HAYWARD HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF March 16, 2021

HAYWARD HOLDINGS, INC.

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

DATED AS OF March 16, 2021

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION			1
1.1 Definitions			1
1.2 Rules of Construction			12
ARTICLE II ISSUANCES AND TRANSFERS OF SECURITIES			13
2.1 Issuances and Transfers of Securities			13
2.2 Restriction on Transfer; Coordination			13
2.3 [Intentionally Omitted.]			15
2.4 [Intentionally Omitted.]			15
2.5 Call Right; Forfeiture			15
ARTICLE III [INTENTIONALLY OMITTED.]			18
ARTICLE IV [INTENTIONALLY OMITTED.]			18
ARTICLE V REGISTRATION RIGHTS			18
5.1 [Intentionally Omitted.]			18
5.2 Required Registration			18
5.3 Piggyback Registration			20
5.4 Registration on Form S-3 or Form S-3ASR			21
5.5 Holdback Agreement			23
5.6 Preparation and Filing			24
5.7 Expenses			27
5.8 Indemnification			28

5.9 Underwriting Agreement			30
5.10 Information by Holder			32
5.11 Exchange Act Compliance			32
ARTICLE VI SECURITIES LAW COMPLIANCE; LEGENDS			32
6.1 Restrictive Legends			32
6.2 Notice of Transfer			32
6.3 Removal of Legends, Etc			33
6.4 Additional Legend			33
6.5 Future Stockholders			34
ARTICLE VII AMENDMENT AND WAIVER			34
7.1 Amendment			34
7.2 Waiver			35
ARTICLE VIII TERMINATION			35
ARTICLE IX MISCELLANEOUS			35
9.1 Severability			35
9.2 Entire Agreement			35
9.3 Independence of Agreements and Covenants			36
9.4 Successors and Assigns			36
9.5 Counterparts; Facsimile Signatures; Validity			36
9.6 Remedies			36
9.7 Notices			37
9.8 Governing Law; Venue			38
9.9 Waiver of Jury Trial			39
9.10 Further Assurances			39
9.11 Conflicting Agreements			39
9.12 Third Party Reliance			40
9.13 Subsidiaries			40
9.14 Adjustments			40
9.15 Non-Recourse			40

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION			1
1.1 Definitions			1
1.2 Rules of Construction			12
ARTICLE II ISSUANCES AND TRANSFERS OF SECURITIES			13
2.1 Issuances and Transfers of Securities			13
2.2 Restriction on Transfer; Coordination			13
2.3 [Intentionally Omitted.]			15
2.4 [Intentionally Omitted.]			15

2.5 Call Right; Forfeiture			15
ARTICLE III [INTENTIONALLY OMITTED.]			18
ARTICLE IV [INTENTIONALLY OMITTED.]			18
ARTICLE V REGISTRATION RIGHTS			18
5.1 [Intentionally Omitted.]			18
5.2 Required Registration			18
5.3 Piggyback Registration			20
5.4 Registration on Form S-3 or Form S-3ASR			21
5.5 Holdback Agreement			23
5.6 Preparation and Filing			24
5.7 Expenses			27
5.8 Indemnification			28
5.9 Underwriting Agreement			30
5.10 Information by Holder			32
5.11 Exchange Act Compliance			32
ARTICLE VI SECURITIES LAW COMPLIANCE; LEGENDS			32
6.1 Restrictive Legends			32
6.2 Notice of Transfer			32
6.3 Removal of Legends, Etc			33
6.4 Additional Legend			33
6.5 Future Stockholders			34
ARTICLE VII AMENDMENT AND WAIVER			34
7.1 Amendment			34
7.2 Waiver			35
ARTICLE VIII TERMINATION			35
ARTICLE IX MISCELLANEOUS			35
9.1 Severability			35
9.2 Entire Agreement			35
9.3 Independence of Agreements and Covenants			36
9.4 Successors and Assigns			36
9.5 Counterparts; Facsimile Signatures; Validity			36
9.6 Remedies			36
9.7 Notices			37
9.8 Governing Law; Venue			38
9.9 Waiver of Jury Trial			39
9.10 Further Assurances			39
9.11 Conflicting Agreements			39
9.12 Third Party Reliance			40
9.13 Subsidiaries			40

9.14 Adjustments			40
9.15 Non-Recourse			40

IN WITNESS WHEREOF, the undersigned have duly executed this Stockholders’ Agreement as of the date first written above.

COMPANY:

HAYWARD HOLDINGS, INC.

By: /s/ Xxxxx Xxxxxxxx        

    Name: Xxxxx Xxxxxxxx

    Title: President and Chief Executive Officer

CCMP INVESTORS:

CCMP CAPITAL INVESTORS III, L.P.

By: CCMP CAPITAL ASSOCIATES III, L.P.,

Its General Partner

By: CCMP CAPITAL ASSOCIATES III GP, LLC,

Its General Partner

By: /s/ Xxxx XxXxxxxx            

    Name: Xxxx XxXxxxxx

    Title: Managing Director    

CCMP CAPITAL INVESTORS (EMPLOYEE) III, L.P.

By: CCMP CAPITAL ASSOCIATES III, L.P.,

Its General Partner

By: CCMP CAPITAL ASSOCIATES III GP, LLC,

Its General Partner

By: /s/ Xxxx XxXxxxxx            

    Name: Xxxx XxXxxxxx

    Title: Managing Director    

MSD INVESTORS:

MSD AQUA PARTNERS, LLC

By: /s/ Xxxxxxxx Xxxxxxx        

    Name: Xxxxxxxx Xxxxxxx

    Title: Vice President

AIMCO INVESTORS:

PE16PX ROCKY MOUNTAIN LTD.

By: /s/ Xxxxx Xxxxxx            

    Name: Xxxxx Xxxxxx

    Title: Director

PE16GV ROCKY MOUNTAIN LTD.

By: /s/ Xxxxx Xxxxxx            

    Name: Xxxxx Xxxxxx

    Title: Director

a.
Joinder Agreement

The undersigned is executing and delivering this Joinder Agreement pursuant to the Hayward Holdings, Inc. Amended and Restated Stockholders’ Agreement, dated as of March 16, 2021 (as amended, modified, restated or supplemented from time to time, the “Stockholders’ Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Stockholders’ Agreement.

By executing and delivering this Joinder Agreement to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Stockholders’ Agreement in the same manner as if the undersigned were an original signatory to such agreement.

The undersigned agrees that the undersigned shall be a Stockholder and [a] [an] [CCMP Investor] [MSD Investor] [AIMCo Investor] [Management Stockholder] [Other Stockholder].

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of
.

			Signature of Stockholder Print Name of Stockholder
Number of Stockholder Shares: _________shares of Common Stock			Address E-mail Telephone
ACKNOWLEDGED & ACCEPTED: HAYWARD HOLDINGS, INC. By Name: Title: