Traeger, Inc. [•] SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2021 • TGPX Holdings I LLC • Household appliances • New York
MANAGEMENT STOCKHOLDERS AGREEMENT by and among TRAEGER, INC. and JEREMY ANDRUS Dated as of [●], 2021Management Stockholders Agreement • July 21st, 2021 • TGPX Holdings I LLC • Household appliances • Delaware
This MANAGEMENT STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [•], 2021, by and among (i) Traeger, Inc., a Delaware corporation (the “Issuer”), and (ii) Jeremy Andrus (“Andrus”).
STOCKHOLDERS AGREEMENT by and among TRAEGER, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of [●], 2021Stockholders Agreement • July 21st, 2021 • TGPX Holdings I LLC • Household appliances
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2021, by and among (i) Traeger, Inc., a Delaware corporation (the “Issuer”); (ii) AEA Investors Fund VI LP, a Cayman Islands exempted limited partnership (“AEA VI”); (iii) AEA TGP Holdco LP (the “AEA Stockholders”); (iii) 2594868 Ontario Limited (the “OTPP Stockholder”); (iv) TCP Traeger Holdings SPV LLC, a Delaware limited liability company (the “TCP Stockholder”); and (v) any other Person who becomes a party hereto pursuant to Article V (each, such Person, the AEA Stockholder, the OTPP Stockholder and the TCP Stockholder, a “Stockholder” and such Person collectively with the AEA Stockholders, the OTPP Stockholder and the TCP Stockholder, the “Stockholders”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF TGPX HOLDINGS I LLC Dated as of July 21, 2021Limited Liability Company Agreement • July 21st, 2021 • TGPX Holdings I LLC • Household appliances • Delaware
Reference is hereby made to that certain Limited Liability Company Agreement of TGPX Holdings I LLC (the “Company”), dated as of August 23, 2017 (the “LLC Agreement”), entered into by TGP Holdings LP, a Delaware limited partnership, as the sole member of the Company (the “Member”). All capitalized terms used in this Amendment (this “Amendment”) have the meanings ascribed to such terms in the LLC Agreement unless otherwise defined herein. This Amendment shall be dated as of the date first set forth above and as necessary to give effect to the actions contemplated hereby.
Re: Waiver of CompensationWaiver of Compensation • July 21st, 2021 • TGPX Holdings I LLC • Household appliances
This letter serves to memorialize your agreement with Traeger, Inc. (together with its subsidiaries, the “Company”) regarding certain compensation-related matters relating to your Employment Agreement and, in certain cases, during the Waiver Period (each, as defined below). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Amended and Restated Employment Agreement, dated as of September 25, 2017, between you, Traeger Pellet Grills LLC and TGP Holdings LP (the “Employment Agreement”), as in effect on the date hereof.
