AGREEMENT AND PLAN OF MERGER By and Among WEBER INC., RIBEYE PARENT, LLC and RIBEYE MERGER SUB, INC. Dated as of December 11, 2022Merger Agreement • December 12th, 2022 • Weber Inc. • 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.
ContractLoan Agreement • December 12th, 2022 • Weber Inc. • Household appliances • New York
WHEREAS, reference is made to that certain Loan Agreement, dated as of November 8, 2022 (the “Loan Agreement”), among the Borrower and the Lenders from time to time party thereto.
ContractLimited Liability Company Agreement • December 12th, 2022 • Weber Inc. • Household appliances • Delaware
FIRST AMENDMENT (this “Amendment”) dated as of December 11, 2022 to the AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WEBER HOLDCO LLC, a Delaware limited liability company (the “Company”).
amendment NO. 1 to the TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 12th, 2022 • Weber Inc. • Household appliances
This AMENDMENT NO. 1 (this “Amendment”) to that certain Tax Receivable Agreement, dated as of August 9, 2021 (the “Tax Receivable Agreement”), by and among Weber Inc., a Delaware corporation (the “PubCo”), Weber HoldCo, LLC, a Delaware limited liability company (and a continuation of the Weber-Stephen Products, LLC partnership for U.S. federal income tax purposes) (“OpCo”), BDT WSP Holdings, LLC, a Delaware limited liability company (“Holdings”), and the other parties identified thereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”), is made and entered into by the Requisite Parties (as defined below) on December 11, 2022. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Tax Receivable Agreement.
LOAN AGREEMENT dated as of December 11, 2022, between WEBER-STEPHEN PRODUCTS LLC, as the Borrower, and the Lenders referred to herein, as the LendersLoan Agreement • December 12th, 2022 • Weber Inc. • Household appliances • New York
LOAN AGREEMENT dated as of December 11, 2022, among WEBER-STEPHEN PRODUCTS LLC, a Delaware limited liability company (the “Borrower”), and the Lenders from time to time party hereto.
