BIRKENSTOCK HOLDING PLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2023 • Birkenstock Holding LTD • Footwear, (no rubber) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2023 among Birkenstock Holding plc, a Jersey public limited company (the “Company”), BK LC Lux MidCo S.à r.l., private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg (“MidCo”), each Person who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 15th, 2023 • Birkenstock Holding LTD • Footwear, (no rubber) • New York
SHAREHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of , 2023, between Birkenstock Holding plc, a Jersey public limited company with company number 148522 (the “Issuer”), and BK LC Lux MidCo S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg (“MidCo” and together with any other shareholders of the Issuer who become party hereto in accordance with this Agreement, the “Shareholders”).
BK LC Lux Finco 1 S.à r.l., as Issuer The Initial Guarantors named herein BK LC Lux Finco 2 S.à r.l. as Parent 5.25% Senior Notes due 2029 SENIOR NOTES INDENTURE Dated as of April 29, 2021 GLAS Trust Company LLC, as Trustee Goldman Sachs Bank USA, as...Senior Notes Indenture • September 15th, 2023 • Birkenstock Holding LTD • Footwear, (no rubber) • New York
THIS SENIOR NOTES INDENTURE (this “Indenture”), dated as of April 29, 2021, among BK LC Lux Finco 1 S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 40, Avenue Monterey, L—2163 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B252262 (the “Issuer”), the Initial Guarantors named herein, BK LC Lux Finco 2 S.à r.l., as Parent (the “Parent”), GLAS Trust Company LLC, as trustee (the “Trustee”), Goldman Sachs Bank USA, as security agent (the “Security Agent”), GLAS Trust Company LLC, as paying agent (in such capacity, the “Principal Paying Agent”), transfer agent (in such capacity, the “Transfer Agent”) and as registrar (in such capacity, the “Registrar”).
