AGREEMENT AND PLAN OF MERGER By and Among WEBER INC., RIBEYE PARENT, LLC and RIBEYE MERGER SUB, INC. Dated as of December 11, 2022Agreement and Plan of Merger • December 12th, 2022 • Trott Byron D • Household appliances • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 11, 2022, among Weber Inc., a Delaware corporation (the “Company”), Ribeye Parent, LLC, a Delaware limited liability company (“Parent”), and Ribeye Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
JOINT FILING AGREEMENT August 19, 2021Joint Filing Agreement • August 19th, 2021 • Trott Byron D • Household appliances
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock, par value $0.001 per share, of Weber Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2021 • Trott Byron D • Household appliances • New York
This Securities Purchase Agreement (this “Agreement”) is entered into as of August [·], 2021 by and among (a) Weber Inc., a Delaware corporation (“Pubco”), on the one hand, and (b) BDT WSP Holdings, LLC, a Delaware limited liability company; WSP Investment LLC, a Delaware limited liability company; Weber-Stephen Management Pool LLC, a Delaware limited liability company; and each other person appearing on the signature pages hereto (each person set forth in this clause (b), a “Seller” and, together, the “Sellers”), on the other hand.
December 11, 2022 Ribeye Parent, LLC c/o BDT Capital Partners, LLC Chicago, Illinois 60611 Ladies and Gentlemen:Trott Byron D • December 12th, 2022 • Household appliances • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of December 11, 2022 (as it may be amended or otherwise modified in accordance with its terms from time to time, the “Merger Agreement”), by and among Weber Inc., a Delaware corporation (the “Company”), Ribeye Parent, LLC, a Delaware limited liability company (“Parent”), and Ribeye Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger (the “Merger”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement. This letter agreement (this “Letter”) sets forth the commitments of the funds listed under the heading “Fund” on Schedule 1 attached hereto (each, together with its respective successors and assigns, a “Fund” and collectively, the “Funds”), in
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2021 • Trott Byron D • Household appliances • New York
This Securities Purchase Agreement (this “Agreement”) is entered into as of August [·], 2021 by and among (a) Weber Inc., a Delaware corporation (“Pubco”), on the one hand, and (b) BDT Capital Partners I-A Holdings, LLC (Series A), a Delaware limited liability company, and each other person appearing on the signature pages hereto (each person set forth in this clause (b) and any successor to such entity, a “Blocker Equityholder” and, together, the “Blocker Equityholders”), on the other hand.
