fees, costsor income or expense or charge (including relating to any strategic initiatives and accruals and amounts reserved inconnection with such gains, losses, charges or expenses, and as determined by the Borrower in good faith), any restructuringcosts, charges (including any charge relating to any tax restructuring) or expenses (including any cost or expense related toemployment of terminated employees), any costs and expenses related to any New Project or any reconstruction,decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses (including but not limited to renttermination costs, moving costs and legal costs), asset retirement costs in connection with sales, dispositions orabandonments of assets or discontinued operations, fees, expenses or charges relating to closing costs, rebranding costs,curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisitionintegration costs, opening costs, recruiting costs, signing, retention or completion bonuses, severance and relocation costs,one-time compensation costs, consulting or corporate development charges, costs and expenses incurred in connection withstrategic initiatives, transition costs, costs and expenses incurred in connection with non-ordinary course product andIntellectual Property development, costs incurred in connection with acquisitions (or purchases of assets) or refranchisingtransactions prior to or after the Closing Date, business optimization expenses, litigation costs and expenses (including costsrelated to settlements, fines judgments or orders) and expenses or charges related to any offering of Equity Interests(including any Qualified IPO) or debt securities of the Borrower, its Subsidiaries or Holdings, any Investment, acquisition,refranchising transaction, Disposition, recapitalization or, incurrence, issuance, repayment, repurchase, refinancing,amendment or modification of Indebtedness (in each case, whether or not successful), any fees, expenses, charges or changein control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-relatedexpenses, and Transaction Expenses incurred before, on or after the Closing Date), and any consideration paid or payable inrelation to a Permitted Business Acquisition or other permitted Investment to the extent reflected in Net Income, in each case,shall be excluded,

(ii) any income or loss from Disposed of, abandoned, closed, divested or discontinued operations,properties or assets and any net after-Tax gain or loss on the Dispositions of Disposed of, abandoned, closed or discontinuedoperations, properties or assets shall be excluded,

(iii) any gain or loss (less all fees and expenses or charges relating thereto) attributable to businessDispositions or asset Dispositions (including asset retirement costs or sales or issuances of Equity Interests) other than in theordinary course of business (as determined in good faith by the Borrower) shall be excluded,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(iv) any income or loss (less all fees and expenses or charges relating thereto) attributable to the earlyextinguishment or buy-back or cancellation of indebtedness, Hedging Agreements or other derivative instruments shall beexcluded,

(v) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is anUnrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent ofthe amount of dividends or distributions or other payments paid in cash or cash equivalents (or to the extent converted intocash or cash equivalents) to the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referentPerson) in respect of such period,

(vi) the cumulative effect of a change in accounting principles and changes as a result of the adoption ormodification of accounting policies during such period whether effected through a cumulative effect adjustment or aretroactive application, in each case in accordance with GAAP during such period shall be excluded,

(vii) effects of purchase accounting adjustments (including the effects of such adjustments pushed down tosuch Person and its Subsidiaries and including the effects of adjustments to (A) deferred rent, (B) Capitalized LeaseObligations or other obligations or deferrals attributable to capital spending funds with suppliers or (C) any deferrals ofrevenue) in component amounts required or permitted by GAAP, resulting from the application of recapitalization accountingor purchase accounting, as the case may be, in relation to the Transactions or any acquisition, refranchising transaction orInvestment consummated after the Closing Date or the amortization or write-off of any amounts thereof, net of Taxes, shallbe excluded,

(viii) any impairment charges or asset write-offs or write-downs, in each case pursuant to GAAP, and theamortization of intangibles and other fair value adjustments arising pursuant to GAAP, shall be excluded,

(ix) any (a) non-cash compensation charge or (b) costs or expenses realized in connection with or resultingfrom management equity, profits interests or stock option plans or any other management agreement or plan, employeebenefit plans, post-employment benefit plans, or any stock subscription or shareholder agreement, any distributor equity planor any similar equity plan or agreement (including any deferred compensation arrangement or trust), grants or sales of stock,stock appreciation or similar rights, equity incentive programs or similar rights, long term incentive plans or similar rights,stock options, restricted stock, preferred stock or other rights, and any cash charges associated with the rollover, accelerationor payout of equity interests by management of the Borrower, a Subsidiary or Holdings shall be excluded,

(x) accruals and reserves that are established or adjusted, as applicable, within (a) twelve months after theClosing Date that are required to be established, adjusted or incurred, as applicable, as a result of the Transactions inaccordance with GAAP, (b) within twelve months after the closing of any other acquisition, Investment or refranchisingtransaction that are required to be established, adjusted or incurred, as applicable, as a result of such acquisition, Investmentor refranchising transaction in accordance with GAAP or (c) that are so required to be established or adjusted as a result ofthe adoption or modification of accounting principles or policies shall be excluded,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(xi) non-cash gains, losses, income and expenses resulting from fair value accounting required by theapplicable standard under GAAP and related interpretation shall be excluded,

(xii) any gain, loss, income, expense or charge resulting from the application of any LIFO method shall beexcluded,

(xiii) any charges for deferred Tax expenses associated with any tax deduction or net operating loss arisingas a result of the Transactions, or the release of any valuation allowance related to any such item shall be excluded,

(xiv) (a) any unrealized or realized currency translation or transaction gains and losses (including currencyremeasurements of Indebtedness, any currency translation gains and losses related to the translation to the presentationcurrency and translation of a foreign operation and any net loss or gain resulting from Hedging Agreements), (b) any realizedor unrealized gain or loss in respect of (x) any obligation under any Hedging Agreement as determined in accordance withGAAP and/or any other derivative instrument, pursuant to, in the case of this clause (y), Financial Accounting StandardsBoard’s Accounting Standards Codification No. 815-Derivatives and Hedging and (c) unrealized gains or losses in respect ofany Hedging Agreement and any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fairvalue of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in respect ofHedging Agreements, shall be excluded,

(xv) any deductions attributable to minority interests or the amount of any non-controlling interestattributable to non-controlling interests of third parties in any non-wholly owned Subsidiary, excluding cash distributions inrespect thereof, shall be excluded,

(xvi) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses orotherwise) shall be excluded,

(xvii) so long as such Person in good faith expects to receive such amount, to the extent that (x) a claim forreimbursement or indemnification is submitted or expected to be submitted within 180 days and (y) such Person expects ingood faith to receive such amount within 365 days following the date of such submission (with a deduction for any amountso added back to the extent not so submitted within 180 days or reimbursed within such 365 days), to the extent reducingConsolidated Net Income in such period the amount of proceeds estimated in good faith to be received or receivable withrespect to liability or casualty events or business interruption or that are, directly or indirectly, reimbursed or reimbursable bya third party, and amounts that are covered by indemnification or other reimbursement provisions in connection with anyacquisition, refranchising transaction, Investment or any sale, conveyance, transfer or other disposition of assets permittedhereunder shall be included (with a deduction for amounts actually received up to such estimated amount to the extentincluded in Net Income in a future period) and expenses incurred in connection with obtaining such reimbursement orindemnification shall be excluded,

(xviii) with respect to events that result in one or more retail locations being closed, so long as such Person ingood faith expects to receive such amount, to the extent that (x) a claim for reimbursement or indemnification is submitted orexpected to be submitted within 180 days and (y) such Person expects in good faith to receive such amount within 365 daysfollowing the date of such submission (with a deduction for any

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

amount so added back to the extent not so submitted within 180 days or reimbursed within such 365 days), the amount ofproceeds estimated in good faith to be received or receivable with respect to business interruption that are, directly orindirectly, reimbursed or reimbursable by a third party, shall be included (with a deduction for amounts actually received upto such estimated amount to the extent included in Net Income in a future period) and expenses incurred in connection withobtaining such reimbursement or indemnification shall be excluded,

(xix) without duplication, an amount equal to the amount of distributions actually made to any parent orequity holder of such Person in respect of such period in accordance with Section 6.06(b)(v) shall be included as though suchamounts had been paid as income Taxes directly by such person for such period,

(xx) Capitalized Software Expenditures and software development costs shall be excluded,

(xxi) closing fees, amendment fees and other costs, expenses and charges incurred in connection withQualified Receivables Financings, shall be excluded,

(xxii) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures shall beexcluded.

“Consolidated Total Assets” shall mean, as of any date, all amounts which would, in conformity with GAAP, be setforth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower and its consolidatedSubsidiaries.

“Continuing Letter of Credit” shall have the meaning assigned to such term in Section 2.05(k).

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling”and “Controlled” shall have meanings correlative thereto.

“Control Investment Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is incontrol of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Personmeans the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether bycontract or otherwise. For the avoidance of doubt, (x) any affiliates, collectively with the funds, partnerships or other co-investmentvehicles, in each case managed, advised or controlled by the BDT Investor and (y) BDT WSP Holdings, LLC, in each case, otherthan portfolio companies thereof, will constitute a Control Investment Affiliate of the BDT Investor.

“Covered Entity” has the meaning specified in Section 9.26.

“Credit Event” shall have the meaning assigned to such term in Article IV.

“Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on acumulative basis equal to, without duplication:

(a) the greater of (x) $57,750,000 and (y) 0.25 times EBITDA calculated on a Pro Forma Basis for the then mostrecently ended Test Period, plus

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(b) commencing with the fiscal quarter of the Borrower ending on December 31, 2020, the Cumulative RetainedExcess Cash Flow Amount at such time, which cumulative amount shall not be less than zero; provided that such amount shall notbe available (A) for any Restricted Payment pursuant to Section 6.06(e) or any Restricted Debt Payment pursuant to Section 6.09(b)(i)(E) if any Event of Default shall have occurred and be continuing or (B) for any Investment pursuant to Section 6.04(hh) if anySpecified Event of Default (with respect to the Borrower or the Euro Borrower) shall have occurred and be continuing, plus

(c) the aggregate amount of any Excluded Proceeds, plus

(d) the aggregate amount of any Retained Declined Proceeds, plus

(e) (i) the cumulative amount of proceeds (including cash and the fair market value (as determined in good faithby the Borrower) of property other than cash) from the sale of Equity Interests of the Borrower or Holdings or any other ParentEntity (other than, in the case of any issuance by the Borrower or Holdings, Disqualified Stock) after the Closing Date and on orprior to such time (including upon exercise of warrants or options), which proceeds have been contributed as Permitted Equity to thecapital of the Borrower, and (ii) Equity Interests of the Borrower or Holdings or any other Parent Entity issued upon conversion ofIndebtedness (other than Indebtedness that is contractually subordinated to the Loan Obligations in right of payment) of theBorrower or any Subsidiary owed to a person other than the Borrower or a Subsidiary to the extent not increasing any other basketunder Article VI; provided that this clause (e) shall exclude Permitted Cure Securities, sales of Equity Interests financed ascontemplated by Section 6.04(e) or used as described in clause (x) of the definition of “EBITDA”, any amount used to incurIndebtedness under Section 6.01(l), and any amounts used to finance Restricted Debt Payments pursuant to Section 6.09(b), plus

(f) 100% of the aggregate amount of contributions as Permitted Equity to the capital of the Borrower received incash (and the fair market value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date(subject to the same exclusions as are applicable to clause (e) above), plus

(g) 100% of the aggregate principal amount of any Indebtedness (including the liquidation preference ormaximum fixed repurchase price, as the case may be, of any Disqualified Stock) of the Borrower or any Subsidiary issued after theClosing Date (other than Indebtedness issued to a Subsidiary), which has been converted into or exchanged for Equity Interests(other than Disqualified Stock) in the Borrower or Holdings or for Equity Interests of any other Parent Entity (and the fair marketvalue (as determined in good faith by the Borrower) of any property other than cash received by the Borrower or any Subsidiaryupon such conversion or exchange), plus

(h) 100% of the aggregate amount received by the Borrower or any Subsidiary in cash (and the fair market value(as determined in good faith by the Borrower) of property other than cash received by the Borrower or any Subsidiary) after theClosing Date from:

(A) the issuance or sale (other than to the Borrower or any Subsidiary) of the Equity Interests of anUnrestricted Subsidiary to the extent not increasing any other basket under Section 6.04 and in an amount not toexceed the amount of any Investment in such Unrestricted Subsidiary made using the Cumulative Credit, or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(B) any dividend or other distribution by an Unrestricted Subsidiary to the extent not increasing any otherbasket under Section 6.04 and in an amount not to exceed the amount of any Investment in such UnrestrictedSubsidiary made using the Cumulative Credit, plus

(i) in the event any Unrestricted Subsidiary, joint venture or minority investment has been redesignated as aSubsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into,Holdings, the Borrower or any Subsidiary, the fair market value (as determined in good faith by the Borrower) of the Investments ofHoldings, the Borrower or any Subsidiary in such Unrestricted Subsidiary, joint venture or minority investment at the time of suchredesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) to the extent not increasing any otherbasket under Section 6.04 in an amount not to exceed the amount of any Investment in such Unrestricted Subsidiary, joint venture orminority interest, plus

(j) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale,repayments, income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments madepursuant to Section 6.04(hh) using the Cumulative Credit (not to exceed the amount of such Investments using the CumulativeCredit), plus

(k) the net proceeds received by the Borrower or any Subsidiary during the period from and including the dayimmediately following the Closing Date through and including such time in connection with the Disposition to any person (otherthan the Borrower or any Subsidiary) of any Investment made pursuant to Section 6.04(hh), plus

(l) an amount equal to the aggregate fair market value (as determined in good faith by the Borrower) of anyInitial Term B Loans, Other Term Loans, Incremental Term Loans, Incremental Equivalent Debt, Refinancing Term Loans orRefinancing Notes contributed to Holdings or the Borrower or any of its Subsidiaries and cancelled after the Closing Date, minus

(m) any amount thereof used to make Investments pursuant to Section 6.04(hh) after the Closing Date prior tosuch time, minus

(n) any amount thereof used to make Restricted Payments pursuant to Section 6.06(e) prior to such time, minus

(o) any amount thereof used to make Restricted Debt Payments pursuant to Section 6.09(b)(i)(E) (other thanpayments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the CumulativeCredit pursuant to clause (e) above).

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount (which shall not be less thanzero in the aggregate) determined on a cumulative basis equal to the aggregate cumulative sum of the Excess Cash Flow that is notrequired to be applied as a mandatory prepayment under Section 2.11(c) for all Excess Cash Flow Periods ending after the ClosingDate and prior to such date.

“Cure Amount” shall have the meaning assigned to such term in Section 7.03.

“Cure Expiration Date” shall have the meaning assigned to such term in Section 7.03.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Cure Right” shall have the meaning assigned to such term in Section 7.03.

“Current Assets” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date ofdetermination, all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance withGAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets at such date ofdetermination, other than amounts related to current or deferred Taxes based on income or profits.

“Current Liabilities” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any dateof determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrowerand its Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b)accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based onincome or profits, (d) accruals, if any, of Transaction Expenses resulting from the Transactions, (e) accruals of any costs or expensesrelated to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirementbenefit obligations, and (f) accruals for add-backs to EBITDA included in clauses (a)(iv), (a)(v), and (a)(vii) of the definition of suchterm.

“Debt Fund Affiliate” shall mean an Affiliate of the BDT Investor (other than Holdings, the Borrower or any of itsSubsidiaries or a natural Person) that is a bona fide debt fund or investment vehicle primarily engaged in the making, purchasing,holding or otherwise investing in commercial loans, bonds or similar extensions of credit in the ordinary course of its business andwith respect to which none of the Borrower, the BDT Investor or any of their Affiliates that is not a bona fide debt fund, investmentvehicle or regulated bank entity primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans,bonds or similar extensions of credit in the ordinary course of its business makes investment decisions or has the power, directly orindirectly, to cause the direction of such Affiliate’s investment decisions. For the avoidance of doubt, any Person that is a limitedpartner or member of an investment vehicle managed by the BDT Investor shall not be deemed to be a Debt Fund Affiliate.

“Debt Service” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period,Interest Expense for such period, plus scheduled principal amortization on Indebtedness included in Consolidated Average Debt forsuch period.

“Debtor Relief Laws” shall mean the U.S. Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy,assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, judicial management, scheme ofarrangement, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from timeto time in effect.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.10(c)(i).

“Declining Lender” shall have the meaning assigned to such term in Section 2.10(c)(i).

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event ofDefault.

“Default Right” has the meaning specified in Section 9.26.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Defaulting Lender” shall mean, subject to Section 2.22(b), any Lender that has failed to (i) fund all or any portion ofits Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies theAdministrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or moreconditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specificallyidentified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender orany other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit orSwingline Loans) within two Business Days of the date when due, has notified the Borrower, the Swingline Lender, theAdministrative Agent or any Issuing Bank in writing that it does not intend or expect to comply with its funding obligations (i)hereunder (unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of suchLender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with anyapplicable default, shall be specifically identified in such writing) has not been satisfied) or (ii) generally under other agreements inwhich it commits to extend credit, or has made a public statement to that effect, has failed, within three Business Days after writtenrequest by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it willcomply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuantto this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or has, or has a direct orindirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under anyDebtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit ofcreditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal DepositInsurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equityinterest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownershipinterest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of Americaor from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by theAdministrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of theeffective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be aDefaulting Lender (subject to Section 2.22) as of the date established therefor by the Administrative Agent in a written notice ofsuch determination, which shall be delivered by the Administrative Agent to the Borrower, each Issuing Bank, the Swingline Lenderand each Lender promptly following such determination.

“Designated Guarantor” shall have the meaning assigned to such term in the definition of “Subsidiary Loan Party.”

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Borrower)of non-cash consideration received by the Borrower or any Subsidiary in connection with an Asset Sale that is so designated asDesignated Non-Cash Consideration by the Borrower, less the amount of cash or cash equivalents received in connection with asubsequent disposition of such Designated Non-Cash Consideration.

“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directorsof such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer orotherwise dispose of any property, business or asset. The term “Disposition” shall have a correlative meaning to the foregoing.

“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person that, by its terms (orby the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon thehappening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests),pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of theholders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior or concurrent repayment infull of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments), (b) isredeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides forthe scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any otherEquity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the LatestMaturity Date in effect at the time of issuance thereof (provided that only the portion of the Equity Interests that so mature or aremandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to suchdate shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or toany plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees shall not constituteDisqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable statutory orregulatory obligations or as a result of such employee’s termination, death or disability; and (ii) any class of Equity Interests of suchperson that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are notDisqualified Stock shall not be deemed to be Disqualified Stock.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount,and (b) with respect to any amount denominated in Euros or in any Alternative Currency, the equivalent amount thereof in Dollars asdetermined by the Administrative Agent or the Issuing Bank, as the case may be, at such time on the basis of the Spot Rate(determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Euros or such Alternative Currency.

“Dollar Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of suchSwingline Lender to make Swingline Loans in Dollars pursuant to Section 2.04(a). The aggregate amount of the Dollar SwinglineCommitments on the Closing Date is $25,000,000. The Dollar Swingline Commitment is part of, and not in addition to, theRevolving Facility Commitments.

“Dollar Swingline Lender” shall have the meaning assigned to such term in the definition of “Swingline Lender”.

“Dollar Swingline Loans” shall mean any Swingline Loans denominated in Dollars.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Early Opt-In Election” shall have the meaning assigned to such term in Section 2.14(a)(ii).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“EBITDA” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, theConsolidated Net Income of the Borrower and its Subsidiaries for such period, plus (a) the sum of (in each case without duplicationand to the extent the respective amounts described in subclauses (i) through (xx) of this clause (a)(x) reduced such Consolidated NetIncome (other than clauses (iv), (ix), (xiii), (xvii) and (xviii) below) and (y) were not excluded therefrom for the respective periodfor which EBITDA is being determined):

(i) (A) provision for Taxes or deferred Taxes based on income, profits, revenue or capital of the Borrowerand its Subsidiaries for such period, including, without limitation, capital, federal, state, local, franchise and similar Taxes,property Taxes and foreign withholding Taxes (including penalties and interest related to Taxes or arising from Taxexaminations) and the amount of distributions pursuant to Sections 6.06(b)(iii) and 6.06(b)(v) in respect of such period and(B) any payments to Holdings in respect of Taxes permitted to be made hereunder,

(ii) Interest Expense (and to the extent not included in Interest Expense, (a) fees and expenses paid to theAdministrative Agent in connection with its services hereunder, (b) other bank, administrative agency (or trustee) andfinancing fees (including commissions, discounts and other fees and charges associated with the Loans, the Letters of Creditand any Indebtedness issued in connection with any Qualified Receivables Financing) and rating agency fees, (c) all cashdividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including the preferredreturn on the Holdings’ or the Borrower’s preferred units) or Disqualified Stock, (d) costs of surety bonds in connection withfinancing activities (whether amortized or immediately expensed), (e) interest charge on defined benefit liabilities, (f)unwinding of discount on restoration and onerous lease provisions) of the Borrower and its Subsidiaries for such period and(g) any losses on Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest orcurrency exchange rate risk, net of interest income and gains on such Hedging Agreements or such derivative instruments,

(iii) (A) depreciation and amortization expenses of the Borrower and its Subsidiaries for such periodincluding the amortization of goodwill (including goodwill or other expense recognition of any costs associated with assetwrite-ups in accordance with Financial Accounting Standards No. 141(R) and non-cash gains or losses associated with ASC460) and other intangible assets, deferred financing fees, debt issuance costs, original issue discount and CapitalizedSoftware Expenditures, amortization of unrecognized prior service costs and actuarial gains and losses related to pensionsand other post-employment benefits (including, for purpose of this clause (A), but without duplication of clause (a)(ii) above,amortization or write-off of deferred financing fees, debt discounts and debt issuance costs and commissions, discounts andother fees and charges associated with the Loans, the Letters of Credit and any Indebtedness issued in connection with anyQualified Receivables Financing) and (B) any impairment charge,

(iv) business optimization expenses and other restructuring charges or reserves, including any one-timecosts incurred in connection with the adjustments referred to in clause (ix) below (which, for the avoidance of doubt, shallinclude, without limitation, charges in connection with any restructuring costs (including in connection with any tax relatedrestructuring), integration costs, retention, recruiting, relocation and signing or completion bonuses and expenses, stockoption and other equity-based compensation expenses and the amount of payments made to option holders in connectionwith, or as a result of, any distribution being made to shareholders, severance

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

costs, systems establishment costs, costs relating to entry into a new market or to exiting a market, costs associated withoffice and facility openings, pre-openings, closings, expansions and consolidations (including but not limited to terminationcosts, moving costs and legal costs), new operation costs, unused warehouse and other facility costs, new contract orcorporate development costs, software and other Intellectual Property development costs, project start-up costs, costs relatingto early termination of rights fee arrangements, consulting fees, curtailments or modifications to pension and post-retirementemployee benefits and any costs attributable to the undertaking and/or implementation of new initiatives, businessoptimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions, synergies and/orsimilar initiatives or programs (including, without limitation, in connection with any inventory optimization program,integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixedassets for alternative uses, any employee ramp-up charges or any changes related to underutilized personnel (includingduplicative personnel) or any implementation of operational and reporting systems and technology initiatives (including anyexpense relating to the implementation of enhanced accounting or IT functions or new system designs))),

(v) any other non-cash charges, expenses or losses, including, without limitation, any non-cashimpairment charge and any write-offs or write-downs, any amortization of intangibles, any non-cash compensation expense,any non-cash translation loss and any non-cash expense relating to the vesting of warrants in each case reducingConsolidated Net Income for such period; provided that for purposes of this subclause (v) of this clause (a), (i) if any suchnon-cash charges represent an accrual or reserve for potential cash items in any future period, the Borrower may determinenot to add back such non-cash charge in the current period and (ii) to the extent the Borrower does decide to add back anysuch non-cash charges, any non-cash charges or losses shall be treated as cash charges or losses in any subsequent periodduring which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of aprepaid cash item that was paid in a prior period),

(vi) (A) the amount of board of director fees and related indemnities and expenses and management,consulting, monitoring, transaction, advisory, transaction, termination and similar fees and related indemnities and expenses(including reimbursements) paid to the BDT Investor and/or their respective Affiliates or management companies (or anyaccruals related to such fees and related expenses) and payments to outside directors of the Borrower or Holdings or anyother Parent Entity actually paid by or on behalf of, or accrued by, such person or any of its subsidiaries during such periodand (B) the amount of payments made to optionholders of such person in connection with, or as a result of, any distributionbeing made to equityholders of such person, which payments are being made to compensate such optionholders as thoughthey were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted underthis Agreement,

(vii) Transaction Expenses and other transaction fees, costs, accruals, expenses or charges (includingrationalization, legal, tax, structuring and other costs and expenses, other than depreciation or amortization expense asdescribed in the preceding subclause (iii)) related to (A) any issuance or exchange of Equity Interests (including by Holdingsor any other Parent Entity), Investment, acquisition, refranchising transaction, New Project, Disposition, merger,consolidation or amalgamation, recapitalization, dividend, restricted payment, option buyouts, refinancing transactions,hedging agreements or other derivative instruments, or the incurrence, modification, amendment or repayment ofIndebtedness (including any amortization or write-off of debt issuance or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

deferred financing costs, premiums and prepayment penalties) permitted to be incurred by this Agreement (includingrepayment, redemption or refinancing thereof) (in each case, whether or not successful), including (x) such fees, expenses orcharges related to this Agreement (including rating agency legal and bank fees), (y) any amendment or other modification ofthe Secured Obligations or other Indebtedness and (z) commissions, discounts, yield and other fees, expenses and charges(including any interest expense) related to any Qualified Receivables Financing and/or (B) in connection with any QualifiedIPO or becoming a standalone company or a public company (in each case, whether or not consummated),

(viii) the amount of any loss, discount or other charge in connection with a sale of Receivables Assets andany assets related to any Receivables Subsidiary or in connection with any Qualified Receivables Financing, includingamortization of loan origination costs and amortization of portfolio discounts,

(ix) pro forma adjustments, including (1) expected “run rate” cost savings, operating expense reductions,operational improvements, and other synergies (in each case, net of amounts actually realized), (A) identified to theArrangers (including in the Projections, any management presentation, any Confidential Information Memorandum or anyquality of earnings or similar report or analysis) prior to the Closing Date (including in respect of any action taken on or priorto the Closing Date) or (B) related to any acquisition (including the commencement of activities constituting a business),disposition (including the termination or discontinuance of activities constituting a business) or other specified investment ortransaction, or related to any restructuring initiative, cost savings initiative or other initiative (including the effect ofincreased pricing in customer contracts, the renegotiation of contracts or other arrangements of efficiencies from the shiftingof production of one or more products from one or more products from one manufacturing facility to another), that arereasonably identifiable and projected by the Borrower in good faith to result from actions that have been taken or withrespect to, which steps have been taken or are expected to be taken within 24 months after the last day of the applicableperiod (in the good faith determination of the Borrower) and (2) the aggregate amount of net income projected by theBorrower in good faith to result from binding contracts entered into during such period,

(x) (A) any costs or expense incurred pursuant to any management equity plan or stock option plan or anyother management or employee benefit plan or agreement or any stock subscription or shareholder agreement, any pensionplan (including any post-employment benefit program which has been agreed to with the relevant pension trustee), anyemployee benefit trust, any employment benefits program, any long-term incentive plan or any similar equity plan orarrangement (including any deferred compensation arrangement), including, without limitation, pensions or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial costs, includingamortization of such amounts arising in prior periods, and (B) any charge in connection with the rollover, acceleration orpayout of equity interests held by management, in each case under this clause (x), to the extent that such costs or expensesare non-cash or are funded with cash proceeds contributed to the capital of the Borrower or a Subsidiary Loan Party (otherthan contributions received from the Borrower or another Subsidiary Loan Party) or net cash proceeds of an issuance ofEquity Interests of the Borrower (other than Disqualified Stock),

(xi) add-backs and adjustments (x) that are consistent with Regulation S-X or (y) that are of the typeidentified or set forth in the Projections or any quality of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

earnings analysis or report prepared by financial advisors of recognized standing or any other firm reasonably acceptable tothe Administrative Agent (it being understood that the “Big Four” accounting firms are acceptable) and delivered to theAdministrative Agent in connection with any acquisition or Investment permitted by this Agreement,

(xii) the amount of any loss or pre-opening expenses attributable to a New Project, until the date that is 12months after the date of completing the construction, acquisition, assembling or creation of such New Project, as the casemay be; provided that (A) such losses or pre-opening expenses are reasonably identifiable and factually supportable and (B)losses or pre-opening expenses attributable to such New Project after 12 months from the date of completing suchconstruction, acquisition, assembling or creation, as the case may be, shall not be included in this subclause (xii),

(xiii) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any netincome referred to in clause (v) of the definition of “Consolidated Net Income,” an amount equal to the proportion of thoseitems described in subclauses (i), (ii) and (iii) above relating to such joint venture corresponding to the Borrower’s and itsSubsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were aSubsidiary),

(xiv) one-time costs associated with commencing Public Company Compliance,

(xv) [reserved],

(xvi) the amount of earn-out and other contingent consideration obligations (including to the extentaccounted for as bonuses, compensation or otherwise) incurred in connection with (A) the Transactions, (B) acquisitions,refranchising transactions and Investments completed prior to the Closing Date and (C) any acquisition, refranchisingtransaction or other Investment permitted by this Agreement, in each case, which is paid or accrued in such period; providedthat any accrual amount added back pursuant to this clause (xvi) shall not be added back in any subsequent period when paid,

(xvii) the amount of any cash actually received by such person (or the amount of the benefit of any nettingarrangement resulting in reduced cash expenditures) during such period and not included in Consolidated Net Income in anyperiod, to the extent that any non-cash gain relating to such cash receipt or netting arrangement was deducted in thecalculation of EBITDA pursuant to clause (b) below for any previous period and not added back,

(xviii) any non-cash charge related to rent expense, including the excess of rent expense over actual cash rentpaid during the relevant period due to the use of straight line rent for GAAP purposes,

(xix) extraordinary, special, unusual, or non-recurring charges, expenses or losses (as determined by theBorrower in good faith), and

(xx) any other charges in connection with a single or one-time event;

minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated NetIncome for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of theBorrower and its Subsidiaries for such period (but excluding any such items (A) in respect of which cash was

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reservefor, anticipated cash charges that reduced EBITDA in any prior period) and extraordinary gains.

Notwithstanding anything contained in this definition to the contrary, EBITDA of the Borrower and its Subsidiaries shall bedeemed to be: (a) $29,750,357 for the fiscal quarter ended September 30, 2020, (b) $116,181,805 for the fiscal quarter ended June30, 2020, (c) $91,648,514 for the fiscal quarter ended March 31, 2020 and (d) $265,244 for the fiscal quarter ended December 31,2019 (in each case, as adjusted (i) on a Pro Forma Basis, as applicable and (ii) pursuant to clause (a)(ix), as applicable, for each TestPeriod).

“ECF Date” shall have the meaning assigned to such term in Section 2.11(c).

“ECF Payment Amount” shall have the meaning assigned to such term in Section 2.11(c).

“ECF Threshold Amount” shall have the meaning assigned to such term in Section 2.11(c).

“EEA Financial Institution” shall mean any credit institution or investment firm established in any EEA MemberCountry which is subject to the supervision of an EEA Resolution Authority, any entity established in an EEA Member Countrywhich is a parent of an institution described in clause (a) of this definition, or any financial institution established in an EEAMember Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidatedsupervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, andNorway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEAFinancial Institution.

“Electronic Copy” shall have the meaning assigned to such term in Section 9.13(b).

“Electronic Record” shall have the meaning assigned to such term in Section 9.13(b).

“Electronic Signature” shall have the meaning assigned to such term in Section 9.13(b).

“Employee Benefit Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) thatis or was, within the preceding six years, established, sponsored, maintained, or contributed to by Holdings, the Borrower or aSubsidiary, or with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of theCode, any ERISA Affiliate.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigablewater and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances,orders, binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating inany way to the Environment, preservation or reclamation of natural resources, the generation, use, transport, management, Releaseor threatened Release of, or exposure to, any hazardous material or to public or employee health and safety matters (to the extentrelating to the Environment or hazardous materials).

“Environmental Permits” shall have the meaning assigned to such term in Section 3.16.

“Equity Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire,warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person,including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, andany securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from timeto time and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings, theBorrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply withrespect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code orSection 302 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (asdefined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code orSection 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure tomake by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make anyrequired contribution to a Multiemployer Plan; (e) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate ofany liability (contingent or otherwise) under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan;(f) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any noticerelating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA, or theoccurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of suchproceedings; (g) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability (contingent orotherwise) with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings,the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, theBorrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or adetermination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in“endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions forimposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (j) the withdrawal or partialwithdrawal of any of Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISAduring a plan

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that istreated as such a withdrawal under Section 4062(e) of ERISA; or (k) the filing of a notice of intent to terminate any Plan.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor person), as in effect from time to time.

“Euro” and “€” shall mean the single currency of the Participating Member States.

“Euro Borrower” shall have the meaning assigned to such term in the recitals hereto.

“Euro Borrower Sublimit” shall mean an amount equal to the lesser of the total Revolving Facility Commitments and$50,000,000. The Euro Borrower Sublimit is part of, and not in addition to, the Revolving Facility Commitments.

“Euro Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of suchSwingline Lender to make Swingline Loans in Euros under the Euro Borrower Sublimit pursuant to Section 2.04(a). The aggregateamount of the Euro Swingline Commitments on the Closing Date (the “Initial Euro Swingline Commitments”) is $13,000,000. TheEuro Swingline Commitment is part of, and not in addition to, the Revolving Facility Commitments and the Euro SwinglineCommitment is part of, and not in addition to, the Euro Borrower Sublimit.

“Euro Swingline Lender” shall have the meaning assigned to such term in the definition of “Swingline Lender”.

“Euro Swingline Loans” shall mean any Swingline Loans denominated in Euros under the Euro Borrower Sublimit.

“Euro Equivalent” shall mean at any time, with respect to any amount denominated in Dollars, the equivalent amountthereof in Euros as determined by the Administrative Agent or the Issuing Bank, as the case may be, at such time on the basis of theSpot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Euros with Dollars.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan.

“Eurocurrency Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.

“Eurocurrency Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined byreference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Eurocurrency Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to theAdjusted LIBO Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for anyExcess Cash Flow Period, EBITDA of the Borrower and its Subsidiaries on a consolidated basis for such Excess Cash Flow Periodwithout giving effect to clauses (v), (viii), (ix), (xi) and (xv) thereof, minus, without duplication:

(a) Debt Service for such Excess Cash Flow Period to the extent paid (including (i) fees and expenses paid to theAdministrative Agent in connection with its services hereunder, (ii) other bank, administrative or rating agency (or trustee) andfinancing fees, (iii) costs of surety bonds in connection with financing activities (whether amortized or immediately expensed) and(iv) commissions, discounts, closing fees and other fees and charges owed with respect to revolving commitments, letters of credit,bank guarantees, bankers’ acceptances or any similar facilities or financing and Hedging Agreements),

(b) the aggregate principal amount of any voluntary payment permitted hereunder of term Indebtedness and theamount of any voluntary payments of revolving Indebtedness to the extent accompanied by permanent reductions of any revolvingfacility commitments during such Excess Cash Flow Period (other than any voluntary prepayment of the Term Loans and Other FirstLien Debt, which shall be the subject of Section 2.11(c)(ii)(A) and any voluntary prepayments of the Revolving FacilityCommitment, which shall be the subject of Section 2.11(c)(ii)(B)),

(c) Taxes (including Taxes paid pursuant to any Tax sharing arrangement) paid in cash or Tax reserves set asidein good faith for amounts payable in respect of such Fiscal Year by Holdings, the Borrower and its Subsidiaries during such ExcessCash Flow Period or that will be paid within six months after the end of such Excess Cash Flow Period and the amount of anydistributions made pursuant to Sections 6.06(b)(iii) and Section 6.06(b)(v) during such Excess Cash Flow Period or that will bemade within six months after the close of such Excess Cash Flow Period; provided (x) that with respect to any such amounts to bepaid or distributed after the close of such Excess Cash Flow Period, (i) any amount so deducted shall not be deducted again in asubsequent Excess Cash Flow Period, except to the extent such amount has been added back pursuant to clause (B)(g) below and issubsequently paid or distributed, and (ii) appropriate reserves shall have been established in accordance with GAAP and (y) anyreserves set aside not actually paid during the Excess Cash Flow Period or such six month period after the Excess Cash Flow Periodshall increase Excess Cash Flow in the next subsequent Excess Cash Flow Period,

(d) an amount equal to any increase in Working Capital (other than any increase arising from the recognition orde-recognition of any Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and itsSubsidiaries for such Excess Cash Flow Period,

(e) cash expenditures made in respect of Hedging Agreements during such Excess Cash Flow Period, to theextent not reflected in the computation of EBITDA or Interest Expense,

(f) amounts paid in cash pursuant to a long term cash incentive plan,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(g) amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were accounted for asnon-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Incomein determining EBITDA of the Borrower and its Subsidiaries in a prior Excess Cash Flow Period and (B) reserves or accrualsestablished in purchase accounting,

(h) the aggregate principal amount of all mandatory prepayments and scheduled repayments of Indebtedness(other than those required due to the incurrence of Indebtedness (other than revolving Indebtedness)), together with the aggregateamount of any interest, premiums, make whole or penalty payments required to be paid (and actually paid) in connection therewith(other than any mandatory prepayment of the Term Loans and Other First Lien Debt, which shall be the subject of Section 2.11(c)(ii)(C)),

(i) the amount related to items that were added to or excluded from or not deducted from Net Income incalculating Consolidated Net Income or were added to or excluded from or not deducted from Consolidated Net Income incalculating EBITDA to the extent such items represented a cash payment which had not reduced Excess Cash Flow upon the accrualthereof in a prior Excess Cash Flow Period, or an accrual for a cash payment, by the Borrower and its Subsidiaries that did notrepresent cash received by the Borrower and its Subsidiaries, in each case on a consolidated basis during such Excess Cash FlowPeriod,

(j) the amount of (A) any deductions attributable to minority interests that were added to or not deducted fromNet Income in calculating Consolidated Net Income and (B) EBITDA of joint ventures and minority investments added toConsolidated Net Income in calculating EBITDA,

(k) cash payments by the Borrower and its Subsidiaries made (or committed) in respect of long term liabilities(including for the purpose of clarity, the current portion of such long term liabilities) of the Borrower and its Subsidiaries other thanIndebtedness, except to the extent such cash payments were deducted in the calculation of Consolidated Net Income or EBITDA,and

(l) to the extent included in the calculation of EBITDA for such Excess Cash Flow Period, the amount of anyinsurance proceeds received by the Borrower or any Subsidiary during such period under any representation and warranty insurancepolicy obtained in connection with any acquisition or Investment permitted by this Agreement;

plus, without duplication:

(m) an amount equal to any decrease in Working Capital (other than any decrease arising from the recognition orde-recognition of any Current Assets or Current Liabilities upon an acquisition or disposition of a business) of the Borrower and itsSubsidiaries for such Excess Cash Flow Period,

(n) cash payments received in respect of Hedging Agreements during such Excess Cash Flow Period to the extent(i) not included in the computation of EBITDA or (ii) such payments do not reduce Interest Expense,

(o) any extraordinary or non-recurring gain realized in cash during such Excess Cash Flow Period (except to theextent such gain consists of Net Proceeds subject to Section 2.11(b)),

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(p) the amount related to items that were deducted from or not added to Net Income in connection withcalculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDA to theextent either (i) such items represented cash received by the Borrower or any Subsidiary or (ii) such items do not represent cash paidby the Borrower or any Subsidiary, in each case on a consolidated basis during such Excess Cash Flow Period, and

(q) to the extent any payments for Taxes referred to in clause (e) above are not made in the following Excess CashFlow Period, the amount of Taxes that were not so paid in such following Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean each Fiscal Year of the Borrower, commencing with the Fiscal Year of theBorrower ending on September 30, 2022 (or, for purposes of calculating the Cumulative Retained Excess Cash Flow Amount forpurposes of the Cumulative Credit with respect to the period ending on September 30, 2021, the period commencing on October 1,2020 and ending on September 30, 2021).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Indebtedness” shall mean all Indebtedness not incurred in violation of Section 6.01 (other thanRefinancing Term Loans or any Indebtedness incurred pursuant to Section 6.01(b)(ii) or Section 6.01(y)).

“Excluded Proceeds” shall have the meaning assigned to such term in the definition of “Net Proceeds.”

“Excluded Property” shall have the meaning assigned to such term in Section 5.10(e).

“Excluded Securities” shall mean any of the following:

(a) any Equity Interests or Indebtedness with respect to which the Collateral Agent and the Borrower reasonablyagree that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under theSecurity Documents are likely to be excessive in relation to the value (as determined by the Borrower in good faith) to be affordedthereby;

(b) any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of (i) any ForeignSubsidiary or (ii) any FSHCO;

(c) any Indebtedness having an individual principal amount less than $5,000,000;

(d) any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirementof Law;

(e) any Equity Interests of any person that is not a Wholly Owned Subsidiary;

(f) any Equity Interests of any Immaterial Subsidiary, any Unrestricted Subsidiary or any Receivables Subsidiary;

(g) any Equity Interests owned by (i) any Foreign Subsidiary or (ii) any FSHCO;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(h) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonablybe expected to result in material adverse Tax consequences to Holdings, the Borrower or any Subsidiary as determined in good faithby the Borrower in consultation with the Administrative Agent;

(i) any Equity Interests or Indebtedness that are set forth on Schedule 1.01(A) to this Agreement or that havebeen identified on or prior to the Closing Date in writing to the Agent by a Responsible Officer of the Borrower and agreed to by theCollateral Agent;

(j) to the extent permitted pursuant to Article VIA, any Indebtedness owned by or owing to Holdings, other thanintercompany receivables; and

(k) any Margin Stock;

provided that, in no event shall this definition of “Excluded Securities” include the Equity Interests in Holdings, the Borrower or anySubsidiary Loan Party.

“Excluded Subsidiary” shall mean any of the following (except as otherwise provided in the definition of SubsidiaryLoan Party):

(a) each Immaterial Subsidiary,

(b) each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-WhollyOwned Subsidiary),

(c) each Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Secured Obligations byany Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guaranteeor grant Liens to secure the Secured Obligations (unless such consent, approval, license or authorization has been received),

(d) each Subsidiary for which the Guaranteeing or granting Liens to secure the Secured Obligations on theClosing Date or at the time such Subsidiary becomes a Subsidiary not in violation of Section 6.09(c) is prohibited by, or wouldviolate, invalidate, terminate (or cause a right of termination in favor of a third party) or cause a breach under any applicablecontractual requirement with an unaffiliated third party (and for so long as such restriction or any replacement or renewal thereof isin effect and so long as such restriction was not created in anticipation of such Person becoming a subsidiary),

(e) any Receivables Subsidiary,

(f) any Foreign Subsidiary (including the Euro Borrower),

(g) any FSHCO,

(h) any Subsidiary that is a Subsidiary of (i) any Foreign Subsidiary or (ii) any FSHCO,

(i) any Captive Insurance Subsidiary,

(j) any Unrestricted Subsidiary,

(k) any not-for-profit Subsidiary,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(l) any other Subsidiary with respect to which, (x) the Administrative Agent and the Borrower reasonably agreethat the cost or other consequences of providing a Guarantee of or granting Liens to secure the Secured Obligations are likely to beexcessive in relation to the value (as determined by the Borrower in good faith) to be afforded thereby or (y) providing such aGuarantee or granting such Liens could reasonably be expected to result in material adverse Tax consequences as determined ingood faith by the Borrower in consultation with the Administrative Agent, and

(m) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined inthe Commodity Exchange Act and the regulations thereunder.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extentthat, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such SwapObligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order ofthe Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of suchGuarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and theregulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective withrespect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower. If a Swap Obligationarises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such SwapObligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean, any of the following Taxes imposed on or required to be withheld or deducted from apayment to a Recipient,

(i) Taxes imposed on or measured by its overall net income or branch profits (however denominated), andfranchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case (x) by a jurisdiction (including anypolitical subdivision thereof) as a result of such Recipient being organized in, having its principal office in, or in the case ofany Lender, having its applicable Lending Office in, such jurisdiction, or (y) that are Other Connection Taxes,

(ii) in the case of a Lender, any U.S. federal withholding Tax imposed on any payment by or on account ofany obligation of any Loan Party hereunder or under any other Loan Document that is required to be imposed on amountspayable to a Lender (other than to the extent such Lender is an assignee pursuant to a request by the Borrower under Section2.19(b) or 2.19(c)) pursuant to laws in force at the time such Lender becomes a party hereto (or designates a new LendingOffice), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of anew Lending Office (or assignment), to receive additional amounts or indemnification payments from any Loan Party withrespect to such withholding Tax pursuant to Section 2.17,

(iii) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Partyhereunder or under any other Loan Document that is attributable to the Administrative Agent’s, any Lender’s or any otherrecipient’s failure to comply with Sections 2.17(e) or (f),

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(iv) in relation to the Euro Borrower, any Belgian withholding Tax due as a direct or indirect consequenceof the relevant Lender not being a Belgian Qualifying Lender, or ceasing to be a Belgian Qualifying Lender other than as aresult of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, orapplication of) any law or Tax treaty, or any published practice or published concession of any relevant taxing authority, and

(v) any Tax imposed under FATCA.

“Existing Class Loans” shall have the meaning assigned to such term in Section 9.08(f).

“Existing Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of December20, 2017, by and among the Borrower, as borrower, the guarantors from time to time party thereto, the lenders from time to timeparty thereto, Bank of America, N.A., as administrative agent, swing line lender and letter-of-credit issuer, and the other parties partythereto (as amended by (i) that certain First Amendment to Credit Agreement dated as of April 8, 2019 by and among the Borrower,the Guarantors party thereto, the Lenders party thereto (as defined therein) and Bank of America, N.A. and (ii) that certain SecondAmendment to Amended and Restated Credit Agreement dated as of March 20, 2020 by and among the Borrower, the Guarantorsparty thereto, the Lenders party thereto (as defined therein) and Bank of America, N.A., and as further amended, supplemented orotherwise modified from time to time prior to the Closing Date).

“Existing Roll-Over Letters of Credit” shall mean those letters of credit or bank guarantees issued and outstanding asof the Closing Date and set forth on Schedule 1.01(C), which shall each be deemed to constitute a Letter of Credit issued hereunderon behalf of the Borrower on the Closing Date.

“Extended Revolving Facility Commitment” shall have the meaning assigned to such term in Section 2.21(e).

“Extended Revolving Loan” shall have the meaning assigned to such term in Section 2.21(e).

“Extended Term Loan” shall have the meaning assigned to such term in Section 2.21(e).

“Extending Lender” shall have the meaning assigned to such term in Section 2.21(e).

“Extension” shall have the meaning assigned to such term in Section 2.21(e).

“Extension Amendment” shall mean an amendment to this Agreement that is reasonably satisfactory to theAdministrative Agent (to the extent required by Section 2.21(e)) and the Borrower, executed by each of (a) the Borrower, (b) theAdministrative Agent and (c) each Lender that has accepted the applicable offer for Extension pursuant hereto and in accordancewith Section 2.21(e).

“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensionshereunder, it being understood that as of the Closing Date there are two Facilities (i.e., the Initial Term B Facility and the InitialRevolving Facility Commitments established on the Closing Date and the extensions of credit thereunder) and (y) after the Closing

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Date, the term “Facility” may include any other Class of Loans or Commitments and the extensions of credit thereunder.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended orsuccessor version that is substantively comparable and not materially more onerous to comply with), any current or futureregulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscalor regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention amongGovernmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the Federal Reserve Bank of New Yorkbased on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bankof New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by theFederal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Effective Rate for any dayis less than zero, the Federal Funds Effective Rate for such day will be deemed to be zero.

“Fee Letters” shall mean the Arranger Fee Letter and the Administrative Agent Fee Letter.

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the AdministrativeAgent Fees.

“Financial Covenant” shall mean the covenant of the Borrower and its Subsidiaries set forth in Section 6.11.

“Financial Officer” of any person shall mean the Chief Financial Officer or an equivalent financial officer, principalaccounting officer, Chief Executive Officer, Treasurer, Assistant Treasurer, Controller or a director of such person, or a dulyauthorized signatory of such person who is a Financial Officer of a subsidiary of such person.

“First Amendment” means that certain First Amendment dated as of the First Amendment Effective Date, by andamong the Borrower, the Euro Borrower, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means the “Amendment Effective Date” (as defined in the First Amendment),which date is July 16, 2021.

“fiscal quarter” shall mean a fiscal quarter of any Fiscal Year.

“Fiscal Year” shall mean the fiscal year of the Borrower ending on September 30 of each calendar year.

“Fitch” shall mean Fitch Ratings Inc. and its successors and assigns.

“Fixed Amounts” shall have the meaning assigned to such term in Section 1.04(b).

“foreign” shall mean any jurisdiction other than the United States of America, any state thereof or the District ofColumbia.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Foreign Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal incomeTax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded asseparate from its owner for U.S. federal income Tax purposes and whose regarded owner is not a “United States person” as definedin Section 7701(a)(30) of the Code.

“Foreign Subsidiary” shall mean any Subsidiary of the Borrower that is organized under the laws of any jurisdictionother than the United States of America, any state thereof or the District of Columbia.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, suchDefaulting Lender’s Revolving Facility Percentage of Revolving L/C Exposure with respect to Letters of Credit issued by suchIssuing Bank other than such Revolving L/C Exposure as to which such Defaulting Lender’s participation obligation has beenreallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender,such Defaulting Lender’s Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participationobligation has been reallocated to other Lenders.

“FSHCO” shall mean any direct or indirect Subsidiary of the Borrower that has no material assets other than thecapital stock or capital stock and Indebtedness of one or more Foreign Subsidiaries.

“GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from timeto time.

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority,instrumentality or regulatory or legislative body.

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of theguarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation (the “primaryobligations”) payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, andincluding any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase orpayment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose ofassuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capitalor any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay suchIndebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtednessor other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) anyLien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, ofthe holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness orother obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements ofinstruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effecton the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (otherthan such obligations with respect to Indebtedness). The amount of any Guarantee of any guarantor shall be deemed to be the lowerof (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is madeand (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying suchGuarantee, unless such primary

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case theamount of such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined bythe Borrower in good faith.

“Guarantee Agreement” shall mean the Guarantee Agreement dated as of the Closing Date as may be amended,restated, supplemented or otherwise modified from time to time, among the Borrower, each Subsidiary Loan Party and the CollateralAgent.

“guarantor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Guarantors” shall mean (i) (if and when applicable) Holdings, (ii) with respect to (x) the Secured Obligations of anyLoan Party in respect of Secured Hedge Agreements or Secured Cash Management Agreements or any Permitted Supply ChainObligations (other than the Secured Obligations of the Borrower) and (y) the Loan Obligations of the Euro Borrower, the Borrower,and (iii) each Subsidiary Loan Party.

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances andconstituents, including, without limitation, explosive or radioactive substances or petroleum by products or petroleum distillates,asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or pesticides, fungicides, fertilizers or otheragricultural chemicals, of any nature subject to regulation or which can give rise to liability under any Environmental Law due totheir hazardous or toxic characteristics.

“Hedge Bank” shall mean any person that, at the time it enters into a Hedging Agreement (or on the Closing Date), is(or an Affiliate thereof is) (a) an Agent, an Arranger or a Lender, regardless of whether any such person shall thereafter cease to bean Agent, an Arranger or a Lender or an Affiliate of any of the foregoing, (b) from time to time identified to the AdministrativeAgent by the Borrower in writing as a Hedge Bank hereunder or (c) listed in Schedule 1.01(E); provided that in no event shall theSecured Obligations in respect of Secured Hedge Agreements owing to any Person that is a Hedge Bank in reliance on this clause (b)exceed, together with any amounts incurred under clause (b) of the definition of “Cash Management Bank”, $75,000,000, at anytime outstanding.

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction,or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debtinstruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, orcredit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather indextransaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of thesetransactions, in each case of the foregoing, whether or not exchange traded; provided that no phantom stock or similar plan providingfor payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, theBorrower or any of its Subsidiaries shall be a Hedging Agreement.

“Holdings” shall have the meaning assigned to such term in Section 5.10(h).

“Holdings Formation Date” shall have the meaning assigned to such term in Section 5.10(h).

“Huntley Real Estate Transaction” shall mean a sale and/or Sale and Lease Back Transaction in respect of theBorrower’s manufacturing facility in Huntley, Illinois.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Immaterial Subsidiary” shall mean any Subsidiary that did not, as of the last day of the most recent Test Period, haveassets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 5% of total revenues ofthe Borrower and its Subsidiaries on a consolidated basis as of such date; provided that the Borrower may elect in its sole discretionto exclude as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof. Each Immaterial Subsidiaryas of the Closing Date shall be set forth in Schedule 1.01(B), and the Borrower shall update such Schedule from time to time afterthe Closing Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to orremoved from such Schedule to be made as the Borrower may determine).

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connectionwith any accrual of interest, the accretion of accreted value, the amortization of original issue discount or deferred financing fees, thepayment of interest or dividends in the form of additional Indebtedness or in the form of Equity Interests, as applicable, the accretionof original issue discount, deferred financing fees or liquidation preference and increases in the amount of Indebtedness outstandingsolely as a result of fluctuations in the exchange rate of currencies.

“Incremental Amount” shall mean, at the time of the establishment of the commitments in respect of the Indebtednessto be incurred utilizing this definition (or, at the option of the Borrower, at the time of incurrence of such Indebtedness), the sum of(without duplication):

(i) (a) the greater of (i) $230,000,000 and (ii) 1.00 times EBITDA, calculated on a Pro Forma Basis, forthe most recently ended four fiscal quarter period for which financial statements were required to have been deliveredpursuant to Section 5.04(a) or (b) (the “Incremental Starter Amount”) plus amounts available to be incurred in reliance on thereallocation allowed under Section 6.01(k) minus (b) the sum of (1) the aggregate outstanding principal amount of allIncremental Term Loans and Incremental Revolving Facility Commitments, in each case incurred or established after theClosing Date and outstanding at such time pursuant to Section 2.21 utilizing this clause (i) and (2) the aggregate outstandingprincipal amount of any Indebtedness incurred pursuant to Section 6.01(z); plus

(ii) any amounts so long as immediately after giving effect to the establishment of the commitments inrespect thereof utilizing this clause (ii) (and assuming any Incremental Revolving Facility Commitments or IncrementalTerm Loan Commitments established at such time utilizing this clause (ii) are fully drawn unless such commitments havebeen drawn or have otherwise been terminated) (or, at the option of the Borrower, immediately after giving effect to theincurrence of the Incremental Loans thereunder) and the use of proceeds thereunder, the Net First Lien Leverage Ratio on aPro Forma Basis is not greater than the greater of (I) 4.50 to 1.00 and (II) if such Indebtedness is incurred in connection withthe acquisition of assets or Equity Interests (including a Permitted Business Acquisition and including through a merger orconsolidation) or an Investment, where such acquisition, merger, consolidation or Investment is permitted by this Agreement,the Net First Lien Leverage Ratio in effect immediately prior thereto; provided that, for purposes of this clause (ii), net cashproceeds funded by financing sources upon the incurrence of Incremental Loans incurred at such time shall not be nettedagainst the applicable amount of Consolidated Average Debt for purposes of such calculation of the Net First Lien LeverageRatio at such time; plus

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(iii) the aggregate amount of (A) all voluntary prepayments of Term Loans (including Other Term Loans)or Incremental Term Loans, (B) all voluntary prepayments of Revolving Facility Loans or Incremental Revolving Loans(accompanied by a permanent reduction of Revolving Facility Commitments or Incremental Revolving FacilityCommitments, as applicable), (C) all voluntary prepayments of Refinancing Term Loans or Replacement Revolving Loans(accompanied by a permanent reduction of Replacement Revolving Facility Commitments in the case of a prepayment ofReplacement Revolving Loans) (to the extent such Refinancing Term Loans or Replacement Revolving Loans werepreviously applied to the prepayment of any Indebtedness set forth in this clause (iii)), (D) all voluntary prepayments orpermanent commitment reductions of any Incremental Equivalent Debt that ranks pari passu with the Term Loans (includingOther Term Loans), and (E) the principal amount of (or, in the case of a below-par Permitted Loan Purchase, the amount ofcash used for) all Indebtedness set forth in this clause (iii) that ranks pari passu with the Term Loans (including Other TermLoans) and purchased by the Borrower or any of its Subsidiaries, in each case of this clause (iii), made prior to such time andso long as such prepayment or purchase was not funded with the proceeds of long-term Indebtedness (other than revolvingIndebtedness); plus

(iv) in the case of any Incremental Facility or Incremental Equivalent Debt that effectively extends theRevolving Facility Maturity Date or Term Facility Maturity Date with respect to any Class of Loans and/or Commitmentshereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by suchIncremental Facility or Incremental Equivalent Debt; plus

(v) in the case of any Incremental Facility or Incremental Equivalent Debt that effectively replaces anyCommitment terminated in accordance with Section 2.19 hereof, an amount equal to the relevant Commitment;

provided that, for the avoidance of doubt, (A) amounts may be established or incurred utilizing clause (ii) above priorto utilizing clause (i), (iii), (iv) or (v) above, (B) any calculation of the Net First Lien Leverage Ratio on a Pro Forma Basispursuant to clause (ii) above may be determined, at the option of the Borrower, without giving effect to any simultaneousestablishment or incurrence of any amounts utilizing clause (i), (iii), (iv) or (v) above and (C) any amounts previouslyincurred utilizing clause (iii), (iv) or (v) above may, at the election of Borrower, later be reclassified as having beenestablished under clause (ii) above, so long as the Borrower meets the requirements of clause (ii) above on a Pro Forma Basisafter giving effect to such reclassification (in which case the amount available under clause (iii), (iv) or (v) shall beautomatically increased by the amount so reclassified).

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement reasonably satisfactory tothe Administrative Agent (solely for purposes of giving effect to Section 2.21) among the Borrower, the Administrative Agent and,if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

“Incremental Commitment” shall mean an Incremental Term Loan Commitment or an Incremental Revolving FacilityCommitment.

“Incremental Equivalent Debt” shall mean Indebtedness incurred under Sections 6.01(q)(i), 6.01(r)(i), 6.01(s)(i)and/or 6.01(z)(i).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Incremental Loan” shall mean an Incremental Term Loan or an Incremental Revolving Loan.

“Incremental Revolving Borrowing” shall mean a Borrowing comprised of Incremental Revolving Loans.

“Incremental Revolving Facility” shall mean any Class of Incremental Revolving Facility Commitments and theIncremental Revolving Loans made thereunder.

“Incremental Revolving Facility Commitment” shall mean the commitment of any Lender, established pursuant toSection 2.21, to make Incremental Revolving Loans to the Borrower.

“Incremental Revolving Facility Lender” shall mean a Lender with an Incremental Revolving Facility Commitmentor an outstanding Incremental Revolving Loan.

“Incremental Revolving Loan” shall mean (i) Revolving Facility Loans made by one or more Revolving FacilityLenders to the Borrower pursuant to an Incremental Revolving Facility Commitment to make additional Initial Revolving FacilityLoans and (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement,Extended Revolving Loans or Replacement Revolving Loans, as applicable, or (iii) any of the foregoing.

“Incremental Starter Amount” shall have the meaning assigned to such term in the definition of Incremental Amount.

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.

“Incremental Term Facility” shall mean any Class of Incremental Term Loan Commitments and the IncrementalTerm Loans made thereunder.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstandingIncremental Term Loan.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section2.21, to make Incremental Term Loans to the Borrower.

“Incremental Term Loan Installment Date” shall have, with respect to any Class of Incremental Term Loansestablished pursuant to an Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(a)(ii).

“Incremental Term Loans” shall mean (i) term loans made by one or more Lenders to the Borrower pursuant toSection 2.01(c) consisting of additional Term Loans and (ii) to the extent permitted by Section 2.21 and provided for in the relevantIncremental Assumption Agreement, Other Term Loans (including in the form of Extended Term Loans or Refinancing Term Loans,as applicable), or (iii) any of the foregoing.

“Incurrence-Based Amounts” shall have the meaning assigned to such term in Section 1.04(b).

“Indebtedness” of any person shall mean, if and to the extent (other than with respect to clause (i)) the same wouldconstitute indebtedness or a liability on a balance sheet

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

prepared in accordance with GAAP, without duplication, all obligations of such person for borrowed money, all obligations of suchperson evidenced by bonds, debentures, notes or similar instruments, all obligations of such person under conditional sale or othertitle retention agreements relating to property or assets purchased by such person, all obligations of such person issued or assumedas the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent thatthe same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP, allCapitalized Lease Obligations of such person, all net payments that such person would have to make in the event of an earlytermination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements, theprincipal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, theprincipal component of all obligations of such person in respect of bankers’ acceptances, all Guarantees by such person ofIndebtedness described in clauses (a) to (h) above (other than Indebtedness of another Loan Party) and the amount of all obligationsof such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding (i) accrueddividends that have not increased the liquidation preference of such Disqualified Stock and (ii) accrued preferred return on theBorrower’s preferred units); provided that Indebtedness shall not include (A) trade and other ordinary-course payables, accruedexpenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase priceholdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformedobligations of the seller of such asset, (D) obligations under or in respect of Receivables Financings, (E) earn-out obligations untilsuch obligations become a liability on the balance sheet of such person in accordance with GAAP, (F) obligations in respect of ThirdParty Funds, (G) in the case of the Borrower and its Subsidiaries, (I) all intercompany Indebtedness having a term not exceeding 364days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (II) intercompany liabilitiesin connection with the cash management, Tax and accounting operations of the Borrower and its Subsidiaries or (H) defined benefitliabilities. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a generalpartner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person inrespect thereof. Notwithstanding anything in this Agreement to the contrary, in no event shall any obligations under supply chainfinancing arrangements of the Borrower and its Subsidiaries in an aggregate outstanding principal amount of up to $62,500,000constitute Indebtedness for purposes of the Loan Documents (but for the avoidance of doubt, the Additional Supply Chain FinancingArrangements shall constitute Indebtedness under the Loan Documents).

“Indemnified Taxes” shall mean (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any paymentby or on account of any obligation of any Loan Party hereunder or under any other Loan Document and (b) to the extent nototherwise described in (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Ineligible Institution” shall mean any person identified as a “Disqualified Lender” in writing to the Arrangers by theBorrower or an Affiliate of the Borrower on or prior to the Closing Date, any bona fide business competitor of Holdings, theBorrower or any of their respective subsidiaries, in each case identified in writing as such to the Arrangers by the Borrower prior tothe Closing Date or to the Administrative Agent on or after the Closing Date, any Affiliate of such competitor that is (A) identifiedin writing to the Administrative Agent by the Borrower as such from time to time or (B) clearly identifiable based on the name ofsuch Affiliate (other than a Bona Fide Debt Fund) and any person identified in writing to the Administrative Agent by the Borrowerfrom time to time after the Closing Date as a

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Disqualified Lender” or as an Affiliate of any Ineligible Institution under clause (i) and approved by the Administrative Agent;provided that no such updates pursuant to clauses (ii) or (iii) shall be deemed to retroactively disqualify any parties that havepreviously acquired an assignment or participation interest in respect of the Loans from continuing to hold or vote such previouslyacquired assignments and participations on the terms set forth herein for Lenders that are not Ineligible Institutions.

“Information” shall have the meaning assigned to such term in Section 3.14(a).

“Initial Revolving Facility” shall mean the Initial Revolving Facility Commitments and the extensions of credit madein respect thereof by the Initial Revolving Facility Lenders of such Class.

“Initial Revolving Facility Commitment” shall mean, with respect to each Initial Revolving Facility Lender, thecommitment of such Initial Revolving Facility Lender to make Initial Revolving Facility Loans pursuant to Section 2.01(b),expressed as an amount representing the maximum aggregate permitted amount of such Initial Revolving Facility Lender’sRevolving Facility Credit Exposure in respect of the Initial Revolving Facility hereunder, as such commitment may be (a) reducedfrom time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lenderunder Section 9.04, and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Initial RevolvingFacility Lender’s Initial Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance orIncremental Assumption Agreement pursuant to which such Lender shall have assumed its Initial Revolving Facility Commitment.The aggregate amount of the Initial Revolving Facility Lenders’ Initial Revolving Facility Commitments on the Closing Date is$300,000,000.

“Initial Revolving Facility Lender” shall mean a Lender with an Initial Revolving Facility Commitment or withoutstanding Initial Revolving Facility Loans.

“Initial Revolving Facility Loan” shall mean a Loan made pursuant to the Initial Revolving Facility Commitments.

“Initial Revolving Facility Maturity Date” shall mean October 30, 2025.

“Initial Term B Borrowing” shall mean any Borrowing comprised of Initial Term B Loans.

“Initial Term B Facility” shall mean the Initial Term B Loan Commitments and the Initial Term B Loans madehereunder.

“Initial Term B Facility Lender” shall mean a Lender with an Initial Term B Loan Commitment or with outstandingInitial Term B Loans.

“Initial Term B Facility Maturity Date” shall mean October 30, 2027.

“Initial Term B Loan Installment Date” shall have the meaning set forth in Section 2.10(a).

“Initial Term B Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to makeInitial Term B Loans hereunder. The amount of each Lender’s Initial Term B Loan Commitment as of the Closing Date is set forthon Schedule 2.01.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

The aggregate amount of the Initial Term B Loan Commitments as of the Closing Date is $1,250,000,000.

“Initial Term B Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to the first sentenceof Section 2.01(a) pursuant to their Initial Term B Loan Commitments.

“Inside Maturity Basket” shall mean, with respect to (i) any Permitted Refinancing Indebtedness described in clause(b)(z) of the definition thereof, (ii) any Refinancing Notes described in clauses (c) and (d) of the definition thereof, (iii) anyIncremental Term Loans described in Section 2.21(b)(iii) and Section 2.21(b)(iv), (iv) any Refinancing Term Loans described inSection 2.21(j)(i), and (v) any Indebtedness for borrowed money incurred under 6.01(q)(i), 6.01(r)(i), and 6.01(z)(i) that is subject tothe last paragraph of Section 6.01, an aggregate amount for all such Indebtedness at any time outstanding not exceeding the greaterof (x) $115,000,000 and (y) 0.50 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;provided that no more than the greater of (x) $115,000,000 and (y) 0.50 times EBITDA calculated on a Pro Forma Basis for the thenmost recently ended Test Period of the aggregate principal amount of Indebtedness incurred in reliance on the Inside MaturityBasket at any time outstanding shall mature prior to the Initial Revolving Facility Maturity Date.

“Intellectual Property” shall mean all U.S. and non-U.S. (a) patents and patent applications, (b) trademarks, servicemarks, trade names, trade dress, and other source identifiers, designs and domain names, (c) copyrights, (d) design rights, inventions,original works of authorship, trade secrets, confidential information, know-how and all other intellectual property rights andinterests, whether registered or unregistered and (e) all registrations and applications for registration therefor.

“Intercreditor Agreement” shall have the meaning assigned to such term in Section 8.11.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordancewith Section 2.07 and substantially in the form of Exhibit D or another form approved by the Administrative Agent.

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of suchperson for such period on a consolidated basis, including the portion of any payments or accruals with respect to Capitalized LeaseObligations allocable to interest expense and including amortization of deferred financing fees and original issue discount, debtissuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interestexpense attributable to movement in mark to market of obligations in respect of Hedging Agreements or other derivatives (in eachcase permitted hereunder) under GAAP and (b) capitalized interest of such person, minus interest income for such period. Forpurposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received andcosts incurred by the Borrower and its Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized LeaseObligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit insuch Capitalized Lease Obligation in accordance with GAAP.

“Interest Payment Date” shall mean, (a) with respect to any Eurocurrency Loan, (i) the last Business Day of theInterest Period applicable to the Borrowing of which such Loan is a part, (ii) in the case of a Eurocurrency Borrowing with anInterest Period of more than three

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ durationbeen applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to aBorrowing of a different Type, and (b) with respect to any ABR Loan and each Swingline Loan, the last Business Day of eachcalendar quarter.

“Interest Period” shall mean, as to any Eurocurrency Borrowing (other than a Borrowing of Euro Swingline Loans),the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable tosuch Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day,on the last day) in the calendar month that is one, three or six months thereafter (or 12 months, if agreed by all relevant Lenders withrespect to such Borrowing or, if agreed to by the Administrative Agent, any shorter period), as the Borrower may elect; provided,however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the nextsucceeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case suchInterest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an InterestPeriod to but excluding the last day of such Interest Period.

“Investment” shall mean (i) any purchase or acquisition (including pursuant to any merger with a person that is not aWholly Owned Subsidiary immediately prior to such merger) of any Equity Interests, evidences of Indebtedness or other securitiesof any other person, (ii) any making of loans or advances to or Guarantees of the Indebtedness of any other person (other than inrespect of (A) intercompany liabilities incurred in connection with the cash management, Tax and accounting operations ofHoldings, the Borrower and its Subsidiaries and (B) intercompany loans, advances or Indebtedness having a term not exceeding 364days (inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business or consistent with industrypractices), or (iii) any purchase or other acquisition, in one transaction or a series of related transactions, of (x) all or substantially allof the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of suchperson. The amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto thatotherwise constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, but giving effect to any repayments of principal in the case of any Investment in the form of a loan and anyreturn or reduction of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, sharebuyback, redemption or sale).

“IPO Entity” shall have the meaning assigned to such term in the definition of “Qualified IPO.”

“IPO Equity” shall have the meaning assigned to such term in the definition of “Qualified IPO.”

“IPO Reorganization Transaction” shall mean transactions taken in connection with and reasonably related toconsummating an initial public offering.

“IRS” shall mean the U.S. Internal Revenue Service.

“ISDA Definitions” shall mean the 2006 ISDA Definitions published by the International Swaps and DerivativesAssociation, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet forinterest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successorthereto.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Issuing Bank” shall mean (i) each of Bank of America, N.A., Bank of Montreal, Citibank, N.A., JPMorgan ChaseBank, N.A., Morgan Stanley Senior Funding, Inc., UBS AG, Stamford Branch and Wells Fargo Bank, National Association, (ii) forpurposes of the Existing Roll-Over Letters of Credit, the Issuing Bank set forth on Schedule 1.01(C), and (iii) each other IssuingBank designated pursuant to Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and itssuccessors in such capacity. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by anybranch or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate withrespect to Letters of Credit issued by such branch or Affiliate.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).

“Joint Bookrunners” shall mean, collectively, Bank of America, N.A., BMO Capital Markets Corp, Citibank, N.A.,JPMorgan Chase Bank, N.A., UBS Securities LLC and Wells Fargo Securities, LLC, in their capacities as joint bookrunners.

“Judgment Currency” shall have the meaning assigned to such term in Section 9.27.

“Junior Financing” shall mean any Indebtedness (other than Indebtedness among Holdings, the Borrower and/or itsSubsidiaries) that is subordinated in right of payment to the Loan Obligations, but only to the extent that such Indebtedness both isrequired by the terms of this Agreement to mature after the Initial Term B Facility Maturity Date and constitutes MaterialIndebtedness.

“Junior Liens” shall mean Liens on the Collateral that are junior to the Liens thereon securing the Term Loans (andother Loan Obligations that are pari passu with the Term Loans) pursuant to a Permitted Junior Intercreditor Agreement (it beingunderstood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liensmay have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).

“L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.12(b).

“Latest Maturity Date” shall mean, at any date of determination, the latest of the latest Revolving Facility MaturityDate and the latest Term Facility Maturity Date, in each case then in effect on such date of determination.

“LCT Election” shall have the meaning assigned to such term in Section 1.04.

“LCT Test Date” shall have the meaning assigned to such term in Section 1.04.

“Legal Reservations” shall mean (a) the principle that equitable remedies are remedies which may be granted orrefused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating tobankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting therights of creditors and secured creditors, (b) the time barring of claims under applicable statutes of limitation, the possibility that anundertaking to assume liability for

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

or indemnify a person against non-payment of stamp duty may be void and defenses of set-off or counterclaim, (c) similar principles,right and defenses under the laws of any relevant jurisdiction and (d) any other matters which are set out as qualifications orreservations as to matters of law of general application in any legal opinion delivered in connection with the Loan Documents.

“Lender” shall mean each financial institution listed on Schedule 2.01 (other than any such person that has ceased tobe a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a“Lender” hereunder pursuant to Section 9.04 or Section 2.21. Unless the context clearly indicates otherwise, the term “Lenders”shall include any Swingline Lender.

“Lending Office” shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designatedby such Lender to make Loans.

“letter of credit” shall mean any letter of credit or bank guarantee.

“Letter of Credit” shall mean any letter of credit or bank guarantee issued pursuant to Section 2.05. Each ExistingRoll-Over Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes ofthe Loan Documents.

“Letter of Credit Sublimit” shall mean the aggregate Specified Letter of Credit Sublimits of the Issuing Banks, in anaggregate amount not to exceed an amount the Dollar Equivalent of which is $30,000,000 or such larger amount not to exceed theRevolving Facility Commitment as the Administrative Agent and any applicable Issuing Bank may agree.

“LIBO Rate” shall mean for any Interest Period as to any Eurocurrency Borrowing,

in the case of a Eurocurrency Borrowing denominated in Dollars or Sterling, (a) the rate per annum determined bythe Administrative Agent to be the offered rate which appears on the relevant Bloomberg screen page which displays the Londoninterbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the“LIBOR Screen Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such InterestPeriod in Dollars or Sterling, as the case may be, determined as of approximately 11:00 a.m. (London, England time), two BusinessDays prior to the commencement of such Interest Period, or (b) in the event the rate referenced in the preceding clause (a) does notappear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agentto be the offered rate on such other page or other service which displays the LIBOR Screen Rate for deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such Interest Period in Dollars or Sterling, as applicable, determined as ofapproximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period;

(ii) in the case of a Eurocurrency Borrowing denominated in Australian Dollars, the rate per annum equal to the BankBill Swap Reference Bid Rate (“BBSY”), or a successor or, if any such rate is not available at such time for any reason, comparablerate, which successor or comparable rate is approved by the Administrative Agent from time to time, in any case, as published on theapplicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated bythe Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date witha term equivalent to such Interest Period;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(iii) in the case of a Eurocurrency Borrowing denominated in Canadian Dollars, the rate per annum equal to theCanadian Dealer Offered Rate (“CDOR”), or a successor or, if any such rate is not available at such time for any reason, comparablerate, which successor or comparable rate is approved by the Administrative Agent from time to time, in any case, as published on theapplicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated bythe Administrative Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on theRate Determination Date with a term equivalent to such Interest Period;

(iv) in the case of a Eurocurrency Borrowing denominated in Euros (other than a Borrowing of Euro SwinglineLoans), the rate per annum equal to the Euro Interbank Offered Rate, or a comparable or successor rate that is approved by theAdministrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available sourceproviding such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (Brussels,Belgium time) on the Rate Determination Date, for deposits in Euros, with a term equivalent to such Interest Period;

(v) in the case of any Borrowing of Euro Swingline Loans, the rate per annum equal the London interbank offeredrate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate)for euro and an overnight period displayed (before any correction, recalculation or republication by the administrator) on pageLIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) (or such othercommercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at orabout 11:00 a.m. (London time) on the date of determination; and

(vi) denominated in any Alternative Currency (other than those specified in clauses (i) through (a)(v) above), the rateper annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by theAdministrative Agent and the relevant Lenders pursuant to Section 1.10.

“LIBOR Screen Rate” shall have the meaning assigned to such term in the definition of “LIBO Rate.”

“LIBOR Successor Rate” shall have the meaning assigned to such term in Section 2.14(a).

“Lien” shall mean, with respect to any asset, (a) any mortgage, assignment or transfer for security purposes, deed oftrust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interestof a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease havingsubstantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operatinglease or an agreement to sell be deemed to constitute a Lien.

“Limited Condition Transaction” shall mean (i) any acquisition or similar Investment or related transaction or event(including with respect to any Indebtedness contemplated or incurred in connection therewith), (ii) any Restricted Payment(including with respect to any Indebtedness contemplated or incurred in connection therewith) and (ii) any redemption, defeasance,satisfaction and discharge or repayment of Indebtedness or Disqualified Stock, in each case, permitted under this Agreement.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Loan Documents” shall mean (i) this Agreement, (ii) the Guarantee Agreement, (iii) the Security Documents, (iv)each Incremental Assumption Agreement, (v) any Intercreditor Agreement, (vi) any Note issued under Section 2.09(e), (vii) theLetters of Credit and (viii) solely for the purposes of Sections 4.02(c) and 7.01 hereof, the Administrative Agent Fee Letter.

“Loan Obligations” shall mean (a) the due and punctual payment by the Borrower, or the Euro Borrower, asapplicable, of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency,receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to theBorrower or the Euro Borrower, as applicable, under this Agreement, when and as due, whether at maturity, by acceleration, uponone or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement inrespect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardlessof whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetaryobligations of the Borrower or Euro Borrower owed under or pursuant to this Agreement and each other Loan Document, includingobligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct,contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency,receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due andpunctual payment of all obligations of each other Company Party under or pursuant to each of the Loan Documents.

“Loan Parties” shall mean the Borrower, the Subsidiary Loan Parties and, following the Holdings Formation Date (ifany) and the satisfaction of the requirements set forth in Section 5.10(h), Holdings.

“Loans” shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans.

“Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and unusedCommitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments undersuch Facility at such time (subject to the last paragraph of Section 9.08(b)).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Market Capitalization” shall mean an amount equal to (i) the total number of issued and outstanding shares ofcommon (or common equivalent) Equity Interests of the IPO Entity on the date of the declaration of the relevant Restricted Paymentmultiplied by (ii) the arithmetic mean of the closing prices per share of the common (or common equivalent) Equity Interests for the30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Acquisition” means any Permitted Business Acquisition or other similar Investment (including anyInvestment in a Similar Business) the aggregate consideration for which exceeds $50,000,000.

“Material Adverse Effect” shall mean, (a) a material adverse effect on the business, financial condition or results ofoperations of the Borrower and its Subsidiaries (taken as a whole), or (b) a material and adverse effect on the material rights andremedies (taken as a whole) of the Administrative Agent under this Agreement and the other Loan Documents.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Material Disposition” means any Disposition permitted hereunder the aggregate consideration for which exceeds$50,000,000.

“Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of theBorrower or any Subsidiary in an aggregate principal amount exceeding the greater of (x) $75,000,000 and (y) 0.33 times EBITDAcalculated on a Pro Forma Basis for the then most recently ended Test Period.

“Material Intellectual Property” shall mean any Intellectual Property owned by the Borrower and its Subsidiaries thatis material to the business of the Borrower and its Subsidiaries, taken as a whole (whether owned as of the Closing Date or thereafteracquired).

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Minimum L/C Collateral Amount” shall mean, at any time, in connection with any Letter of Credit, an amount equalto 102% of the Revolving L/C Exposure with respect to such Letter of Credit at such time.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors and assigns.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to whichHoldings, the Borrower or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant tosubsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, has within any of thepreceding six plan years made or accrued an obligation to make contributions, or has any liability (contingent or otherwise).

“Net First Lien Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated Average Debt as of such datethat is secured by a first priority lien on the Collateral (but excluding, for the avoidance of doubt, any debt to the extent secured on ajunior basis to the Initial Term B Facility) to (b) EBITDA for such Test Period, all as determined on a consolidated basis inaccordance with GAAP; provided that the Net First Lien Leverage Ratio shall be determined for the relevant Test Period on a ProForma Basis.

“Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in accordancewith GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” shall mean:

(a) 100% of the cash proceeds actually received by the Borrower or any Subsidiary (including any cash paymentsreceived by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustmentreceivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received andexcluding, for the avoidance of doubt, any other consideration received in the form of assumption by the acquiring person ofIndebtedness or other obligations relating to the properties or assets that are the subject of such Disposition or recovery event orreceived in any other non-cash form) from any (x) casualty or condemnation event or (y) any Asset Sale or other Dispositions ofCollateral under Section 6.05(g) net of attorneys’ fees, accountants’ fees,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed ormortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to theextent such debt or obligations are secured by a Lien permitted hereunder (other than (x) pursuant to the Loan Documents or (y) ifsuch debt or obligations are secured by a Lien on the Collateral that ranks on an equal priority or junior basis to the Liens on theCollateral securing the obligations under the Loan Documents) on such asset, other customary expenses and brokerage, consultantand other customary fees actually incurred in connection therewith, Taxes paid or payable (in the good faith determination of theBorrower) as a result thereof (including the amount of any distributions in respect thereof pursuant to Section 6.06(b)(iii) or Section6.06(b)(v) and including any repatriation costs associated with repatriation of such proceeds from the applicable recipient to theBorrower), (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale priceor any liabilities (other than any Taxes deducted pursuant to clause (i) or (ii) above) related to any of the applicable assets and (y)retained by the Borrower or any of the Subsidiaries including, without limitation, pension and other post-employment benefitliabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction(however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any suchliability) shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction) and (iv) payments made ona ratable basis (or less than ratable basis) to holders of non-controlling interests in non-Wholly Owned Subsidiaries as a result ofsuch Asset Sale; provided that the Borrower may elect to use any portion of such proceeds, within 18 months of such receipt, toacquire, maintain, develop, construct, improve, upgrade or repair assets or other property useful in the business of the Borrower andthe Subsidiaries or to make Capital Expenditures, Permitted Business Acquisitions and other Investments permitted hereunder(excluding Permitted Investments or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoingincurred on or after the date on which the Asset Sale giving rise to such proceeds was contractually committed, such portion of suchproceeds shall not constitute Net Proceeds except to the extent not, within 18 months of such receipt, so used or contractuallycommitted to be so used (it being understood that if any portion of such proceeds are not so used within such 18-month period butwithin such 18-month period are contractually committed to be used, then such remaining portion if not so used within six monthsfollowing the end of such 18 month period shall constitute Net Proceeds as of such date without giving effect to this proviso);provided, further, that (x) no net cash proceeds calculated in accordance with the foregoing realized in (1) a single transaction orseries of related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed the greater of (x) $5,000,000and (y) 0.02 times EBITDA calculated on a Pro Forma basis for the most recently ended Test Period (and thereafter only net cashproceeds in excess of such amount shall constitute Net Proceeds) and (2) any Fiscal Year shall constitute Net Proceeds unless suchnet cash proceeds shall exceed the greater of (x) $10,000,000 and (y) 0.04 times EBITDA calculated on a Pro Forma basis for themost recently ended Test Period (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds) (anyamounts not constituting Net Proceeds as a result of this clause (x), “Excluded Proceeds”), and (y) the Borrower may elect to“reinvest” Net Proceeds attributable to any Asset Sale prior to actual receipt of such Net Proceeds (provided that such reinvestmentshall be no earlier that the earliest of notice to the Administrative Agent of such asset sale, execution of a definitive agreement forsuch asset sale and consummation of such assets sale) and upon such receipt of such Net Proceeds shall be deemed reinvested solong as such reinvestment has been consummated; and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any Subsidiary of anyIndebtedness (other than Excluded Indebtedness), net of all Taxes and fees (including investment banking fees), commissions, costsand other expenses, in each case incurred in connection with such incurrence, issuance or sale.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Net Secured Leverage Ratio” shall mean, on any date, the ratio of (A) Consolidated Average Debt as of such datethat is secured by Liens on the Collateral, to (B) EBITDA for such Test Period, all as determined on a consolidated basis inaccordance with GAAP; provided that the Net Secured Leverage Ratio shall be determined for the relevant Test Period on a ProForma Basis.

“Net Total Leverage Ratio” shall mean, on any date, the ratio of (A) Consolidated Average Debt as of such date to(B) EBITDA for such Test Period all as determined on a consolidated basis in accordance with GAAP; provided, that the Net TotalLeverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“New Class Loans” shall have the meaning assigned to such term in Section 9.08(f).

“New Project” shall mean (x) each retail location, plant, facility, branch, office or business unit which is either a newretail location, plant, facility, branch, office or business unit or an expansion, relocation, remodeling, refurbishment or substantialmodernization of an existing retail location, plant, facility, branch, office or business unit owned by the Borrower or the Subsidiarieswhich in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit, product lineor information technology offering to the extent such business unit commences operations or such product line or informationtechnology is offered or each expansion (in one or a series of related transactions) of business into a new market or through a newdistribution method or channel.

“Non-Bank Tax Certificate” shall have the meaning assigned to such term in Section 2.17(f)(i).

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c).

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” shall have the meaning assigned to such term in Section 2.09(e).

“OFAC” shall have the meaning provided in Section 3.21(b).

“Other First Lien Debt” shall mean Indebtedness secured by Other First Liens.

“Other First Liens” shall mean Liens on the Collateral that are pari passu with the Liens thereon securing the TermLoans (and other Loan Obligations that are pari passu with the Term Loans) pursuant to a Permitted Pari Passu IntercreditorAgreement.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of any other presentor former connection between such Recipient and the jurisdiction imposing such Taxes (other than any such connection arising fromsuch Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received orperfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assignedan interest in any Loan or Loan Document).

“Other Taxes” shall mean any and all present or future stamp or documentary Taxes or any other excise, transfer,sales, property, intangible, mortgage recording or similar

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery orenforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise withrespect to, the Loan Documents, except any such Taxes imposed with respect to an assignment (other than an assignment madepursuant to Section 2.19).

“Other Term Loans” shall mean, collectively, any Extended Term Loans, Incremental Term Loans or RefinancingTerm Loans, as applicable.

“Palatine Real Estate Transactions” shall mean (x) a sale and/or Sale and Lease-Back Transaction in respect of theBorrower’s manufacturing facility located in Palatine, Illinois and (y) a sale and/or Sale and Lease-Back Transaction in respect ofthe Borrower’s corporate headquarters facility located in Palatine, Illinois.

“Parent Entity” shall mean any direct or indirect parent of the Borrower (including any entity with whom theBorrower is consolidated following a Qualified IPO). Holdings shall be deemed to be a “Parent Entity” following the HoldingsFormation Date (if any).

“Participant” shall have the meaning assigned to such term in Section 9.04(c)(i).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(c)(ii).

“Participating Member State” shall mean any member state of the European Union that adopts or has adopted theEuro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean the Perfection Certificate with respect to the Loan Parties in a form reasonablysatisfactory to the Administrative Agent.

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or the acquisitionof the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in (such that,in the case of the acquisition of Equity Interests, immediately after such acquisition, the Borrower and its Subsidiaries shall own amajority of the Equity Interests in), or merger, consolidation or amalgamation with, a person or business unit, division or line ofbusiness of a person (or any subsequent investment made in a person or division or line of business previously acquired in aPermitted Business Acquisition), if immediately after giving effect thereto: no Specified Event of Default (with respect to theBorrower or the Euro Borrower) shall have occurred and be continuing or would result therefrom; any person acquired in suchacquisition shall be engaged in a line of business that is permitted by Section 5.14; and to the extent required by Section 5.10, anyperson acquired in such acquisition, if acquired by the Borrower or a Subsidiary Loan Party, shall be merged into the Borrower or aSubsidiary Loan Party or shall become a Subsidiary Loan Party within the period required by Section 5.10.

“Permitted Cure Securities” shall mean any Equity Interests of Holdings, any other Parent Entity or the Borrowerissued pursuant to the Cure Right, other than Disqualified Stock.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Permitted Equity” shall mean (i) common equity, (ii) Qualified Equity Interests or (iii) other preferred equity orother instruments having terms reasonably acceptable to the Arrangers, in each case, other than Permitted Cure Securities andDisqualified Stock.

“Permitted Holder” shall mean any of (a) the BDT Investor, (b) the Stephen Family and (c) any member of a “group”(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) that is Controlled by BDT.

“Permitted Investments” shall mean:

(a) direct obligations of the United States of America or any member of the European Union or any agencythereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, ineach case with maturities not exceeding two years from the date of acquisition thereof;

(b) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bankdeposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under thelaws of the United States of America, any state thereof or any foreign country recognized by the United States of America havingcapital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’slong-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical ratingorganization (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 180 days for underlying securities of the types describedin clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation(other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreigncountry recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (orhigher) according to Moody’s, F 1 (or higher) according to Fitch, or A 1 (or higher) according to S&P (or such similar equivalentrating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the SecuritiesAct));

(e) securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by anyState, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, andrated at least A by S&P, A by Moody’s or A by Fitch (or such similar equivalent rating or higher by at least one nationallyrecognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to thosesatisfying the provisions of clauses (a) through (e) above;

(g) money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Actof 1940, (ii) are rated by any two of (1) AAA by S&P, (2) Aaa by Moody’s or (3) AAA by Fitch and (iii) have portfolio assets of atleast $5,000,000,000;

(h) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bankdeposits in an aggregate face amount not in excess of 0.5%

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

of the total assets of the Borrower and its Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recentlycompleted Fiscal Year; and

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreigncurrency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash managementpurposes in any jurisdiction outside the United States of America.

“Permitted Junior Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to bejunior to any Liens securing the Term Loans (and other Secured Obligations that are pari passu with the Facilities) (a) anintercreditor agreement the terms of which are generally consistent with leveraged loan market terms governing arrangements for thesharing of liens on a junior basis and the regulation of such Indebtedness at the time such intercreditor agreement is proposed to beestablished in light of the type of Indebtedness to be secured by such liens or (b) in the event a “Permitted Junior IntercreditorAgreement” has been entered into after the Closing Date meeting the requirement of preceding clause (a), an intercreditor agreementthe terms of which are, taken as a whole, not materially less favorable to the Lenders than the terms of such previously-executedPermitted Junior Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of (a) and (b), asdetermined by the Administrative Agent and the Borrower in the exercise of reasonable judgment. Any agreement substantially inthe form of the junior intercreditor agreement attached hereto as Exhibit K-1 shall constitute a Permitted Junior IntercreditorAgreement.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Loan Purchase” shall have the meaning assigned to such term in Section 9.04(g).

“Permitted Loan Purchase Assignment and Acceptance” shall mean an assignment and acceptance entered into by aLender as an Assignor and the Borrower or any of its Subsidiaries as an Assignee, as accepted by the Administrative Agent (ifrequired by Section 9.04) in the form of Exhibit E or such other form as shall be approved by the Administrative Agent and theBorrower (such approval not to be unreasonably withheld, conditioned or delayed).

“Permitted Pari Passu Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intendedto be pari passu with the Liens securing the Term Loans (and other Secured Obligations that are pari passu with the Facilities), (a) anintercreditor agreement the terms of which are generally consistent with leveraged loan market terms governing arrangements for thesharing of liens on a pari passu basis and the regulation of such Indebtedness at the time such intercreditor agreement is proposed tobe established in light of the type of Indebtedness to be secured by such liens or (b) in the event a “Permitted Pari Passu IntercreditorAgreement” has been entered into after the Closing Date meeting the requirement of preceding clause (a), an intercreditor agreementthe terms of which are, taken as a whole, not materially less favorable to the Lenders than the terms of such previously-executedPermitted Pari Passu Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of (a) and (b), asdetermined by the Administrative Agent and the Borrower in the exercise of reasonable judgment. Any agreement substantially inthe form of the pari passu intercreditor agreement attached hereto as Exhibit K-2 shall constitute a Permitted Paris PassuIntercreditor Agreement.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds ofwhich are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness beingRefinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principalamount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (oraccreted value, if applicable) of the Indebtedness so Refinanced, except by (i) an amount equal to unpaid accrued interest, penaltiesand premiums (including tender premiums) thereon plus underwriting discounts and other customary fees, commissions andexpenses (including upfront fees, original issue discount or initial yield payments) incurred in connection therewith, (ii) an amountequal to any existing commitments unutilized thereunder and (iii) additional amounts permitted to be incurred pursuant to Section6.01 (provided that (1) any additional Indebtedness referred to in this clause (iii) satisfies the other applicable requirements of thisdefinition (with additional amounts incurred in reliance on this clause (iii) constituting a utilization of the relevant basket orexception pursuant to which such additional amount is permitted) and (2) if such additional Indebtedness is secured, the Liensecuring such Indebtedness is permitted under Section 6.02), (b) other than (x) customary bridge loans with a maturity date of notlonger than one year; provided that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replacesuch bridge loans shall be subject to the requirements of this clause (b), (y) customary term “A” Loans (the final maturity of whichshall be no earlier than the Revolving Facility Maturity Date and the Weighted Average Life to Maturity of which shall be no lessthan the remaining Weighted Average Life to Maturity of the Revolving Facility) and (z) Permitted Refinancing Indebtednesshaving an aggregate principal amount outstanding not exceeding the Inside Maturity Basket, (i) the final maturity date of suchPermitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and(y) the Latest Maturity Date in effect at the time of incurrence thereof and (ii) the Weighted Average Life to Maturity of suchPermitted Refinancing Indebtedness is greater than or equal to the lesser of (i) the Weighted Average Life to Maturity of theIndebtedness being Refinanced and (ii) the Weighted Average Life to Maturity of the Class of Term Loans then outstanding with thegreatest remaining Weighted Average Life to Maturity, (c) if the Indebtedness being Refinanced is subordinated in right of paymentto the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment tosuch Loan Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentationgoverning the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or wouldnot have been) obligated with respect to the Indebtedness being so Refinanced (except that a Subsidiary Loan Party may be added asan additional obligor), (e) if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally andratably with, or junior to the Liens on such Collateral securing the Loan Obligations or otherwise), such Permitted RefinancingIndebtedness may be secured by such Collateral (including any Collateral pursuant to after-acquired property clauses to the extentany such Collateral secured (or would have secured) the Indebtedness being Refinanced) on terms in the aggregate that aresubstantially similar to, or not materially less favorable (as determined by the Borrower in good faith) to the Secured Parties than,the Indebtedness being refinanced or on terms otherwise permitted by Section 6.02 and (f) if the Indebtedness being refinanced is notsecured by Liens on any Collateral, such Permitted Refinancing Indebtedness shall not be secured by Liens on any Collateral unlessotherwise permitted by Section 6.02.

“Permitted Reorganization” shall mean an internal re-organization or restructuring (including in connection with taxplanning and corporate re-organizations) that does not result in the material impairment of the guarantees under the Loan Documentsand the security interest of the Collateral Agent for the benefit of the Lenders in the Collateral or the Guarantees in favor of theLenders, in each case, taken as a whole.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Permitted Supply Chain Obligations” shall mean the payment obligations of the Borrower under the PrimeRevenueA/P Facility or any other customary supply chain financing arrangement in an aggregate amount not to exceed the sum of (x)$62,500,000 plus (y) any such obligations incurred in reliance on Sections 6.01(k) and 6.02(ii) (this clause (y), the “AdditionalSupply Chain Financing Arrangements”).

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership,limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is (i) subject to theprovisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time ofdetermination or at any time within the five years prior thereto) by Holdings, the Borrower, any of its Subsidiaries or any ERISAAffiliate, and (iii) in respect of which Holdings, the Borrower, any of its Subsidiaries or any ERISA Affiliate is (or, if such plan wereterminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, or has anyliability (contingent or otherwise).

“Platform” shall have the meaning assigned to such term in Section 9.17(a).

“Pledged Collateral” shall mean “Pledged Collateral” as defined in the Security Agreement.

“Poland Real Estate Transaction” shall mean a sale and/or Sale and Lease-back Transaction with respect to theBorrower’s manufacturing facility in Zabrze, Poland.

“Pre-Adjustment Successor Rate” has the meaning specified in Section 2.14(a).

“Prepayment Notice” shall mean a notice by the Borrower in accordance with the terms of Section 2.08(c) andSection 2.10(d) and substantially in the form of Exhibit H or another form approved by the Administrative Agent (including anyform on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

“Pricing Grid” shall mean, with respect to the Initial Revolving Facility Loans and Initial Revolving FacilityCommitments, the table set forth below:

Pricing Grid for Initial Revolving Facility Loans

Net First Lien Leverage Ratio Applicable Margin for ABR Loans

Applicable Margin for Eurocurrency Loans

> 4.25:1.00 2.00% 3.00%≤ 4.25:1.00 but > 4.00:1.00 1.75% 2.75%

≤ 4.00:1.00 1.00% 2.50%

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Pricing Grid for Initial Revolving Facility CommitmentsNet First Lien Leverage Ratio Applicable Commitment Fee

> 4.00:1.00 0.400%≤ 4.00 to 1.00 0.300%

For the purposes of the Pricing Grid, changes in the Applicable Margin and Applicable Commitment Fee resultingfrom changes in the Net First Lien Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three BusinessDays after the date on which the relevant financial statements are delivered to the Administrative Agent pursuant to Section 5.04 foreach fiscal quarter beginning with the first full fiscal quarter of the Borrower ended after the Closing Date and shall remain in effectuntil the next change to be effected pursuant to this paragraph. If any financial statements referred to in the preceding sentence arenot delivered within the time periods specified in Section 5.04, then, at the option of the Administrative Agent, or the RequiredRevolving Facility Lenders (as applicable), until the date that is three Business Days after the date on which such financialstatements are delivered, the highest pricing level shall apply as of the first Business Day after the date on which such financialstatements were to have been delivered but were not delivered. Each determination of the Net First Lien Leverage Ratio pursuant tothe Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.11.

If, as a result of any restatement of or other adjustment to the financial statements of the Borrower and its Subsidiariesor for any other reason, the Borrower, or the Lenders determine that (i) the Net First Lien Leverage Ratio as calculated by theBorrower as of any applicable date was inaccurate and (ii) a proper calculation of the Net First Lien Leverage Ratio would haveresulted in higher pricing for such period, the Borrower shall be obligated to pay to the Administrative Agent for the account of theapplicable Lenders or the Issuing Bank, as the case may be, within three (3) Business Days following demand by the AdministrativeAgent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amountof interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender orthe Issuing Bank as the case may be, under any provision of this Agreement to payment of any Loan Obligations hereunder at thedefault rate of interest under Section 2.13(c) or under Article VII; provided, however, that notwithstanding anything in thisparagraph to the contrary, no Event of Default shall be deemed to arise from the miscalculation of the pricing so long as theBorrower pays the amounts due under subparagraph (ii) above within three (3) Business Days of the Administrative Agent’s demandtherefor. The Borrower’s obligations under this paragraph shall survive the partial termination of the Commitments and the partialrepayment of other Loan Obligations hereunder; provided, for the avoidance of doubt, the Borrower’s obligations under thisparagraph shall not survive the complete termination of all Commitments and the repayment of all other Loan Obligationshereunder.

“primary obligor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“PrimeRevenue A/P Facility” shall mean that certain Master Services Agreement dated as of November 8, 2016 byand among the Borrower and PrimeRevenue, Inc. (as amended, restated, amended and restated, supplemented or otherwise modifiedfrom time to time).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Prime Rate” shall mean the rate of interest in effect for the applicable day as publicly announced from time to timeby the Administrative Agent as its “prime rate”. The “prime rate” is a rate set by the Administrative Agent based upon variousfactors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as areference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such PrimeRate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the publicannouncement of such change.

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to thecommencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for whichsuch calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the firstday of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): proforma effect shall be given to any Disposition, any acquisition, Investment, capital expenditure, construction, repair, replacement,improvement, development, disposition, merger, amalgamation, consolidation (or any similar transaction or transactions nototherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consenthas been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an UnrestrictedSubsidiary and any Subsidiary Redesignation, New Project, and any restructurings of the business of the Borrower or any of theSubsidiaries that Borrower or any of the Subsidiaries has determined to make and/or made and in the good faith determination of aResponsible Officer of the Borrower are expected to have a continuing impact and are factually supportable, which would includecost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, whichadjustments the Borrower determines are reasonable (the foregoing, together with any transactions related thereto or in connectiontherewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of determinationsmade pursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during the Reference Period or thereafter andthrough and including the date upon which the relevant transaction is consummated), (ii) in making any determination on a ProForma Basis, all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevanttransactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, butexcluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance anyacquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations madepursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during the Reference Period or thereafter and through andincluding the date upon which the relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed orpermanently repaid at the beginning of such period, (y) Interest Expense of such person attributable to interest on any Indebtedness,for which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed ona pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had beenactually in effect during such periods, and (z) in giving effect to clause (i) above with respect to each New Project which commencesoperations and records not less than one full fiscal quarter’s operations during the Reference Period, the operating results of suchNew Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustmentsdetermined by the Borrower in good faith, and (iii) (A) for any Subsidiary Redesignation then being designated, effect shall be givento such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and onor prior to the date of the respective Subsidiary Redesignation then being designated, collectively, and (B) for any designation of aSubsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the thenapplicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively.

In the event that EBITDA or any financial ratio is being calculated for purposes of determining whether Indebtednessor any Lien relating thereto may be incurred or whether any Investment, Restricted Payment or Restricted Debt Payment may bemade, the Borrower may elect to treat all or any portion of the commitment relating thereto as being incurred at the time of suchcommitment, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes ofthis calculation, to be an incurrence at such subsequent time.

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in goodfaith by a Responsible Officer of the Borrower and may include adjustments to reflect “run-rate” cost savings, operating expensereductions, and other operating improvements, synergies or cost savings projected by the Borrower in good faith to result from anyrelevant pro forma event (including, to the extent applicable, an acquisition or other Permitted Investment).

For purposes of this definition, except as otherwise provided in this Agreement, any amount in a currency other thanDollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month periodimmediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicableperiod.

“Pro Forma Compliance” shall mean, at any date of determination, that the Borrower and its Subsidiaries shall be incompliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to the relevant transactions (including the assumption,the issuance, incurrence and permanent repayment of Indebtedness), with the Financial Covenant recomputed as at the last day of themost recently ended fiscal quarter of the Borrower and its Subsidiaries for which the financial statements and any ComplianceCertificate required pursuant to Section 5.04 have been delivered. For the avoidance of doubt, Pro Forma Compliance shall be testedwithout regard to whether or not the Financial Covenant was or was required to be tested on the applicable quarter end date.

“Pro Rata Extension Offers” shall have the meaning assigned to such term in Section 2.21(e).

“Pro Rata Share” shall have the meaning assigned to such term in Section 9.08(f).

“Projections” shall mean the projections delivered to the Arrangers on August 24, 2020.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any suchexemption may be amended from time to time.

“Public Company Compliance” shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 andthe rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and therules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held bythe public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Public Lender” shall have the meaning assigned to such term in Section 9.17(b).

“QFC” has the meaning specified in Section 9.26.

“Qualified Equity Interests” shall mean any Equity Interest other than Disqualified Stock.

“Qualified IPO” shall mean (i) an underwritten public offering of the Equity Interests (the “IPO Equity”) of theBorrower, Holdings or any other Parent Entity (the “IPO Entity”) which generates (individually or in the aggregate together with anyprior underwritten public offering) gross cash proceeds of at least $50,000,000 (as determined by the Borrower in good faith) or (ii)a public listing of IPO Equity of the IPO Entity on any securities exchange or market.

“Qualified Member Loan” shall mean any unsecured Indebtedness for borrowed money incurred by the Borrower orany Subsidiary which (i) is expressly made subordinate to the prior payment in full of the Obligations, by its terms or by the terms ofany agreement or instrument pursuant to which such Indebtedness is issued, created or remains outstanding, with respect to thepayment of principal and any other payment obligations in respect of such Indebtedness, (ii) by its terms (and by the terms of anysecurity into which it is convertible or for which it is exchangeable) does not mature and is not required to be repaid, redeemed,repurchased or otherwise retired, pursuant to a sinking fund obligation, event of default or otherwise, in whole or in part, on or priorto the date that is one year after the Latest Maturity Date and (iii) by its terms, does not provide for any cash payment of interest (orpremium, if any).

“Qualified Receivables Financing” shall mean any Receivables Financing of a Receivables Subsidiary that meets thefollowing conditions: (1) the Borrower shall have determined in good faith that such Qualified Receivables Financing (includingfinancing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to theBorrower and the Receivables Subsidiary, (2) all sales of accounts receivable and related assets to the Receivables Subsidiary aremade at fair market value (as determined in good faith by the Borrower), and (3) the financing terms, covenants, termination eventsand other provisions thereof shall be market terms at the time the Receivables Financing is first introduced (as determined in goodfaith by the Borrower and it being understood that such terms, covenants, termination events and other provisions may subsequentlybe modified so long as such modifications are on market terms at the time of any such modification) and may include StandardSecuritization Undertakings. The grant of a security interest in any accounts receivable of the Borrower or any Subsidiary (other thana Receivables Subsidiary) to secure any Indebtedness shall not be deemed a Qualified Receivables Financing.

“Rate” shall have the meaning assigned to such term in the definition of the term “Type.”

“Rate Determination Date” means (i) in respect of a Eurocurrency Borrowing denominated in Euros or AustralianDollars, two (2) Business Days prior to the commencement of such Interest Period, or (ii) in respect of a Eurocurrency Borrowingdenominated in Canadian Dollars, the first day of the applicable Interest Period (or, in each case, such other day as is generallytreated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that,to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date”means such other day as otherwise reasonably determined by the Administrative Agent).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any andall parcels of or interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means,together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenantfixtures and equipment located thereon and incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean, as to the Borrower or any of its Subsidiaries, or Receivables Subsidiaries,collectively, accounts receivable (including any bills of exchange), and other receivables and, in each case, related assets andproperty from time to time originated, acquired or otherwise owned by the Borrower or such Subsidiary or Receivables Subsidiary(including, without limitation, interest payments).

“Receivables Fees” shall mean distributions or payments made directly or by means of discounts with respect to anyparticipation interest issued or sold in connection with, and other fees paid to a Person that is not a Subsidiary in connection with,any Receivables Financing.

“Receivables Financing” shall mean any transaction or series of transactions that may be entered into by the Borroweror any Subsidiary of the Borrower pursuant to which the Borrower or any of its Subsidiaries sells, conveys or otherwise transfers to(a) a Receivables Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries), and (b) any other Person, or maygrant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Borrower or any of itsSubsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guaranteesor other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which arecustomarily transferred or in respect of which security interests are customarily granted in connection with asset securitization orfactoring transactions involving accounts receivable and any obligations under a Hedging Agreement entered into by the Borroweror any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” shall mean any obligation of a seller of receivables in a Qualified ReceivablesFinancing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, includingas a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind asa result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” shall mean a Subsidiary of the Borrower (or another Person formed for the purposes ofengaging in a Qualified Receivables Financing with the Borrower or its Subsidiaries in which the Borrower or any Subsidiary of theBorrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers accounts receivable andrelated assets) which engages in no material activities other than in connection with the financing of accounts receivable of theBorrower and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto,and any business or activities incidental or related to such business, and which is designated by the Board of Directors of theBorrower as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed bythe Borrower or any other Subsidiary of the Borrower (excluding guarantees of obligations (other than the principal of, and intereston, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any otherSubsidiary of the Borrower in any way other than pursuant to Standard Securitization

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Undertakings, or (iii) subjects any property or asset of the Borrower or any other Subsidiary of the Borrower, directly or indirectly,contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, and

(b) to which neither the Borrower nor any other Subsidiary of the Borrower has any obligation to maintain orpreserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than pursuant toStandard Securitization Undertakings).

Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent bydelivering to the Administrative Agent a certified copy of the resolutions of the Board of Directors of the Borrower giving effect tosuch designation and an officer’s certificate signed on behalf of the Borrower certifying that such designation complied with theforegoing conditions.

“Recipient” shall mean (i) the Administrative Agent, (ii) any Lender or (iii) any Issuing Bank, as applicable.

“Reclassifiable Item” shall have the meaning assigned to such term in Section 1.02(b).

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted RefinancingIndebtedness,” and “Refinanced” and “Refinancings” shall have a meaning correlative thereto.

“Refinancing” shall mean (a) the repayment in full of all principal, accrued and unpaid interest, fees, premium, if any,and other amounts (other than (x) obligations not then due and payable or that by their terms survive the termination thereof and (y)certain existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments that on the ClosingDate will be grandfathered into, or backstopped by, the Initial Revolving Facility or cash collateralized in a manner satisfactory tothe issuing banks thereof) under the Existing Credit Agreement, (ii) the termination of all commitments to extend credit under theExisting Credit Agreement and (iii) the termination and release of any security interests and guarantees provided in connection withthe Existing Credit Agreement.

“Refinancing Amendment” means an amendment to this Agreement that is reasonably satisfactory to theAdministrative Agent (to the extent required by Section 2.21(j)) and the Borrower executed by (a) the Borrower, (b) theAdministrative Agent and (c) each Lender that agrees to provide all or any portion of the Refinancing Term Loans or theReplacement Revolving Facility Commitments, as applicable, being incurred pursuant thereto and in accordance with Section2.21(j).

“Refinancing Effective Date” shall have the meaning assigned to such term in Section 2.21(j).

“Refinancing Notes” shall mean any secured or unsecured notes or loans issued by the Borrower or any SubsidiaryLoan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided that(a) 100% of the Net Proceeds of such Refinancing Notes are used to permanently reduce Loans and/or replace Commitmentssubstantially simultaneously with the issuance thereof; (b) the principal amount

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) ofthe aggregate portion of the Loans so reduced and/or Commitments so replaced, except by (i) an amount equal to unpaid accruedinterest, penalties and premiums (including tender premiums) thereon plus underwriting discounts and other customary fees,commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connectiontherewith, (ii) an amount equal to any existing commitments unutilized thereunder and (iii) additional amounts permitted to beincurred pursuant to Section 6.01 (provided that (1) any additional Indebtedness referred to in this clause (iii) satisfies the otherapplicable requirements of this definition (with additional amounts incurred in reliance on this clause (iii) constituting a utilization ofthe relevant basket or exception pursuant to which such additional amount is permitted and provided, further, that for the avoidanceof doubt, any such additional amounts that are secured are permitted to be so secured under one or more exceptions to the covenantfound at Section 6.02 (other than Section 6.02(b))) and (2) if such additional Indebtedness is secured, the Lien securing suchIndebtedness is permitted under Section 6.02); (c) other than Refinancing Notes having an aggregate principal amount outstandingnot exceeding the Inside Maturity Basket, the final maturity date of such Refinancing Notes is on or after (or if such Indebtedness isunsecured or secured by Junior Liens, on or after the date that is 91 days after) the Term Facility Maturity Date or the RevolvingFacility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) otherthan Refinancing Notes having an aggregate principal amount outstanding not exceeding the Inside Maturity Basket, the WeightedAverage Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the TermLoans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) the terms thereof do not provide for anyscheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loansso reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other thancustomary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss andcustomary acceleration rights after an event of default); (f) the mandatory redemption terms applicable to such Refinancing Notesshall not be materially less favorable (as determined by the Borrower in good faith) to the Borrower than those applicable to theTerm Loans so reduced; (g) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts andredemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially lessfavorable (as determined by the Borrower in good faith) to the Borrower and the Subsidiaries than the terms, taken as a whole,applicable to the Term Loans so reduced or Commitments so replaced (in each case, except for covenants or other provisions (I)applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or (II) that reflectmarket terms and conditions (as determined by the Borrower in good faith) at the time such Refinancing Notes are issued, asdetermined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictiveterms to the extent required to satisfy the foregoing standard); (h) (A) there shall be no obligor in respect of such Refinancing Notesthat is not a Loan Party or the Euro Borrower and (B) there shall be no borrowers or issuers in respect of such Refinancing Notesthat are not the Borrower or the Euro Borrower; (i) to the extent any Refinancing Notes are secured, such Refinancing Notes shallonly be secured by Collateral; and (j) Refinancing Notes that are secured by Collateral shall be subject to the provisions of aPermitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

“Refinancing Term Loans” shall have the meaning assigned to such term in Section 2.21(j).

“Register” shall have the meaning assigned to such term in Section 9.04(b)(iv).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Replacement Date” has the meaning specified in Section 2.14(a).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings andinterpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings andinterpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings andinterpretations thereunder or thereof.

“Related Adjustment” shall mean, in determining any LIBOR Successor Rate, the first relevant available alternativeset forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

(A) the spread adjustment, or method for calculating or determining such spread adjustment, that has been selectedor recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into accountthe interest period, interest payment date or payment period for interest calculated and/or tenor thereto) and which adjustmentor method (x) is published on an information service as selected by the Administrative Agent from time to time in itsreasonable discretion or (y) solely with respect to Term SOFR, if not currently published, which was previously sorecommended for Term SOFR and published on an information service acceptable to the Administrative Agent; or

(B) the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivativetransaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or paymentperiod for interest calculated and/or tenor thereto).

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans andsimilar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advisedor managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers,advises or manages such Lender.

“Related Parties” shall mean, with respect to any specified person, such person’s Controlled or Controlling Affiliatesand the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Controlled orControlling Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting,escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, ora committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or anysuccessor thereto.

“Replacement Revolving Facilities” shall have the meaning assigned to such term in Section 2.20(l).

“Replacement Revolving Facility Commitments” shall have the meaning assigned to such term in Section 2.21(l).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Replacement Revolving Facility Effective Date” shall have the meaning assigned to such term in Section 2.21(l).

“Replacement Revolving Loans” shall have the meaning assigned to such term in Section 2.21(l).

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issuedthereunder, with respect to a Plan, other than events for which the 30-day notice period has been waived.

“Required Amount of Loans” shall have the meaning assigned to such term in the definition of the term “RequiredLenders.”

“Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b)Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent morethan 50% of the sum of (v) all Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all SwinglineExposure and (z) the total Available Unused Commitments at such time; provided that the Loans, Revolving L/C Exposures,Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining RequiredLenders at any time; provided, further, that, with respect to any determination of Required Lenders, Debt Fund Affiliates cannot, inthe aggregate, account for more than 49.9% of the amounts included in such determination. For purposes of the foregoing, “RequiredAmount of Loans” shall mean, at any time, the amount of Loans required to be held by Lenders in order for such Lenders toconstitute “Required Lenders.”

“Required Percentage” shall mean, with respect to an Excess Cash Flow Period, 50%; provided that (a) if the NetFirst Lien Leverage Ratio as at the end of the Excess Cash Flow Period is less than or equal to 4.25 to 1.00 but greater than 4.00 to1.00, such percentage shall be 25% and (b) if the Net First Lien Leverage Ratio as at the end of the Excess Cash Flow Period is lessthan or equal to 4.00 to 1.00, such percentage shall be 0%.

“Required Prepayment Lenders” shall mean, at any time, the holders of more than 50% of the aggregate unpaidprincipal amount of the Term Loans at such time (subject to the last paragraph of Section 9.08(b)).

“Required Revolving Facility Lenders” shall mean, at any time, Revolving Facility Lenders having (a) RevolvingFacility Loans outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that,taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans outstanding, (x) all Revolving L/CExposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided that the RevolvingFacility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shallbe disregarded in determining Required Revolving Facility Lenders at any time.

“Requirement of Law” shall mean, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree,judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed orentered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its propertyor assets or to which such person or any of its property or assets is subject.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, aUK Resolution Authority.

“Responsible Officer” of any person shall mean the chief executive officer, president, chief financial officer,treasurer, assistant treasurer or controller of a Company Party, solely for purposes of the delivery of incumbency certificatespursuant to Section 4.02, the secretary or any assistant secretary of a Company Party and, solely for purposes of notices givenpursuant to Article II, any other officer or employee of the applicable Company Party so designated by any of the foregoing officersin a notice to the Administrative Agent or any other officer or employee of the applicable Company Party designated in or pursuantto an agreement between the applicable Company Party and the Administrative Agent. Any document delivered hereunder that issigned by a Responsible Officer of a Company Party shall be conclusively presumed to have been authorized by all necessarycorporate, partnership and/or other action on the part of such Company Party and such Responsible Officer shall be conclusivelypresumed to have acted on behalf of such Company Party.

“Restricted Debt Payment” shall have the meaning assigned to such term in Section 6.09(b).

“Restricted Payments” shall have the meaning assigned to such term in Section 6.06. The amount of any RestrictedPayment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by theBorrower in good faith).

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Retained Declined Proceeds” shall have the meaning assigned to such term in Section 2.10(c)(i).

“Revaluation Date” shall mean (a) with respect to any Loan, each of the following: (i) each date of an extension of aEurocurrency Loan denominated in Euros or another Alternative Currency, (ii) each date of a continuation of a Eurocurrency Loandenominated in Euros or another Alternative Currency pursuant to Section 2.13, and (iii) such additional dates as the AdministrativeAgent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i)each date of issuance of a Letter of Credit denominated in Euros or another Alternative Currency, (ii) each date of an amendment orextension of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by theIssuing Bank under any Letter of Credit denominated in Euros or another Alternative Currency and (iv) such additional dates as theAdministrative Agent or the applicable Issuing Bank shall determine or the Required Lenders shall require.

“Revolving Credit Outstandings” shall mean, at any time with respect to any Class of Revolving FacilityCommitments, the aggregate amount of the Revolving Facility Credit Exposures with respect to such Class of Revolving FacilityCommitments at such time. The Revolving Credit Outstandings of any Revolving Facility Lender at any time shall be the RevolvingFacility Credit Exposure of such Revolving Facility Lender with respect to such Class of Revolving Facility Commitments at suchtime.

“Revolving Facility” shall mean (i) the Initial Revolving Facility, (ii) the Revolving Facility Commitments of anyother Class and the extensions of credit made in respect thereof by the Revolving Facility Lenders of such Class and (iii) forpurposes of Section 9.08(b), all such Revolving Facility Commitments as a single Class.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans of the same Class.

“Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment ofsuch Revolving Facility Lender to make Revolving Facility Loans (including the Initial Revolving Facility Commitment) expressedas an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility CreditExposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increasedfrom time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided underSection 2.21. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in theAssignment and Acceptance or Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment pursuant towhich such Lender shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), asapplicable. After the Closing Date, additional Classes of Revolving Facility Commitments may be added or created pursuant toIncremental Assumption Agreements, Extension Amendments or Refinancing Amendments.

“Revolving Facility Credit Exposure” shall mean, at any time with respect to any Class of Revolving FacilityCommitments, the sum of (a) the Dollar Equivalent of the aggregate principal amount of the Revolving Facility Loans of such Classoutstanding at such time, (b) the Swingline Exposure applicable to such Class at such time and (c) the Revolving L/C Exposureapplicable to such Class at such time minus, for the purpose of Sections 6.11 and 7.03, the amount of Letters of Credit that have beenCash Collateralized in an amount equal to the Minimum L/C Collateral Amount at such time. The Revolving Facility CreditExposure of any Revolving Facility Lender at any time shall be the product of (x) such Revolving Facility Lender’s RevolvingFacility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure of such Class of all RevolvingFacility Lenders, collectively, at such time.

“Revolving Facility Lender” shall mean a Lender (including an Incremental Revolving Facility Lender) with aRevolving Facility Commitment or with outstanding Revolving Facility Loans.

“Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01(b)including, to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, ExtensionAmendment or Refinancing Amendment, any Incremental Revolving Loan, any Extended Revolving Loans or any ReplacementRevolving Loans, as applicable.

“Revolving Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Initial RevolvingFacility, the Initial Revolving Facility Maturity Date and (b) with respect to the Revolving Facility of any other Class, the maturitydate specified therefor in the applicable Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment, asapplicable.

“Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender of any Class, thepercentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving FacilityCommitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving FacilityPercentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently ineffect, giving effect to any assignments pursuant to Section 9.04.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Revolving Facility Termination Event” shall have the meaning assigned to such term in Section 2.05(k).

“Revolving L/C Exposure” of any Class shall mean at any time the sum of the Dollar Equivalent of (a) the aggregateundrawn amount of all Letters of Credit applicable to such Class outstanding at such time and (b) the aggregate principal amount ofall L/C Disbursements applicable to such Class that have not yet been reimbursed at such time. The Revolving L/C Exposure of anyClass of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregateRevolving L/C Exposure applicable to such Class at such time. For all purposes of this Agreement, if on any date of determination aLetter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 orRule 3.14 of the International Standby Practices, International Chamber of Commerce No. 590, article 29 of the Uniform Customsand Practice for Documentary Credits, International Chamber of Commerce No. 600, or similar terms expressed in the Letter ofCredit, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unlessotherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount available under such Letterof Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any documentrelated thereto, provides for one or more automatic increases in the amount thereof, the amount of such Letter of Credit shall bedeemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximumamount is in effect at such time.

“S&P” shall mean Standard & Poor’s Ratings Group, Inc. and its successors and assigns.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“Sanctioned Country” shall have the meaning assigned to such term in Section 3.21(b).

“Sanctions” shall have the meaning assigned to such term in Section 3.21(b).

“Sanctions Laws” shall have the meaning assigned to such term in Section 3.21(b).

“Scheduled Unavailability Date” shall have the meaning assigned to such term in Section 2.14(a)(ii).

“Screen Rate” shall mean the LIBO Rate quote for an Applicable Currency on the applicable screen page theAdministrative Agent designates to determine such LIBO Rate for such Applicable Currency (or such other commercially availablesource providing such quotations for such Applicable Currency as may be designated by the Administrative Agent from time totime).

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by andbetween the Borrower or any of its Subsidiaries and any Cash Management Bank, or any Guarantee by the Borrower or any of itsSubsidiaries of any Cash Management Agreement entered into by and between any Subsidiary and any Cash

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Management Bank, in each case to the extent that such Cash Management Agreement or such Guarantee, as applicable, is designatedin writing by the Borrower and such Cash Management Bank to the Administrative Agent to be included as a Secured CashManagement Agreement.

“Secured Hedge Agreement” shall mean any Hedging Agreement that is entered into by and between the Borrower orany of its Subsidiaries and any Hedge Bank, or any Guarantee by the Borrower or any of its Subsidiaries of any Hedging Agreemententered into by and between any Subsidiary and any Hedge Bank, in each case to the extent that such Hedging Agreement or suchGuarantee, as applicable, is designated in writing by the Borrower and such Hedge Bank to the Administrative Agent to be includedas a Secured Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guarantee of, or grantof any Lien to secure, any obligations in respect of a Secured Hedge Agreement by a Guarantor shall not include any Excluded SwapObligations.

“Secured Obligations” shall mean, collectively, (a) the Loan Obligations, (b) obligations in respect of any SecuredCash Management Agreement, (c) obligations in respect of any Secured Hedge Agreement and (d) the Permitted Supply ChainObligations.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each Lender, each IssuingBank, each holder of the Permitted Supply Chain Obligations, each Hedge Bank that is party to any Secured Hedge Agreement, eachCash Management Bank that is party to any Secured Cash Management Agreement and each sub-agent appointed pursuant toSection 8.02 by the Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent withrespect to matters relating to any Security Document.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Agreement” shall mean the Security Agreement, dated as of the Closing Date, among the Loan Parties andthe Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Security Documents” shall mean the Security Agreement and each of the Intellectual Property security agreements,pledge agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant toSection 5.10, in each case as may be amended, restated, supplemented or otherwise modified from time to time and each otheragreement or document whereby a Loan Party grants security over its assets in favor of the Collateral Agent (for the benefit of theSecured Parties).

“Similar Business” shall mean any business, the majority of whose revenues are derived from (i) business or activitiesconducted (or proposed to be conducted) by the Borrower and its Subsidiaries on the Closing Date, (ii) any business that is a naturaloutgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related,incidental, complementary, ancillary, corollary or synergistic to any of the foregoing or (iii) any business that in the Borrower’s goodfaith business judgment constitutes a reasonable diversification of businesses conducted by the Borrower and its Subsidiaries.

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by theFederal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal ReserveBank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediatelysucceeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Specified Dividend” shall mean the payment by the Borrower, on or before the date that is six months after theClosing Date, of dividends or other distributions to its shareholders in an aggregate amount not to exceed the lesser of (x) theaggregate net cash proceeds of the Loans made to the Borrower on the Closing Date minusany such proceeds used by the Borrowerand its Subsidiaries following the Closing Date to finance Permitted Business Acquisitions and other Investments permitted by thisAgreement and (y) $405,000,000.

“Specified Event of Default” shall mean an Event of Default under Section 7.01(b), 7.01(c), 7.01(h) or 7.01(i).

“Specified Letter of Credit Sublimit” shall mean, with respect to each Issuing Bank, the amount set forth opposite thename of such Issuing Bank on Schedule 2.01 or in the counterpart to this Agreement pursuant to which such Issuing Bank became anIssuing Bank hereunder, as reduced from time to time pursuant to Section 2.05(l).

“Specified Real Estate Transactions” shall mean, collectively, the Huntley Real Estate Transaction, the Palatine RealEstate Transactions and the Poland Real Estate Transaction.

“Spot Rate” shall mean for a currency, the rate of exchange for the purchase of dollars with such currency lastprovided (either by publication or otherwise provided to the Administrative Agent or the Issuing Bank, as applicable) by theapplicable Bloomberg source (or such other publicly available source for displaying exchange rates) on date that is two (2) BusinessDays immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate ofexchange, the equivalent of such amount in dollars as determined by the Administrative Agent or the Issuing Bank, as applicableusing any method of determination it deems appropriate in its sole discretion).

“Standard Securitization Undertakings” shall mean representations, warranties, covenants, indemnities and guaranteesof performance entered into by the Borrower or any Subsidiary of the Borrower which the Borrower has determined in good faith tobe customary in a Receivables Financing including those relating to the servicing of the assets of a Receivables Subsidiary, it beingunderstood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Standby Letters of Credit” shall have the meaning assigned to such term in Section 2.05(a).

“Statutory Reserves” shall mean the aggregate of the maximum reserve percentages (including any marginal, special,emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic orforeign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holdinga Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurocurrency Loans shall be deemed toconstitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements withoutbenefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such RegulationD. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Stephen Family” means members of WSP Investment LLC as of the Closing Date, their respective spouses, linealdescendants (including through adoption), any trust for the benefit of any one or more of the foregoing, and any corporation,partnership, limited liability company or other entity Controlled by any one or more of the foregoing.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Sterling” and “£” shall mean the lawful currency of the United Kingdom.

“Subagent” shall have the meaning assigned to such term in Section 8.02.

“subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership,association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity ormore than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determinationis being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwiseControlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of the Borrower. Notwithstanding theforegoing except for purposes of the definition of “Unrestricted Subsidiary” contained herein, an Unrestricted Subsidiary shall bedeemed not to be a Subsidiary of Holdings, the Borrower or any of its Subsidiaries for purposes of this Agreement. For theavoidance of doubt, the Euro Borrower is a Subsidiary as of the Closing Date and shall cease to constitute a borrower hereunder onand after any date on which it ceases to be a Subsidiary.

“Subsidiary Loan Party” shall mean (a) each Wholly Owned Subsidiary of the Borrower that is not an ExcludedSubsidiary and (b) any other Subsidiary of the Borrower that may be designated by the Borrower (by way of delivering to theCollateral Agent the documents required to be delivered pursuant to the Collateral and Guarantee Requirement) in its sole discretionfrom time to time to be a guarantor or borrower in respect of the Loan Obligations and the obligations in respect of the LoanDocuments (a “Designated Guarantor”), whereupon such Designated Guarantor shall be obligated to comply with the applicablerequirements of Section 5.10(c) as if it were newly acquired; provided that, if such Designated Guarantor is a Foreign Subsidiary, (i)the jurisdiction of incorporation of such Designated Guarantor shall be reasonably satisfactory to the Administrative Agent and (ii)collateral and security provisions with respect to such Foreign Subsidiary reasonably acceptable to the Collateral Agent shall benegotiated in good faith.

“Subsidiary Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” containedin this Section 1.01.

“Successor Company” shall have the meaning assigned to such term in Section 6.05(o).

“Successor Rate” shall have the meaning assigned to such term in Section 2.14(a).

“Successor Rate Conforming Changes” shall mean, with respect to any proposed Successor Rate, any conformingchanges to the definition of ABR, Interest Period, timing and frequency of determining rates and making payments of interest andother technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timingof borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, inthe discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permitthe administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if theAdministrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that nomarket practice for the administration of such Successor Rate exists, in such other manner of administration as the AdministrativeAgent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement,contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.

“Swingline Borrowing Request” shall mean a request by the Borrower substantially in the form of Exhibit C-2 orsuch other form as shall be approved by the Swingline Lender.

“Swingline Commitment” shall mean, with respect to each Swingline Lender, the sum of such Swingline Lender’sDollar Swingline Commitment and Euro Swingline Commitment. The Swingline Commitment is part of, and not in addition to, theRevolving Facility Commitments.

“Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding SwinglineBorrowings at such time. The Swingline Exposure of any Revolving Facility Lender at any time shall mean its applicable RevolvingFacility Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean (a) with respect to any Dollar Swingline Loans, (i) the Administrative Agent, in itscapacity as a lender of Swingline Loans, and (ii) each Revolving Facility Lender that shall have become a Swingline Lenderhereunder as provided in Section 2.04(d), each in its capacity as a lender of Swingline Loans hereunder (collectively, “DollarSwingline Lender”) and (b) with respect to any Euro Swingline Loan, the Administrative Agent, in its capacity as a lender ofSwingline Loans (collectively, “Euro Swingline Lender”).

“Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to Section 2.04(a).

“TARGET2” shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer paymentsystem which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” shall mean any day on which TARGET2 (or, if such payment system ceases to be operative, suchother payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement ofpayments in Euros.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdingsor other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combinedor other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

“Term Borrowing” shall mean any Initial Term B Borrowing or any Incremental Term Borrowing.

“Term Facility” shall mean the Initial Term B Facility and/or any or all of the Incremental Term Facilities.

“Term Facility Commitment” shall mean the commitment of a Lender to make Term Loans, including Initial Term BLoans and/or any Other Term Loans.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Term Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Initial Term B Facilityin effect on the Closing Date, the Initial Term B Facility Maturity Date and (b) with respect to any other Class of Term Loans, thematurity dates specified therefor in the applicable Extension Amendment, Incremental Assumption Agreement or RefinancingAmendment.

“Term Loan Installment Date” shall mean any Initial Term B Loan Installment Date or any Incremental Term LoanInstallment Date.

“Term Loans” shall mean the Initial Term B Loans and/or any Other Term Loans.

“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by theAdministrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based onSOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an informationservice as selected by the Administrative Agent from time to time in its reasonable discretion.

“Termination Date” shall mean the date on which (a) all Commitments shall have been terminated, (b) the principalof and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document and all other LoanObligations shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims notthen due) and (c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have expired withno pending drawings and all amounts drawn or paid thereunder have been reimbursed in full.

“Test Period” shall mean, on any date of determination, (a) the period of four consecutive fiscal quarters of theBorrower then most recently ended (taken as one accounting period) for which financial statements have been (or were required tobe) delivered pursuant to Section 5.04(a) or 5.04(b) or (other than for purposes of determining actual compliance with Section 6.11),if earlier, are internally available.

“Testing Condition” shall be satisfied at any time if as of such time (i) the sum of without duplication (x) theaggregate principal amount of outstanding Revolving Facility Loans and Swingline Loans at such time and (y) the aggregate amountof Letters of Credit issued hereunder (other than (1), solely for purposes of testing the Financial Covenant for the fiscal quartersending June 30, 2021 and September 30, 2021, up to $10,000,000 of Initial Revolving Facility Loans borrowed on the Closing Date,(2) up to $30,000,000 of undrawn Letters of Credit and (3) any Letters of Credit that have been Cash Collateralized in accordancewith Section 2.05(j)) exceeds (ii) an amount equal to 35% of the aggregate amount of the Revolving Facility Commitments at suchtime.

“Third Party Funds” shall mean any segregated accounts or funds, or any portion thereof, received by the Borrower orany of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon theBorrower or one or more of its Subsidiaries to collect and remit those funds to such third parties.

“Trade Letters of Credit” shall have the meaning assigned to such term in Section 2.05(a).

“Transaction Expenses” shall mean any fees, premiums, expenses or other transaction costs incurred or paid by theBorrower, any Parent Entity or any of its or their respective Subsidiaries or any of its or their respective Affiliates in connection withthe

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Transactions, this Agreement, the other Loan Documents, the Refinancing and the Specified Dividend, and the transactionscontemplated hereby and thereby.

“Transactions” means, collectively, (a) the execution, delivery and performance of the Loan Documents, the creationof the Liens pursuant to the Security Documents, and the initial borrowings hereunder, (b) the Specified Dividend, (c) theRefinancing and (d) the payment of the Transaction Expenses.

“Transformative Transaction” means any transaction by the Borrower or any Subsidiary that is either (a) notpermitted by the terms of this Agreement immediately prior to the consummation of such transaction or (b) if permitted by the termsof this Agreement immediately prior to the consummation of such transaction, would not provide the Borrower and its Subsidiarieswith a durable capital structure following such consummation, as determined by the Borrower acting in good faith.

“Type” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on suchLoan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the AdjustedLIBO Rate and the ABR.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (asamended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling withinIFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial ConductAuthority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions orinvestment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority havingresponsibility for the resolution of any UK Financial Institution.

“Undisclosed Administration” shall mean, in relation to a Lender or its direct or indirect parent company, theappointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by asupervisory authority or regulatory under or based on the law in the country where such Lender or such parent company is subject tohome jurisdiction, if applicable law requires that such appointment not be disclosed.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may from time to time be ineffect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction in the UnitedStates of America, to the extent it may be required to apply to any item or items of Collateral.

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.05(e).

“Unrestricted Cash” shall mean cash or cash equivalents of the Borrower or any of its Subsidiaries that would notappear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries; provided that for purposes of thecalculation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the Net Total Leverage Ratio, the amount ofUnrestricted Cash and Permitted Investments not denominated in Dollars shall be calculated based on the currency exchange ratesthat would be used either, at the option of the Borrower, (i) for purposes of preparing a balance sheet or (ii) for purposes ofcalculating EBITDA, in each case, as of the last day of the Test Period most recently ended as of the date of determination asdetermined by the Borrower in good faith.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Unrestricted Subsidiary” shall mean (1) any Subsidiary of the Borrower identified on Schedule 1.01(D), (2) anyother Subsidiary of the Borrower, whether now owned or acquired or created after the Closing Date, that is designated by theBorrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided that the Borrower shallonly be permitted to form or designate a new Unrestricted Subsidiary after the Closing Date so long as no Specified Event of Defaulthas occurred and is continuing or would result therefrom, such Unrestricted Subsidiary shall be capitalized (to the extent capitalizedby the Borrower or any of the Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, and anyprior or concurrent Investments in such Subsidiary by the Borrower or any of the Subsidiaries shall be deemed to have been madeunder Section 6.04, with the amount of such Investment being deemed the fair market value of such Unrestricted Subsidiary on thedate of designation, (c) without duplication of clause (b), any net assets owned by such Unrestricted Subsidiary at the time of theinitial designation thereof shall be treated as Investments pursuant to Section 6.04, (d) such Unrestricted Subsidiary does not ownany Material Intellectual Property and (e) the Net First Lien Leverage Ratio is less than or equal to 7.00 to 1.00 on a Pro FormaBasis and (3) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be aSubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”) so long as (i) no Specified Event of Default hasoccurred and is continuing or would result therefrom and (ii) the Net First Lien Leverage Ratio is less than or equal to 7.00 to 1.00on a Pro Forma Basis; provided that any Subsidiary Redesignation shall be deemed to constitute the incurrence of the Indebtednessand Liens of such Subsidiary at such time. Notwithstanding the foregoing, in no event shall the Euro Borrower constitute anUnrestricted Subsidiary.

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or statelaw for the relief of debtors.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Requiredto Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).

“Voting Stock” shall mean, with respect to any person, such person’s Equity Interests having the right to vote for theelection of directors of such person under ordinary circumstances.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of yearsobtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinkingfund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) thenumber of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests of which(other than (x) directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law and (y) de minimisshares owned by other persons) are owned by such person or another Wholly Owned Subsidiary of such person. Unless the contextotherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary of the Borrower that is a Wholly Owned Subsidiary of theBorrower.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawalfrom such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

“Withholding Agent” shall mean any Loan Party and the Administrative Agent.

“Working Capital” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date ofdetermination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that,for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to anychanges in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets orliabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Write-Down and Conversion Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-downand conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEAMember Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) withrespect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce,modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liabilityarises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide thatany such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect ofthat liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both thesingular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the correspondingmasculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by thephrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words“ordinary course of business” or “ordinary course” shall, with respect to any Person, be deemed to refer to items or actions that areconsistent with practice in or norms of the industry in which such Person operates or such Person’s past practice (it being understoodthat the sale of accounts receivable (and related assets) pursuant to factoring arrangements entered into by the Borrower and itsSubsidiaries shall be deemed to be in the ordinary course of business so long as such accounts receivable (and related assets) are soldfor Cash in an amount not less than 95% of the face amount thereof (but, for the avoidance of doubt, this shall not preclude any salefor less than a price to be determined to be in the ordinary course so long as it is in the ordinary course of business)) (in each case, asdetermined by the Borrower in good faith). Unless the context requires otherwise (i) any definition of or reference to any agreement,instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring tosuch agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented orotherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments,restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forthherein), (ii) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisionsconsolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law, (iii) any reference hereinor in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (iv) the words“herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer tosuch Loan Document in its entirety and not to any particular provision hereof, (v) all references herein or in any Loan Document toArticles, Sections, Clauses, Paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, Clauses andParagraphs of, and Exhibits and Schedules to, this Agreement or such Loan Document unless the context shall otherwise require, (vi)in the computation of periods of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words“to” and “until” mean “to but excluding” and the word “through” means “to and including”, (vii) the words “asset” and “property”,when used in any Loan Document, shall be construed to have the same meaning and effect and to refer to any and all tangible andintangible assets and properties, including Cash, securities, accounts and contract rights, (viii) the fair market value of any asset orproperty shall be determined by the Borrower in good faith and (ix) references to any matter being “permitted” under the LoanDocuments shall include references to such matters not being prohibited or otherwise approved under the Loan Documents. Exceptas otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests anamendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in theapplication thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the RequiredLenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before orafter such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effectand applied immediately before such change shall have become effective until such notice shall have been withdrawn or suchprovision amended in accordance herewith. Notwithstanding any changes in GAAP after December 31, 2017 or anything else hereinto the contrary, any lease of the Borrower and its Subsidiaries, or of a special purpose or other entity not consolidated with theBorrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease underGAAP in effect on December 31, 2017 (whether such lease is entered into before or after December 31, 2017) shall not constituteIndebtedness or a Capitalized Lease Obligation of the Borrower or any Subsidiary under this Agreement or any other LoanDocument as a result of such changes in GAAP.

(b) For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), inthe event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment or Disposition or portion thereof, asapplicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clauseof such Section (other than Section 6.01(a) (in the case of Indebtedness incurred on the Closing Date), Sections 6.02(a) and 6.02(b))(each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify orreclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section and will only be required toinclude such Reclassifiable Item (or portion thereof) in any one category; provided that upon delivery of any financial statementspursuant to Section 5.04(a) or (b) following the initial incurrence or making of any such Reclassifiable Item, if such ReclassifiableItem could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket, suchReclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable provisions of such“ratio-based” basket, as applicable (in each case, subject to any other applicable provision such “ratio-based” basket, as applicable).It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/orDisposition need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment,Restricted Debt Payment, Investment and/or Disposition under Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), respectively, butmay instead be permitted in part under any combination thereof or under any other available exception.

Section 1.03 Effectuation of Transaction. Each of the representations and warranties of the Borrower contained in thisAgreement (and all corresponding definitions) are made after giving effect to the Transactions as shall have taken place on or priorto the date of determination, unless the context otherwise requires.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.04 Pro Forma and Other Calculations. Notwithstanding anything in this Agreement or any Loan Document to thecontrary, when calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the incurrence ofIndebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment,the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or anyRestricted Debt Payment, determining compliance with any provision of this Agreement which requires that no Default, Event ofDefault or Specified Event of Default has occurred, is continuing or would result therefrom, determining compliance with anyprovision of this Agreement which requires compliance with any representations and warranties set forth herein or determining theavailability for the utilization of any basket, the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens,the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary asa Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a LimitedCondition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default, Event ofDefault or Specified Event of Default has occurred, is continuing or would result therefrom, determination of compliance with anyrepresentations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s electionto exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be inrespect of one or more of clauses (i) through (iv) above), be deemed to be (a) in the case of any acquisition or similar Investment orrelated transaction or event (including with respect to any Indebtedness contemplated or incurred in connection therewith), either atthe time of the execution of a binding letter of intent or the definitive agreement with respect to the relevant Investment (and, ifdetermined at such time, may be recalculated, at the election of the Borrower, at the delivery of financial statements prior to theconsummation of the relevant acquisition or similar Investment or at the time of the consummation of the relevant acquisition orsimilar Investment) or (ii) at the time of the consummation of the relevant acquisition or similar Investment, (b) in the case of anyRestricted Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), either (i) at thetime of the declaration of such Restricted Payment (and, if determined at such time, may be recalculated, at the election of theBorrower, at the delivery of financial statements prior to the making of such Restricted Payment or at the time of the making of suchRestricted Payment) or (ii) at the time of the making of such Restricted Payment and/or (c) in the case of any Restricted DebtPayment or any redemption of any Equity Interests of the Borrower (including with respect to any Indebtedness contemplated orincurred in connection therewith), either (i) at the time of delivery of notice with respect to such payment or redemption (and, ifdetermined at such time, may be recalculated, at the election of the Borrower, at the delivery of financial statements prior to themaking of such Restricted Debt Payment or redemption or at the time of the making of such Restricted Payment or redemption) or(ii) at the time of the making of such Restricted Debt Payment or redemption, in each case (1) after giving effect to the relevanttransaction, the incurrence of any related Indebtedness (including the intended use of proceeds thereof) and all other permitted proforma adjustments on a Pro Forma Basis, (2) based on the most recently ended four (4) consecutive fiscal quarter period for whichinternal financial statements are initially available, (3) [reserved] and (4) at the election of the Borrower, giving effect to otherprospective “limited conditionality” acquisitions or similar investments on a Pro Forma Basis for which a binding letter of intent ordefinitive agreements have been executed for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on aProForma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connectiontherewith (including any incurrence or issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof), with suchratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning ofthe most recent Test Period ending prior to the LCT Test Date for which internal financial statements are available, the Borrowercould have taken such action

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to havebeen complied with. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions areexceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA or other components of suchratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and otherprovisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely forpurposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance withsuch conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions,unless the Borrower elects, in its sole discretion, to test such ratios and compliance with the conditions on the date such LimitedCondition Transaction or related transaction is consummated. If the Borrower has made an LCT Election for any Limited ConditionTransaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any otherprovision hereunder (other than actual compliance with the Financial Covenant and the Pricing Grid) on or following the relevantLCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that thedefinitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such LimitedCondition Transaction or the date the Borrower makes an election pursuant to clause (y) of the immediately preceding sentence, anysuch ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such LimitedCondition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness orDisqualified Stock and the use of proceeds thereof) had been consummated on the LCT Test Date and, in the case of any RestrictedPayment, on a Pro Forma Basis excluding such Limited Condition Transaction and other transaction in connection therewith.

(b) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein, with respect to anyamounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not requirecompliance with a financial ratio or test (including, without limitation, the Net First Lien Leverage Ratio, the Net Secured LeverageRatio and the Net Total Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amountsincurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance withany such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that any FixedAmount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevantIncurrence-Based Amount in connection with such substantially concurrent incurrence.

Section 1.05 Timing of Payment or Performance. Except as otherwise expressly provided herein, when the payment of anyobligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not aBusiness Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

Section 1.06 Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references toNew York City time (daylight or standard, as applicable).

Section 1.07 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of divisionunder Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability ofany Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred,assigned or disposed from the original Person to the subsequent Person, and (b) if

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence bythe holders of its Equity Interests at such time.

Section 1.08 [Reserved].

Section 1.09 Exchange Rates; Currency Equivalent.

(a) The Administrative Agent or the Issuing Bank, as applicable, shall determine the Spot Rates as of eachRevaluation Date to be used for calculating Dollar Equivalent amounts of Loans and Letters of Credit and outstanding amountsdenominated in Euros or other Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shallbe the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder orexcept as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documentsshall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.

(b) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of aEurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum ormultiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Loan or Letter of Credit is denominated in Euros or anAlternative Currency, such amount shall be the relevant Euro Equivalent or Alternative Currency Equivalent, as applicable, of suchDollar amount (rounded to the nearest unit Euros or of such Alternative Currency, as applicable, with 0.5 of a unit being roundedupward), as determined by the Administrative Agent, or the Issuing Bank, as the case may be.

(c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent haveany liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” orwith respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, anySuccessor Rate) or the effect of any of the foregoing, or of any Successor Rate Conforming Changes.

Section 1.10 Additional Alternative Currencies.

(a) The Borrower may from time to time request that Eurocurrency Loans be made and Letters of Credit be issuedin a currency other than Dollars or those currencies specifically listed in the definition of “Alternative Currency”, provided that suchrequested currency is a lawful currency (other than Dollars or any of the currencies specifically listed in the definition of“Alternative Currency”) that is readily available and freely transferable and convertible into Dollars. In the case of any such requestwith respect to the making of Eurocurrency Loans, such request shall be subject to the approval of the Administrative Agent and theapplicable Revolving Facility Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, suchrequest shall be subject to the approval of the Administrative Agent and each Issuing Bank.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty Business Daysprior to the date of the desired initial credit extension in such requested currency (or such later time or date as may be agreed by theAdministrative Agent and, in the case of any such request pertaining to Letters of Credit, each Issuing Bank, in its or their solediscretion). In the case of any such request pertaining to Eurocurrency Loans, the Administrative Agent shall promptly notify eachLender thereof; and in the case of any such

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

request pertaining to Letters of Credit, the Administrative Agent shall promptly notify each applicable Issuing Bank thereof. EachLender (in the case of any such request pertaining to Eurocurrency Loans) or each Issuing Bank (in the case of a request pertainingto Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such requestwhether it consents, in its sole discretion, to the making of Eurocurrency Loans or the issuance of Letters of Credit, as the case maybe, in such requested currency.

(c) Any failure by a Lender or an Issuing Bank, as the case may be, to respond to such request within the timeperiod specified in the preceding sentence shall be deemed to be a refusal by such Lender or such Issuing Bank, as the case may be,to permit Eurocurrency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agentand all applicable Revolving Facility Lenders consent to making Eurocurrency Loans in such requested currency, the AdministrativeAgent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currencyhereunder for purposes of any Eurocurrency Loans; and if the Administrative Agent and each Issuing Bank consent to the issuanceof Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shallthereupon, upon the effectiveness of the amendment referenced below, be deemed for all purposes to be an Alternative Currencyhereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request foran additional currency under this Section 1.10, the Administrative Agent shall promptly so notify the Borrower. If theAdministrative Agent and the applicable Revolving Facility Lenders consent to such request for an Alternative Currency, theBorrower and the Administrative Agent shall negotiate in good faith to enter into an amendment to this Agreement to effect suchchanges hereto as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect theprovisions of this Section 1.10 (including, without limitation, to amend the definition of “LIBO Rate” to the extent necessary to addthe applicable LIBO Rate for such currency).

Section 1.11 Change of Currency. Each obligation of the Borrower or Euro Borrower to make a paymentdenominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currencyafter the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such memberstate, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with anyconvention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basisshall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawfulcurrency; provided that if any Loan in the currency of such member state is outstanding immediately prior to such date, suchreplacement shall take effect, with respect to such Loan, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as theAdministrative Agent (in consultation with the Borrower) may from time to time specify to be appropriate to reflect the adoption ofthe Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as theAdministrative Agent (in consultation with the Borrower) may from time to time specify to be appropriate to reflect a change incurrency of any other country and any relevant market conventions or practices relating to the change in currency.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.12 Belgian Terms. In this Agreement, where it relates to the Euro Borrower or a Belgian person or the context sorequires, a reference to:

(a) a liquidator, compulsory manager, receiver, administrative receiver, administrator or similar officer includesany insolventiefunctionaris/praticiendel'insolvabilité,curator/curateur,vereffenaar/liquidateur,gedelegeerdrechter/jugedélégué,gerechtsmandataris/mandataire de justice, voorlopig bewindvoerder/administrateur provisoire, gerechtelijkbewindvoerder/administrateur judiciaire, mandataris ad hoc/mandataire ad hoc andondernemingsbemiddelaar/médiateurd'entreprise, as applicable;

(b) a composition or arrangement includes a minnelijk akkoord met schuldeisers/accord amiable avec descréanciers, collectief akkoord/accord collectif orreorganisatie door overdracht onder gerechtelijk gezag/réorganisation partransfertsousautoritédejustice, as applicable;

(c) a person being unable to pay its debts is that person being in a state of cessation of payments (stakingvanbetaling/cessationdepaiements);

(d) a winding-up or dissolution includes any vereffening/liquidation,ontbinding/dissolution,faillissement/failliteandsluitingvaneenonderneming/fermetured'uneenterprise;

(e) an amalgamation, merger, consolidation includes a overdracht van algemeenheid/transfert d'universalité,overdracht van bedrijfstak/transfert de branche d'activité, splitsing/scission andfusie/fusion and an assimilated transaction(gelijkgestelde verrichting/opérationassimilée) in accordance with the Belgian Code of Companies and Associations;

(f) an obligor being incorporated in Belgium or of which its jurisdiction of incorporation is Belgium, means thatsuch obligor has its statutory seat in Belgium; and

insolvency includes any insolventieprocedure/procedure d'insolvabilité, gerechtelijke reorganisatie/réorganisationjudiciaire,faillissement/faillite and any other concurrence between creditors (samenloopvanschuldeisers/concoursdescréanciers).

Article II

TheCredits

Section 1.01 Commitments. Subject to the terms and conditions set forth herein:

(a) Each Lender agrees to make Initial Term B Loans in Dollars to the Borrower on the Closing Date in anaggregate principal amount not to exceed its Initial Term B Loan Commitment.

(A) Each Lender agrees to make Revolving Facility Loans of a Class in Dollars, Australian Dollars,Canadian Dollars, Euros, Sterling or, to the extent approved in accordance with Section 1.10, any other Alternative Currency to theBorrower and the Euro Borrower from time to time during the Availability Period in an aggregate principal amount that will notresult in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving FacilityCommitment of such Class, (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving FacilityCommitments of such Class or (iii) the aggregate Revolving Credit Outstandings made to the Euro Borrower exceeding the EuroBorrower Sublimit. Within the foregoing limits and subject to the terms and conditions set forth

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

herein, the Borrower and the Euro Borrower may borrow, prepay and reborrow Revolving Facility Loans.

(b) Each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions setforth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregateprincipal amount not to exceed its Incremental Term Loan Commitment.

(c) Amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may notbe re-borrowed.

Section 1.02 Loans and Borrowings. Each Loan shall be made as part of a Borrowing consisting of Loans under the sameFacility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicableFacility (or, in the case of Swingline Loans, in accordance with their respective Swingline Commitments); provided, however, thatRevolving Facility Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance withtheir respective Revolving Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make anyLoan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of theLenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised entirely ofABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing denominatedin Dollars shall be an ABR Borrowing, each Swingline Borrowing denominated in Euro shall be a Eurocurrency Borrowing, eachBorrowing by the Euro Borrower shall be a Eurocurrency Borrowing and each Borrowing of Australian Dollars, Canadian Dollars,Euros, or Sterling under the Revolving Facility shall be a Eurocurrency Borrowing.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, suchBorrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the BorrowingMinimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that isan integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Revolving FacilityBorrowing may be in an aggregate amount that is equal to the entire unused available balance of the Revolving FacilityCommitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). EachSwingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the BorrowingMinimum. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall notbe entitled to request any Borrowing that, if made, would result in more than (i) 10 Eurocurrency Borrowings outstanding under allTerm Facilities at any time and (ii) 10 Eurocurrency Borrowings outstanding under all Revolving Facilities at any time. Borrowingshaving different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or toelect to convert or continue, any Borrowing of any Class if the Interest Period requested with respect thereto would end after theRevolving Facility Maturity Date or the Term Facility Maturity Date for such Class, as applicable.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rolloverall of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by theterms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, andsuch Lender.

Section 1.03 Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borroweror the Euro Borrower, as applicable, shall notify the Administrative Agent of such request electronically in the case of aEurocurrency Borrowing denominated in Dollars, not later than 12:00 noon, New York City time, three Business Days before thedate of the proposed Borrowing (or such later time as the Administrative Agent may agree), in the case of a Eurocurrency Borrowingdenominated in an Alternative Currency (other than a Borrowing of Euro Swingline Loans), not later than 12:00 noon, New YorkCity time, four Business Days before the date of the proposed Borrowing (or such later time as the Administrative Agent may agree),or in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of the proposedBorrowing (or such later time as the Administrative Agent may agree); provided that, (i) to request a Eurocurrency Borrowing on theClosing Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 5:00 p.m., New YorkCity time, two Business Days prior to the Closing Date (or such later time as the Administrative Agent may agree), (ii) to request anABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than5:00 p.m., New York City time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent mayagree), (iii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement ascontemplated by Section 2.05(e) may be given not later than 2:00 p.m., New York City time, one Business Day before the date of theproposed Borrowing and (iv) any such notice of an Incremental Revolving Borrowing or Incremental Term Borrowing may be givenat such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall beirrevocable (other than in the case of notice given in respect of Incremental Commitments, which may be conditioned as provided inthe applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to theAdministrative Agent of a written Borrowing Request signed by the Borrower or Euro Borrower (as applicable). Each suchtelephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) whether such Borrowing is to be a Borrowing of Term Loans, Revolving Facility Loans, RefinancingTerm Loans, Other Term Loans or Replacement Revolving Loans as applicable;

(ii) the aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, whichshall be a period contemplated by the definition of the term “Interest Period”;

(vi) the location and number of the account to which funds are to be disbursed;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(vii) with respect to any Revolving Facility Loans, the applicable currency; and

(viii) whether the Borrowing shall be made by the Borrower or by the Euro Borrower under the EuroBorrower Sublimit.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (x) in the case of a Borrowingdenominated in Dollars, an ABR Borrowing and (y) in the case of any Borrowing denominated in an Alternative Currency, aEurocurrency Borrowing in the original Alternative Currency with an Interest Period of one month. If no Interest Period isspecified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected anInterest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to bemade as part of the requested Borrowing.

Section 1.04 Swingline Loans.

(a) Subject to the terms and conditions set forth herein, (i) each Dollar Swingline Lender agrees, in reliance uponthe agreements of the other Lenders set forth in this Section 2.04, to make Dollar Swingline Loans to the Borrower and (ii) the EuroSwingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, in its sole discretion, tomake Euro Swingline Loans to the Euro Borrower, in each case, from time to time during the Availability Period, in an aggregateprincipal amount at any time outstanding that will not result in (w) the aggregate principal amount of outstanding Dollar SwinglineLoans exceeding the Dollar Swingline Commitment, (x) the aggregate principal amount of outstanding Euro Swingline Loansexceeding the Euro Swingline Commitment, (y) the Revolving Credit Outstandings made to the Euro Borrower exceeding the EuroBorrower Sublimit or (z) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving FacilityCommitments of such Class; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance anoutstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowermay borrow, prepay and reborrow Dollar Swingline Loans and the Euro Borrower may borrow, prepay and reborrow EuroSwingline Loans.

(b) To request a Swingline Borrowing, the Borrower or Euro Borrower (as applicable) shall notify theAdministrative Agent and the applicable Swingline Lender of such request by telephone (confirmed by a Swingline BorrowingRequest by electronic means), not later than (i) in the case of a Borrowing of Dollar Swingline Loans, 1:00 p.m., New York Citytime, and (ii) in the case of a Borrowing of Euro Swingline Loans, not later than 11:00 a.m., London time, on the day of a proposedSwingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requesteddate of such Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing. Theapplicable Swingline Lender shall consult with the Administrative Agent as to whether the making of the Swingline Loan is inaccordance with the terms of this Agreement prior to such Swingline Lender funding such Swingline Loan. The applicableSwingline Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds tothe account of the Borrower or the Euro Borrower, as applicable (or, in the case of a Swingline Borrowing made to finance thereimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

(c) Each Swingline Lender may by written notice given to the Administrative Agent not later than (x) in the caseof Dollar Swingline Loans, 10:00 a.m., New York City time,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

on any Business Day and (y) in the case of Euro Swingline Loans, 10:00 a.m., New York City time, three Business Days prior to theexpected date of funding of the applicable participation, require the Revolving Facility Lenders of the applicable Class to acquireparticipations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify theaggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate and whether such SwinglineLoans are Dollar Swingline Loans or Euro Swingline Loans. Promptly upon receipt of such notice, the Administrative Agent willgive notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving FacilityPercentage of such Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt ofnotice as provided above, to pay to the Administrative Agent in like funds for the account of each Swingline Lender, such RevolvingFacility Lender’s applicable Revolving Facility Percentage of such Swingline Loans. Each Revolving Facility Lender acknowledgesand agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute andunconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default orEvent of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under thisparagraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the paymentobligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts soreceived by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower or Euro Borrower (asapplicable) of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect ofsuch Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts receivedby a Swingline Lender from the Borrower or Euro Borrower (as applicable) (or other party on behalf of the Borrower or EuroBorrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations thereinshall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptlyremitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to thisparagraph and to the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall berepaid to the applicable Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is requiredto be refunded to the Borrower or Euro Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to thisparagraph shall not relieve the Borrower or the Euro Borrower of any default in the payment thereof.

(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or moreRevolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender ofan appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substancereasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and suchdesignated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall haveall the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender”shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.

Section 1.05 Letters of Credit. General. Subject to the terms and conditions set forth herein, the Borrower may request theissuance of and the Issuing Banks shall issue one or more letters of credit denominated in Dollars, Australian Dollars, CanadianDollars, Euros and Sterling or an Alternative Currency in the form of (x) trade letters of credit in support of trade obligations

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

of the Borrower and the Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes,“Trade Letters of Credit”) and (y) standby letters of credit for any other lawful purposes of the Borrower and the Subsidiaries (suchletters of credit for such purposes, “Standby Letters of Credit”; each such letter of credit issued hereunder, a “Letter of Credit” andcollectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary in a form reasonably acceptable to theapplicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is fiveBusiness Days prior to the applicable Revolving Facility Maturity Date; provided that (v) each Standby Letter of Credit shall be inan amount that is not less than $250,000 and each commercial Letter of Credit shall be not less than $100,000, (w) no Issuing Bankshall be required to issue bank guarantees or bankers’ acceptances without its prior written consent, (x) none of Bank of America,N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc., UBS AG, Stamford Branch and Wells Fargo Bank, NationalAssociation shall be required to issue Trade Letters of Credit or other Letters of Credit (other than Standby Letters of Credit) withoutits prior written consent, (y) the Borrower shall remain primarily liable in the case of a Letter of Credit issued for the account of aSubsidiary and (z) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment or decree ofany Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letterof Credit, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such Issuing Bank or theissuance of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of creditgenerally that are customary for the industry. In the event of any inconsistency between the terms and conditions of this Agreementand the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or enteredinto by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Request for Issuance, Amendment, Extension: Certain Conditions. To request the issuance of a Letter ofCredit (or the amendment, extension (other than an automatic extension in accordance with paragraph (c) of this Section 2.05) orextension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and theAdministrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or suchshorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice requesting theissuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance,amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall complywith paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the currency of such Letter of Credit, the name andaddress of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Creditand such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicableIssuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection withany request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment orextension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving FacilityCommitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit, and (iii) the aggregate amount of allLetters of Credit, and unreimbursed L/C Disbursements with respect to Letters of Credit, issued by any Issuing Bank shall notexceed such Issuing Bank’s Specified Letter of Credit Sublimit without such Issuing Bank’s express written consent; provided thateach Issuing Bank hereby agrees that any Existing Roll-Over Letters of Credit issued by such Issuing Bank may exceed such IssuingBank’s Specified Letter of Credit Sublimit.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of the dateone year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of theissuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrowerand the applicable Issuing Bank in their sole discretion) after such extension) and the date that is five Business Days prior to theapplicable Revolving Facility Maturity Date; provided that any Letter of Credit with a one year tenor may provide for automaticextension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of thisparagraph (c) ) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once ineach twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiarythereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided,further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond thedate referred to in clause (ii) above, provided that if any such Letter of Credit is outstanding or is issued under the Revolving FacilityCommitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class, theBorrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and therelevant Issuing Bank in an amount equal to the available amount of each such Letter of Credit on or prior to the date that is fiveBusiness Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing theamount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicableIssuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under suchClass, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Creditequal to such Revolving Facility Lender’s applicable Revolving Facility Percentage of the aggregate amount available to be drawnunder such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutelyand unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, suchRevolving Facility Lender’s applicable Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and notreimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement paymentrequired to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligationto acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not beaffected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence andcontinuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changesin currency exchange rates, such Revolving Facility Lender’s Revolving Facility Credit Exposure at any time might exceed itsRevolving Facility Commitment at such time (in which case Section 2.11(f) would apply), and that each such payment shall be madewithout any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter ofCredit, the Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal tosuch L/C Disbursement not later than 11:00 a.m., New York City time, on the Business Day the Borrower receives notice underparagraph (g) of this Section 2.05 of such L/C Disbursement (or, if the Borrower receives such notice after 9:00 a.m., New YorkCity time, then not later than 11:00 a.m. on the first Business Day after the Borrower receives such notice), together with accruedinterest thereon from the date of such L/C Disbursement at the rate applicable to ABR Revolving

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Loans of the applicable Class; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request inaccordance with Section 2.03 or Section 2.04(a) that such payment be financed with an ABR Revolving Facility Borrowing or aSwingline Borrowing of the applicable Class, as applicable, in an equivalent amount and, to the extent so financed, the Borrower’sobligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Facility Borrowing or SwinglineBorrowing. If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notifythe applicable Issuing Bank and each other applicable Revolving Facility Lender of the applicable L/C Disbursement, the paymentthen due from the Borrower in respect thereof (the “Unreimbursed Amount”) and, in the case of a Revolving Facility Lender, suchLender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility Lender with aRevolving Facility Commitment of the applicable Class shall pay to the Administrative Agent in Dollars, Australian Dollars,Canadian Dollars, Euros, Sterling or an Alternative Currency, as applicable, its Revolving Facility Percentage of the UnreimbursedAmount in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay tothe applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by theAdministrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute suchpayment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to thisparagraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any paymentmade by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement (other thanthe funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall notrelieve the Borrower of its obligation to reimburse such L/C Disbursement.

(f) Obligations Absolute. The obligation of the Borrower to reimburse L/C Disbursements as provided inparagraph (e) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance withthe terms of this Agreement under any and all circumstances whatsoever and irrespective of any lack of validity or enforceability ofany Letter of Credit or this Agreement, or any term or provision therein, any draft or other document presented under a Letter ofCredit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does notcomply with the terms of such Letter of Credit or any other event or circumstance whatsoever, whether or not similar to any of theforegoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right ofsetoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor anyof their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of anyLetter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to inthe preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or othercommunication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any errorin interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of thecircumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided that the foregoing shall not be construed to excusethe applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrowerthat are determined by final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’sfailure to exercise care when determining whether drafts and other documents presented under a

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willfulmisconduct on the part of the applicable Issuing Bank, such Issuing Bank shall be deemed to have exercised care in each suchdetermination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect todocuments presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicableIssuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for furtherinvestigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents ifsuch documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examineall documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify theAdministrative Agent and the Borrower by telephone (confirmed by electronic means) of any such demand for payment under aLetter of Credit and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure togive or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the RevolvingFacility Lenders with respect to any such L/C Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shallreimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest,for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimbursessuch L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans of the applicable Class; provided that, ifsuch L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section 2.05, then Section2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except thatinterest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section 2.05 toreimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment.

(i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement amongthe Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shallnotify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, theBorrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after theeffective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced IssuingBank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “IssuingBank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous IssuingBanks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain aparty hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect toLetters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit. Any IssuingBank (other than the Issuing Banks named in clause (i) of the definition thereof except as otherwise provided in Section 8.09) mayresign at any time by giving 30 days’ prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignationof an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights andobligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by itprior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or increase any existingLetter of Credit.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(j) Cash Collateralization Following Certain Events. If and when the Borrower is required to Cash Collateralizeany Revolving L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Sections 2.05(c), 2.11(e), 2.11(f),2.11(g), 2.22(a)(v) or 7.01, the Borrower shall deposit in an account with or at the direction of the Collateral Agent, in the name ofthe Collateral Agent and for the benefit of the Revolving Facility Lenders, an amount in cash in Dollars, Euros or an AlternativeCurrency, as applicable, equal to 102% of the Revolving L/C Exposure as of such date (or, in the case of Sections 2.05(c), 2.11(e),2.11(f), 2.11(g) and 2.22(a)(v), the portion thereof required by such sections). Each deposit of Cash Collateral (x) made pursuant tothis paragraph or (y) made by the Administrative Agent pursuant to Section 2.22(a)(ii), in each case, shall be held by the CollateralAgent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Collateral Agentshall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interestearned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as anEvent of Default shall be continuing, the Collateral Agent and (ii) at any other time, the Borrower, in each case, in PermittedInvestments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on suchinvestments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse eachIssuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall beheld for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time (and anyamounts in excess of the Revolving L/C Exposure at such time shall promptly be returned to the Borrower) or, if the maturity of theLoans has been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of thetotal Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower isrequired to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of aDefaulting Lender or the occurrence of a limit under Sections 2.11(e), (f) or (g) being exceeded, such amount (to the extent notapplied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured orwaived or the termination of the Defaulting Lender status or the limits under Sections 2.11(e), (f) and (g) no longer being exceeded,as applicable.

(k) Cash Collateralization Following Termination of the Revolving Facility. Notwithstanding anything to thecontrary herein, in the event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of allRevolving Facility Commitments (a “Revolving Facility Termination Event”) in connection with which the Borrower notifies anyone or more Issuing Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effectafter the date of such Revolving Facility Termination Event (each, a “Continuing Letter of Credit”), then the security interest of theCollateral Agent in the Collateral under the Security Documents may be terminated in accordance with Section 9.18 if each suchContinuing Letter of Credit is Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount, which shall bedeposited with or at the direction of each such Issuing Bank.

(l) Additional Issuing Banks. From time to time, the Borrower may by notice to the Administrative Agentdesignate any Lender (in addition to the initial Issuing Banks) each of which agrees (in its sole discretion) to act in such capacity andis reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute acounterpart of this Agreement (which counterpart shall set forth the Specified Letter of Credit Sublimit of such Issuing Bank) uponthe approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned) and shallthereafter be an Issuing Bank hereunder for all purposes. Upon the designation of an Issuing Bank hereunder, the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Specified Letter of Credit Sublimit of the other Issuing Banks shall be reduced by the Specified Letter of Credit Sublimit of suchadditional Issuing Bank on a pro rata basis.

(m) Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to theAdministrative Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no later than the next BusinessDay after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which suchIssuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and theaggregate available amount of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect tosuch issuance, amendment or extension occurred (and whether the amount thereof changed), and such Issuing Bank shall bepermitted to issue, amend or extend such Letter of Credit if the Administrative Agent shall not have advised such Issuing Bank thatsuch issuance, amendment or extension would not be in conformity with the requirements of this Agreement, (B) on each BusinessDay on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/CDisbursement and (C) on any other Business Day, such other information with respect to the outstanding Letters of Credit issued bysuch Issuing Bank as the Administrative Agent shall reasonably request.

Section 1.06 Funding of Borrowings. Each Lender shall make each Loan to be made by it hereunder on the proposed datethereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the AdministrativeAgent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made asprovided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting theamounts so received, in like funds, to an account or accounts designated by the Borrower as specified in the applicable BorrowingRequest; provided that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursementand reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of anyBorrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, theAdministrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of thisSection 2.06 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if aLender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and theBorrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amountwith interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding thedate of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) theFederal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules oninterbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans atsuch time. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlappingperiod, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for suchperiod. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loanincluded in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against aLender that shall have failed to make such payment to the Administrative Agent.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds makea Revolving Facility Loan on behalf of the Lenders (including by means of Swingline Loans to the Borrower). In such event, theapplicable Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse theAdministrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to eachapplicable Lender not later than 2:00 p.m., New York City time, on the Business Day such reimbursement is requested. The entireamount of interest attributable to such Revolving Facility Loan for the period from and including the date on which such RevolvingFacility Loan was made on such Lender’s behalf to but excluding the date the Administrative Agent is reimbursed in respect of suchRevolving Facility Loan by such Lender shall be paid to the Administrative Agent for its own account.

Section 1.07 Interest Elections. Each Borrowing initially shall be of the Type specified in the applicable BorrowingRequest and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.Thereafter, the Borrower may elect to convert such Borrowing to a different Type (if such Borrowing is denominated in Dollars) orto continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in thisSection 2.07. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which caseeach such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loanscomprising each such portion shall be considered a separate Borrowing. No Loan may be converted into or continued as a Loandenominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the othercurrency.

(b) To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of suchelection by telephone, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting aBorrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic InterestElection Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the AdministrativeAgent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliancewith Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are beingelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in whichcase the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be aBusiness Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable theretoafter giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrowershall be deemed to have selected an Interest Period of one month’s duration. If less than all the outstanding principal amount of anyBorrowing shall be converted or continued, then each resulting Borrowing shall be in an integral multiple of the Borrowing Multipleand not less than the Borrowing Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number ofBorrowings of the relevant Type.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lenderto which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowingprior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of suchInterest Period such Borrowing shall be made as, or converted to, ABR Loans; provided, however, that in the case of a failure totimely request a continuation of Eurocurrency Loans denominated in an Alternative Currency, such Loans shall be continued as aEurocurrency Borrowing in their original currency with a one month Interest Period. Notwithstanding any contrary provision hereof,if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a requestthrough electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) nooutstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing without the consent of the Required Lendersand (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end ofthe Interest Period applicable thereto.

Section 1.08 Termination and Reduction of Commitments. Unless previously terminated, the Revolving FacilityCommitments of each Class shall terminate on the applicable Revolving Facility Maturity Date for such Class. On the Closing Date(after the funding of the Initial Term B Loans to be made on such date), the Initial Term B Loan Commitments of each Lender as ofthe Closing Date will terminate.

(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments ofany Class; provided that each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is anintegral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of the Revolving FacilityCommitments of such Class) and the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if,after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and any CashCollateralization of Letters of Credit in accordance with Section 2.05(j) or (k), (A) the Revolving Facility Credit Exposure of suchClass (excluding any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class, or(B) the Euro Borrower Sublimit would exceed the amount of the total Revolving Facility Commitments.

(c) The Borrower shall notify the Administrative Agent by delivery of a Prepayment Notice of any election toterminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 not later than 12:00noon, New York City time, three Business Days before the proposed effective date of such termination or reduction, specifying suchelection and the effective date thereof. Promptly following receipt of any Prepayment Notice, the Administrative Agent shall advisethe applicable Lenders of the contents thereof. Each Prepayment Notice delivered by the Borrower pursuant to this Section 2.08 shallbe irrevocable; provided that any such notice of termination or reduction of the Revolving Facility Commitments of any Classdelivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures orsimilar agreements or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior tothe specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent.Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respectiveCommitments of such Class.

Section 1.09 Repayment of Loans; Evidence of Debt. Each of the Borrower and the Euro Borrower hereby unconditionallypromises to pay to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount ofeach Revolving Facility Loan to the Borrower or the Euro Borrower on the Revolving Facility Maturity Date applicable to suchRevolving Facility Loans, to the Administrative Agent for the account of each Lender the then unpaid principal amount of eachTerm Loan of such Lender as provided in Section 2.10 and to the Swingline Lender the then unpaid principal amount of eachSwingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Datefor such Class and the date that is ten Business Days after such Swingline Loan is made; provided that on each date that a RevolvingFacility Borrowing is made by the Borrower or the Euro Borrower, the Borrower or the Euro Borrower shall repay all SwinglineLoans made to the Borrower or the Euro Borrower that are then outstanding. Notwithstanding anything in this Agreement or anyother Loan Document to the contrary, the Euro Borrower will not be liable for an amount in excess of the Loan Obligations directlyincurred hereunder by the Euro Borrower.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing theindebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal andinterest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain the Register pursuant to Section 9.04(b)(iv), and a subaccounttherein for each Lender, in which it shall record the amount of each Loan made hereunder, the Facility and Type thereof and theInterest Period (if any) applicable thereto, the amount of any principal or interest due and payable or to become due and payablefrom the Borrower to each Lender hereunder and any amount received by the Administrative Agent hereunder for the account of theLenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 shall be primafacie evidence and the entries in the Register shall be conclusive evidence absent manifest error of the existence and amounts of theobligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain the Register or suchaccounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with theterms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event,the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assignsand in a form reasonably approved by the Administrative Agent and reasonably acceptable to the Borrower, which promissory noteshall be substantially in the form of (x) Exhibit J-1 in the case of a Note evidencing Indebtedness of the Borrower under the TermLoan of such Lender and (y) Exhibit J-2 in the case of a Note evidencing Indebtedness of the Borrower under the Revolving FacilityCommitment of such Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by suchpromissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one ormore promissory notes in such form payable to the payee named therein and its registered assigns.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.10 Repayment of Term Loans and Revolving Facility Loans. Subject to the other clauses of this Section 2.10 andto Section 9.08(e),

(i) The Borrower shall repay Initial Term B Loans incurred on the Closing Date on the last Business Dayof each March, June, September and December of each year (commencing on March 31, 2021) and on the applicable InitialTerm B Facility Maturity Date (each such date being referred to as a “Initial Term B Loan Installment Date”), in anaggregate principal amount of such Initial Term B Loans equal to (A) in the case of quarterly payments due prior to theapplicable Initial Term B Facility Maturity Date, an amount equal to 0.25% of the aggregate principal amount of such InitialTerm B Loans outstanding immediately after the Closing Date, and (B) in the case of such payment due on the applicableInitial Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of such Initial Term B Loansoutstanding;

(ii) in the event that any Incremental Term Loans are made, the Borrower shall repay such IncrementalTerm Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such datebeing referred to as an “Incremental Term Loan Installment Date”); and

(iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicableTerm Facility Maturity Date.

(b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on theapplicable Revolving Facility Maturity Date, or, if any such date is not a Business Day, on the next preceding Business Day.

(c) Prepayment of the Loans from:

(i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shallbe allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof toreduce the scheduled amortization payments under such clause as directed by the Borrower and in absence of such direction,in direct order of the amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in theremaining scheduled amortization payments under such Classes; provided that any Lender, at its option, may elect to declineany such prepayment of any Term Loan (other than any Net Proceeds of the type described in clause (b) of the definitionthereof and any Permitted Refinancing Indebtedness) held by it if it shall give written notice to the Administrative Agentthereof by 5:00 p.m. New York City time at least two Business Days prior to the date of such prepayment (any such Lender,a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied toprepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by theBorrower for application for any purpose not prohibited by this Agreement and which amounts shall build the CumulativeCredit (such amounts, the “Retained Declined Proceeds”), and

(ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to theremaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct(and, absent such direction, in direct order of maturity).

(d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied (i) pro rata tothe Term Loans or Other Term Loans (if any) in direct order of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

maturity, or (ii) as otherwise directed by the Borrower. Prior to any prepayment of any Loan under any Facility hereunder, theBorrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the AdministrativeAgent by telephone (confirmed by electronic means by delivery of a Prepayment Notice to the Agent) of such selection not later than12:00 noon, New York City time, (i) in the case any ABR Borrowing, in the case of any voluntary prepayment of Loans pursuant toSection 2.11(a), (b) or (c), on the scheduled date of such prepayment, (ii) in the case of a Eurocurrency Borrowing denominated inDollars, at least three Business Days before the scheduled date of such prepayment, and (ii) in the case of any EurocurrencyBorrowing denominated in an Alternative Currency, at least four Business Days before the scheduled date of such prepayment (or,such shorter period acceptable to the Administrative Agent); provided, that notice of prepayment of any Swingline Loan may beprovided not later than 1:00 p.m., New York City time, on the scheduled date of such prepayment, provided, further that a notice ofprepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similaragreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agenton or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of theRevolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that eachRevolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility CreditExposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be appliedratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on theamount repaid to the extent required by Section 2.13(d).

Section 1.11 Prepayment of Loans. The Borrower shall have the right at any time and from time to time to prepay anyLoan in whole or in part, without premium or penalty (but subject to Section 2.12(d) and Section 2.16), in an aggregate principalamount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amountoutstanding, subject to prior notice in accordance with Section 2.10(d).

(b) The Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordancewith clauses (c) and (d) of Section 2.10. Notwithstanding the foregoing, the Borrower may use a portion of such Net Proceeds (otherthan any Net Proceeds of the type described in clause (b) of the definition thereof) to prepay or repurchase any Other First LienDebt, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, (A) thenumerator of which is the outstanding principal amount of such Other First Lien Debt and (B) the denominator of which is the sumof the outstanding principal amount of such Other First Lien Debt and the outstanding principal amount of all Classes of TermLoans.

(c) Not later than five (5) Business Days after the date on which the annual financial statements are, or arerequired to be, delivered under Section 5.04(a) (the “ECF Date”) with respect to each Excess Cash Flow Period, the Borrower shallcalculate Excess Cash Flow for such Excess Cash Flow Period and the Borrower shall apply an amount (the “ECF PaymentAmount”) equal to:

(i) the amount by which the Required Percentage of such Excess Cash Flow exceeds $15,000,000 (the“ECF Threshold Amount”), minus

(ii) to the extent not financed using the proceeds of the incurrence of funded term Indebtedness, the sum of(without duplication):

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(A) the amount of any voluntary payments during such Excess Cash Flow Period (plus, withoutduplication of any amounts previously deducted under this clause (A), the amount of any voluntary paymentsafter the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of (x)Term Loans (it being understood that the amount of any such payment constituting a below-par PermittedLoan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemedprepaid therewith) and (y) Other First Lien Debt (provided that in the case of the prepayment of any revolvingIndebtedness, there was a corresponding reduction in commitments) in each case, except to the extent fundedwith long term Indebtedness (other than revolving Indebtedness),

(B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period (plus,without duplication of any amounts previously deducted under this clause (B), the amount of any permanentvoluntary reductions after the end of such Excess Cash Flow Period but before the date of prepayment underthis Section 2.11(c)) of Revolving Facility Commitments to the extent that an equal amount of RevolvingFacility Loans was simultaneously repaid,

(C) the amount of any mandatory prepayments (other than those required due to the incurrence ofIndebtedness (other than revolving Indebtedness)) during such Excess Cash Flow Period (plus, withoutduplication of any amounts previously deducted under this clause (C), the amount of any mandatoryprepayments after the end of such Excess Cash Flow Period but before the date of prepayment under thisclause (c)) of (x) Term Loans and (y) Other First Lien Debt (other than any prepayment of any revolvingIndebtedness),

(D) the amount of permitted Restricted Debt Payments (excluding Restricted Debt Payments madepursuant to Section 6.09(b)(i)(E) (unless made pursuant to clause (a) of the definition of Cumulative Credit))paid in cash by the Borrower during such Excess Cash Flow Period (or, at the option of the Borrower, afterthe end of a Fiscal Year but before the date on which payment under this Section 2.11(c) is due) or permittedRestricted Debt Payments that the Borrower or any Subsidiary shall, during such Excess Cash Flow Period,become obligated to make in cash or have made in cash or otherwise have anticipated or committed to makein cash during such Excess Cash Flow Period or the period of four consecutive fiscal quarters of the Borrowerfollowing the end of such Excess Cash Flow Period with respect thereto, in each case in accordance withSection 6.09(b),

(E) (i) the amount of Capital Expenditures made during such Excess Cash Flow Period (or, at theoption of the Borrower, after the end of a Fiscal Year but before the date on which payment under this Section2.11(c) is due) that are paid in cash and (ii) the aggregate consideration paid in cash during the Excess CashFlow Period (or, at the option of the Borrower, after the end of a Fiscal Year but before the date on whichpayment under this Section 2.11(c) is due) in respect of Permitted Business Acquisitions and otherInvestments permitted hereunder (excluding Permitted Investments, intercompany Investments in

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Subsidiaries and any Investments made pursuant to Section 6.04(hh) (unless made pursuant to clause (a) of thedefinition of Cumulative Credit)),

(F) Capital Expenditures, Permitted Business Acquisitions, or other permitted Investments(excluding Permitted Investments and intercompany Investments in Subsidiaries and any Investments madepursuant to Section 6.04(hh) (unless made pursuant to clause (a) of the definition of Cumulative Credit)), thatthe Borrower or any Subsidiary shall, during such Excess Cash Flow Period, become obligated to make, ineach case in cash, or have made in cash or otherwise have anticipated, committed to make during such ExcessCash Flow Period or the period of four (4) consecutive fiscal quarters of the Borrower following the end ofsuch Excess Cash Flow Period with respect thereto; provided that any amount so deducted shall not bededucted again in a subsequent Excess Cash Flow Period,

(G) The amount of permitted Restricted Payments (excluding Restricted Payments made pursuantto Section 6.06(e) (unless made pursuant to clause (a) of the definition of Cumulative Credit)) paid in cash bythe Borrower during such Excess Cash Flow Period (or, at the option of the Borrower, after the end of a FiscalYear but before the date on which payment under this Section 2.11(c) is due) and permitted RestrictedPayments paid by any Subsidiary to any Person other than the Borrower or any of its Subsidiaries during suchExcess Cash Flow Period (or, at the option of the Borrower, after the end of a Fiscal Year but before the dateon which payment under this Section 2.11(c) is due), or permitted Restricted Payments that the Borrower orany Subsidiary shall, during such Excess Cash Flow Period, become obligated to make in cash or have madein cash or otherwise have anticipated or committed to make in cash during such Excess Cash Flow Period orthe period of four consecutive fiscal quarters of the Borrower following the end of such Excess Cash FlowPeriod with respect thereto, in each case in accordance with Section 6.06,

provided, that (1) any amounts set forth in clauses (A) through (G) above may be applied to any subsequentFiscal Year(s) to the extent the aggregate of such amounts exceeds the amount required to reduce to zero, withrespect to any given fiscal year, the Excess Cash Flow payment otherwise required above (including aftergiving effect to the ECF Threshold Amount and carry-forwards of any such excess amounts from prior years)for such Fiscal Year and (2) the ECF Payment Amount shall be increased on a dollar-for-dollar basis by theamount of any Capital Expenditures, Permitted Business Acquisitions, or other permitted Investments referredto in clause (F) above or permitted payments in cash referred to above in clauses (D) and (G) above that arecommitted or anticipated to be made during such Excess Cash Flow Period or the period of four consecutivefiscal quarters of the Borrower following the end of such Excess Cash Flow Period with respect thereto, to theextent not so made during such Excess Cash Flow Period or four fiscal quarter period (in each case solely tothe extent such amounts originally reduced the ECF Payment Amount pursuant to clause (D), (F) or (G)above, as applicable), with such dollar-for-dollar increase occurring during the Excess Cash

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Flow Period in which such applicable Excess Cash Flow Period or four fiscal quarter period referenced aboveexpired without such cash payment being made.

Such calculation will be set forth in a Compliance Certificate delivered to the Administrative Agent setting forth the amount, if any,of Excess Cash Flow for such Fiscal Year, the amount of any required prepayment in respect thereof and the calculation thereof inreasonable detail.

(d) Notwithstanding any other provisions of this Section 2.11 to the contrary, to the extent that any Net Proceedsof any Asset Sale by a Subsidiary or Excess Cash Flow attributable to a Subsidiary would otherwise be required to be appliedpursuant to Section 2.11(b) or Section 2.11(c) but is prohibited, restricted or delayed by applicable local law from being repatriatedto the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repayTerm Loans or Other First Lien Debt at the times provided in Section 2.11(b) or Section 2.11(c) but may be retained by theapplicable Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation to the United States, andonce such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, suchrepatriation will be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly applied (net of additionalTaxes payable or reserved against as a result thereof including, without duplication, any repatriation costs associated withrepatriation of such proceeds from the applicable recipient to the Borrower) to the repayment of the Term Loans or Other First LienDebt pursuant to Section 2.11(b) or Section 2.11(c), to the extent provided therein, to the extent that the Borrower has determined ingood faith that repatriation of any or all of such Net Proceeds or Excess Cash Flow that would otherwise be required to be appliedpursuant to Section 2.11(b) or Section 2.11(c) would have a material adverse Tax consequence with respect to such Net Proceeds orExcess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Subsidiary (the Borrowerhereby agreeing to cause the applicable Subsidiary to promptly use commercially reasonable efforts to take all actions within thereasonable control of such Subsidiary that are reasonably required to eliminate such Tax effects), to the extent that the Borrower hasdetermined in good faith based on the advice of counsel that the repatriation of any or all of such Net Proceeds or Excess Cash Flowwould give rise to a risk of liability for the directors of a Subsidiary, such Subsidiary may retain the Net Proceeds or Excess CashFlow and prepayments from Excess Cash Flow shall be made net of Taxes payable or reserved against as a result of the repatriationof funds from such Subsidiaries to the Borrower.

(e) In the event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the totalRevolving Facility Commitments of such Class, the Borrower shall prepay Revolving Facility Borrowings or Swingline Borrowingsof such Class (or, if no such Borrowings are outstanding, provide Cash Collateral in respect of outstanding Letters of Credit pursuantto Section 2.05(j)) in an aggregate amount equal to such excess.

(f) In the event that the Revolving L/C Exposure exceeds the Letter of Credit Sublimit, at the request of theAdministrative Agent, the Borrower shall provide Cash Collateral pursuant to Section 2.05(j) in an aggregate amount equal to suchexcess.

Section 1.12 Fees. The Borrower agrees to pay to each Initial Revolving Facility Lender (other than any DefaultingLender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December ineach year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, acommitment fee in Dollars (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of suchLender in respect of the Initial Revolving Facility during the preceding quarter (or other period commencing with the Closing Dateor

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the ApplicableCommitment Fee accrued up to the last Business Day of each March, June, September and December. All Commitment Fees shallbe computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating any InitialRevolving Facility Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Initial RevolvingFacility Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Initial RevolvingFacility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the InitialRevolving Facility Commitments of such Lender shall be terminated as provided herein.

(b) The Borrower from time to time agrees to pay to each Revolving Facility Lender of each Class (other thanany Defaulting Lender), through the Administrative Agent, on a date no later than the first Business Day after the last day of March,June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shallbe terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage ofthe daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of suchClass, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving FacilityMaturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annumequal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such periodaccrued up to the last Business Day of each March, June, September and December, and to each Issuing Bank, for its own account(x) on the date that is the first Business Day after the last day of March, June, September and December of each year and on the dateon which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter ofCredit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and includingthe termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily amount of such Letter of Crediton a quarterly basis in arrears, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or anyL/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “IssuingBank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basisof the actual number of days elapsed in a year of 360 days.

(c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, theadministration fee in respect of the Facilities as set forth in the Administrative Agent Fee Letter, as may be amended, restated,supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”).

(d) In the event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower shall make(A) a voluntary prepayment of the Initial Term B Loans (which shall include prepayments pursuant to the yank-a-bank provisions)pursuant to Section 2.11(a) or (B) a mandatory prepayment of Net Proceeds under clause (b) of the definition thereof pursuant toSection 2.11(b), in each case with the proceeds of any new or replacement tranche of long-term secured term loans denominated inDollars that are broadly syndicated to banks and other institutional investors in financings similar to the Initial Term B Loans andhave an Applicable Margin that is less than the Applicable Margin of such Initial Term B Loans (other than, for the avoidance ofdoubt, with respect to securitizations) or effect any amendment to this Agreement which reduces the Applicable Margin of the InitialTerm B Loans and, in either case of clause (x) or (y), where the primary purpose (as determined in good faith by the Borrower) ofsuch prepayment or amendment is to reduce the Applicable Margin of the Initial Term B Loans (any such transaction, a “RepricingTransaction”), the Borrower shall pay to the Administrative

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Agent, for the ratable account of each of the applicable Initial Term B Facility Lenders, a prepayment premium of 1% of theaggregate principal amount of the Initial Term B Loans so prepaid, exchanged or amended; provided that in no event shall any suchfee be payable if the Repricing Transaction is consummated in connection with a Change in Control, Qualified IPO, MaterialAcquisition, Material Disposition, Transformative Transaction, dividend recapitalization or transaction resulting in an upsizing ofthe Initial Term B Facility. Such amounts shall be due and payable on the date of such prepayment or the effective date of suchamendment, as the case may be.

(e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent fordistribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable IssuingBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Section 1.13 Interest. The Loans comprising each ABR Borrowing (including each Dollar Swingline Loan) shall bearinterest at the ABR plus the Applicable Margin.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for theInterest Period in effect for such Borrowing plus the Applicable Margin.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amountpayable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdueamount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of anyLoan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in the caseof any other overdue amount, 2% plus the rate applicable to ABR Loans as provided in clause (a) of this Section; provided that thisclause (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08; provided, further,that no amount shall be payable under to this Section 2.13(c) to any Defaulting Lender.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, inthe case of Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments and in the case of theTerm Loans, on the applicable Term Facility Maturity Date; provided that (A) interest accrued pursuant to clause (c) of this Section2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of aRevolving Facility Loan that is an ABR Loan that is not made in conjunction with a permanent commitment reduction), accruedinterest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the eventof any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loanshall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed byreference to the ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding thelast day). The applicable ABR, Adjusted LIBO Rate, or LIBO Rate shall be determined by the Administrative Agent, and suchdetermination shall be conclusive absent manifest error.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.14 Alternate Rate of Interest.

(a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the AdministrativeAgent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify theAdministrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (asapplicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for an Applicable Currency forany requested Interest Period, including, without limitation, because the Screen Rate for such Applicable Currency is notavailable or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the administrator of the Screen Rate for an Applicable Currency or a Governmental Authority havingjurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date afterwhich (x) the Applicable Reference Rate for an Applicable Currency or the Screen Rate for an Applicable Currency shall nolonger be made available, or used for determining the interest rate of loans denominated in such Applicable Currency or (y)the administrator of the Screen Rate for an Applicable Currency will be insolvent, provided that, in each case, at the time ofsuch statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue toprovide the Applicable Reference Rate for such Applicable Currency after such specific date (such specific date, the“Scheduled Unavailability Date”); or

(iii) the administrator of the Screen Rate for an Applicable Currency or a Governmental Authority havingjurisdiction over the Administrative Agent has made a public statement announcing that all Interest Periods and other tenorsof the Applicable Reference Rate for an Applicable Currency are no longer representative; or

(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section2.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace theApplicable Reference Rate for an Applicable Currency;

then, in the case of clauses (i) - (iii) above, on a date and time determined by the Administrative Agent (any suchdate, the “Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, asapplicable, for interest calculated and shall occur reasonably promptly upon the occurrence of any of the events or circumstancesunder clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date,

(A) the Applicable Reference Rate for Dollars will be replaced hereunder and under any Loan Documentwith, subject to the proviso below, the first available alternative set forth in the order below for any payment periodfor interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to,or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBORSuccessor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment SuccessorRate”): (x) Term SOFR plus the Related Adjustment; and (y) SOFR plusthe Related Adjustment;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

and in the case of clause (iv) above, the Borrower and Administrative Agent may amend this Agreement solely for the purpose ofreplacing the Applicable Reference Rate for Dollars under this Agreement and under any other Loan Document in accordance withthe definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day afterthe Administrative Agent shall have notified all Lenders and the Borrower of the occurrence of the circumstances described in clause(iv) above unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent writtennotice that such Required Lenders object to the implementation of a LIBOR Successor Rate pursuant to such clause;

provided that, if the Administrative Agent determines that Term SOFR has become available, is administratively feasible for theAdministrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if ithad been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agentnotifies the Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interestpayment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of suchnotice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus therelevant Related Adjustment; and

(B) with respect to any Applicable Currency other than Dollars, the Administrative Agent and theBorrower may amend this Agreement solely for the purpose of replacing the LIBO Rate for the Applicable Currencyin accordance with this Section 2.14 with another alternate benchmark rate giving due consideration to any evolvingor then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in theApplicable Currency for such alternative benchmarks and, in each case, including any mathematical or otheradjustments to such benchmark giving due consideration to any evolving or then existing convention for similarsyndicated credit facilities syndicated in the U.S. and denominated in the Applicable Currency for such benchmarks,each of which adjustments or methods for calculating such adjustments shall be published on one or more informationservices as selected by the Administrative Agent from time to time in its reasonable discretion and may beperiodically updated (each, an “Adjustment;” and any such proposed rate, an “Applicable Successor Rate” andtogether with the LIBOR Successor Rate, a “Successor Rate”), and any such amendment shall become effective at5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to allLenders and the Borrower unless, prior to such time, Lenders comprising the Required Revolving Facility Lendershave delivered to the Administrative Agent written notice that such Required Revolving Facility Lenders object tosuch amendment. If no Applicable Successor Rate has been determined for the Applicable Currency and thecircumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), theAdministrative Agent will promptly so notify the Borrower and each Lender.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of (x)any occurrence of any of the events, periods or circumstances under clauses (i) through (iii) above, (y) a Replacement Date and (z)the Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extentsuch market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manneras otherwise reasonably determined by the Administrative Agent.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise beless than (x) in the case of the Term Loans, 0.75%, the Successor Rate will be deemed to be 0.75% and (y) in all other cases, 0.00%,the Successor Rate will be deemed to be 0.00% for purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent will have the right tomake Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any otherLoan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without anyfurther action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, theAdministrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower andthe Lenders reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described inSection 2.14(a)(i) - (iii) have occurred with respect to the Successor Rate then in effect, then the successor rate thereto shall bedetermined in accordance with the definition of “Successor Rate.”

(b) Notwithstanding anything to the contrary herein, (i) after any such determination by the Administrative Agent orreceipt by the Administrative Agent of any such notice described under Section 2.14(a)(i) – (iii) with respect to an ApplicableReference Rate for an Applicable Currency, as applicable, if the Administrative Agent determines that a Successor Rate is notavailable (or in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates are available) on or prior to theReplacement Date, (ii) if the events or circumstances described in Section 2.14(a)(iv) have occurred with respect to an ApplicableReference Rate for an Applicable Currency but a Successor Rate is not available (or in the case of the LIBOR Successor Rate, noneof the LIBOR Successor Rates are available), or (iii) if the events or circumstances of the type described in Section 2.14(a)(i) – (iii)have occurred with respect to the Successor Rate then in effect for an Applicable Currency and the Administrative Agent determinesthat the Successor Rate is not available (or in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates areavailable), then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose ofreplacing the Applicable Reference Rate for the Applicable Currency or any then current Successor Rate for such ApplicableCurrency at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, inaccordance with this Section 2.14 with another alternate benchmark rate giving due consideration to any evolving or then existingconvention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case,including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration toany evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, whichadjustment or method for calculating such adjustment shall be published on an information service as selected by the AdministrativeAgent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposedrate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifthBusiness Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless,prior to such time, Lenders comprising the Required Lenders (or in the case of an Alternative Currency the Required RevolvingFacility Lenders) have delivered to the Administrative Agent written notice that such Required Lenders (or in the case of anAlternative Currency, the Required Revolving Facility Lenders) object to such amendment.

(c) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, noSuccessor Rate for an Applicable Currency has been determined in accordance with clauses (a) or (b) of this Section 2.14 and thecircumstances under clauses

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(a)(i) or (a)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent willpromptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain EurocurrencyLoans in each such Applicable Currency shall be suspended, (to the extent of the affected Eurocurrency Loans, Interest Periods,interest payment dates or payment periods), and (y) the Eurocurrency component shall no longer be utilized in determining ABR,until the LIBOR Successor Rate has been determined in accordance with clauses (a) or (b). Upon receipt of such notice, (i) theBorrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans in each suchaffected Applicable Currency (to the extent of the affected Eurocurrency Loans, Interest Periods, interest payment dates or paymentperiods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Loans(subject to the foregoing clause (y)) in the amount specified therein and (ii) any outstanding affected Eurocurrency Loansdenominated in an Alternative Currency shall be prepaid at the end of the applicable Interest Period in full.

Section 1.15 Increased Costs. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assetsof, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected inthe Adjusted LIBO Rate) or Issuing Bank; or

(ii) subject any Lender to any Tax with respect to any Loan Document (other than (A) Indemnified Taxes,(B) Taxes described in clauses (ii) through (v) of the definition of Excluded Taxes and (C) Connection Income Taxes; or

(iii) impose on any Lender or Issuing Bank or the London interbank market any other condition affectingthis Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan(or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in,issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or IssuingBank hereunder (whether of principal, interest or otherwise), then the Borrower will pay (or cause the Euro Borrower to pay) to suchLender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, asapplicable, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements or liquidityhas or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of suchLender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations inLetters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below thatwhich such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for suchChange in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or suchIssuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower shall pay (orcause the Euro Borrower to pay) to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as willcompensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reductionsuffered.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensatesuch Lender or Issuing Bank or its holding company, as applicable, as specified in clause (a) or (b) of this Section 2.15 shall bedelivered to the Borrower and shall be conclusive absent manifest error; provided that any such certificate claiming amountsdescribed in clause (x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount hasbeen calculated and certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method ofallocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrowerand which are subject to similar provisions. The Borrower shall pay (or cause the Euro Borrower to pay) such Lender or IssuingBank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increasedcompensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on thepart of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of suchLender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate aLender or an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior tothe date that such Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increasedcosts or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that, if theChange in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall beextended to include the period of retroactive effect thereof.

Section 1.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan otherthan on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of anyEurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow (other than due to thedefault of the relevant Lender or with respect to Borrowings that are expressly stated to be contingent on certain transactions),convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) theassignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request bythe Borrower pursuant to Section 2.19, then, in any such event, upon the request of the affected Lender, the Borrower shallcompensate (or cause the Euro Borrower to compensate) each Lender for the loss, cost and expense attributable to such event. In thecase of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender(it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of the amount of interestthat would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have beenapplicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, inthe case of a failure to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest Period forsuch Loan), over the amount of interest that would accrue on such principal amount for such period at the interest rate which suchLender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparableamount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amountsthat such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absentmanifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receiptthereof.

Section 1.17 Taxes. Any and all payments made by or on behalf of a Loan Party under this Agreement or any other LoanDocument shall be made free and clear of, and without

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

deduction or withholding for or on account of, any Taxes, except as required by any applicable Requirement of Law; provided that ifthe applicable Withholding Agent shall be required by any applicable Requirement of Law to deduct or withhold any Taxes fromsuch payments, then the applicable Withholding Agent shall make such deductions or withholdings as are reasonably determined bythe applicable Withholding Agent to be required by any applicable Requirement of Law, the applicable Withholding Agent shalltimely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordancewith applicable Requirement of Law, and to the extent withholding or deduction is required to be made on account of IndemnifiedTaxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions andwithholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17)the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings beenmade. Whenever any Indemnified Taxes are paid by a Loan Party, as soon as practicable but in no event later than thirty (30) daysthereafter, such Loan Party shall send to the Administrative Agent for its own account or for the account of a Lender, as the casemay be, an original or certified copy of an official receipt (or other evidence acceptable to the Administrative Agent or such Lender,acting reasonably) received by the Loan Party showing payment thereof. Without duplication, after any payment of Taxes by theAdministrative Agent to a Governmental Authority as provided in this Section 2.17, the Administrative Agent shall deliver to theBorrower a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required byapplicable Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to the Borroweror the Administrative Agent, as the case may be.

(b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicableRequirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The Borrower shall indemnify each Recipient within 30 days after written demand therefor, for the fullamount of any Indemnified Taxes or Other Taxes imposed on such Recipient, as the case may be (including Indemnified Taxes orOther Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable out-of-pocketexpenses arising therefrom or with respect thereto (other than interest, penalties or other expenses attributable to the failure or delayby the Recipient to make such written demand to the Borrower within 180 days of becoming aware that such Taxes subject toindemnification under this Section 2.17(c) have been levied, imposed or asserted against it), whether or not such Indemnified Taxesor Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amountof such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent (as applicable) on its own behalfor on behalf of a Lender shall be conclusive absent manifest error.

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has notalready indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to doso), any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of aParticipant Register and any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by theAdministrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respectthereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Acertificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusiveabsent manifest error. Each Lender hereby authorizes the Administrative Agent to set

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by theAdministrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph(d).

(e) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonablyrequested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed byapplicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the casemay be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject towithholding of Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to anyavailable exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such Lender byany Loan Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding Tax purposes in theapplicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such otherdocumentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable theBorrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or informationreporting requirements and to satisfy any such requirements. Notwithstanding anything to the contrary, the completion, executionand submission of such documentation (other than such documentation set forth in Sections 2.17 (f)(i)(A) through (f)(i)(C), Section2.17(f)(ii) and Section 2.17(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution orsubmission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal orcommercial position of such Lender.

(f) Without limiting the generality of Section 2.17(e), each Foreign Lender with respect to any Loan made to theBorrower shall, to the extent it is legally eligible to do so:

(i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such ForeignLender become a Lender under this Agreement, two copies of in the case of a Foreign Lender claiming exemption from U.S.federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRSForm W-8BEN or W-8BEN-E, as applicable, (or any applicable successor form) together with a certificate (substantially inthe form of Exhibit F-1, F-2, F-3 or F-4 hereto, each such certificate, a “Non-Bank Tax Certificate”) certifying that suchForeign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10-percent shareholder” (within themeaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to theBorrower (within the meaning of Section 864(d)(4) of the Code), in each case properly completed and duly executed by suchForeign Lender, IRS Form W-8BEN or W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), ineach case properly completed and duly executed by such Foreign Lender claiming complete exemption from, or reduced rateof, U.S. federal withholding Tax on payments by the Borrower under this Agreement, IRS Form W-8IMY (or any applicablesuccessor form) and all necessary attachments (including the forms described in clauses (A) and (B) above, in each caseproperly completed and duly executed by such Foreign Lender; provided that if the Foreign Lender is a partnership, and oneor more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by suchForeign Lender on behalf of such partners) or any other form prescribed by applicable law as a basis for claiming exemptionfrom or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation asmay be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding ordeduction required to be made; and

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(ii) deliver to the Borrower and the Administrative Agent two further copies of any such form orcertification (or any applicable successor form) on or before the date that any such form or certification expires or becomesobsolete or invalid, after the occurrence of any event requiring a change in the most recent form previously delivered by it tothe Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or theAdministrative Agent.

Any Foreign Lender that becomes legally ineligible to update any form or certification previously deliveredshall promptly notify the Borrower and the Administrative Agent in writing of such Foreign Lender’s inability to do so.

Each person that shall become a Participant pursuant to Section 9.04 or a Lender pursuant to Section 9.04shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to thisSection 2.17(f); provided that a Participant shall furnish all such required forms and statements to the person from which the relatedparticipation shall have been purchased.

In addition, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by theBorrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor AdministrativeAgent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properlycompleted and executed IRS Form W-9 , W-8ECI, W8IMY or any other appropriate IRS Form certifying its exemption from U.S.federal backup withholding or such other properly completed and executed documentation prescribed by applicable law certifying itsentitlement to an available exemption from applicable U.S. federal withholding Taxes in respect of any payments to be made to suchAgent by any Loan Party pursuant to any Loan Document and (y) on or before the date on which any such previously delivereddocumentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recentdocumentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, twofurther copies of such documentation.

(g) Each Lender that is not a Foreign Lender shall deliver to the Borrower (x) prior to the date on which the firstpayment by the Borrower is due hereunder two copies of a properly completed and executed IRS Form W-9 certifying its exemptionfrom U.S. federal backup withholding or such other properly completed and executed documentation prescribed by applicable lawcertifying its entitlement to an available exemption from applicable U.S. federal withholding Taxes in respect of any payments to bemade to such Lender by any Loan Party pursuant to any Loan Document and (y) on or before the date on which any such previouslydelivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the mostrecent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, twofurther copies of such documentation.

(h) If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion exercised in goodfaith, that it has received a refund of an Indemnified Tax for which a payment has been made by a Loan Party pursuant to thisAgreement or any other Loan Document, which refund in the good faith judgment of such Lender or the Administrative Agent, asthe case may be, is attributable to such payment made by such Loan Party, then the Lender or the Administrative Agent, as the casemay be, shall reimburse the Loan Party for such amount (net of all out-of-pocket expenses of such Lender or the AdministrativeAgent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authoritywith respect to such refund) as the Lender or Administrative Agent, as the case may be, determines in its sole discretion exercised ingood faith to be the proportion of the refund as

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any Taxes imposed on therefund) than it would have been in if the Indemnified Tax giving rise to such refund had not been imposed in the first instance;provided that the Loan Party, upon the request of the Lender or the Administrative Agent agrees to repay the amount paid over to theLoan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, other than such penaltiesto the Lender or the Administrative Agent) in the event the Lender or the Administrative Agent is required to repay such refund tosuch Governmental Authority. No Lender nor the Administrative Agent shall be obliged to make available its Tax returns (or anyother information relating to its Taxes that it reasonably deems confidential) to any Loan Party in connection with this clause (h) orany other provision of this Section 2.17.

(i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would besubject to U.S. federal withholding Tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicablereporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lenderor such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time ortimes reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by theBorrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with theirobligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCAor to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(j), “FATCA”shall include any amendments made to FATCA after the date of this Agreement.

(j) The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of theLoans and all other amounts payable under any Loan Document.

For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the Swingline Lender and theterms “applicable law” and “applicable Requirement of Law” include FATCA.

Section 1.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs. Unless otherwise specified, each of theBorrower and Euro Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees orreimbursement of L/C Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 11:00 a.m.,New York City time, on the date when due, in immediately available funds. Each such payment shall be made without condition ordeduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in thediscretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes ofcalculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to theBorrower by the Administrative Agent not later than 2:00 p.m., New York City time on the due dates specified therein, exceptpayments to be made directly to the applicable Issuing Bank or the Swingline Lender as expressly provided herein and except thatpayments pursuant to Sections 2.15, 2.16 or 2.17 and 9.05 shall be made directly to the persons entitled thereto. The AdministrativeAgent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptlyfollowing receipt thereof. Except as otherwise expressly provided herein, if any payment hereunder shall be due on a day that is not aBusiness Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruinginterest,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

interest thereon shall be payable for the period of such extension. All payments made under the Loan Documents shall be made inDollars, Euros or the applicable Alternative Currency. Except as otherwise expressly provided herein, all payments by the Borroweror Euro Borrower hereunder with respect to principal and interest on Loans denominated in Euros shall be made to theAdministrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’sOffice in Euros and in immediately available funds not later than 2:00 P.M., local time in New York City on the due dates specifiedherein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and intereston Loans denominated in any other Alternative Currency shall be made to the Administrative Agent, for the account of therespective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternative Currency and inimmediately available funds not later than the applicable time specified by the Administrative Agent on the dates specified herein.Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreementbe made in the United States. If, for any reason, the Borrower or Euro Borrower, as applicable, is prohibited by any Law frommaking any required payment hereunder in Euros or an Alternative Currency, as applicable, the Borrower or Euro Borrower (asapplicable) shall make such payment in Dollars in the Dollar Equivalent of the Euro or Alternative Currency payment amount.Except as expressly otherwise provided herein, the Administrative Agent shall distribute such payments to the applicable Lenderspromptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans)becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall beextended to the next succeeding Business Day unless the result of such extension would be to extend such payment into anothercalendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of anyextension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the thenapplicable rate during such extension. Any payment required to be made by the Administrative Agent hereunder shall be deemed tohave been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps tomake such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by theAdministrative Agent to make such payment.

(b) Subject to Section 7.02, if at any time insufficient funds are received by and available to the AdministrativeAgent from the Borrower or the Euro Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest andfees then due from the Borrower or the Euro Borrower hereunder, such funds shall be applied first, towards payment of interest andfees then due from the Borrower or the Euro Borrower hereunder, ratably among the parties entitled thereto in accordance with theamounts of interest and fees then due to such parties, second, towards payment of principal of Swingline Loans and unreimbursedL/C Disbursements then due from the Borrower or Euro Borrower hereunder, ratably among the parties entitled thereto inaccordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, and third, towardspayment of principal then due from the Borrower or Euro Borrower hereunder, ratably among the parties entitled thereto inaccordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respectof any principal of, or interest on, any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements orSwingline Loans of a given Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of itsTerm Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accruedinterest thereon than the proportion received by any other Lender entitled to receive the same proportion of such payment, then theLender receiving

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

such greater proportion shall purchase participations in the Term Loans, Revolving Facility Loans and participations in L/CDisbursements and Swingline Loans of such Class of such other Lenders to the extent necessary so that the benefit of all suchpayments shall be shared by all such Lenders entitled thereto ratably in accordance with the principal amount of each such Lender’srespective Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class andaccrued interest thereon; provided that if any such participations are purchased and all or any portion of the payment giving risethereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, withoutinterest, and the provisions of this clause (c) shall not be construed to apply to any payment made by the Borrower or EuroBorrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender asconsideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements andSwingline Loans to any assignee or participant. Each of the Borrower and the Euro Borrower consents to the foregoing and agrees,to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoingarrangements may exercise against the Borrower or the Euro Borrower (as applicable) rights of set-off and counterclaim with respectto such participation as fully as if such Lender were a direct creditor of the Borrower or Euro Borrower (as applicable) in the amountof such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which anypayment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that theBorrower or Euro Borrower (as applicable) will not make such payment, the Administrative Agent may assume that the Borrower orEuro Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distributeto the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrower or Euro Borrower hasnot in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay tothe Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, foreach day from and including the date such amount is distributed to it to but excluding the date of payment to the AdministrativeAgent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance withbanking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.05(d) or(e), 2.06 or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply anyamounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations undersuch Sections until all such unsatisfied obligations are fully paid.

Section 1.19 Mitigation Obligations; Replacement of Lenders. If any Lender requests compensation under Section 2.15, orif the Borrower or Euro Borrower is required to pay any additional amount to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 2.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall,upon request, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assignits rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender,such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate theapplicability of Section 2.20, as applicable, in the future and would not subject such Lender to any material unreimbursed cost orexpense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay (or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

cause the Euro Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designationor assignment.

(b) If any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, the Borrower orEuro Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lenderpursuant to Section 2.17, or any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice tosuch Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender, and repay all LoanObligations of the Borrower and Euro Borrower owing to such Lender relating to the applicable Loans and participations held bysuch Lender as of such termination date under one or more Facilities as the Borrower may elect or require any such Lender to assignand delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights(other than its existing rights to payments owing as of such date pursuant to Sections 2.15, 2.16 and 2.17) and obligations under thisAgreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts suchassignment); provided that in the case of an assignment pursuant to the preceding clause (y), (i) the Borrower shall have received theprior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving FacilityLoan, the Swingline Lender and the Issuing Banks), to the extent consent would be required under Section 9.04(b) for an assignmentof Loans or Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld, delayed or conditioned,(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/CDisbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from theassignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or Euro Borrower (in the case ofall other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15, paymentsrequired to be made pursuant to Section 2.17 or a notice given under Section 2.20, such assignment will result in a reduction in suchcompensation or payments thereafter and (iv) in the case of any such assignment resulting from a notice given under Section 2.20,such assignment will result in the Borrower or Euro Borrower (as applicable) having access to Eurocurrency Loans. Nothing in thisSection 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. Noaction by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately andautomatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, AdministrativeAgent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided that if such removedLender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shallnot be required to effect such assignment.

(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected andwith respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless suchNon-Consenting Lender grants such consent) at their sole expense (including with respect to the processing and recordation feereferred to in Section 9.04(b)(ii)(B)) to (x) terminate the applicable Commitments of such Lender, and repay all Loan Obligations ofthe Borrower and Euro Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as ofsuch termination date under one or more Facilities as the Borrower may elect or replace such Non-Consenting Lender by requiringsuch Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign itsLoans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of theproposed amendment, waiver, discharge or termination)

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender, anAffiliate of a Lender or an Approved Fund) and if in respect of any Revolving Facility Commitment or Revolving Facility Loan, theSwingline Lender and the Issuing Banks; provided that in the case of an assignment pursuant to the preceding clause (y): (a) all LoanObligations of the Borrower or Euro Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to suchNon-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying tosuch Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and thereplacement Lender or, at the option of the Borrower, the Borrower shall pay any amount required by Section 2.12(d)(y), ifapplicable, and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver,discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with suchassignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with anysuch assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwisecomply with Section 9.04; provided that if such Non-Consenting Lender does not comply with Section 9.04 within one BusinessDay after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.

Section 1.20 Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that anyGovernmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office tomake or maintain any Eurocurrency Loans then, on notice thereof by such Lender to the Borrower through the AdministrativeAgent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to EurocurrencyBorrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances givingrise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with acopy to the Administrative Agent), convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last dayof the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, orimmediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, theBorrower shall also pay accrued interest on the amount so converted.

Section 1.21 Incremental Commitments. The Borrower may, by written notice to the Administrative Agent from time totime, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in anamount not to exceed the Incremental Amount available at the time such Incremental Commitments are established (or at the timeany commitment relating thereto is entered into or, at the option of the Borrower, at the time of incurrence of the Incremental Loansthereunder) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include anyexisting Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the casemay be, in their own discretion; provided that each Incremental Revolving Facility Lender providing an Incremental RevolvingFacility Commitment shall be subject, to the extent the same would be required for an assignment under Section 9.04, to theapproval of the Administrative Agent, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonablywithheld, delayed or conditioned). Such notice shall set forth the amount of the Incremental Term Loan Commitments and/orIncremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and aminimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved bythe Administrative Agent), the date on which such Incremental Term Loan Commitments and/or Incremental Revolving FacilityCommitments are requested to become effective, and whether such Incremental Commitments are to be (x)

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

commitments to increase the principal amount of any existing Class of Term Loans by making term loans with terms identical tosuch outstanding Class of Term Loans or any existing Class of Revolving Facility Commitments by providing revolving creditcommitments with terms identical to such outstanding Class of Revolving Facility Commitments or (y) commitments to make a newtranche of term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different fromany outstanding Class of Term Loans or commitments to make a new tranche of revolving credit commitments with pricing,maturity and/or other terms different from any outstanding Class of Revolving Facility Commitments.

(b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall executeand deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the AdministrativeAgent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/orIncremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental AssumptionAgreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments;provided that:

(i) any commitments to increase the principal amount of existing Term Loans and/or make additionalRevolving Facility Loans of any Class shall have the same terms as such Term Loans or the Revolving Facility Loans,respectively, and shall be documented as an increase to such Class of existing Term Loans and/or Revolving FacilityCommitments, as applicable, hereunder (it being understood that, if required to consummate an Incremental RevolvingFacility, the Borrower may increase the pricing, interest rate margins, rate floors and undrawn fees on the applicableRevolving Facility being increased for all lenders under such Revolving Facility without consent, but additional upfront orsimilar fees may be payable to the lenders participating in such Incremental Revolving Facility without any requirement topay such amounts to any existing Revolving Facility Lenders),

(ii) any Incremental Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu in rightof payment and security with the Initial Term B Loans and the Initial Revolving Facility Loans,

(iii) the final maturity date of any such Incremental Term Loans (except for (i) any bridge loan that has noamortization payments and the terms of which provide for an automatic (subject to customary conditions) extension of thematurity date to a date that is not earlier than the Initial Term B Facility Maturity Date then in effect and (ii) IncrementalTerm Loans having an aggregate principal amount outstanding not exceeding the Inside Maturity Basket) shall be no earlierthan the Initial Term B Facility Maturity Date,

(iv) the Weighted Average Life to Maturity of any such Incremental Term Loans (except for (i) any bridgeloan that has no amortization payments and the terms of which provide for an automatic (subject to customary conditions)extension of the maturity date to a date that is not earlier than the Initial Term B Facility Maturity Date then in effect or (ii)Incremental Term Loans having an aggregate principal amount outstanding not exceeding the Inside Maturity Basket) shallbe no shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans,

(v) any Incremental Term Loans may provide for the ability to participate (i) on a pro rata basis or non-prorata basis in any voluntary prepayments of any then-existing Class of Term Loans and (ii) on a pro rata basis or less than prorata

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

basis (but not on a greater than pro rata basis other than in the case of prepayment with Refinancing Term Loans) in anymandatory prepayments of any then-existing Class of Term Loans,

(vi) (A) other than as set forth in clauses (ii), (iii), (iv), (vii) or (viii) of this clause (b), all other terms ofany Incremental Term Loan, if not consistent with the terms of any then-existing Class of Term Loans, will be as agreedbetween the Borrower and the lenders providing such Other Term Loans and (B) the terms of any Incremental RevolvingFacility established as a separate Class will mature no earlier than, and require no scheduled mandatory commitmentreduction prior to, the Initial Revolving Facility Maturity Date and all other material terms (other than pricing, maturity,upfront, arrangement, structuring, underwriting, ticking, consent, amendment and other fees, participation in mandatoryprepayments or commitment reductions and immaterial terms, which shall be determined by the Borrower) shall (x) besubstantially consistent with the Initial Revolving Facility Loans, (y) reflect market terms and conditions (as determined bythe Borrower in good faith) at the time of incurrence of such Incremental Revolving Facility or the obtaining of anycommitment with respect thereto or (z) be reasonably satisfactory to the Administrative Agent (it being understood that if anyfinancial maintenance covenant or other more favorable provision is added for the benefit of any Incremental RevolvingFacility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financialmaintenance covenant or other provision is (1) also added for the benefit of any then-existing Revolving Facility or (2) onlyapplicable after the Initial Revolving Facility Maturity Date),

(vii) the currency, pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to anyIncremental Term Loans shall be determined by the Borrower and the lenders thereunder; provided that with respect to anyIncremental Term Loan incurred prior to the date which is twelve (12) months following the Closing Date that is incurred inreliance on clause (ii) of the definition of “Incremental Amount” (but not on account of any reclassification provided for inthe proviso contained in such definition) and ranks pari passu in right of security with the Initial Term B Loans, theApplicable Margin shall be less than or the same as that applicable to the Initial Term B Loans on the Closing Date, exceptthat the Applicable Margin in respect of any such Incremental Term Loan may exceed the Applicable Margin in respect ofsuch Initial Term B Loans on the Closing Date by no more than 0.50%, or if it does so exceed such Applicable Margin bymore than 0.50%, then the Applicable Margin applicable to such Initial Term B Loans shall be increased by an amount equalto the difference between the Applicable Margin with respect to such Incremental Term Loan and the correspondingApplicable Margin applicable to such Initial Term B Loans, minus 0.50% (this proviso, the “MFN Provision”); provided,further, that the MFN Provision shall not apply to (A) any Incremental Term Facility having an aggregate principal amountnot exceeding the greater of (x) $115,000,000 and (y) 0.50 times EBITDA calculated on a Pro Forma Basis for the mostrecently ended Test Period, (B) any Incremental Term Facility scheduled to mature on or after the date that is one year afterthe Initial Term B Facility Maturity Date, (C) [reserved], (D) customary term “A” loans and (E) customary bridge loans witha maturity date of not longer than one year that are convertible or exchangeable into, or are intended to be refinanced with,any Indebtedness other than term loans that are pari passu with the Initial Term B Loans in right or payment and with respectto security;

(viii) (A) there shall be no obligor in respect of any Incremental Term Loan Commitments or IncrementalRevolving Facility Commitments that is not a Loan Party, (B) the borrower of any Incremental Term Facility shall be theBorrower and (C) the borrower of any Incremental Revolving Facility shall be the Borrower.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall beamended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term LoanCommitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Anyamendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and anysuch collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by theAdministrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving FacilityCommitment shall become effective under this Section 2.21 unless on the date of such effectiveness no Event of Default shall haveoccurred and be continuing or would result therefrom (or, in the case of a Limited Condition Transaction, on the LCT Test Date;provided that, with respect to any Incremental Term Facility, such condition shall only be required to the extent required by theLenders providing such Incremental Term Facility) and (ii) the Administrative Agent shall have received customary legal opinions,board resolutions and other customary closing certificates and documentation as reasonably required by the relevant IncrementalAssumption Agreement consistent with those delivered pursuant to Section 4.02 and such additional customary documents andfilings (to the extent required to be delivered on the Closing Date pursuant to Section 4.02 and Section 5.10) as the AdministrativeAgent may reasonably request, subject to Section 5.10(e), to assure that the Incremental Term Loans and/or Revolving FacilityLoans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent setforth in the applicable Incremental Assumption Agreement, junior to) one or more Classes of then-existing Term Loans andRevolving Facility Loans; provided that, solely to the extent required by the applicable Incremental Assumption Agreement, therepresentations and warranties contained in Article III hereof shall be true and correct in all material respects (except where suchrepresentations and warranties are already qualified by materiality, in which case such representation and warranty shall be true andcorrect in all respects) on and as of the date of the incurrence of any Incremental Term Loan Commitment or Incremental RevolvingFacility Commitment (provided that any representations and warranties which expressly relate to a given date or period shall berequired only to be true and correct in all material respects (except where such representations and warranties are already qualifiedby materiality, in which case such representation and warranty shall be true and correct in all respects) as of such respective date orfor the respective period, as the case may be), subject to customary “SunGard” limitations to the extent the proceeds of anyIncremental Term Loan Commitment or Incremental Revolving Facility Commitment are being used to finance a Permitted BusinessAcquisition or other acquisition or similar Investment permitted by this Agreement that is a Limited Condition Transaction.

(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may bereasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans of a different Class), whenoriginally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) allRevolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Revolving Facility Loans of adifferent Class), when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving FacilityLoans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABRLoans reasonably required by the Administrative Agent to effect the foregoing.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(e) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shallnot be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by theBorrower to all Lenders of any Class of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the caseof an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case ofan offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under suchRevolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted toconsummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/orCommitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuantto the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable inrespect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans).For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to theLenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount oftime and that the interest rate changes and fees payable with respect to such extension are the same and in the case of an offer to theLenders under any Revolving Facility, that all of the Revolving Facility Commitments of such Facility are offered to be extended forthe same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any suchextension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established underthis Agreement by implementing an Incremental Term Loan for such Lender if such Lender is extending an existing Term Loan(such extended Term Loan, an “Extended Term Loan”) or an Incremental Revolving Facility Commitment for such Lender if suchLender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “ExtendedRevolving Facility Commitment” and any Revolving Facility Loans made thereunder, “Extended Revolving Loans”). Each Pro RataExtension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or ExtendedRevolving Facility Commitment shall become effective, which shall be a date not earlier than five Business Days after the date onwhich notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonablediscretion). No consent of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lenderagreeing to such Extension with respect to one or more of its Loans and/or Commitments under any Class (or a portion thereof), (B)with respect to any extension of the Revolving Facility Commitments, the consent of each Issuing Bank to the extent to thecommitment to provide Letters of Credit is to be extended and (C) with respect to any Extension of the Revolving FacilityCommitments, the consent of the Swingline Lender to the extent the swingline facility is to be extended (in each case which consentshall not be unreasonably withheld, delayed or conditioned).

(f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an ExtensionAmendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended TermLoans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify theterms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided that except as to interestrates, fees and any other pricing terms (which interest rates, fees and other pricing terms shall not be subject to the provisions setforth in Section 2.21(b)(vii)), and amortization, final maturity date and participation in prepayments and commitment reductions(which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Pro Rata ExtensionOffer), the Extended Term Loans shall have the same terms as an existing Class of Term Loans (in each case, except for terms (A)applicable only to periods after the Latest Maturity Date in

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

effect at the time such Extended Term Loans are incurred or (B) that are conformed (or added) to this Agreement for the benefit ofthe then-existing Facilities, the final maturity date of any Extended Term Loans shall be no earlier than the Class of Term Loansbeing extended, the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remainingWeighted Average Life to Maturity of the Class of Term Loans to which such offer relates, except as to interest rates, fees, anyother pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall bedetermined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall havethe same terms as an existing Class of Revolving Facility Commitments (in each case, except for terms (A) applicable only toperiods after the Latest Maturity Date in effect at the time such Extended Revolving Facility Commitments are created or (B) thatare conformed (or added) to this Agreement for the benefit of the then-existing Facilities, and, in respect of any other terms thatwould affect the rights or duties of any Issuing Bank or Swingline Lender, reasonably satisfactory to such Issuing Bank or SwinglineLender), any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but notgreater than a pro rata basis) than the Initial Revolving Facility Loans in any mandatory prepayment or commitment reductionhereunder and any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than prorata basis) than the then-existing Term Loans in any mandatory prepayment hereunder. Upon the effectiveness of any ExtensionAmendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms ofthe Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e).Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to beunreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to anyExtended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations inSwingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in themanner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Facility Commitment orupon or prior to the maturity date for any Class of Revolving Facility Commitments.

(g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will beautomatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will beautomatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other LoanDocuments, if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an IncrementalTerm Loan having the terms of such Extended Term Loan and if such Extending Lender is extending a Revolving FacilityCommitment, such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms ofsuch Extended Revolving Facility Commitment.

(h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including,without limitation, this Section 2.21), the aggregate amount of Extended Term Loans and Extended Revolving FacilityCommitments will not be included in the calculation of the Incremental Amount, no Extended Term Loan or Extended RevolvingFacility Commitment is required to be in any minimum amount or any minimum increment, any Extending Lender may extend allor any portion of its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subjectto applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or ExtendedRevolving Facility Commitment), there shall be no condition to any Extension of any Loan or Commitment at any time or fromtime to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or ExtendedRevolving Facility Commitment implemented thereby, all Extended Term Loans, Extended

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Revolving Facility Commitments and all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties underthis Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other SecuredObligations relating to an existing Class of Term Loans of the relevant Loan Parties under this Agreement and the other LoanDocuments, no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit undersuch Extended Revolving Facility Commitments unless it shall have consented thereto and there shall be no obligor in respect ofany such Extended Term Loans or Extended Revolving Facility Commitments that is not a Loan Party.

(i) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata ExtensionOffer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer toestablish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation,timing, rounding and other adjustments.

(j) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shallnot be applicable to clauses (j) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agentestablish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), the net cashproceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each,a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be adate not earlier than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorterperiod agreed to by the Administrative Agent in its reasonable discretion); provided that:

(i) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term FacilityMaturity Date of the refinanced Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loansshall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; provided that(x) no Refinancing Term Loan that is unsecured or subordinated to the applicable Term Facility shall mature prior to the datethat is 91 days following the maturity of the facility being refinanced (y) the requirements of this Section 2.18(j)(i) shall notapply to Refinancing Term Loans having an aggregate principal amount not exceeding the Inside Maturity Basket;

(ii) the aggregate principal amount of any Refinancing Term Loan is not greater than the principal orcommitted amount of the Class of Term Loan being refinanced, plus additional amounts to the extent otherwise permitted tobe incurred under the Loan Documents (provided, for the avoidance of doubt, that any such additional amounts that aresecured are permitted to be so secured under one or more exceptions to the covenant found at Section 6.02 (other thanSection 6.02(b)), plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs andexpenses related thereto;

(iii) the mandatory prepayment terms applicable to such Refinancing Term Loans shall not be materiallymore favorable (as determined by the Borrower in good faith) to the lenders providing such Refinancing Term Loans thanthose applicable to the Term Loans being refinanced (except to extent such terms apply solely to any period after the latestMaturity Date with respect to then-existing Term Loans);

(iv) all other terms applicable to such Refinancing Term Loans (other than provisions relating to originalissue discount, upfront fees, interest rates and any

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject tothe provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment or redemption terms,which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a wholeshall be substantially similar to, or not materially more favorable (as determined by the Borrower in good faith) to the lendersproviding such Refinancing Term Loans than, the terms, taken as a whole, applicable to the Term Loans being refinanced(except to the extent such covenants and other terms (I)(A) apply solely to any period after the Initial Term B FacilityMaturity Date or (B) are conformed (or added) to this Agreement for the benefit of the then-existing Facilities or (II) reflectmarket terms and conditions (as determined by the Borrower in good faith) at the time of incurrence, as determined by theBorrower in good faith;

(v) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu orjunior in right of security to the then-existing Term Loans, such Liens will be subject to a Permitted Pari Passu IntercreditorAgreement or Permitted Junior Intercreditor Agreement, as applicable;

(vi) if secured, such Refinancing Term Loan may be secured solely by assets that are Collateral; and

(vii) (A) there shall be no obligor in respect of such Refinancing Term Loans that is not a Loan Party and(B) there shall be no borrowers in respect of any Refinancing Term Loans that are not the Borrower.

In addition, notwithstanding the foregoing, the Borrower may establish Refinancing Term Loans to refinance and/orreplace all or any portion of a Revolving Facility Commitment (regardless of whether Revolving Facility Loans are outstandingunder such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans), so long as (1) the aggregateamount of such Refinancing Term Loans does not exceed the aggregate amount of Revolving Facility Commitments terminated atthe time of incurrence thereof, (2) if the Revolving Facility Credit Exposure outstanding on the Refinancing Effective Date wouldexceed the aggregate amount of Revolving Facility Commitments outstanding in each case after giving effect to the termination ofsuch Revolving Facility Commitments, the Borrower shall take one or more actions such that such Revolving Facility CreditExposure does not exceed such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective Dateafter giving effect to the termination of such Revolving Facility Commitments (it being understood that (x) such Refinancing TermLoans may be provided by the Lenders holding the Revolving Facility Commitments being terminated and/or by any other personthat would be a permitted Assignee hereunder and (y) the proceeds of such Refinancing Term Loans shall not constitute NetProceeds hereunder), (3) the Weighted Average Life to Maturity of the Refinancing Term Loans (disregarding any customaryamortization for this purpose) shall be no shorter than the remaining life to termination of the terminated Revolving FacilityCommitments, (4) the final maturity date of the Refinancing Term Loans shall be no earlier than the termination date of theterminated Revolving Facility Commitments and (5) all other terms applicable to such Refinancing Term Loans (other thanprovisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount,upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optionalprepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lendersproviding such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially more favorable (asdetermined by the Borrower in good faith) to the lenders providing such Refinancing Term Loans than, the terms, taken as a whole,applicable to the Term Loans being refinanced (except

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

to the extent such covenants and other terms (I)(A) apply solely to any period after the Initial Term B Facility Maturity Date or (B)are conformed (or added) to this Agreement for the benefit of the then-existing Facilities or (II) reflect market terms and conditions(as determined by the Borrower in good faith) at the time of incurrence, as determined by the Borrower in good faith.

(k) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant toSection 9.04 to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provideall or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. AnyRefinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for allpurposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicableIncremental Assumption Agreement governing such Refinancing Term Loans, be designated as an increase in any previouslyestablished Class of Term Loans made to the Borrower.

(l) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shallnot be applicable to clauses (l) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agentestablish one or more additional Facilities providing for revolving commitments (“Replacement Revolving Facilities” and thecommitments thereunder, “Replacement Revolving Facility Commitments” and the revolving loans thereunder, “ReplacementRevolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Eachsuch notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes thatthe Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five Business Daysafter the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the AdministrativeAgent in its reasonable discretion); provided that:

(i) after giving effect to the establishment of any Replacement Revolving Facility Commitments and anyconcurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount ofRevolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstandingimmediately prior to the applicable Replacement Revolving Facility Effective Date;

(ii) no Replacement Revolving Facility Commitments shall have a final maturity date (or requirecommitment reductions or amortizations) prior to the Revolving Facility Maturity Date in effect at the time of incurrence forthe Revolving Facility Commitments being replaced other than as a result of a mandatory prepayment;

(iii) the mandatory prepayment terms applicable to such Replacement Revolving Loans shall not bematerially more favorable (as determined by the Borrower in good faith) to the lenders providing such ReplacementRevolving Loans than those applicable to the Revolving Facility Loans (except to extent such terms apply solely to anyperiod after the Revolving Facility Maturity Date);

(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x)fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms whichshall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and(y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, whichshall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, undersuch Replacement Revolving Facility Commitments) taken as a whole shall be substantially similar to, or not materially lessfavorable (as determined by the Borrower in good faith) to the Borrower and the Subsidiaries than, the terms, taken as awhole, applicable to the Initial Revolving Facility Loans (except to the extent such covenants and other terms (I)(A) applysolely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or (B) are conformed(or added) to this Agreement for the benefit of the then-existing Facilities, or (II) reflect market terms and conditions (asdetermined by the Borrower in good faith) at the time of incurrence, as determined by the Borrower in good faith;

(v) if secured, such Replacement Revolving Facility may be secured solely by assets that are Collateral;

(vi) the aggregate principal amount of any Replacement Revolving Facility is not greater than the principalor committed amount of the Class of Term Loan being refinanced, plus additional amounts to the extent otherwise permittedto be incurred under the Loan Documents, plus any fees, premiums, original issue discount and accrued interest associatedtherewith, and costs and expenses related thereto; and

(vii) (A) there shall be no obligor in respect of such Replacement Revolving Facility that is not a CompanyParty and (B) there shall be no borrowers in respect of such Replacement Revolving Facility that are not the Borrower or theEuro Borrower.

In addition, the Borrower may establish Replacement Revolving Facility Commitments to refinance and/or replace allor any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of ReplacementRevolving Loans or otherwise), so long as (i) the aggregate amount of such Replacement Revolving Facility Commitments does notexceed the aggregate amount of Term Loans repaid at the time of establishment thereof (it being understood that such ReplacementRevolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other personthat would be a permitted Assignee hereunder), so long as the remaining life to termination of such Replacement Revolving FacilityCommitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, thefinal termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Dateof the refinanced Term Loans, with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in rightof security to the Initial Revolving Facility Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and therequirement of clause (iv) in the preceding sentence shall be satisfied mutatis mutandis.

Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacementswingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank orSwingline Lender shall not be required to issue any letters of credit or swingline loans under such Replacement Revolving Facilityand, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, asthe case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms andconditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borroweragrees to reimburse (or cause the Euro Borrower to reimburse) each Issuing Bank or Swingline Lender, as the case may be, in fullupon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(m) The Borrower may approach any Lender or any other person that would be a permitted Assignee of aRevolving Facility Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving FacilityCommitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving FacilityCommitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Facility Commitment. AnyReplacement Revolving Facility Commitment made on any Replacement Revolving Facility Effective Date shall be designated anadditional Class of Revolving Facility Commitments for all purposes of this Agreement; provided that any Replacement RevolvingFacility Commitments may, to the extent provided in the applicable Incremental Assumption Agreement, be designated as anincrease in any previously established Class of Revolving Facility Commitments.

(n) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms andconditions, each of the Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of theother Lenders with Replacement Revolving Facility Commitments of such Class, at the principal amount thereof and in theapplicable currencies, such interests in the Replacement Revolving Loans and participations in Letters of Credit and SwinglineLoans under such Replacement Revolving Facility Commitments of such Class then outstanding on such Replacement RevolvingFacility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the ReplacementRevolving Loans and participations of such Replacement Revolving Facility Commitments of such Class will be held by the Lendersthereunder ratably in accordance with their Replacement Revolving Facility Commitments.

(o) For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing TermLoan, such Lender will be deemed to have an Incremental Term Loan having the terms of such Refinancing Term Loan and if aLender is providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have an Incremental RevolvingFacility Commitment having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to thecontrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregateamount of Refinancing Term Loans and Replacement Revolving Facility Commitments will not be included in the calculation of theIncremental Amount, (ii) no Refinancing Term Loan or Replacement Revolving Facility Commitment is required to be in anyminimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan orReplacement Revolving Facility Commitment at any time or from time to time other than those set forth in clauses (j) or (l) above, asapplicable, and (iv) all Refinancing Term Loans, Replacement Revolving Facility Commitments and all obligations in respectthereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a paripassu basis with all other Secured Obligations under this Agreement and the other Loan Documents.

(p) Notwithstanding anything in the foregoing to the contrary, for the purpose of determining the number ofoutstanding Eurocurrency Borrowings upon the incurrence of any Incremental Loans, (x) to the extent the last date of InterestPeriods for multiple Eurocurrency Borrowings under the Term Facilities fall on the same day, such Eurocurrency Borrowings shallbe considered a single Eurocurrency Borrowing, and (y) to the extent the last date of Interest Periods for multiple EurocurrencyBorrowings under the Revolving Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a singleEurocurrency Borrowing, and (ii) the initial Interest Period with respect to any Eurocurrency Borrowing of Incremental Loans may,at the Borrower’s option, be of a duration of a number of Business Days that is less than one month, and the Adjusted LIBO Ratewith respect to such initial Interest Period shall be the same as the Adjusted LIBO Rate applicable to any then-outstandingEurocurrency Borrowing, as

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period withrespect to such outstanding Eurocurrency Borrowing.

Section 1.22 Defaulting Lender. Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained inthis Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender,to the extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment,waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” or“Required Revolving Facility Lenders.”

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by theAdministrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following anEvent of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment ofany amounts owing by such Defaulting Lender to the Administrative Agent hereunder, second, to the payment on a pro ratabasis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder, third, toCash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section2.05(j), fourth, as the Borrower may request (so long as no Default or Event of Default has occurred and is continuing orwould result therefrom), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portionthereof as required by this Agreement, as determined by the Administrative Agent, fifth, if so determined by theAdministrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy suchDefaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) CashCollateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to futureLetters of Credit issued under this Agreement, in accordance with Section 2.05(j), sixth, to the payment of any amountsowing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competentjurisdiction obtained by any Lender, Issuing Bank or Swingline Lender against such Defaulting Lender as a result of suchDefaulting Lender’s breach of its obligations under this Agreement, seventh, so long as no Default or Event of Default hasoccurred and is continuing or would result therefrom, to the payment of any amounts owing to the Borrower as a result ofany judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result ofsuch Defaulting Lender’s breach of its obligations under this Agreement, and eighth, to such Defaulting Lender or asotherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to aDefaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuantto this Section 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consentshereto.

(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee for any periodduring which that Lender is a Defaulting Lender.

(B) Each Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during whichthat Lender is a Defaulting Lender only to the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

extent allocable to its pro rata share of the amount available under of Letters of Credit for which it has provided Cash Collateral.

(C) With respect to any Commitment Fee or L/C Participation Fee not required to be paid to anyDefaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of anysuch fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit orSwingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each IssuingBank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extentallocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to paythe remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such DefaultingLender’s participation in Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders inaccordance with their respective pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment)but only to the extent that (x) the conditions set forth in Section 4.01 are satisfied at the time of such reallocation and (y) suchreallocation does not cause the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed suchNon-Defaulting Lender’s Revolving Facility Commitment. Subject to Section 9.24, no reallocation hereunder shall constitutea waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having becomea Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increasedexposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) abovecannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to ithereunder or under law, within three (3) Business Days following the written request of (i) the Administrative Agent or (ii)the Swingline Lender or any Issuing Bank, as applicable (with a copy to the Administrative Agent), (x) first, prepaySwingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize theIssuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.05(j).

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Swingline Lender and eachIssuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the partieshereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may includearrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion ofoutstanding Revolving Facility Loans of the other Lenders or take such other actions as the Administrative Agent may determine tobe necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rataby the Lenders in accordance with their Revolving Facility Commitments (without giving effect to Section 2.22(a)(iv)), whereuponsuch Lender will cease to be a Defaulting Lender; provided that, no adjustments will be made retroactively with respect to feesaccrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that exceptto the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender willconstitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, the Swingline Lendershall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect tosuch Swingline Loan and the Issuing Banks shall not be required to issue, extend or increase any Letter of Credit unless it issatisfied that it will have no Fronting Exposure after giving effect thereto.

Article III

RepresentationsandWarranties

On the date of each Credit Event, each of the Borrower and the Euro Borrower represents and warrants to each of theLenders that:

Section 1.01 Organization; Powers. The Borrower, the Euro Borrower and each Guarantor (a) is a partnership, limitedliability company, corporation, company or other entity duly organized or incorporated, validly existing and in good standing underthe laws of the jurisdiction of its organization or incorporation, (b) has all requisite entity level power and authority to own itsmaterial property and assets and to carry on its business in all material respects as now conducted, (c) is qualified to do business ineach jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected tohave a Material Adverse Effect, and (d) has the entity level power and authority to execute, deliver and perform its obligations undereach of the Loan Documents to which it is or will be a party and, in the case of the Borrower and the Euro Borrower, to borrow andotherwise obtain credit hereunder.

Section 1.02 Authorization. The execution, delivery and performance by the Borrower, the Euro Borrower and eachSubsidiary Loan Party and, in the case of Sections 3.02(a) and 3.02(b)(i), Holdings, of each of the Loan Documents to which it is aparty, the borrowings hereunder and the granting of guarantees and security interests in respect thereof have been duly authorized byall corporate, partnership, limited liability company action or similar action required to be obtained by Holdings, the Borrower, theEuro Borrower and such Subsidiary Loan Party and will not violate (A) any material provision of law, statute, rule or regulationapplicable to Holdings, the Borrower, the Euro Borrower or such Subsidiary Loan Party, (B) the certificate or articles ofincorporation or formation or other constitutive documents (including any partnership, limited liability company or operatingagreements or by-laws) of Holdings, the Borrower, the Euro Borrower or any such Subsidiary Loan Party, (C) any applicable orderof any court or any rule, regulation or order of any Governmental Authority applicable to the Borrower, the Euro Borrower or anysuch Subsidiary Loan Party or (D) any provision of any indenture, material agreement or other material instrument to whichHoldings, the Borrower, the Euro or such Subsidiary Loan Party is a party or by which any of them or any of their property is or maybe bound, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right ofor result in any cancellation or acceleration of any right or obligation (including any payment) under such indenture, materialagreement or other material instrument, where any such conflict, violation or breach or default referred to in clause (i) or (ii) of thisSection 3.02(b) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or result in thecreation or imposition of any Lien upon or with respect to (x) any property or assets now owned or hereafter acquired by theBorrower, the Euro Borrower or any such Subsidiary Loan Party, other than the Liens created by the Loan Documents and PermittedLiens, or (y) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by theLoan Documents or Liens permitted by Article VIA.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.03 Enforceability. This Agreement has been duly executed and delivered by the Borrower and the Euro Borrowerand constitutes, and each other Loan Document when executed and delivered by the Borrower, the Euro Borrower and eachSubsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Company Party enforceableagainst such Company Party, as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency,moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, general principles ofequity (regardless of whether such enforceability is considered in a proceeding in equity or at law), implied covenants of good faithand fair dealing and the Legal Reservations.

Section 1.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action byany Governmental Authority is or will be required for the execution, delivery or performance of each Loan Document to which theBorrower, the Euro Borrower or any Subsidiary Loan Party is a party, except for (a) the filing of Uniform Commercial Codefinancing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office, (c)[reserved], (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and approvals thefailure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) filings or otheractions listed on Schedule 3.04 and any other filings, stampings, registrations, notarizations or notifications required by the SecurityDocuments, required to perfect security created by the Security Documents or required to achieve the relevant priority for all Lienscreated by such Security Documents.

Section 1.05 Financial Statements. Except as set forth on Schedule 3.05:

(a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries and relatedconsolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Borrower and itsconsolidated Subsidiaries for the 2018 and 2019 Fiscal Years have been prepared in accordance with GAAP consistently appliedthroughout the periods covered thereby and fairly present in all material respects the financial condition of the Borrower and itsconsolidated Subsidiaries as of the dates thereof and their results of operations for the applicable period covered thereby.

(b) The unaudited consolidated balance sheet and the related statements of income or operations, changes inshareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries for the first two fiscal quarters of 2020 havebeen prepared in accordance with GAAP consistently applied throughout the period covered thereby (subject to changes resultingfrom normal year-end adjustments and the absence of footnotes) and fairly present in all material respects the financial condition ofthe Borrower and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby.

Section 1.06 No Material Adverse Effect. Since September 30, 2019, there has been no event or circumstance that,individually or in the aggregate with other events or circumstances, has had or would reasonably be expected to have a MaterialAdverse Effect.

Section 1.07 Title to Properties. Each of the Borrower, the Euro Borrower and the Subsidiary Loan Parties has valid title infee simple, or valid leasehold interests in, or easements or other limited property interests in, all its respective Real Properties andhas valid title to, or valid leasehold interests in, its respective personal property and assets, in each case, free and clear of Liensexcept for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business ascurrently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 1.08 Subsidiaries. Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation,formation or organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of EquityInterests owned by the Borrower or any such Subsidiary. Neither Holdings, the Borrower nor any of their respective Subsidiaries isan EEA Financial Institution.

(b) As of the Closing Date, after giving effect to the Transactions, there are no outstanding subscriptions, options,warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors (or entitiescontrolled by directors) and shares held by directors (or entities controlled by directors)) relating to any Equity Interests of theBorrower or any Subsidiary Loan Party.

Section 1.09 Litigation; Compliance with Laws. Except as set forth on Schedule 3.09:

(a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any GovernmentalAuthority or in arbitration now pending against the Borrower, the Euro Borrower or any of the Subsidiary Loan Parties or any of itsor their respective business, property or rights (including those that involve any Loan Document) that would reasonably be expectedto have, individually or in the aggregate, a Material Adverse Effect.

(b) None of the Borrower, the Euro Borrower, the Subsidiary Loan Parties and their respective properties or assetsis in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, ruleor regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any EnvironmentalLaws, which are the subject of Section 3.16), or is in default with respect to any judgment, writ, injunction or decree of anyGovernmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect.

Section 1.10 Federal Reserve Regulations. Neither the making of any Loan (or the extension of any Letter of Credit)hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of theBoard.

Section 1.11 Investment Company Act. None of Holdings, the Borrower, the Euro Borrower or the Subsidiary Loan Partiesis required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 1.12 Use of Proceeds. The Borrower will use the proceeds of the Initial Term B Loans (i) to effect theRefinancing, (ii) to effect all or a portion of the Specified Dividend (to the extent not used to make Permitted Business Acquisitionsor other permitted Investments), (iii) to finance all or a portion of the other Transactions (including the payment of TransactionExpenses) and (iv) for working capital and other general corporate purposes.

(b) Each of the Borrower and the Euro Borrower will use the proceeds of the Initial Revolving Facility Loans andextensions of credit under the Initial Revolving Facility (including on the Closing Date) for working capital, capital expenditures andother general corporate purposes (including to pay Transaction Expenses and for Permitted Business Acquisitions, permittedRestricted Payments and permitted Restricted Debt Payments) of the Borrower and its Subsidiaries.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.13 Taxes. Except as set forth on Schedule 3.13:

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material AdverseEffect, each of the Borrower, the Euro Borrower and the Subsidiary Loan Parties has filed or caused to be filed all federal, state,local and foreign income and other Tax returns required to have been filed by it (taking into account extensions) and each such Taxreturn is true and correct;

(b) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material AdverseEffect, each of the Borrower, the Euro Borrower and the Subsidiary Loan Parties has timely paid or caused to be timely paid allTaxes shown to be due and payable by it on the returns referred to in clause (a) and all other Taxes or assessments (or made adequateprovision (in accordance with GAAP) for the payment of all Taxes due), except Taxes or assessments that are being contested ingood faith by appropriate proceedings in accordance with Section 5.03 and for which the Borrower, the Euro Borrower or any of theSubsidiary Loan Parties (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; and

(c) Other than as would not be, individually or in the aggregate, reasonably expected to have a Material AdverseEffect, as of the Closing Date, with respect to the Borrower and the Subsidiaries, there are no claims being asserted in writing withrespect to any Taxes.

Section 1.14 No Material Misstatements. All written information (other than the Projections, other forward lookinginformation and information of a general economic nature or general industry nature) (such non-excluded items, the “Information”)concerning the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or onbehalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection withthe Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respectsas of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, as of any suchdate, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statementscontained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made(giving effect to all supplements and updates provided thereto).

(b) The Projections and other forward looking information and information of a general economic nature preparedby or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the AdministrativeAgent in connection with the Transactions or the other transactions contemplated hereby have been prepared in good faith basedupon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections arepredictions as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties andcontingencies, many of which are beyond the control of the Borrower and its Subsidiaries, and that actual results during the period orperiods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given thatthe projected results will be realized), as of the date such Projections and information were furnished to the Lenders or theAdministrative Agent (as applicable).

Section 1.15 Employee Benefit Plans.

(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material AdverseEffect, each Employee Benefit Plan is in compliance in all

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

respects with its terms and with the applicable provisions of ERISA, the Code, and other federal and state laws.

(b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material AdverseEffect, each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code is, and at all times has been, soqualified, and each trust created thereunder is, and at all times has been exempt from Tax under the provisions of Section 501(a) ofthe Code.

(c) Except as would not reasonably be expected, individually or in the aggregate, to have a Material AdverseEffect, no ERISA Event has occurred and is continuing or is reasonably expected to occur.

Section 1.16 Environmental Matters. Except (a) as set forth on Schedule 3.16 or (b) in respect of any other acts, omissions,events or circumstances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of the Subsidiaries,and, to the Borrower’s knowledge, there are no judicial, administrative or other actions, suits or proceedings pending or threatened,which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of theSubsidiaries, each of the Borrower and the Subsidiaries has all permits, licenses and any other approvals of any GovernmentalAuthority necessary for its respective business, properties and operations to comply with all Environmental Laws (“EnvironmentalPermits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, no HazardousMaterial is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased bythe Borrower or any of the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of theBorrower or any of the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has beengenerated, used, treated, stored, handled, disposed of, controlled, or transported or Released at any location in a manner that wouldreasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under anyEnvironmental Laws or Environmental Permits, there are no agreements in which the Borrower or any of the Subsidiaries hasassumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under orrelating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to theClosing Date, and there has been no material written environmental assessment or audit conducted (other than customaryassessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of theBorrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned, operated or leasedby the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Section 1.17 Security Documents.

(a) The Security Agreement will be effective to create (to the extent described therein and subject to the LegalReservations and exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in theSecurity Agreement) in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid andenforceable security interest which such Security Document purports to create in the Collateral described therein and proceedsthereof. As of the Closing Date, in the case of the Pledged Collateral described in the Security Agreement, when certificates orpromissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the terms set forth in theSecurity Agreement are delivered to the Collateral Agent, and in the case of the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

other Collateral described in the Security Agreement (other than the Intellectual Property), when financing statements and otherfilings are filed or registered, as applicable, in the applicable offices or system of registration, the Collateral Agent (for the benefit ofthe Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties insuch Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in eachcase, subject to the Legal Reservations, any exceptions set forth in the Collateral and Guarantee Requirement and any perfectionrequirements set out in the Security Agreement) and, subject to Section 9-315 of the New York Uniform Commercial Code, theproceeds thereof, as security for the Secured Obligations to the extent perfection can be obtained by filing Uniform CommercialCode financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

(b) When the Security Agreement or an ancillary document thereunder is properly filed and recorded in theUnited States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which asecurity interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a)above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising fromdefects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, andsecurity interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Propertyincluded in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extentsuch United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed insuch ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it beingunderstood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office maybe necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registeredcopyrights acquired by the Loan Parties after the Closing Date).

(c) [reserved].

(d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary,no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, thepriority or the enforceability of any pledge of or security interest in any Equity Interests of any Subsidiary, or as to the rights andremedies of the Agents or any Lender with respect thereto, under foreign law.

Section 1.18 Solvency. (a) As of the Closing Date, immediately after giving effect to the consummation of the Transactionson the Closing Date, the Borrower and its subsidiaries (on a consolidated basis) have property with fair value greater than the totalamount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall becomputed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that canreasonably be expected to become an actual or matured liability), subordinated or otherwise, have assets with present fair salablevalue not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, will beable to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and are notengaged in business or a transaction, and are not about to engage in business or a transaction, for which their property wouldconstitute an un-reasonably small capital.

Section 1.19 Intellectual Property; Licenses, Etc. Except as set forth in Schedule 3.19 or in respect of any other acts,omissions, events or circumstances that would not reasonably be expected to have a Material Adverse Effect, the Borrower and theSubsidiary Loan Parties own,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

or possess the right to use, all Intellectual Property necessary for the Borrower and the Subsidiary Loan Parties to conduct theirrespective businesses free and clear of all Liens other than Permitted Liens, to the knowledge of the Loan Parties, none of theBorrower or the Subsidiary Loan Parties are infringing upon, misappropriating or otherwise violating any Intellectual Property ofany person and (c) (I) no claim or litigation regarding any of the Intellectual Property owned by the Borrower and the SubsidiaryLoan Parties is pending and (II) to the knowledge of the Loan Parties, no claim or litigation regarding any other Intellectual Propertyused by the Borrower or any Subsidiary Loan Party to conduct its business is pending.

Section 1.20 Labor Matters. As of the Closing Date, except as disclosed on Schedule 3.20, and except as would notreasonably be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Borrower orany Subsidiary Loan Party pending or, to the knowledge of the Borrower, threatened in writing, and (b) the hours worked by andpayments made to employees of the Borrower and the Subsidiary Loan Parties have not been in violation of the Fair Labor StandardsAct or any other applicable law dealing with such matters.

Section 1.21 USA PATRIOT Act; OFAC.

(A) Each of the Borrower and each of its Subsidiaries is in compliance in all material respects with thematerial provisions of the USA PATRIOT Act (to the extent applicable) and all material applicable laws and regulations related toanti-money laundering and anti-terrorism, and, at least three Business Days prior to the Closing Date, the Borrower has provided tothe Administrative Agent all information related to the Loan Parties (including names, addresses and tax identification numbers (ifapplicable)) reasonably requested in writing by the Administrative Agent not less than ten (10) Business Days prior to the ClosingDate and mutually agreed to be required under “know your customer” and anti-money laundering rules and regulations, includingthe USA PATRIOT Act, to be obtained by the Administrative Agent or any Lender.

(b) None of Holdings, the Borrower or any of their respective Subsidiaries is currently the target of any sanctionsadministered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. State Department, theEuropean Union or relevant member states of the European Union, the United Nations Security Council or Her Majesty’s Treasury(“Sanctions”) or located, organized or resident in a country or territory that is, or whose government is, the target of Sanctionsbroadly prohibiting dealings with such country or territory (“Sanctioned Country”). The Borrower will not directly or indirectly usethe proceeds of the Loans or use the Letters of Credit or otherwise make available such proceeds or Letters of Credit to any person,for the purpose of financing the activities of any person that is, at the time of such financing, the target of any Sanctions or for thepurpose of funding, financing or facilitating any activities, business or transaction with or in any Sanctioned Country or in anymanner that would result in the violation of any Sanctions Laws and regulations administered by the United States, including OFACand the U.S. State Department, the United Nations Security Council, Her Majesty’s Treasury, the European Union or relevantmember states of the European Union (collectively, the “Sanctions Laws”) applicable to any party hereto. Holdings, the Borrowerand each of their respective Subsidiaries are in compliance with all applicable Sanctions Laws in all material respects.

Section 1.22 Foreign Corrupt Practices Act. Holdings, the Borrower and each of their respective Subsidiaries are incompliance with the U.S. Foreign Corrupt Practices Act of 1977 and similar laws of all jurisdictions in which Holdings, theBorrower or any of their respective Subsidiaries conduct their business and to which they are lawfully subject (“Anti-CorruptionLaws”), in each case, in all material respects. No part of the proceeds of the Loans made

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

hereunder and no Letters of Credit will be used in violation of any Anti-Corruption Law, including to make any unlawful bribe,influence payment, kickback or other unlawful payment.

Section 1.23 Small-Medium Sized Enterprises. The Euro Borrower is not a small or medium-sized enterprise within themeaning of the Belgian Act of 21 December 2013 concerning various provisions regarding the financing of small and medium-sizedenterprises (the “Belgian SME Act”), and it is not subject to the provisions of the Belgian SME Act.

Section 1.24 Beneficial Ownership. As of the Closing Date, the information included in the Beneficial OwnershipCertification, if applicable, is true and correct in all respects.

Article IV

ConditionsofLending

The obligations of (a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to issueLetters of Credit (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the followingconditions:

Section 1.01 All Credit Events. On the date of each Borrowing and on the date of each issuance of a Letter of Credit (ineach case, other than a Borrowing of Incremental Loans):

(a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as requiredby Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, inthe case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a noticerequesting the issuance of such Letter of Credit as required by Section 2.05(b).

(b) The representations and warranties set forth in the Loan Documents shall be true and correct in all materialrespects (except where such representations and warranties are already qualified by materiality, in which case such representationsand warranties shall be true and correct in all respects) as of such date, in each case, with the same effect as though made on and asof such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case suchrepresentations and warranties shall be true and correct in all material respects (except where such representations and warranties arealready qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) as of suchearlier date).

(c) At the time of and immediately after such Borrowing or issuance of a Letter of Credit, as applicable, no Eventof Default or Default shall have occurred and be continuing.

(d) Each Credit Event that occurs after the Closing Date shall be deemed to constitute a representation andwarranty by the Borrower on the date of such Borrowing or issuance, as applicable, as to the matters specified in paragraph (b) ofthis Section 4.01.

(e) Solely in the case of the first Credit Event representing a Borrowing of Euro Swingline Loans, the EuroSwingline Lender shall have confirmed to the Euro Borrower in writing that it is permitted to fund such Euro Swingline Loans underrequirements of applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules andregulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.02 First Credit Event. On or prior to the Closing Date:

(a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Euro Borrower and eachother Loan Party a counterpart of this Agreement and each other Loan Document to which such Company Party is a party signed onbehalf of such party or written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of asigned signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party hassigned a counterpart of this Agreement and each other Loan Document to which it is a party.

(b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, awritten opinion of Davis Polk & Wardwell LLP, as New York counsel for the Loan Parties, Morris Nichols Arsht & Tunnell LLP, asDelaware counsel for the Loan Parties, and Stibbe cvba/scrl, as Belgium counsel for the Euro Borrower, each (A) dated the ClosingDate, (B) addressed to each Issuing Bank, the Administrative Agent, the Lenders on the Closing Date and certain permittedsuccessors and assigns of the foregoing and subject to customary exceptions and (C) in form and substance reasonably satisfactory tothe Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonablyrequest.

(c) The Administrative Agent shall have received customary certificates of the Secretary or Assistant Secretaryor similar officer of each Company Party dated the Closing Date and certifying true and complete copies of the organizationaldocuments of such Company Party attached thereto (and, in relation to the Euro Borrower, confirming that borrowing the totalCommitments would not cause any borrowing or similar limit binding on it to be exceeded) and customary resolutions or otherevidence of authorization, certificates of good standing from the secretary of state of the state of organization of each CompanyParty (other than the Euro Borrower) and a solvency certificate substantially in the form of Exhibit G attached hereto, from the chieffinancial officer (or other officer with reasonably equivalent duties) of the Borrower, certifying that the Borrower and itssubsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, aresolvent;

(d) [Reserved].

(e) [Reserved].

(f) The Administrative Agent shall have received the financial statements referred to in Section 3.05.

(g) On or substantially concurrently with the Closing Date, after giving effect to the Transactions and the othertransactions contemplated hereby, the Refinancing shall have occurred.

(h) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Datepursuant to the Fee Letters and reimbursement or payment of all reasonable and documented out-of-pocket expenses (includingreasonable and documented out-of-pocket fees, charges and disbursements of Fried, Frank, Harris, Shriver & Jacobson LLP)required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (whichamounts may be offset against the proceeds of the Loans), in each case, to the extent invoiced at least three Business Days prior tothe Closing Date.

(i) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clausesof the definition of “Collateral and Guarantee

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and GuaranteeRequirement shall be satisfied (or waived) as of the Closing Date.

(j) Since September 30, 2019, there has been no event or circumstance that, individually or in the aggregate withother events and circumstances, has had or would reasonably be expected to have a Material Adverse Effect; provided that, forpurposes of this Section 4.02(j), for the period from the Closing Date through December 31, 2020, the impacts of the novelcoronavirus COVID-19 pandemic on the financial condition or results of operations of the Borrower and its Subsidiaries, taken as awhole, that occurred prior to the Closing Date and were disclosed to the Administrative Agent and the Lenders in writing prior to theClosing Date will be disregarded.

(k) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, alldocumentation and other information (including Beneficial Ownership Certifications) about any Company Party required by U.S.regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including thePATRIOT Act and the Beneficial Ownership Regulation, as is reasonably requested in writing by such Administrative Agent at leastten business days prior to the Closing Date.

For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall bedeemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to beconsented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsiblefor the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Datespecifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the AdministrativeAgent such Lender’s ratable portion of the initial Borrowing.

Article V

AffirmativeCovenants

The Borrower and (solely with respect to Sections 5.01, 5.03, 5.04, 5.05, 5.06, 5.07 and 5.10(a), (d), (e) and ( h)following the Holdings Formation Date (if any)) Holdings covenants and agrees with each Lender that, until the Termination Date,unless the Required Lenders shall otherwise consent in writing, the Borrower and (solely with respect to Sections 5.01, 5.03, 5.04,5.05, 5.06, 5.07 and 5.10(a), (d) and (e)) Holdings will, and will cause Borrower and each of the Subsidiaries to:

Section 1.01 Existence; Business and Properties. Do or cause to be done all things necessary to preserve, renew and keepin full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower other than the Euro Borrower, wherethe failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted underSection 6.05 and Article VIA, and except for the liquidation or dissolution of Subsidiaries (other than the Borrower and the EuroBorrower) if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or aSubsidiary of the Borrower in such liquidation or dissolution; provided that Subsidiary Loan Parties may not be liquidated intoSubsidiaries that are not Loan Parties (except in each case as permitted under Section 6.05).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do orcause to be done all things necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits,franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of itsbusiness and to the extent required to ensure that the business carried on in connection therewith, if any, may be lawfully conductedat all times (in each case, except as permitted by this Agreement). Except where the failure to do so would not reasonably beexpected to have a Material Adverse Effect, at all times maintain, protect and preserve all property necessary to the normal conductof its business and keep such property in good repair, working order and condition (ordinary wear and tear and casualty andcondemnation excepted), and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions,improvements and replacements thereto necessary.

Section 1.02 Insurance. Maintain, with financially sound and reputable insurance companies, insurance (subject tocustomary deductibles and retentions) (but not, for the avoidance of doubt, flood insurance except to the extent required byapplicable law or regulation) in such amounts and against such risks as management believes are reasonable in light of the risksfaced by its business, in each case as determined by the Borrower in good faith, and use commercially reasonable efforts to cause theCollateral Agent to be listed as an additional insured on liability policies. Notwithstanding the foregoing, the Borrower and theSubsidiaries may self-insure with respect to such risks with respect to which companies of established reputation engaged in thesame general line of business in the same general area usually self-insure.

(b) [reserved].

(c) [reserved].

(d) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:

(i) the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Banks and their respectiveagents or employees shall not be liable for any loss or damage insured by the insurance policies required to be maintainedunder this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or anyother parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shallhave no rights of subrogation against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank or theiragents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not providewaiver of subrogation rights against such parties, as required above, then the Borrower, on behalf of itself and behalf of eachof the Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of itsSubsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders, anyIssuing Bank and their agents and employees;

(ii) the designation of any form, type or amount of insurance coverage by the Collateral Agent (includingacting in the capacity as the Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warrantyor advice by the Collateral Agent or the Lenders that such insurance is adequate for the purposes of the business of theBorrower and the Subsidiaries or the protection of their properties; and

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(iii) the amount and type of insurance that the Borrower and its Subsidiaries have in effect as of the ClosingDate satisfies for all purposes the requirements of this Section 5.02.

Section 1.03 Taxes. Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before thesame shall become delinquent or in default, except where the amount or validity thereof is being contested in good faith byappropriate proceedings and Holdings, the Borrower or a Subsidiary has set aside on its books adequate reserves therefor inaccordance with GAAP or the failure to make payment before delinquency or default could not reasonably be expected, individuallyor in the aggregate, to result in a Material Adverse Effect.

Section 1.04 Financial Statements, Reports, Lender Calls, etc.

Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

(a) within one hundred twenty (120) days after the end of any Fiscal Year (or such later date as theAdministrative Agent may reasonably agree if the Borrower requests an extension on account of any delay caused primarily bycircumstances resulting from the COVID-19 pandemic), a copy of the audited consolidated balance sheet of the Borrower and itsconsolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income or operations, changesin shareholders’ equity and cash flows, for such year, in each case setting forth in comparative form the figures for the previous year,reported by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing (which reportshall not be subject to a “going concern” or scope of audit qualification (except for any such qualification pertaining to, or disclosureof an exception or qualification resulting from, the maturity (or impending maturity) of any Facility or any other Indebtednessoccurring within one year from the time such opinion is delivered, any breach or anticipated breach of any financial covenant or theactivities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary) but may include a “going concern” or“emphasis of matter” explanatory paragraph or like statement) to the effect that such consolidated financial statements fairly present,in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis inaccordance with GAAP (it being understood that the delivery by the Borrower of annual reports on Form 10-K (or any successor orcomparable form) of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to theextent such annual reports include the information specified herein);

(b) within sixty (60) days after the end of each of the first three fiscal quarters of each Fiscal Year (or, in the caseof the fiscal quarter ended June 30, 2021, no later than September 25, 2021), a copy of (i) the unaudited consolidated balance sheetof the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements ofincome or operation, changes in shareholders’ equity and cash flows for such quarter and the portion of the Fiscal Year through theend of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Financial Officeras being fairly stated in all material respects in accordance with GAAP (subject to normal year-end audit adjustments and theabsence of certain footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q (or anysuccessor or comparable form) of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section5.04(b) to the extent such quarterly reports include the information specified herein);

(c) within five (5) days after any delivery of financial statements under clause (a) or (b) above, a ComplianceCertificate certifying that no Default or Event of Default has

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

occurred and is continuing since the date of the last Compliance Certificate delivered pursuant to this Section 5.04(c) or, if such aDefault or an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective actiontaken or proposed to be taken with respect thereto, commencing with the end of the second full fiscal quarter ending after theClosing Date, if the Testing Condition is satisfied, setting forth computations in reasonable detail demonstrating compliance with theFinancial Covenant (only to the extent applicable), unless demonstrating compliance as set forth in the preceding clause (ii), settingforth the calculation of the Net First Lien Leverage Ratio, setting forth the calculation and uses of the Cumulative Credit for thefiscal period then ended if Borrower shall have used the Cumulative Credit for any purpose during such fiscal period and containinga customary management discussion and analysis of operating results;

(d) promptly after the same become publicly available, copies of all periodic and other publicly available reports,proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any ofthe Subsidiaries with the SEC (or equivalent regulatory body in the relevant jurisdiction), or after an initial public offering,distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and othermaterials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when postedto the website of the Borrower ( or any Parent Entity referred to in Section 5.04(h)) or the website of the SEC (or equivalentregulatory body in the relevant jurisdiction) and written notice of such posting has been delivered to the Administrative Agent;

(e) prior to the closing of any Qualified IPO, concurrently with any delivery of financial statements under clause(a) above (or such later date as the Administrative Agent may agree in its reasonable discretion) (commencing with the delivery ofthe financial statements for the 2020 Fiscal Year), a consolidated annual budget for the then current Fiscal Year in a formcustomarily prepared by the Borrower (collectively, the “Budget”), which Budget shall in each case be accompanied by thestatement of a Financial Officer of the Borrower to the effect that the Budget is based on assumptions believed by the Borrower to bereasonable as of the date of delivery thereof;

(f) promptly from time to time, such other customary information regarding the operations, business affairs andfinancial condition, or “know your customer” information of Holdings, the Borrower or any of the Subsidiaries, or informationrequired by the Beneficial Ownership Regulation, or compliance with the terms of any Loan Document as in each case theAdministrative Agent may reasonably request (for itself or on behalf of any Lender) and to the extent such information is reasonablyavailable to the Borrower;

(g) [reserved]; and

(h) after delivery of the financial statements required pursuant to clauses (a) and (b) of this Section 5.04, uponrequest of the Administrative Agent commencing with the fiscal quarter ending March 31, 2021, the Borrower shall hold acustomary quarterly one-hour conference call for the Lenders, at a time mutually agreed with the Administrative Agent to discuss thefinancial position and results of operations of the Borrower and its Subsidiaries for the most recently ended period for which suchfinancial statements have been delivered pursuant to clauses (a) and (b) of this Section 5.04.

The Borrower hereby acknowledges and agrees that all financial statements furnished pursuant to clauses (a), (b) and(d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders ascontemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had been

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

marked “PUBLIC” in accordance with such paragraph (unless the Borrower otherwise notifies the Administrative Agent in writingon or prior to delivery thereof).

Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (c)(v) of this Section 5.04 may instead besatisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings(or any other Parent Entity) or (B) Holdings’ (or any other Parent Entity’s), as applicable, Form 10-K or 10-Q (or similar filing onForm 20-F and/or Form 6-K), as applicable, filed with the SEC or any securities exchange, in each case, within the time periodsspecified in such paragraphs and without any requirement to provide notice of such filing to any Person; provided that, with respectto each of clauses (A) and (B), (i) if (1) such financial statements relate to any Parent Entity and such Parent Entity (or any otherParent Entity that is a subsidiary of such Parent Entity) has any material operations (as determined by the Borrower in good faith andother than any operations that are attributable to such Parent Entity’s ownership of the Borrower and its subsidiaries), such financialstatements or the Form 10-K or Form 10-Q (or similar filing on Form 20-F and/or Form 6-K), as applicable, shall be accompaniedby consolidating information (which need not be audited) that summarizes in reasonable detail the differences between theinformation relating to such Parent Entity, on the one hand, and the information relating to the Borrower and its consolidatedsubsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer ofthe Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statementsrequired to be provided under Section 5.04(a), such statements shall be accompanied by an audit report that would satisfy theapplicable requirements set forth in Section 5.04(a) as if the references to “the Borrower” therein were references to such ParentEntity.

Notwithstanding the foregoing, no financial statement required to be delivered pursuant to paragraph (a) or (b) of thisSection 5.04 shall be required to include acquisition or purchase accounting adjustments relating to any Permitted BusinessAcquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statement.

Section 1.05 Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish tothe Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledgethereof:

(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any)proposed to be taken with respect thereto;

(b) the filing or commencement of, or any written non-frivolous threat or notice of intention of any person to fileor commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or inarbitration, against Holdings, the Borrower or any of the Subsidiaries as to which an adverse determination is reasonably probableand which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;

(c) the occurrence of any event specific to Holdings, the Borrower or any of the Subsidiaries that is not a matterof general public knowledge and that has had or would reasonably be expected to have a Material Adverse Effect;

(d) the occurrence of any event that causes the information included in any Beneficial Ownership Certificationdelivered pursuant to this Agreement to cease to be true and correct in any respect; and

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(e) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, wouldreasonably be expected to have a Material Adverse Effect.

Section 1.06 Compliance with Laws.

(a) Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or itsproperty, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a MaterialAdverse Effect; provided that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or tolaws related to Taxes, which are the subject of Section 5.03.

(b) Subject to Section 3.21(b), comply with the USA PATRIOT Act (as applicable) and all applicable laws andregulations related to anti-money laundering and anti-terrorism, applicable Sanctions Laws, and Anti-Corruption Laws in all materialrespects.

Section 1.07 Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance withGAAP and permit any persons designated by the Administrative Agent to visit and inspect the financial records and the properties ofHoldings, the Borrower or any of its Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower once eachcalendar year, and to make extracts from and copies of such financial records, and permit any persons designated by theAdministrative Agent upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of Holdings or anyof its Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity toparticipate in any such discussions with such accountants), in each case, at the reasonable expense of the Borrower and subject toreasonable requirements of confidentiality, including requirements imposed by law or by contract; provided that, upon theoccurrence and during the continuation of an Event of Default, the Administrative Agent may exercise such rights as often asreasonably requested at the expense of the Borrower.

Section 1.08 Use of Proceeds. Use the proceeds of the Loans made and Letters of Credit issued in the manner contemplatedby Section 3.12.

Section 1.09 Compliance with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and otherpersons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain andrenew all material authorizations and permits required pursuant to Environmental Law for its operations and properties, in each casein accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do sowould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Notwithstanding anything tothe contrary contained herein or in any other Loan Document, Holdings, the Borrower and each Subsidiary shall not be obligatedhereunder or thereunder to at any time prepare or cause to be prepared any environmental report and deliver such report to theAdministrative Agent, the Collateral Agent, any Lender or any Issuing Bank.

Section 1.10 Further Assurances; Additional Security.

(a) Subject to clause (e) below, execute any and all further documents, financing statements, agreements andinstruments, and take all such further actions (including the filing and recording of financing statements and other documents), thatthe Collateral Agent may reasonably request (including, without limitation, those required by applicable law), to satisfy theCollateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at theexpense of the Company Parties and provide to the Collateral Agent, from time to time upon reasonable request by the CollateralAgent, evidence reasonably

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the SecurityDocuments to the extent perfection is required thereunder.

(b) [reserved].

(c) If any additional direct or indirect Subsidiary of the Borrower is formed or acquired after the Closing Date(with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute theacquisition of a Subsidiary) and if such Subsidiary is a Subsidiary Loan Party pursuant to the definition thereof, within 30 BusinessDays after the date such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its reasonablediscretion), notify the Collateral Agent thereof and, within 30 Business Days after the date such Subsidiary is formed or acquired orsuch longer period as the Collateral Agent may agree in its reasonable discretion (or with respect to clause (g) of the definition of“Collateral and Guarantee Requirement,” within 150 days after such formation or acquisition or such longer period as set forththerein or as the Collateral Agent may agree in its reasonable discretion, as applicable), cause the Collateral and GuaranteeRequirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interests in or Indebtedness of suchSubsidiary owned by or on behalf of any Loan Party, subject to clause (g) below; provided that in no event shall any UnrestrictedSubsidiary own any Material Intellectual Property. In connection with the foregoing, each Loan Party will from time to time deliverto the Administrative Agent a Beneficial Ownership Certification in accordance with the Beneficial Ownership Regulation.

(d) Furnish to the Collateral Agent prompt written notice of any change (A) in any Company Party’s corporate ororganization name, (B) in any Company Party’s identity or organizational structure, (C) in any Company Party’s organizationalidentification number, if applicable or (D) in any Company Party’s jurisdiction of organization or incorporation; provided that, theBorrower shall not effect or permit any such change unless all filings, to the extent applicable and required, have been made, or willhave been made within 60 days following such change (or such longer period as the Collateral Agent may agree in its reasonablediscretion), under the Uniform Commercial Code that are required in order for the Collateral Agent to continue at all times followingsuch change to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected bysuch filing, for the benefit of the Secured Parties.

(e) Subject to Section 5.10(g), the Collateral and Guarantee Requirement and the other provisions of this Section5.10 and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively,the “Excluded Property”): any Real Property, motor vehicles, airplanes and other assets subject to certificates of title, letter of creditrights (in each case, other than to the extent a Lien on such assets or such rights can be perfected by filing a UCC-1 that is otherwiserequired to be filed for the benefit of the Secured Parties under the terms of the Security Agreement) and commercial tort claims notto exceed $2,500,000, pledges and security interests prohibited by applicable law, rule, regulation or contractual obligation (withrespect to any such contractual obligation, only to the extent such restriction is permitted under Section 6.09(c) and such restrictionis binding on such assets (1) on the Closing Date or (2) on the date of the acquisition thereof and not entered into in contemplationthereof (other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.01(i))) (in each case,except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 ofthe Uniform Commercial Code) or which could require governmental (including regulatory) consent, approval, license orauthorization to be pledged (unless such consent, approval, license or authorization has been received), assets to the extent asecurity interest in such assets could reasonably be expected to result in material adverse Tax consequences (including to the director

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

indirect equity holders in Borrower) as determined in good faith by the Borrower in consultation with the Administrative Agent, anylease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, licenseor agreement or create a right of termination in favor of any other party thereto (other than any Loan Party) after giving effect to theapplicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, those assets as to which the Collateral Agentreasonably determines that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive inrelation to the fair market value (as reasonably determined by the Borrower) afforded thereby, any governmental licenses or state orlocal licenses, franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters orauthorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of Article 9 of theUniform Commercial Code, any “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section1(b) of the Lanham Act, 15 U.S.C. §1051, unless and until an Amendment to Allege Use or a Statement of Use under Section 1(c) or1(d) of the Lanham Act has been filed and, if filed, has been deemed in conformance with Section 1(a) of the Lanham Act orexamined and accepted by the United States Patent and Trademark Office, receivables and related assets sold, contributed orotherwise transferred to any Receivables Subsidiary or otherwise pledged, factored, transferred or sold in connection with anyQualified Receivables Financing, any cash and cash equivalents, deposit accounts, commodity accounts and securities accounts(including securities entitlements and related assets) (but, in each case, excluding cash or cash equivalents representing the proceedsof Collateral), any Excluded Securities, any Third Party Funds, any equipment or other asset that is subject to a Lien permitted byany of clauses (c), (i), (j), (aa) or (mm) of Section 6.02 or is otherwise subject to a purchase money debt or a Capitalized LeaseObligation, in each case, as permitted by Section 6.01, if the contract or other agreement providing for such debt or CapitalizedLease Obligation prohibits, or requires the consent of any person (other than any Loan Party) as a condition to the creation of, anyother security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted hereunder (aftergiving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code or other applicable law) and farm products, as extracted collateral, manufactured homes, health care insurance receivables, timber to be cut or aircraft engines,satellites, ships or railroad rolling stock. Notwithstanding anything herein to the contrary, (A) the Collateral Agent may grantextensions of time or waiver of requirement for the creation or perfection of security interests in or the obtaining of insurance(including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for theperfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with theBorrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times atwhich it would otherwise be required by this Agreement or the other Loan Documents, (B) no control agreement or control, lockboxor similar arrangement shall be required with respect to any deposit accounts, securities accounts or commodities accounts, (C) nosource code escrow arrangements or registration of any Intellectual Property shall be required, (D) no landlord, mortgagee or baileewaivers (including any estoppel, collateral access letters or similar types of waiver) shall be required, (E) except as may be mutuallyagreed by the Collateral Agent and the Borrower with respect to any Designated Guarantor, no security documents governed by, orperfection actions under, the law of a jurisdiction other than the United States of America (including any registration of IntellectualProperty in any jurisdiction other than the United States of America) shall be required, (F) no periodic filing shall be required to bemade (other than as expressly required pursuant to a Security Document) and no notice shall be required to be sent to insurers, third-party account debtors or other contractual third parties prior to an Event of Default, (G) Liens required to be granted from time totime pursuant to, or any other requirements of, the Collateral and Guarantee Requirement and the Security Documents shall besubject to exceptions and limitations set forth in the Security Documents and (H) to the extent that the Collateral Agent

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

and the Borrower reasonably agree that a valid and enforceable security interest having the requisite priority can be taken onsubstantially all of the intended Collateral on a generic basis without listing any individual assets, no specific listing of suchCollateral shall be required.

(f) For the avoidance of doubt, notwithstanding anything to the contrary contained herein or in any other LoanDocument, Holdings, the Borrower and the Subsidiaries shall not be obligated hereunder or thereunder to enter into any HedgingAgreement in connection with hedging interest rate exposure with respect to the Loan Obligations, the Loans or any other extensionsof credit hereunder or any other Indebtedness of Holdings, the Borrower or any such Subsidiary.

(g) For the avoidance of doubt, notwithstanding anything to the contrary contained herein or in any other LoanDocument, the Borrower may from time to time, elect to cause any assets that would otherwise constitute Excluded Propertyhereunder to become Collateral under the Loan Documents (but shall have no obligation to do so) with the consent of theAdministrative Agent (not to be unreasonably withheld, conditioned or delayed); provided that the Collateral Agent shall havereceived such Security Documents that are customary for the applicable jurisdiction and reasonably requested by the CollateralAgent pursuant to which the applicable Loan Party (including any Designated Guarantor) grants security over such assets in favor ofthe Collateral Agent (for the benefit of the Secured Parties).

(h) If on any date (any such date, the “Holdings Formation Date”), the Borrower becomes a direct Wholly-OwnedSubsidiary of a Parent Entity (such direct Parent Entity, if any, being referred to herein as “Holdings”), Holdings shall, within 30days after the Holdings Formation Date (or such longer period as the Collateral Agent may agree in its reasonable discretion), notifythe Collateral Agent thereof and, within 45 Business Days after the Holdings Formation Date (or such longer period as the CollateralAgent may agree in its reasonable discretion), become a party to this Agreement and cause the Collateral and GuaranteeRequirement to be satisfied with respect to Holdings; provided that, notwithstanding any provision of the Collateral and GuaranteeRequirement to the contrary, (i) Holdings shall not have any personal liability under the Guaranty Agreement, the SecurityAgreement or any other Loan Document for the repayment of the Secured Obligations or for the performance of any otherobligations of the Loan Parties under the Loan Documents, and the Collateral Agent’s and any other Secured Party’s sole recourseagainst Holdings for the satisfaction of the Secured Obligations and the performance of such obligations shall be the CollateralAgent’s or such other Secured Party’s exercise of its rights and remedies with respect to Holdings’ right, title and interest in and toits Equity Interests of the Borrower pledged to the Collateral Agent and (ii) the only Collateral that Holdings shall be required toprovide to secure the Secured Obligations shall be the Equity Interests that it directly holds in the Borrower. For the avoidance ofdoubt, (x) no provision of any Loan Document shall be construed to require the Holdings Formation Date to occur, (y) as of the FirstAmendment Effective Date, the Holdings Formation Date has not occurred and (z) until such time as Holdings complies with therequirements of this Section 5.10(h), each reference in any Loan Document to “Holdings” shall be without force or effect.

Section 1.11 Rating. Exercise commercially reasonable efforts to obtain and to maintain (a) public ratings (but, in eachcase, not to obtain a specific rating) from any two of Fitch, Moody’s and S&P for the Initial Term B Loans and (b) public corporatecredit ratings and corporate family ratings (but, in each case, not to obtain a specific rating) from any two of Fitch, Moody’s andS&P in respect of the Borrower, Holdings or any other Parent Entity.

Section 1.12 Post-Closing. Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicableperiod of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Section 1.13 Ownership of Material Intellectual Property. Cause the Loan Parties to own and continue to own all MaterialIntellectual Property; provided, that this Section 5.13 shall not prohibit any Disposition of Material Intellectual Property (i)[reserved], (ii) in connection with a Disposition (or a series of related transactions constituting a Disposition) of assets or EquityInterests that is otherwise permitted under the terms of this Agreement or (iii) in connection with the granting of a Permitted Lien.

Section 1.14 Business of the Borrower and the Subsidiaries. Engage only in those material lines of business that consist of(a) the business or business activity conducted by any of them on the Closing Date or any other Similar Business or (b) such otherlines of business to which the Administrative Agent may consent.

Section 1.15 Maintenance of Fiscal Year. The Borrower shall maintain its Fiscal Year-end as in effect on the Closing Date;provided that the Borrower may, upon written notice to the Administrative Agent, change its Fiscal Year-end to another date, inwhich case the Borrower and the Administrative Agent will, and are hereby authorized to (without requiring the consent of any otherPerson, including any Lender), make any adjustments to this Agreement that are necessary to reflect such change in Fiscal Year.

Article VI

NegativeCovenants

The Borrower covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders(or, in the case of Section 6.11, the Required Revolving Facility Lenders voting as a single Class) shall otherwise consent in writing,the Borrower will not, nor will the Borrower permit any of the Subsidiaries to:

Section 1.01 Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing or committed on the Closing Date ( provided that any such Indebtedness that is inexcess of $5,000,000 shall be set forth on Schedule 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance suchIndebtedness (other than intercompany Indebtedness Refinanced with Indebtedness owed to a person not affiliated with theBorrower or any Subsidiary);

(b) Indebtedness created hereunder (including pursuant to Section 2.21) and under the other Loan Documents and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(c) Indebtedness of the Borrower or any Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes;

(d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similarinstruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits orproperty, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligationsto such person, in each case in the ordinary course of business or consistent with past practice or industry practices;

(e) Indebtedness of any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower;provided, that Indebtedness of any Loan Party owed to any

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Subsidiary that is not a Loan Party shall be subordinated in right of payment to any Indebtedness otherwise incurred pursuant to theLoans or the Guarantee of such Guarantor, as the case may be;

(f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completionguarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice orindustry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of businessor consistent with past practice or industry practices;

(g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similarinstrument drawn against insufficient funds in the ordinary course of business or other cash management services, in each caseincurred in the ordinary course of business;

(h) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated with theBorrower or any Subsidiary after the Closing Date and Indebtedness otherwise assumed by the Borrower or any Subsidiary inconnection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition or other permittedInvestment), where such acquisition, merger or consolidation is permitted by this Agreement and such assumed Indebtedness wasnot incurred in contemplation of such acquisition, merger or consolidation and any Permitted Refinancing Indebtedness incurred toRefinance any such Indebtedness;

(i) Capitalized Lease Obligations, purchase money or mortgage financings and other Indebtedness incurred bythe Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement orimprovement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interestof any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair,replacement or improvement, in an aggregate principal amount that immediately after giving effect to the incurrence of suchIndebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstandingpursuant to this Section 6.01(i) , would not exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a ProForma Basis for the then most recently ended Test Period, Capitalized Lease Obligations incurred by the Borrower or anySubsidiary to finance (whether prior to or within 270 days after) the acquisition, lease, construction, repair, replacement orimprovement of computer equipment (including servers), storage equipment, networking equipment and other equipment and similarassets related to the business of the Borrower and the Subsidiaries, Capitalized Lease Obligations incurred by the Borrower or anySubsidiary in connection with the Specified Real Estate Transactions and any Permitted Refinancing Indebtedness in respect of theforegoing;

(j) Capitalized Lease Obligations and any other Indebtedness incurred by the Borrower or any Subsidiary arisingfrom any Sale and Lease-Back Transaction that is permitted under Section 6.03, Capitalized Lease Obligations or other obligationsor deferrals attributable to capital spending (but not, for the avoidance of doubt, the acquisition of Equity Interests) and anyPermitted Refinancing Indebtedness in respect of the foregoing;

(k) other Indebtedness and Additional Supply Chain Financing Arrangements of the Borrower or any Subsidiary,in an aggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceedsthereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(k) orincurred in reliance on the Incremental Amount on reliance of the proviso below, would not exceed the greater of (x) $230,000,000and (y) 1.00 times EBITDA calculated

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

on a Pro Forma Basis for the then most recently ended Test Period (provided that, at the option of the Borrower, amounts availableunder this Section 6.01(k) may be reallocated to increase clause (i) of the “Incremental Amount”, which shall be deemed to be autilization of this Section 6.01(k) (unless reallocated in accordance with the definition of “Incremental Amount”) provided thatsufficient amounts are available under Section 6.02(ii) if the applicable Indebtedness is secured), and any Permitted RefinancingIndebtedness in respect thereof;

(l) Indebtedness of the Borrower or any Subsidiary in an aggregate outstanding principal amount up to 200% ofthe aggregate amount of capital contributions or other proceeds received after the Closing Date by the Borrower from (x) theissuance or sale of its Qualified Equity Interests (or Qualified Member Loans) or (y) a cash contribution to its Permitted Equity withthe net cash proceeds from the issuance and sale by Holdings or the Borrower of Permitted Equity (or Qualified Member Loans) or acontribution of cash plus the fair market value (as determined by the Borrower in good faith) of other property to its equity (in eachcase of (x) and (y), other than proceeds from the sale of Equity Interests to, or contributions from, the Borrower or any of itsSubsidiaries), in each case to the extent such capital contributions or other proceeds do not constitute Permitted Cure Securities andwere not included in the calculation of the Cumulative Credit;

(m) Guarantees by the Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or anySubsidiary Loan Party permitted to be incurred by it under this Agreement, by the Borrower or any Subsidiary Loan Party ofIndebtedness otherwise permitted hereunder of any Subsidiary that is not a Subsidiary Loan Party (other than an UnrestrictedSubsidiary) and by any Subsidiary that is not a Subsidiary Loan Party of Indebtedness of another Subsidiary that is not a SubsidiaryLoan Party (other than an Unrestricted Subsidiary); provided that Guarantees by the Borrower or any Subsidiary Loan Party underthis Section 6.01(m) of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall beexpressly subordinated to the Loan Obligations to at least the same extent as such underlying Indebtedness is subordinated;

(n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification,adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed inconnection with any Permitted Business Acquisition, other Investments or the disposition of any business, assets or a Subsidiary notprohibited by this Agreement;

(o) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issuedto support performance obligations and trade-related letters of credit (other than obligations in respect of other Indebtedness) in theordinary course of business or consistent with past practice or industry practices;

(p) Permitted Supply Chain Obligations that are not Additional Supply Chain Financing Arrangements;

(q) (i) Indebtedness of the Borrower and its Subsidiaries secured by Liens on Collateral that are Other First Liens,so long as, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net First LienLeverage Ratio on a Pro Forma Basis is not greater than the greater of (I) 4.50 to 1.00 and (II) if such Indebtedness is incurred inconnection with a Permitted Business Acquisition (including through a merger or consolidation) or an Investment, where suchacquisition, merger, consolidation or Investment is permitted by this Agreement, the Net First Lien Leverage Ratio in effectimmediately prior thereto; provided, that (x) the aggregate principal amount of Indebtedness outstanding under this clause (q)(i) atsuch time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section6.01(q)(i), Section 6.01(r)(i), Section 6.01(s)(i) and Section 6.01(z)(i) that are incurred by Subsidiaries other than the SubsidiaryLoan Parties, the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated on a Pro Forma Basis for the then most recentlyended Test Period and (y) the incurrence of any Indebtedness for borrowed money pursuant to this clause (q)(i) shall be subject tothe last paragraph of this Section 6.01, and (ii) any Permitted Refinancing Indebtedness in respect thereof;

(r) (i) Indebtedness of the Borrower and its Subsidiaries secured by Liens on Collateral that are Junior Liens, solong as, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, either (A) the NetSecured Leverage Ratio on a Pro Forma Basis is not greater than the greater of (I) 5.00 to 1.00 and (II) if such Indebtedness isincurred in connection with a Permitted Business Acquisition (including through a merger or consolidation) or an Investment, wheresuch acquisition, merger, consolidation or Investment is permitted by this Agreement, the Net Secured Leverage Ratio in effectimmediately prior thereto or (B) the Cash Interest Coverage Ratio on a Pro Forma Basis is not less than the lesser of (I) 2.00 to 1.00and (II) if such Indebtedness is incurred in connection with a Permitted Business Acquisition (including through a merger orconsolidation) or an Investment, where such acquisition, merger, consolidation or Investment is permitted by this Agreement, theCash Interest Coverage Ratio in effect immediately prior thereto; provided, that (x) the aggregate principal amount of Indebtednessoutstanding under this clause (r)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed,when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), thisSection 6.01(r)(i), Section 6.01(s)(i) and Section 6.01(z)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties,the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated on a Pro Forma Basis for the then most recently ended TestPeriod and (y) the incurrence of any Indebtedness for borrowed money pursuant to this clause (r)(i) shall be subject to the lastparagraph of this Section 6.01, and (ii) any Permitted Refinancing Indebtedness in respect thereof;

(s) (i) Indebtedness of the Borrower and its Subsidiaries that is unsecured or secured by non-Collateral assets, solong as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, either (A) the NetTotal Leverage Ratio on a Pro Forma Basis is not greater than the greater of (I) 5.50 to 1.00 and (II) if such Indebtedness is incurredin connection with a Permitted Business Acquisition (including through a merger or consolidation) or an Investment, where suchacquisition, merger, consolidation or Investment is permitted by this Agreement, the Net Total Leverage Ratio in effect immediatelyprior thereto or (B) the Cash Interest Coverage Ratio on a Pro Forma Basis is not less than the lessor of (I) 2.00 to 1.00 and (II) ifsuch Indebtedness is incurred in connection with a Permitted Business Acquisition (including through a merger or consolidation) oran Investment, where such acquisition, merger, consolidation or Investment is permitted by this Agreement, the Cash InterestCoverage Ratio in effect immediately prior thereto; provided, that (x) the aggregate principal amount of Indebtedness outstandingunder this clause (s)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when takentogether with the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), Section 6.01(r)(i),this Section 6.01(s)(i) and Section 6.01(z)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of(x) $75,000,000 and (y) 0.33 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (y)the incurrence of any Indebtedness for borrowed money pursuant to this clause (s)(i) shall be subject to the last paragraph of thisSection 6.01, and (ii) any Permitted Refinancing Indebtedness in respect thereof;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(t) Indebtedness of Subsidiaries that are not Subsidiary Loan Parties in an aggregate principal amountoutstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, togetherwith the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(t), would not exceed thegreater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Periodand any Permitted Refinancing Indebtedness in respect thereof;

(u) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or anySubsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in theordinary course of business and not in connection with the borrowing of money or any Hedging Agreements;

(v) Indebtedness representing deferred compensation to employees, consultants or independent contractors of theBorrower or any Subsidiary (or, to the extent such work is done for the Borrower or the Subsidiaries, any direct or indirect parentthereof) incurred in the ordinary course of business;

(w) Indebtedness consisting of Disqualified Stock issued to and held by Holdings, the Borrower or any Subsidiaryto the extent such Indebtedness is subordinated to the Loan Obligations on terms reasonably acceptable to the Administrative Agent;

(x) obligations in respect of Cash Management Agreements;

(y) Refinancing Notes and any Permitted Refinancing Indebtedness incurred in respect thereof;

(z) (i) Indebtedness of the Borrower and its Subsidiaries secured by Liens on Collateral that are Other First Liens,secured by Liens on Collateral that are Junior Liens or secured by Liens on non-Collateral assets or that is unsecured in an aggregateprincipal amount outstanding not to exceed at the time of incurrence (a) the Incremental Starter Amount available at such time(giving effect to any reclassification or reallocation) minus (b) the sum of (1) the aggregate outstanding principal amount of allIncremental Term Loans and Incremental Revolving Facility Commitments, in each case incurred or established after the ClosingDate and outstanding at such time pursuant to Section 2.21 utilizing clause (i) of the definition of Incremental Amount (after givingeffect to any reclassification or reallocation) and (2) the aggregate outstanding principal amount of any Indebtedness incurredpursuant to this Section 6.01(z); provided that the aggregate principal amount of Indebtedness outstanding under this clause (z)(i) atsuch time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with theaggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), Section 6.01(r)(i), Section 6.01(s)(i) and this Section 6.01(z)(i) that are incurred by Subsidiaries other than the Subsidiary Loan Parties, the greater of (x) $75,000,000and (y) 0.33 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period and (y) the incurrence ofany Indebtedness for borrowed money pursuant to this clause (z)(i) shall be subject to the last paragraph of this Section 6.01 and(ii) any Permitted Refinancing Indebtedness in respect thereof;

(aa) (i) Indebtedness for working capital purposes of Subsidiaries that are not Subsidiary Loan Parties in anaggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use ofproceeds thereof, does not exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof;

(ab) Indebtedness of, incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures in anaggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceedsthereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(bb), wouldnot exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basis for the then most recentlyended Test Period, and any Permitted Refinancing Indebtedness in respect thereof;

(ac) Indebtedness of the Borrower or any Subsidiary to current or former officers, directors and employees thereofor of Holdings or any other Parent Entity, their respective estates, spouses or former spouses to finance the purchase or redemptionof Equity Interests of the Borrower or Holdings or any other Parent Entity permitted by Section 6.06, in an aggregate amount,together with Indebtedness permitted by Section 6.01(ii), not exceeding the greater of (x) $35,000,000 and (y) 0.15 times EBITDAcalculated on a Pro Forma Basis for the then most recently ended Test Period;

(ad) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation orother similar arrangements incurred by such person in connection with the Transactions and Permitted Business Acquisitions or anyother Investment permitted hereunder;

(ae) Indebtedness of the Borrower or any Subsidiary to or on behalf of any joint venture (regardless of the form oflegal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations(including with respect to intercompany self-insurance arrangements) of the Borrower and the Subsidiaries;

(af) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained insupply arrangements, in each case, in the ordinary course of business;

(ag) Indebtedness supported by a Letter of Credit (or a letter of credit issued under any other revolving credit orletter of credit facility permitted by Section 6.01), in a principal amount not in excess of the amount available under such Letter ofCredit (or letter of credit issued under any other revolving credit or letter of credit facility permitted by Section 6.01);

(ah) to the extent constituting Indebtedness, obligations incurred in connection with a Specified Real EstateTransaction that is structured as a Sale and Lease-Back Transaction;

(ai) Indebtedness consisting of Guarantees of third party loans and advances to officers, directors, employees orconsultants of Holdings, any other Parent Entity, the Borrower or any Subsidiary in connection with such person’s purchase ofEquity Interests of Holdings, any other Parent Entity or the Borrower (or any Person formed to hold Equity Interests in any of theforegoing on behalf of officers, directors, employees or consultants of the foregoing and their Subsidiaries), in an aggregate amount,together with Indebtedness permitted by Section 6.01(cc), not exceeding the greater of (x) $35,000,000 and (y) 0.15 times EBITDAcalculated on a Pro Forma Basis for the then most recently ended Test Period;

(aj) (i) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing or factoring orsimilar transaction that is not recourse to the Borrower or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

any Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings) and (ii) StandardSecuritization Undertakings by the Borrower and its Subsidiaries;

(ak) all premium (if any, including tender premiums) expenses, defeasance costs, interest (including post-petitioninterest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (jj) above or (ll)below or refinancings thereof; and

(al) (i) Indebtedness of the Borrower or any of its Subsidiaries in respect of reimbursement obligations under anybi-lateral or syndicated letter of credit facility in an aggregate principal or face amount at any time outstanding not to exceed thegreater of (x) $25,000,000 and (y) 0.10 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Periodand (ii) any Permitted Refinancing Indebtedness in respect thereof.

Notwithstanding any other term of this Agreement, no Indebtedness may be incurred by Holdings pursuant to thisSection 6.01 unless such Indebtedness is also permitted under Article VIA.

For purposes of determining compliance with this Section 6.01 or Section 6.02, the amount of any Indebtednessdenominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the caseof such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior tothe Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed(in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness was incurred (in respect ofterm Indebtedness) or committed (in respect of revolving Indebtedness); provided that if such Indebtedness is incurred to refinanceother Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced),and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currencyexchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have beenexceeded so long as the principal amount of such refinancing Indebtedness does not exceed the outstanding or committed principalamount, as applicable, of such Indebtedness being refinanced plus the aggregate amount of fees, underwriting discounts, premiums(including tender premiums), accrued interest, defeasance costs and other costs and expenses incurred in connection with suchrefinancing.

Further, for purposes of determining compliance with this Section 6.01:

(A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or anyportion thereof) described in Sections 6.01(a) through (ll) (including, for the avoidance of doubt, with respect to the clauses set forthin the definition of “Incremental Amount”) but may be permitted in part under any combination thereof,

(B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of thecategories of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ll) (including, for the avoidanceof doubt, with respect to the clauses set forth in the definition of “Incremental Amount”), the Borrower may, in its sole discretion,classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or anyportion thereof) in any manner that complies with this Section 6.01 and at the time of incurrence, classification or reclassificationwill be entitled to

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portionthereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to onlysuch clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating theamount of Indebtedness that may be incurred, classified or reclassified pursuant to any other clause (or portion thereof) at such time;provided that all Indebtedness outstanding on the Closing Date under this Agreement shall at all times be deemed to have beenincurred pursuant to clause (b) of this Section 6.01, and

(C) for purposes of calculating the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the NetTotal Leverage Ratio under Sections 6.01(p), (q), (r) and (s) on any date of incurrence of Indebtedness pursuant to suchSections 6.01(p), (q), (r) and/or (s) the net cash proceeds funded by financing sources upon the incurrence of such Indebtednessincurred at such time shall not be netted against the applicable amount of Consolidated Average Debt for purposes of suchcalculation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio or the Net Total Leverage Ratio, at such time. Inaddition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any IncreasedAmount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merelybecause it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has ajunior priority with respect to the same collateral.

With respect to any Indebtedness for borrowed money incurred under 6.01(h), 6.01(q)(i), 6.01(r)(i) and 6.01(z)(i), (A)if secured by assets that are Collateral shall be subject to an applicable Intercreditor Agreement, (B) (except in the case ofIndebtedness for borrowed money assumed under 6.01(h)) in the form of term Indebtedness, (1) the stated maturity date of any suchIndebtedness shall be no earlier than the Initial Term B Facility Maturity Date as in effect at the time such Indebtedness is incurred(or in the case of any such Indebtedness that is not secured by a Lien on the Collateral that are Other First Liens, 91 days followingthe Initial Term B Facility Maturity Date as in effect at the time such Indebtedness is incurred) and (2) the Weighted Average Life toMaturity of such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loansin effect at the time such Indebtedness is incurred (in each case of (1) and (2), except for (x) any bridge loan that has no amortizationpayments and the terms of which provide for an automatic (subject to customary conditions) extension of the maturity date to a datethat is not earlier than the Initial Term B Facility Maturity Date then in effect and (y) Indebtedness having an aggregate principalamount outstanding not exceeding the Inside Maturity Basket, and (C) in the form of revolving Indebtedness, (1) the stated maturitydate of any such Indebtedness shall be no earlier than the Initial Revolving Facility Maturity Date as in effect at the time suchIndebtedness is incurred (or in the case of any such Indebtedness that is not secured by a Lien on the Collateral that are Other FirstLiens, 91 days following the Revolving Facility Maturity Date as in effect at the time such Indebtedness is incurred) and (2) theWeighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturityof the Revolving Facility Loans in effect at the time such Indebtedness is incurred.

Section 1.02 Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or othersecurities of any person) of the Borrower or any Subsidiary at

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

the time owned by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, “PermittedLiens”):

(a) Liens on property or assets of the Borrower and the Subsidiaries existing on the Closing Date (or createdfollowing the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to theextent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 6.02(a) and anymodifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that theysecure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01)and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (A) after-acquiredproperty that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof;

(b) any Lien created under the Loan Documents (including Liens created under the Security Documents securing(x) obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements and (y) Permitted SupplyChain Obligations that are not Additional Supply Chain Financing Arrangements);

(c) any Lien on any property or asset of any Subsidiary securing Indebtedness or Permitted RefinancingIndebtedness permitted by Section 6.01(h); provided that such Lien does not apply to any other property or assets of the Borrower orany of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions andadditions thereto and proceeds and products thereof (other than after-acquired property required to be subjected to such Lienpursuant to the terms of such Indebtedness (and refinancings thereof));

(d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 daysor that are being contested in compliance with Section 5.03;

(e) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s,repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that arebeing contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shallhave set aside on its books reserves in accordance with GAAP;

(f) pledges and deposits and other Liens made in the ordinary course of business in compliance with the FederalEmployers Liability Act (or any similar act or legislation in other jurisdictions) or any other workers’ compensation, unemploymentinsurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and pledges and deposits and other Liens securing liability for reimbursementor indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurancecarriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

(g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness),leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of moneybonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (includingletters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, includingthose incurred to secure health, safety and environmental obligations in the ordinary course of business;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(h) zoning restrictions (including, without limitation, building codes and other land use laws regulating the use oroccupancy of Real Property imposed by any Governmental Authority), easements, survey exceptions, trackage rights, leases (otherthan Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarationson or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similarencumbrances imposed by law or arising in the ordinary course of business and title defects or irregularities or encroachments orsurvey defects, in each case that are of a minor nature and that, in the aggregate, do not interfere in any material respect with theordinary conduct of the business of the Borrower or any Subsidiary;

(i) Liens securing Indebtedness permitted by Section 6.01(i) or (j); provided that such Liens do not apply to anyproperty or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced,repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby) or sold in the applicable Sale and Lease-BackTransaction, and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property;provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by suchlender (and its Affiliates) that comply with the foregoing requirements (it being understood that with respect to any Liens on theCollateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing theIndebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) tosecure Permitted Refinancing Indebtedness shall also be Junior Liens);

(j) Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.03, so long as such Liensattach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds andproducts thereof and related property;

(k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);

(l) [reserved];

(m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or anySubsidiary in the ordinary course of business;

(n) Liens that are contractual rights of set-off (and related pledges) relating to the establishment of depositoryrelations with banks and other financial institutions not given in connection with the issuance of Indebtedness, relating to pooleddeposits, sweep accounts, reserve accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraftor similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect to creditcard charge-backs and similar obligations, or relating to purchase orders and other agreements entered into with customers,suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business;

(o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights ofset-off or similar rights, attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinarycourse of business, encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerageaccounts incurred in the ordinary course of business and not for speculative purposes, in respect of Third Party Funds or in favor ofcredit card companies pursuant to agreements therewith;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similarobligations permitted under Sections 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of suchproperty) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof;

(q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others inthe ordinary course of business not adversely interfering in any material respect with the business of the Borrower and theSubsidiaries, taken as a whole and not constituting a Disposition of Material Intellectual Property to an Unrestricted Subsidiary orSubsidiary that is not a Loan Party (other than as otherwise permitted under Section 5.13(ii));

(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customsduties in connection with the importation of goods;

(s) Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries inconnection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

(t) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of aSubsidiary that is not a Loan Party permitted under Section 6.01(t) and (aa) and Liens with respect to property or assets of theapplicable joint venture or the Equity Interests of such joint venture securing Indebtedness permitted under Section 6.01(bb) (it beingunderstood that with respect to any Liens on the Collateral being incurred under this clause (t)(ii) to secure Permitted RefinancingIndebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens onsuch Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness shall also be Junior Liens);

(u) Liens on any amounts held by a trustee or agent under any indenture or other debt agreement issued in escrowpursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant tocustomary discharge, redemption or defeasance provisions;

(v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinarycourse of business;

(w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or otherproceeds arising from inventory consigned by the Borrower or any of the Subsidiaries pursuant to an agreement entered into in theordinary course of business;

(x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leasesor other obligations not constituting Indebtedness;

(y) Liens on Equity Interests of, or loans to, joint ventures (A) securing obligations of such joint venture or (B)pursuant to the relevant joint venture agreement or arrangement and on Equity Interests of, or loans to, Unrestricted Subsidiaries;

(z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments underclause (c) of the definition thereof;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(aa) [reserved];

(ab) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to theapplicable unearned insurance premiums;

(ac) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (orany superior leasehold interest) is subject;

(ad) Liens securing Indebtedness or other obligation of the Borrower or a Subsidiary in favor of the Borrower orany Subsidiary Loan Party and of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party;

(ae) Liens securing Indebtedness in respect of Hedging Agreements entered into for non-speculative purposes and on cash or Permitted Investments securing Indebtedness in respect of Hedging Agreements in the ordinary course of businesssubmitted for clearing in accordance with applicable Requirements of Law;

(af) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a commercialletter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in theordinary course of business; provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect ofsuch letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01;

(ag) Liens on cash, Permitted Investments or non-Collateral Assets securing obligations in respect of Indebtednessincurred pursuant to Section 6.01(ll);

(ah) [reserved];

(ai) Liens on Collateral that are Other First Liens, so long as such Other First Liens secure Indebtedness permittedby Sections 6.01(b), 6.01(k), 6.01(q), 6.01(y) or 6.01(z) (and, in each case, Permitted Refinancing Indebtedness in respect thereof), Liens on Collateral that are Junior Liens, so long as such Junior Liens secure Indebtedness permitted by Section 6.01(b), 6.01(k),6.01(r), 6.01(y) or 6.01(z) (and, in each case, Permitted Refinancing Indebtedness in respect thereof) and Liens on non-Collateralassets, so long as such Liens secure Indebtedness permitted by Sections 6.01(k), 6.01(s) or 6.01(z) (and in each case, PermittedRefinancing Indebtedness in respect thereof);

(aj) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goodsby the Borrower or any of the Subsidiaries in the ordinary course of business;

(ak) Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued orincurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02(but without reloading any dollar- or asset-based basket); provided, however, that (v) with respect to any Liens on the Collateralbeing incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were JuniorLiens, then such Liens on such Collateral being incurred under this clause (kk) shall also be Junior Liens, (w) with respect to anyLiens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced(if any) were Other First Liens, then such Liens on such Collateral being incurred under this clause (kk) may also be Other FirstLiens or Junior Liens, (x) such new Lien shall be limited to all or part of the same type of property that secured the original

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and anyother assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtednessbeing Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A)the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness atthe time the original Lien became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums)and (C) an amount necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, and(z) on the date of the incurrence of the Indebtedness secured by such Liens, the grantors of any such Liens shall be no different fromthe grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to secure suchIndebtedness;

(al) other Liens with respect to property or assets of the Borrower or any Subsidiary which are not Collateral (i)securing obligations in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of suchLiens, would not exceed the greater of (x) $10,000,000 and (y) 0.10 times EBITDA calculated on a Pro Forma Basis for the thenmost recently ended Test Period plus such additional amounts so long as immediately after giving effect to the incurrence of suchLiens, either (A) the Net Total Leverage Ratio on a Pro Forma Basis is not greater than the greater of (I) 5.50 to 1.00 and (II) if suchLiens are incurred in connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition andincluding through a merger or consolidation) or an Investment, where such acquisition, merger, consolidation or Investment ispermitted by this Agreement, the Net Total Leverage Ratio in effect immediately prior thereto or (B) the Cash Interest CoverageRatio on a Pro Forma Basis is not less than the lessor of (I) 2.00 to 1.00 and (II) if such Liens are incurred in connection with theacquisition of assets or Equity Interests (including a Permitted Business Acquisition and including through a merger orconsolidation) or an Investment, where such acquisition, merger, consolidation or Investment is permitted by this Agreement, theCash Interest Coverage Ratio in effect immediately prior thereto or (ii) if the Loan Obligations are secured on an equal and ratablebasis (without regard to the control of remedies) with or are secured prior to the obligations so secured for so long as suchobligations are so secured (which Liens, in the case of this clause (ii), shall be subject to an Intercreditor Agreement);

(am) [reserved];

(an) Liens on Receivables Assets Incurred in connection with a Qualified Receivables Financing or in a factoringor similar transaction;

(ao) [reserved]; and

(ap) Liens securing or relating to any Sale and Lease-Back Transaction in connection with the Specified RealEstate Transactions; provided, that, (i) such Liens do not, at any time, encumber any property other than the property financed bysuch Indebtedness or leased pursuant to such Sale and Lease-Back Transaction, and (ii) such Liens attach to such propertyconcurrently with, or within one hundred and eighty (180) days after, the consummation of the applicable Specified Real EstateTransaction.

For purposes of determining compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need notbe permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through(pp) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness(or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described inSections 6.02(a) through (pp), the Borrower

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Liensecuring such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.02 and at the time ofincurrence, classification or reclassification will be entitled to only include the amount and type of such Lien or such item ofIndebtedness secured by such Lien (or any portion thereof) in one of the above clauses (or any portion thereof) and such Liensecuring such item of Indebtedness (or any portion thereof) will be treated as being incurred or existing pursuant to only such clauseor clauses (or any portion thereof) without giving pro forma effect to such item (or any portion thereof) when calculating the amountof Liens or Indebtedness that may be incurred, classified or reclassified pursuant to any other clause (or any portion thereof) at suchtime. In addition, with respect to any revolving loan Indebtedness or commitment to incur Indebtedness that is designated to beincurred on the date of first incurrence of such Indebtedness or Commitment, any Lien that does or that shall secure suchIndebtedness may also be designated by the Borrower or any Subsidiary to be incurred on such date and, in such event, any relatedsubsequent actual incurrence of such Lien shall be deemed for purposes of Sections 6.01 and 6.02 of this Agreement, withoutduplication, to be incurred on such prior date (and on any subsequent date until such commitment is funded or terminated or suchelection is rescinded), including for purposes of calculating usage of any Permitted Lien. In addition, with respect to any Liensecuring Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lienshall also be permitted to secure any Increased Amount of such Indebtedness.

Section 1.03 Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any personwhereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafteracquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intends to use forsubstantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); providedthat a Sale and Lease-Back Transaction shall be permitted with respect to (i) Excluded Property (except Excluded Property specifiedin clause (i) of the definition thereof with an individual fair market value in excess of $5,000,000), (ii) property owned by anySubsidiary that is not a Loan Party regardless of when such property was acquired, (iii) property that is the subject of the SpecifiedReal Estate Transactions and (iv) any real property of the type not described in the preceding clauses (i), (ii) and (iii); provided thatin the case of each of the foregoing clause (iv), such Sale and Lease-Back Transactions shall only be permitted so long as either (a)on a Pro Forma Basis after giving effect to such Sale and Lease-Back Transaction and the application of the proceeds thereof, theNet Total Leverage Ratio is less than or equal to 5.50 to 1.00 or (b) the aggregate Net Proceeds from all such Sale and Lease-BackTransactions shall not exceed the greater of (x) $50,000,000 and (y) 0.22 times EBITDA calculated on a Pro Forma Basis for thethen most recently ended Test Periods.

Section 1.04 Investments, Loans and Advances. Make any Investment, except:

(a) the Transactions;

(b) Investments by the Borrower or any Subsidiary in the Equity Interests of the Borrower or any Subsidiary; intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and Guarantees by the Borrower orany Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; provided that no such Investmentunder this clause (b) shall result in any Subsidiary that is not a Loan Party owning Material Intellectual Property;

(c) Permitted Investments and Investments that were Permitted Investments when made;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(d) Investments arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for theDisposition of assets permitted under Section 6.05;

(e) loans and advances to officers, directors, employees or consultants of Holdings, any other Parent Entity, theBorrower or any Subsidiary in the ordinary course of business in an aggregate outstanding amount (valued at the time of the makingthereof, and without giving effect to any subsequent change in value) not to exceed the greater of (x) $7,500,000 and (y) 0.03 timesEBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period at any time outstanding, in respect of payrollpayments and expenses in the ordinary course of business and in connection with such person’s purchase of Equity Interests of theBorrower, Holdings (or any other Parent Entity) solely to the extent that the amount of such loans and advances shall be contributedto the Borrower in cash as Permitted Equity;

(f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary courseof business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled accountdebtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers madein the ordinary course of business;

(g) Hedging Agreements entered into for non-speculative purposes;

(h) Investments existing on, or contractually committed as of, the Closing Date and, to the extent such Investmentis in an amount in excess of $5,000,000, set forth on Schedule 6.04 and any extensions, renewals, replacements or reinvestmentsthereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amountof such Investment existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of anysuch Investment as in existence on the Closing Date or as otherwise permitted by this Section 6.04);

(i) Investments resulting from pledges and deposits under Sections 6.02(f), (g), (o), (r), (s), and (ee);

(j) loans and advances to suppliers and customers or users of the Borrower or any Subsidiary’s products orcustomers of distributors of such products or otherwise in the ordinary course of business;

(k) Investments constituting Permitted Business Acquisitions;

(l) intercompany loans between Subsidiaries that are not Loan Parties (other than Unrestricted Subsidiaries) andGuarantees by Subsidiaries that are not Loan Parties permitted by Section 6.01(m);

(m) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquentaccounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business orInvestments acquired by the Borrower or a Subsidiary as a result of a foreclosure by the Borrower or any of the Subsidiaries withrespect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(n) Investments of a Subsidiary acquired after the Closing Date or of a person merged into or consolidated withthe Borrower or a Subsidiary after the Closing Date, in each case, to the extent such acquisition, merger or consolidation ispermitted under this Section 6.04

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(other than this clause (n), in the case of any acquisition, merger or consolidation, in accordance with Section 6.05 and to the extentthat such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and werein existence on the date of such acquisition, merger or consolidation;

(o) acquisitions by the Borrower of obligations of one or more officers or other employees of Holdings, any otherParent Entity, the Borrower or any Subsidiary in connection with such officer’s or employee’s acquisition of Equity Interests of theBorrower, Holdings or any other Parent Entity, so long as no cash is actually advanced by the Borrower or any of the Subsidiaries tosuch officers or employees in connection with the acquisition of any such obligations;

(p) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capitalized Lease Obligations)or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in theordinary course of business;

(q) Investments to the extent that payment for such Investments is made with Equity Interests of, or the cashproceeds of the issuance of Equity Interests of the Borrower, Holdings or any other Parent Entity; provided that the issuance of suchEquity Interests, and the cash proceeds thereof, are not included in any determination of the Cumulative Credit or as a Cure Amount;

(r) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any otherPerson in connection with a Qualified Receivables Financing or in a factoring or similar transaction, including Investments of fundsheld in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any relatedIndebtedness;

(s) Investments consisting of Restricted Payments permitted under Section 6.06;

(t) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(u) [reserved];

(v) Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to thisSection 6.04);

(w) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance withcustomary trade terms of the Borrower or any Subsidiary;

(x) Investments by the Borrower and the Subsidiaries, including loans to any direct or indirect parent of theBorrower, if the Borrower or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount(provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause ofSection 6.06 for all purposes of this Agreement);

(y) [reserved];

(z) [reserved];

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(aa) to the extent constituting Investments, purchases and acquisitions of inventory, supplies, materials andequipment or purchases of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course ofbusiness;

(ab) the formation of Subsidiaries and Unrestricted Subsidiaries; provided that (x) any capitalization of suchSubsidiary or Unrestricted Subsidiary, as the case may be, must be an Investment otherwise permitted hereunder and (y) suchformation shall not be in violation of Section 5.10;

(ac) Investments in joint ventures; provided that the aggregate outstanding amount (valued at the time of themaking thereof and without giving effect to any subsequent changes in value) of Investments made after the Closing Date pursuantto this Section 6.04(cc) shall not exceed the greater of (x) $90,000,000 and (y) 0.40 times EBITDA calculated on a Pro Forma Basisfor the then most recently ended Test Period; provided that if any Investment pursuant to this Section 6.04(cc) is made in any personthat was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investmentmay, at the option of the Borrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, bedeemed to have been made pursuant to Section 6.04(b) and not in reliance on this Section 6.04(cc);

(ad) Investments in Similar Businesses in an aggregate outstanding amount (valued at the time of the makingthereof, and without giving effect to any subsequent changes in value) not to exceed the greater of (x) $90,000,000 and (y) 0.40times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided that if any Investmentpursuant to this Section 6.04(dd) is made in any person that was not a Subsidiary on the date on which such Investment was madebut becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower, upon such person becoming aSubsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) and not inreliance on this Section 6.04(dd);

(ae) Investments in any Unrestricted Subsidiaries after giving effect to the applicable Investments, in an aggregateoutstanding amount (valued at the time of the making thereof, and without giving effect to any subsequent change in value) not toexceed the greater of (x) $50,000,000 and (y) 0.22 times EBITDA calculated on a Pro Forma Basis for the then most recently endedTest Period; provided that if any Investment pursuant to this Section 6.04(ee) is made in any person that was not a Subsidiary on thedate on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of theBorrower, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been madepursuant to Section 6.04(b) and not in reliance on this Section 6.04(ee);

(af) other Investments so long as, immediately after giving effect to such Investment, the Net First Lien LeverageRatio on a Pro Forma Basis would not exceed either (x) 4.50 to 1.00 or (y) the Net First Lien Leverage Ratio in effect immediatelyprior to giving effect to such Investment thereto; and

(ag) Investments to facilitate the Specified Real Estate Transactions in an aggregate amount not to exceed thegreater of (x) $40,000,000 and (y) 0.17 times EBITDA calculated on a Pro Forma Basis for the then most recently ended TestPeriod;

(ah) other Investments in an aggregate amount not to exceed the Cumulative Credit;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(ai) other Investments in an aggregate outstanding amount not to exceed the greater of (x) $90,000,000 and (y)0.40 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;

(aj) Investments (including in joint ventures) in connection with Permitted Reorganizations and IPOReorganization Transactions; and

(ak) Investments in joint ventures to the extent required by, or made pursuant to, applicable buy/sell arrangementsand/or similar binding arrangements.

Notwithstanding anything to the contrary contained in this Section 6.04, no Investment by Holdings shall bepermitted pursuant to this Section 6.04 unless such Investment is also permitted under Article VIA.

The amount of Investments that may be made at any time pursuant to Section 6.01(ii) may, at the election of theBorrower, be increased by the amount of Restricted Debt Payments that could be made at such time under Section 6.09(b)(i)(F)and/or the amount of Restricted Payments that could be made at such time under Section 6.06(j); provided that the amount of eachsuch increase in respect of one of the foregoing sections shall be treated as having been used under such other section.

Any Investment in any person other than the Borrower or a Subsidiary Loan Party that is otherwise permitted by thisSection 6.04 may be made through intermediate Investments in Subsidiaries that are not Loan Parties (other than UnrestrictedSubsidiaries or Receivables Subsidiaries) and such intermediate Investments shall be disregarded for purposes of determining theoutstanding amount of Investments pursuant to any clause set forth above.

For purposes of determining compliance with this covenant, (A) an Investment need not be permitted solely byreference to one category of permitted Investments (or portion thereof) described in the above clauses but may be permitted in partunder any combination thereof and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more ofthe categories of permitted Investments (or any portion thereof) described in the above clauses, the Borrower may, in its solediscretion, classify or reclassify, or later divide, classify or reclassify (as if made at such later time), such permitted Investment (orany portion thereof) in any manner that complies with this Section 6.04 and at the time of such Investment, classification orreclassification will be entitled to only include the amount and type of such Investment (or any portion thereof) in one of thecategories of permitted Investments (or any portion thereof) described in the above clauses and such Investment (or any portionthereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof) withoutgiving pro forma effect to such item (or portion thereof) when calculating the amount of Investments that may be made, classified orreclassified pursuant to any other clause (or portion thereof) at such time. Any Investment otherwise permitted under this Section6.04 will not permit any Investment of the Equity Interests of any Receivables Subsidiary owned by the Borrower or any Guarantorinto any Person other than the Borrower or a Guarantor that remains a Guarantor (or any person that will become a Guarantorsubstantially concurrently with such Investment).

Section 1.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person,or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions)all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, orpurchase, lease or otherwise acquire (in one transaction or a series of related

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall notprohibit:

(a) Disposition of inventory, or the sale of receivables pursuant to non-recourse factoring arrangements, in eachcase in the ordinary course of business by the Borrower or any Subsidiary, the acquisition or lease (pursuant to an operating lease)of any other asset in the ordinary course of business by the Borrower or any Subsidiary or, with respect to operating leases,otherwise for fair market value on market terms (as determined in good faith by the Borrower), the Disposition of surplus, obsolete,damaged or worn out equipment or other property by the Borrower or any Subsidiary in the ordinary course of business or consistentwith past practice or industry norm or determined in good faith by the Borrower to be no longer used or useful or necessary in theoperation of the business of the Borrower or any Subsidiary, [reserved] or the Disposition of Permitted Investments in the ordinarycourse of business;

(b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred andbe continuing or would result therefrom, the merger or consolidation of any Subsidiary of the Borrower with or into the Borrower ina transaction in which the Borrower is the survivor, the merger or consolidation of any Subsidiary with or into any other Subsidiaryin a transaction in which the surviving or resulting entity is or becomes a Subsidiary (or, in the case of any merger or consolidationinvolving the Borrower or the Euro Borrower, is the Borrower or the Euro Borrower (as applicable)) and, in the case of each ofclauses (i) and (ii), no person other than the Borrower or a Subsidiary receives any consideration (unless otherwise permitted bySection 6.04), [reserved], the liquidation or dissolution or change in form of entity of any Subsidiary if the Borrower determines ingood faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materiallydisadvantageous to the Lenders, any Subsidiary may merge or consolidate with any other person in order to effect an Investmentpermitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary (unless otherwise permitted bySection 6.04), which shall be the Borrower if such merger or consolidation involves the Borrower (in each case, unless otherwisepermitted by Section 6.04) and which together with each of its Subsidiaries shall have complied with any applicable requirements ofSection 5.10 or any Subsidiary may merge or consolidate with any other person in order to effect an Asset Sale otherwise permittedpursuant to this Section 6.05;

(c) Dispositions to a Subsidiary (upon voluntary liquidation or otherwise);

(d) Sale and Lease-Back Transactions permitted by Section 6.03;

(e) Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Paymentspermitted by Section 6.06;

(f) Dispositions of defaulted receivables in the ordinary course of business and not as part of an accountsreceivables financing transaction;

(g) other Dispositions of assets; provided that the Net Proceeds thereof, if any, are applied in accordance withSection 2.11(b) to the extent required thereby;

(h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect aPermitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower,such person is the surviving entity or the requirements of Section 6.05(o) are otherwise complied with;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(i) leases, licenses or subleases or sublicenses of any real or personal property or Intellectual Property orassignments of the same in the ordinary course of business not adversely interfering in any material respect with the business of theBorrower and the Subsidiaries, taken as a whole; provided that any such license of Intellectual Property does not constitute aDisposition of Material Intellectual Property to an Unrestricted Subsidiary or Subsidiary that is not a Loan Party;

(j) Dispositions of inventory or Dispositions or abandonment of Intellectual Property of the Borrower and theSubsidiaries determined in good faith to be no longer used or useful or necessary, or otherwise to be not material in the operation ofthe business of the Borrower or any of the Subsidiaries or no longer economical to maintain in light of its materiality to the operationof such business;

(k) Dispositions in an amount not to exceed the greater of (x) $25,000,000 and (y) 0.11 times EBITDA calculatedon a Pro Forma Basis for the then most recently ended Test Period during any Fiscal Year which, if not used in any such year, maybe carried back to the immediately preceding Fiscal Year and carried forward to any subsequent Fiscal Year;

(l) a sale of Receivables Assets, to a Receivables Subsidiary in a Qualified Receivables Financing or in afactoring or similar transaction and a transfer of Receivables Assets (or a fractional undivided interest therein) by a ReceivablesSubsidiary in a Qualified Receivables Financing or in a factoring or similar transaction;

(m) to the extent constituting a Disposition, any termination, settlement or extinguishment of obligations in respectof any Hedging Agreement;

(n) any exchange of assets for services and/or other assets used or useful in a Similar Business of comparable orgreater value; provided that to the extent the consideration received consists of assets, at least 90% of the consideration received bythe transferor consists of assets or services that will be used in a business or business activity permitted hereunder; provided, further,that no Default or Event of Default has occurred and is continuing or would result therefrom;

(o) any Subsidiary of the Borrower or any other person (other than Holdings) may be merged, amalgamated orconsolidated with or into the Borrower, provided that (A) the Borrower shall be the surviving entity or (B) if the surviving entity isnot the Borrower (such other person, the “Successor Company”), (1) the Successor Company shall be an entity organized or existingunder the laws of the United States of America and (2) the Successor Company shall expressly assume all the obligations of theBorrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonablysatisfactory to the Administrative Agent (or, at the option of the Successor Company, new Loan Documents in substantially similarform or such other form reasonably satisfactory to the Administrative Agent);

(p) Dispositions of the Equity Interests of any Unrestricted Subsidiary;

(q) Dispositions in connection with refranchising transactions; provided that the Net Proceeds of suchDispositions with a fair market value (as determined in good faith by the Borrower) in excess of (i) the greater of (x) $5,000,000 and(y) 0.02 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period per individual transactionor series of related transactions or (ii) the greater of (A) $25,000,000 and (B) 0.11 times EBITDA calculated on a Pro Forma Basisfor the then most recently ended Test Period in the aggregate for all such transactions during any Fiscal Year shall be subject toSection 2.11(b);

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(r) [reserved];

(s) Dispositions of non-core assets acquired in connection with a Permitted Business Acquisition or otherPermitted Investment or made to obtain the approval of an anti-trust authority and any Dispositions made to comply with an order ofany agency or state authority or other regulatory body or any applicable law or regulation;

(t) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, applicablebuy/sell arrangements and/or similar binding arrangements;

(u) Dispositions, mergers, consolidations, amalgamations, conveyances, or similar events, in each case,constituting any part of a Permitted Reorganization or IPO Reorganization Transaction; and

(v) Dispositions of assets which are not Collateral in an amount not to exceed the greater of (x) $25,000,000 and(y) 0.11 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period during any Fiscal Year, which,if not used in any year, may be carried back to the immediately preceding Fiscal Year and carried forward to any subsequent FiscalYear.

Notwithstanding anything to the contrary contained in Section 6.05 above, no Disposition of assets underSection 6.05(g) or, solely with respect to Sale and Lease-Back Transactions referred to in clause (b)(y) of Section 6.03, underSection 6.05(d), shall be permitted unless (i) such Disposition is for at least fair market value (as determined in good faith by theBorrower), or if not for fair market value, the shortfall is permitted as an Investment under Section 6.04 and (ii) at least 75% of theproceeds of such Disposition (except to Loan Parties) consist of cash or Permitted Investments; provided that the provisions of thisclause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (asdetermined in good faith by the Borrower) of less than the greater of (x) $25,000,000 and (y) 0.11 times EBITDA calculation on aPro Forma basis for the then most recently ended Test Period or to other transactions involving assets with a fair market value (asdetermined in good faith by the Borrower) of not more than the greater of (x) $50,000,000 and (y) 0.22 times EBITDA calculated ona Pro Forma basis for the then most recently ended Test Period in the aggregate for all such transactions during any Fiscal Year;provided, further, that for purposes of this clause (ii), each of the following shall be deemed to be cash: (a) the amount of anyliabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed bythe transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other obligations orother securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or suchSubsidiary into cash within 180 days after receipt thereof (to the extent of the cash received), (c) any Designated Non-CashConsideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (asdetermined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant tothis clause (c) that is at that time outstanding, not to exceed the greater of (x) $75,000,000 and (y) 0.33 times EBITDA calculated ona Pro Forma basis for the most recently ended Test Period (with the fair market value of each item of Designated Non-CashConsideration being measured at the time received and without giving effect to subsequent changes in value), (d) the amount ofIndebtedness of any Subsidiary that is no longer a Subsidiary as a result of the Asset Sale, to the extent that Holdings, the Borrowerand each Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Asset Sale and (e)consideration consisting of Indebtedness of the Borrower or a Subsidiary (other than Indebtedness that is subordinated in right ofpayment to the Loan Obligations) received from persons who are not Holdings, the Borrower or a Subsidiary in connection with

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

the Asset Sale and that is cancelled. For purposes of this Section 6.05, the fair market value of any assets Disposed of by theBorrower or any Subsidiary shall be determined in good faith by the Borrower and may be determined either, at the option of theBorrower, at the time of such Disposition or as of the date of the definitive agreement with respect to such Disposition.

For purposes of determining compliance with this Section 6.05, (A) a Disposition need not be permitted solely byreference to one category of permitted Disposition (or any portion thereof) described in this Section 6.05 but may be permitted inpart under any combination thereof and (B) in the event that a Disposition (or any portion thereof) meets the criteria of one or moreof the categories of permitted Disposition (or any portion thereof) described this Section 6.05, the Borrower may, in its solediscretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time) such Disposition (or anyportion thereof) in any manner that complies with this Section 6.05 and at the time of such Disposition, classification orreclassification will be entitled to only include the amount and type of such Disposition (or any portion thereof) in one of the aboveclauses (or any portion thereof) and such Disposition (or any portion thereof) will be treated as being made or existing pursuant toonly such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or any portion thereof) whencalculating the amount of Dispositions that may be made, classified or reclassified pursuant to any other clause (or portion thereof)at such time.

Notwithstanding the foregoing, in no event shall any Loan Party be permitted to dispose of any Material IntellectualProperty, whether as a Disposition, Investment, Restricted Payment or otherwise, except in the ordinary course of such Loan Party’sbusiness.

Section 1.06 Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction ofcapital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (otherthan dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other thanDisqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire orotherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of the Borrower’s or its Subsidiaries’ EquityInterests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other thanDisqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares) (all of the foregoing, “RestrictedPayments”); provided, however, that:

(a) Restricted Payments may be made to the Borrower or any Subsidiary of the Borrower (but, in the case of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each otherowner of Equity Interests of such Subsidiary only on a pro rata basis (or more favorable basis from the perspective of the Borroweror such Subsidiary) based on their relative ownership interests);

(b) Restricted Payments may be made in respect of general corporate operating and overhead, legal, accountingand other professional fees and expenses of the Borrower, Holdings or any other Parent Entity, fees and expenses related to anypublic offering or private placement of Equity Interests or Indebtedness of the Borrower, Holdings or any other Parent Entity,whether or not consummated, franchise and similar Taxes and other fees and expenses in connection with the maintenance of theBorrowers’, Holdings’ (or any other Parent Entity’s) existence and Holdings’ (or any other Parent Entity’s indirect) ownership of theBorrower, payments permitted by Section 6.07(b) (other than Section 6.07(b)(vii)), (a) in respect of any taxable period for whichthe Borrower and/or any of its Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar Tax group forU.S. federal and/or applicable state, local or foreign Tax purposes of which a direct or indirect parent of the Borrower is the commonparent, or for which the Borrower is a disregarded entity for U.S.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

federal income Tax purposes that is wholly owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state,local or foreign Tax purposes, Restricted Payments to any direct or indirect parent of the Borrower in an amount not to exceed theamount of any U.S. federal, state, local and/or foreign income Taxes that the Borrower and/or its Subsidiaries, as applicable, wouldhave paid for such taxable period had the Borrower and/or its Subsidiaries, as applicable, been a stand-alone taxpayer or a stand-alone group reduced by any such Taxes paid or to be paid directly by the Borrower or its Subsidiaries; provided that any suchRestricted Payments attributable to Tax liability in respect of income of an Unrestricted Subsidiary shall be permitted only to theextent that cash distributions or payments were made by such Unrestricted Subsidiary (or another Unrestricted Subsidiary) to theBorrower or one of its Subsidiaries for such purpose in an aggregate amount that the Borrower determines in its reasonablediscretion is necessary to pay such Tax liability on behalf of such Unrestricted Subsidiary, and (b) in respect of any taxable periodfor which the Borrower is a partnership or disregarded entity for U.S. federal and/or applicable state, local or foreign Tax purposes(other than a disregarded entity that is wholly owned (directly or indirectly) by a C corporation for U.S. federal and/or applicablestate, local or foreign Tax purposes), Restricted Payments to any direct or indirect owner of the Borrower, on a pro rata basis, in anamount necessary to permit such person (or, if such person is a pass-through entity for U.S. federal income tax purposes, its direct orindirect owners) (I) to pay its U.S. federal, state, local and/or foreign income Taxes (as applicable) attributable to the taxable incomeof Borrower and its Subsidiaries (notwithstanding the differing actual tax liabilities of, and disproportionate allocation of taxableincome to, such direct or indirect owners, pursuant to Section 704(c) of the Internal Revenue Code of 1986, as amended (the“Internal Revenue Code”) or otherwise) with respect to such taxable period (assuming that each owner is subject to Tax at thehighest combined marginal federal, state and/or, local income Tax rate applicable to any owner for such taxable period and takinginto account the deductibility of state and local income Taxes for U.S. federal income Tax purposes (and any limitations thereon),any losses of the Borrower and its Subsidiaries that are available to reduce taxable income (taking into account the limitations on theuse of net operating losses by taxable corporations), and the character of any income, gain or loss; but not taking into account anybasis step-ups under Section 734(b) or Section 743(b) of the Code and (II) without duplication of clause (I), to comply withobligations of the Borrower, Holdings or any other Parent Entity under any customary (as determined by the Borrower in good faith)“tax receivable agreement” established in connection with a Qualified IPO of the Borrower, Holdings or such other Parent Entity(assuming that each owner has such obligation under any such tax receivable agreement); provided that (x) Restricted Paymentsunder clause (II) shall be permitted with respect to such taxable period only to the extent that the Restricted Payments under clause(I) with respect to such taxable period are insufficient for Holdings or the applicable Parent Entity to comply with its obligationsunder any such tax receivable agreement and (y) any accelerated lump sum amount payable under such tax receivable agreement byreason of any early termination of any such tax receivable agreement or otherwise shall not be permitted under clause (II) to theextent such amount exceeds the amount that would have been payable under such tax receivable agreement in the absence of suchacceleration and customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors,employees and consultants of the Borrower, Holdings or any other Parent Entity, in each case in order to permit the Borrower,Holdings or any other Parent Entity to make such payments; provided that in the case of subclauses (i) and (iii), the amount of suchRestricted Payments shall not exceed the portion of any amounts referred to in such subclauses (i) and (iii) that are allocable to theBorrower and the Subsidiaries (which (x) shall be 100% at any time that, as the case may be, (1) Holdings owns no material assetsother than the Equity Interests of the Borrower and assets incidental to such equity ownership or (2) any other Parent Entity ownsdirectly or indirectly no material assets other than Equity Interests of the Borrower and any other Parent Entity and assets incidentalto such equity ownership and (y) in all other cases shall be as determined in good faith by the Borrower);

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) Restricted Payments may be made to the Borrower or Holdings, the proceeds of which are used to purchase orredeem the Equity Interests of the Borrower, Holdings or any other Parent Entity (including related stock appreciation rights orsimilar securities) held by future, current or former directors, consultants, officers, members of management or employees (and theirrespective estates, heirs, family members, spouses, domestic partners, former spouses or former domestic partners) of Holdings, anyother Parent Entity, the Borrower or any of the Subsidiaries pursuant to any Plan or any shareholders’ or limited liability companyagreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of anysuch Plan or any other agreement under which such shares of stock or related rights were issued or otherwise; provided that theaggregate amount of such purchases or redemptions under this clause (c) purchased other than upon such person’s death, disability,retirement or termination of employment or pursuant to any Plan or stock rights agreement shall not exceed in any Fiscal Year,which, if not used in any Fiscal Year, may be carried back to the immediately preceding Fiscal Year and carried forward to anysubsequent Fiscal Year, the sum of (1) (i) prior to a Qualified IPO, the greater of (x) $30,000,000 and (y) 0.13 times EBITDAcalculated on a Pro Forma Basis for the then most recently ended Test Period and (ii) following a Qualified IPO, the greater of (x)$40,000,000 and (y) 0.17 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, plus (2) theamount of net proceeds contributed to the Borrower that were received by the Borrower, Holdings or any other Parent Entity duringsuch Fiscal Year from sales of Equity Interests of the Borrower, Holdings or any other Parent Entity to directors, consultants,officers or employees of Holdings any other Parent Entity, the Borrower or any Subsidiary in connection with permitted employeecompensation and incentive arrangements (provided that such proceeds are not included in any determination of the CumulativeCredit), plus (3) the amount of net proceeds of any key-man life insurance policies received during such Fiscal Year, plus (4) theamount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings, any other ParentEntity, the Borrower or the Subsidiaries in connection with the Transactions that are foregone in return for the receipt of EquityInterests; provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from officers, directors andmembers of management of Holdings, any other Parent Entity, the Borrower or the Subsidiaries in connection with a repurchase ofEquity Interests of the Borrower, Holdings or any other Parent Entity will not be deemed to constitute a Restricted Payment forpurposes of this Section 6.06;

(d) any person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stockoptions if such Equity Interests represent a portion of the exercise price of such options;

(e) Restricted Payments may be made in an aggregate amount equal to a portion of the Cumulative Credit on thedate of such election that the Borrower elects to apply to this Section 6.06(e);

(f) [reserved;]

(g) Restricted Payments may be made to pay, or to allow the Borrower, Holdings or any other Parent Entity tomake payments, in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion orexchange of Equity Interests of any such person;

(h) after a Qualified IPO, Restricted Payments may be made to pay, or to allow the Borrower, Holdings or anyother Parent Entity to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amountper annum equal to the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

sum of (x) 6% of the net cash proceeds received from such Qualified IPO plus (y) 6% of the Market Capitalization;

(i) Restricted Payments may be made to the Borrower, Holdings or any other Parent Entity to finance anyInvestment that if made by the Borrower or any Subsidiary directly would be permitted to be made pursuant to Section 6.04;provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) suchparent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to becontributed to the Borrower or a Subsidiary (other than an Unrestricted Subsidiary) or (2) the merger, consolidation or amalgamation(to the extent permitted in Section 6.05) of the person formed or acquired into the Borrower or a Subsidiary in order to consummatesuch Permitted Business Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10 and (C) suchInvestment shall not be included in the calculation of the Cumulative Credit;

(j) other Restricted Payments may be made in an aggregate amount not to exceed the greater of (i) $40,000,000and (ii) 0.17 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period during any Fiscal Yearwhich, if not used in any such year, may be carried back to the immediately preceding Fiscal Year and carried forward to anysubsequent Fiscal Year;

(k) [reserved];

(l) the Specified Dividend;

(m) other Restricted Payments may be made; provided that no Event of Default has occurred and is continuing orwould result therefrom and after giving effect to such Restricted Payment, the Net First Lien Leverage Ratio on a Pro Forma Basiswould not exceed 3.75 to 1.00;

(n) Restricted Payments may be made in respect of purchases of receivables pursuant to a ReceivablesRepurchase Obligation in connection with a Qualified Receivables Financing or in a factoring or similar transaction and the paymentor distribution of Receivables Fees;

(o) Restricted Payments constituting any part of a Permitted Reorganization or IPO Reorganization Transaction;and

(p) Restricted Payments constituting Equity Interests of, or Indebtedness owed to the Borrower or a Subsidiaryby, an Unrestricted Subsidiary (or a Subsidiary that owns an Unrestricted Subsidiary so long as such Subsidiary owns no assets otherthan Equity Interests of an Unrestricted Subsidiary); provided that the primary asset of such Unrestricted Subsidiary is not cash orcash equivalents.

Notwithstanding anything herein to the contrary the foregoing provisions of this Section 6.06 will not prohibit thepayment of any Restricted Payment or the consummation of any redemption, purchase, defeasance or other payment within 60 daysafter the date of declaration thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such noticesuch payment would have complied with the provisions of this Agreement.

For purposes of determining compliance with this Section 6.06, (A) a Restricted Payment need not be permittedsolely by reference to one category of permitted Restricted Payments (or any portion thereof) described in this Section 6.06 but maybe permitted in part

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

under any combination thereof and (B) in the event that a Restricted Payment (or any portion thereof) meets the criteria of one ormore of the categories of permitted Restricted Payments (or any portion thereof) described this Section 6.06, the Borrower may, inits sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time) such RestrictedPayment (or any portion thereof) in any manner that complies with this Section 6.06 and at the time of such Restricted Payment,classification or reclassification will be entitled to only include the amount and type of such Restricted Payment (or any portionthereof) in one of the above clauses (or any portion thereof) and such Restricted Payment (or any portion thereof) will be treated asbeing made or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item(or any portion thereof) when calculating the amount of Restricted Payments that may be made, classified or reclassified pursuant toany other clause (or portion thereof) at such time.

Section 1.07 Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property orassets from, or otherwise engage in any other transaction with, any of its Affiliates (other than Holdings, the Borrower and theSubsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a transaction (or series of relatedtransactions) involving aggregate consideration in excess of the greater of (x) $15,000,000 and (y) 0.07 times EBITDA calculated ona Pro Forma Basis for the then most recently ended Test Periods, unless such transaction is otherwise permitted (or required) underthis Agreement or upon terms that are substantially no less favorable to the Borrower or such Subsidiary, as applicable, than wouldbe obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directorsof the Borrower or such Subsidiary in good faith.

(b) The foregoing clause (a) shall not prohibit, to the extent otherwise permitted under this Agreement,

(i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuantto, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plansapproved by the Board of Directors of the Borrower (or Holdings or any other Parent Entity),

(ii) loans or advances to employees or consultants of Holdings (or any other Parent Entity), the Borroweror any of the Subsidiaries in accordance with Section 6.04(e), or the Guarantee of loans to any such employees or consultantsin accordance with Section 6.01(b)(ii),

(iii) transactions among the Borrower or any Subsidiary or any entity that becomes a Subsidiary as a resultof such transaction (including via merger, consolidation or amalgamation in which the Borrower or a Subsidiary is thesurviving entity),

(iv) (A) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers,consultants and employees of Holdings, any other Parent Entity, the Borrower and the Subsidiaries in the ordinary course ofbusiness or for payment in connection with services rendered not otherwise prohibited hereunder (limited, in the case of anyParent Entity, to the portion of such fees and expenses that are allocable to the Borrower and its Subsidiaries (which (x) shallbe 100% for so long as such Parent Entity owns no assets other than the Equity Interests of the Borrower, Holdings or anyother Parent Entity and assets incidental to the ownership of the Borrower and the Subsidiaries and (y) in all other cases, shallbe as determined in good faith by management of the Borrower (or Holdings or any other Parent Entity)) and (B)

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

the payment of expenses and indemnities to the BDT Investor in connection with its ownership and management of theBorrower and its Subsidiaries,

(v) if applicable, the Transactions and any transactions pursuant to the Loan Documents and permittedtransactions, agreements and arrangements in existence on the Closing Date and, to the extent involving aggregateconsideration in excess of $5,000,000, set forth on Schedule 6.07 or any amendment thereto or replacement thereof or similararrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a wholein any material respect (as determined by the Borrower in good faith),

(vi) (A) any employment agreements entered into by the Borrower or any of the Subsidiaries in theordinary course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of EquityInterests pursuant to put/call rights or similar rights with employees, officers or directors, and (C) any employeecompensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and anyreasonable employment contract and transactions pursuant thereto,

(vii) Restricted Payments permitted under Section 6.06, including payments to the Borrower, Holdings (andany other Parent Entity), and Investments permitted under Section 6.04,

(viii) any purchase by Holdings of the Equity Interests of the Borrower; provided that any Equity Interestsof the Borrower purchased by Holdings (prior to a Qualified IPO of the Borrower) shall be pledged to the Collateral Agent(the relevant certificates or other instruments (if any) representing such Equity Interests shall be delivered to the CollateralAgent) on behalf of the Lenders to the extent required by the Security Agreement,

(ix) payments by the Borrower or any of the Subsidiaries to the BDT Investor made for any financialadvisory, financing, underwriting or placement services or in respect of other investment banking activities, including inconnection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of theBorrower (or Holdings or any other Parent Entity) or of the Borrower in good faith,

(x) transactions for the purchase or sale of goods, equipment, products, parts and services entered into inthe ordinary course of business,

(xi) any transaction in respect of which the Borrower or any Subsidiary delivers to the AdministrativeAgent a letter addressed to the Board of Directors of the Borrower (or Holdings or any other Parent Entity) or of anySubsidiary from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is inthe good faith determination of the Borrower (or Holdings or any other Parent Entity) or any Subsidiary, as applicable,qualified to render such letter, which letter states that (i) such transaction is on terms that are substantially no less favorableto the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with aperson that is not an Affiliate or (ii) such transaction is fair to the Borrower or such Subsidiary, as applicable, from afinancial point of view,

(xii) the payment of all fees, expenses, bonuses and awards related to the Transactions, including fees to theBDT Investor,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(xiii) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts andservices entered into in the ordinary course of business or consistent with past practice or industry norm,

(xiv) the issuance, sale or transfer of Equity Interests of any Subsidiary to the Borrower (or of the Borrowerto Holdings) and capital contributions by Holdings to the Borrower (or by the Borrower to any Subsidiary),

(xv) the issuance of Equity Interests of Holdings or any other Parent Entity to the management of Holdings,any other Parent Entity, the Borrower or any Subsidiary in connection with the Transactions,

(xvi) payments by Holdings (or any other Parent Entity), the Borrower and the Subsidiaries pursuant to aTax sharing agreement or arrangement (whether written or as a matter of practice) that complies with clause (v) of Section6.06(b),

(xvii) any transaction effected as part of a Qualified Receivables Financing,

(xviii) payments, loans (or cancellation of loans) or advances to employees or consultants that are (i)approved by a majority of the Disinterested Directors of the Borrower (or Holdings or any other Parent Entity) or anySubsidiary in good faith, (ii) made in compliance with applicable law and (iii) otherwise permitted under this Agreement,

(xix) transactions with customers, clients or suppliers, or purchasers or sellers of goods or services, in eachcase in the ordinary course of business or consistent with past practice or industry norm otherwise in compliance with theterms of this Agreement that are fair to the Borrower or its Subsidiaries (in the good faith determination of the Borrower (orHoldings or any other Parent Entity)),

(xx) transactions between the Borrower or any of the Subsidiaries and any person, a director of which isalso a director of the Borrower or any direct or indirect parent company of the Borrower; provided, however, that (A) suchdirector abstains from voting as a director of the Borrower or such direct or indirect parent company, as the case may be, onany matter involving such other person and (B) such person is not an Affiliate of the Borrower for any reason other than suchdirector’s acting in such capacity,

(xxi) transactions permitted by, and complying with, the provisions of Section 6.05,

(xxii) intercompany transactions undertaken in the good faith determination of the Borrower for the purposeof improving the consolidated Tax efficiency of the Borrower and its Subsidiaries and not for the purpose of circumventingany covenant set forth herein, and

(xxiii) transactions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction.

Section 1.08 [Reserved].

Section 1.09 Limitation on Payments and Modifications of Indebtedness. Amend or modify in any manner materiallyadverse to the Lenders when taken as a whole (as determined in

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

good faith by the Borrower), or grant any waiver or release under or terminate in any manner (if such granting or termination shallbe materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower)), the articles or certificateof incorporation, by-laws, limited liability company operating agreement, partnership agreement or other organizational orconstitutive documents of the Borrower, the Euro Borrower or any of the Subsidiary Loan Parties.

(b) (i) Make, directly or indirectly, any payment or other distribution (whether in cash, securities or otherproperty) of, or in respect of, principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash,securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,acquisition, cancellation or termination in respect of any Junior Financing in excess of the greater of (x) $10,000,000 and (y) 0.04times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (a “Restricted Debt Payment”), exceptfor:

(A) Refinancings with any Indebtedness permitted to be incurred under Section 6.01 (which, to theextent such Indebtedness being refinanced is secured by Junior Liens, such refinancing Indebtedness shall beunsecured or secured on a junior lien basis);

(B) payments of regularly-scheduled interest and fees due thereunder, other non-principal paymentsthereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereonnecessary to avoid the Junior Financing of the Borrower or any Subsidiary from constituting “applicable high yielddiscount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement is then ineffect, principal on the scheduled maturity date of any Junior Financing (or within twelve months thereof);

(C) Restricted Debt Payments with the proceeds contributed to the Borrower or any of itsSubsidiaries from the issuance, sale or exchange by Holdings (or any other Parent Entity) of Equity Interests that arenot Disqualified Stock made within eighteen months prior thereto; provided that such proceeds are not included inany determination of the Cumulative Credit or as a Cure Amount;

(D) [reserved];

(E) Restricted Debt Payments prior to any scheduled maturity made, in an aggregate amount, not toexceed the portion of the Cumulative Credit on the date of such election that the Borrower elects to apply to thisSection 6.09(b)(i)(E);

(F) other Restricted Debt Payments in an aggregate amount (valued at the time of the makingthereof and without giving effect to any subsequent change in value) not to exceed the greater of (x) $75,000,000 and(y) 0.33 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;

(G) conversion of Junior Financing to, or prepayments or redemptions with the proceeds of,Qualified Equity Interests, that do not increase the Cumulative Credit or as a Cure Amount;

(H) [reserved]; and

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(I) other Restricted Debt Payments; provided that no Event of Default has occurred and iscontinuing or would result therefrom and, after giving effect to such payment or distribution, the Net First LienLeverage Ratio on a Pro Forma Basis would not exceed 4.00 to 1.00; or

(ii) Amend or modify, or permit the amendment or modification of, any provision of any Junior Financingthat constitutes Material Indebtedness, or any agreement, document or instrument evidencing or relating thereto, other thanamendments or modifications that (A) are not materially adverse to the interests of the Lenders when taken as a whole (asdetermined in good faith by the Borrower) and that do not affect the subordination or payment provisions thereof (if any) in amanner materially adverse to the interests of the Lenders when taken as a whole (as determined in good faith by theBorrower) or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness.”

The amount of Restricted Debt Payments that may be made at any time pursuant to Section 6.09(b)(i)(F) may, at theelection of the Borrower, be increased by the amount of Restricted Payments that could be made at such time under Section 6.06(j);provided that the amount of each such increase in respect of Section 6.06(j) shall be treated as having been used under Section6.06(j).

For purposes of determining compliance with this Section 6.09(b), (A) a Restricted Debt Payment need not bepermitted solely by reference to one category of permitted Restricted Payments (or any portion thereof) described in this Section6.09(b) but may be permitted in part under any combination thereof and (B) in the event that a Restricted Debt Payment (or anyportion thereof) meets the criteria of one or more of the categories of permitted Restricted Payments (or any portion thereof)described this Section 6.09(b), the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (asif incurred at such later time) such Restricted Debt Payment (or any portion thereof) in any manner that complies with this Section6.09(b) and at the time of such Restricted Debt Payment, classification or reclassification will be entitled to only include the amountand type of such Restricted Debt Payment (or any portion thereof) in one of the above clauses (or any portion thereof) and suchRestricted Debt Payment (or any portion thereof) will be treated as being made or existing pursuant to only such clause or clauses (orany portion thereof) without giving pro forma effect to such item (or any portion thereof) when calculating the amount of RestrictedDebt Payments that may be made, classified or reclassified pursuant to any other clause (or portion thereof) at such time.

(c) Permit any Subsidiary Loan Party to enter into any agreement or instrument that by its terms restricts thegranting of Liens by the Borrower or such Subsidiary Loan Party pursuant to the Security Documents, in each case other than thosearising under any Loan Document, except, in each case, restrictions existing by reason of:

(A) restrictions imposed by applicable law;

(B) contractual encumbrances or restrictions in effect on the Closing Date, including underIndebtedness existing on the Closing Date that is permitted under Section 6.01(a) or any agreements related to anyPermitted Refinancing Indebtedness in respect of any such Indebtedness and, in each case, any similar contractualencumbrances or restrictions and any amendment, modification, supplement, replacement or refinancing of suchagreements or instruments that does not materially expand the scope of any such encumbrance or restriction (asdetermined in good faith by the Borrower);

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(C) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale ordisposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition;

(D) customary provisions in joint venture agreements and other similar agreements applicable tojoint ventures entered into in the ordinary course of business;

(E) any restrictions imposed by any agreement relating to secured Indebtedness permitted by thisAgreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

(F) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant toSection 6.01 or Permitted Refinancing Indebtedness in respect thereof, to the extent such restrictions are notmaterially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms atthe time of issuance (in each case as determined in good faith by the Borrower);

(G) customary provisions contained in leases or licenses of Intellectual Property and other similaragreements entered into in the ordinary course of business;

(H) customary provisions restricting subletting or assignment of any lease governing a leaseholdinterest;

(I) customary provisions restricting assignment of any agreement entered into in the ordinarycourse of business;

(J) customary restrictions and conditions contained in any agreement relating to the sale, transfer,lease or other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer,lease or other disposition;

(K) customary restrictions and conditions contained in the document relating to any Lien, so longas (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to suchLien, and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed bythis Section 6.09;

(L) customary net worth provisions contained in Real Property leases entered into by Subsidiaries,so long as the Borrower has determined in good faith that such net worth provisions would not reasonably beexpected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations;

(M) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as suchagreement was not entered into in contemplation of such person becoming a Subsidiary;

(N) restrictions in agreements representing Indebtedness permitted under Section 6.01 of aSubsidiary that is not a Subsidiary Loan Party;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(O) customary restrictions contained in leases, subleases, licenses or Equity Interests or asset saleagreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subjectthereto;

(P) restrictions on cash or other deposits imposed by customers under contracts entered into in theordinary course of business;

(Q) (i) any encumbrance or restriction of a Receivables Subsidiary effected in connection with aQualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary and (ii)Standard Securitization Undertakings; and

(R) any encumbrances or restrictions of the type referred to in Sections 6.09(c)(i) and 6.09(c)(ii)above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,replacements or refinancings of or similar arrangements to the contracts, instruments or obligations referred to inclauses (A) through (Q) above; provided that such amendments, modifications, restatements, renewals, increases,supplements, refundings, replacements, refinancings or similar arrangements are, in the good faith judgment of theBorrower, not materially more restrictive with respect to such dividend and other payment restrictions than thosecontained in the dividend or other payment restrictions as contemplated by such provisions prior to such amendment,modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement.

Section 1.10 [Reserved].

Section 1.11 Financial Covenant. With respect to the Revolving Facility only, permit the Net First Lien Leverage Ratio asof the last day of any fiscal quarter (beginning with the fiscal quarter ending June 30, 2021), solely to the extent that on such date theTesting Condition is satisfied, to exceed 7.00 to 1.0.

Section 1.12 Tax residence. With respect to the Euro Borrower only, change its residence for Tax purposes.

ARTICLE VIA

HoldingsNegativeCovenants

Notwithstanding any other provision of this Agreement, Holdings hereby covenants and agrees with each Lender that,from and after the Holdings Formation Date (if any) and until the Termination Date, unless the Required Lenders shall otherwiseconsent in writing:

(a) subject to paragraph (b) below, it shall not own or acquire any material assets (other than cash and cashequivalents) or engage in any material business or activity other than the ownership of all the outstanding Equity Interests in theBorrower and activities incidental thereto, the maintenance of its corporate existence and activities incidental thereto, includinggeneral and corporate overhead, activities required to comply with applicable laws, the receipt of, or the making of, RestrictedPayments, in each case, to the extent not prohibited by Section 6.06 and not inconsistent with paragraph (b) below, the obtainmentof, and the payment of, any fees and expenses for management, consulting, investment banking and advisory services to the extentotherwise permitted by this Agreement, compliance with its obligations under the Loan Documents or any credit agreement,indenture or other agreement in

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

respect of Indebtedness not prohibited under Section 6.01, substantially concurrently with any issuance of IPO Equity, theredemption, purchase or retirement of any Equity Interests of Holdings, any other Parent Entity or the Borrower using the proceedsof, or conversion or exchange of any Equity Interests of Holdings, any other Parent Entity or the Borrower for, such IPO Equity, inconnection with, and following the completion of, a Qualified IPO, activities necessary or reasonably advisable for or incidental tothe initial registration and listing of Holdings’ or any other Parent Entity’s or the Borrower’s Equity Interests and the continuedexistence of Holdings, any other Parent Entity or the Borrower as a public company, activities incidental to legal, tax andaccounting matters in connection with any of the foregoing activities, including without limitation the provision of managementservices to the Borrower and its Subsidiaries, entering into confidentiality agreements, and maintaining insurance, activitiesincidental to the administration of and participation in any stock option plan or other long term incentive plan of any Parent Entity; the creation, incurrence, assumption or existence of any Indebtedness or other liabilities not prohibited by paragraph (b) or (c) belowand activities incidental to Permitted Business Acquisitions or similar Investments consummated by the Borrower and theSubsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to suchPermitted Business Acquisitions or similar Investments;

(b) the only Equity Interests which Holdings shall hold shall be the Equity Interests in the Borrower and the onlyIndebtedness in respect of which Holdings shall be the creditor shall be loans or other Indebtedness to the Borrower and itsSubsidiaries which are not prohibited under this Agreement;

(c) it shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except Indebtednesscreated or permitted to be incurred under the Loan Documents and any Guarantee of Indebtedness permitted under Section 6.01;and

(d) it shall not create, incur, assume or permit to exist any Lien other than Liens created under the LoanDocuments and Liens permitted by Section 6.02 on any of the Equity Interests issued by the Borrower held by Holdings orintercompany receivables held by Holdings.

Article VII

EventsofDefault

Section 1.01 Events of Default. In case any of the following events, as applicable to the Euro Borrower, the Borrower andits Material Subsidiaries and, where set forth below, Holdings (each, an “Event of Default”):

(a) any representation or warranty made or deemed made by the Borrower or any Subsidiary herein or in anyother Loan Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false ormisleading in any material respect when so made or deemed made and such false or misleading representation or warranty (ifcurable) shall remain false or misleading for a period of 30 days after the earlier of (i) notice thereof from the Administrative Agentto the Borrower and (ii) a Responsible Officer of any Company Party having obtained knowledge thereof;

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due andpayable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) default shall be made in the payment of any interest on any Loan or the reimbursement with respect to anyL/C Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in clause (b) above) due underany Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a periodof five Business Days;

(d) default shall be made in the due observance or performance by Holdings (to the extent applicable to it), theBorrower or the Euro Borrower of any covenant, condition or agreement contained in, Sections 5.01(a), 5.05(a) or 5.06(b), ArticleVI or Article VIA; provided that the failure to observe or perform the Financial Covenant shall not in and of itself constitute anEvent of Default with respect to any Term Facility unless the Required Revolving Facility Lenders have terminated the RevolvingFacility Commitment and have accelerated any Revolving Facility Loans then outstanding as a result of such breach;

(e) default shall be made in the due observance or performance by Holdings (to the extent applicable to it), theBorrower or any of the Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than thosespecified in clauses (b), (c) and (d) above) and such default shall continue unremedied for a period of 30 days after the earlier of (i)notice thereof from the Administrative Agent to the Borrower and (ii) a Responsible Officer of any Company Party having obtainedknowledge thereof;

(f) the Borrower, the Euro Borrower, any other Loan Party fails to observe or perform any agreement orcondition relating to any Material Indebtedness that (A) results in any Material Indebtedness becoming due prior to its scheduledmaturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any MaterialIndebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness, as applicable, to become due, or torequire the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that (x) this clause(f) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assetssecuring such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednessand (y) for the avoidance of doubt, no Default or Event of Default shall result hereunder as a result of any failure, breach or defaultthat would have otherwise occurred under clauses (A) or (B) but for any notice period or grace period while such notice or graceperiod remains in effect;

(g) there shall have occurred a Change in Control;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competentjurisdiction seeking (i) relief in respect of the Borrower, the Euro Borrower, any other Loan Party or any other Material Subsidiary,or of a substantial part of the property or assets of the Borrower, the Euro Borrower or any Material Subsidiaries that are LoanParties, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreignbankruptcy, insolvency, moratorium, judicial management, receivership or similar law, (ii) the appointment of a receiver, liquidator,administrative receiver, compulsory manager, receiver and manager, administrator, judicial manager, provisional liquidator, trustee,custodian, sequestrator, conservator or similar officer or official for the Borrower, the Euro Borrower or any of the MaterialSubsidiaries that are Loan Parties or for a substantial part of the property or assets of the Borrower, the Euro Borrower or any of theMaterial Subsidiaries that are Loan Parties or (iii) the winding-up or liquidation of the Borrower, the Euro Borrower or any MaterialSubsidiary that is a Loan Party (except in a transaction permitted hereunder); and such proceeding or petition shall continueundismissed for thirty (30) days or an order or decree approving or ordering any of the foregoing shall be entered;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(i) the Borrower, the Euro Borrower or any other Material Subsidiary shall (i) voluntarily commence anyproceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, orany other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail tocontest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (h) above, (iii) apply foror consent to the appointment of a receiver, insolvency practitioner, judicial manager, trustee, custodian, sequestrator, conservator orsimilar official for the Borrower, the Euro Borrower or any Material Subsidiary that is a Loan Party or for a substantial part of theproperty or assets of the Borrower, the Euro Borrower or any other Material Subsidiary, (iv) file an answer admitting the materialallegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors,(vi) commence any legal proceedings or court procedure in relation to an insolvency or in relation to any restructuring by way of ascheme of arrangement (for the avoidance of doubt, this shall not include any solvent reorganization), or (vii) become unable oradmit in writing its inability or fail generally to pay its debts as they become due;

(j) the failure by the Borrower, the Euro Borrower or any Material Subsidiary that is a Loan Party to pay one ormore final monetary judgments in an aggregate amount in excess of the greater of (x) $75,000,000 and (y) 0.33 times EBITDAcalculated on a Pro Forma Basis for the then most recently ended Test Period (to the extent not covered by insurance and third partyindemnities), which judgments are not discharged or effectively waived or stayed for a period of thirty (30) consecutive days;

(k) (i) an ERISA Event shall have occurred or (ii) the Borrower or any Material Subsidiary shall engage in any“prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and in each case,such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a MaterialAdverse Effect; or

(l) (i) any Loan Document shall for any reason be asserted in writing by Holdings, the Borrower or any MaterialSubsidiary not to be a legal, valid and binding obligation of any party thereto (other than in accordance with its terms), (ii) anysecurity interest purported to be created by any Security Document and to extend to assets that constitute a material portion of theCollateral shall cease to be, or shall be asserted in writing by the Borrower or any other Loan Party not to be (other than, in eachcase, in accordance with its terms), a valid and perfected security interest (perfected as or having the priority required by thisAgreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) inthe securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from thefailure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under theSecurity Agreement or to file Uniform Commercial Code continuation statements or take the actions described on Schedule 3.04 andexcept to the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonablysatisfied with the credit of such insurer, or (iii) a material portion of the Guarantees pursuant to the Security Documents by Holdings,the Borrower or the Material Subsidiaries guaranteeing the Secured Obligations shall cease to be in full force and effect (other thanin accordance with the terms thereof), or shall be asserted in writing by Holdings, the Borrower or any Material Subsidiary not to bein effect or not to be legal, valid and binding obligations (other than in accordance with the terms thereof);

then, and in every such event (other than (x) an event with respect to the Borrower or the Euro Borrower under the U.S. BankruptcyCode described in clause (h) or (i) above and (y) an event described in clause (d) above arising with respect to a failure to complywith the Financial

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Covenant, unless the Required Revolving Facility Lenders have terminated the Revolving Facility Commitment and haveaccelerated the Revolving Facility Loans then outstanding as a result of such breach), and at any time thereafter during thecontinuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower or EuroBorrower (as applicable), take any or all of the following actions, at the same or different times: (i) terminate forthwith theCommitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principalof the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all otherliabilities of the Borrower or the Euro Borrower, as applicable, accrued hereunder and under any other Loan Document, shallbecome forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are herebyexpressly waived by the Borrower and the Euro Borrower, anything contained herein or in any other Loan Document to the contrarynotwithstanding and (iii) if the Loans have been declared due and payable pursuant to clause (ii) above, demand Cash Collateralpursuant to Section 2.05(j); and in any event with respect to the Borrower or the Euro Borrower under the U.S. Bankruptcy Codedescribed in clause (h) or (i) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding,together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower or Euro Borrower, asapplicable, accrued hereunder and under any other Loan Document, shall automatically become due and payable and theAdministrative Agent shall be deemed to have made a demand for Cash Collateral to the full extent permitted under Section 2.05(j),without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower andthe Euro Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. In the case of anEvent of Default under clause (d) above arising with respect to a failure to comply with the Financial Covenant and at any timethereafter during the continuance of such event, subject to Section 7.03, the Administrative Agent, at the request of the RequiredRevolving Facility Lenders, shall, by notice to the Borrower or the Euro Borrower, as applicable, take either or both of the followingactions, at the same or different times: (i) terminate forthwith the Revolving Facility Commitments and (ii) declare the RevolvingFacility Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the RevolvingFacility Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all otherliabilities of the Borrower or the Euro Borrower (as applicable) accrued hereunder with respect to such Revolving Facility Loans,shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which arehereby expressly waived by the Borrower and the Euro Borrower, anything contained herein or in any other Loan Document to thecontrary notwithstanding.

Section 1.02 Treatment of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement, any amountreceived by the Administrative Agent or the Collateral Agent from any Company Party (or from proceeds of any Collateral)following any acceleration of the Loan Obligations under this Agreement or any Event of Default with respect to the Borrower orEuro Borrower under Section 7.01(i) or (j), in each case that is continuing, shall be applied: first, ratably, to pay any fees,indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower or EuroBorrower (other than in connection with any Secured Cash Management Agreement, Secured Hedge Agreement or any PermittedSupply Chain Obligations), second, ratably, to pay any fees, indemnities or expense reimbursements then due to the Lenders andIssuing Banks, third, towards payment of interest and fees then due from the Borrower or Euro Borrower hereunder, in each case,ratably among the parties entitled thereto in accordance with the amounts of interest, fees and payments then due to such parties, fourth, towards payment of unpaid principal of the Loans, principal of Swingline Loans, unreimbursed L/C Disbursements and otherSecured Obligations (including Secured Obligations of the Company Parties owing under or in respect of any Secured CashManagement Agreement or Secured Hedge Agreement or owing in respect of Permitted Supply

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Chain Obligations) then due from the Borrower, the Euro Borrower or any Subsidiary hereunder or thereunder, ratably among theparties entitled thereto in accordance with the amounts of such Secured Obligations then due to such parties, and last, the balance, ifany, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

Section 1.03 Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that theBorrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant,until the expiration of the fifteenth (15 ) Business Day subsequent to the date any Compliance Certificate is required to be deliveredpursuant to Section 5.04(c) (the “Cure Expiration Date”), the Borrower, Holdings or any other Parent Entity shall have the right toissue Permitted Cure Securities for cash or otherwise receive cash contributions to its capital, and in each case, to contribute anysuch cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the“Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a proforma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period thatcontains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under thisAgreement, by an amount equal to the Cure Amount; provided that in each four (4) consecutive fiscal quarter period there shall beat least two (2) fiscal quarters in which a Cure Right is not exercised, a Cure Right shall not be exercised more than five (5) timesduring the term of the Revolving Facility, for purposes of this Section 7.03, the Cure Amount shall be no greater than the amountrequired for purposes of complying with the Financial Covenant and there shall be no pro forma reduction in Indebtedness with theproceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respectof which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of UnrestrictedCash). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirementsof the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of therelevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and theapplicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.Until the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default arising with respect to a failure tocomply with the Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date hasoccurred without the Cure Amount having been received; provided, however, no Lender shall be required to fund any Loans and noIssuing Bank shall be required to issue, amend or extend any Letter of Credit until such time as the Borrower shall have received theCure Amount.

Article VIII

TheAgents

Section 1.01 Appointment.

(a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself andits Affiliates as potential counterparties to Secured Cash Management Agreements, Secured Hedge Agreements and the PermittedSupply Chain Obligations) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potentialcounterparties to Secured Cash Management Agreements, Secured Hedge Agreements and the Permitted Supply Chain Obligations)hereby irrevocably designates and appoints the

th

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the CollateralAgent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes theAdministrative Agent and the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of thisAgreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to theAdministrative Agent and the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with suchother powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, theAdministrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein,or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilitiesshall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent and the CollateralAgent.

(b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and the Swingline Lender (ifapplicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements, SecuredHedge Agreements or the Permitted Supply Chain Obligations) and each Issuing Bank (in such capacity and on behalf of itself andits Affiliates as potential counterparties to Secured Cash Management Agreements, Secured Hedge Agreements and the PermittedSupply Chain Obligations) hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes ofacquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the SecuredObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent(and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on theCollateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at thedirection of the Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) asthough the Collateral Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein withrespect thereto.

Each Secured Party hereby authorizes the Collateral Agent (whether or not by or through employees or agents): toexercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent underthe Security Documents, together with such powers and discretions as are reasonably incidental thereto; and to take such action onits behalf as may from time to time be authorized under or in accordance with the Security Documents.

Section 1.02 Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of their respectiveduties under this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on theCollateral (or any portion thereof)) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counseland other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence ormisconduct of any agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent may perform any and allof its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of itsduties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this ArticleVIII shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shallapply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activitiesas Administrative Agent. Each Agent may also from time to time, when it deems it to be necessary or desirable,

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”) withrespect to all or any part of the Collateral; provided that no such Subagent shall be authorized to take any action with respect to anyCollateral unless and except to the extent expressly authorized in writing by the Administrative Agent or the Collateral Agent.Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by an Agentto more fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, the Borrower shall, or shallcause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such Agent. Ifany Subagent, or successor thereto, shall become incapable of acting, resign or be removed, all rights, powers, privileges and dutiesof such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent or theCollateral Agent until the appointment of a new Subagent. No Agent shall be responsible for the negligence or misconduct of anyagent, attorney-in-fact or Subagent that it selects with reasonable care.

Section 1.03 Exculpatory Provisions. None of the Agents, or their respective Affiliates or any of their respective officers,directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by itor such person under or in connection with this Agreement or any other Loan Document (except to the extent that any of theforegoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or suchperson’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals,statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any otherLoan Document or in any certificate, report, statement or other document referred to or provided for in, or received by any Agentunder or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto toperform its obligations hereunder or thereunder. No Agent or Arranger shall have any duty or responsibility to disclose, and shall notbe liable for the failure to disclose, to any Lender or any Issuing Bank, any credit or other information concerning the business,prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates,that is communicated to, obtained or in the possession of, the Administrative Agent, any Arranger or any of their Related Parties inany capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the AdministrativeAgent herein. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance ofany of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, booksor records of any Loan Party. No Agent shall have any duties or obligations except those expressly set forth herein and in the otherLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other impliedduties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall, except as expressly setforth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose, anyinformation relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of itsAffiliates in any capacity and (c) no Agent or Arranger shall have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents thatthe Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentageof the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agentshall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent toliability or that is contrary to any Loan Document or applicable Requirements of Law, including for the avoidance of doubt anyaction that may be in violation of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of aDefaulting Lender in violation of any Debtor Relief Law. The Agents shall be deemed not to have knowledge of any Default orEvent of Default unless and until written notice describing such Default or Event of Default is given to the Administrative Agent bythe Borrower, a Lender or an Issuing Bank. No Agent shall be responsible for or have any duty to ascertain or inquire into anystatement, warranty or representation made in or in connection with this Agreement or any other Loan Document, the contents ofany certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, the performanceor observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of anyDefault or Event of Default, the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Documentor any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by theSecurity Documents, the value or the sufficiency of any Collateral, or the satisfaction of any condition set forth in Article IV orelsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. No CashManagement Bank, Hedge Bank or holder of Permitted Supply Chain Obligations that obtains the benefits of Section 7.02, anyGuarantee or any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right tonotice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise inrespect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in suchcase, only to the extent expressly provided in the Loan Documents. Without limiting the generality of the foregoing, theAdministrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made withrespect to, Secured Obligations arising under Secured Cash Management Agreements, Secured Hedge Agreements or the PermittedSupply Chain Obligations unless the Administrative Agent has received written notice of such Secured Obligations, together withsuch supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank, Hedge Bankor holder of Permitted Supply Chain Obligations, as the case may be. The Administrative Agent shall not be responsible or have anyliability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreementrelating to Ineligible Institutions or Affiliate Lenders. Without limiting the generality of the foregoing, the Administrative Agentshall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender orParticipant is an Ineligible Institution or Affiliate Lender or (y) have any liability with respect to or arising out of any assignment orparticipation of Loans, or disclosure of confidential information, to any Ineligible Institution or Affiliate Lender.

Section 1.04 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relyingupon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and to have been signed, sentor otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone andbelieved by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determiningcompliance with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender orany Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless such Agentshall have received notice to the contrary from such Lender or Issuing Bank prior to such Credit Event. Each Agent may consultwith legal counsel (including counsel to the Borrower), independent accountants and other experts selected by it, and shall not beliable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agentmay deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for allpurposes unless a written notice of assignment, negotiation or transfer thereof shall

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

have been filed with such Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement orany other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by thisAgreement, the Majority Lenders, Required Prepayment Lenders, Required Revolving Facility Lenders or all Lenders) as it deemsappropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may beincurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, orin refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders(or, if so specified by this Agreement, the Majority Lenders, Required Prepayment Lenders, Required Revolving Facility Lenders orall Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and allfuture holders of the Loans.

Section 1.05 Notice of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of anyDefault or Event of Default unless such Agent has received written notice from a Lender, Holdings or the Borrower referring to thisAgreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that theAdministrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The AdministrativeAgent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders(or, if so specified by this Agreement, the Majority Lenders, Required Prepayment Lenders, Required Revolving Facility Lenders orall Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agentmay (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event ofDefault as it shall deem advisable in the best interests of the Lenders.

Section 1.06 Non-Reliance on Agents and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges thatnone of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by theAdministrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of theaffairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the AdministrativeAgent or any Arranger to any Lender or each Issuing Bank as to any matter, including whether the Administrative Agent or anyArranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Bankrepresents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the AdministrativeAgent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it hasdeemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations,property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank orother regulatory Requirements of Law relating to the transactions contemplated hereby, and made its own decision to enter into thisAgreement and to extend credit to the Borrower and the Euro Borrower hereunder. Each Lender and each Issuing Bank alsoacknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or anyof their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue tomake its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any otherLoan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as itdeems necessary to inform itself as to the business, prospects, operations, property, financial and other condition andcreditworthiness of the Loan Parties. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents setforth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in theordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender orIssuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lenderand each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank representsand warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide otherfacilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretionin making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced inmaking, acquiring or holding such commercial loans or providing such other facilities.

Section 1.07 Indemnification. The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree toindemnify each Issuing Bank and Swingline Lender, in each case, in its capacity as such (to the extent not reimbursed by Holdingsor the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (basedon its aggregate Revolving Credit Outstandings and, in the case of the indemnification of each Agent, outstanding Term Loans andunused Commitments hereunder; provided that the aggregate principal amount of Swingline Loans owing to the Swingline Lenderand of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders ratably inaccordance with their respective Revolving Credit Outstandings) (determined at the time such indemnity is sought), from and againstany and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kindwhatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted againstsuch Agent, such Issuing Bank or Swingline Lender in any way relating to or arising out of the Commitments, this Agreement, anyof the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplatedhereby or thereby or any action taken or omitted by such Agent, Issuing Bank or Swingline Lender under or in connection with anyof the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decisionof a court of competent jurisdiction to have resulted from such Agent’s, Issuing Bank’s or Swingline Lender’s gross negligence orwillful misconduct. The failure of any Lender to reimburse any Agent, Issuing Bank or Swingline Lender, as the case may be,promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent, Issuing Bank orSwingline Lender, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimbursesuch Agent, Issuing Bank or Swingline Lender, as the case may be, for its ratable share of such amount, but no Lender shall beresponsible for the failure of any other Lender to reimburse such Agent, Issuing Bank or Swingline Lender, as the case may be, forsuch other Lender’s ratable share of such amount. The agreements in this Section 8.07 shall survive the payment of the Loans and allother amounts payable hereunder.

Section 1.08 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, andgenerally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loansmade or renewed by it and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated in, by it,each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and mayexercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individualcapacity.

Section 1.09 Successor Agents.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 30 days’ notice tothe Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under thisAgreement and the other Loan Documents, then the Borrower shall have the right, subject to the consent of the Required Lenders(which shall not be unreasonably withheld, delayed or conditioned) (so long as no Specified Event of Default shall have occurredand be continuing, in which case the Required Lenders shall have the right), to appoint a successor which shall be a bank with anoffice in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shallsucceed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” and“Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former AdministrativeAgent’s rights, powers and duties as Administrative Agent and Collateral Agent shall be terminated, without any other or further actor deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If nosuccessor agent has accepted appointment as Administrative Agent and Collateral Agent by the date that is 30 days following aretiring Administrative Agent’s notice of resignation (such date, the “Resignation Effective Date”), the retiring AdministrativeAgent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of theAdministrative Agent and Collateral Agent hereunder until such time, if any, as the Borrower (or the Required Lenders) appoint asuccessor agent as provided for above. Notwithstanding anything herein to the contrary, no Ineligible Institution (nor any Affiliatethereof) may be appointed as a successor Administrative Agent.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definitionthereof, the Required Lenders may, to the extent permitted by applicable Requirements of Law, by notice in writing to the Borrowerand such Person remove such Person as Administrative Agent and, with the consent of the Borrower, appoint a successor. If no suchsuccessor shall have been so appointed by the Required Lenders (and approved by the Borrower) and shall have accepted suchappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), thensuch removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiringor removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banksunder any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time asa successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to theretiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or throughthe Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time, if any, as theBorrower and the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of asuccessor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of therights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 2.17(d))and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of theResignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall bedischarged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefromas provided above in this Section 8.09. The fees payable by the Borrower to a successor Administrative Agent shall be the same asthose payable to its predecessor unless otherwise agreed between the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under theother Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring orremoved Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to betaken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after suchresignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents,including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respectof any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section 8.09 shall alsoconstitute its resignation as an Issuing Bank and Swingline Lender. If Bank of America resigns as an Issuing Bank, it shall retain allthe rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of theeffective date of its resignation as an Issuing Bank and all L/C Obligations with respect thereto, including the right to require theLenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(d). If Bank of Americaresigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to SwinglineLoans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to makeABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by theBorrower of a successor Issuing Bank or Swingline Lender hereunder (which successor shall in all cases be a Lender other than aDefaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of theretiring Issuing Bank or Swingline Lender, as applicable, (b) the retiring Issuing Bank and Swingline Lender shall be dischargedfrom all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bankshall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make otherarrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Lettersof Credit.

Section 1.10 Arrangers and Bookrunners. Notwithstanding any other provision of this Agreement or any provision of anyother Loan Document, each of the persons named on the cover page hereof as Joint Bookrunner or Arranger is named as such forrecognition purposes only, and in its capacity as such shall have no rights, duties, responsibilities or liabilities with respect to thisAgreement or any other Loan Document, except that each such person and its Affiliates shall be entitled to the rights expressly statedto be applicable to them in Sections 9.05 and 9.17 (subject to the applicable obligations and limitations as set forth therein).

Section 1.11 Security Documents, Collateral Agent and Intercreditor Agreement. The Lenders and the other SecuredParties authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved,authorized or ratified in accordance with Section 9.08.

The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, withoutany further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend,supplement, restate, replace, waive or otherwise modify any Permitted Junior Intercreditor Agreement, any Permitted Pari PassuIntercreditor Agreement, or any other intercreditor agreement with the collateral agent or other representatives of the holders ofIndebtedness that is to be secured by a Lien on the Collateral that is permitted (including with respect to priority) under thisAgreement and to subject the Secured Obligations and the Liens on the Collateral securing the Secured Obligations

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

to the provisions thereof (any of the foregoing, an “Intercreditor Agreement”); provided that the specific consent of a Hedge Bank,Cash Management Bank, holder of Permitted Supply Chain Obligations or Issuing Bank shall be required for any amendment,renewal, extension, supplement, restatement, replacement or waiver to the extent its rights and obligations solely in its capacity assuch are materially adversely affected. The Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent mayrely exclusively on a certificate of a Responsible Officer of the Borrower as to whether any such other Liens are permitted and (y)any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and theother Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, anyIntercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness permitted bySection 6.01 hereof to extend credit to the Loan Parties. Furthermore, the Lenders and the other Secured Parties hereby authorize theAdministrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent orthe Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (c), (i), (j),(kk) or (mm) of Section 6.02 in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibitsany other Liens on such property or that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agentshall do so upon request of the Borrower; provided that upon the request of the Administrative Agent, the Borrower shall deliver tothe Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under thisAgreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which suchLien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, thatsuch property is or has become Excluded Property.

Section 1.12 Right to Realize on Collateral and Enforce Guarantees. In case of the pendency of any receivership,insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative toany Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan Obligation shall then be due andpayable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have madeany demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and provea claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Loan Obligations that areowing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, theIssuing Banks and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receiveany monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver,assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by eachLender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to themaking of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for thereasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and anyother amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize theAdministrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan ofreorganization, arrangement, adjustment or composition affecting the Loan Obligations or the rights of any Lender or Issuing Bankor to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the AdministrativeAgent, the Collateral Agent and each Secured

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce theGuarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by theAdministrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remediesunder the Security Documents may be exercised solely by the Collateral Agent, and (b) in the event of a foreclosure by the CollateralAgent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be, tothe extent permitted by, and in accordance with, applicable law, the purchaser or licensor of any or all of such Collateral at any suchsale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender orLenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled,to the extent permitted by, and in accordance with, applicable law, for the purpose of bidding and making settlement or payment ofthe purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Obligationsas a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders,to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all ofthe Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly orthrough one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisionsof the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the UnitedStates, or any similar Laws in any other jurisdictions to which a Company Party is subject, (b) at any other sale or foreclosure oracceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether byjudicial action or otherwise) in accordance with any applicable Requirements of Law. In connection with any such credit bid andpurchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (withObligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basisthat would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claimamount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instrumentsof the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) theAdministrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providingfor the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to suchacquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly orindirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to thelimitations on actions by the Required Lenders contained in Section 9.08 of this Agreement), and (iii) to the extent that Obligationsthat are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher orbetter, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisitionvehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debtinstruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shallautomatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Section 1.13 Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative Agentmay withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any authorityof the United States or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for theaccount of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, orbecause such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, orreduction of, withholding Tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that theAdministrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of anyapplicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise,including penalties, fines, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staffcosts and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and allamounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to theAdministrative Agent under this Section 8.13.

Section 1.14 Electronic Communications.

(a) Notices and other communications to any Agent, Lenders, Swingline Lender and Issuing Bank hereunder maybe delivered or furnished by electronic communication (including email and Internet or intranet websites, including the Platform)pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Agent,any Lender, Swingline Lender or any applicable Issuing Bank pursuant to Article II if such Person has notified the AdministrativeAgent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent orBorrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communicationspursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices orcommunications. Unless the Administrative Agent otherwise prescribes, notices and other communications sent to an e-mail addressshall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receiptrequested” function, as available, return e-mail or other written acknowledgment), provided that if such notice or othercommunication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to havebeen sent at the opening of business on the next Business Day for the recipient, and notices or communications posted to an Internetor intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described inthe foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(b) Each Loan Party understands that the distribution of material through an electronic medium is not necessarilysecure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associatedwith such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the AdministrativeAgent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(c) The Platform and any Approved Electronic Communications are provided “as is” and “as available.” Neitherthe Administrative Agent nor any of their Related Parties warrant the accuracy, adequacy, or completeness of the ApprovedElectronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and theApproved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty ofmerchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defectsis made by the Agents or any of their respective Related Parties in connection with the Platform or the Approved ElectronicCommunications. In no event shall the Agents or any of their respective Related Parties have

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

any liability to Borrower or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, includingdirect or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising outof Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through the Platform.

(d) Each Loan Party, each Lender, Issuing Bank and each Agent agrees that the Administrative Agent may, butshall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the AdministrativeAgent’s customary document retention procedures and policies.

(e) Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter bydelivery of written notice thereof.

Section 1.15 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights andpowers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agentand the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include thePerson serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept depositsfrom, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in anykind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agenthereunder and without any duty to account therefor to the Lenders.

Section 1.16 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, forthe benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or forthe benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise forpurposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with the Loans, theLetters of Credit or the Commitments,

(ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a classexemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a classexemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certaintransactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactionsinvolving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-houseasset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Codesuch Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, theCommitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (withinthe meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision onbehalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance ofthe Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through(g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of theLoans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between theAdministrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to aLender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in theimmediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender partyhereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lenderparty hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance ofdoubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Arrangers or any oftheir respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, theCommitments and this Agreement (including in connection with the reservation or exercise of any rights by the AdministrativeAgent under this Agreement, any Loan Document or any documents related hereto or thereto).

Article IX

Miscellaneous

Section 1.01 Notices; Communications. Except in the case of notices and other communications expressly permitted to begiven by telephone (and except as provided in Section 9.01(b) below), all notices and other communications provided for hereinshall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent bytelecopier or other electronic means as follows, and all notices and other communications expressly permitted hereunder to be givenby telephone shall be made to the applicable telephone number, as follows:

(i) if to any Loan Party, the Administrative Agent, the Collateral Agent, the Issuing Banks or theSwingline Lender as of the Closing Date, to the address, telecopier number, electronic mail address or telephone numberspecified for such person on Schedule 9.01; and

(ii) if to any other Lender or any other Issuing Bank, to the address, telecopier number, electronic mailaddress or telephone number specified in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered orfurnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by theAdministrative Agent. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval ofsuch procedures may be limited to particular notices or communications.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed tohave been given when received. Notices sent by telecopier shall be deemed to have been given when sent (except that, if not givenduring normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next BusinessDay for the recipient). Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall beeffective as provided in such Section 9.01(b).

(d) Any party hereto may change its address or telecopy number for notices and other communications hereunderby notice to the other parties hereto.

(e) Documents required to be delivered pursuant to Section 5.04 may be delivered electronically (including as setforth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts suchdocuments, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or onwhich such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender entitledto access thereto and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by theAdministrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of theposting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) ofsuch documents. Except for any Compliance Certificate required by Section 5.04(c), the Administrative Agent shall have noobligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have noresponsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsiblefor requesting delivery to it or maintaining its copies of such documents.

Section 1.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Partiesherein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuantto this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bankand shall survive the making by the Lenders of the Loans and the execution and delivery of the Loan Documents and the issuance ofthe Letters of Credit, regardless of any investigation made by such persons or on their behalf, and shall continue in full force andeffect until the Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification andreimbursement obligations contained herein (including pursuant to Sections 2.15, 2.16, 2.17 and 9.05) shall survive the TerminationDate.

Section 1.03 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, theEuro Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, whentaken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit ofthe Borrower, the Euro Borrower, the Administrative Agent, each Issuing Bank and each Lender and their respective permittedsuccessors and assigns.

Section 1.04 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issuesany Letter of Credit), except that except as permitted by Section 6.05, the Borrower may not assign or otherwise transfer any of itsrights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by theBorrower without such consent shall be null and void) and no Lender may assign or otherwise transfer its rights or obligationshereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to conferupon any person (other than the parties hereto, their

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit),Participants (to the extent provided in clause (c) of this Section 9.04), and, to the extent expressly contemplated hereby, the RelatedParties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason ofthis Agreement or the other Loan Documents.

(b) Subject to the conditions set forth in subclause (ii) below, any Lender may assign to one or more assignees(each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of itsCommitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld ordelayed) of:

(A) the Borrower, which consent, with respect to the assignment of a Term Loan, Revolving FacilityCommitment or Revolving Facility Loan, will be deemed to have been given if the Borrower has not responded within ten (10)Business Days after the delivery of any request for such consent; provided that no consent of the Borrower shall be required for anassignment of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or in the case ofassignments during the primary syndication of the Initial Term B Loans to persons identified to and agreed by the Borrower inwriting prior to the Closing Date or for an assignment of a Revolving Facility Commitment or Revolving Facility Loan to aRevolving Facility Lender, an Affiliate of a Revolving Facility Lender or Approved Fund with respect to a Revolving FacilityLender or, in each case, if a Specified Event of Default has occurred and is continuing, any other person; and

(B) the Administrative Agent, the Swingline Lender and each Issuing Bank; provided that (i) no consent ofthe Swingline Lender or any Issuing Bank shall be required for an assignment of all or any portion of a Term Loan, (ii) no consent ofthe Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of aLender, an Approved Fund, the Borrower or an Affiliate of the Borrower (other than a Debt Fund Affiliate) made in accordance withSection 9.04(g) or Section 9.21 and (iii) no consent of the Administrative Agent, the Swingline Lender or any Issuing Bank shall berequired for an assignment of a Revolving Facility Commitment or Revolving Facility Loan to a Revolving Facility Lender, anAffiliate of a Revolving Facility Lender or Approved Fund with respect to a Revolving Facility Lender.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility oras otherwise agreed by the Borrower and the Administrative Agent, the amount of the Commitments or Loans of theassigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance withrespect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1,000,000 or anintegral multiple of $1,000,000 in excess thereof in the case of Term Loans and (y) $5,000,000 or an integral multipleof $1,000,000 in excess thereof in the case of Revolving Facility Loans or Revolving Facility Commitments, providedthat such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (withsimultaneous assignments to or by two or more Related Funds shall be treated as one assignment);

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(B) the parties to each assignment shall (1) execute and deliver to the Administrative Agent anAssignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (2) ifpreviously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent anAssignment and Acceptance, in each case together with a processing and recordation fee of $3,500 (which fee may bewaived or reduced in the reasonable discretion of the Administrative Agent);

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent anAdministrative Questionnaire and any Tax forms and information required to be delivered pursuant to Section 2.17;and

(D) the Assignee shall not be the Borrower or any of the Borrower’s Affiliates or Subsidiariesexcept in accordance with Section 9.04(g) or Section 9.21.

For the purposes of this Section 9.04, “Approved Fund” shall mean any person (other than a natural person (or aholding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person)) that isengaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that isadministered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers ormanages a Lender. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign ortransfer any portion of its rights and obligations under this Agreement to any Ineligible Institution, any Defaulting Lender or any ofits Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described inthis clause (B), or a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for theprimary benefit of a natural person). Upon the request of any Lender, the Administrative Agent may and the Borrower shall makethe list of Ineligible Institutions at the relevant time and such Lender may provide the list to any potential assignee for the purpose ofverifying whether such person is an Ineligible Institution, in each case so long as such Lender and such potential assignee agree tokeep the list of Ineligible Institutions confidential in accordance with the terms of this Agreement. Notwithstanding the foregoing,each Company Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility orobligation to determine, monitor or enforce whether any Lender or potential Lender is an Ineligible Institution and theAdministrative Agent shall have no liability with respect to any assignment made to an Ineligible Institution. Any assigning Lendershall, in connection with any potential assignment, provide to the Borrower a copy of its request (including the name of theprospective assignee) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not aSpecified Event of Default has occurred and is continuing.

(iii) Subject to acceptance and recording thereof pursuant to subclause (v) below, from and after theeffective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extentof the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment andAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptancecovering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyhereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.05 (subject to the limitations andrequirements of those Sections)) with respect to facts and circumstances occurring prior to the date of such assignment;provided that

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

an Assignee shall not be entitled to receive any greater payment pursuant to Section 2.17 than the applicable Assignor wouldhave been entitled to receive had no such assignment occurred except to the extent that such entitlement to receive a greaterpayment is the result of a change in any Requirement of Law after the date of such assignment. Any assignment or transferby a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated forpurposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance withclause (c) of this Section 9.04 (except to the extent such participation is not permitted by such clause (c) of this Section 9.04,in which case such assignment or transfer shall be null and void).

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower,shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of theLoans and Revolving L/C Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the IssuingBanks, the Swingline Lender and the Lenders shall treat each person whose name is recorded in the Register pursuant to theterms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Registershall be available for inspection by the Borrower, the Issuing Banks and the Swingline Lender and any Lender, at anyreasonable time and from time to time upon reasonable prior notice; provided that no Lender shall, in such capacity, haveaccess to, or be otherwise permitted to review any information in the Register other than information with respect to suchLender except to the extent that access to such information is necessary to establish that such Commitment, Loan orRevolving L/C Exposure is in registered form for U.S. federal income Tax purposes or is otherwise required by applicablelaw. It is intended that the Register be maintained such that the Loans are in registered form for the purposes of the Code.

(v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender andan Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lenderhereunder), the processing and recordation fee referred to in clause (b) of this Section 9.04, if applicable, and any writtenconsent to such assignment required by clause (b) of this Section 9.04 and any applicable Tax forms, the AdministrativeAgent shall accept such Assignment and Acceptance and promptly record the information contained therein in the Register.No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless ithas been recorded in the Register as provided in this subclause (v).

(c) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations inLoans and Commitments to one or more banks or other entities other than (I) unless the list of Ineligible Institutions has not beenmade available to any Lender upon request, any Ineligible Institution, (II) any Defaulting Lender or any of its Subsidiaries, or anyperson who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (II), (III) anynatural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of anatural person) or (IV) the Borrower or any of its Subsidiaries (a “Participant”) in all or a portion of such Lender’s rights andobligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) suchLender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and theother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligationsunder this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shallretain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification orwaiver of any provision of this Agreement and the other Loan Documents; provided that (x) such agreement may provide that suchLender will not, without the consent of the Participant, agree to any amendment, modification or waiver that both (1) requires theconsent of each Lender directly affected thereby pursuant to clauses (i), (ii), (iii) or (vi) of the first proviso to Section 9.08(b) and (2)directly adversely affects such Participant (but, for the avoidance of doubt, not any waiver of any Default or Event of Default) and(y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant.Subject to clause (c)(iii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections2.15, 2.16 and 2.17 (subject to the limitations and requirements of those Sections and Section 2.19) to the same extent as if it were aLender and had acquired its interest by assignment pursuant to clause (b) of this Section 9.04. To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided that such Participant shall besubject to Section 2.18(c) as though it were a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledgeand agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Participant orpotential Participant is an Ineligible Institution and the Administrative Agent shall have no liability with respect to any participationmade to an Ineligible Institution.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent ofthe Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts andinterest amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ParticipantRegister”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto shall treateach person whose name is recorded in the Participant Register as the owner of such participation for all purposes of thisAgreement notwithstanding any notice to the contrary. Without limitation of the requirements of this Section 9.04(c), noLender shall have any obligation to disclose all or any portion of a Participant Register to any person (including the identityof any Participant or any information relating to a Participant’s interest in any Commitments, Loans or other LoanObligations under any Loan Document), except to the extent that such disclosure is necessary to establish that suchCommitment, Loan or other Loan Obligation is in registered form for U.S. federal income Tax purposes or is otherwiserequired by applicable law. Each Lender shall make a copy of its Participant Register, to the extent it has one, available forreview by Borrower from time to time as Borrower may reasonably request. It is intended that each Participant Register bemaintained such that the Loans are in registered form for the purposes of the Code. For the avoidance of doubt, theAdministrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a ParticipantRegister.

(iii) A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 or 2.17than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,unless such entitlement to receive a greater payment is the result of a change in law after the date of the participation.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under thisAgreement (other than to any Ineligible Institution, Defaulting

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Lender or any natural person) to secure obligations of such Lender, including any pledge or assignment to secure obligations to aFederal Reserve Bank or other central bank and in the case of any Lender that is an Approved Fund, any pledge or assignment to anyholders of obligations owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, suchholders, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge orassignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee orAssignee for such Lender as a party hereto.

(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lenderrequiring Notes to facilitate transactions of the type described in clause (d) above.

(f) If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having differentterms in accordance with and to the extent permitted by Section 2.21 hereof, it shall have the option, with the consent of theAdministrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead ofprepaying the Loans or reducing or terminating the Commitments to be replaced, to require the Lenders under such Facility toassign such Loans or Commitments to the Administrative Agent or its designees and amend the terms thereof in accordance withSection 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to anysuch assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under suchFacility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were beingoptionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and anyamounts owing pursuant to Section 9.05(b). By receiving such purchase price, the Lenders under such Facility shall automatically bedeemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment andAcceptance attached hereto as Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith.The provisions of this clause (f) are intended to facilitate the maintenance of the perfection and priority of existing security interestsin the Collateral during any such replacement.

(g) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shallnot be applicable to clauses (g) or (h) of this Section 9.04), any of the Borrower or its Subsidiaries may purchase by way ofassignment and become an Assignee with respect to Term Loans at any time and from time to time from Lenders in accordance withSection 9.04(b) hereof (each, a “ Permitted Loan Purchase”); provided that, in respect of any Permitted Loan Purchase, (A) noPermitted Loan Purchase shall be made from the proceeds of any extensions of credit under the Revolving Facility, (B) uponconsummation of any such Permitted Loan Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically andimmediately cancelled and extinguished in accordance with Section 9.04(h), (C) in connection with any such Permitted LoanPurchase, any of the Borrower or its Subsidiaries and such Lender that is the assignor (an “Assignor”) shall execute and deliver tothe Administrative Agent a Permitted Loan Purchase Assignment and Acceptance (and for the avoidance of doubt, (x) shall make therepresentations and warranties set forth in the Permitted Loan Purchase Assignment and Acceptance and (y) shall not be required toexecute and deliver an Assignment and Acceptance pursuant to Section 9.04(b)(ii)(B)) and shall otherwise comply with theconditions to assignments under this Section 9.04 and (D) no Default or Event of Default would exist immediately after giving effecton a Pro Forma Basis to such Permitted Loan Purchase.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(h) Each Permitted Loan Purchase shall, for purposes of this Agreement be deemed to be an automatic andimmediate cancellation and extinguishment of such Term Loans and the Borrower shall, upon consummation of any Permitted LoanPurchase, notify the Administrative Agent that the Register be updated to record such event as if it were a prepayment of suchLoans.

(i) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no suchassignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to theassignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distributionthereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or othercompensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro ratashare of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignorhereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to theAdministrative Agent, each Issuing Bank, Swingline Lender or any other Lender hereunder (and interest accrued thereon) and (y)acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans inaccordance with its Revolving Facility Percentage; provided that notwithstanding the foregoing, in the event that any assignment ofrights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with theprovisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of thisAgreement until such compliance occurs.

(j)

(i) No assignment or, unless the list of Ineligible Institutions has not been made available to any Lenderupon request, participation, shall be made to any Person that was an Ineligible Institution as of the date (the “Trade Date”) onwhich the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights andobligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwisecontemplated by this Section 9.04, in which case such Person will not be considered an Ineligible Institution for the purposeof such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes an IneligibleInstitution after the applicable Trade Date, (x) such assignee shall not retroactively be disqualified from becoming a Lenderor participant and (y) the execution by the Borrower of an Assignment and Acceptance with respect to such assignee will notby itself result in such assignee no longer being considered an Ineligible Institution. Any assignment in violation of thisclause (j)(i) shall not be void, but the other provisions of this clause (j) shall apply.

(ii) If any assignment is made to any Ineligible Institution without the Borrower’s prior consent inviolation of clause (i) above, or if any Person becomes an Ineligible Institution after the applicable Trade Date, the Borrowermay, at its sole expense and effort, upon notice to the applicable Ineligible Institution and the Administrative Agent, (A)terminate any Revolving Facility Commitment of such Ineligible Institution and repay all Loan Obligations of the Borrowerowing to such Ineligible Institution in connection with such Revolving Facility Commitment, (B) in the case of outstandingTerm Loans held by Ineligible Institutions, prepay such Term Loan by paying the lesser of (x) the principal amount thereofand (y) the amount that such Ineligible Institution paid to acquire such Term Loans, in each case plus accrued interest,accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other LoanDocuments and/or (C) require such Ineligible Institution to

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all ofits interest, rights and obligations under this Agreement and related Loan Documents to an eligible assignee that shall assumesuch obligations at the lesser of (x) the principal amount thereof and (y) the amount that such Ineligible Institution paid toacquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (otherthan principal amounts) payable to it hereunder and other the other Loan Documents; provided that (i) the Borrower shall notbe liable to the Administrative Agent for the assignment fee (if any) specified in Section 9.04(b)(ii)(B) and (ii) suchassignment does not conflict with applicable Requirements of Law.

(iii) Notwithstanding anything to the contrary contained in this Agreement, Ineligible Institutions (A) willnot (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, theAdministrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and theAdministrative Agent, or (z) access any electronic site established for the Lenders or confidential communications fromcounsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to anyamendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agentor any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document,each Ineligible Institution will be deemed to have consented in the same proportion as the Lenders that are not IneligibleInstitutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidationpursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Ineligible Institution party hereto hereby agrees (1) notto vote on such Plan of Reorganization, (2) if such Ineligible Institution does vote on such Plan of Reorganizationnotwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be“designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws),and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan ofReorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other DebtorRelief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicablecourt of competent jurisdiction) effectuating the foregoing clause (2).

(iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes theAdministrative Agent, to, subject to Section 9.04(b)(ii), provide the list of Ineligible Institutions to each Lender requestingthe same.

Section 1.05 Expenses; Indemnity. The Borrower agrees to pay all reasonable and documented out-of-pocket expensesincurred by the Administrative Agent or the Collateral Agent in connection with the preparation of this Agreement and the otherLoan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreementand any amendments, modifications or waivers of the provisions hereof or thereof, including the reasonable fees, charges anddisbursements of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Administrative Agent, the Collateral Agent and theArrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and all reasonableand documented out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender in connection with the enforcementof their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters ofCredit issued hereunder, including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole,and, if necessary, a single local counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of anactual or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafterretains its own counsel, of another firm of counsel for such affected person).

(b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the JointBookrunners, each Issuing Bank, each Lender, each of their respective Affiliates, successors and assignors, and each of theirrespective directors, officers, employees, agents, trustees, advisors and members (each such person being called an “Indemnitee”)against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, includingreasonable counsel fees, charges and disbursements (excluding the allocated costs of in-house counsel and limited to not more thanone counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction forall such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affectedby such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for suchaffected Indemnitee)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of theexecution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby orthereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of theTransactions and the other transactions contemplated hereby, the use of the proceeds of the Loans or the use of any Letter of Credit(including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented inconnection with such demand do not strictly comply with the terms of such Letter of Credit), any violation of or liability underEnvironmental Laws by the Borrower or any Subsidiary, any actual or alleged presence, Release of or exposure to HazardousMaterials at, under, on, from or to any property owned, leased or operated by the Borrower or any Subsidiary or any claim,litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto andregardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their subsidiaries or Affiliates;provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilitiesor related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted fromthe gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from a materialbreach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document (as determined by a court ofcompetent jurisdiction in a final, non-appealable judgment) or (z) arose from any claim, actions, suits, inquiries, litigation,investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by anIndemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding againstany Agent or Arranger in its capacity as such, unless such claim, action, suit, inquiry, litigation, investigation or proceeding arosefrom the gross negligence, bad faith or willful misconduct of such Agent or Arranger or any of its Related Parties (as determined bya court of competent jurisdiction in a final, non-appealable judgment)). None of the Indemnitees (or any of their respective affiliates)shall be responsible or liable to the BDT Investor, Holdings, Borrower or any of their respective subsidiaries, Affiliates orstockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as aresult of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effectregardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repaymentof any of the Loan Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other LoanDocument, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts dueunder this Section 9.05 shall be payable within 30 days after written demand therefor accompanied by

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(c) This Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages,liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to theextent set forth therein, Section 2.15.

(d) To the fullest extent permitted by applicable law, no party to this Agreement shall assert, and each herebywaives, any claim against the Administrative Agent, any Arranger, any Joint Bookrunner, any Issuing Bank, any Lender, each oftheir respective Affiliates, successors and assignors, and each of their respective directors, officers, employees, agents, trustees,advisors and members (each such person being a “Lender-Related Person”) on any theory of liability, for special, indirect,consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, thisAgreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby orthereby, any Loan or Letter of Credit or the use of the proceeds thereof (other than, in the case of the Borrower, in respect of anysuch damages incurred or paid by an Indemnitee to a third party for which such Lender-Related Person is otherwise entitled toindemnification pursuant to this Section 9.05). No Lender-Related Person shall be liable for any damages arising from the use byunintended recipients of any information or other materials distributed by it through telecommunications, electronic or otherinformation transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplatedhereby or thereby.

(e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the CollateralAgent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction ordischarge of all the other Loan Obligations and the termination of this Agreement.

Section 1.06 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each IssuingBank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and alldeposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by suchLender or such Issuing Bank to or for the credit or the account of Holdings, the Borrower or any Subsidiary against any of and allthe obligations of Holdings, or the Borrower now or hereafter existing under this Agreement or any other Loan Document held bysuch Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demandunder this Agreement or such other Loan Document and although the obligations may be unmatured; provided that in the event thatany Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to theAdministrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall besegregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent andthe Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonabledetail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lenderand each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that suchLender or such Issuing Bank may have.

Section 1.07 Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS,CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASEDUPON, ARISING OUT

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SETFORTH IN OTHER LOAN DOCUMENTS) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER ANDTHEREUNDER, INCLUDING BUT NOT LIMITED TO THE VALIDITY, INTERPRETATION, CONSTRUCTION, BREACH,ENFORCEMENT OR TERMINATION HEREOF AND THEREOF, AND WHETHER ARISING IN CONTRACT OR TORT OROTHERWISE, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OFNEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN NEW YORKGENERAL OBLIGATIONS LAW SECTION 5-1401 AND SECTION 5-1402).

Section 1.08 Waivers; Amendment. No failure or delay of the Administrative Agent, any Issuing Bank or any Lender inexercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single orpartial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, precludeany other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the AdministrativeAgent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive ofany rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Documentor consent to any departure by the Borrower or any other Company Party therefrom shall in any event be effective unless the sameshall be permitted by clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for thepurpose for which given. No notice or demand on the Borrower or any other Company Party in any case shall entitle such person toany other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement oragreements in writing entered into by the Borrower and the Required Lenders (or, in respect of any waiver, amendment ormodification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than the Required Lenders), and (z) in the case ofany other Loan Document, pursuant to an agreement or agreements in writing entered into by each Company Party that is a partythereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:

(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate ofinterest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicableRevolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lenderdirectly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adverselyaffected thereby shall be the only consent required hereunder to make such modification); provided that no amendment to thefinancial definitions in this Agreement or waiver or modification of any Default or Event of Default (or of any obligation ofthe Borrower to pay interest at the default rate of interest under Section 2.13(c)) shall constitute a reduction in the rate ofinterest for purposes of this clause (i),

(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/CParticipation Fees or any other Fees of any Lender without the prior written consent of such Lender (which, notwithstandingthe foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification);provided that waivers or modifications of conditions precedent, covenants, Defaults or

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute anincrease or extension of the Commitments of any Lender for purposes of this clause (ii),

(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term LoanInstallment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due,without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing,such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make suchmodification); provided that no amendment to the financial definitions in this Agreement or any waiver or modifications ofDefaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shallconstitute an increase or extension of the Commitments of any Lender for purposes of this clause (iii),

(iv) (A) amend the provisions of Section 7.02 in a manner that would alter the pro-rata sharing of paymentsrequired thereby as in effect on the Closing Date or (B) amend any other provision of this Agreement or any of the otherLoan Documents that would directly result in the matters described in clause (A) above, in each case without the writtenconsent of each Lender,

(v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,”“Majority Lenders,”, “Required Prepayment Lenders”, “Required Revolving Facility Lenders” or any other provision hereofspecifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make anydetermination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby, ineach case except, for the avoidance of doubt, as otherwise provided in Sections 9.08(d) and (e) (it being understood thatadditional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders onsubstantially the same basis as the Loans and Commitments are included on the Closing Date),

(vi) (A) release all or substantially all of the Collateral or all or substantially all of the Subsidiary LoanParties from their respective Guarantees under the Guarantee Agreement, (B) subordinate the liens under the SecurityDocuments securing the Secured Obligations as of the Closing Date to the liens securing the obligations under any otherIndebtedness for borrowed money, or (C) subordinate the payment priority as of the Closing Date of the Loans or theGuarantees under the Guarantee Agreement to the obligations under any other Indebtedness for borrowed money, in the caseof each of the foregoing clauses (A) through (C), without the prior written consent of each Lender other than a DefaultingLender,

(vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respectof payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in anotherFacility, without the consent of the Majority Lenders participating in the adversely affected Facility except, for the avoidanceof doubt, as otherwise provided in Sections 9.08(d) and (e) (it being agreed that the Required Lenders (or the RequiredPrepayment Lenders, as applicable) may waive, in whole or in part, any prepayment or Commitment reduction required bySection 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is notchanged),

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(viii) amend Section 1.10 or the definition of “Alternative Currency” without the written consent of eachRevolving Facility Lender;

provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent,the Collateral Agent, the Swingline Lender or an Issuing Bank hereunder without the prior written consent of the AdministrativeAgent, the Collateral Agent, the Swingline Lender or such Issuing Bank acting as such at the effective date of such agreement, asapplicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consentby any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment,waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or eachaffected Lender may be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) theCommitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver,amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any DefaultingLender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

(c) Without the consent of any Lender or Issuing Bank, the Company Parties and the Administrative Agent and/orCollateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into anyamendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect (1) thegranting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to becomeCollateral for the benefit of the Secured Parties or the granting of additional guarantees, to include holders of Other First Liens in thebenefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to giveeffect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests thereincomply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under anyLoan Document (including, in all cases, to add a Designated Guarantor as a Subsidiary Loan Party) and/or (2) the provisions ofSection 1.10, 5.10, 5.14, 5.15 or 5.16, or any other provision specifying that any waiver, amendment or modification may be madewith the consent or approval of the Administrative Agent. The Administrative Agent and the Borrower may, without the consent ofany Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or enter into additionalLoan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Successor Rate or anySuccessor Rate Conforming Changes or otherwise effectuate the terms of Section 2.14 in accordance with the terms of Section 2.14.

(d) Notwithstanding the foregoing, the consent of the Required Lenders shall not be required, and this Agreementmay be amended (or amended and restated) with the written consent of the Lenders providing the relevant Loans, the AdministrativeAgent and the Borrower (a) to permit Replacement Revolving Loans, Refinancing Term Loans, Extended Revolving Loans and/orExtended Term Loans to be outstanding hereunder from time to time and the accrued interest and fees and other obligations inrespect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and theRevolving Facility Loans and the accrued interest and fees and other obligations in respect thereof and (b) to include appropriatelythe holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders,Required Prepayment Lenders and the Required Revolving Facility Lenders.

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be madewith the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A)to integrate any Incremental Term Loan Commitments, Incremental Revolving Facility Commitments, Extended Term Loans,Extended Revolving Facility Commitments, Refinancing Term Loans or Replacement Revolving Facility Commitments in a mannerconsistent with Section 2.21, including, as may be necessary to establish such Loans or Commitments as a separate Class or tranchefrom any then existing Loans or Commitments, (B) to integrate any Other First Lien Debt, or (C) to cure any ambiguity, mistake,omission, defect or inconsistency.

(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may benecessary to ensure that all Term Loans established pursuant to and in accordance with Section 2.21 after the Closing Date that willbe included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are includedin each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that,immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the“Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the ApplicableDate (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to haveeffectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the ApplicableDate is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount ofNew Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on theApplicable Date.

(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any IntercreditorAgreement relating thereto), the Borrower may elect (in its sole discretion, but shall not be obligated) to deliver to theAdministrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or suchshorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the materialdocumentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended tosecure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make thedeterminations referred to in this paragraph, which certificate shall state that the Borrower has determined in good faith that suchIndebtedness satisfies the requirements of the applicable provisions of Sections 6.01 and 6.02 (taking into account any otherapplicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof.

(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with thewritten consent of solely the Required Revolving Facility Lenders voting as a single Class (rather than the Required Lenders), theAdministrative Agent, Holdings and the Borrower with respect to the provisions of Section 4.01, solely as they relate to theRevolving Facility Loans, Swingline Loans and Letters of Credit and the provisions of Section 6.11.

Section 1.09 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interestrate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided forherein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reservedby any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for,charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder,together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate;

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

provided that such excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent notexceeding the legal limitation.

Section 1.10 Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Feesreferred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreementamong or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by thisAgreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, isintended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or byreason of this Agreement or the other Loan Documents.

Section 1.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OFLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOANDOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS INTHIS SECTION 9.11.

Section 1.12 Severability. In the event any one or more of the provisions contained in this Agreement or in any other LoanDocument should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remainingprovisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 1.13 Counterparts; Electronic Execution of Assignments and Certain Other Documents.

(a) This Agreement may be executed in two or more counterparts, each of which shall constitute an original butall of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Deliveryof an executed counterpart of a signature page to this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall beeffective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”“delivery,” and words of like import in this Agreement, any other Loan Document or any other document to be signed in connectionwith this Agreement and the transactions contemplated hereby (including any amendment, approval, consent, information, notice,certificate, request, statement, disclosure or authorization related to this Agreement, each a “Communication”) shall be deemed toinclude Electronic Signatures, Electronic Records or the electronic matching of assignment terms and contract formations onelectronic platforms approved by the Administrative Agent, each of which shall be of the same legal effect, validity or enforceabilityas a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, tothe extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National CommerceAct, the New York State Electronic Signatures and Records Act, or any

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

other similar state laws based on the Uniform Electronic Transactions Act. Each of the Company Parties agrees that any ElectronicSignature on or associated with any Communication shall be valid and binding on each of the Company Parties to the same extent asa manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid andbinding obligation of each of the Company Parties enforceable against such in accordance with the terms thereof to the same extentas if a manually executed original signature was delivered. For the avoidance of doubt, the authorization under this paragraph mayinclude, without limitation, use or acceptance by the Administrative Agent and each of the Secured Parties of a manually signedpaper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signedCommunication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of theSecured Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record(“Electronic Copy”), which shall be deemed created in the ordinary course of such person’s business, and destroy the original paperdocument. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an originalfor all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anythingcontained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or inany format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, withoutlimiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the AdministrativeAgent and each of the Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf ofany Company Party without further verification and (b) upon the request of the Administrative Agent or any Lender, any ElectronicSignature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and“Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time totime.

Section 1.14 Headings. Article and Section headings and the Table of Contents used herein are for convenience ofreference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration ininterpreting, this Agreement.

Section 1.15 Jurisdiction; Consent to Service of Process. Each party hereto irrevocably and unconditionally agrees that itwill not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or intort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, inany forum other than the courts of the State of New York sitting in the borough of Manhattan, and of the United States District Courtof the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably andunconditionally submits, for itself and its property, to the exclusive jurisdiction of such courts and agrees that all claims in respect ofany such action, litigation or proceeding shall be heard and determined in such New York State court or, to the fullest extentpermitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action,litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any othermanner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the AdministrativeAgent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or anyother Loan Document against any Borrower or any other Company Party or its properties in the courts of any jurisdiction.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legallyand effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedingarising out of or relating to

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

this Agreement or the other Loan Documents in any court of the State of New York sitting in the borough of Manhattan, or theUnited States District Court of the Southern District of New York, and any appellate court from any thereof. Each of the partieshereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance ofsuch action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices inSection 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serveprocess in any other manner permitted by law. The Euro Borrower hereby irrevocably appoints the Borrower as its authorized agentto accept and acknowledge service of any and all process which may be served in any suit, action or proceeding of the naturereferred to in this Section 9.15 and the Borrower hereby accepts such appointment. The Euro Borrower agrees that such service (i)shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullestextent permitted by law, be taken and held to be valid personal service upon and personal delivery to it.

Section 1.16 Confidentiality. Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain inconfidence any information relating to the Borrower, any Parent Entity and any Subsidiary furnished to it by or on behalf of theBorrower, any Parent Entity or any Subsidiary (other than information that (a) has become generally available to the public otherthan as a result of a disclosure by such party in violation of this Agreement, (b) has been independently developed by such Lender,such Issuing Bank or such Agent without violating this Section 9.16 or (c) was already in such Lender’s possession or available tosuch Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations ofconfidentiality to the Borrower, any Parent Entity or any other Loan Party or any of their respective Affiliates) and shall not revealthe same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering,administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (solong as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A)to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the NationalAssociation of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate ofthe disclosing party are listed or traded (in which case, (i) to the extent practicable and not prohibited by applicable law, such personshall inform the Borrower promptly thereof prior to disclosure and (ii) except with respect to any routine or ordinary course audit orexamination conducted by bank accountants or any regulatory authority or self-regulatory authority exercising examination orregulatory authority, to the extent practicable and not prohibited by applicable law, such person shall inform the Borrower promptlythereof prior to disclosure), (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authoritiesor self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry RegulatoryAuthority, Inc. or their equivalent in any jurisdiction (in which case, except with respect to any routine or ordinary course audit orexamination conducted by bank accountants or any regulatory authority or self-regulatory authority exercising examination orregulatory authority, to the extent practicable and not prohibited by applicable law, such person shall inform the Borrower promptlythereof prior to disclosure), (C) to its parent companies, Affiliates and its and its Affiliates’ employees, directors, legal counsel,independent auditors, professionals and other experts, advisors, officers, service providers or agents (so long as each such personshall have been instructed to keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its rights underany Loan Document in a legal proceeding or to the extent applicable and reasonably necessary or advisable, for purposes ofestablishing a “due diligence” defense or in connection with the exercise of any remedy or enforcement of any rights hereunder, toany pledgee under Section

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

9.04(d) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as suchperson shall have been instructed to keep the same confidential in accordance with this Section 9.16), to any direct or indirectcontractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractualcounterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.16);provided that, in the case of clauses (E) and (F), no information may be provided to any Ineligible Institution or person who isknown to be acting on behalf of or fronting an Ineligible Institution, (G) with the written consent of the Borrower, (H) to market datacollectors, similar services providers to the lending industry, and service providers to the Lenders in connection with theadministration and management of the Facilities and (I) to any rating agency when required by such rating agency in connection withrating such Lender, provided that, prior to any such disclosure, such rating agency shall undertake in writing to preserve theconfidentiality of any confidential information relating to the Borrower, any Parent Entity and any Subsidiary received by suchrating agency from the Agent or any Lender. Each Company Party consents to the publication by the Administrative Agent or anyLender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logoor trademark of such Company Party; provided that such names, logos or trademarks are used in a manner that is not intended to, orreasonably likely to, harm or disparage such Company Party or the reputation or goodwill thereof.

Section 1.17 Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/orthe Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of theBorrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similarelectronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish toreceive material non-public information (or, if Holdings is not at the time a public reporting company, material information of a typethat would not reasonably be expected to be publicly available if Holdings was a public reporting company) with respect toHoldings, the Borrower or the Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower herebyagrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed tothe Public Lenders and that all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at aminimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, by marking Borrower Materials“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and theLenders to treat such Borrower Materials as solely containing information that is either (A) publicly available information, (B)information of a type that would customarily be publicly available (as reasonably determined by the Borrower) if Holdings or theBorrower and its Subsidiaries were public reporting companies or (C) not material (although it may be sensitive and proprietary)with respect to Holdings, the Borrower or the Subsidiaries or any of their respective securities for purposes of United States Federaland state securities laws (provided, however, that such Borrower Materials shall be treated as set forth in Section 9.16, to the extentsuch Borrower Materials constitute information subject to the terms thereof), all Borrower Materials marked “PUBLIC” arepermitted to be made available through a portion of the Platform designated “Public Investor;” and the Administrative Agent andthe Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on aportion of the Platform not designated “Public Investor.”

Section 1.18 Release of Liens and Guarantees.

(a) The Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the Liens grantedto the Collateral Agent by the Loan Parties on any Collateral shall be automatically released or terminated, as applicable: in fullupon the

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

occurrence of the Termination Date as set forth in Section 9.18(d) below; upon the Disposition (or any merger, consolidation oramalgamation to effect such Disposition) (including transfers of Receivables Assets in connection with a Qualified ReceivablesFinancing or a factoring or similar transaction) of such Collateral by any Loan Party to a person that is not (and is not required tobecome) a Loan Party in a transaction permitted by this Agreement (and the Collateral Agent may rely conclusively on a certificateto that effect provided to it by any Loan Party upon its reasonable request without further inquiry), to the extent that such Collateralcomprises property leased to a Loan Party, upon termination or expiration of such lease (and the Collateral Agent may relyconclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), ifthe release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of theLenders whose consent may be required in accordance with Section 9.08), to the extent that the property constituting such Collateralis owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with theGuarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided toit by any Loan Party upon its reasonable request without further inquiry), as provided in Section 8.11 (and the Collateral Agent mayrely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry)and as required by the Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of theCollateral Agent pursuant to the Security Documents. Any such release (other than pursuant to clause (i) above) shall not in anymanner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations(other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceedsof any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released inaccordance with the provisions of the Loan Documents.

(b) In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that aSubsidiary Loan Party shall be automatically released from its Guarantee upon consummation of any transaction permittedhereunder resulting in such Subsidiary ceasing to constitute a Subsidiary Loan Party or otherwise becoming an Excluded Subsidiary(and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonablerequest without further inquiry); provided that the release of any Subsidiary Loan Party from its obligations under the LoanDocuments if such Subsidiary Loan Party becomes an Excluded Subsidiary of the type described in clause (b) of the definitionthereof shall only be permitted if such Subsidiary Loan Party is or becomes an Excluded Subsidiary for a bona fide legitimatebusiness purpose of the Borrower and its Subsidiaries and not for the primary purpose of evading the Collateral and GuaranteeRequirement (as determined by the Borrower in good faith).

(c) The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent andthe Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable toevidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18 and toreturn to Holdings or the Borrower all possessory collateral (including share certificates (if any)) held by it in respect of anyCollateral so released, all without the further consent or joinder of any Lender or any other Secured Party. Any representation,warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to bemade. In connection with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and the SecuredParties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents asmay be reasonably requested by the Borrower and at the Borrower’s expense in connection with the release of any Liens created byany Loan Document in respect of such

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Subsidiary, property or asset; provided that such release should be without recourse to or warranty by the Administrative Agent orCollateral Agent.

(d) Notwithstanding anything to the contrary contained herein or any other Loan Document, on the TerminationDate, all Liens granted to the Collateral Agent by the Loan Parties on any Collateral and all obligations of the Borrower and theother Company Parties under any Loan Documents (other than such obligations that expressly survive the Termination Datepursuant to the terms hereof) shall, in each case, be automatically released and, upon request of the Borrower, the AdministrativeAgent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actionsas shall be required to evidence the release its security interest in all Collateral (including returning to Holdings or the Borrower allpossessory collateral (including all share certificates (if any)) held by it in respect of any Collateral), and to evidence the release ofall obligations under any Loan Document (other than such obligations that expressly survive the Termination Date pursuant to theterms hereof), whether or not on the date of such release there may be any obligations in respect of any Secured Hedge Agreements,any Secured Cash Management Agreements or Permitted Supply Chain Obligations and any contingent indemnification obligationsor expense reimbursement claims not then due. Any such release of obligations shall be deemed subject to the provision that suchobligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shallbe rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization ofthe Borrower, the Euro Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservatorof, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as thoughsuch payment had not been made. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred bythe Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions torelease security interest in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d).

(e) Secured Obligations of the Borrower or any of the Subsidiaries under any Secured Cash ManagementAgreement, Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements)or in respect of the Permitted Supply Chain Obligations shall be secured and guaranteed pursuant to the Security Documents only tothe extent that, and for so long as, the other Secured Obligations are so secured and guaranteed. No person shall have any votingrights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured HedgeAgreement or Secured Cash Management Agreement or in respect of the Permitted Supply Chain Obligations. For the avoidance ofdoubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall require the consent of anyholder of obligations under Secured Hedge Agreements or any Secured Cash Management Agreements or the Permitted SupplyChain Obligations.

Section 1.19 [Reserved].

Section 1.20 USA PATRIOT Act and Beneficial Ownership Regulation Notice. Each Lender that is subject to the USAPATRIOT Act and the Beneficial Ownership Regulation and the Administrative Agent (for itself and not on behalf of any Lender)hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation,it is required to obtain, verify and record information that identifies each Company Party, which information includes the name andaddress of each Company Party and other information that will allow such Lender or the Administrative Agent, as applicable, toidentify each Company Party in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation. The Borrowerand Euro Borrower shall, promptly following a request by

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

the Administrative agent or any Lender, provide all documentation and other information that the Administrative Agent or suchLender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money launderingrules and regulations, include the USA PATRIOT Act and the Beneficial Ownership Regulation.

Section 1.21 Affiliate Lenders.

(a) Each Lender who is an Affiliate of the Borrower, excluding any Debt Fund Affiliate, (each, an “AffiliateLender”; it being understood that (x) neither Holdings, the Borrower nor any of their Subsidiaries may be Affiliate Lenders and (y)Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section9.21), in connection with any consent (or decision not to consent) to any amendment, modification, waiver, consent or other actionwith respect to any of the terms of any Loan Document, other action on any matter related to any Loan Document or direction tothe Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) withrespect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or otheraction that adversely affects such Affiliate Lender (in its capacity as a Lender) in a disproportionately adverse manner as comparedto other Lenders, such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportionas the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders. Each Affiliate Lender herebyacknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the U.S. Bankruptcy Codeis not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant toSection 1126(e) of the U.S. Bankruptcy Code such that the vote is not counted in determining whether the applicable class hasaccepted or rejected such plan in accordance with Section 1126(c) of the U.S. Bankruptcy Code; provided that Debt Fund Affiliateswill not be subject to such voting limitations and will be entitled to vote as any other Lender; provided that Debt Fund Affiliates maynot account for more than 49.9% of the “Required Lenders” in any Required Lender vote. Each Affiliate Lender hereby irrevocablyappoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact,with full authority in the place and stead of such Affiliate Lender and in the name of such Affiliate Lender, from time to time in theAdministrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deemreasonably necessary to carry out the provisions of this clause (a).

(b) Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (1)attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender towhich representatives of the Borrower are not then present, (2) receive any information or material prepared by AdministrativeAgent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extentsuch information or materials have been made available to the Borrower or its representatives, (3) make or bring (or participate in,other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, againstAdministrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties orobligations of such Agent or any other such Lender under the Loan Documents, (4) receive advice of counsel to the AdministrativeAgent, the Collateral Agent or any Lender (or challenge any assertion of attorney-client privilege by such counsel), (5) purchase anyTerm Loan if, immediately after giving effect to such purchase, Affiliate Lenders in the aggregate would own Term Loans with anaggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans then outstanding or (6) purchaseany Revolving Facility Loans or Revolving Facility Commitments. It shall be a condition precedent to each assignment to anAffiliate Lender that (x) such Affiliate Lender shall have represented to the assigning Lender in the applicable Assignment andAcceptance, and

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

notified the Administrative Agent, that it is (or will be, following the consummation of such assignment) an Affiliate Lender and thatthe aggregate amount of Term Loans held by it giving effect to such assignments shall not exceed the amount permitted by clause (5)of the preceding sentence and (y) each Lender (other than any other Affiliate Lender) that assigns any Loans to an Affiliate Lendershall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter.

(c) Notwithstanding anything herein to the contrary, (1) no Affiliate Lender may use any proceeds of anyextensions of credit under the Revolving Facility to acquire any Term Loans, Other Term Loans, Incremental Equivalent Debt,Refinancing Term Loans or Refinancing Notes and (2) each Affiliate Lender shall have the right (but shall not be obligated) tocontribute any Term Loans acquired by it to Holdings, the Borrower or any of its Subsidiaries for the purpose of canceling suchIndebtedness, and in exchange therefor such Affiliate Lender may receive debt or equity securities of such entity or a direct orindirect parent entity or subsidiary thereof that are otherwise permitted to be issued by such entity at such time, it being understoodthat (x) such Indebtedness shall be cancelled immediately upon such contribution and (y) any such contribution shall be treated as acapital contribution that builds the Cumulative Credit pursuant to clause (l) of the definition thereof by an amount equal to the fairmarket value (as determined by the Borrower in good faith) of the Term Loans, Other Term Loans, Incremental Equivalent Debt,Refinancing Term Loans or Refinancing Notes so contributed.

Section 1.22 Agency of the Borrower for the Company Parties. Each of the other Company Parties hereby appoints theBorrower as its agent for all purposes relevant to this Agreement and the other Loan Documents, including the giving and receipt ofnotices and consents hereunder or thereunder, the execution and delivery of all documents, instruments and certificates contemplatedherein and therein and all modifications hereto and thereto, and taking all other actions (including in respect of compliance withcovenants and certifications) on behalf of any Company Party hereunder or thereunder. The Borrower hereby accepts suchappointment. Each Company Party agrees that each notice, election, representation and warranty, covenant, agreement andundertaking made on its behalf by the Borrower shall be deemed for all purposes to have been made by such Company Party andshall be binding upon and enforceable against such Company Party to the same extent as if the same had been made directly by suchCompany Party.

Section 1.23 No Liability of the Issuing Banks. Each of the Borrower and the Euro Borrower assumes all risks of the actsor omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither anyIssuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Creditor any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness ofdocuments, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient,fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of aLetter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) anyother circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower and theEuro Borrower each shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to each of the Borrower andthe Euro Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower or the Euro Borrower (asapplicable) that the Borrower or Euro Borrower (as applicable) proves were caused by such Issuing Bank’s willful misconduct orgross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whetherdocuments presented under any Letter of Credit comply with the terms of the Letter of Credit or such Issuing Bank’s willful failureto make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, suchIssuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation,regardless of any notice or information to the contrary.

Section 1.24 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to thecontrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party heretoacknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability isunsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consentsto, and acknowledges and agrees to be bound by

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to anysuch liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in suchAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred onit, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any suchliability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down andconversion powers of any applicable Resolution Authority.

Section 1.25 No Advisory or Fiduciary Responsibility.

(a) In connection with all aspects of each transaction contemplated hereby, each Company Party acknowledgesand agrees, and acknowledges its Affiliates’ understanding, that the Facilities provided for hereunder and any related arranging orother services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of anyother Loan Document) are an arm’s-length commercial transaction between Holdings and its Subsidiaries, on the one hand, and theAgents, the Arrangers, the Issuing Banks and the Lenders, on the other hand, and Holdings, the Borrower and their Subsidiaries arecapable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactionscontemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), in connection with the process leading to such transaction, each of the Agents, the Arrangers, the Issuing Banks and the Lenders isand has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates,stockholders, creditors or employees or any other Person, none of the Agents, the Arrangers, the Issuing Banks or the Lenders hasassumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any of its Affiliates with respectto any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver orother modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers, the Issuing Banks or theLenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated herebyexcept those obligations expressly set forth herein and in the other Loan Documents, the Agents, the Arrangers, the Issuing Banksand the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from,and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Arrangers, the Issuing Banks or theLenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and theAgents, the Arrangers, the Issuing Banks and the Lenders have not provided and will not provide any legal, accounting, regulatory ortax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modificationhereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisorsto the extent they have deemed appropriate. Each Company Party hereby waives and releases, to the fullest extent permitted by law,any claims that it may have against the Agents, the Arrangers, the Issuing Banks and the Lenders with respect to any breach oralleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations.

(b) Each Company Party acknowledges and agrees that each Agent, each Lender, each Arranger, each IssuingBank and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of theBorrower, Holdings, the BDT Investor, any Affiliate thereof or any other person or entity that may do business with or ownsecurities of any of the foregoing, all as if such Agent, Lender, Arranger, Issuing Bank or Affiliate thereof were not an Agent,Lender, Arranger, Issuing Bank or an Affiliate thereof (or an agent or any other person with any similar role under the Facilities) andwithout any duty to account therefor to any other Agent, Lender, Arranger, Issuing Bank, Holdings the Borrower, the BDT Investoror any Affiliate of the foregoing. Each Agent, Lender, Arranger, Issuing Bank and any Affiliate thereof may accept fees and otherconsideration from Holdings, the Borrower, the BDT Investor or any Affiliate thereof for services in connection with thisAgreement, the Facilities or otherwise without having to account for the same to any other Agent, Lender, Arranger, Issuing Bank,Holdings the Borrower, the BDT Investor or any Affiliate of the foregoing. Some or all of the Agents, Lenders, Arrangers andIssuing Banks may have directly or indirectly acquired certain equity interests (including warrants) in Holdings, the Borrower, theBDT Investor or an Affiliate thereof or may have directly or indirectly extended credit on a subordinated basis to Holdings, theBorrower, the BDT Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf of its Affiliates, acknowledges andwaives the potential conflict of interest resulting from any such Agent, Lender, Arranger, Issuing Bank or an Affiliate thereofholding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunderand such Agent, Lender, Arranger, Issuing Bank or any Affiliate thereof directly or indirectly holding equity interests in orsubordinated debt issued by Holdings, the Borrower, the BDT Investor or an Affiliate thereof.

Section 1.26 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support,through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFCCredit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to theresolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. SpecialResolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicablenotwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State ofNew York and/or of the United States or any other state of the United States):

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to aproceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securingsuch Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transferwould be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any suchinterest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the eventa Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special ResolutionRegime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Supportthat may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights couldbe exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the lawsof the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights andremedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to aSupported QFC or any QFC Credit Support.

(b) As used in this Section 9.26, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordancewith, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordancewith, 12 U.S.C. 5390(c)(8)(D).

Section 1.27 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sumdue hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which inaccordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency onthe Business Day preceding that on which final judgment is given. The obligation of each Company Party in respect of any such sumdue from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding anyjudgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with theapplicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Dayfollowing receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the JudgmentCurrency, the Administrative Agent or such Lender, as the case may be, may in

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of theAgreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any CompanyParty in the Agreement Currency, such Company Party agrees, as a separate obligation and notwithstanding any such judgment, toindemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currencyso purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the AdministrativeAgent or such Lender, as the case may be, agrees to return the amount of any excess to such Company Party (or to any other Personwho may be entitled thereto under applicable Requirements of Law.

[Signature Pages Follow]

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respectiveauthorized officers as of the day and year first above written.

WEBER-STEPHEN PRODUCTS LLC, as Borrower

By: Name: Title:

WEBER-STEPHEN PRODUCTS BELGIUM BV, as Euro Borrower

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and as a Lenderand Issuing Bank

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

BANK OF MONTREAL, as a Lender and Issuing Bank

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

CITIBANK, N.A., as a Lender and Issuing Bank

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

JPMORGAN CHASE BANK, N.A., as a Lender and Issuing Bank

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

MORGAN STANLEY SENIOR FUNDING, INC., as a Lender and Issuing Bank

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

UBS AG, STAMFORD BRANCH, as a Lender and Issuing Bank

By: Name: Title:

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank

By: Name: Title:

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Schedule 2.01COMMITMENTS

Initial Term B Loan Commitments

Initial Term B Lender Initial Term B Facility CommitmentAmount Percentage

Bank of America, N.A. $1,250,000,000 100%Total: $1,250,000,000 100%

Initial Revolving Facility Commitments

Initial Revolving Facility Lender Initial Revolving FacilityCommitment Amount Percentage

Bank of America, N.A. $50,000,000 16.67%JPMorgan Chase Bank, N.A. $50,000,000 16.67%Morgan Stanley Senior Funding, Inc. $50,000,000 16.67%Citibank, N.A. $40,000,000 13.33%UBS AG, Stamford Branch $40,000,000 13.33%Wells Fargo Bank, National Association $40,000,000 13.33%Bank of Montreal $30,000,000 10.00%Total: $300,000,000 100%

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Specified Letter of Credit Sublimit

Issuing Bank Specified Letter of Credit Sublimit PercentageBank of America, N.A. $6,096,508.80 19.61%JPMorgan Chase Bank, N.A. $5,000,000.00 9.65%Morgan Stanley Senior Funding, Inc. $5,000,000.00 12.86%Citibank, N.A. $4,000,000.00 16.08%UBS AG, Stamford Branch $4,000,000.00 16.08%Wells Fargo Bank, National Association $4,000,000.00 12.86%Bank of Montreal $3,000,000.00 12.86%Total: $31,096,508.80 100%

Exhibit 21

Subsidiaries of the Registrant

Subsidiary JurisdictionWeber-Stephen Products LLC USAWeber-Stephen Products Co. (Aust) Pty Ltd. AustraliaWeber-Stephen Products (U.K.) Limited UKWeber-Stephen Nordic ApS DenmarkWeber-Stephen France SAS FranceWeber-Stephen Deutschland GmbH GermanyWeber-Stephen Österreich GmbH AustriaWeber-Stephen Holland B.V. HollandWeber-Stephen Products Belgium BVBA BelgiumWeber-Stephen Holdings (U.K.) Ltd. UKWeber-Stephen Products Italia SRL ItalyWeber-Stephen Canada Company CanadaWeber-Stephen Products (Hong Kong) Limited Hong KongWeber HoldCo LLC USAWSP IntermediateCo, LLC USAJune Life, Inc. USAJune Life Holdings I, LLC USAJune Life Holdings II, LLC USA

Exhibit 23.1

#94410682v5 #94410682v525188659.4#94856459v2 25803868.2#94856459v3

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-258645) pertaining to the Weber Inc. Omnibus Incentive Plan andthe Weber Inc. Employee Stock Purchase Plan of our report dated December 14, 2021, with respect to the consolidated financial statements of Weber Inc. includedin this Annual Report (Form 10-K) for the year ended September 30, 2021.

/s/ Ernst & Young LLP

Chicago, Illinois December 14, 2021

Exhibit 31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chris M. Scherzinger, certify that:

1. I have reviewed this Annual Report on Form 10-K of Weber Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to

ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

(b) [Paragraph intentionally omitted pursuant to Exchange Act Rule 13a-14];

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal

quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: December 14, 2021 By: /s/ Chris M. Scherzinger Chris M. Scherzinger

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William J. Horton, certify that:

1. I have reviewed this Annual Report on Form 10-K of Weber Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to

ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

(b) [Paragraph intentionally omitted pursuant to Exchange Act Rule 13a-14];

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal

quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: December 14, 2021 By: /s/ William J. Horton William J. Horton

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Weber Inc. for the period ending September 30, 2021 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Chris M. Scherzinger, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-OxleyAct of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Weber Inc.

Date: December 14, 2021 By: /s/ Chris M. Scherzinger Chris M. Scherzinger

Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Weber Inc. for the period ending September 30, 2021 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, William J. Horton, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Actof 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Weber Inc.

Date: December 14, 2021 By: /s/ William J. Horton William J. Horton

Chief Financial Officer

(Principal Financial Officer)