BIRKENSTOCK HOLDING PLC [ • ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 2nd, 2023 • Birkenstock Holding LTD • Footwear, (no rubber) • New York
Birkenstock Holding plc, a Jersey public limited company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ • ] ordinary shares of the Company, and BK LC Lux MidCo S.à r.l., a société à responsabilité limitée, incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B252140, having its registered office at 40 avenue Monterey L-2163, Grand Duchy of Luxembourg, being the sole shareholder of the Company (the “Selling Shareholder”), proposes to sell to the several Underwriters an aggregate of [ • ] ordinary shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholder proposes to sell, at the option of the Underwriters, up to an additional [ • ] ordinary shares of the Company (collectively, the “Option Sha
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2023 • Birkenstock Holding LTD • Footwear, (no rubber) • Jersey
This Indemnification Agreement (this “Agreement”) is made as of , 2023 by and between Birkenstock Holding plc, a Jersey public company (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, [including, but not limited to, BK LC Lux SPV S.à r.l.]1 and , an individual (“Indemnitee”).
TAX RECEIVABLE AGREEMENT by and among BIRKENSTOCK HOLDING PLC and BK LC LUX MIDCO S.À R.L. Dated as of [—], 2023Tax Receivable Agreement • October 2nd, 2023 • Birkenstock Holding LTD • Footwear, (no rubber) • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [—], 2023, is hereby entered into by and between Birkenstock Holding plc, a Jersey public limited company (the “Company”), and BK LC Lux MidCo S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (in its capacity as the shareholder of the Company immediately prior to the IPO and related transactions, the “Pre-IPO Shareholder” and, in its capacity as a party to this Agreement, together with its permitted successors and assignees, the “Shareholder”).
