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
BIRKENSTOCK HOLDING PLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2024 • Birkenstock Holding PLC • Footwear, (no rubber) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 13, 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.
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”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 18th, 2024 • Birkenstock Holding PLC • 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 October 13, 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”).
TAX RECEIVABLE AGREEMENT by and among Birkenstock holding PLC and BK LC Lux MidCo S.à r.l. Dated as of October 10, 2023Tax Receivable Agreement • January 18th, 2024 • Birkenstock Holding PLC • Footwear, (no rubber) • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 10, 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”).
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”).
