Exchange AgreementExchange Agreement • March 8th, 2023 • Burlington Stores, Inc. • Retail-department stores • New York
The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”), hereby agrees to exchange (the “Exchange”), with Burlington Stores, Inc., a Delaware corporation (the “Company”), certain 2.25% Convertible Senior Notes due 2025, CUSIP 122017 AB2 (the “Notes”) for the Exchange Consideration (as defined below) pursuant to this exchange agreement (the “Agreement”). Capitalized terms used but not defined in this Agreement have the respective meanings set forth in the indenture with respect to the Notes, dated as of April 16, 2020, between the Company and Wilmington Trust, National Association, as Trustee (the “Indenture”).
