AGREEMENT AND PLAN OF MERGER By and Among WEBER INC., RIBEYE PARENT, LLC and RIBEYE MERGER SUB, INC. Dated as of December 11, 2022Agreement and Plan of Merger • December 12th, 2022 • Trott Byron D • Household appliances • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 11, 2022, among Weber Inc., a Delaware corporation (the “Company”), Ribeye Parent, LLC, a Delaware limited liability company (“Parent”), and Ribeye Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
December 11, 2022 Ribeye Parent, LLC c/o BDT Capital Partners, LLC Chicago, Illinois 60611 Ladies and Gentlemen:Trott Byron D • December 12th, 2022 • Household appliances • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of December 11, 2022 (as it may be amended or otherwise modified in accordance with its terms from time to time, the “Merger Agreement”), by and among Weber Inc., a Delaware corporation (the “Company”), Ribeye Parent, LLC, a Delaware limited liability company (“Parent”), and Ribeye Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger (the “Merger”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement. This letter agreement (this “Letter”) sets forth the commitments of the funds listed under the heading “Fund” on Schedule 1 attached hereto (each, together with its respective successors and assigns, a “Fund” and collectively, the “Funds”), in
