Solo Brands, Inc. (Form: S-1/A, Received: 10/20/2021 10:53:17)

SOLO BRANDS, INC.

PARTICIPANT

[Participant Name]

As filed with the Securities and Exchange Commission on October 20, 2021.

Registration No. 333-260026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Solo Brands, Inc.

(Exact name of registrant as specified in its charter)


Delaware	3949	87-1360865
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1070 S. Kimball Ave. Suite 121

Southlake, TX 76092

(817) 900-2664

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Merris

Chief Executive Officer

Solo Brands, Inc.

1070 S. Kimball Ave. Suite 121

Southlake, TX 76092

(817) 900-2664

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ian D. Schuman, Esq.
John H. Chory, Esq.

Adam J. Gelardi, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas

New York, NY 10020-1300
Telephone: (212) 906-1200
Fax: (212) 751-4864

Thomas Holden, Esq.
Ropes & Gray LLP
3 Embarcadero Center
San Francisco, CA 94111-4006
Telephone: (415) 315-2355
Fax: (415) 315-4823

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities To Be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Class A Common Stock, $0.001 par value per share	14,838,708	$17.00	$252,258,036	$23,384.32

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) promulgated under the Securities Act of 1933, as amended.

Includes shares of Class A common stock that may be issuable upon exercise of an option to purchase additional shares granted to the underwriters.

(3)

Of this amount, $9,270 was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to completion

Preliminary Prospectus dated October 20, 2021

PROSPECTUS

12,903,225 Shares

LOGO

Class A Common Stock

This is the initial public offering of shares of Class A Common Stock of Solo Brands, Inc. We are offering 12,903,225 shares of our Class A Common Stock.

Prior to this offering, there has been no public market for our Class A Common Stock. The estimated initial public offering price is between $14.00 and $17.00 per share. We expect to list our Class A Common Stock on the New York Stock Exchange, or NYSE, under the symbol “DTC.”

We will use the net proceeds that we receive from this offering to purchase from Solo Stove Holdings, LLC, which we refer to as Holdings, newly-issued common membership interests of Holdings which we refer to as the LLC Interests. There is no public market for the LLC Interests. The purchase price for the LLC Interests will be equal to the initial public offering price of our Class A Common Stock, less the underwriting discounts and commissions referred to below. We intend to cause Holdings to use the net proceeds it receives from us in connection with this offering as described in “Use of Proceeds.” Simultaneously with this offering, certain of the indirect owners of membership interests in Holdings, whom we refer to as Former LLC Owners, will exchange their indirect ownership interests for shares of Class A Common Stock, and other holders of membership interests in Holdings, whom we refer to as the Continuing LLC Owners, will retain their membership interests in Holdings.

This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C approach provides the existing owners with the tax treatment of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately redeem their pass-through interests for shares of Class A common stock or cash from the sale of newly issued shares of Class A common stock. In connection with this offering, we will enter into the Tax Receivable Agreement (as defined below), which will require Solo Brands, Inc. to make cash payments to the Continuing LLC Owners (as defined below) in respect of certain tax benefits to which Solo Brands, Inc. may become entitled and confers significant economic benefits to the Continuing LLC Owners, and we expect that the payments Solo Brands, Inc. will be required to make will be significant and could materially effect our liquidity. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

We will have two classes of common stock outstanding after this offering: Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock and Class B Common Stock entitles its holder to one vote on all matters presented to our stockholders generally. Immediately following this offering, all of our Class B Common Stock will be held by the Continuing LLC Owners, on a one-to-one basis with the number of LLC Interests they own for a purchase price equal to the aggregate par value of such shares of Class B Common Stock. Immediately following this offering, the holders of our Class A Common Stock issued in this offering collectively will hold 13.5% of the economic interests in us and 13.5% of the voting power in us, the Former LLC Owners, through their ownership of Class A Common Stock, collectively will hold 51.0% of the economic interests in us and 51.0% of the voting power in us, and the Continuing LLC Owners, through their ownership of all of the outstanding Class B Common Stock, collectively will hold no economic interest in us and the remaining 34.8% of the voting power in us. We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will be the LLC Interests we purchase from Holdings and acquire directly from the Continuing LLC Owners and indirectly from the Former LLC Owners, representing an aggregate 65.2% economic interest in Holdings. The remaining 34.8% economic interest in Holdings will be owned by the Continuing LLC Owners through their ownership of LLC Interests.

We will be the sole managing member of Holdings. We will operate and control all of the business and affairs of Holdings and, through Holdings and its subsidiaries, conduct our business.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in shares of our Class A Common Stock involves risks that are described in the “Risk Factors” section beginning on page 34 of this prospectus.


	Per Share	Total
Public offering price	$	$
Underwriting discounts (1)	$	$
Proceeds, before expenses, to us	$	$

(1)

See “Underwriting” for additional information regarding underwriting compensation.

At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons through a reserved share program. For additional information, see the section titled “Certain Relationships and Related Party Transactions” or “Underwriting”.

We have granted the underwriters an over-allotment option for a period of 30 days to purchase up to 1,935,483 additional shares of Class A Common Stock.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on , 2021.


BofA Securities		J.P. Morgan		Jefferies



Citigroup	Credit Suisse	Piper Sandler	William Blair



Fifth Third Securities	Academy Securities	C.L. King & Associates

The date of this prospectus is , 2021.

LOGO

TABLE OF CONTENTS


	Page
PROSPECTUS SUMMARY		1
THE OFFERING		20
RISK FACTORS		34
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		74
USE OF PROCEEDS		76
DIVIDEND POLICY		77
TRANSACTIONS		78
CAPITALIZATION		82
DILUTION		84
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		87
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		99
BUSINESS		120
MANAGEMENT		140
EXECUTIVE COMPENSATION		146
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		163
PRINCIPAL STOCKHOLDERS		172
DESCRIPTION OF CAPITAL STOCK		175
DESCRIPTION OF INDEBTEDNESS		182
SHARES ELIGIBLE FOR FUTURE SALE		184
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		187
UNDERWRITING		191
LEGAL MATTERS		201
EXPERTS		201
WHERE YOU CAN FIND MORE INFORMATION		201
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A Common Stock offered by this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date regardless of the time of its delivery or of any sale of shares of Class A common stock. Our business, results of operations, financial condition, and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A Common Stock and the distribution of this prospectus and any such free writing prospectus outside the United States.

BASIS OF PRESENTATION

In connection with the closing of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions and this offering, which we refer to collectively as the “Transactions.” See “Transactions” for additional information regarding the Transactions.

On May 3, 2021, Holdings acquired 60% of the voting equity interests in Oru Kayak, Inc. (“Oru”), and an option to purchase the remaining 40% of voting equity interests in Oru upon a liquidity event at the option of Holdings, for total net cash paid of $25.4 million (the “Oru Acquisition”). On August 2, 2021, Holdings acquired International Surf Ventures, Inc. (“Isle”) for approximately $24.8 million in cash, subject to working capital adjustments and completion of the determination of total purchase consideration (the “Isle Acquisition”). On September 1, 2021, Holdings acquired Chubbies, Inc. (“Chubbies”) for approximately $129.5 million in net consideration provided, subject to the finalization of the estimated total purchase consideration and net assets acquired (the “Chubbies Acquisition” and together with the Oru Acquisition and the Isle Acquisition, the “Acquisitions” and each an “Acquisition”). See the Notes to the audited and unaudited financial statements of Holdings included elsewhere in this prospectus for more information regarding the Acquisitions.

As used in this prospectus, unless the context otherwise requires, references to:

•

“we,” “us,” “our,” the “Company,” “Solo Stove,” “Solo Brands, Inc.” and similar references refer: (i) following the consummation of the Transactions, including this offering, to Solo Brands, Inc., and, unless otherwise stated, all of its subsidiaries, including Solo Stove Holdings, LLC, which we refer to as “Holdings,” and, unless otherwise stated, all of its subsidiaries, and (ii) on or prior to the completion of the Transactions, including this offering, to Holdings and, unless otherwise stated, all of its subsidiaries. In each case, such references include the companies acquired in the Acquisitions from the date of the applicable Acquisition. Unless otherwise indicated, (i) information presented for a period entirely preceding an Acquisition does not give effect to the consummation of such Acquisition and reflects only the subsidiaries and brands owned prior to such Acquisition and (ii) information presented for a period following an Acquisition or during which an Acquisition occurred includes the impact of the Acquisition from the date of such Acquisition.

•

“Continuing LLC Owners” refers to Original LLC Owners who will continue to own LLC Interests (as defined below) after the Transactions and who may, following the consummation of this offering, exchange their LLC Interests for shares of our Class A Common Stock or a cash payment as described in “Certain relationships and related party transactions—Holdings LLC Agreement,” in each case, together with a cancellation of the same number of its shares of Class B Common Stock.

•

“Former LLC Owners” refers to all of the Original LLC Owners (excluding the Continuing LLC Owners) who will exchange their indirect ownership interests in Holdings for shares of our Class A Common Stock and cash in connection with the consummation of this offering.

•

“LLC Interests” refer to a single class of common membership interests of Holdings.

•

“Original LLC Owners” refer to the direct and certain indirect owners of Holdings, collectively, prior to the Transactions.

Following completion of the Transactions, we will be a holding company and the sole managing member of Holdings and our principal asset will be LLC Interests of Holdings. The issuer, Solo Brands, Inc., was formed on June 23, 2021. Holdings is the predecessor of the issuer for financial reporting purposes. Accordingly, this prospectus contains the historical financial statements of Holdings. As we will have no other interest in any operations other than those of Holdings and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Holdings and its subsidiaries. As Solo Brands, Inc. has no business transactions or activities to date and had no assets or liabilities during the periods presented, the historical

financial statements of this entity are not included in this prospectus. Following completion of this offering, the reporting entity for purposes of periodic reporting will be Solo Brands, Inc.

Frontline Advance, LLC (dba Solo Stove) was formed as a limited liability company in the state of Texas on June 10, 2011. Effective as of August 20, 2021, the name of Frontline Advance, LLC was changed to Solo DTC Brands, LLC. Solo DTC Brands, LLC is referred to by this new name throughout this prospectus, even when referring to events or periods pre-dating this change of name. While operating as a limited liability company from 2011 to 2019, Solo Stove had two owners, or the Founders, which together owned 100% of the outstanding membership interest. For all periods, the operations of the Company are conducted through Solo DTC Brands, LLC.

Pursuant to the membership interest purchase agreement, or the 2019 Agreement, dated September 24, 2019, SS Acquisitions, Inc. (which was majority-owned by Bertram Capital) acquired 66.74% of the total Class A-1 and Class A-2 units of Solo DTC Brands, LLC from the Founders for a total consideration of $52.3 million. The remaining interests were retained by the Founders and other employees who acquired interest as part of the 2019 Agreement.

Holdings was formed as a single-member limited liability company in the state of Delaware on October 6, 2020. Through a wholly-owned subsidiary, pursuant to the securities purchase agreement, or the 2020 Agreement, dated October 9, 2020, Holdings acquired 100% of the outstanding units of Solo DTC Brands, LLC. As a result, Solo DTC Brands, LLC became a wholly-owned subsidiary of Holdings. In exchange, Holdings issued Class A and B units, through which Summit Partners Growth Equity Funds, Summit Partners Subordinated Debt Funds, and Summit Investors X Funds, or collectively, the Summit Partners, acquired an effective 58.82% of Holdings for total consideration of $273.1 million. The remaining units were retained by the Founders, SS Acquisitions, Inc., and other employees as part of the 2020 Agreement.

The period from January 1, 2019, through September 23, 2019, reflects the historical cost basis of accounting that existed prior to the 2019 Agreement. This period is referred to as the “Predecessor.” The period from September 24, 2019, through December 31, 2019, and the period from January 1, 2020, through October 8, 2020, is referred to as “Intermediate Successor.” The Intermediate Successor period reflects the costs and activities as well as the recognition of assets and liabilities at their fair values pursuant to the election of push-down accounting as of the consummation of the 2019 Agreement.

The period from October 9, 2020, through December 31, 2020, is referred to as “Successor.” The Successor period reflects the costs and activities as well as the recognition of assets and liabilities of the Company at their fair values pursuant to the election of push-down accounting as of the consummation of the 2020 Agreement. Due to the application of acquisition accounting, the election of push-down accounting, and the conforming of significant accounting policies, the results of the consolidated financial statements for the Predecessor, Intermediate Successor, and Successor periods are not comparable.

For the purpose of discussing the recent financial results we have combined the Predecessor and Intermediate Successor for fiscal year 2019 and the Intermediate Successor and Successor for fiscal year 2020, which are prepared on a different accounting basis, and simply added together the two related periods. The combination does not comply with the accounting principles generally acceptable in the United States, or GAAP, or with the rules for pro forma presentation.

The consolidated financial statements contained herein have been prepared in accordance with GAAP.

The unaudited pro forma financial information of Solo Brands, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Holdings and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Transactions,” including the completion of this offering and the Chubbies Acquisition. The unaudited pro forma consolidated balance sheet as of June 30, 2021 gives effect to the Transactions and the Chubbies Acquisition as if they had occurred on that date. The unaudited pro forma

iii

consolidated statements of operations for the year ended December 31, 2020 have been prepared to illustrate the effects of the Transactions and the Chubbies Acquisition as if they occurred on January 1, 2020. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes our trademarks and trade names that we own or license, such as SOLO STOVE, SOLO BRANDS, SOLO STOVE with flame logo, SOLO BRANDS with flame logo and our flame logo, CHUBBIES, ISLE and ORU KAYAK. This prospectus also includes trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this prospectus appear without any “^™” or “^®” symbol, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from P.J. Solomon, or the International Casual Furnishings Association, Cowen or Ducker. Other information concerning our industry and the markets in which we operate is based on independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all the information you should consider before investing in our Class A Common Stock. You should read this entire prospectus carefully, including the risks of investing in our Class A Common Stock discussed under the heading “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and the financial statements and related notes included elsewhere in this prospectus before making an investment decision.

Our Mission

We aim to help the customers in our communities live a good life by inspiring moments that create lasting memories. When we are at our best, our products serve as the centerpiece of awesome experiences and unlock nostalgia for past ones. We own and operate premium authentic lifestyle brands with ingenious products we market and deliver by leveraging our Direct-To-Consumer (“DTC”) platform. We consistently deliver innovative, high-quality products that are loved by our customers and revolutionize the outdoor experience, build community and help everyday people reconnect with what matters most.

Who We Are

Solo Brands is a large, rapidly growing DTC platform that operates four premium outdoor lifestyle brands—Solo Stove, Oru Kayak (“Oru”), ISLE Paddle Boards (“ISLE”), and Chubbies apparel. Our brands develop innovative products and market them directly to customers primarily through e-commerce channels. Our platform is led by our largest brand, Solo Stove, which was founded in 2011 by two brothers seeking to bring family together in the outdoors. Our founders combined their passion for e-commerce with their love of the outdoors to create a digitally-native platform to market the revolutionary Solo Stove Lite (“Lite”), an ultralight portable backpacking camp stove that can boil water in under 10 minutes using just twigs, sticks, and leaves. Solo Stove followed the success of the Lite with the launch of its iconic, stainless steel, virtually smokeless fire pits in 2016. We pioneered a new product category that has helped foster a loyal community of enthusiasts and furthers our efforts to bring people together. Since we launched our fire pit product, Solo Stove has grown at a compounded annual growth rate of 132% from 2016 through the twelve-month period ended June 30, 2021.

Since its inception in 2011, Solo Stove’s growth and free cash flow allowed us to make significant investments in our global supply chain and bring fulfillment, research and development, sales and marketing, and customer service in-house. This infrastructure provides an authentic end-to-end customer experience, expedited delivery nationwide, greater cost efficiencies, and redundancy in manufacturing. It also laid the groundwork for a scalable DTC platform which, coupled with the acquisitions of Oru, ISLE, and Chubbies in 2021, led to the formation of Solo Brands.

and digital marketing decisions, and enhance our brands. This deep connection with our customers helps to drive an attractive return on marketing spend and positions us to capitalize on a significant runway of future expansion. We believe that our DTC platform creates a flywheel effect of rapid growth, scalability, and robust free cash flow generation which, in turn, enables us to re-invest in product innovation, strategic acquisitions, marketing and global infrastructure.

Platform Designed to Create Outdoor and Backyard Heroes

We created a category with the introduction of our lightweight, virtually smokeless fire pit. We built on that success with additional high-quality products designed to reach a broad community of customers and turn everyday people into outdoor and backyard heroes. Our real-time customer feedback loop, culture of innovation, and management track record of scaling digitally-native brands enables us to design and offer products that meet evolving customer needs, share resources, cross-market, and reduce expenses across our brands.

Our diverse products include:

LOGO

Recent Financial Results

Solo Brands’ compelling financial model is underpinned by strong sales growth, industry-leading profitability, and robust free cash flow generation. Our scalable digital platform, diversified product portfolio, and culture of innovation have enabled us to reach an expanding community of passionate customers and generate financial growth and profitability ahead of industry peers.

During our fiscal year 2020, we achieved the following results on a pro forma basis, giving effect to the Transactions and the Chubbies Acquisition as if they had occurred on January 1, 2020:

•

Net sales of $177.5 million;

•

Net loss of $80.1 million;

•

Gross margin of 57.6% of net sales;

•

Adjusted Net Income of $68.7 million;

•

Adjusted EBITDA of $61.0 million; and

•

Adjusted EBITDA margin of 34.4% of net sales.

During our fiscal year 2020, individual brand net sales for each of our currently owned brands were $133 million for Solo Stove, $44 million for Chubbies, $21 million for ISLE, and $12 million for Oru. In the case of each of Chubbies, ISLE and Oru, these net sales were generated prior to our acquisition of the brand.

Through the first six months of our fiscal year 2021, we achieved the following results on a pro forma basis, giving effect to the Transactions and the Chubbies Acquisition as if they had occurred on January 1, 2020:

•

Net sales of $207.7 million;

•

Net income of $38.3 million;

•

Gross margin of 68.2% of net sales;

•

Adjusted Net Income of $62.5 million;

•

Adjusted EBITDA of $73.0 million; and

•

Adjusted EBITDA margin of 35.1% of net sales.

Through the first six months of our fiscal year 2021, individual brand net sales for each of our currently owned brands amounted to $152 million for Solo Stove, $50 million for Chubbies, $12 million for ISLE, and $11 million for Oru. In the case of each of Chubbies and ISLE, these net sales were generated prior to our acquisition of the brand. In the case of Oru, this figure includes net sales generated both prior to and following our acquisition of the brand.

For additional information, including a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures and a description of the adjustments and assumptions underlying the pro forma financial information, see “Summary Historical, Combined Historical and Pro Forma Financial Data” and “Unaudited Pro Forma Consolidated Financial Information.”

LOGO

Our Competitive Strengths

A Leading Digitally-Native DTC Lifestyle Disruptor

fiscal year 2020 our currently owned brands’ websites accounted for 84% of Solo Brands sales. We supplement our website channel via relationships with select third-party e-commerce marketplaces, such as Amazon. Together, these DTC channels generated 92% of Solo Brands fiscal year 2020 sales.

Our DTC model enables us to communicate directly with our customers, which provides real-time customer insights, control of pricing and brand messaging, and helps cultivate a loyal following. This focus on DTC goes hand-in-hand with our data-driven sales and marketing engine that leverages the power of consumer information, including intent trends, purchasing history, and direct contact via email and text messaging. Our expertise with data and our expansive digital infrastructure position us as an agile, fast-moving leader in the DTC lifestyle marketplace. The power of real-time information allows us to rapidly adapt to changing customer preferences, drives our culture of innovation, and enhances our customer acquisition strategy. This constant feedback loop supports a shortened innovation timeline which is designed to enable us to acquire and retain customers efficiently and deliver disruptive products to the market faster than competitors who primarily rely on strategic retail channels.

Our digital leadership differentiates Solo Brands in the DTC outdoor products market, where brick and mortar retail has traditionally constituted the main sales channel. We value our relationships with retailers, but we do not rely on them to connect with our customers. Our brands are positioned to leverage the full potential of our DTC model. We believe our mix of revenue generated in our DTC channels is unique within the outdoor products industry and provides us with significant advantages relative to our competitors.

Product Excellence and Leading Product Development Capabilities

Disruptive innovation is a core tenet of the Solo Brands platform. Our products have received numerous awards and received thousands of 5-star reviews. For instance, Solo Stove’s backpacking stove was a 2013 and 2014 “Gear of the Year” winner by sectionhiker.com and 50campfires.com, respectively. The Bonfire fire pit was awarded the “Best Fire Pit” by Popular Mechanics in 2021, and the Grill was awarded the “Best of What’s New Award” in the home category by Popular Science in 2020. Oru has won multiple awards for its ground-breaking origami kayak including the 2014 Edison Award and 2020 Outdoor Retailer Innovation Award, and ISLE’s Versa Rigid paddle board was awarded the “Best Buy” award from outdoorgearlab.com in 2021. Our products have also been highlighted by a number of media outlets including Shark Tank, Time, Men’s Journal, Gear Patrol, Backpacker, Paddling Magazine, Gear Junkie, Fox and Friends, the Wall Street Journal, and numerous other blogs and review sites.

Across our brands, we provide customers with uncompromising product quality, design, and performance. This has enabled us to offer a diverse range of DTC lifestyle products across price points and usage occasions, including fire pits, grills, recreational products, lifestyle apparel, consumables, and accessories. We aim to deliver superior quality and performance standards in each new category that we enter, while emphasizing ease-of-use in our design philosophy. To support our pipeline of new products, we are aggressively pursuing and actively managing our intellectual property to protect our investment in product innovation.

Solo Brands’ revolutionary product offering is designed to attract new customers to our platform and drive repeat purchases through continuous innovation. A thorough internal ideation process and feedback from our customers underpin our meticulous approach to design and product testing, which we believe allows us to deliver uncompromising quality.

performance—for example, in fiscal year 2020, approximately 18% of Solo Brands revenue was generated from products launched in 2019.

Passionate and Emotional Connection with our Community of Customers

We help our customers create memorable, communal experiences. Our customers trust our brands’ commitment to improve the way they live. This authentic, two-way relationship creates a tremendously loyal community of customers.

We connect with our installed base of more than 2.3 million customers through authentic brand messaging which drives traffic to our brands’ websites and amplifies our shared community. Our currently owned brands together generated nearly 42 million unique site visits at their respective websites in fiscal year 2020 and have organically achieved more than 4.5 million followers on social media. Our community engages enthusiastically on social media, creating posts that prominently feature our products as the centerpiece of their experiences.

Our customers act as our most impactful brand advocates. They purchase our products and share them with friends, family, and neighbors, driving strong word-of-mouth referrals. For the year-to-date period ended June 30, 2021, 45% of new customers were introduced to Solo Stove by a friend or family member. This personal recommendation strengthens the broader Solo Brands community and reinforces our authenticity. We also deliver a differentiated customer service experience which includes free shipping and expedited delivery to the contiguous United States that further fuels our exceptional brand satisfaction and loyalty amongst our customers.

Scalable Infrastructure to Support Growth

We have built a scalable, global supply chain to deliver exceptional customer experience and capture profit margin that would otherwise be shared with third party logistic providers. We have made significant investments in our supply chain infrastructure, fulfillment, customer service and information technology, designed to drive improved customer service, expedited delivery, process efficiencies, reduced operating costs, and rapid integration of new digitally-native lifestyle brand acquisitions.

We operate three strategically located warehouse facilities throughout the United States, as well as a fourth located in Rotterdam, Netherlands. We are currently expanding our largest fulfilment center—located at our global headquarters near Dallas, Texas. This expansion will increase our warehouse capacity and further support the rapid growth of our platform. We have also continued to diversify our qualified third-party manufacturing base and now have manufacturing partners in multiple countries that provide redundancy across our core products.

We plan to replicate our successful U.S. DTC fulfilment model as we expand internationally and expect to maintain delivery standards similar to those we currently employ in the United States. This fulfilment experience has been a competitive advantage for Solo Brands in the United States and we anticipate that our steadfast commitment to providing this experience will continue distinguishing our platform as we expand internationally.

Highly Attractive Financial Profile

We have an attractive, scalable financial model that delivers a rare combination of rapid growth, industry-leading profitability, and strong free cash flow generation.

On a pro forma basis giving effect to the Transactions and the Chubbies Acquisition as if they had occurred on January 1, 2020, Solo Brands generated sales of $177.5 million in fiscal year 2020, a net loss of $80.1 million and a gross margin of 57.6% of net sales. During the same time period, Solo Brands’ pro forma Adjusted EBITDA was $61.0 million, and our pro forma Adjusted EBITDA margin was 34.4% of net sales. Through the first six months of fiscal year 2021, on a pro forma basis giving effect to the Transactions and the Chubbies Acquisition as if they had occurred on January 1, 2020, Solo Brands generated sales of $207.7 million, net income of $38.3 million, and a gross margin of 68.2% of net sales. During the same time period, Solo Brands’ pro forma Adjusted EBITDA was $73.0 million, and our pro forma Adjusted EBITDA margin was 35.1% of net sales. Our strong profitably is underpinned by a high Average Order Value, or AOV, superior unit economics, attractive return on marketing spend, and a strong repeat purchase rate which represented approximately 36% of total website orders for our currently owned brands during fiscal year 2020, led by our Chubbies brand, which generated a repeat purchase rate of 47.9%. For additional information, including a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures and a description of the adjustments and assumptions underlying the pro forma financial information, see “Summary Historical, Combined Historical and Pro Forma Financial Data” and “Unaudited Pro Forma Consolidated Financial Information”.

Solo Brands’ strong profitability, coupled with our asset-light business model and low working capital requirements, drives robust free cash flow generation which provides us the flexibility to reinvest in our platform and to expand our community of customers and our product offering.

Experienced and Culture-Driven Leadership Team

Solo Brands has built an experienced management team, led by President and Chief Executive Officer John Merris, who brings a strong track-record of building high-performing teams and brands. John’s personal experience growing up on a ranch and his love of the outdoors perfectly aligns with the mission established by our founders. Under the guidance of John and our broader management team, Solo Brands has grown rapidly and significantly enhanced its product portfolio, customer reach, and brand engagement.

We continue to invest in our people, adding key management personnel and DTC experts to our platform to accelerate our profitable growth. As an acquirer of choice, we also benefit from the acquisition of talent which we believe adds expertise and helps us accelerate the growth of newly acquired brands, strengthen and complement our existing leadership team, and leverage the sharing of best practices across the platform.

We are fueled by a set of core attributes that guide our daily activity—Boldly Entrepreneurial, Customer>Company>Self, Results Oriented, Responsibility, Trust and Autonomy, Positivity, and Be The Good. These tenets create a culture of accountability—to each other, to the Solo Brands’ mission to Create Good, and to our community of customers.

Our Growth Strategies

We intend to grow sales and profitability through the following growth strategies:

Increase U.S. Brand Awareness

At Solo Brands, we own and operate premium, innovative outdoor lifestyle brands that enjoy strong customer loyalty driven by their disruptive product offering and brand authenticity. Despite the rapid growth of our brands, we believe there is substantial whitespace for them to grow organically given their low market penetration. As we drive brand awareness across our portfolio by leveraging our marketing engine and customer word-of-mouth referrals, we believe we can increase household penetration and expand our community of brand loyalists.

Our digitally-native platform and highly effective marketing model enable us to leverage the power of proprietary customer insights derived from our customer database to increase our brand reach efficiently. These customer insights inform our digital marketing decisions and help drive a world class return on marketing spend. We have a multi-faceted marketing strategy to capture market whitespace by engaging with customers across social media, online video streaming, Over-The-Top, or OTT Television, Linear Television, and podcasts. We continue to see opportunities to engage our community of loyal enthusiasts, cross-market, and drive further growth through word-of-mouth referrals. We believe that we can leverage our strengths in data and technology to capitalize on our substantial market whitespace better than our competitors.

While we participate in a broad range of categories, our Solo Stove, Oru, and ISLE brands primarily participate in the massive and growing global outdoor recreation industry. According to P.J. Solomon, consumption in the U.S. Sporting Goods and Outdoor Recreation Category grew 18% to approximately $220 billion, from 2019 to 2020, and is expected to continue growing. For example, for our Solo Stove brand, we believe the core U.S. addressable residential market is 76 million detached single-family households. Today, our U.S. penetration is less than 1% of this addressable residential market, representing a substantial growth opportunity with increased brand awareness. In addition to residential use, Solo Stove products are perfect complements to visits to the park, lake, or beach, or other outdoor activities, or as part of the ambiance in hospitality locations, such as hotels and restaurants, giving us significant room for continued growth and further expanding our addressable market.

Our Oru and ISLE brands operate in the attractive and rapidly growing U.S. paddle sports market, which based on a market study conducted by Ducker, generated estimated retail sales approaching $1 billion in 2020. Despite Oru and ISLE’s rapid growth, their combined fiscal year 2020 revenue represented approximately 3% of this market. We believe this low market penetration rate demonstrates the substantial runway these brands have under our ownership.

Our Chubbies brand operates in the expansive U.S. online clothing and accessories market, which represents a market size of $124 billion based on estimated 2020 sales according to Cowen. Since its founding in 2011, Chubbies has grown net sales from $2.4 million to $44.1 million from 2012 to 2020 representing a compounded annual growth rate of 43.8%. As part of the Solo Brands platform, we have significant room to expand the Chubbies brand reach.

Product Innovation and Category Creation Expands our Community of Customers

We have a history of disrupting markets by introducing and scaling innovative products and technologies across a growing list of categories. From the virtually smokeless fire-pit, to the portable inflatable paddle board, to the folding kayak and high-performance apparel, we have strengthened our product portfolio to meet evolving customer demands. Our innovation strategy is two-pronged: introduce fundamentally innovative and disruptive franchise products, and support those franchise products with a range of new accessories. For example, in fiscal year 2020, we launched the Grill, which was complemented by a range of accessories that included the Stand, Carry Case, and Grill Tools. In the first half of fiscal year 2021, we launched the Handle, which attaches to our fire pits for easy carrying; the Station, an outdoor fire pit and firewood storage solution; and the Hub, a fire pit insert that allows for a variety of cooking methods over the fire. Our Oru brand features a flagship line of lightweight, foldable kayaks. The Oru technology was developed over a decade of relentless testing and design and delivers a customer experience unlike any other kayak product in the market. The product design is lightweight, portable and folds into a small package that appeals to space conscious customers. In late 2019, Oru launched the Inlet, which is Oru’s lightest, most portable, and easiest-to-assemble folding kayak to date. It is designed for recreational kayaking on flat water and is targeted for the growing recreational kayaking market.

informed our launches of other accessories. Our proprietary customer insights enhance our ability to launch and scale new products with high confidence, while driving attractive repeat purchasing behavior. As we continue to enhance our product offering with customization options, accessories, and consumables, we believe customer engagement will continue to increase and further enhance customer Life-Time-Value, or LTV.

We have a robust new product pipeline that we are excited to bring to market in the near- and medium-term, which we expect to drive new and repeat purchase occasions across a rapidly expanding addressable market.

Complementary Acquisitions that Leverage Our Platform’s Infrastructure and Expand Our TAM

We acquire complementary brands that we believe we can optimize through our digital marketing and supply chain platform while we broaden our product assortment. Our scalable supply chain and fulfillment operation allows our brands to deliver an exceptional end-to-end experience to our customers in a cost-effective manner.

Our disciplined acquisition strategy focuses on profitable, rapidly growing digitally-native brands with disruptive product offerings. We seek opportunities where our proprietary platform can drive scale and customer engagement. In turn, these brands broaden our customer reach, expand our product offering, and provide new technologies and capabilities. In addition, these acquisitions enable us to add talented personnel to our leadership team to help execute our growth strategy.

We believe Solo Brands has established itself as an acquirer of choice, providing differentiated advantages through our DTC platform. In addition, we believe our experience growing the Solo Stove brand over the last several years and track-record of partnering with founders and entrepreneurs will be attractive to future brands, which we believe we can integrate to optimize their potential and customer reach, enhance our business model, and drive sustainable and profitable growth. The seamless integration of brands on our platform also helps drive customer engagement and purchase occasions across our brands. In addition, our asset-light business model drives substantial free cash flow generation for investment in new opportunities that further expand our diversification and total addressable market (“TAM”).

Strategic Channel Expansion

Our digitally-native platform is our primary sales channel. We also pursue wholesale distribution opportunities carefully and selectively when we see opportunities to add incremental reach to our owned digital channels. Certain retailers with whom we have partnered allow us to provide additional marketing and purchase opportunities for our customers looking for an in-person, tactile experience. We continue to align with retail partners that support our brand image and share our passion and dedication for innovative, high quality products of uncompromising design and performance.

We see significant whitespace to leverage growing demand in the corporate channel, which grew rapidly in fiscal year 2020. Customization capabilities, including laser etching, provide attractive opportunities for our corporate business.

International Expansion

In fiscal year 2020, U.S.-based customers accounted for more than 95% of our sales; however, we engage with a global audience. Despite higher shipping prices, international customers still order product directly from our U.S. website and foreign distributors consistently contact us in hopes of doing business in their markets. We see substantial opportunity to increase our international sales by replicating our U.S. go-to-market strategy. We plan to leverage our digitally-native expertise to provide convenient, cost-effective access to our products on a direct basis.

We have invested in an international team, led by a Vice President of International Development, and fulfillment infrastructure in the Netherlands to serve Europe, which includes a 72,000 square foot warehouse facility, local personnel, marketing that drives customers to European websites offering our products direct to consumers in their native languages, and customer service. In 2021, we launched operations in Canada and are targeting further international expansions in the near- and medium-term. We strive to provide our international customers with the same brand experience and highly responsive service levels that our U.S.-based customers have come to love.

Over the next three years, we plan to enter targeted geographies directly where we have identified similar DTC lifestyle and communal market dynamics as in the United States, including near-term and medium-term focuses on Europe and Australia. We intend to continue to explore establishing direct operations in additional new markets, including Africa, Asia-Pacific, the Middle East and South America, where we currently serve customers through international distributors.

Our Industry and Opportunity

We design products to serve the expanding Solo Brands community throughout their daily lives, whether at home, on the go, or in the outdoors, spanning multiple usage occasions and across all seasons. Our category participation is diverse and our innovative, premium products enjoy broad appeal. Our current product offering extends into several categories, including outdoor living, outdoor cooking, outdoor recreation, and lifestyle apparel. While we participate in a broad range of categories, our Solo Stove, Oru, and ISLE brands primarily participate in the massive and growing global outdoor recreation industry, a sector with an expansive user demographic that increasingly includes younger users and spans ethnicities and genders. According to P.J. Solomon, consumption in the U.S. Sporting Goods and Outdoor Recreation Category grew 18% to approximately $220 billion, from 2019 to 2020, and is expected to continue growing. Our Chubbies brand primarily participates in the U.S. online clothing and accessories category, a growing market estimated to be $124 billion based on 2020 sales according to Cowen.

Throughout our history, we have organically expanded the served portion of our addressable market opportunity through continuous innovation and expansion of our product assortment. We have also expanded our addressable market opportunity through the acquisitions of disruptive DTC lifestyle brands. Our recent acquisitions of Oru and ISLE expand our served market opportunity into the U.S. paddle sports market, a highly attractive, rapidly growing sub-segment of the outdoor recreation industry generating estimated retail sales approaching $1 billion in 2020 based on a market study conducted by Ducker. Both these brands are growing at a rapid pace; however, we believe that Oru’s and ISLE’s combined fiscal year 2020 revenue represented approximately 3% of this attractive market. In addition to category size, we consider our market opportunity in terms of the number of addressable customers who may have interest in the Solo Brands product offering with our current products and price points.

For example, we believe just Solo Stove’s addressable customers alone total approximately 164 million households, comprised of 76 million and 88 million detached single family households in the United States and in our other current, near-term and medium-term planned international markets, respectively. This figure does not account for a large number of households living in apartments, townhouses, and motorhomes, who we believe also may become customers, and it excludes many others who may become customers of Solo Brands’ broader product offering. In addition to household use, Solo Stove products are perfect complements to visits to the park, lake, or beach, or other outdoor activities, or as part of the ambiance in hospitality locations, such as hotels and restaurants.

We aim to continue expanding our addressable market opportunity and growing our brand penetration by leveraging our culture of innovation across our platform.

Shifts in Consumer Behavior Providing Tailwinds for Solo Brands

Increasing Participation in Outdoor Leisure and Recreation

We believe humans are inherently drawn to life in the outdoors. Yet, most consumers spend a vast majority of their lives indoors, a long-term dynamic which has been intensified by the sweeping expansion in digital socialization and commerce. Digital device fatigue and growing awareness of the discernible benefits of time outdoors for physical and mental health are driving spending on products and services that cater to outdoor activities, including outdoor living, camping, hiking, adventuring and sports, among others. This has translated into consistent year-over-year growth of the outdoor recreation industry both in the United States and globally and through economic cycles. Since 2000, the outdoor recreation industry has delivered growth in 18 out of 20 years and has consistently outpaced GDP growth, based on research from P.J. Solomon. Additionally, the COVID-19 pandemic has further solidified consumer interest in the outdoors and our products, with 90% of consumers indicating increased appreciation for outdoor spaces and 58% planning to invest in their outdoor living spaces in 2021, according to a survey conducted in January 2021 by the International Casual Furnishings Association.

Reverse Urbanization Driving Outdoor Leisure and Recreation Spending

Reverse urbanization has been underway in many parts of America over the past decade. Americans are increasingly moving out of higher cost of living urban cities and towards more affordable, more outdoor friendly suburban areas, based on data published by the two largest domestic moving companies. Residential and suburban areas tend to have greater access and closer proximity to outdoor spaces and public grounds, increased automobile and recreational vehicle ownership and lower cost infrastructure for sports and outdoor activities. The long-term reverse urbanization trend accelerated during 2020 and we believe it will continue to be prevalent in a post-pandemic environment where virtual work environments have become mainstream.

Expanding Desire for Experiences and Community

We believe that many of today’s consumers would prefer to spend their money on products and services that provide experiences and create gatherings of friends, families, and communities than on products and services that do not. We believe that consumer preferences have been shifting away from material items and toward experiences for some time, and that the COVID-19 pandemic has intensified the increase in demand for at-home and outdoor experiences, with families spending more time together and creating memorable moments.

Increasing Spending Power and Home Buying of Digital-First Generations

Our products appeal broadly across many demographics, and particularly with younger consumers. Young consumers (ages 18 to 44) accounted for approximately 50% of Solo Brands website traffic during 2020. Millennials (ages 25 to 40) and Generation Z consumers (ages 9 to 24) represented approximately $1 trillion of spending power in the United States in 2020. Millennials are in their peak home buying and consumption years, with an estimated 72 million consumers between the ages of 25 and 40 according to U.S. census data. It is estimated that Millennials currently make up 38% of homebuyers and that proportion is expected to increase over the next few years.

products. Solo Brands is well positioned to expand its platform to include strong DTC brands that have built large and loyal followers by creating emotional connections between their customers, products, and their brand. We believe this will strengthen our platform of powerful brands with unified synergies across digital marketing, warehousing, fulfillment, and supply chain.

Recent Developments

Preliminary Results for the Three Months Ended September 30, 2021

We have not yet completed our closing procedures for the three months ended September 30, 2021. Presented below are certain estimated preliminary unaudited financial results and key operating metrics for the three months ended September 30, 2021. These ranges are based on the information available to us at this time. We have provided estimated ranges, rather than specific amounts, because these results are preliminary and subject to change. As such, our actual results will not be finalized until after we close this offering and complete our normal quarter-end accounting procedures, including the execution of our internal control over financial reporting. These ranges reflect our management’s best estimate of the impact of events during the quarter.

These estimates should not be viewed as a substitute for our full interim financial statements prepared in accordance with GAAP. Accordingly, you should not place undue reliance on these preliminary financial results and key operating metrics. These estimated preliminary results and key operating metrics should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Risk Factors”, our audited consolidated financial statements and the related notes thereto, and our unaudited interim condensed consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

Additionally, the estimates reported below include certain financial measures that are not required by, or presented in accordance with, GAAP. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. These non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for, net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance or liquidity. We may calculate or present these non-GAAP financial measures differently than other companies who report measures with the same or similar names, and as a result, the non-GAAP measures we report may not be comparable.

All of the data presented below has been prepared by and is the responsibility of management. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, compiled or performed any procedures with respect to the estimated preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

The following includes our unaudited preliminary estimated results for the three months ended September 30, 2021:


	Three Months Ended
	September 30, 2021 (estimated low)			September 30, 2021 (estimated high)
	(unaudited)
	(in thousands, except percentages)
Preliminary Estimated Financial Results:
Net Sales	$	66,868		$	69,268
Cost of goods sold		27,307			28,507

Gross profit		39,561			40,761

Net income	$	(1,204	)	$	451
Gross Margin (Gross profit as a % of net sales)		59.2	%		58.8	%
Adjusted Gross Profit⁽¹⁾	$	45,166		$	46,236
Adjusted Gross Margin⁽¹⁾⁽²⁾		67.5	%		66.7	%
Adjusted Net Income⁽¹⁾	$	14,032		$	15,372
Adjusted EBITDA⁽¹⁾	$	16,592		$	17,792
Adjusted EBITDA Margin⁽¹⁾⁽³⁾		24.8	%		25.7	%

(1)

We define Adjusted EBITDA as net income (loss) before interest expense, income taxes and depreciation and amortization expenses, adjusted for one-time transaction costs related to the Chubbies and Isle acquisitions and this offering, acquisition related costs, and inventory fair value write-up. We define Adjusted Net Income as net income (loss), adjusted for amortization of intangible assets recognized from the Chubbies and Isle acquisitions, one-time transaction costs related to change in control transactions and this offering, acquisition related costs, and inventory fair value write-up. We excluded the amortization expense of intangible assets related to the acquisitions; however, we included the revenue generated, in part, by such intangible assets. We define Adjusted gross profit as gross profit adjusted for fair value write-up of inventory as a result of the Chubbies and Isle acquisitions.

(2)

We define Adjusted gross profit margin as adjusted gross profit divided by net sales.

(3)

We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

The following table reconciles gross profit to Adjusted gross profit for the periods presented.


	Three Months Ended
	September 30, 2021 (estimated low)			September 30, 2021 (estimated high)
	(Unaudited) (in thousands, except percentages)
Gross profit	$	39,561		$	40,761
Less: Fair-value write-up of inventory from acquisitions		(5,605	)		(5,475	)

Adjusted gross profit	$	45,166		$	46,236

Adjusted gross profit margin		67.5	%		66.7	%

The following table reconciles net income (loss) to Adjusted net income (loss) for the periods presented.


	Three Months Ended
	September 30, 2021 (estimated low)			September 30, 2021 (estimated high)
	(Unaudited) (in thousands, except percentages)
Net income (loss)	$	(1,204	)	$	451
Adjustments:
Amortization expense^(a)		5,005			4,905
Transaction costs^(b)		1,883			1,853
Acquisition related costs^(c)		2,311			2,271
Inventory fair value write-up^(d)		5,605			5,475
Unit based compensation expense^(e)		266			261
Business expansion expense^(f)		166			156

Adjusted Net Income	$	14,032		$	15,372

(a)

Represents amortization of intangible assets recognized related to change in control events.

(b)

Represents transaction costs including transaction bonuses and professional service fees related to the Isle and Chubbies acquisitions and this offering.

(c)

Represents transaction expenses that we do not believe are reflective of our ongoing operations, primarily professional service fees associated with acquisitions into new or complementary product lines, including the Isle and Chubbies acquisitions, as described in Note 17 to the unaudited quarterly financial statements of Holdings included elsewhere in this prospectus.

(d)

Represents write-up of inventory associated with push down accounting for the Isle and Chubbies acquisitions.

(e)

Represents employee compensation expense and severance from restructurings.

(f)

Represents costs for expansion into new international and domestic markets.

The following table reconciles net income (loss) to Adjusted EBITDA for the periods presented.


	Three Months Ended
	September 30, 2021 (estimated low)			September 30, 2021 (estimated high)
	(Unaudited) (in thousands, except percentages)
Net income (loss)	$	(1,204	)	$	451
Adjustments:
Interest expense		2,274			2,234
Income tax expense		145			45
Depreciation and amortization expense		5,146			5,046
Transaction costs^(a)		1,883			1,853
Acquisition related costs^(b)		2,311			2,271
Inventory fair value write-up^(c)		5,605			5,475
Unit based compensation expense⁽^d)		266			261
Business expansion expense^(e)		166			156

Adjusted EBITDA	$	16,592		$	17,792

Adjusted EBITDA margin		24.8	%		25.7	%

(a)

Represents transaction costs including transaction bonuses and professional service fees related to the Isle and Chubbies acquisitions and this offering.

(b)

the Isle and Chubbies acquisitions, as described in Note 17 to the unaudited quarterly financial statements of Holdings included elsewhere in this prospectus.

(c)

Represents write-up of inventory associated with push down accounting for the Isle and Chubbies acquisitions.

(d)

Represents employee compensation expense and severance from restructurings.

(e)

Represents costs for expansion into new international and domestic markets.

Net sales for the three months ended September 30, 2021 is expected to be between $66.8 million and $69.3 million and is comprised of $57.9 million, or 83.6%, of DTC sales and $11.4 million, or 16.4%, of wholesale sales (both based on the midpoint of the range). We had 209,398 orders in the period with an average order value of $330.79 during the period. As experienced in the prior quarter, we continue to see orders and net sales driven, in part, by our increased spending on our digital marketing strategy, growing brand awareness, and increased demand for outdoor recreation and leisure lifestyle products, which we believe was partially attributable to the COVID-19 pandemic solidifying consumer interest in the outdoors and our products.

Cost of goods sold for the three months ended September 30, 2021 is expected to be between $27.3 million and $28.5 million, which is primarily driven by the trend we experienced in the prior quarter of product and freight expenses associated with the demand for our products.

As of September 30, 2021, our cash and cash equivalents were $9.5 million and our long-term debt, net was $375.1 million.

Summary of the Transactions

Prior to the consummation of this offering and the organizational transactions described below, the Original LLC Owners were the only owners of Holdings. Solo Brands, Inc. was incorporated as a Delaware corporation on June 23, 2021 to serve as the issuer of the Class A Common Stock offered hereby.

In connection with the closing of this offering, we will consummate the following organizational transactions:

•

we will amend and restate the amended and restated limited liability company agreement of Holdings, effective as of the completion of this offering, or the Holdings LLC Agreement, to, among other things, (i) provide for LLC Interests that will be a single class of common membership interests in Holdings, (ii) recapitalize all of the existing membership interests in Holdings into LLC Interests and (iii) appoint Solo Brands, Inc. as the sole managing member of Holdings;

•

we will amend and restate Solo Brands, Inc.’s certificate of incorporation to, among other things, (i) provide for Class A Common Stock and Class B Common Stock, each share of which entitles its holders to one vote per share on all matters presented to Solo Brands, Inc.’s stockholders and (ii) issue shares of Class B Common Stock to the Continuing LLC Owners, on a one-to-one basis with the number of LLC Interests they own for a purchase price equal to the aggregate par value of such shares of Class B common Stock;

•

Solo Brands, Inc. will use all of the net proceeds from this offering (including any net proceeds received upon exercise of the underwriters’ option to purchase additional shares of Class A Common Stock) to acquire LLC Interests from Holdings at a purchase price per interest equal to the initial public offering price per share of Class A Common Stock, less underwriting discounts and commissions;

•

the Former LLC Owners will exchange their indirect ownership interests in Holdings for shares of Class A Common Stock on a one-to-one basis, representing (i) approximately 51.0% of the combined

voting power of all of Solo Brands, Inc.’s common stock (or approximately 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (ii) approximately 51.0% of the economic interest in the business of Holdings and its subsidiaries (or approximately 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), indirectly through Solo Brands, Inc.’s ownership of LLC Interests;

•

Holdings will use the proceeds from the sale of LLC Interests to Solo Brands, Inc. as described in “Use of Proceeds;”

•

the Continuing LLC Owners will continue to own the LLC Interests they received in exchange for their existing membership interests in Holdings, which LLC Interests, following this offering, will be redeemable, at their election, for newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Holdings LLC Agreement; provided that, at Solo Brands, Inc.’s election, Solo Brands, Inc. may effect a direct exchange of such Class A Common Stock or such cash for such LLC Interests. Shares of Class B Common Stock will be cancelled on a one-for-one basis if we, at the election of the Continuing LLC Owners, redeem or exchange their LLC Interests pursuant to the terms of the Holdings LLC Agreement; and

•

Solo Brands, Inc. will enter into (i) a tax receivable agreement, or the Tax Receivable Agreement, with the Continuing LLC Owners and certain of our other stockholders and (ii) a stockholders agreement, or the Stockholders Agreement, with certain Continuing LLC Owners.

Upon the consummation of this offering, the Continuing LLC Owners will own (x) 33,264,401 shares of Solo Stove’s Class B Common Stock (which will not have any liquidation or distribution rights), representing approximately 34.8% of the combined voting power of all of Solo Stove’s common stock (or approximately 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (y) 33,264,401 LLC Interests, representing approximately 34.8% of the economic interest in the business of Holdings and its subsidiaries (or approximately 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

We refer to the foregoing transactions collectively as the “Transactions.” For more information regarding our structure after the completion of the Transactions, including this offering, see “Transactions.”

Immediately following this offering, Solo Brands, Inc. will be a holding company and its principal asset will be the LLC Interests it purchases from Holdings and acquires directly from the Continuing LLC Owners and indirectly from the Former LLC Owners. As the sole managing member of Holdings, Solo Brands, Inc. will operate and control all of the business and affairs of Holdings and, through Holdings and its subsidiaries, conduct our business. Accordingly, Solo Brands, Inc. will have the sole voting interest in, and control the management of, Holdings. As a result, we will consolidate Holdings in our consolidated financial statements and will report a non-controlling interest related to the LLC Interests held by the Continuing LLC Owners on our consolidated financial statements.

See “Description of Capital Stock” for more information about our certificate of incorporation and the terms of the Class A Common Stock and Class B Common Stock. See “Certain Relationships and Related Party Transactions” for more information about (i) the Holdings LLC Agreement, including the terms of the LLC Interests and the redemption right of the Continuing LLC Owners; (ii) the Tax Receivable Agreement; (iii) the Registration Rights Agreement; and (iv) the Stockholders Agreement. Under the Stockholders Agreement, in addition to granting the right to Summit Partners to restrict transfers by our Continuing LLC Owners and certain of our other stockholders and the right to nominate directors, any increase or decrease in the size of our board of

directors, and any authorization or issuance of any new class of units of Holdings (other than common units), will in each case require the approval of holders of a majority of the shares of common stock subject to the Stockholders Agreement.

The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock.

LOGO

they ultimately redeem their pass-through interests for shares of Class A common stock or cash from the sale of newly issued shares of Class A common stock.

Tax Receivable Agreement

Upon the closing of the Transactions, Solo Brands, Inc. will be a party to the Tax Receivable Agreement with the Continuing LLC Owners and Holdings. Under the Tax Receivable Agreement, Solo Brands, Inc. generally will be required to make cash payments to the Continuing LLC Owners equal to 85% of the tax benefits, if any, that Solo Brands, Inc. actually realizes, or in certain circumstances is deemed to realize, as a result of (1) increases in Solo Brands, Inc.’s proportionate share of the tax basis of the assets of Holdings resulting from (a) any future redemptions or exchanges of LLC Interests by the Continuing LLC Owners for Solo Brands, Inc. Class A common stock or cash pursuant to the Holdings LLC Agreement as described under “Certain Relationships and Related Party Transactions—Holdings LLC Agreement,” or (b) certain distributions (or deemed distributions) by Holdings and (2) certain other tax benefits arising from payments under the Tax Receivable Agreement. Although Solo Brands, Inc. will retain 15% of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A Common Stock. No such payments will be made to any holders of Solo Brands, Inc. Class A common stock unless such holders are also Continuing LLC Owners.

The amount of the cash payments that Solo Brands, Inc. will be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax law, that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement and that all Continuing LLC Owners exchanged their common units for Class A common stock immediately following the completion of this offering, we would recognize an incremental deferred tax asset of approximately $144.4 million and a related liability for payments under the Tax Receivable Agreement of approximately $122.7 million based on our estimate of the aggregate amount that we will pay under the Tax Receivable Agreement as a result of such future exchanges. The actual amounts may materially differ from these hypothetical amounts, as potential future reductions in tax payments for us and tax receivable agreement payments by us will be determined in part by reference to the market value of our Class A common stock at the time of the sale and the prevailing tax rates applicable to us over the life of the tax receivable agreement and will generally be dependent on us generating sufficient future taxable income to realize the benefit. See “Certain Relationships and Related Party Agreements—Tax Receivable Agreement.” Payments under the Tax Receivable Agreement are not conditioned on the Continuing LLC Owners’ ownership of our shares after this offering. Any payments made by Solo Brands, Inc. to the Continuing LLC Owners under the Tax Receivable Agreement will not be available for reinvestment in the business and will generally reduce the amount of cash that might have otherwise been available to Solo Brands, Inc. and its subsidiaries. To the extent Solo Brands, Inc. is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Furthermore, Solo Brands, Inc.’s future obligations to make payments under the Tax Receivable Agreement could make Solo Brands, Inc. and its subsidiaries a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement.

For more information, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Summary of risks associated with our business

We are subject to several risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, results of operations, financial condition, and cash flows. You should

carefully consider the risks discussed in the section entitled “Risk Factors,” including the following risks, before investing in our Class A Common Stock:

•

Our business depends on maintaining and strengthening our brand and generating and maintaining ongoing demand for our products, and a significant reduction in such demand could harm our results of operations;

•

If we are unable to successfully design and develop new products, our business may be harmed;

•

We may acquire or invest in other companies, which could divert our management’s attention, result in dilution to our stockholders, and otherwise disrupt our operations and harm our results of operations;

•

Our recent growth rates may not be sustainable or indicative of future growth and we may not be able to effectively manage our growth;

•

If we are unable to successfully obtain and enforce protection for our trademarks and patents, our ability to compete in the market could be harmed;

•

Our business could be harmed if we are unable to accurately forecast demand for our products or our results of operations;

•

Our marketing strategy of associating our brand and products with outdoor, group activities may not be successful with existing and future customers;

•

If we fail to attract new customers in a cost-effective manner, our business may be harmed;

•

Our net sales and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors;

•

The COVID-19 pandemic or other pandemics could adversely affect our business, sales, financial condition, results of operations and cash flows, and our ability to access current or obtain new lending facilities;

•

The markets in which we compete are highly competitive and we could lose our market position;

•

Competitors have imitated and will likely continue to imitate our products. If we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed;

•

We rely on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations;

•

Our business relies on cooperation of our suppliers, but not all relationships include written exclusivity agreements. If they produce similar products for our competitors, it could harm our results of operations;

•

Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs;

•

If we fail to timely and effectively obtain shipments of products from our manufacturers and deliver products to our retail partners and customers, our business and results of operations could be harmed;

•

Our collection, use, storage, disclosure, transfer and other processing of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, uncertain or inconsistent interpretation and enforcement of legal requirements or differing views of personal privacy rights, which may have a material adverse effect on our reputation, business, financial condition and results of operations; and

•

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

Corporate information

Solo Brands, Inc., the issuer of the Class A Common Stock in this offering, was incorporated in Delaware on June 23, 2021. Solo Stove Holdings, LLC was organized in Delaware as a limited liability company on

October 6, 2020. Our principal executive offices are located at 1070 S. Kimball Ave. Suite 121, Southlake, TX 76092. Our telephone number is (817) 900-2664. Our corporate website is www.solostove.com. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus or in deciding whether to purchase our Class A Common Stock.

Implications of being an emerging growth company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to:

•

reduced obligations with respect to financial data, including presenting only two years of audited financial statements and only two years of selected financial data, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, in the registration statement on Form S-1 of which this prospectus is a part;

•

reduced disclosure obligations regarding executive compensation;

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and

•

exemptions from the requirements of holding a non-binding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the completion of this offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest to occur of (1) the last day of the fiscal year in which we have more than $1.07 billion in annual gross revenue; (2) the date we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act; (3) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities held by non-affiliates; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

THE OFFERING

Issuer

Solo Brands, Inc.

Class A Common Stock offered hereby

12,903,225 shares (or 14,838,708 shares if the underwriters exercise in full their option to purchase additional shares).

Underwriters’ option to purchase additional shares of Class A Common Stock

1,935,483 shares.

Class A Common Stock to be issued to Former LLC Owners

48,652,405 shares.

Class A Common Stock to be outstanding immediately after this offering

62,223,211 shares (or 64,158,694 shares if the underwriters exercise in full their option to purchase additional shares).

Class B Common Stock to be outstanding immediately after this offering

33,264,401 shares, all of which will be owned by the Continuing LLC Owners.

Voting Rights

Holders of our Class A Common Stock and Class B Common Stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. Each share of Class A Common Stock and Class B Common Stock will entitle its holder to one vote per share on all such matters. See “Description of Capital Stock.”

Voting power held by purchasers in this offering

13.5% (or 15.2%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

Voting power held by the Former LLC Owners

51.0% (or 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

Voting power held by all holders of Class A Common Stock after giving effect to this offering

65.2% (or 65.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

Voting power held by all holders of Class B Common Stock after giving effect to this offering

34.8% (or 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

Ratio of shares of Class A common stock to LLC Interests

Our amended and restated certificate of incorporation and the Holdings LLC Agreement will require that we at all times maintain a ratio of one LLC Interest owned by us for each outstanding share of Class A common stock (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities) and that Holdings at all times maintain a one-to-one ratio between the number of shares of Class A Common Stock issued by us and the number of LLC Interests owned by us, as well as a one-to-one ratio between the number of shares of Class B Common Stock owned by the Continuing LLC Owners and the number of LLC Interests owned by the Continuing LLC Owners. This construct is intended to result in the Continuing LLC Owners having a voting interest in Solo Brands, Inc. that is substantially the same as the Continuing LLC Owners’ percentage economic interest in Holdings. The Continuing LLC Owners will own all of our outstanding Class B Common Stock.

Reserved Share Program

At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $182.5 million (or approximately $210.4 million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), assuming an initial public offering price of $15.50 per share (the midpoint of the price range listed on the cover page of this prospectus).

We intend to use the net proceeds that we receive from this offering (including any net proceeds from the underwriters’ exercise of their option to purchase additional shares of Class A Common Stock) to purchase 12,903,225 LLC Interests from Holdings at a purchase price per interest equal to the initial public offering price per share of Class A Common Stock less underwriting discounts and commissions.

We intend to cause Holdings to use such proceeds for general corporate purposes, including the repayment of certain indebtedness. We may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies; however, we do not

have agreements or commitments for any material acquisitions or investments at this time. See “Use of Proceeds.”

Redemption rights of holders of LLC Interests

The Continuing LLC Owners, from time to time following the offering, may require Holdings to redeem all or a portion of their LLC Interests for newly-issued shares of Class A Common Stock on a one-for-one basis or to the extent there is cash available from a secondary offering, a cash payment equal to the volume weighted average market price of one share of our Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Holdings LLC Agreement; provided that, in the event of such a redemption request, at Solo Brands, Inc.’s election, it may effect a direct exchange of such Class A Common Stock or such cash for such LLC Interests in lieu of such a redemption. See “Certain Relationships and Related Party Transactions—Holdings LLC Agreement.” Shares of our Class B Common Stock will be cancelled on a one-for-one basis if we, following any redemption request from the Continuing LLC Owners, redeem or exchange their LLC Interests pursuant to the terms of the Holdings LLC Agreement.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A Common Stock that are issuable to the Continuing LLC Owners upon redemption or exchange of their LLC Interests and the shares of our Class A Common Stock that are issued to the Former LLC Owners in connection with the Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Dividend policy

We do not anticipate declaring or paying any cash dividends on our Class A Common Stock for the foreseeable future. See “Dividend Policy.”

Tax Receivable Agreement

We will enter into the Tax Receivable Agreement with Holdings and the Continuing LLC Owners, which will provide for the payment by us to the Continuing LLC Owners of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize based on certain calculations using certain assumptions) as a result of (i) increases in our proportionate share of the tax basis of the assets of Holdings resulting from (a) any future redemptions or exchanges of LLC Interests by the Continuing LLC Owners, as described above under “—The Offering—Redemption Rights of Holders of LLC Interests” and (b) certain distributions (or deemed distributions) by Holdings and (ii) certain other tax benefits arising from payments under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Stockholders Agreement

Pursuant to the Stockholders Agreement, Summit Partners and its affiliates will hold Class A Common Stock and Class B Common Stock representing approximately 45.9% of the combined voting power of all of our common stock. Until such time as Summit Partners and its affiliates cease to own any of the shares of our Class A Common Stock and Class B Common Stock owned by them as of the date this offering is consummated, or the Stockholders Agreement is otherwise terminated in accordance with its terms, the parties to the Stockholders Agreement will agree to nominate and vote for up to four designees of Summit Partners and its affiliates (subject to certain “sunset” provisions) to our board of directors, not transfer their shares of common stock or LLC interests unless and until Summit Partners sells a proportionate share of their shares of common stock or LLC interests and not permit Holdings to authorize or issue any new class of unit (other than Common Units). See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Risk Factors

Investing in shares of our Class A Common Stock involves a high degree of risk. See “Risk Factors” for a discussion of factors you should carefully consider before investing in shares of our Class A Common Stock.

NYSE Symbol

“DTC”

The number of shares of Class A Common Stock to be outstanding after this offering excludes:

•

10,789,561 shares of Class A Common Stock reserved for issuance under our 2021 Incentive Award Plan, or the Plan, as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements”, consisting of (i) 372,581 shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock granted on the date of this prospectus to certain employees, including the named executive officers, in connection with this offering as described in “Executive Compensation—Director Compensation” and “Executive Compensation—New Equity Awards,” and (ii) additional shares of Class A Common Stock reserved for future issuance (exclusive of the additional shares available for issuance under the Plan pursuant to the annual increase each calendar year beginning in 2023 and ending in 2031, as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements”);

•

1,618,434 shares of Class A Common Stock reserved for issuance under our Employee Stock Purchase Plan as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements”; and

•

33,264,401 shares of Class A Common Stock reserved as of the closing date of this offering for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owners.

Unless otherwise indicated, this prospectus assumes:

•

the completion of the organizational transactions as described in “Transactions;”

•

the issuance of 667,580 shares of Class A Common Stock issuable upon RSUs granted to employees and directors in connection with this offering as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements”;

•

no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock;

•

the shares of Class A Common Stock are offered at $15.50 per share (the midpoint of the price range listed on the cover page of this prospectus); and

•

no purchase of Class A Common Stock by certain of our directors, officers, employees, distributors, dealers, business associates and related persons designated by us through the reserved share program described under “Certain Relationships and Related Party Transactions” and “Undertaking”.

SUMMARY HISTORICAL, COMBINED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following tables present the summary historical, combined historical and pro forma financial data for Holdings and its subsidiaries for the periods and at the dates indicated. Holdings is the predecessor of the issuer, Solo Brands, Inc., for financial reporting purposes. The summary statements of operations and statement of cash flows data is presented for the periods from January 1, 2019 through September 23, 2019 (“Predecessor”), from September 24, 2019 through December 31, 2019 (“Intermediate Successor”), from January 1, 2020 through October 8, 2020 (“Intermediate Successor”) and from October 9, 2020 through December 31, 2020 (“Successor”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus for a presentation of statements of operations combining these periods into fiscal year 2019 and fiscal year 2020. For the purpose of discussing the recent financial results we have combined the Predecessor and Intermediate Successor for fiscal year 2019 and the Intermediate Successor and Successor for fiscal year 2020, which are prepared on a different accounting basis, and simply added together the two related periods. This combination is a non-GAAP presentation and does not comply with the rules for pro forma presentation. See “Basis of Presentation.” The summary balance sheet data as of December 31, 2019 and 2020 are derived from the Holdings audited financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the six months ended June 30, 2020 and 2021 and the summary consolidated balance sheet data as of June 30, 2021 are derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position and results of operations. You should read this data together with our audited financial statements and related notes appearing elsewhere in this prospectus and the information under the captions “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical and combined historical results are not necessarily indicative of our future results and results of interim periods are not necessarily indicative of results for the entire year.

The summary unaudited pro forma consolidated financial data of Solo Brands, Inc. presented below have been derived from our unaudited pro forma consolidated financial information included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial information as of and for the year ended December 31, 2020 gives effect to the Transactions, including the consummation of this offering and the use of proceeds therefrom, as described in “Our Organizational Structure” and “Use of Proceeds,” and to the Chubbies Acquisition, as if all such transactions had occurred on January 1, 2020, in the case of the statements of operations and statement of cash flows data, and as of June 30, 2021, in the case of the balance sheet data. The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and the other transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial information.

The summary historical data of Solo Brands, Inc. have not been presented as Solo Brands, Inc. has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.


	Predecessor, Historical			Intermediate Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Intermediate Successor, Historical		Successor, Historical		Solo Brands, Inc., Pro Forma			Solo Brands, Inc., Pro Forma
(in thousands, except per share and share amounts)	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Six Months ended June 30, 2020		Six Months ended June 30, 2021		Year ended December 31, 2020			Six Months ended June 30, 2021
Consolidated statements of operations data:
Net sales	$	19,544		$	20,308		$	72,576		$	60,852		$	37,457	$	157,816	$	177,493		$	207,701
Cost of goods sold		5,496			11,720			23,275			23,183			12,833		51,652		75,298			66,051
Gross profit		14,048			8,588			49,301			37,669			24,624		106,164		102,195			141,650
Operating expenses
Selling, general and administrative expenses		8,357			8,012			21,499			18,515			10,941		48,396		86,293			82,186
Depreciation and amortization expenses		13			810			2,387			3,285			1,524		7,905		20,360			9,717
Other operating expenses		29,861			4,248			39,203			22,538			6		2,610		83,107			2,783
Total operating expenses		38,231			13,070			63,089			44,338			12,471		58,911		189,760			94,686
Income (loss) from operations		(24,183	)		(4,482	)		(13,788	)		(6,669	)		12,153		47,253		(87,565	)		46,964
Non-operating expenses
Interest expense		(6	)		525			1,700			1,507			868		5,117		2,896			1,330
Other non-operating expenses		338			15			319			121			78		2		440			2
Other expense (income)		—			—			—			—			—		—		(1	)		(1	)
Gain on forgiveness of Paycheck Protection Program Loan		—			—			—			—			—		—		—			(1,561	)
Total non-operating expenses		332			(540	)		2,019			1,628			946		5,119		3,335			(230	)
Income (loss) before income taxes		(24,515	)		(5,022	)		(15,807	)		(8,297	)		11,207		42,134		(90,900	)		47,194
Income tax expense		3			—			78			21			—		172		(10,775	)		8,926
Net income (loss)	$	(24,518	)	$	(5,022	)	$	(15,885	)	$	(8,318	)	$	11,207	$	41,962	$	(80,125	)	$	38,268
Less: net income (loss) attributable to noncontrolling interest		—			—			—			—			—		229		(8,433	)		(2,083	)
Net income (loss) attributable to Solo Stove Holdings, LLC	$	(24,518	)	$	(5,022	)	$	(15,885	)	$	(8,318	)	$	11,207	$	41,733	$	(71,692	)	$	40,351
New income (loss) per unit
Basic	$	*		$	(0.06	)	$	(0.20	)	$	(0.02	)	$	0.14	$	0.10	$	(1.16	)	$	0.66
Diluted	$	*		$	(0.06	)	$	(0.20	)	$	(0.02	)	$	0.14	$	0.10	$	(1.16	)	$	0.66
Weighted average units outstanding:
Basic		*			78,106			78,639			425,000			78,547		425,000		61,556			61,556
Diluted		*			78,106			78,639			425,000			78,547		425,000		61,556			61,556

The Predecessor period does not show Net income (loss) per unit as the Company had two Founders, which each owned one share of the Company during such period. Thus, the calculation of Net income (loss) per unit is not applicable for the Predecessor period.


	Predecessor, Historical			Intermediate Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Intermediate Successor, Historical			Successor, Historical
(dollars in thousands)	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Six Months ended June 30, 2020			Six Months ended June 30, 2021
Consolidated statements of cash flows data:
Net cash provided by (used in):
Operating activities	$	(425	)	$	(19,392	)	$	27,087		$	5,592		$	15,933		$	(6,931	)
Investing activities		(77	)		(52,350	)		(661	)		(273,441	)		(376	)		(20,946	)
Financing activities		(2,785	)		76,767			(19,530	)		300,602			(2,012	)		3,006


	Predecessor, Historical			Intermediate Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Solo Brands, Inc., Pro Forma			Solo Brands, Inc., Pro Forma
(dollars in thousands)	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Six Months Ended June 30, 2020			Six Months Ended June 30, 2021			Year ended December 31, 2020			Six Months ended June 30, 2021
Other financial measures:
Net sales by sales channel
DTC.	$	17,048		$	18,965		$	65,701		$	56,986		$	33,539		$	133,411		$	162,972		$	176,693
Wholesale		2,496			1,343			6,875			3,866			3,918			24,405			14,521			31,008
Gross profit	$	14,048		$	8,588		$	49,301		$	37,669		$	24,624		$	106,164		$	102,195		$	141,650
Gross margin		71.9	%		42.3	%		67.9	%		61.9	%		65.7	%		67.3	%		57.6	%		68.2	%
Adjusted gross profit⁽¹⁾	$	14,048		$	13,860		$	51,165		$	43,443		$	26,341		$	107,569		$	122,726		$	143,055
Adjusted gross profit margin⁽¹⁾⁽²⁾		71.9	%		68.2	%		70.5	%		71.4	%		70.3	%		68.2	%		69.1	%		68.9	%
Net income (loss)	$	(24,518	)	$	(5,022	)	$	(15,885	)	$	(8,318	)	$	11,207		$	41,962		$	(80,125	)	$	38,268
Adjusted Net Income⁽¹⁾		5,334			5,644			27,800			23,652			14,618			54,216			68,702			62,532
Adjusted EBITDA⁽¹⁾	$	5,344		$	6,177		$	29,659		$	25,217		$	15,525		$	59,661		$	60,988		$	72,972
Adjusted EBITDA margin⁽¹⁾⁽³⁾		27.3	%		30.4	%		40.9	%		41.4	%		41.4	%		37.8	%		34.4	%		35.1	%


	As of June 30, 2021
(dollars in thousands)	Successor, Historical		Solo Brands, Inc., Pro Forma
Consolidated balance sheet data:
Cash and cash equivalents	$	7,882	$	15,263
Total assets		598,827		758,766
Total liabilities		235,007		266,584
Accumulated deficit (retained earnings)		33,415		(6,322	)
Total liabilities and members’ equity		598,827		758,766

(1)

We define Adjusted EBITDA as net income (loss) before interest expense, income taxes and depreciation and amortization expenses, adjusted for one-time transaction costs related to change in control transactions and this offering, acquisition related costs, changes in fair value of contingent earn-out liability, inventory fair value write-up, and management fees. We define Adjusted Net Income as net income (loss), adjusted for amortization of intangible assets recognized from change in control transactions, one-time transaction costs related to change in control transactions and this offering, acquisition related costs, changes in fair value of contingent earn-out liability, inventory fair value write-up, and management fees. We excluded the amortization expense of intangible assets related to the change in control events; however, we included the revenue generated, in part, by such intangible assets. We define Adjusted gross profit as gross profit adjusted for fair value write-up of inventory as a result of change in control events in 2019 and 2020. We use Adjusted EBITDA, Adjusted

EBITDA margin, Adjusted Net Income, Adjusted gross profit, and Adjusted gross profit margin, non-GAAP financial measures, because we believe they are useful indicators of our operating performance. Our management uses these non-GAAP measures principally as measures of our operating performance and believes that these non-GAAP measures are useful to our investors because they are frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. Our management also uses these non-GAAP measures for planning purposes, including the preparation of our annual operating budget and financial projections.

None of these non-GAAP measures is a measurement of financial performance under GAAP. These non-GAAP measures should not be considered in isolation or as a substitute for a measure of our liquidity or operating performance prepared in accordance with GAAP and are not indicative of net income (loss) from continuing operations as determined under U.S. GAAP. In addition, these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. These non-GAAP financial measures have limitations that should be considered before using these measures to evaluate our liquidity or financial performance. Some of these limitations are as follows:

These non-GAAP measures exclude certain tax payments that may require a reduction in cash available to us; do not reflect our cash expenditures, or future requirements, for capital expenditures (including capitalized software developmental costs) or contractual commitments; do not reflect changes in, or cash requirements for, our working capital needs; do not reflect the cash requirements necessary to service interest or principal payments on our debt; and exclude certain purchase accounting adjustments related to acquisitions.

In addition, our definition and calculation of these non-GAAP measures may differ from that of other companies. We compensate for these limitations by relying primarily on our GAAP results and by using non-GAAP financial measures as a supplement.

The following tables reconcile gross profit to Adjusted gross profit for the periods presented.


	Predecessor, Historical			Intermediate Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Six Months Ended June 30,						Change
(dollars in thousands)	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			2020 (Intermediate Successor)			2021 (Successor)			$			%
Gross profit	$	14,048		$	8,588		$	49,301		$	37,669		$	24,624		$	106,164		$	81,540			331.1	%
Less: Fair-value write-up of inventory from change in control transactions		—			(5,272	)		(1,864	)		(5,774	)		1,717			1,405			(312	)		(18.2	)%
Adjusted gross profit		14,048			13,860			51,165			43,443			26,341			107,569			81,228			308.4	%
Adjusted gross profit margin (Adjusted gross profit as a % of net sales)		71.9	%		68.2	%		70.5	%		71.4	%		70.3	%		68.2	%					(2.1	)%

Solo Brands,
Inc.,
Pro Forma

Combined

Change

(dollars in thousands)

Year ended
December 31,
2020

Six Months
ended
June 30,
2021

Fiscal Year
Ended
December 31,
2019

Fiscal Year
Ended
December 31,
2020

Gross profit

$102,195

$141,650

$22,636

$86,970

$64,334

284.2%

Less: Fair-value write-up of inventory from change in control transactions

(20,531)

(1,405)

(5,272)

(7,638)

(2,366)

44.9%

Adjusted gross profit

122,726

143,055

27,908

94,608

66,700

239.0%

Adjusted gross profit margin (Adjusted gross profit as a % of net sales) .

69.1%

68.9%

70.0%

70.9%

0.9%

The following table reconciles Net income (loss) to Adjusted net income (loss).


	Predecessor, Historical			Intermediate Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Six Months Ended
(dollars in thousands)	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			June 30, 2020 (Intermediate Successor)		June 30, 2021 (Successor)
Net income (loss)	$	(24,518	)	$	(5,022	)	$	(15,885	)	$	(8,318	)	$	11,207	$	41,962
Amortization expense(a)		—			802			2,306			3,248			1,485		7,749
Transaction costs(b)		29,852			3,343			39,265			3,466			6		1,147
Acquisition related costs(c)		—			210			—			409			78		1,303
Changes in fair value of contingent earn-out liability		—			903			—			19,073			—		—
Inventory fair value write-up(d)		—			5,272			1,864			5,774			1,717		1,405
Management fees(e)		—			136			250			—			125		—
Unit based compensation expense		—			—			—			—			—		490
Business expansion expense(f)		—			—			—			—			—		160
Adjusted Net Income	$	5,334		$	5,644		$	27,800		$	23,652		$	14,618	$	54,216


	Solo Brands, Inc., Pro Forma			Solo Brands, Inc., Pro Forma		Combined
(dollars in thousands)	Year ended December 31, 2020			Six Months ended June 30, 2021		Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
Net income (loss)	$	(80,125	)	$	38,268	$	(29,540	)	$	(24,203	)
Amortization expense(a)		20,197			9,533		802			5,554
Transaction costs(b)		64,665			1,340		33,195			42,731
Acquisition related costs(c)		513			1,303		210			409
Changes in fair value of contingent earn-out liability		19,073			—		903			19,073
Inventory fair value write-up(d)		20,531			1,405		5,272			7,638
Management fees(e)		250			—		136			250
Unit based compensation expense		23,598			10,523		—			—
Business expansion expense(f)		—			160		—			—
Adjusted Net Income	$	68,702		$	62,532	$	10,978		$	51,452

(a)

Represents amortization of intangible assets recognized related to change in control events.

(b)

Represents transaction costs, including transaction bonuses and professional service fees related to the previous change in control events and this offering.

(c)

Represents non-recurring transaction expenses, primarily third-party professional fees, associated with acquisitions into new or complementary product lines, including the Oru acquisition.

(d)

Represents write-up of inventory associated with push down accounting for change in control events.

(e)

Represents monitoring fees paid pursuant to a monitoring agreement with Bertram Capital. The monitoring agreement was terminated on October 8, 2020 in connection with 2020 change in control event.

(f)

Represents costs for expansion into new international and domestic markets.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:


	Predecessor, Historical			Intermediate Successor, Historical			Intermediate Successor, Historical			Successor, Historical			Six Months Ended
(dollars in thousands)	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			June 30, 2020 (Intermediate Successor)			June 30, 2021 (Successor)
Net income (loss)	$	(24,518	)	$	(5,022	)	$	(15,885	)	$	(8,318	)	$	11,207		$	41,962
Adjustments:
Interest expense		(6	)		525			1,700			1,507			868			5,117
Income tax expense		3			—			78			21			—			172
Depreciation and amortization expense		13			810			2,387			3,285			1,524			7,905
Transaction costs(a)		29,852			3,343			39,265			3,466			6			1,147
Acquisition related costs(b)		—			210			—			409			78			1,303
Changes in fair value of contingent earn-out liability		—			903			—			19,073			—			—
Inventory fair value write-up(c)		—			5,272			1,864			5,774			1,717			1,405
Management fees(d)		—			136			250			—			125			—
Unit based compensation expense		—			—			—			—			—			490
Business expansion expense(e)		—			—			—			—			—			160
Adjusted EBITDA	$	5,344		$	6,177		$	29,659		$	25,217		$	15,525		$	59,661
Net sales	$	19,544		$	20,308		$	72,576		$	60,852		$	37,457		$	157,816
Adjusted EBITDA margin		27.3	%		30.4	%		40.9	%		41.4	%		41.4	%		37.8	%


	Solo Brands, Inc., Pro Forma			Solo Brands, Inc., Pro Forma			Combined
(dollars in thousands)	Year ended December 31, 2020			Six Months ended June 30, 2021			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
Net income (loss)		$(80,125)			$38,268		$	(29,540	)	$	(24,203	)
Adjustments:
Interest expense		2,898			1,330			519			3,207
Income tax expense		(10,775	)		8,926			3			99
Depreciation and amortization expense		20,360			9,717			823			5,672
Transaction costs(a)		64,665			1,340			33,195			42,731
Acquisition related costs(b)		513			1,303			210			409
Changes in fair value of contingent earn-out liability		19,073			—			903			19,073
Inventory fair value write-up(c)		20,531			1,405			5,272			7,638
Management fees(d)		250			—			136			250
Unit based compensation expense		23,598			10,523			—			—
Business expansion expense(e)		—			160			—			—
Adjusted EBITDA		$ 60,988			$72,972		$	11,521		$	54,876
Net sales		$177,493			$207,701		$	39,852		$	133,428
Adjusted EBITDA margin		34.4	%		35.1	%		28.9	%		41.1	%

(a)

Represents transaction costs including transaction bonuses and professional service fees related to the previous change in control events and this offering.

(b)

Represents transaction expenses that we do not believe are reflective of our ongoing operations, primarily professional service fees associated with acquisitions into new or complementary product lines, including the Oru acquisition, as described in Note 16 to the audited financial statements of Holdings included elsewhere in this prospectus.

(c)

Represents write-up of inventory associated with push down accounting for change in control events.

(d)

Represents monitoring fees paid pursuant to a monitoring agreement to Bertram Capital. The monitoring agreement was terminated on October 8, 2020 in connection with the 2020 change in control event.

(e)

Represents costs for expansion into new international and domestic markets.

(2)

We define Adjusted gross profit margin as adjusted gross profit divided by net sales.

(3)

We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

SUMMARY FINANCIAL AND OTHER DATA OF CHUBBIES, INC.

The following tables present summary historical financial data of Chubbies, Inc. Chubbies, Inc.’s financial statements as of and for the year ended January 30, 2021 have been prepared in accordance with U.S. GAAP. The summary historical financial data for the year ended January 30, 2021 have been derived from Chubbies, Inc.’s historical financial statements included elsewhere in this prospectus. The summary statements of operations data for the six months ended July 31, 2021 and the summary balance sheet data as of July 31, 2021 are derived from Chubbies, Inc.’s unaudited interim financial statements included elsewhere in this prospectus. The unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position and results of operations.

The information set forth below is only a summary. You should read the following information together with Chubbies, Inc.’s financial data included elsewhere in this prospectus. The summary historical data presented below constitutes historical financial data of Chubbies, Inc. Chubbies, Inc.’s historical financial information may not be indicative of the future performance of Chubbies or the combined company following the Chubbies Acquisition.


	Year Ended January 30,			Six Months Ended July 31,
	2021			2021
				(unaudited)
	(in thousands)
Statements of Operations Data:
Net Sales	$	44,065		$	49,885
Cost of Sales		15,947			14,399

Gross Profit		28,118			35,486

Operating Expenses:		23,560			24,242

Income from operations		4,558			11,244

Other income (expense)
Interest expense, net		(309	)		(55	)
Other income, net		1			1
Gain on forgiveness of Paycheck Protection Program Loan		—			1,561

Total other expense		(308	)		1,507

Income before income taxes		4,250			12,751
Provision for income tax (benefit) expense		(1,461	)		2,669

Net income	$	5,711		$	10,082


	As of July 31, 2021
	(unaudited)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	19,719
Total assets	$	35,374
Total liabilities	$	14,986
Additional paid-in capital	$	15,094
Retained earnings	$	5,293
Total stockholders’ equity	$	20,388

The following table presents a reconciliation of Chubbies stand-alone net income to Adjusted EBITDA for the periods presented:


	Fiscal Year Ended			Six Months Ended
(in thousands)	January 30, 2021			July 31, 2021
Net income	$	5,711		$	10,082
Adjustments:
Interest expense		311			70
Income tax expense		(1,461	)		2,669
Depreciation and amortization expense		166			89
Transaction costs(a)		104			40
Employee compensation expense(b)		636			223
Corporate relocation costs		645			138

Adjusted EBITDA	$	6,112		$	13,311

Net sales	$	44,065		$	49,885
Adjusted EBITDA margin		13.9	%		26.7	%

(a)

Represents transaction costs including professional service fees.

(b)

Represents employee compensation expense and severance from restructurings.

The following table reconciles Chubbies stand-alone net income to Adjusted net income for the periods presented:


	Fiscal Year Ended			Six Months Ended
(in thousands)	January 30, 2021			July 31, 2021
Net income	$	5,711		$	10,082
Adjustments:
Amortization expense(b)		121			61
Transaction costs(a)		104			40
Employee compensation expense(d)		636			223
Corporate relocation costs		645			138
Tax impact of adjusting items(c)		(346	)		(106	)

Adjusted Net Income	$	6,871		$	10,438

(a)

Represents transaction costs including professional service fees.

(b)

Represents amortization of intangible assets.

(c)

Represents the tax impact of adjustments calculated at a federal statutory rate of 23%.

(d)

Represents employee compensation expense and severance from restructurings.

RISK FACTORS

Investing in our Class A Common Stock involves a high degree of risk. These risks include, but are not limited to, those described below, each of which may be relevant to an investment decision. You should carefully consider the risks described below, together with all of the other information in this prospectus, including our financial statements and related notes, before investing in our Class A Common Stock. The realization of any of these risks could adversely affect our business, results of operations and financial condition. In that event, the trading price and value of our Class A Common Stock could decline, and you may lose part or all of your investment. Please also see “Special Note Regarding Forward-Looking Statements.”

Risks Related to our Business and Industry

We have developed a strong and trusted brand that we believe has contributed significantly to the success of our business, and we believe our continued success depends on our ability to maintain and grow the value and reputation of Solo Brands. Maintaining, promoting and positioning our brand and reputation will depend on, among other factors, the success of our product offerings, quality assurance, marketing and merchandising efforts, the reliability and reputation of our supply chain, our ability to grow and capture share of the outdoor lifestyle category, and our ability to provide a consistent, high-quality consumer experience. We have made substantial investments in these areas in order to maintain and enhance our brand and these experiences, but such investments may not be successful. Any negative publicity, regardless of its accuracy, could materially adversely affect our business. For example, our business depends in part on our ability to maintain a strong community of engaged customers and social media influencers. We may not be able to maintain and enhance a loyal customer base if we receive customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, operating results and growth prospects.

The growing use of social and digital media by us, our consumers and third parties increases the speed and extent that information or misinformation and opinions can be shared. Negative publicity about us, our brand or our products on social or digital media could seriously damage our brand and reputation. For example, consumer perception could be influenced by negative media attention regarding any consumer complaints about our products, our management team, ownership structure, sourcing practices and supply chain partners, employment practices, ability to execute against our mission and values, and our products or brand, such as any advertising campaigns or media allegations that challenge the sustainability of our products and our supply chain, or that challenge our marketing efforts regarding the quality of our products, which could have an adverse effect on our business, brand and reputation. Similar factors or events could impact the success of any brands or products we introduce in the future.

Our company image and brand are very important to our vision and growth strategies, particularly our focus on being a “good company” and operating consistent with our mission and values. We will need to continue to invest in actions that support our mission and values and adjust our offerings to appeal to a broader audience in the future in order to sustain our business and to achieve growth, and there can be no assurance that we will be able to do so. If we do not maintain the favorable perception of our company and our brand, our sales and results of operations could be negatively impacted. Our brand and company image is based on perceptions of subjective qualities, and any incident that erodes the loyalty of our consumers, customers, suppliers or manufacturers, including adverse publicity or a governmental investigation or litigation, could significantly reduce the value of our brand and significantly damage our business, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are unable to successfully design and develop new products, our business may be harmed.

Our fire pits made up 92% of our total revenue in the year ended December 31, 2020. Our future growth depends in part on our ability to expand sales of our other existing products and to introduce new and enhanced

products. The success of our new and enhanced products depends on many factors, including anticipating consumer preferences, finding innovative solutions to consumer problems, differentiating our products from those of our competitors, and maintaining the strength of our brand while also expanding our brand beyond the categories of products we currently sell. The design and development of our products is costly and we typically have several products in development at the same time. If we misjudge or fail to anticipate consumer preferences or there are problems in the design or quality of our products, or delays in product introduction, our brand, business, financial condition, and results of operations could be harmed.

Our recent growth rates may not be sustainable or indicative of future growth and we may not be able to effectively manage our growth.

We have expanded our operations rapidly, especially over the last few years. Net sales increased $93.6 million, or 234.8%, to $133.4 million in 2020, compared to $39.9 million in 2019. This increase was primarily driven by an increase in total orders year over year. We had 157,312 orders in 2019 and 486,120 orders in 2020, representing a 209% increase year over year. The average order size increased by 8.3%, to $274.47 per order in 2020 from $253.33 per order in 2019. The increase in the number of orders was primarily due to our digital marketing strategy and by increased demand for outdoor recreation and leisure lifestyle products. However, our historical growth rates are likely not sustainable or indicative of future growth. We believe that our continued revenue growth will depend upon, among other factors:

•

Increasing U.S. brand awareness;

•

Our ability to obtain adequate protections for our intellectual property;

•

Impacts of the COVID-19 pandemic and its aftermath;

•

Product innovation to expand our total addressable market;

•

Complementary acquisitions; and

•

International expansion.

Disruptions related to the COVID-19 pandemic affected our business; however, this negative impact was offset by two positive results of the pandemic. First, COVID-19 helped create a surge in consumer interest for outdoor living and outdoor recreation. Second, it created a mass acceleration in online shopping that has continued through today, increasing our DTC sales. These trends may not hold true in the future.

We have a limited history operating our business at its current scale. As a result of our growth, our employee headcount and the scope and complexity of our business have increased substantially, and we are continuing to implement policies and procedures that we believe are appropriate for a company of our size and in preparation for operating as a new public company. Our management team does not have substantial tenure working together. In the future, we may expand into new product categories with which we do not have any experience. We may experience difficulties as we continue to implement changes to our business and related policies and procedures to keep pace with our recent growth and, if our operations continue to grow at a rapid pace, in managing such growth and building the appropriate processes and controls in the future. Continued growth may increase the strain on our resources, and we could experience operating difficulties, including difficulties in sourcing, logistics, recruiting, maintaining internal controls, marketing, designing innovative products, and meeting consumer needs. If we do not adapt to meet these evolving challenges, the strength of our brand may erode, the quality of our products may suffer, we may not be able to deliver products on a timely basis to our customers, and our corporate culture may be harmed.

In addition, we expect to make significant investments in our research and development and sales and marketing organizations, expand our operations and infrastructure both domestically and internationally, design and develop new products, and enhance our existing products with newly developed products and through acquisitions. If our sales do not increase at a sufficient rate to offset these increases in our operating expenses, our profitability may decline in future periods.

Our business could be harmed if we are unable to accurately forecast demand for our products or our results of operations.

To ensure adequate inventory supply, we forecast inventory needs and often place orders with our manufacturers before we receive firm orders from our retail partners or customers and we may not be able to do so accurately. If we fail to accurately forecast demand, we may experience excess inventory levels or a shortage of product and delays in delivering to our retail partners and through our DTC channel, particularly due to uncertainty related to the duration and impact of the evolving COVID-19 pandemic.

In the last quarter of 2020 demand increased significantly causing delay in product shipments and customer complaints, which was compounded by disruptions in the supply chain as a result of the COVID-19 pandemic and backlogs in the shipping industry. Although we have increased manufacturer production to account for increased seasonal demands, if we again underestimate the demand for our products, our manufacturers may not be able to scale quickly enough to meet demands, and this could result in delays in the shipment of our products and our failure to satisfy demand, as well as damage to our reputation and retail partner relationships. If we overestimate the demand for our products, we could face inventory levels in excess of demand, which could result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would harm our gross margins. In addition, failure to accurately predict the level of demand for our products could cause a decline in sales and harm our results of operations and financial condition. Factors that may impact our ability to forecast demand for our products include the evolving COVID-19 pandemic, shifting consumer trends, increased competition and our limited operating experience.

In addition, we may not be able to accurately forecast our results of operations and growth rate. Forecasts may be particularly challenging as we expand into new markets and geographies, and develop and market new products. Our historical sales, expense levels, and profitability may not be an appropriate basis for forecasting future results, particularly due to uncertainty related to the duration and impact of the evolving COVID-19 pandemic.

Failure to accurately forecast our results of operations and growth rate could cause us to make incorrect operating decisions and we may not be able to adjust in a timely manner. Consequently, actual results could be materially lower than anticipated. Even if the markets in which we compete expand, we cannot assure you that our business or profitability will grow at similar rates, if at all.

Our marketing strategy of associating our brand and products with outdoor, group activities may not be successful with existing and future customers.

We believe that we have been successful in marketing our products by associating our brand and products with outdoor activities to be experienced with family and friends. To sustain long-term growth, we must not only continue to successfully promote our products to consumers who identify with or aspire to these activities, as well as to individuals who value the differentiated function, high quality, and specialized design of our products, but also promote new products with which we may not have experience and attract more customers to our existing products. If we fail to successfully market and sell our products to our existing customers or expand our customer base, our sales could decline or we may be unable to grow our business.

If we fail to attract new customers in a cost-effective manner, our business may be harmed.

A large part of our success depends on our ability to attract new customers in a cost-effective manner. We have made, and may continue to make, significant investments in attracting new customers through increased advertising spends on social media, radio, podcasts, and targeted email communications. Marketing campaigns can be expensive and may not result in the cost-effective acquisition of customers. Further, as our brand becomes more widely known, future marketing campaigns may not attract new customers at the same rate as past campaigns and the cost of acquiring new customers may increase over time. If we are unable to attract new customers, or fail to do so in a cost-effective manner, our business may be harmed.

Our growth depends, in part, on expanding into additional consumer markets, and we may not be successful in doing so.

We believe that our future growth depends not only on continuing to provide our current customers with new products, but also continuing to enlarge our customer base. The growth of our business will depend, in part, on our ability to continue to expand in the United States, as well as into international markets. We are investing significant resources in these areas, and although we hope that our products will gain popularity, we may face challenges that are different from those we currently encounter, including competitive, merchandising, distribution, hiring, and other difficulties. We may also encounter difficulties in attracting customers due to a lack of consumer familiarity with or acceptance of our brand, or a resistance to paying for premium products, particularly in international markets. In addition, although we are investing in sales and marketing activities to further penetrate newer regions, including expansion of our dedicated sales force, we may not be successful. If we are not successful, our business and results of operations may be harmed.

Our net sales and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors.

Our products are discretionary items for customers. Therefore, the success of our business depends significantly on economic factors and trends in consumer spending. There are a number of factors that influence consumer spending, including actual and perceived economic conditions, consumer confidence, disposable consumer income, consumer credit availability, unemployment, and tax rates in the markets where we sell our products. Consumers also have discretion as to where to spend their disposable income and may choose to purchase other items or services. As global economic conditions continue to be volatile, and economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to declines. Any of these factors could harm discretionary consumer spending, resulting in a reduction in demand for our products, decreased prices, increased costs to make sales, and harm to our business and results of operations. Moreover, consumer purchases of discretionary items, such as our products, tend to decline during recessionary periods when disposable income is lower or during other periods of economic instability or uncertainty, which may slow our growth more than we anticipate. A downturn in the economies in markets in which we sell our products, particularly in the United States, may materially harm our sales, profitability, and financial condition.

Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States, and has been declared a pandemic by the World Health Organization. In 2020, we saw tailwinds in our business and adoption of our products driven by the COVID-19 pandemic, as individuals and families spent more time at home or enjoying the outdoors together as a result of quarantine measures with alternative time to pursue alternative recreational and leisure activities. These tailwinds and trends could moderate or reverse over time, including as a result of the reopening of the economy and lessening of restrictions on movement and travel and related to social distancing. In addition, the COVID-19 pandemic and preventative measures taken to contain or mitigate such have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas and significant disruption in the financial markets both globally and in the United States, which could lead to a decline in discretionary spending by consumers, and in turn impact, possibly materially, our business, sales, financial condition and results of operations. Potential impacts include, but are not limited to:

•

disruption to our third-party manufacturing partners, suppliers, and other vendors, including the effects of facility closures, reductions in operating hours, labor shortages, and real time changes in operating procedures, including for additional cleaning and disinfection procedures; for example, during the height of the COVID-19 pandemic, we were sold out of many of our products as a result of limitations on our ability to obtain additional products from suppliers;

•

inhibition of word-of-mouth referrals as a result of consumers spending more time at home and limiting social gatherings outside of their households; for example, because the COVID-19 pandemic required social distancing and restricted people from leaving their homes, in March 2020 word-of-mouth referrals only accounted for 26% of solostove.com orders. As the pandemic restrictions have softened, we have seen referral rates at more normalized levels. In March 2021 word-of-mouth referrals accounted for 45% of solostove.com orders - a 70% year-over-year increase;

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significant disruption of global financial markets, which could have a negative impact on our ability to access capital in the future; and

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an inability to operate our fulfillment centers and thereby ship product to customers which would severely impact our ability to generate revenue.

The COVID-19 pandemic has significantly impacted the global supply chain, with restrictions and limitations on related activities causing disruption and delay. These disruptions and delays have strained certain domestic and international supply chains, which have affected and could continue to negatively affect the flow or availability of certain products. Increased demand for online purchases of products impacted our fulfillment operations, resulting in delays in delivering products to our customers, in particular at the end of 2020.

Additional outbreaks of COVID-19, or any resurgence of existing outbreaks, and the requirements to take action to help limit the spread of the illness, could impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business, results of operations, cash flows and financial condition. The extent of the impact of COVID-19 on our business and financial results will depend on future developments, including the duration and severity of the outbreak (including the severity and transmission rates of new variants of the virus that causes COVID-19) within the markets in which we operate, the timing, distribution, rate of public acceptance and efficacy of vaccines and other treatments, the related impact on consumer confidence and spending, the effect of governmental regulations imposed in response to the pandemic and the extent to which consumers modify their behavior as social distancing and related precautions are lifted, all of which are highly uncertain and ever-changing. The sweeping nature of the COVID-19 pandemic makes it extremely difficult to predict how our business and operations will be affected in the longer run. However, the likely overall economic impact of the pandemic could be viewed as highly negative to the general economy. Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic or its aftermath, could materially increase our costs, negatively impact our sales and damage our results of operations and liquidity, possibly to a significant degree. The duration of any such impacts cannot be predicted.

To the extent the COVID-19 pandemic or its aftermath adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

The markets in which we compete are highly competitive and we could lose our market position.

The markets in which we compete are highly competitive, typically with low barriers to entry. The number of competing companies continues to increase. Competition in these product markets is based on a number of factors including product quality, performance, durability, availability, styling, brand image and recognition, and price. Our competitors may be able to develop and market similar products that compete with our products, sell their products for lower prices, offer their products for sale in more areas, adapt to changes in consumers’ needs and preferences more quickly, devote greater resources to the design, sourcing, distribution, marketing, and sale of their products, or generate greater brand recognition than us. In addition, as we expand into new areas and new product categories we will continue to face, different and, in some cases, more formidable competition. Many of our competitors and potential competitors have significant competitive advantages, including learning from our experiences and taking advantage of new product popularity, greater financial strength, larger research and development teams, larger marketing budgets, and more distribution and other resources than we do. Some of our competitors may aggressively discount their products or offer other attractive sales terms in order to gain market share, which could result in pricing pressures, reduced profit margins, or lost market share. If we are not able to

overcome these potential competitive challenges, effectively market our current and future products, and otherwise compete effectively against our current or potential competitors, our prospects, results of operations, and financial condition could be harmed.

Competitors have imitated and will likely continue to imitate our products. If we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed.

We attempt to protect our intellectual property rights, both in the United States and in foreign countries, through a combination of patent, trademark, copyright, design, and trade secret laws, as well as licensing, assignment, and confidentiality agreements with our employees, consultants, suppliers, manufacturers. While it is our policy to protect and defend our intellectual property, we cannot be sure that the actions we have taken to establish and protect our trademarks and other proprietary rights will be adequate to protect us, or that any of our intellectual property will not be challenged or held invalid or unenforceable.

Our success depends in large part on our brand image and, in particular, on the strength of our Solo Stove, Chubbies, Isle, Oru and logo trademarks. We rely on trademark protection to protect our brands, and we have registered or applied to register many of these trademarks. While we have registered or applied to register our material trademarks in the United States and several other markets, we have not registered all of our marks in all of the jurisdictions in which we currently conduct or intend to conduct business. Further, even if we seek to register these trademarks, we cannot be sure that our trademark applications will be successful, and they could be challenged or opposed by third parties. In the event that our trademarks are successfully challenged and we lose the rights to use those trademarks, we could be forced to rebrand our products, requiring us to devote resources to advertising and marketing new brands.

In addition, we rely on design patents, as well as registered designs, to protect our products and designs. We have also applied for, and expect to continue to apply for, utility patent and design protection relating to proprietary aspects of existing and proposed products. We cannot be sure that any of our patent or design applications will result in issued patents or registered designs, or that any patents issued as a result of our patent applications will be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Third parties may challenge, the validity and enforceability of certain of our patents, including through patent office ex parte reexamination, inter partes review or post-grant proceedings. Regardless of outcome, such challenges may result in substantial legal expenses and diversion of management’s time and attention from our other business operations. In some instances, our patent claims could be substantially narrowed or declared invalid or unenforceable. Any significant adverse finding by a patent office or adverse verdict of a court as to the validity, enforceability, or scope of certain of our patents could adversely affect our competitive position and otherwise harm our business.

We regard our intellectual property rights as critical to our success. We regularly monitor for infringement, and we employ third-party watch services in support of these efforts. Nevertheless, the steps we take to protect our proprietary rights against infringement or other violation may be inadequate and we may experience difficulty in effectively limiting the unauthorized use of our patents, trademarks, trade dress, and other intellectual property and proprietary rights worldwide. As our business continues to expand, our competitors have imitated, and will likely continue to imitate, our product designs and branding, which could harm our business and results of operations. In addition, our use of third party suppliers and manufacturers presents a risk of counterfeit goods entering the marketplace. Because our products are manufactured overseas in countries where counterfeiting is more prevalent, and we intend to increase our sales overseas over the long term, we may experience increased copying of our products. Certain foreign countries do not protect intellectual property rights as fully as they are protected in the United States and, accordingly, intellectual property protection may be limited or unavailable in some foreign countries where we choose to do business. It may therefore be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries, which could diminish the value of our brands or products and cause our competitive position and growth to suffer.

As we develop new products and seek to expand internationally, we will continue to incur greater costs in connection with securing patents, trademarks, copyrights, and other intellectual property rights. This increased intellectual property activity will also increase our costs to monitor and enforce our intellectual property rights. While we actively develop and protect our intellectual property rights, there can be no assurance that we will be adequately protected in all countries in which we conduct our business or that we will prevail when defending our patent, trademark, and proprietary rights. If difficulties arise securing such rights or protracted litigation is necessary to enforce such rights, our business and financial condition could be harmed.

Additionally, we could incur significant costs and management distraction in pursuing claims to enforce our intellectual property rights through litigation, and defending any alleged counterclaims. If we are unable to protect or preserve the value of our patents, trade dress, trademarks, copyrights, or other intellectual property rights for any reason, or if we fail to maintain our brand image due to actual or perceived product or service quality issues, adverse publicity, governmental investigations or litigation, or other reasons, our brand and reputation could be damaged and our business may be harmed.

We may be subject to liability if we infringe upon the intellectual property rights of third parties and have increased costs protecting our intellectual property rights.

Third parties may sue us for alleged infringement of their proprietary rights. The party claiming infringement might have greater resources than we do to pursue its claims, and we could be forced to incur substantial costs and devote significant management resources to defend against such litigation, even if the claims are meritless and even if we ultimately prevail. Also third parties may make infringement claims against us that relate to technology developed and owned by one of our manufacturers for which our manufacturers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations and determining the scope of these obligations could require additional litigation. If the party claiming infringement were to prevail, we could be forced to modify or discontinue our products, pay significant damages, or enter into expensive royalty or licensing arrangements with the prevailing party, any of which could have a material adverse effect on our business, financial condition and results of operations. Further, we cannot guarantee that a license from the prevailing party would be available on acceptable terms, or at all.

We rely on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations.

Our products are produced by third-party manufacturers. We face the risk that these third-party manufacturers may not produce and deliver our products on a timely basis, or at all. We have experienced, and will likely continue to experience, operational difficulties with our manufacturers, including as a result of the COVID-19 pandemic, and we may face similar or unknown operational difficulties or other risks with respect to future manufacturers, including with respect to new products. These difficulties include reductions in the availability of production capacity, errors in complying with product specifications and regulatory and customer requirements, insufficient quality control, failures to meet production deadlines, failure to achieve our product quality standards, increases in costs of manufacturing and materials, and manufacturing or other business interruptions. The ability of our manufacturers to effectively satisfy our production requirements could also be impacted by manufacturer financial difficulty or damage to their operations caused by fire, terrorist attack, riots, natural disaster, public health issues such as the current COVID-19 pandemic (or other future pandemics or epidemics), or other events. The failure of any manufacturer to perform to our expectations could result in supply shortages or delays for certain products and harm our business. If we develop new products with significantly increased or new manufacturing requirements, otherwise experience significantly increased demand, or need to replace an existing manufacturer due to lack of performance, we may be unable to supplement or replace our manufacturing capacity on a timely basis or on terms that are acceptable to us, which may increase our costs, reduce our margins, and harm our ability to deliver our products on time. Additionally, we do not have long-term agreements in place with most of our third-party manufacturers, and such manufacturers could decide to stop

working with us, which would require us to identify and qualify new manufacturers. For certain of our products, it may take a significant amount of time to identify and qualify a manufacturer that has the capability and resources to produce our products to our specifications in sufficient volume and satisfy our service and quality control standards.

The capacity of our manufacturers to produce our products is also dependent upon the availability of raw materials. Our manufacturers may not be able to obtain sufficient supply of raw materials, which could result in delays in deliveries of our products by our manufacturers or significantly increased costs. Any shortage of raw materials or inability of a manufacturer to produce or ship our products in a timely manner, or at all, could impair our ability to ship orders of our products in a cost-efficient, timely manner and could cause us to miss the delivery requirements of our customers. As a result, we could experience cancellations of orders, refusals to accept deliveries, or reductions in our prices and margins, any of which could harm our financial performance, reputation, and results of operations.

We also depend on a limited number of third-party manufacturers for the sourcing of our products. We currently have 34 manufacturing partners located in various locations, including China, India, Vietnam and Mexico. The majority of our camp stoves and fire pits are currently made in China between three of our manufacturers, with additional limited production in India and Vietnam. We have attempted to increase manufacturing capacity and diversity by contracting with manufacturers outside of China as well, but new suppliers outside of China have not yet ramped up supply and may not be able to do so. As a result of this concentration in our supply chain, our business and operations would be negatively affected if any of our key manufacturers or suppliers were to experience significant disruption affecting the price, quality, availability, or timely delivery of products or were to refuse to supply us. The partial or complete loss of these manufacturers or suppliers, or a significant adverse change in our relationship with any of these manufacturers or suppliers, could result in lost sales, added costs, and distribution delays that could harm our business and customer relationships.

Our business relies on cooperation of our suppliers, but not all relationships include written exclusivity agreements, which means that they could produce similar products for our competitors. If they produce similar products for our competitors, it could harm our results of operations.

With all of our suppliers and manufacturers, we face the risk that they may fail to produce and deliver supplies or our products on a timely basis, or at all, or comply with our quality standards. In addition, they may decide to raise prices in the future, which would increase our costs and harm our margins. Those with whom we have executed supply contracts may still breach these agreements, and we may not be able to enforce our rights under these agreements or may incur significant costs attempting to do so. As a result, we cannot predict our ability to obtain supplies and finished products in adequate quantities, of required quality and at acceptable prices from our suppliers and manufacturers in the future. Any one of these risks could harm our ability to deliver our products on time, or at all, damage our reputation and our relationships with our retail partners and customers, and increase our product costs thereby reducing our margins.

In addition, we do not have written agreements requiring exclusivity with all of our manufacturers and suppliers. As a result, they could produce similar products for our competitors, some of which could potentially purchase products in significantly greater volume. Further, while certain of our contracts stipulate contractual exclusivity against production of similar products to ours, those suppliers or manufacturers could choose to breach our agreements and work with our competitors. Our competitors could enter into restrictive or exclusive arrangements with our manufacturers or suppliers that could impair or eliminate our access to manufacturing capacity or supplies. Our manufacturers or suppliers could also be acquired by our competitors, and may become our direct competitors, thus limiting or eliminating our access to supplies or manufacturing capacity.

In addition, one of our suppliers holds certain intellectual property covering a small portion of our products in China. Although such products accounted for less than 6% of our U.S. sales in the six months ended June 30, 2021, if that manufacturer decided to end our relationship and/or attempted to revoke or block the production of those products, or began to produce those products for one or more of our competitors, it would likely result in

protracted litigation and could harm our other manufacturer relationships, increase our costs, and harm our business, including forcing us to manufacture certain products outside of China.

Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs.

The price and availability of key components used to manufacture our products has been increasing and may continue to fluctuate significantly. In addition, the cost of labor at our third-party manufacturers could increase significantly. For example, manufacturers in China have experienced increased costs in recent years due to shortages of labor and fluctuations of the Chinese Yuan in relation to the U.S. dollar. Additionally, the cost of logistics and transportation fluctuates in large part due to the price of oil, and availability can be limited due to political and economic issues. Any fluctuations in the cost and availability of any of our raw materials or other sourcing or transportation costs could harm our gross margins and our ability to meet customer demand. If we are unable to successfully mitigate a significant portion of these product cost increases or fluctuations, our results of operations could be harmed.

Our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, societal, and political risks associated with those markets.

Our products are manufactured outside of the United States, and we make a limited number of sales of our products outside of the United States. Our reliance on suppliers and manufacturers in foreign markets, as well as our sales in non-U.S. markets, creates risks inherent in doing business in foreign jurisdictions, including: (a) the burdens of complying with a variety of foreign laws and regulations, including trade and labor restrictions and laws relating to the importation and taxation of goods; (b) weaker protection for intellectual property and other legal rights than in the United States, and practical difficulties in enforcing intellectual property and other rights outside of the United States; (c) compliance with U.S. and foreign laws relating to foreign operations, including the U.S. Foreign Corrupt Practices Act, or FCPA, the UK Bribery Act 2010, or the Bribery Act, regulations of the U.S. Office of Foreign Assets Controls, or OFAC, and U.S. anti-money laundering regulations, which prohibit U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business, transacting with persons subject to sanctions in certain countries, as well as engaging in other illegal practices; (d) economic and political instability and acts of terrorism in the countries where our suppliers are located; (e) transportation interruptions or increases in transportation costs; (f) public health crises, such as pandemics and epidemics; and (g) the imposition of tariffs on components and products that we import into the United States or other markets. For example, the ongoing COVID-19 outbreak has resulted in increased travel restrictions, supply chain disruptions, and extended shutdown of certain businesses around the globe. This public health crises or any further political developments or health concerns in markets in which our products are manufactured could result in social, economic and labor instability, adversely affecting the supply of our products and, in turn, our business, financial condition and results of operations. Further, we cannot assure you that our directors, officers, employees, representatives, manufacturers, or suppliers have not engaged and will not engage in conduct for which we may be held responsible, nor can we assure you that our manufacturers, suppliers, or other business partners have not engaged and will not engage in conduct that could materially harm their ability to perform their contractual obligations to us or even result in our being held liable for such conduct. Violations of the FCPA, the Bribery Act, OFAC restrictions, or other export control, anti-corruption, anti-money laundering, and anti-terrorism laws, or allegations of such acts, could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and nonmonetary penalties and could cause us to incur significant legal and investigatory fees, which could harm our business, financial condition, cash flows, and results of operations.

If tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business and results of operations could be harmed.

Geopolitical uncertainties and events could cause damage or disruption to international commerce and the global economy, and thus could have a material adverse effect on us, our suppliers, logistics providers, manufacturing vendors and customers. Changes in commodity prices may also cause political uncertainty and increase currency volatility that can affect economic activity. During 2020, the majority of our products that were imported into the United States from China were subject to tariffs that were as high as 25%. The progress and continuation of trade negotiations between the United States and China continues to be uncertain and a further escalation of the trade war remains a possibility. These tariffs have, and will continue to have, an adverse effect on our results of operations and margins. We are unable to predict the magnitude, scope or duration of the imposed tariffs or the magnitude, scope or duration from any relief in increases to such tariffs, or the potential for additional tariffs or trade barriers by the United States, China or other countries, and any strategies we may implement to mitigate the impact of such tariffs or other trade actions may not be successful.

Changes in domestic social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any negative sentiments towards the United States as a result of such changes, could also adversely affect our business. For example, if the United States government withdraws or materially modifies existing or proposed trade agreements, places greater restriction on free trade generally or imposes increases on tariffs on goods imported into the United States, particularly from China, our business, financial condition and results of operations could be adversely affected. In addition, negative sentiments towards the United States among non-U.S. customers and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively.

The foreign policies of governments may be volatile, and may result in rapid changes to import and export requirements, customs classifications, tariffs, trade sanctions and embargoes or other retaliatory trade measures that may cause us to raise prices, prevent us from offering products or providing services to particular entities or markets, may cause us to make changes to our operations, or create delays and inefficiencies in our supply chain. Furthermore, if the U.S. government imposes new sanctions against certain countries or entities, such sanctions could sufficiently restrict our ability to market and sell our products and may materially adversely affect our results of operations.

Our business depends on our ability to source and distribute products in a timely manner. However, we cannot control all of the factors that might affect the timely and effective procurement of our products from our third-party manufacturers and the delivery of our products to our retail partners and customers.

Our third-party manufacturers ship most of our products to our distribution centers in the United States, the largest of which is in Texas. Our large reliance on our distribution center in Texas makes us more vulnerable to natural disasters, weather-related disruptions, accidents, system failures, public health issues such as the recent winter freeze in Dallas, Texas and the COVID-19 pandemic (or other future pandemics or epidemics), or other unforeseen events that could delay or impair our ability to fulfill retailer orders and/or ship merchandise purchased on our website, which could harm our sales. We import our products, and thus we are also vulnerable to risks associated with products manufactured abroad, including, among other things: (a) risks of damage, destruction, or confiscation of products while in transit to our distribution centers; and (b) transportation and other delays in shipments, including as a result of heightened security screening, port congestion, and inspection processes or other port-of-entry limitations or restrictions in the United States. In order to meet demand for a product, we may choose in the future to arrange for additional quantities of the product, if available, to be delivered through air freight, which is significantly more expensive than standard shipping by sea and,

consequently, could harm our gross margins. Failure to procure our products from our third-party manufacturers and deliver merchandise to our retail partners and DTC channels in a timely, effective, and economically viable manner could reduce our sales and gross margins, damage our brand, and harm our business.

We also rely on the timely and free flow of goods through open and operational international shipping lanes and ports from our suppliers and manufacturers. Labor disputes or disruptions of shipping lanes, such as the Suez Canal blockage in 2021, or at ports, our common carriers, or our suppliers or manufacturers could create significant risks for our business, particularly if these disputes result in work slowdowns, lockouts, strikes, or other disruptions during periods of significant importing or manufacturing, potentially resulting in delayed or cancelled orders by customers, unanticipated inventory accumulation or shortages, and harm to our business, results of operations, and financial condition.

In addition, we rely upon independent land-based and air freight carriers for product shipments from our distribution centers to our retail partners and customers who purchase through our DTC channel. We may not be able to obtain sufficient freight capacity on a timely basis or at favorable shipping rates and, therefore, may not be able to receive products from suppliers or deliver products to retail partners or customers in a timely and cost-effective manner.

Accordingly, we are subject to the risks, including labor disputes, union organizing activity, inclement weather, public health issues, and increased transportation costs, associated with our third-party manufacturers’ and carriers’ ability to provide products and services to meet our requirements. In addition, if the cost of fuel rises, the cost to deliver products may rise, which could harm our profitability.

Although relatively small, an important portion of our sales and advertising are to our domestic retail partners. We depend in part on our retail partners to display and present our products to customers, and our failure to maintain and further develop our relationships with our domestic retail partners could harm our business.

For 2020, 4.9% of our revenue was generated from sales to our domestic retail partners. Although this is a small percentage, the physical placement of these products at our selected dealers plays an important part in our sales strategy. Our wholesale retail sales are also increasing. These retail partners may decide to emphasize products from our competitors, to redeploy their retail floor space to other product categories, or to take other actions that reduce their purchases and visibility of our products. We do not receive long-term purchase commitments from our retail partners, and orders received are cancellable. Factors that could affect our ability to maintain or expand our sales to these retail partners include: (a) failure to accurately identify the needs of our customers; (b) a lack of customer acceptance of new products or product expansions; (c) unwillingness of our retail partners and customers to attribute premium value to our new or existing products or product expansions relative to competing products; (d) failure to obtain shelf space from our retail partners; (e) new, well-received product introductions by competitors; (f) damage to our relationships with retail partners; (g) delays or defaults on our retail partners’ payment obligations to us; and (h) store closures, decreased foot traffic, recession or other adverse effects resulting from public health crises such as the recent COVID-19 pandemic (or other future pandemics or epidemics).

We cannot assure you that our retail partners will continue to carry our current products or carry any new products that we develop. If we lose any of our key retail partners or any key retail partner reduces its purchases of our existing or new products or its number of stores or operations or promotes products of our competitors over ours, our brand, as well as our results of operations and financial condition, could be harmed. Because we are a premium brand, our sales depend, in part, on retail partners effectively displaying our products, including providing attractive space and point of purchase displays in their stores, and training their sales personnel to sell our products. If our retail partners reduce or terminate those activities, we may experience reduced sales of our products, resulting in lower gross margins, which would harm our results of operations. In addition, any store closures, decreased foot traffic and recession resulting from the COVID-19 pandemic may adversely affect the performance and the financial condition of many of these customers. The foregoing could have a material adverse effect on our business and financial condition.

Insolvency, credit problems or other financial difficulties that could confront our retail partners could expose us to financial risk.

We sell to the large majority of our retail partners on open account terms and do not require collateral or a security interest in the inventory we sell them. Consequently, our accounts receivable with our retail partners are unsecured. Insolvency, credit problems, or other financial difficulties confronting our retail partners could expose us to financial risk. These actions could expose us to risks if they are unable to pay for the products they purchase from us. Financial difficulties of our retail partners could also cause them to reduce their sales staff, use of attractive displays, number or size of stores, and the amount of floor space dedicated to our products. Any reduction in sales by, or loss of, our current retail partners or customer demand, or credit risks associated with our retail partners, could harm our business, results of operations, and financial condition.

If our independent suppliers, manufacturing partners and retail partners do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations would be harmed.

Our reputation and our customers’ willingness to purchase our products depend in part on our suppliers’, manufacturers’, and retail partners’ compliance with ethical employment practices, such as with respect to child labor, wages and benefits, forced labor, discrimination, safe and healthy working conditions, and with all legal and regulatory requirements relating to the conduct of their businesses and, in the case of retail partners, the promotion and sale of our products. We do not exercise control over our suppliers, manufacturers, and retail partners and they may not comply with ethical and lawful business practices. If our suppliers, manufacturers, or retail partners fail to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices, or other obligations, norms, or ethical standards, our reputation and brand image could be harmed and we could be exposed to litigation and additional costs that would harm our business, reputation, and results of operations.

We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations.

For our DTC sales, as well as for sales to certain retail partners, we accept a variety of payment methods, including credit cards, debit cards, electronic funds transfers, electronic payment systems, and gift cards. Accordingly, we are, and will continue to be, subject to significant and evolving regulations and compliance requirements, including obligations to implement enhanced authentication processes that could result in increased costs and liability, and reduce the ease of use of certain payment methods. For certain payment methods, including credit and debit cards, as well as electronic payment systems, we pay interchange and other fees, which may increase over time. We rely on independent service providers for payment processing, including credit and debit cards. If these independent service providers become unwilling or unable to provide these services to us or if the cost of using these providers increases, our business could be harmed. We are also subject to payment card association operating rules and agreements, including data security rules and agreements, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. In particular, we must comply with the Payment Card Industry Data Security Standard, or PCI-DSS, a set of requirements designed to ensure that all companies that process, store or transmit payment card information maintain a secure environment to protect cardholder data. We rely on vendors to handle PCI-DSS matters and to ensure PCI-DSS compliance. Should a vendor be subject to claims of non-compliance, or if our data security systems are breached or compromised, we may be liable for losses incurred by card issuing banks or customers, subject to fines and higher transaction fees, lose our ability to accept credit or debit card payments from our customers, or process electronic fund transfers or facilitate other types of payments. Any failure to comply could significantly harm our brand, reputation, business, financial condition and results of operations. In addition, PCI-DSS compliance may not prevent illegal or improper use of our payment systems or the theft, loss, or misuse of payment card data or transaction information.

We have recently acquired, and intend in the future to acquire or invest in, other businesses, products, or technologies that we believe could complement or expand our business, enhance our capabilities, or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various costs and expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

In any future acquisitions, we may not be able to successfully integrate acquired personnel, operations, and technologies, or effectively manage the combined business following the acquisition because of unforeseen complexity or costs. We also may not achieve the anticipated benefits from either past or future acquisitions due to a number of factors, including:

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risks associated with conducting due diligence;

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problems integrating the purchased businesses, products or technologies;

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anticipated and unanticipated costs or liabilities associated with the acquisition;

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inability to achieve anticipated synergies;

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issues maintaining uniform standards, procedures, controls and policies across our brands;

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the diversion of management’s attention from other business concerns;

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the loss of our or the acquired business’s key employees;

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adverse effects on existing business relationships with suppliers, distributors, retail partners and customers;

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risks associated with entering new markets in which we have limited or no experience;

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increased legal, accounting and compliance costs; or

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the issuance of dilutive equity securities, the incurrence of debt, or the use of cash to fund such acquisitions.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could harm our results of operations.

Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management.

We depend on the talents and continued efforts of our senior management and key employees. The loss of members of our management or key employees may disrupt our business and harm our results of operations. Furthermore, our ability to manage further expansion will require us to continue to attract, motivate, and retain additional qualified personnel. Competition for this type of personnel is intense, and we may not be successful in attracting, integrating, and retaining the personnel required to grow and operate our business effectively. There can be no assurance that our current management team, or any new members of our management team, will be able to successfully execute our business and operating strategies.

Our plans for international expansion may not be successful.

Continued expansion into markets outside the United States is one of our key long-term strategies for the future growth of our business. This expansion requires significant investment of capital and human resources,

new business processes and marketing platforms, legal compliance, and the attention of many managers and other employees who would otherwise be focused on other aspects of our business. There are significant costs and risks inherent in selling our products in international markets, including: (a) failure to effectively establish our core brand identity; (b) increased employment costs; (c) increased shipping and distribution costs, which could increase our expenses and reduce our margins; (d) potentially lower margins in some regions; (e) longer collection cycles in some regions; (f) increased competition from local providers of similar products; (g) compliance with foreign laws and regulations, including taxes and duties, laws governing the marketing and use of e-commerce websites and enhanced data privacy laws and security, rules, and regulations; (h) establishing and maintaining effective internal controls at foreign locations and the associated increased costs; (i) increased counterfeiting and the uncertainty of protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; (j) compliance with anti-bribery, anti-corruption, and anti-money laundering laws, such as the FCPA, the Bribery Act, and OFAC regulations, by us, our employees, and our business partners; (k) currency exchange rate fluctuations and related effects on our results of operations; (l) economic weakness, including inflation, or political instability in foreign economies and markets; (m) compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad; (n) workforce uncertainty in countries where labor unrest is more common than in the United States; (o) business interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters, including earthquakes, typhoons, floods, fires, and public health issues, including the outbreak of a pandemic or contagious disease, such as COVID-19, or xenophobia resulting therefrom; (p) the imposition of tariffs on products that we import into international markets that could make such products more expensive compared to those of our competitors; (q) that our ability to expand internationally could be impacted by the intellectual property rights of third parties that conflict with or are superior to ours; (r) difficulty developing retail relationships; and (s) other costs and risks of doing business internationally.

These and other factors could harm our international operations and, consequently, harm our business, results of operations, and financial condition. Further, we may incur significant operating expenses as a result of our planned international expansion, and it may not be successful. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in new markets. We may also encounter difficulty expanding into international markets because of limited brand recognition, leading to delayed or limited acceptance of our products by customers in these markets, and increased marketing and customer acquisition costs to establish our brand. Accordingly, if we are unable to successfully expand internationally or manage the complexity of our global operations, we may not achieve the expected benefits of this expansion and our financial condition and results of operations could be harmed.

Our business involves the potential for injury, property damage, quality problems, product recalls, product liability and other claims against us, which could affect our earnings and financial condition.

Our Solo Stove products are designed to involve fire. If not properly handled, the fire our products involve poses significant danger for a number of reasons, including the possibility of burns, death, and significant property damage, including as a result of wildfires. As a result of fire or otherwise, if our Solo Stove or other products are defective or misused or if users of our products exercise impaired or otherwise poor judgment in the use of our products, the results could include personal injury to our customers or other third parties, death and significant property damage or destruction, and we could be exposed to significant liability and reputational damage.

As a manufacturer and distributor of consumer products, we are subject to the U.S. Consumer Products Safety Act of 1972, as amended by the Consumer Product Safety Improvement Act of 2008, which empowers the U.S. Consumer Products Safety Commission to exclude from the market products that are found to be unsafe or hazardous, and similar laws under foreign jurisdictions. Under certain circumstances, the Consumer Products Safety Commission or a comparable foreign agency could require us to repurchase or recall one or more of our products. Additionally, other laws and agencies regulate certain consumer products we sell in the United States and abroad, and more restrictive laws and regulations may be adopted in the future. Real or perceived quality problems or material defects in our current and future products could also expose us to credit, warranty or other

claims. Although we currently have insurance in place, we also face exposure to product liability claims in the event that one of our products is alleged to have resulted in property damage, bodily injury or other adverse effects, and class action lawsuits related to the performance, safety or advertising of our products.

Any such quality issues or defects, product safety concerns, voluntary or involuntary product recall, government investigation, regulatory action, product liability or other claim or class action lawsuit may result in significant adverse publicity and damage our reputation and competitive position. In addition, real or perceived quality issues, safety concerns or defects could result in a greater number of product returns than expected from customers and our retail partners, and if we are required to remove, or voluntarily remove, one of our products from the market, we may have large quantities of finished products that we cannot sell. In the event of any governmental investigations, regulatory actions, product liability claims or class action lawsuits, we could face substantial monetary judgments or fines and penalties, or injunctions related to the sale of our products.

Although we maintain product liability insurance in amounts that we believe are reasonable, that insurance is, in most cases, subject to large policy premiums for which we are responsible. In addition, we may not be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage. We maintain a limited amount of product recall insurance and may not have adequate insurance coverage for claims asserted in class action lawsuits. As a result, product recalls, product liability claims and other product-related claims could have a material adverse effect on our business, results of operations and financial condition. We devote substantial resources to compliance with governmental and other applicable standards. However, compliance with these standards does not necessarily prevent individual or class action lawsuits, which can entail significant cost and risk. As a result, these types of claims could have a material adverse effect on our business, results of operations and financial condition.

We collect, store, process, transmit and use personal data that is sensitive to the Company and its employees, customers and suppliers. A variety of state, federal, and foreign laws, regulations and industry standards apply to the collection, use, retention, protection, disclosure, transfer and other processing of certain types of data, including the California Consumer Privacy Act (the “CCPA”), Canada’s Personal Information Protection and Electronic Documents Act, the General Data Protection Regulation, or GDPR, the UK General Data Protection Regulation, or UK GDPR, and the UK Data Protection Act 2018, or the UK DPA. As we seek to expand our business, we are, and may increasingly become subject to various laws, regulations and standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. These laws, regulations and standards are continuously evolving and may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our reputation, business, financial condition and results of operations.

U.S. Privacy Laws

Domestic privacy and data security laws are complex and changing rapidly. Within the United States, many states are considering adopting, or have already adopted, privacy regulations. Such regulations include the CCPA, which came into effect in 2020. The CCPA increases privacy rights for California consumers and imposes obligations on companies that process their personal information. Among other things, the CCPA gives California consumers expanded rights related to their personal information, including the right to access and delete their personal information, receive detailed information about how their personal information is used and shared. The CCPA also provides California consumers the right to opt-out of certain sales of personal information and may restrict the use of cookies and similar technologies for advertising purposes. The CCPA prohibits discrimination against individuals who exercise their privacy rights, and provides for civil penalties for

violations enforceable by the California Attorney General as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. Many of the CCPA’s requirements as applied to personal information of a business’s personnel and related individuals are subject to a moratorium set to expire on January 1, 2023. The expiration of the moratorium may increase our compliance costs and our exposure to public and regulatory scrutiny, costly litigation, fines and penalties. Additionally, in November 2020, California passed the California Privacy Rights Act (the “CPRA”), which expands the CCPA significantly, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Many of the CPRA’s provisions will become effective on January 1, 2023. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs, and/or result in interruptions or delays in the availability of systems. Most recently, Virginia passed the Virginia Consumer Data Protection Act, applicable to companies collecting personal information of more than 100,000 Virginia residents, which could further impact our compliance burden. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging.

Our communications with our customers are subject to certain laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing, or CAN-SPAM, Act of 2003, the Telephone Consumer Protection Act of 1991, or TCPA, and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business. For example, the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing activity and other communication with consumers by phone, fax or text message. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on marketing conducted use of email, telephone, fax or text message. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

In addition, some laws may require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such information. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent, and compliance in the event of a widespread data breach may be difficult and costly. We also may be contractually required to notify consumers or other counterparties of a security breach. Regardless of our contractual protections, any actual or perceived security breach or breach of our contractual obligations could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach.

Non-U.S. Privacy Laws

In Canada, the Personal Information Protection and Electronic Documents Act, or PIPEDA, and various provincial laws require that companies give detailed privacy notices to consumers, obtain consent to use personal information, with limited exceptions, allow individuals to access and correct their personal information, and report certain data breaches. In addition, Canada’s Anti-Spam Legislation, or CASL, prohibits email marketing without the recipient’s consent, with limited exceptions. Failure to comply with PIPEDA, CASL, or provincial privacy or data protection laws could result in significant fines and penalties or possible damage awards.

In the European Economic Area (the EEA), we are subject to the GDPR and in the United Kingdom, or UK, we are subject to the UK data protection regime consisting primarily of the UK GDPR and the UK DPA, in each

case in relation to our collection, control, processing, sharing, disclosure and other use of data relating to an identifiable living individual (personal data). The GDPR and national implementing legislation in EEA member states, and the UK regime, impose a strict data protection compliance regime including: providing detailed disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrating that an appropriate legal basis is in place or otherwise exists to justify data processing activities; granting rights for data subjects in regard to their personal data (including data access rights, the right to be “forgotten” and the right to data portability); introducing the obligation to notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; defining pseudonymized (i.e., key-coded) data; imposing limitations on retention of personal data; maintaining a record of data processing; and complying with the principal of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. The GDPR and the UK GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million (or £17.5 million) or 4% of global annual turnover). In addition to the foregoing, a breach of the GDPR or UK GDPR could result in regulatory investigations, reputational damage, orders to cease/ change our processing of our data, enforcement notices, and/ or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

Third Party Data Processing and Transfers

We depend on a number of third parties in relation to the operation of our business, a number of which process personal data on our behalf. With each such provider we attempt to mitigate the associated risks of using third parties by performing security assessments and due diligence, entering into contractual arrangements to ensure that providers only process personal data according to our instructions, and that they have sufficient technical and organizational security measures in place. There is no assurance that these contractual measures and our own privacy and security-related safeguards will protect us from the risks associated with the third-party processing, storage and transmission of such information. Any violation of data or security laws by our third party processors could have a material adverse effect on our business and result in the fines and penalties outlined below.

We are also subject to the European Union, or EU, and UK rules with respect to cross-border transfers of personal data from the EEA and the UK to the United States and other jurisdictions that the European Commission/ UK competent authorities do not recognize as having “adequate” data protection laws unless a data transfer mechanism has been put in place. Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA and the UK to the United States. Most recently, in July 2020, the Court of Justice of the EU, or CJEU, limited how organizations could lawfully transfer personal data from the EEA to the United States by invalidating the EU-US Privacy Shield Framework for purposes of international transfers and imposing further restrictions on use of the standard contractual clauses, or SCCs. These restrictions include a requirement for companies to carry out a transfer impact assessment which, among other things, assesses the laws governing access to personal data in the recipient country and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an essentially equivalent level of data protection to that afforded in the EEA. The European Commission issued revised SCCs on 4 June 2021 to account for the decision of the CJEU and recommendations made by the European Data Protection Board. The revised SCCs must be used for relevant new data transfers from September 27, 2021; existing standard contractual clauses arrangements must be migrated to the revised clauses by December 27, 2022. There is some uncertainty around whether the revised clauses can be used for all types of data transfers, particularly whether they can be relied on for data transfers to non-EEA entities subject to the GDPR. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the SCCs cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. On June 28, 2021, the European Commission adopted

an adequacy decision in favor of the United Kingdom, enabling data transfers from EU member states to the United Kingdom without additional safeguards. However, the UK adequacy decision will automatically expire in June 2025 unless the European Commission re-assesses and renews/ extends that decision. The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to and from the United Kingdom will be regulated in the long term. These changes will lead to additional costs and increase our overall risk exposure.

Self-Regulatory Industry Standards

In addition to government regulation, privacy advocates and industry groups have proposed, and may propose in the future, self-regulatory standards . These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards. If we fail to comply with these contractual obligations or standards, we may face substantial liability or fines. We expect that there will continue to be new proposed laws and regulations concerning data privacy and security in the United States and other jurisdictions in which we operate. We cannot yet determine the impact such future laws, regulations and standards may have on our business or operations.

Consumer Protection Laws and FTC Enforcement

We make public statements about our use and disclosure of personal information through our privacy policies that are posted on our websites. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

In addition, the FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Our failure to take any steps perceived by the FTC as appropriate to protect consumers’ personal information may result in claims by the FTC that we have engaged in unfair or deceptive acts or practices in violation of Section 5(a) of the FTC Act. State consumer protection laws provide similar causes of action for unfair or deceptive practices for alleged privacy, data protection and data security violations.

We rely on a variety of marketing techniques and practices to sell our products and to attract new customers and consumers, and we are subject to various current and future data protection laws and obligations that govern marketing and advertising practices. Governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. In particular, we are subject to evolving EU and UK privacy laws on cookies and e-marketing. In the EU and the UK, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the EU and the UK, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision, regulators’ recent guidance and recent campaigns by a not for profit organization are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Additionally, some providers of consumer devices, web browsers and

application stores have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective.

We rely significantly on the use of information technology, as well as those of our third party service providers. Any significant failure, inadequacy, interruption or data security incident of our information technology systems, or those of our third-party service providers, could disrupt our business operations, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

Information Technology Dependencies

We increasingly rely on information technology systems to market and sell our products, process, transmit and store electronic and financial information, manage a variety of business processes and activities and comply with regulatory, legal and tax requirements. We are increasingly dependent on the reliability and capacity of a variety of information systems to effectively manage our business, process customer orders, and coordinate the manufacturing, sourcing, distribution and sale of our products. We rely on information technology systems to effectively manage, among other things, our digital marketing activities, business data, electronic communications among our personnel, customers, manufacturers and suppliers around the world, supply chain, inventory management, customer order entry and order fulfillment, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, compliance with regulatory, legal and tax requirements and other processes and data necessary to manage our business. These information technology systems, most of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. Any material disruption of our systems, or the systems of our third-party service providers, could disrupt our ability to track, record and analyze the products that we sell and could negatively impact our operations, shipment of goods, ability to process financial information and transactions, and our ability to receive and process online orders or engage in normal business activities. If our information technology systems suffer damage, disruption or shutdown and we do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results.

E-commerce is central to our business. We generate a majority of our sales through our website, solostove.com, which is also a key component of our marketing strategy. We supplement our website through relationships with select third-party e-commerce marketplaces, such as Amazon. As a result, we are vulnerable to website downtime and other technical failures. Our or such third parties’ failure to successfully respond to these risks could reduce e-commerce sales and, in the case of our website, damage our brand’s reputation. The future operation, success and growth of our business depends on streamlined processes made available through information systems, global communications, internet activity and other network processes.

Our information technology systems may be subject to damage or interruption from telecommunications problems, data corruption, software errors, fire, flood, global pandemics and natural disasters, power outages, systems disruptions, system conversions, and/or human error. Our existing safety systems, data backup, access protection, user management and information technology emergency planning may not be sufficient to prevent data loss or long-term network outages.

In addition, we may have to upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or

reduce the efficiency of our operations, including through impairment of our ability to leverage our e-commerce channels and fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, acquisition and retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, the introduction of errors or vulnerabilities and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. Additionally, difficulties with implementing new technology systems, delays in our timeline for planned improvements, significant system failures, or our inability to successfully modify our information systems to respond to changes in our business needs may cause disruptions in our business operations and have a material adverse effect on our business, financial condition and results of operations.

Further, as part of our normal business activities, we collect and store certain confidential information, including personal information with respect to customers and employees, as well as information related to intellectual property, and the success of our e-commerce operations depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. We may share some of this information with third party service providers who assist us with certain aspects of our business. Any failure on the part of us or our third party service providers to maintain the security of this confidential data and personal information, including via the penetration of our network security (or those of our third party service providers) and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in the Company incurring potentially substantial costs. Such events could also result in the deterioration of confidence in the Company by employees, consumers and customers and cause other competitive disadvantages.

Security Incidents

Security incidents compromising the confidentiality, integrity, and availability of our confidential or personal information and our and our third-party service providers’ information technology systems could result from cyber-attacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we and our third party service providers rely. Any of these incidents could lead to interruptions or shutdowns of our platform, loss or corruption of data, or unauthorized access to or disclosure of personal data or other sensitive information. Cyberattacks could also result in the theft of our intellectual property. If we gain greater visibility, we may face a higher risk of being targeted by cyberattacks. Advances in computer capabilities, new technological discoveries or other developments may result in cyberattacks becoming more sophisticated and more difficult to detect. We and our third-party service providers may not have the resources or technical sophistication to anticipate or prevent all such cyberattacks. Moreover, techniques used to obtain unauthorized access to systems change frequently and may not be known until launched against us or our third-party service providers. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent actions by our employees, our third-party service providers, or their personnel.

Moreover, we and our third-party service providers may be more vulnerable to such attacks in remote work environments, which have increased in response to the COVID-19 pandemic. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of our information technology systems or infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of our employee, representative, customer, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. We cannot guarantee that our security efforts will prevent breaches or breakdowns of the Company’s or its third-party service providers’ information

technology systems. In addition, our information systems are a target of cyberattacks and although the incidents that we have experienced to date have not had a material effect. If we or our third party service providers suffer, or are believed to have suffered, a material loss or disclosure of personal or confidential information as a result of an actual or potential breach of our information technology systems, we may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. Moreover, while we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to these incidents.

In addition, any such access, disclosure or other loss or unauthorized use of information or data, whether actual or perceived, could result in legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws that protect the privacy and security of personal information, including federal, state and foreign data protection and privacy regulations, violations of which could result in significant penalties and fines in the United States, Canada, EU and UK. In addition, although we seek to detect and investigate all data security incidents, security breaches and other incidents of unauthorized access to our information technology systems and data can be difficult to detect and any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of the type described above.

Our business may be adversely affected if we are unable to provide our customers a cost-effective platform that is able to respond and adapt to rapid changes in technology.

The number of people who access the Internet through devices other than personal computers, including mobile phones, smartphones, handheld computers such as notebooks and tablets, video game consoles, and television set-top devices, has increased dramatically in the past few years. The smaller screen size, functionality, and memory associated with some alternative devices may make the use of our sites and purchasing our products more difficult. The versions of our sites developed for these devices may not be compelling to consumers. In addition, it is time consuming and costly to keep pace with rapidly changing and continuously evolving technology. In 2020, 55% of orders were placed from a mobile device. However, we cannot be certain that our mobile applications or our mobile-optimized sites will be successful in the future.

As existing mobile devices and platforms evolve and new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in adjusting and developing applications for changed and alternative devices and platforms, and we may need to devote significant resources to the creation, support and maintenance of such applications. If we are unable to attract consumers to our websites through these devices or are slow to develop a version of our websites that is more compatible with alternative devices or a mobile application, we may fail to capture a significant share of consumers, which could materially and adversely affect our business.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet, e-commerce or mobile commerce. These regulations and laws may involve taxes, tariffs, privacy, data protection, data security, anti-spam, content protection, electronic contracts and communications, consumer protection, website accessibility, Internet neutrality and gift cards. It is not clear how existing laws governing issues such as property ownership, sales and other taxes and consumer privacy apply to the Internet as many of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. It is possible that general business regulations and laws, or those specifically governing the Internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be

sure that our practices have complied, comply or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business and proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our sites by consumers and suppliers and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations. In addition, it is possible that governments of one or more countries or territories may seek to censor content available on our sites or may even attempt to completely block access to our sites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries or territories, our ability to retain or increase our customer base may be adversely affected, and we may not be able to maintain or grow our net sales and expand our business as anticipated.

We depend on cash generated from our operations to support our growth, and we may need to raise additional capital, which may not be available on terms acceptable to us or at all.

We primarily rely on cash flow generated from our sales to fund our current operations and our growth initiatives. As we expand our business, we will need significant cash from operations to purchase inventory, increase our product development, expand our manufacturer and supplier relationships, pay personnel, pay for the increased costs associated with operating as a public company, including acquisitions, expand internationally, and to further invest in our sales and marketing efforts. If our business does not generate sufficient cash flow from operations to fund these activities and sufficient funds are not otherwise available from our current or future credit facility, we may need additional equity or debt financing. If such financing is not available to us on satisfactory terms, our ability to operate and expand our business or to respond to competitive pressures would be harmed. Moreover, if we raise additional capital by issuing equity securities or securities convertible into equity securities, your ownership may be diluted. Any indebtedness we incur may subject us to covenants that restrict our operations and will require interest and principal payments that would create additional cash demands and financial risk for us.

Our indebtedness may limit our ability to invest in the ongoing needs of our business and if we are unable to comply with the covenants in our current Credit Facility, our liquidity and results of operations could be harmed.

On May 12, 2021, we entered into a Credit Agreement among Solo DTC Brands, LLC, Solo Stove Intermediate, LLC, JPMorgan Chase Bank, N.A., and the Lenders and L/C Issuers party thereto (as subsequently amended on June 2, 2021 and September 1, 2021, the “Credit Facility”). As of June 30, 2021 we had $186 million outstanding under the Credit Facility. The Credit Facility is jointly and severally guaranteed by Holdings and any future subsidiaries that execute a joinder to the guaranty and related collateral agreements, or the Guarantors. The Credit Facility is also secured by a first priority lien on substantially all of our assets and the assets of the Guarantors, in each case subject to certain customary exceptions. We may, from time to time, incur additional indebtedness under the Credit Facility. See “Description of Indebtedness.”

The Credit Facility places certain conditions on us, including that it:

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requires us to utilize a portion of our cash flow from operations and dispositions of assets to make payments on our indebtedness, reducing the availability of our cash flow to fund working capital, capital expenditures, development activity, return capital to our stockholders, and other general corporate purposes;

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increases our vulnerability to adverse economic or industry conditions;

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limits our flexibility in planning for, or reacting to, changes in our business or markets;

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makes us more vulnerable to increases in interest rates, as borrowings under the Credit Facility bear interest at variable rates;

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limits our ability to obtain additional financing in the future for working capital or other purposes; and

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could place us at a competitive disadvantage compared to our competitors that have less indebtedness.

The Credit Facility places certain limitations on our ability to incur additional indebtedness. However, subject to the qualifications and exceptions in the Credit Facility, we may incur substantial additional indebtedness under that facility. The Credit Facility also places certain limitations on our ability to enter into certain types of transactions, financing arrangements and investments, to make certain changes to our capital structure, and to guarantee certain indebtedness, among other things. The Credit Facility also places certain restrictions on the payment of dividends and distributions and certain management fees. These restrictions limit or prohibit, among other things, and in each case, subject to certain customary exceptions, our ability to: (a) pay dividends on, redeem or repurchase our stock, or make other distributions; (b) incur or guarantee additional indebtedness; (c) sell stock in our subsidiaries; (d) create or incur liens; (e) make acquisitions or investments; (f) transfer or sell certain assets or merge or consolidate with or into other companies; (g) make certain payments or prepayments of indebtedness subordinated to our obligations under the Credit Facility; and (h) enter into certain transactions with our affiliates.

The Credit Facility requires us to comply with certain covenants, including financial covenants regarding our Total Net Leverage Ratio and Interest Coverage Ratio. Fluctuations in a Total First Lien Net Leverage Ratio may increase our interest expense. Failure to comply with these covenants, failure to make payment when due, certain other provisions of the Credit Facility, or the occurrence of a change of control, could result in an event of default and an acceleration of our obligations under the Credit Facility or other indebtedness that we may incur in the future.

If such an event of default and acceleration of our obligations occurs, the lenders under the Credit Facility would have the right to foreclose against the collateral we granted to them to secure such indebtedness, which consists of substantially all of our assets. If the debt under the Credit Facility were to be accelerated, we may not have sufficient cash or be able to sell sufficient collateral to repay this debt, which would immediately and materially harm our business, results of operations, and financial condition. The threat of our debt being accelerated in connection with a change of control could make it more difficult for us to attract potential buyers or to consummate a change of control transaction that would otherwise be beneficial to our stockholders.

In connection with our preparation of our financial statements, we identified a material weakness in our internal control over financial reporting. Any failure to maintain effective internal control over financial reporting could harm us.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. During the preparation of our financial statements for 2020, we identified a material weakness in our internal control over financial reporting. We noted that certain transaction related expenses related to the change of control transactions in 2020 and 2019 were not recorded in our financial statements. Also, the assessment of the expenses or additional consideration lacked proper evaluation. Under standards established by the PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. The PCAOB defines a significant deficiency as a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant’s financial reporting.

We have implemented measures designed to improve our internal control over financial reporting to address the underlying causes of this material weakness, including: increasing the quality and expanding the number of people in our accounting department, completing a significant number of the identified required remediation activities to improve general controls and implementing a new ERP system that should allow for more timely identification of reporting matters. While we are working to remediate the material weakness in as timely and efficient a manner as possible, at this time we cannot provide an estimate of costs expected to be incurred in connection with this remediation, nor can we provide an estimate of the time it will take to complete this remediation. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.

In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 30, 2020, in accordance with the provisions of Section 404 of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of this offering.

Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the NYSE listing standards.

Our results of operations are subject to seasonal and quarterly variations, which could cause the price of our common stock to decline.

We believe that our sales include a seasonal component. Historically, our net sales have been highest in our second and fourth quarters, with the first quarter typically generating the lowest sales. However, fluctuations in our quarterly operating results and the price of our common stock may be particularly pronounced in the current economic environment due to the uncertainty caused by the current COVID-19 pandemic and its potential future impact on consumer spending patterns, as well as the impacts of the reopening of the economy and lessening of restrictions on movement and travel. For example, starting in the second quarter of 2020, we saw tailwinds driven by the COVID-19 pandemic as individuals and families were quarantined at home with time to pursue alternative recreational and leisure activities.

Our annual and quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including, among other things, the timing of the introduction of and advertising for our new products and those of our competitors and changes in our product mix. Variations in weather conditions may also harm our quarterly results of operations. In addition, we may not be able to adjust our spending in a timely manner to compensate for any unexpected shortfall in our sales. As a result of these seasonal and quarterly fluctuations, we believe that comparisons of our results of operations between different quarters within a single fiscal year, or the same quarters of different fiscal years, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance. In the event that any seasonal or quarterly fluctuations in our net sales and results of operations result in our failure to meet our forecasts or the forecasts of the research analysts that may cover us in the future, the market price of our common stock could fluctuate or decline.

If our goodwill, other intangible assets, or fixed assets become impaired, we may be required to record a charge to our earnings.

We may be required to record future impairments of goodwill, other intangible assets, or fixed assets to the extent the fair value of these assets falls below their book value. Our estimates of fair value are based on assumptions regarding future cash flows, gross margins, expenses, discount rates applied to these cash flows, and current market estimates of value. Estimates used for future sales growth rates, gross profit performance, and

other assumptions used to estimate fair value could cause us to record material non-cash impairment charges, which could harm our results of operations and financial condition.

We are subject to credit risk.

We are exposed to credit risk primarily on our accounts receivable. We provide credit to our retail partners in the ordinary course of our business. While we believe that our exposure to concentrations of credit risk with respect to trade receivables is mitigated by limiting our retail partners to well-known businesses, we nevertheless run the risk of our retail partners not being able to meet their payment obligations, particularly in a future economic downturn. If a material number of our retail partners were not able to meet their payment obligations, our results of operations could be harmed.

Risks Related to Our Organizational Structure and the Tax Receivable Agreement

Solo Brands, Inc.’s sole material asset after the completion of the Transactions will be its interest in Holdings, and, accordingly, it will depend on distributions from Holdings to pay its taxes and expenses, including payments under the Tax Receivable Agreement. Holdings’ ability to make such distributions may be subject to various limitations and restrictions.

Upon the consummation of the Transactions, Solo Brands, Inc. will be a holding company and will have no material assets other than its ownership in Holdings. As such, Solo Brands, Inc. will have no independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Holdings and its subsidiaries, and distributions Solo Brands, Inc. receives from Holdings. There can be no assurance that Holdings and its subsidiaries will generate sufficient cash flow to distribute funds to Solo Brands, Inc., or that applicable state law and contractual restrictions, including negative covenants in any debt agreements of Holdings or its subsidiaries (including the Credit Facility), will permit such distributions. The terms of Holdings’ or its subsidiaries’ current and future debt instruments or other agreements may restrict the ability of Holdings to make distributions to Solo Brands, Inc. or of Holdings’ subsidiaries to make distributions to Holdings.

Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of LLC Interests, including Solo Brands, Inc. Accordingly, Solo Brands, Inc. will incur income taxes on its allocable share of any net taxable income of Holdings. Under the terms of the Holdings LLC Agreement, Holdings will be obligated, subject to various limitations and restrictions, including with respect to any debt agreements (including the Credit Facility), to make tax distributions to holders of LLC Interests, including Solo Brands, Inc. In addition to tax expenses, Solo Brands, Inc. will also incur expenses related to its operations, including payments under the Tax Receivable Agreement, which could be substantial. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” Solo Brands, Inc. intends, as its sole manager, to cause Holdings to make cash distributions to the owners of LLC Interests in an amount sufficient to (i) fund all or part of such owners’ tax obligations in respect of taxable income allocated to such owners and (ii) cover Solo Brands, Inc.’s operating expenses, including payments under the Tax Receivable Agreement. However, Holdings’ ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions under contracts or agreements to which Holdings is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Holdings insolvent. Further, under certain circumstances, the existing covenants under the Credit Facility regarding tax distributions may not permit Holdings or its subsidiaries to make the full amount of tax distributions contemplated under the Holdings LLC Agreement unless another exception to such covenants is available; and there can be no assurance that any such other exception will be available. If Solo Brands, Inc. does not have sufficient funds to pay tax or other liabilities or to fund its operations, it may have to borrow funds, which could materially adversely affect its liquidity and financial condition and subject it to various restrictions imposed by any such lenders. To the extent that Solo Brands, Inc. is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid

amounts will be deferred and will accrue interest until paid. Solo Brands, Inc.’s failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 60 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the applicable payment is not made because (i) Holdings is prohibited from making such payment under the terms of the Tax Receivable Agreement or the terms governing certain of its indebtedness or (ii) Holdings does not have, and despite using commercially reasonable efforts cannot obtain, sufficient funds to make such payment. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” and “ —Certain Relationships and Related Party Transactions—Holdings LLC Agreement.” In addition, if Holdings does not have sufficient funds to make distributions, its ability to declare and pay cash dividends will also be restricted or impaired.

Under the Holdings LLC Agreement, Holdings will, from time to time, make distributions in cash to its equityholders (including Solo Brands, Inc.) pro rata, in amounts at least sufficient to cover the taxes on their allocable share of taxable income of Holdings (subject to the limitations and restrictions described above, including under the Credit Facility). As a result of (i) potential differences in the amount of net taxable income allocable to Solo Brands, Inc. and to Holdings’s other equityholders, (ii) the lower tax rates currently applicable to corporations as opposed to individuals, and (iii) the favorable tax benefits that Solo Brands, Inc. anticipates from any purchase of LLC Interests from the Continuing LLC Owners in connection with the Transactions and future redemptions or exchanges of LLC Interests by the Continuing LLC Owners for Solo Brands, Inc. Class A common stock or cash pursuant to the Holdings LLC Agreement, tax distributions payable to Solo Brands, Inc. may be in amounts that exceed its actual tax liabilities with respect to the relevant taxable year, including its obligations under the Tax Receivable Agreement. Solo Brands, Inc.’s board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of other expenses or dividends on Solo Brands, Inc.’s stock, although Solo Brands, Inc. will have no obligation to distribute such cash (or other available cash) to its stockholders.

Except as otherwise determined by Solo Brands, Inc. as the sole manager of Holdings, no adjustments to the exchange ratio for LLC Interests and corresponding shares of Solo Brands, Inc. Class A common stock will be made as a result of any cash distribution by Solo Brands, Inc. or any retention of cash by Solo Brands, Inc. To the extent Solo Brands, Inc. does not distribute such excess cash as dividends on its Solo Brands, Inc. Class A common stock, it may take other actions with respect to such excess cash—for example, holding such excess cash or lending it (or a portion thereof) to Holdings, which may result in shares of Solo Brands, Inc. Class A common stock increasing in value relative to the value of LLC Interests. The Continuing LLC Owners may benefit from any value attributable to such cash balances if they acquire shares of Solo Brands, Inc. Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may previously have participated as holders of LLC Interests in distributions by Holdings that resulted in such excess cash balances.

The Tax Receivable Agreement will require Solo Brands, Inc. to make cash payments to the Continuing LLC Owners in respect of certain tax benefits to which Solo Brands, Inc. may become entitled, and no such payments will be made to any holders of Solo Brands, Inc. Class A common stock unless such holders are also Continuing LLC Owners. The payments Solo Brands, Inc. will be required to make under the Tax Receivable Agreement may be substantial.

(or deemed distributions) by Holdings and (2) certain other tax benefits arising from payments under the Tax Receivable Agreement. No such payments will be made to any holders of Solo Brands, Inc. Class A common stock unless such holders are also Continuing LLC Owners.

The amount of the cash payments that Solo Brands, Inc. will be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax law, that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement and that all Continuing LLC Owners exchanged their common units for Class A common stock immediately following the completion of this offering, we would recognize an incremental deferred tax asset of approximately $144.4 million and a related liability for payments under the Tax Receivable Agreement of approximately $122.7 million based on our estimate of the aggregate amount that we will pay under the Tax Receivable Agreement as a result of such future exchanges. The actual amounts may materially differ from these hypothetical amounts, as potential future reductions in tax payments for us and tax receivable agreement payments by us will be determined in part by reference to the market value of our Class A common stock at the time of the sale and the prevailing tax rates applicable to us over the life of the tax receivable agreement and will generally be dependent on us generating sufficient future taxable income to realize the benefit. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” Payments under the Tax Receivable Agreement are not conditioned on the Continuing LLC Owners’ ownership of our shares after this offering. Any payments made by Solo Brands, Inc. to the Continuing LLC Owners under the Tax Receivable Agreement will not be available for reinvestment in the business and will generally reduce the amount of cash that might have otherwise been available to Solo Brands, Inc. and its subsidiaries. To the extent Solo Brands, Inc. is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Furthermore, Solo Brands, Inc.’s future obligations to make payments under the Tax Receivable Agreement could make Solo Brands, Inc. and its subsidiaries a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement. For more information, see “Certain Relationships and Related Party Transactions.”

The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of redemptions or exchanges by the Continuing LLC Owners, the price of shares of Solo Brands, Inc. Class A common stock at the time of any exchange, the extent to which such exchanges are taxable, the amount of gain recognized by the Continuing LLC Owners, the amount and timing of the taxable income Holdings generates in the future, and the tax rates and laws then applicable. Our organizational structure, including the Tax Receivable Agreement, confers certain tax benefits upon the Continuing LLC Owners that may not benefit Class A Common Stockholders to the same extent as they will benefit the Continuing LLC Owners.

Our organizational structure, including the Tax Receivable Agreement, confers certain tax benefits upon the Continuing LLC Owners that may not benefit the holders of our Class A Common Stock to the same extent as they will benefit the Continuing LLC Owners. We will enter into the Tax Receivable Agreement with Holdings and the Continuing LLC Owners that will provide for our payment to the Continuing LLC Owners of % of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in the tax basis of assets of Holdings resulting from (a) any future redemptions or exchanges of LLC Interests described under “Certain Relationships and Related Party Transactions—Holdings LLC Agreement—LLC Interest Redemption Right,” and (b) certain distributions (or deemed distributions) by Holdings and (ii) certain other tax benefits arising from payments under the Tax Receivable Agreement. Although Solo Brands, Inc. will retain 15% of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A Common Stock.

In certain cases, future payments under the Tax Receivable Agreement to the Continuing LLC Owners may be accelerated or significantly exceed the actual benefits Solo Brands, Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that if (i) Solo Brands, Inc. materially breaches any of its material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, or (iii) Solo Brands, Inc. elects an early termination of the Tax Receivable Agreement, then Solo Brands, Inc.’s future obligations, or its successor’s future obligations, under the Tax Receivable Agreement to make payments thereunder would accelerate and become due and payable, based on certain assumptions, including an assumption that Solo Brands, Inc. would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement, and an assumption that, as of the effective date of the acceleration, any Continuing LLC Owner that has LLC Interests not yet exchanged shall be deemed to have exchanged such LLC Interests on such date, even if Solo Brands, Inc. does not receive the corresponding tax benefits until a later date when the LLC Interests are actually exchanged.

As a result of the foregoing, Solo Brands, Inc. would be required to make an immediate cash payment equal to the estimated present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of those future tax benefits and, therefore, Solo Brands, Inc. could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of the actual tax benefits it ultimately realizes. In addition, to the extent that Solo Brands, Inc. is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Solo Brands, Inc.’s failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 60 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the applicable payment is not made because (i) Holdings is prohibited from making such payment under the terms of the Tax Receivable Agreement or the terms governing certain of its indebtedness or (ii) Holdings does not have, and despite using commercially reasonable efforts cannot obtain, sufficient funds to make such payment. In these situations, Solo Brands, Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative impact on Solo Brands, Inc.’s liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. There can be no assurance that Holdings will be able to fund or finance Solo Brands, Inc.’s obligations under the Tax Receivable Agreement.

Solo Brands, Inc. will not be reimbursed for any payments made to the Continuing LLC Owners under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that Solo Brands, Inc. determines, and the IRS or another tax authority may challenge all or part of the tax basis increases or other tax benefits Solo Brands, Inc. claims, as well as other related tax positions it takes, and a court could sustain any such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of certain representatives of the Continuing LLC Owners. The interests of such representatives of the Continuing LLC Owners in any such challenge may differ from or conflict with our interests and your interests, and they may exercise their consent rights relating to any such challenge in a manner adverse to our interests. In addition, Solo Brands, Inc. will not be reimbursed for any cash payments previously made to the Continuing LLC Owners under the Tax Receivable Agreement in the event that any tax benefits initially claimed by Solo Brands, Inc. and for which payment has been made to the Continuing LLC Owners are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by Solo Brands, Inc. to the Continuing

LLC Owners will be netted against any future cash payments that Solo Brands, Inc. might otherwise be required to make to the Continuing LLC Owners under the terms of the Tax Receivable Agreement. However, Solo Brands, Inc. might not determine that it has effectively made an excess cash payment to the Continuing LLC Owners for a number of years following the initial time of such payment, and, if any of its tax reporting positions are challenged by a taxing authority, Solo Brands, Inc. will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments Solo Brands, Inc. previously made under the Tax Receivable Agreement could be greater than the amount of future cash payments against which Solo Brands, Inc. would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits Solo Brands, Inc. claims are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with Solo Brands, Inc.’s tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement in excess of the tax savings that Solo Brands, Inc. actually realizes in respect of the tax attributes with respect to the Continuing LLC Owners that are the subject of the Tax Receivable Agreement.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We are subject to taxes by the U.S. federal, state, local and foreign tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of equity-based compensation;

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changes in tax laws, regulations or interpretations thereof; or

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future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated earnings in countries where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, local and foreign taxing authorities. Outcomes from these audits could adversely affect our business, results of operations and financial condition.

Additionally, tax authorities at the foreign, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce. New or revised foreign, federal, state or local tax regulations or court decisions may subject us or our customers to additional sales, income and other taxes. There is also uncertainty over sales tax liability as a result of the U.S. Supreme Court’s decision in South Dakota v. Wayfair, Inc., which held that states could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the states imposing the sales taxes. Under Wayfair, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. An increasing number of states (both before and after the publication of Wayfair) have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. The Supreme Court’s Wayfair decision has removed a significant impediment to the enactment and enforcement of these laws. While we do not expect the Court’s decision to have a significant impact on our business, other new or revised taxes and, in particular, sales taxes, VAT and similar taxes could increase the cost of doing business online and decrease the attractiveness of selling products over the internet. New taxes and rulings could also create significant increases in internal costs necessary to capture data and collect and remit taxes.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, as a result of our ownership of Holdings, applicable restrictions could make it impractical for us

to continue our business as contemplated and could adversely affect our business, results of operations and financial condition.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of Holdings, we will control and operate Holdings. On that basis, we believe that our interest in Holdings is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Holdings, our interest in Holdings could be deemed an “investment security” for purposes of the 1940 Act.

We and Holdings intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could adversely affect our business, results of operations and financial condition.

Solo Brands, Inc. is controlled by the Original LLC Owners, whose interests may differ from those of our public stockholders.

Immediately following this offering and the application of net proceeds from this offering, the Original LLC Owners will control approximately 85.8% of the combined voting power of our common stock through their ownership of both Class A Common Stock and Class B Common Stock. The Original LLC Owners will, for the foreseeable future, have the ability to substantially influence us through their ownership position over corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval. The Original LLC Owners are able to, subject to applicable law, and the voting arrangements described in “Certain Relationships and Related Party Transactions,” elect a majority of the members of our board of directors and control actions to be taken by us and our board of directors, including amendments to our certificate of incorporation and bylaws and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. The directors so elected will have the authority, subject to the terms of our indebtedness and applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. It is possible that the interests of the Original LLC Owners may in some circumstances conflict with our interests and the interests of our other stockholders, including you. For example, the Continuing LLC Owners may have different tax positions from us, especially in light of the Tax Receivable Agreement that could influence our decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when Solo Brands, Inc. should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the determination of future tax reporting positions and the structuring of future transactions may take into consideration the Continuing LLC Owners’ tax or other considerations, which may differ from the considerations of us or our other stockholders. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Risks Related to this Offering and Ownership of our Class A Common Stock

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could adversely affect our business and stock price.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our

internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. However, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal controls over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal controls over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A Common Stock could be adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

We will incur increased costs as a result of becoming a public company and in the administration of our organizational structure.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC. Following the completion of this offering, we will incur ongoing periodic expenses in connection with the administration of our organizational structure. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into account expenses related to insurance, legal, accounting, and compliance activities, as well as other expenses not currently incurred. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Immediately following the consummation of this offering, the Continuing LLC Owners will have the right to have their LLC Interests redeemed pursuant to the terms of the Holdings LLC Agreement, which may dilute the owners of the Class A Common Stock.

After this offering, we will have an aggregate of 412,776,789 shares of Class A Common Stock authorized but unissued, including approximately 33,264,401 shares of Class A Common Stock issuable upon redemption of LLC Interests that will be held by the Continuing LLC Owners. Holdings will enter into the Holdings LLC Agreement and, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing LLC Owners will be entitled to have their LLC Interests redeemed for shares of our Class A Common Stock. We also intend to enter into the Registration Rights Agreement pursuant to which the shares of Class A Common Stock issued to the Continuing LLC Owners upon redemption of their LLC Interests and the shares of Class A Common Stock issued to the Former LLC Owners in connection with the Transactions will be eligible for resale, subject to certain limitations set forth therein. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

We cannot predict the size of future issuances of our Class A Common Stock or the effect, if any, that future issuances and sales of shares of our Class A Common Stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A Common Stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A Common Stock to decline.

If you purchase shares of Class A Common Stock in this offering, you will incur immediate and substantial dilution.

Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A Common Stock immediately after the offering. The price you pay for shares of our Class A Common Stock sold in this offering is substantially higher than our pro forma net tangible book value per share immediately after this offering. If you purchase shares of Class A Common Stock in this offering, you will incur immediate and substantial dilution in the amount of $14.97 per share based upon an assumed initial public offering price of $15.50 per share (the midpoint of the price range listed on the cover page of this prospectus). In addition, you may also experience additional dilution, or potential dilution, upon future equity issuances to investors or to our employees and directors under our stock option plan and any other equity incentive plans we may adopt. As a result of this dilution, investors purchasing shares of Class A Common Stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See “Dilution.”

We do not know whether a market will develop for our Class A Common Stock or what the market price of our Class A Common Stock will be and as a result it may be difficult for you to sell your shares of our Class A Common Stock.

There has been no prior public market for our common stock. An active market may not develop or be sustainable, and you may not be able to resell your shares at or above the initial public offering price.

There has been no public market for our common stock prior to this offering. The initial public offering price for our common stock was determined through negotiations between us and the underwriters and may vary from the market price of our common stock following the completion of this offering. An active or liquid market in our common stock may not develop upon completion of this offering or, if it does develop, it may not be sustainable. In the absence of an active trading market for our common stock, you may not be able to resell any shares you hold at or above the initial public offering price or at all. We cannot predict the prices at which our common stock will trade.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A Common Stock, the price of our Class A Common Stock could decline.

The trading market for our Class A Common Stock will rely in part on the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or securities analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our Class A Common Stock could decline. If one or more of these analysts cease to cover our Class A Common Stock, we could lose visibility in the market for our stock, which in turn could cause our Class A Common Stock price to decline.

We expect that the price of our Class A Common Stock will fluctuate substantially and you may not be able to sell the shares you purchase in this offering at or above the offering price.

The initial public offering price for the shares of our Class A Common Stock sold in this offering is determined by negotiation between the representatives of the underwriters and us. This price may not reflect the market price of our Class A Common Stock following this offering. In addition, the market price of our Class A Common Stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

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the volume and timing of sales of our products;

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the introduction of new products or product enhancements by us or our competitors;

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disputes or other developments with respect to our or others’ intellectual property rights;

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our ability to develop, obtain regulatory clearance or approval for, and market new and enhanced products on a timely basis;

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product liability claims or other litigation;

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quarterly variations in our growth, profitability or results of operations, or those of our competitors;

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media exposure of our products or our competitors;

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announcement or expectation of additional equity or debt financing efforts;

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additions or departures of key personnel;

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issuance of new or updated research or reports by securities analysts;

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failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

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changes in governmental regulations or in reimbursement;

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changes in earnings estimates or recommendations by securities analysts; and

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general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A Common Stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A Common Stock shortly following this offering. If the market price of shares of our Class A Common Stock after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility

in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.

Substantial future sales of our Class A Common Stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our Class A Common Stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional shares. Upon the closing of this offering, we will have 62,223,211 shares of Class A Common Stock outstanding (or 64,158,694 if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and 33,264,401 shares of Class A Common Stock that would be issuable upon redemption or exchange of LLC Interests authorized but unissued. The shares of Class A Common Stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

The remaining outstanding 48,652,405 shares of Class A Common Stock held by the Former LLC Owners will be subject to certain restrictions on sale. All of our executive officers and directors and the Original LLC Owners, upon the closing of this offering, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of common stock or securities convertible into or exchangeable for (including the LLC Interests), or that represent the right to receive, shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives on behalf of the underwriters. See “Underwriting.” All of our shares of common stock outstanding as of the date of this prospectus (and shares of Class A Common Stock issuable upon redemption or exchange of LLC Interests) may be sold in the public market by existing stockholders following the expiration of the applicable lock-up period, subject to applicable limitations imposed under federal securities laws.

We also intend to enter into the Registration Rights Agreement pursuant to which the shares of Class A Common Stock issued upon redemption or exchange of LLC Interests held by the Continuing LLC Owners and the shares of Class A Common Stock issued to the Former LLC Owners in connection with the Transactions will be eligible for resale, subject to certain limitations set forth therein. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of Class A Common Stock subject to outstanding options and Class A Common Stock issued or issuable under our stock plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market following the expiration of the applicable lock-up period.

See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling shares of our common stock after this offering.

In the future, we may also issue additional securities if we need to raise capital, which could constitute a material portion of our then-outstanding shares of common stock.

We have broad discretion over the use of the net proceeds from this offering and it is possible that we will not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in the application of the net proceeds from this offering,

including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these proceeds effectively could adversely affect our business, results of operations and financial condition. Pending their use, we may invest our proceeds in a manner that does not produce income or that loses value. Our investments may not yield a favorable return to our investors and may negatively impact the price of our Class A Common Stock.

Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our Class A Common Stock less attractive to investors.

The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

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be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

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be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act, or the Dodd-Frank Act;

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be exempt from certain disclosure requirements of the Dodd-Frank Act relating to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act; and

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be permitted to provide a reduced level of disclosure concerning executive compensation and be exempt from any rules that have been adopted by the Public Company Accounting Oversight Board requiring a supplement to the auditor’s report on the financial statements or that may be adopted requiring mandatory audit firm rotations.

We are an “emerging growth company,” as defined in the JOBS Act, and we could be an emerging growth company for up to five years following the completion of this offering. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. We currently intend to take advantage of the reduced disclosure requirements regarding executive compensation. We have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards available under Section 107(b) of the JOBS Act. We could be an emerging growth company for up to five years after this offering and will continue to be an emerging growth company unless our total annual gross revenues are $1.07 billion or more, we have issued more than $1 billion in non-convertible debt in the past three years or we become a “large accelerated filer” as defined in the Exchange Act. If we remain an “emerging growth company” after this offering, we may take advantage of other exemptions, including the exemptions from the advisory vote requirements and executive compensation disclosures under the Dodd-Frank Act and the exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. We cannot predict if investors will find our Class A Common Stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our Class A Common Stock. Also, as a result of our intention to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us as long as we qualify as an “emerging growth company,” our financial statements may not be comparable to those of companies that fully comply with regulatory and reporting requirements upon the public company effective dates.

We do not currently expect to pay any cash dividends.

to pay cash dividends in the future will be at the sole discretion of our board of directors, subject to limitations under applicable law and may be discontinued at any time. In addition, our ability to pay cash dividends is currently restricted by the terms of our Credit Facility. Therefore, you are not likely to receive any dividends on your Class A Common Stock for the foreseeable future, and the success of an investment in our Class A Common Stock will depend upon any future appreciation in its value. Consequently, investors may need to sell all or part of their holdings of our Class A Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Our Class A Common Stock may not appreciate in value or even maintain the price at which our stockholders have purchased our Class A Common Stock. Investors seeking cash dividends should not purchase our Class A Common Stock.

In addition, our operations are currently conducted entirely through Holdings and its subsidiaries and our ability to generate cash to meet our debt service obligations or to make future dividend payments, if any, is highly dependent on the earnings and the receipt of funds from Holdings and its subsidiaries via dividends or intercompany loans.

Our amended and restated certificate of incorporation will, to the extent permitted by applicable law, contain provisions renouncing our interest and expectation to participate in certain corporate opportunities identified or presented to certain of our Original LLC Owners.

Certain of the Original LLC Owners are in the business of making or advising on investments in companies and these Original LLC owners may hold, and may, from time to time in the future, acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or the business of our suppliers. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, none of the Original LLC Owners or any director who is not employed by us or his or her affiliates will have any duty to refrain from engaging in a corporate opportunity in the same or similar lines of business as us. The Original LLC Owners may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. As a result, these arrangements could adversely affect our business, results of operations, financial condition or prospects if attractive business opportunities are allocated to any of the Original LLC Owners instead of to us. See “Description of Capital Stock—Corporate Opportunities.”

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A Common Stock, which could depress the price of our Class A Common Stock.

Our amended and restated certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class A Common Stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A Common Stock.

Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock.

Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain or will contain provisions that could have the effect of rendering more difficult, delaying or preventing an

acquisition deemed undesirable by our board of directors. Among others, our amended and restated certificate of incorporation and amended and restated bylaws will include the following provisions:

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authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

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establishing a classified board of directors so that not all members of our board of directors are elected at one time;

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the removal of directors only for cause;

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prohibiting the use of cumulative voting for the election of directors;

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limiting the ability of stockholders to call special meetings or amend our bylaws;

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requiring all stockholder actions to be taken at a meeting of our stockholders; and

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establishing advance notice and duration of ownership requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, or the DGCL, which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the board approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned 85% of the common stock or (iii) following board approval, the business combination receives the approval of the holders of at least two-thirds of our outstanding common stock not held by such interested stockholder. Because we have “opted out” of Section 203 of the DGCL in our amended and restated certificate of incorporation, the statute will not apply to business combinations involving us.

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

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any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees, or stockholders to us or our stockholders;

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any action asserting a claim arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation and bylaws; and

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any action asserting a claim governed by the internal affairs doctrine.

Furthermore, our amended and restated certificate of incorporation will also provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (Securities Act). However, these provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Any person purchasing or otherwise acquiring or holding any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or with our directors, officers, other employees or agents, or our other stockholders, which may discourage such lawsuits against us and such other persons, or may result in additional expense to a stockholder seeking to bring a claim against us. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, results of operations and financial condition.

General Risk Factors

We may become involved in legal or regulatory proceedings and audits.

Our business requires compliance with many laws and regulations, including labor and employment, sales and other taxes, customs, data privacy, data security, and consumer protection laws and ordinances that regulate retailers generally and/or govern the importation, promotion, and sale of merchandise, and the operation of e-commerce and warehouse facilities. Failure to comply with these laws and regulations could subject us to lawsuits and other proceedings, and could also lead to damage awards, fines, and penalties. We may become involved in a number of legal proceedings and audits, including government and agency investigations, and consumer, employment, tort, and other litigation. The outcome of some of these legal proceedings, audits, and other contingencies could require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition and results of operations. Additionally, we may pursue legal action of our own to protect our business interests. Prosecuting or defending against these lawsuits and proceedings may be necessary, which could result in substantial costs and diversion of management’s attention and resources, harming our business, financial condition, and results of operations. Any pending or future legal or regulatory proceedings and audits could harm our business, financial condition, and results of operations.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

In connection with this offering, we will become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, or Exchange Act. We are designing our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures, no matter how well-conceived and operated, can provide reasonable, but not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by

individuals or groups of persons or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements in our public reports due to error or fraud may occur and not be detected.

Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by problems such as terrorism, cyberattacks, or failure of key information technology systems.

Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, criminal acts, and similar events. For example, a significant natural disaster, such as an earthquake, fire, or flood, could harm our business, results of operations, and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our corporate offices and primary distribution center is located in Texas, a state that frequently experiences floods and storms. In addition, the facilities of our suppliers and where our manufacturers produce our products are located in parts of Asia that frequently experience typhoons and earthquakes. Acts of terrorism and public health crises, such as the COVID-19 pandemic (or other future pandemics or epidemics), could also cause disruptions in our or our suppliers’, manufacturers’, and logistics providers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting Texas or other locations where we have operations or store significant inventory. Our servers and those belonging to our vendors may also be vulnerable to computer viruses, criminal acts, denial-of-service attacks, ransomware, and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, or loss of critical data. As we rely heavily on our information technology and communications systems and the Internet to conduct our business and provide high-quality customer service, these disruptions could harm our ability to run our business and either directly or indirectly disrupt our suppliers’ or manufacturers’ businesses, which could harm our business, results of operations, and financial condition.

Changes in applicable tax regulations or in their implementation could negatively affect our business and financial results.

Changes in tax law may adversely affect our business or financial condition. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the 2017 Tax Act, which significantly reformed the Internal Revenue Code of 1986, as amended. A growing portion of our earnings are earned from sales outside the United States. Changes to the taxation of certain foreign earnings resulting from the 2017 Tax Act, along with the state tax impact of these changes and potential future cash distributions, may have an adverse effect on our effective tax rate. Furthermore, changes to the taxation of undistributed foreign earnings could change our future intentions regarding reinvestment of such earnings. Although the accounting for the impact of the 2017 Tax Act has been completed, we are continuing to monitor ongoing changes and ruling updates to the 2017 Tax Act. There can be no assurance that further changes in the 2017 Tax Act will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations.

As part of Congress’s response to the COVID-19 pandemic, the Families First Coronavirus Response Act, commonly referred to as the FFCR Act, was enacted on March 18, 2020, and the Coronavirus Aid, Relief, and Economic Security Act, commonly referred to as the CARES Act, was enacted on March 27, 2020. Both contain numerous tax provisions. Regulatory guidance under the 2017 Tax Act, the FFCR Act and the CARES Act is and continues to be forthcoming, and such guidance could ultimately increase or lessen impact of these laws on our business and financial condition. It is also possible that Congress could enact additional legislation in connection with the COVID-19 pandemic, some of which could have an impact on our Company. In addition, it is uncertain if and to what extent various states will conform to the 2017 Tax Act, the FFCR Act or the CARES Act.

In addition, the U.S. government, state governments, and foreign jurisdictions may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate and the

imposition of minimum taxes. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or change significantly, our results of operations could be harmed.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, and related notes included elsewhere in this prospectus. These estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of sales and expenses that are not readily apparent from other sources. Our results of operations may be harmed if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, and could result in a decline in our stock price.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements about:

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our ability to maintain and strengthen our brand and generate and maintain ongoing demand for our products;

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our ability to successfully design and develop new products;

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our ability to identify, acquire and successfully integrate other businesses, products or technologies;

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our ability to obtain and enforce protection for our patents and trademarks;

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our ability to effectively sustain and manage our growth;

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our ability to accurately forecast demand for our products and our results of operations;

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our ability to compete effectively in the outdoor and recreation market and protect our brand;

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our ability to attract new customers in a cost-effective manner;

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our ability to expand into additional consumer markets, and our success in doing so;

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our expectations regarding the COVID-19 pandemic and its aftermath, as restrictions ease and vaccinations accelerate;

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problems with, or loss of, our third-party contract manufacturers and suppliers, or an inability to obtain raw materials;

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fluctuations in the cost and availability of raw materials, equipment, labor, and transportation and subsequent manufacturing delays or increased costs;

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the success of our international expansion plans;

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our ability to attract and retain skilled personnel and senior management, and to maintain the continued efforts of our management and key employees; and

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the other risks identified in this prospectus including, without limitation, those under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate, and management’s beliefs and assumptions are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Factors that may cause actual results to differ materially from current expectations include, among other things, those described in the section entitled “Risk Factors” and elsewhere in this prospectus. Potential investors are urged to consider these factors carefully in evaluating these forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Except as required by law,

we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.

USE OF PROCEEDS

We estimate the net proceeds from this initial public offering of shares of Class A Common Stock will be approximately $182.5 million, or $210.4 million if the underwriters exercise their option to purchase additional shares in full, assuming an initial public offering price of $15.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $15.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $12.0 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $14.4 million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds to us from this offering to purchase 12,903,225 LLC Interests from Holdings at a purchase price per LLC Interest equal to the initial public offering price per share of Class A Common Stock less the underwriting discounts and commissions.

We intend to cause Holdings to use such proceeds, after deducting estimated offering expenses, to repay $30.0 million of the Summit Notes and the remainder for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies; however, we do not have agreements or commitments for any material acquisitions or investments at this time. The Summit Notes bear interest at a rate of 12% per annum, with principal due on October 9, 2026. The Summit Notes are also subject to mandatory prepayment, plus accrued interest and related mandatory prepayment premium, upon the

occurrence of certain liquidity events described in the Summit Note Agreement, including this offering.

We will use the net proceeds we receive pursuant to any exercise of the underwriters’ option to purchase additional shares of Class A Common Stock to purchase additional LLC Interests from Holdings to maintain the one-to-one ratio between the number of shares of Class A Common Stock issued by us and the number of LLC Interests owned by us. We intend to cause Holdings to use any such proceeds it receives for general corporate purposes.

As of the date of this prospectus, since we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, our management will have broad discretion over the use of any net proceeds from this offering that are to be applied for general corporate purposes. Pending the use of the proceeds from this offering, we intend to invest the net proceeds in short-term, interest-bearing, investment grade securities, certificates of deposit or governmental securities.

DIVIDEND POLICY

We do not anticipate declaring or paying any cash dividends to holders of our Class A Common Stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business or conduct other corporate purposes. If we decide to pay cash dividends in the future, the declaration and payment of such dividends will be at the sole discretion of our board of directors and may be discontinued at any time. Holders of our Class B Common Stock are not entitled to participate in any dividends declared by our board of directors. In determining the amount of any future dividends, our board of directors will take into account any legal or contractual limitations, our actual and anticipated future earnings, cash flow, debt service and capital requirements and other factors that our board of directors may deem relevant. In addition, our ability to pay cash dividends is currently restricted by the terms of our Credit Facility. We are a holding company, and substantially all of our operations are carried out by Holdings and its subsidiaries, and therefore we will only be able to pay dividends from funds we receive from Holdings. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries.

TRANSACTIONS

Existing organization

Prior to the consummation of this offering and the organizational transactions described below, the Original LLC Owners are the only owners of Holdings. Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to any U.S. federal entity-level income taxes (with the exception of certain subsidiaries that are subject to entity-level income taxes). Rather, taxable income or loss is included in the U.S. federal income tax returns of Holdings’s members.

Solo Brands, Inc. was incorporated as a Delaware corporation on June 23, 2021 to serve as the issuer of the Class A Common Stock offered hereby.

Transactions

In connection with the closing of this offering, we will consummate the following organizational transactions, which we refer to as the “Transactions”:

•

we will amend and restate the Holdings LLC Agreement, to, among other things, (i) provide for LLC Interests that will be a single class of common membership interests in Holdings, (ii) recapitalize all of the existing membership interests in Holdings into LLC Interests and (iii) appoint Solo Brands, Inc. as the sole managing member of Holdings;

•

Solo Brands, Inc. will issue 12,903,225 shares of Class A Common Stock to the purchasers in this offering (or 14,838,708 shares of Class A Common Stock if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) in exchange for net proceeds of approximately $186.0 million (or approximately $213.9 million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), assuming the shares are offered at $15.50 per share (the midpoint of the price range listed on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses;

•

Holdings will use the proceeds from the sale of LLC Interests to Solo Brands, Inc. as described in “Use of Proceeds;”

•

the Former LLC Owners will exchange their indirect ownership interests in Holdings for shares of Class A Common Stock on a one-to-one basis, representing (i) approximately 51.0% of the combined voting power of all of Solo Brands, Inc.’s common stock (or approximately 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (ii) approximately 51.0% of the economic interest in the business of Holdings and its subsidiaries (or approximately 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), indirectly through Solo Brands, Inc.’s ownership of LLC Interests;

•

the Continuing LLC Owners will continue to own the LLC Interests they received in exchange for their existing membership interests in Holdings; and

•

Solo Brands, Inc. will enter into (i) the Tax Receivable Agreement with the Continuing LLC Owners and (ii) the Stockholders Agreement with certain Continuing LLC Owners.

Organizational structure following this offering

Immediately following the completion of the Transactions, including this offering:

•

Solo Brands, Inc. will be a holding company and the principal asset of Solo Brands, Inc. will be LLC Interests of Holdings;

•

Solo Brands, Inc. will be the sole managing member of Holdings and will control the business and affairs of Holdings and its subsidiaries;

•

Solo Brands, Inc.’s amended and restated certificate of incorporation and the Holdings LLC Agreement will require that we and Holdings at all times maintain a one-to-one ratio between the number of shares of Class A Common Stock issued by us and the number of LLC Interests owned by us, as well as a one-to-one ratio between the number of shares of Class B Common Stock owned by the Continuing LLC Owners and the number of LLC Interests owned by the Continuing LLC Owners;

•

Solo Brands, Inc. will own LLC Interests representing 65.2% of the economic interest in Holdings (or 65.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

•

the purchasers in this offering (i) will own 12,903,226 shares of Class A Common Stock, representing approximately 13.5% of the combined voting power of all of Solo Brands, Inc.’s common stock (or approximately 15.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), (ii) will own approximately 13.5% of the economic interest in Solo Brands, Inc. (or approximately 15.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (iii) through Solo Brands, Inc.’s ownership of LLC Interests, indirectly will hold (applying the percentages in the preceding clause (ii) to Solo Brands, Inc.’s percentage economic interest in Holdings) approximately 13.5% of the economic interest in Holdings (or 15.1% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

•

the Former LLC Owners (i) will own 48,652,405 shares of Class A Common Stock, representing approximately 51.0% of the combined voting power of all of Solo Brands, Inc.’s common stock (or approximately 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), (ii) will own approximately 51.0% of the economic interest in Solo Brands, Inc. (or approximately 49.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (iii) through Solo Brands, Inc.’s ownership of LLC Interests, indirectly will hold (applying the percentages in the preceding clause (ii) to Solo Brands, Inc.’s percentage economic interest in Holdings) approximately 49.9% of the economic interest in Holdings (or 51.0%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

•

the Continuing LLC Owners will own (i) through their ownership of Class B Common Stock, approximately 34.8% of the voting power in Solo Brands, Inc. (or approximately 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (ii) LLC Interests, representing approximately 34.8% of the economic interest in Holdings (or approximately 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock). Following the offering, each LLC Interest held by the Continuing LLC Owners will be redeemable, at their election, for newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Holdings LLC Agreement; provided that, in the event of such a redemption request, at Solo Brands, Inc.’s election, Solo Brands, Inc. may effect a direct exchange of such Class A Common Stock or such cash for such LLC

Interests in lieu of such a redemption. Shares of Class B Common Stock will be cancelled on a one-for-one basis if we, following any redemption request from the Continuing LLC Owners, redeem or exchange their LLC Interests pursuant to the terms of the Holdings LLC Agreement. See “Certain Relationships and Related Party Transactions— Holdings LLC Agreement;” and

•

Solo Brands, Inc. will enter into (i) the Tax Receivable Agreement with the Continuing LLC Owners and (ii) the Stockholders Agreement with certain Continuing LLC Owners. Upon the consummation of this offering, the Continuing LLC Owners will own (x) 33,264,401 shares of Solo Stove’s Class B Common Stock (which will not have any liquidation or distribution rights), representing approximately 34.8% of the combined voting power of all of Solo Brands, Inc.’s common stock (or approximately 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) and (y) 33,264,401 LLC Interests, representing approximately 34.8% of the economic interest in the business of Holdings and its subsidiaries (or approximately 34.1%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), representing both a direct interest through the Continuing LLC Owners’ ownership of LLC Interests and an indirect interest through the Former LLC Owners’ ownership of Class A Common Stock.

Immediately following this offering, Solo Brands, Inc. will be a holding company and our principal asset will be the LLC Interests we purchase from Holdings and acquire directly from the Continuing LLC Owners and indirectly from the Former LLC Owners. As the sole managing member of Holdings, Solo Brands, Inc. will operate and control all of the business and affairs of Holdings and, through Holdings and its subsidiaries, conduct our business. Accordingly, we will have the sole voting interest in, and control the management of, Holdings. As a result, Solo Brands, Inc. will consolidate Holdings in our consolidated financial statements and will report a non-controlling interest related to the LLC Interests held by the Continuing LLC Owners on our consolidated financial statements. Solo Brands, Inc. will have a board of directors and executive officers, but will have no employees. The functions of all of our employees are expected to reside at or under Holdings.

LOGO

CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of June 30, 2021:

•

of Holdings and its subsidiaries on an actual basis; and

•

of Solo Brands, Inc. and its subsidiaries on a pro forma basis to give effect to the Acquisitions, the Transactions, including our issuance and sale of 12,903,225 shares of Class A Common Stock in this offering at an assumed initial public offering price of $15.50 per share, the midpoint of the price range listed on the cover page of this prospectus, after (i) deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the proceeds from the offering, each as described under “Use of Proceeds.”

You should read this information together with the financial statements and related notes appearing elsewhere in this prospectus and the information set forth under the headings “Prospectus Summary—Summary Historical, Combined Historical and Pro Forma Financial Data,” “Transactions,” “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.


	As of June 30, 2021
	Holdings, actual			Solo Brands, Inc. pro forma⁽¹⁾
	(in thousands, except share and per share data)
Cash and cash equivalents	$	7,882		$	15,263

Long-term indebtedness:
Credit Facility⁽²⁾		186,000			33,500
Summit Notes⁽³⁾		30,000			—
Term Loan		—			100,000
Debt issuance costs		(3,225	)		(4,125	)

Stockholders’ equity (deficit):
Class A common stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual; 475,000,000 shares authorized, 62,223,211 shares issued and outstanding, Solo Brands, Inc. pro forma		—			62
Class B Common Stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual; 50,000,000 shares authorized, 33,264,401 shares issued and outstanding, Solo Brands, Inc. pro forma		—			33
Class A units		212,605			—
Class B units		101,761			—
Incentive units		490			—
Additional paid-in capital		—			259,631
Retained earnings (accumulated deficit)		33,415			6,322
Non-controlling interest in subsidiary		15,549			—
Non-controlling interest relating to pre-IPO unitholders		—			226,134
Total members’ equity, actual; stockholders’ equity pro forma		363,820			492,182

Total capitalization	$	576,595		$	621,557

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $15.50 per share, which is the midpoint of the price range listed on the cover page of this prospectus, would increase (decrease) the pro forma amount of each of cash and cash equivalents,

additional paid-in capital, total stockholders’ equity and total capitalization by approximately $12.9 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)

As of June 30, 2021, there was $186 million outstanding under our Credit Facility (excluding letters of credit). See “Description of Indebtedness”.

(3)

As of June 30, 2021, there was $30 million aggregate principal amount of Summit Notes outstanding. See “Description of Indebtedness”.

DILUTION

The Continuing LLC Owners will maintain their LLC Interests in Holdings after the Transactions. Because the Continuing LLC Owners do not own any Class A Common Stock or have any right to receive distributions from Solo Stove, we have presented dilution in pro forma net tangible book value per share after this offering assuming the Continuing LLC Owners had their LLC Interests redeemed or exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis (rather than for cash), and the cancellation for no consideration of all of its shares of Class B Common Stock (which are not entitled to distributions from Solo Brands, Inc.), in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed redemption or exchange of all LLC Interests owned by the Continuing LLC Owners for shares of Class A Common Stock as described in the previous sentence as the “Assumed Redemption.” We also note that the effect of the Assumed Redemption is to increase the assumed number of shares of Class A Common Stock outstanding before the offering, thereby decreasing the pro forma net tangible book value per share before the offering and correspondingly increasing the dilution per share to new Class A Common Stock investors.

Dilution is the amount by which the offering price paid by the purchasers of the Class A Common Stock in this offering exceeds the pro forma net tangible book value per share of Class A Common Stock after the offering. Holdings’s net tangible book value as of June 30, 2021 was $378.9 million. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A Common Stock deemed to be outstanding at that date.

If you invest in our Class A Common Stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our Class A Common Stock after this offering.

Pro forma net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A Common Stock, after giving effect to the Chubbies Acquisition, the Transactions, including this offering. Our pro forma net tangible book value as of June 30, 2021 would have been approximately $12.4 million, or $(0.53) per share of Class A Common Stock. This amount represents an immediate increase in pro forma net tangible book value of $2.96 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $14.97 per share to new investors purchasing shares of Class A Common Stock in this offering. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A Common Stock. The following table illustrates this dilution:


Assumed initial public offering price per Class A share			$	15.50

Pro forma net tangible book value per share as of June 30, 2021 before this offering(1)	(3.50	)
Increase in pro forma net tangible book value per share attributable to investors in this offering	2.96
Pro forma net tangible book value per share after this offering				(0.53	)

Dilution per share to new Class A Common Stock investors			$	14.97

(1)

The computation of pro forma net tangible book value per share as of June 30, 2021 before this offering is set forth below:


Numerator:
Book value of tangible assets	$	111,357
Less: total liabilities		(397,702	)
Less: non-controlling interest		116,278

Pro forma net tangible book value^(a)	$	(170,067	)


Denominator:
Shares of Class A Common Stock outstanding immediately prior to this offering and after Assumed Redemption	$	48,652,405

Pro forma net tangible book value per share	$	(3.50	)

(a)

Gives pro forma effect to the Acquisitions, the Transactions (other than this offering) and the Assumed Redemption.

The following table summarizes, as of June 30, 2021 after giving effect to this offering, the Acquisitions, the Transactions and the differences between the Original LLC Owners and new investors in this offering with regard to:

•

the number of shares of Class A Common Stock purchased from us by investors in this offering and the number of shares issued to the Original LLC Owners after giving effect to the Assumed Redemption,

•

the total consideration paid to us in cash by investors purchasing shares of Class A Common Stock in this offering and by the Original LLC Owners, and

•

the average price per share of Class A Common Stock that such Original LLC Owners and new investors paid.

•

The calculation below is based on an assumed initial public offering price of $15.50 per share, which is the midpoint of the price range listed on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.


	Shares purchased					Total consideration					Average price per share
	Number		Percent			Amount		Percent			Average price per share
Original LLC Owners		48,652,405		79	%	$	309,682,000		61	%	$	6.37
New investors		12,903,225		21			200,000,000		39			15.50
Total		61,555,630		100	%	$	509,682,000		100	%	$	8.28

Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriters’ option to purchase additional shares of Class A Common Stock. The number of shares of our Class A Common Stock outstanding after this offering as shown in the tables above is based on the membership interests of Holdings outstanding as of June 30, 2021, and excludes:

•

10,789,561 shares of Class A Common Stock reserved for future issuance under the Plan, as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements,” consisting of (i) 372,581 shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock granted on the date of this prospectus to certain employees, including the named executive officers, in connection with this offering, as described in “Executive Compensation—Director Compensation” and “Executive Compensation—New Equity Awards,” and (ii) additional shares of Class A Common Stock reserved for future issuance (exclusive of the additional shares available for issuance under the Plan pursuant to the annual increase each calendar year beginning in 2023 and ending in 2031, as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements”);

•

1,618,434 shares of Class A Common Stock reserved for issuance under our Employee Stock Purchase Plan, as described in “Executive Compensation—New Incentive Plan and Compensation Arrangements;” and

•

33,264,401 shares of Class A Common Stock reserved as of the closing date of this offering for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owners.

Unless otherwise indicated, this prospectus assumes:

•

the completion of the organizational transactions as described in “Transactions;”

•

no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock;

•

the issuance of 667,580 shares of Class A Common Stock issuable upon RSUs granted to employees and directors in connection with this offering as described in “Executive Compensation-New Incentive Plan and Compensation Arrangements”;

•

the shares of Class A Common Stock are offered at $15.50 per share (the midpoint of the price range listed on the cover page of this prospectus); and

•

no exercise of outstanding options after June 30, 2021.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following statements set forth unaudited pro forma consolidated financial data for Solo Brands, Inc. as of June 30, 2021, for the six months ended June 30, 2021, and for the year ended December 31, 2020. The unaudited pro forma consolidated balance sheet as of June 30, 2021, gives effect to the events described below as if they had occurred on that date. The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2021, has been prepared to illustrate the effects of the events described below as if they had occurred on January 1, 2020. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2020, has been prepared to illustrate the effects of the events described below as if they occurred on January 1, 2020. The unaudited pro forma consolidated financial statements have been developed by applying pro forma adjustments to the historical audited consolidated financial statements of Solo Stove Holdings, LLC as of and for the year ended December 31, 2020, the historical unaudited consolidated financial statements of Solo Stove Holdings, LLC as of and for the six months ended June 30, 2021, and the historical unaudited financial statements of Chubbies, Inc. as of and for the six months ended July 31, 2021, and the historical audited financial statements of Chubbies, Inc. as of and for the year ended January 30, 2021, all of which are included elsewhere in this prospectus. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma consolidated financial statements.

Solo Brands, Inc. was incorporated on June 23, 2021, and has no business transactions, activities, assets, or liabilities to date. Therefore, its historical financial information is not shown in a separate column in the unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statement of operations.

The pro forma adjustments related to the purchase price accounting adjustments of Chubbies, Inc. and related debt transactions, which we refer to as Chubbies, Inc. PPA and Related Financing, are described in the notes to the unaudited pro forma consolidated financial information listed as Chubbies, Inc. PPA and Related Financing adjustments.

The pro forma adjustments related to the Transactions are described in the notes to the unaudited pro forma consolidated financial information and principally include the result of the Transactions described elsewhere within this prospectus.

The pro forma adjustments related to the use of proceeds from this offering, which we refer to as Offering Adjustments, are described in the notes to the unaudited pro forma consolidated financial information and principally include those items listed within the “Use of Proceeds” section of this prospectus.

The pro forma adjustments related to the acquisition by Summit Partners as described within the Solo Stove Holdings, LLC audited consolidated financial statements included within this prospectus, which we refer to as Summit Partners Acquisition, are described in the notes to the unaudited pro forma consolidated financial information.

Except as otherwise indicated, the unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock from us.

Solo Stove Holdings, LLC has been, and following the Transactions will continue to be, treated as a partnership for U.S. federal income tax purposes and, as such, is generally not, apart from certain subsidiaries, subject to any U.S. federal entity-level income taxes. Rather, taxable income or loss is included in the U.S. federal income tax returns of Solo Stove Holdings, LLC’s members, including following this offering, Solo Brands, Inc. will be subject to U.S. federal, state, and local income tax with respect to its allocable share of any taxable income of Solo Stove Holdings, LLC.

As described in greater detail under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement,” in connection with the closing of this offering, we will enter into the Tax Receivable Agreement with the Continuing LLC Owners that will provide for the payment to it by Solo Brands, Inc. of 85% of the amount of tax benefits, if any, that Solo Brands, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of assets of Solo Stove Holdings, LLC resulting from (a) any future redemptions or exchanges of LLC Interests described under “Certain Relationships and Related Party Transactions—Holdings LLC Agreement—LLC Interest Redemption Right,” and (b) certain distributions (or deemed distributions) by Solo Stove Holdings, LLC and (ii) certain other tax benefits arising from payments under the Tax Receivable Agreement. Due to the uncertainty in the amount and timing of future redemptions or exchanges of LLC Interests by the Continuing LLC Owners, the unaudited pro forma consolidated financial information assumes that no redemptions or exchanges of LLC Interests have occurred. Therefore no increases in tax basis in Solo Stove Holdings, LLC’s assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information. However, if the Continuing LLC Owners were to exchange or redeem all of their LLC Interests, we would recognize a deferred tax asset of approximately $144.4 million and a related liability for payments under the Tax Receivable Agreement of approximately $122.7 million, assuming, among other factors, (i) all exchanges occurred on the same day; (ii) a price of $15.50 per share of Class A Common Stock (which is the midpoint of the price range set forth on the cover of this prospectus), (iii) a constant corporate tax rate of 21.79%; (iv) we will have sufficient taxable income to fully utilize the tax benefits; (v) Solo Stove Holdings, LLC is able to fully depreciate or amortize its assets; and (vi) no material changes in tax law. For each 5% increase (decrease) in the price per share of Class A Common Stock (and therefore the value of the LLC Interests exchanged by the Continuing LLC Owners), our deferred tax asset would increase (decrease) by approximately $6.9 million and the related liability for payments under the Tax Receivable Agreement would increase (decrease) by approximately $5.9 million, assuming that the corporate tax rate remains the same. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the redemptions or exchanges, the price of our shares of Class A Common Stock at the time of the redemptions or exchanges and the tax rates then in effect.

The Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations, (ii) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement, would accelerate and become payable based on certain assumptions, generally calculated with reference to the present value of all of the tax benefit payments that would be required to be paid by us to the Continuing LLC Owners under the Tax Receivable Agreement. The calculation of such cash payment would be based on certain assumptions, including, among others (i) that the Continuing LLC Owners’ LLC Interests that have not been exchanged are deemed exchanged, in general, for the market value of our Class A Common Stock that would be received by the Continuing LLC Owners if such LLC Interests had been exchanged at the time of termination, (ii) we will have sufficient taxable income in each future taxable year to fully realize all potential tax savings, (iii) the tax rates for future years will be those specified in the law as in effect at the time of termination and (iv) certain non-amortizable assets are deemed disposed of within specified time periods. In addition, the present value of such tax benefit payments is discounted at a rate equal to the lesser of (i) 1.05% per annum, compounded annually and (ii) SOFR plus 100 basis points. Assuming that the market value of our Class A Common Stock was to be equal to $15.50 per share, the midpoint of the price range set forth on the cover of this prospectus and that SOFR was to be 0.05%, we estimate that the aggregate amount of these termination payments would be approximately $112.0 million if we were to exercise our termination right immediately following this offering. No pro forma adjustments have been recorded in the pro forma consolidated financial information as there is no exchange of units under the Tax Receivable Agreement currently contemplated as of Initial Public Offering.

The pro forma adjustments are based upon available information and methodologies that are factually supportable and directly related to the Chubbies, Inc. PPA and Related Financing, Transactions, Offering Adjustments, and Summit Partners Acquisition and are presented for illustrative purposes only. The unaudited

pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions, including this offering, taken place on the dates indicated, or that may be expected to occur in the future.

We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, fees to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

The pro forma financial information should be read in conjunction with “Risk Factors,” “Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes included elsewhere in this prospectus.

Description of the Transactions and Basis of Presentation

On September 1, 2021, the Company acquired Chubbies, Inc. pursuant to an Agreement dated September 1, 2021. The Company obtained 100 percent of the voting equity interests in Chubbies, Inc. The Company acquired Chubbies, Inc. to expand its consumer product offering.

The unaudited pro forma consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and present the pro forma financial condition and results of operations of the Company based upon the historical financial information after giving effect to the Transactions and related adjustments set forth in the notes to the unaudited pro forma consolidated financial information.

The unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock. In addition, the unaudited pro forma consolidated financial information does not reflect any cost savings, operating synergies or revenue enhancements that the consolidated company may achieve as a result of the Transactions.

Summit Acquisition

The Summit Acquisition was accounted for under the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), with Summit Partners treated as the accounting acquirer. In accordance with ASC 805, the assets acquired and liabilities assumed have been measured at fair value based on various estimates and methodologies, including the income and market approaches. These estimates are based on key assumptions related to the Summit Acquisition, including reviews of publicly disclosed information for other acquisitions in the industry, historical experience of the Company, data that was available through the public domain and unobservable inputs, such as the due diligence reviews and historical financial information of the acquiree business.

For purposes of measuring the estimated fair value of the tangible and intangible assets acquired and the liabilities assumed, the Company has applied the guidance in Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), which establishes a framework for measuring fair value. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

Under ASC 805, acquisition related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

Chubbies, Inc. Financing Adjustments

On September 1, 2021, the Company entered into a credit agreement to secure a term loan with a bank (the “Term Loan”) in an initial aggregate principal amount of $100 million to fund the Chubbies acquisition. The Term Loan matures in May 2026.

We refer to the entry into the Term Loan, as well as other purchase price accounting entries discussed below, as the Chubbies PPA and Related Financing adjustments.

Reorganization Transactions and Offering Transactions

The Company is offering shares of Class A common stock in this offering at an assumed initial public offering price of $15.50 per share, which is equal to the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriter discounts and commissions. Solo Brands, Inc. intends to use $182.5 million of the net proceeds from this offering to acquire newly issued Units from Solo Stove Holdings, LLC. Solo Brands, Inc. intends to cause Solo Stove Holdings, LLC to use these proceeds to repay outstanding indebtedness under the Subordinated Debt and Revolving Credit Facility.

Immediately following this offering, and as a result of the Reorganization Transactions, Solo Brands, Inc. will be a holding company, and its sole material asset will be a controlling equity interest in Solo Stove Holdings, LLC. As a result of the Reorganization and Offering Transactions, Solo Brands, Inc. will own approximately 59% of the economic interest in Solo Stove Holdings, LLC, but will have 100% of the voting power and will control the management of Solo Stove Holdings, LLC. As the general partner of Solo Stove Holdings, LLC, Solo Brands, Inc. will operate and control all of the business and affairs of Solo Stove Holdings, LLC and its subsidiaries and will have the obligation to absorb losses and receive benefits from Solo Stove Holdings, LLC. The Reorganization Transactions, whereby Solo Brands, Inc. will begin to consolidate Solo Stove Holdings, LLC in its consolidated financial statements, will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Solo Brands, Inc. will recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of Solo Stove Holdings, LLC.

For a complete description of the Reorganization Transactions, see section entitled “Organizational Structure” included elsewhere in this prospectus.

Solo Brands, Inc.

Unaudited pro forma consolidated balance sheet

As of June 30, 2021


(In thousands)	Solo Stove Holdings, LLC Historical		Chubbies, Inc. Historical⁽¹⁾		Chubbies, Inc. PPA and Related Financing (Note 1)				Transactions (Note 2)				As Adjusted Before Offering Transaction Adjustments		Offering Adjustments (Note 3)				Solo Brands, Inc. Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	7,882	$	19,719	$	(12,338	)	1A	$	—			$	15,263	$	—			$	15,263
Accounts receivable, net		14,889		2,209		—				—				17,098		—				17,098
Inventory		48,578		10,999		12,893		1C		—				72,470		—				72,470
Prepaid expenses and other current assets		2,014		692		—				—				2,706		—				2,706
Due from stockholders		—		287		(287	)	1E		—				—		—				—

Total current assets		73,363		33,906		268				—				107,537		—				107,537

Non-current assets
Property and equipment, net		3,055		386		—				—				3,441		—				3,441
Intangible assets, net		217,119		44		51,642		1D		—				268,805		—				268,805
Goodwill		305,029		—		73,575		1B		—				378,604		—				378,604
Deferred tax assets		—		920		(920	)	1G		—				—		—				—
Other non-current assets		261		118		—				—				379		—				379

Total non-current assets		525,464		1,468		124,297				—				651,229		—				651,229

Total assets	$	598,827	$	35,374	$	124,565			$	—			$	758,766	$	—			$	758,766

LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY

Current liabilities
Accounts payable	$	4,849	$	2,009	$	—			$	—			$	6,858	$	—			$	6,858
Accrued expenses and other current liabilities		6,544		12,963		21,289		1F		—				40,796		—				40,796
Deferred revenue		3,728		—		—				—				3,728		—				3,728

Total current liabilities		15,121		14,972		21,289				—				51,382		—				51,382

Non-current liabilities
Long-term debt, net		212,775		—		99,100		1I		—				311,875		(182,500	)	3A		129,375
Deferred tax liability		6,793		—		12,632		1G		66,070		2B		85,495		—				85,495
Other non-current liabilities		318		14		—				—				332		—				332

Total non-current liabilities		219,886		14		111,732				66,070				397,702		(182,500	)			215,202
Commitments and contingencies		—		—		—				—						—

Stockholders’ and members’ equity
Class A common stock		—		—		—				49		2A		49		13		3A		62
Class B common stock		—		—		—				33		2A		33		—				33
Common stock		—		1		(1	)	1E		—				—		—				—
Class A units		212,605		—		—				(212,605	)	2A		—		—				—
Class B units		101,761		—		29,075		1H		(130,836	)	2A		—		—				—
Incentive units		490		—		—				(490	)	2A		—		—				—
												2A						3A
Additional paid-in capital		—		15,094		(15,094	)	1E		137,826		2B		137,826		121,805		3D		259,631
								1E
Retained earnings		33, 415		5,293		(22,436	)	1F		(6,608	)	2A		9,664		(3,342	)	3D		6,322
Noncontrolling interest		15,549		—		—				146,561		2A		162,110		64,024		3A		226,134

Total stockholders’ and members’ equity		363,820		20,388		(8,456	)			(66,070	)			309,682		182,500				492,182

Total liabilities and stockholders’ and members’ equity	$	598,827	$	35,374	$	124,565			$	—			$	758,766	$	—			$	758,766

(1)

Represents the balance sheet as of July 31, 2021 (unaudited)

See Notes to the Unaudited Pro Forma Consolidated Financial Information.

Solo Brands, Inc.

Unaudited pro forma consolidated statement of operations

For the six months ended June 30, 2021


(in thousands, except per share amounts)	Solo Stove Holdings, LLC Historical		Chubbies, Inc. Historical⁽¹⁾			Chubbies, Inc. PPA and Related Financing (Note 1)				Transactions (Note 2)				Offering Adjustments (Note 3)				Solo Brands, Inc. Pro Forma
Net sales	$	157,816	$	49,885		$	—			$	—			$	—			$	207,701
Cost of goods sold		51,652		14,399			—				—				—				66,051

Gross profit		106,164		35,486			—				—				—				141,650
Operating expenses
Selling, general, & administrative expenses		48,396		23,980			—				—				9,810		3E		82,186
Depreciation and amortization expenses		7,905		89			1,723		1D		—				—				9,717
Other operating expenses		2,610		173			—				—				—				2,783

Total operating expenses		58,911		24,242			1,723				—				9,810				94,686

Income (loss) from operations		47,253		11,244			(1,723	)			—				(9,810	)			46,964
Non-operating expenses
Interest expense (income)		5,117		55			955		1J		—				(4,797	)	3B		1,330
Other non-operating expenses		2		—			—				—				—				2
Other expense (income)		—		(1	)		—				—				—				(1	)
Gain on forgiveness of Paycheck Protection Program Loan		—		(1,561	)		—				—				—				(1,561	)

Total non-operating expenses		5,119		(1,507	)		955				—				(4,797	)			(230	)

Income before income taxes and noncontrolling interest		42,134		12,751			(2,678	)			—				(5,013	)			47,194
Income tax expense (benefit)		172		2,669			(562	)	1G		5,968		2D		680				8,926

Net income (loss)	$	41,962		10,082			(2,116	)			(5,968	)		$	(5,693	)		$	38,268
Less: net income (loss) attributable to noncontrolling interest		229		—			—				17,794		2C		(4,630	)	3C		13,393

Net income (loss) attributable to common shareholders	$	41,733	$	10,082		$	(2,116	)		$	(23,762	)		$	(1,063	)		$	24,875

Net income per unit
Basic		0.10																	—
Diluted		0.10																$	—

Weighted-average units outstanding
Basic		425,000																	—
Diluted		425,000																	—

Net loss per controlling share
Basic		—																	0.40		2E
Diluted		—																	0.40		2E

Weighted-average controlling units outstanding
Basic		—																	61,556		2E
Diluted		—																	61,556		2E

(1)

Represents the six months ended July 31, 2021 (unaudited)

See Notes to the Unaudited Pro Forma Consolidated Financial Information.

Solo Brands, Inc.

Unaudited pro forma consolidated statement of operations

For the year ended December 31, 2020


(in thousands, except per share amounts)	Solo Stove Holdings, LLC Intermediate Successor			Solo Stove Holdings, LLC Successor			Chubbies Inc. Historical⁽²⁾			Chubbies, Inc. PPA and Related Financing (Note 1)				Transactions (Note 2)				Offering Adjustments (Note 3)				Summit Partners Acquisition (Note 4)				Solo Brands, Inc. Pro Forma
Net sales	$	72,576		$	60,852		$	44,065		$	—			$	—			$	—			$	—			$	177,493
Cost of goods sold		23,275			23,183			15,947			12,893		1C		—				—				—				75,298

Gross profit		49,301			37,669			28,118			(12,893	)			—				—				—				102,195
Operating expenses
Selling, general, & administrative expenses		21,499			18,515			23,317			—				—				22,962		3E		—				86,293
Depreciation and amortization expenses		2,387			3,285			166			3,447		1D		—				—				11,075		4A		20,360
Other operating expenses		39,203			22,538			77			21,289		1F		—				—				—				83,107

Total operating expenses		63,089			44,338			23,560			24,736				—				22,962				11,075				189,760

Income (loss) from operations		(13,788	)		(6,669	)		4,558			(37,629	)			—				(22,962	)			(11,075	)			(87,565	)
Non-operating expenses
Interest expense (income)		1,700			1,507			309			1,938		1J		—				(2,558	)	3B		—				2,896
Other non-operating expenses		319			121			—			—				—				—				—				440
Other expense (income)		—			—			(1	)		—				—				—				—				(1	)

Total non-operating expenses		2,019			1,628			308			1,938				—				(2,558	)			—				3,335

Income (loss) before income taxes and noncontrolling interest		(15,807	)		(8,297	)		4,250			(39,567	)			—				(20,404	)			(11,075	)			(90,900	)
Income tax expense (benefit)		78			21			(1,461	)		(7,984	)	1G		(222	)	2D		362				(1,569	)			(10,775	)

Net income (loss)	$	(15,885	)		$ (8,318	)	$	5,711		$	(31,583	)		$	222			$	(20,766	)		$	(9,506	)		$	(80,125	)
Less: net income (loss) attributable to noncontrolling interest		—			—			—			—				(20,531	)			(7,513	)	3C		—				(28,044	)

Net income (loss) attributable to common shareholders	$	(15,885	)	$	(8,318	)	$	5,711		$	(31,583	)		$	20,753			$	(13,253	)		$	(9,506	)		$	(52,081	)

Net income (loss) per unit
Basic	$	(0.20	)	$	(0.02	)																				$	—
Diluted	$	(0.20	)	$	(0.02	)																				$	—
Weighted-average units outstanding
Basic		78,639			425,000																						—
Diluted		78,639			425,000																						—
Net loss per controlling share
Basic		—			—																						(0.85	)	2E
Diluted		—			—																						(0.85	)	2E
Weighted average controlling units outstanding
Basic		—			—																						61,556		2E
Diluted		—			—																						61,556		2E

(2)

Represents the year ended January 30, 2021

See Notes to the Unaudited Pro Forma Consolidated Financial Information.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Notes related to Chubbies, Inc. PPA and Related Financing

Chubbies, Inc. PPA and Related Financing includes the following adjustments related to the unaudited pro forma consolidated balance sheet as of June 30, 2021, and the unaudited pro forma consolidated statements of operations for the years ended June 30, 2021, and December 31, 2020, as follows.

Reflects an adjustment to cash and cash equivalents for cash obtained by the Company in its acquisition of Chubbies, Inc.

Reflects an adjustment of goodwill acquired by the Company to its estimated fair value due to the acquisition of Chubbies, Inc. as described below.

The intangible assets and related deferred tax liabilities are estimates and are pending final valuation and tax provision calculations. The final purchase price allocation could result in adjustments to certain assets and liabilities including the residual amount allocated to goodwill. The following table summarizes the allocation of the preliminary purchase price as of the transaction’s closing date, September 1, 2021, which is used as an approximation of fair value for pro forma purposes.


Cash	$	7,381
Accounts receivable		2,001
Inventory		24,479
Fixed assets		404
Prepaid expenses and other assets		921
Intangible assets		51,685
Accounts payable and accrued liabilities		(17,151	)
Deferred tax liability, net		(12,632	)

Total identifiable net assets		57,089
Goodwill		72,392

Total	$	129,481

Reflects an adjustment of inventory acquired by the Company to its estimated fair value. The adjustment steps up the pro forma balance sheet for Chubbies finished goods and work-in-process inventory to a fair value of approximately $12.9 million. The calculation of fair value is preliminary and subject to change. The pro forma income statement for the year ended December 31, 2020 is also adjusted to increase cost of goods sold by the same amount, as the inventory is expected to be sold within one year of the acquisition date. No additional adjustment is needed for the period ended June 30, 2021, as all associated costs would have been recognized in the period ended December 31, 2020.

Reflects an adjustment of intangible assets acquired by the Company to their estimated fair values. As part of the preliminary valuation analysis, the Company identified $51.6 million of intangible assets. This balance primarily includes trademark, customer relationships, and proprietary software. The pro forma income statement for the six months ended June 30, 2021 and for the year ended December 31, 2020 is adjusted to increase amortization expense by the amount attributable to each period based upon these intangible assets. The calculation of fair value is preliminary and subject to change.

Represents the removal of all Chubbies’ Inc.’s historical equity accounts

Represents the accrual of one-time additional transaction costs incurred by Chubbies, Inc. subsequent to June 30, 2021. All other transaction costs are included in the historical statement of operations of Chubbies, Inc. for the six months ended July 31, 2021. These costs will not affect the Company’s statement of operations beyond 12 months after the acquisition date.

Represents that tax effects of the adjustments described above to Chubbies, Inc. balance sheet and statement of operations.

Represents the Class B units issued to select employees of Chubbies, Inc.

Represents a net increase to long-term debt due to the Company entering into a credit agreement to secure a Term Loan of $100 million, offset by additional debt issuance costs of $0.9 million, as a result of the Chubbies, Inc. acquisition.

Represents a net change in interest expense due to changes in the debt balance as a result of the Chubbies, Inc. acquisition, as follows (in thousands):


	Principal		Interest Rate			Six Months Ended June 30, 2021		Year Ended December 31, 2020
Term Loan	$	100,000		1.91	%	$	955	$	1,938

Subtotal	$	100,000				$	955	$	1,938
Less: Historical interest (expense) income							—		—

Incremental interest expense						$	955	$	1,938

Notes related to the Transactions

Transactions include the following adjustments related to the unaudited pro forma consolidated balance sheet as of June 30, 2021, as follows:

Solo Stove Holdings, LLC has been and will continue to be treated as a partnership for U.S. federal income tax purposes. As such, Solo Stove Holdings’ earnings and losses will flow through to its partners, including Solo Brands, Inc., and are generally not subject to significant entity-level taxes at the Solo Stove Holdings, LLC level. As described in the “Transactions” section of this prospectus, upon completion of the Transactions, Solo Brands, Inc. will become the solo managing member of Solo Stove Holdings, LLC and its subsidiaries and operate and control all of the business and affairs of Solo Stove Holdings, LLC. As a result of the Transactions, Solo Brands, Inc. will own approximately 59% of the economic interest in Solo Stove Holdings, LLC but will have 100% of the voting power and will control the management of Solo Stove Holdings, LLC. Immediately following the completion of this transaction, the ownership percentage held by noncontrolling interest will be approximately 41%.

Represents an adjustment to equity reflecting (i) the par value for Class A and Class B common stock, (ii) a decrease in $146.6 million of Continuing LLC Owners’ interest to the noncontrolling interests related to the 41% economic interest held by the Continuing LLC Owners, and (iii) reclassification of Continuing LLC Owners’ interest of $204.0 million to additional paid-in capital. Net earnings attributable to the noncontrolling interests will represent approximately 41% of net earnings before income taxes.

Prior to the completion of the Transactions, Solo Brands, Inc. will enter into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by Solo Brands, Inc. to such pre-IPO owners of 85% of the realized benefits, if any, as a result of adjustments to the tax basis of the assets of Solo Brands, Inc. as a result of sales or exchanges of LLC Interests (including LLC Interests issued upon conversion of vested Incentive Units) and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The tax receivable agreement will be accounted for as a contingent liability, with amounts accrued when considered probable and reasonably estimable. As there is no exchange currently probable, no adjustment has been recognized.

Due to the uncertainty as to the amount and timing of future exchanges of Common Units by the Pre-IPO Common Unitholders and as to the price per share of our Class A common stock at the time of any such exchanges, the unaudited pro forma consolidated financial information does not assume that exchanges of Common Units have occurred. Therefore, no increases in tax basis in Solo Brands, Inc.’s assets or other tax benefits that may be realized as a result of any such future exchanges have been reflected in the unaudited pro forma consolidated financial information. However, if all of our pre-IPO owners were to exchange their Common Units for shares of Class A common stock and all vested Incentive Units were converted to Common Units and subsequently exchanged for shares of Class A common stock (at an offering price of $15.50 per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus) immediately following the completion of this offering, we would recognize an incremental deferred tax asset of approximately $117.7 million and a related liability for payments under the Tax Receivable Agreement of approximately $122.8 million based on the Company’s estimate of the aggregate amount that it will pay under the tax receivable agreement as a result of such future exchanges, assuming: (i) a price of $15.50 per share (the midpoint of the public offering price range set forth on the cover page of this prospectus); (ii) a constant corporate tax rate of 21.8%; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law. Assuming no change in the other assumptions, a 5% increase or decrease in the assumed price per share would increase or decrease the incremental deferred tax asset and related liability for payments under the Tax Receivable Agreement that we would recognize if all of the pre-IPO owners were each to exchange all of their Common Units and all vested Incentive Units were converted to Common Units for shares of Class A common stock and subsequently exchanged for shares of Class A common stock (at an offering price of $15.50 per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus) immediately following the completion of this offering by approximately $5.6 million and $5.8 million, respectively. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related non-current liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units by Common Unitholders (including any Common Units issued upon conversion of vested Incentive Units), and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect.

Transactions include the following adjustments related to the unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021, and for the year ended December 31, 2020, as follows:

As described in “Transactions” section of this prospectus, upon completion of the Transactions, Solo Brands, Inc. will become the sole managing member of Solo Stove Holdings, LLC and its subsidiaries. As a result of the Transactions, Solo Brands, Inc. will own approximately 59% of the economic interest in Solo Stove Holdings, LLC but will have 100% of the voting power and will control the management of Solo Stove Holdings, LLC. Immediately following the completion of this transaction, the ownership percentage held by noncontrolling interests will be approximately 41%. Net earnings attributable to the noncontrolling interests will represent approximately 41% of net earnings before income taxes.

Following the Transactions, Solo Brands, Inc. will be subject to U.S. federal income taxes, in addition to state, local and foreign taxes. As a result, the unaudited pro forma consolidated statements of operations reflect an adjustment to our income taxes, assuming the federal rates currently in effect and the highest statutory rates apportioned to each state, local and foreign jurisdiction.

The basic and diluted pro forma net loss per share of Class A common stock represents net loss attributable to Solo Brands, Inc. divided by the combination of the shares owned by existing owners and the Class A common stock issued in this offering, the proceeds of which are expected to equal $200.0 million (based on the midpoint of the price range shown on the cover of this prospectus, after

deducting underwriting discounts). See “Use of Proceeds.” The noncontrolling interest owners own shares of Class B common stock. These shares of Class B common stock are not considered participating securities because they have no right to receive dividends or a distribution on liquidation or winding up of Solo Brands, Inc., and no earnings are allocable to such class. Accordingly, basic and diluted earnings per share of Class B common stock has not been presented. The table below presents the computation of pro forma basic and dilutive loss per share for Solo Brands, Inc. (in thousands, except per share amounts):


(dollars in thousands)	Year Ended December 31, 2020		Six Months Ended June 30, 2021
Numerator:
Net loss	$	38,268	$	(80,125	)
Net loss attributable to noncontrolling interests		13,393		(28,044	)

Net loss attributable to Solo Brands, Inc.		24,875		(52,081	)

Denominator:
Weighted average shares of Class A common stock outstanding (basic)		61,556		61,556
Assumed conversion of Units to shares of Class A common stock⁽¹⁾		—		—

Weighted average shares of Class A common stock outstanding (diluted)		61,556		61,556
Basic loss per share	$	0.40	$	(0.85	)

Diluted loss per share	$	0.40	$	(0.85	)

(1)

The noncontrolling interest owners, which we refer to as Pre-IPO Unitholders, have exchange rights which enable the noncontrolling interest owners to exchange Units for shares of Class A common stock on a one for one basis. The noncontrolling interest owners exchange rights cause the Units to be considered potentially dilutive shares for purposes of dilutive income per share calculations. For the six months ended June 30, 2021 and the year ended December 31, 2020, these exchange rights were not included in the computation of diluted income per share because the effect would have been anti-dilutive.

Notes related to Offering Adjustments

Offering Adjustments include the following adjustments related to the unaudited pro forma consolidated balance sheet as of June 30, 2021, as follows:

Represents the gross proceeds of approximately $200.0 million based on an assumed initial public offering price of $15.50 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, reduced by non-recurring transaction-related costs of approximately $17.5 million in connection with the offering, which results in net proceeds of $182.5 million which was used to repay outstanding indebtedness under our Subordinated Debt and Revolving Credit Facility, as will be determined prior to the offering.

Represents a net change in interest expense due to changes in debt balance as a result of the repayment of outstanding indebtedness under our Subordinated Debt and Revolving Credit Facility.

As described in “Transactions” section of this prospectus, upon completion of the Transactions, Solo Brands, Inc. will become the sole managing member of Solo Stove Holdings, LLC and its subsidiaries. As a result of the Transactions, Solo Brands, Inc. will own approximately 59% of the economic interest in Solo Stove Holdings, LLC but will have 100% of the voting power and will control the management of Solo Stove Holdings, LLC. Immediately following the completion of this offering, the ownership percentage held by noncontrolling interests will be approximately 35%. Net earnings attributable to the noncontrolling interests will represent 35% of net earnings before income taxes. These amounts have been determined based on the assumption that the underwriters’ option to purchase additional shares is not exercised. If the underwriters’ option to purchase additional shares is exercised in full, the ownership percentage held by the noncontrolling interest will decrease to 34.1%.

Represents the grant date fair market value of the incentive units that contained a performance condition that is met as a result of the offering.

Represents the grant date fair market value of the incentive units that contained a performance condition that is met as a result of the offering. Additionally, the expense recognized within the unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021, and for the year ended December 31, 2020 is related to the issuance of restricted stock units associated with the offering.

Notes related to the Summit Partners Acquisition

Summit Partners Acquisition include the following adjustments related to the unaudited pro forma consolidated statements of operations for the year ended December 31, 2020, as follows. The historical consolidated statement of operations for the six months ended June 30, 2021, already reflects the results of the Summit Partners Acquisition.

Reflects incremental amortization expense of $11.1 million, for the year ended December 31, 2020, on finite-lived intangible assets acquired in connection with the Summit Partners Acquisition. Incremental amortization expense has been calculated as follows (in thousands):


Asset Class	Fair Value		Amortization Method		Estimated Life (Years)		Year Ended December 31, 2020
Customer relationships	$	6,796		Straight-line		6	$	1,133
Patents		956		Straight-line		8		120
Brand		196,083		Straight-line		15		13,072

Subtotal	$	203,835					$	14,324
Less: Historical amortization expense								(3,248	)

Incremental amortization expense							$	11,075

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Risk Factors” and our consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.” The following discussion does not give effect to the Transactions. See “Transactions” and “Unaudited Pro Forma Consolidated Financial Information” included elsewhere in this prospectus for a description of the Transactions and their effect on our historical results of operations.

Executive Summary

Solo Brands is a large, rapidly growing DTC platform that operates four premium outdoor lifestyle brands—Solo Stove, Oru, ISLE, and Chubbies. Our brands develop innovative products and market them directly to consumers primarily through e-commerce channels. Our platform is led by our largest brand, Solo Stove, which was founded in 2011 by two brothers seeking to bring family together in the outdoors. Our founders combined their passion for e-commerce with their love of the outdoors to create a digitally-native platform to market the revolutionary Lite, an ultralight portable backpacking camp stove that can boil water in under 10 minutes using just twigs, sticks, and leaves. Solo Stove followed the success of the Lite with the launch of its iconic, stainless steel, virtually smokeless fire pits in 2016. We pioneered a new product category that has helped foster a loyal community of enthusiasts and furthers our efforts to bring people together.

Since our inception in 2011, Solo Stove’s growth and free cash flow allowed us to make significant investments in our global supply chain and bring fulfillment, research and development, sales and marketing, and customer service in-house. This infrastructure provides an authentic end-to-end customer experience, expedited delivery nationwide, greater cost efficiencies, and redundancy in manufacturing. It also laid the groundwork for a scalable DTC platform which, coupled with the acquisitions of Oru, ISLE, and Chubbies in 2021, led to the formation of Solo Brands in 2021.

Our DTC platform provides distinct competitive advantages, including a highly attractive financial profile. Through our DTC strategy we develop a direct connection with our customers, enhance our brand, and receive real-time feedback that informs our product development roadmap and digital marketing decisions. This deep connection with our customers helps to drive an attractive return on marketing spend and positions us to capitalize on a significant runway of future growth. We believe our direct connection with our customers creates a flywheel effect of rapid growth, scalability, and robust free cash flow generation, which in turn, enables us to re-invest in product innovation, marketing, and brand reach.

Our net sales increased from $37.5 million in the Intermediate Successor period for the six months ended June 30, 2020, to $157.8 million in the Successor period for the six months ended June 30, 2021, representing a growth rate of 321.3%, and our net income increased from $11.2 million to net income of $42.0 million. Over the same time period, our Adjusted EBITDA grew from $15.5 million to $59.7 million, representing a growth rate of 284.3%, our Adjusted EBITDA margin decreased from 41.4% of net sales to 37.8% of net sales and our Adjusted Net Income increased from $14.6 million to $54.2 million, representing a growth rate of 270.9%. Our strong profitability, coupled with our asset-light business model and low working capital requirements, drives robust free cash flow generation.

Key Factors Affecting Our Results of Operations

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this prospectus titled “Risk Factors.”

Economic Conditions

Demand for our products is impacted by a number of economic factors impacting our customers, such as consumer confidence, demographic trends, employment levels, and other macroeconomic factors. These factors may influence the extent to which consumers invest in outdoor lifestyle products such as fire pits, stoves, grills, consumables, and associated accessories.

Success of Our Innovation Pipeline

Our future growth depends in part on our ability to introduce new and enhanced products. The success of our new and enhanced products depends on many factors, including anticipating consumer trends, finding innovative solutions to consumer needs, differentiating our products from those of our competitors, obtaining protection for our intellectual property and the ability to expand our brand beyond the categories of products we currently sell.

Seasonality/Weather

Sales have historically experienced seasonality, with our highest level of sales typically being generated in the second and fourth fiscal quarters. Unfavorable weather can impact demand, including wet or exceptionally hot or dry weather conditions. Widespread wild fires also have potential to adversely impact our business.

COVID-19 Impacts

Future developments, including the duration and severity of the outbreak (including the severity and transmission rates of new variants of the virus that causes COVID-19), rate of public acceptance and efficacy of vaccines and other treatments, the related impact on consumer confidence and spending, the effect of governmental regulations imposed in response to the pandemic, and the extent to which consumers modify their behavior as social distancing and related precautions are lifted, are uncertain and ever-changing. Any of the foregoing, or other cascading effects of the COVID-19 pandemic or its aftermath, could have an impact on our business performance.

Ability to Scale Our Operating Model

We depend on third-party manufacturers for the sourcing of our products and generally do not have long-term supply agreements with our manufacturers. Our future performance may be impacted by the inability or unwillingness of our third-party manufacturers to meet our product demand and the availability of land-based and air freight carriers. Our ability to support our growth will also be dependent on attracting, motivating, and retaining personnel.

Business Acquisitions

In fiscal year 2021, we acquired Oru Kayak and ISLE Paddle Boards, which expand our served marked opportunity into the U.S. paddle sports market, and Chubbies apparel, which expands our served market opportunity into the clothing and accessories category. Our ability to find suitable acquisition targets and integrate them on to the Solo Brands platform can impact our future business performance.

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Key Performance Indicators

We track the following key business measures and non-GAAP financial measures to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe that these key business measures, which include certain non-GAAP financial measures, provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key business measures and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled measures presented by other companies.


	INTERMEDIATE SUCCESSOR			SUCCESSOR
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2021
	(dollars in thousands)
Net sales by sales channel
DTC	$	33,539		$	133,411
Wholesale		3,918			24,405
Gross profit		24,624			106,164
Gross margin		65.7	%		67.3	%
Adjusted gross profit(1)		26,341			107,569
Adjusted gross profit margin(1)		70.3	%		68.2	%
Net income (loss)	$	11,207		$	41,962
Adjusted Net Income(1)		14,618			54,216
Adjusted EBITDA(1)		15,525			59,661
Adjusted EBITDA margin(1)		41.4	%		37.8	%


	PREDECESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			SUCCESSOR			Combined
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
													Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
										(dollars in thousands)
Net sales by sales channel
DTC	$	17,048		$	18,965		$	65,701		$	56,986		$	36,013		$	122,687
Wholesale		2,496			1,343			6,875			3,866			3,839			10,741
Gross profit		14,048			8,588			49,301			37,669			22,636			86,970
Gross margin		71.9	%		42.3	%		67.9	%		61.9	%		56.8	%		65.2	%
Adjusted gross profit(1)		14,048			13,860			51,165			43,443			27,908			94,608
Adjusted gross profit margin(1)		71.9	%		68.2	%		70.5	%		71.4	%		70.0	%		70.9	%
Net income (loss)	$	(24,518	)	$	(5,022	)	$	(15,885	)	$	(8,318	)	$	(29,540	)	$	(24,203	)
Adjusted Net Income(1)		5,334			5,644			27,800			23,652			10,978			51,452
Adjusted EBITDA(1)		5,344			6,177			29,659			25,217			11,521			54,876
Adjusted EBITDA margin(1)		27.3	%		30.4	%		40.9	%		41.4	%		28.9	%		41.1	%

(1)

See footnote (1) to “Prospectus Summary-Summary Historical, Combined Historical and Pro Forma Financial Data” elsewhere in this prospectus for a reconciliation of this non-GAAP measure to the most closely comparable GAAP measure and why we consider it useful.

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Net sales by sales channel

Net sales by sales channel represents the proportion of our sales derived through our DTC channel (including Amazon and corporate sales) and through our strategic retail channel (including domestic retail and international sales).

Adjusted gross profit/Adjusted gross profit margin

Adjusted gross profit reflects gross profit adjusted for fair value write-up of inventory as a result of change in control transactions in 2019 and 2020 and the Oru acquisition.

We define Adjusted gross profit margin as adjusted gross profit divided by net sales.

Adjusted Net Income

We define Adjusted Net Income as net income (loss), adjusted for amortization of intangible assets recognized from change in control transactions and the Oru acquisition, expenses incurred with this offering, one-time transaction costs related to change in control transactions, acquisition related costs, changes in fair value of contingent earn-out liability, inventory fair value write-up, and management fees.

Adjusted EBITDA/Adjusted EBITDA Margin

We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

Reorganization transactions

The historical and combined historical results of operations discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are those of Holdings prior to the completion of the Transactions, including this offering, and do not reflect certain items that we expect will affect our results of operations and financial condition after giving effect to the Transactions and the use of proceeds from this offering.

Following the completion of the Transactions, Solo Brands, Inc. will become the sole managing member of Holdings. Although we will have a minority economic interest in Holdings, we will have the sole voting interest in, and control the management of, Holdings. As a result, we will consolidate the financial results of Holdings and will report a non-controlling interest related to the LLC Interests held by the Continuing LLC Owners on our consolidated statements of operations and comprehensive income (loss). Immediately after the Transactions, investors in this offering will collectively own % of our outstanding Class A common stock, consisting of shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock), Solo Brands, Inc. will own LLC Interests (or LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 65.2% of the LLC Interests (or approximately 65.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and the Continuing LLC Owners will collectively own LLC Interests representing approximately 34.8% of the LLC Interests (or approximately 34.1% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Accordingly, net income (loss) attributable to non-controlling interests will represent approximately 34.8% of the income (loss) before income tax benefit (expense) of Solo Brands, Inc. (or approximately 34.1% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Solo Brands, Inc. is a holding company that conducts no operations and, as of the consummation of this offering, its principal asset will be LLC Interests we purchase from Holdings.

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After consummation of this offering, Solo Brands, Inc. will become subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Holdings and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur public company expenses related to our operations, plus payment obligations under the TRA, which we expect to be significant. We intend to cause Holdings to make distributions to us in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any payments due under the TRA. See “Certain Relationships and Related Party Transactions—Holdings LLC Agreement—Distributions.”

Effects of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic. The COVID-19 pandemic has significantly impacted global economies, resulting in travel restrictions, business slowdowns or shutdowns in affected areas, reduced economic activity, and changes in consumer behavior.

Disruptions related to the COVID-19 pandemic have affected our business, as well as those of our consumers, retail partners, and suppliers. Our financial performance to start fiscal year 2020 was strong, and we generated significant growth. As the COVID-19 pandemic worsened, and despite our continued growth and customer demand, as a precaution, we increased our cash position by drawing $10 million then available under our Credit Facility. Throughout the COVID-19 pandemic, our growth continued. In April 2020 we generated record year-over-year sales, which continued each month thereafter on a year-over-year basis through the end of fiscal 2020. In the summer of 2020, we repaid the amount drawn on our revolving credit facility. However, there were also negative impacts on our business due to the pandemic. One of our pillars of growth is word-of-mouth referrals. Because the COVID-19 pandemic required social distancing and restricted people from leaving their homes, in March 2020 word-of-mouth referrals only accounted for 26% of solostove.com orders. As the pandemic restrictions have softened, we have seen referral rates at more normalized levels. For example, in March 2021 word of mouth referrals accounted for 45% of solostove.com orders—a 70% year-over-year increase. This headwind was offset by two positive results of the pandemic. First, COVID-19 increased consumer interest for outdoor living and outdoor recreation. Second, it accelerated online shopping that has continued through today, increasing our DTC sales. Now that restrictions from the pandemic are lifting, we have seen an increase in referral purchases which we believe will continue to grow as there are now more of our products in the market and online shopping has become more popular.

The COVID-19 pandemic also created challenges with our supply chain. During the height of the COVID-19 pandemic, we were sold out of many of our products as a result of limitations on our ability to obtain additional products from suppliers. While we have maintained and added new suppliers to support our growth, ocean freightliners experienced unprecedented demand and the availability and cost of shipping containers severely increased. We experienced sharp increases to container costs and had to increase our resources to manage and ensure adequate space on ships to move our product from overseas by onboarding several new shipping carriers to our vendor list. We increased the number of shipped containers approximately 392% from the six months ended June 30, 2020 to the six months ended June 30, 2021. Year over year, we increased the number of shipped containers approximately 350% from 2019 to 2020.

As we continue to monitor and navigate the COVID-19 pandemic and its effects, we may take additional actions based on the requirements and recommendations of local health guidelines, and intend to focus on investments for future, long-term growth. In certain circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in the future. In addition, see the section titled “Risk Factors” elsewhere in this prospectus for more information regarding risks associated with the COVID-19 pandemic.

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Components of Our Results of Operations

Net Sales

Net sales are comprised of sales through our DTC channel and strategic retail channel sales to retail partners. Net sales in both channels reflect the impact of partial shipments, product returns, and discounts for certain sales programs or promotions.

We believe that our net sales include a seasonal component. In the DTC channel, our historical net sales tend to be highest in our second and fourth quarters, while our strategic retail channel has generated higher sales in the first and third quarters. However, due to timing of product launches, quarter-end timing relative to weekends and holidays, we expect volatility in the results of operations throughout the year.

Gross Profit

Gross profit reflects net sales less cost of goods sold, which primarily includes the purchase cost of our products from our third-party manufacturers, inbound freight and duties, product quality testing and inspection costs, and depreciation on molds and equipment that we own.

Selling, General, & Administrative Expenses

Selling, general, and administrative, or SG&A, expenses consist primarily of marketing costs, employee compensation and benefits costs, costs of our warehousing and logistics operations, costs of operating on third-party DTC marketplaces, professional fees and services, cost of product shipment to our customers, and general corporate infrastructure expenses. We anticipate that SG&A expenses will increase in the future based on our plans to increase staff levels, expand marketing activities, and bear additional costs as a public company.

Other Operating Expenses

Other operating expenses consist primarily of costs related to the Oru acquisition in 2021, the change in control events in 2019 and 2020, and other acquisition activities. These costs include transaction bonus payments, settlement of outstanding phantom incentive units, fair value write-up associated with contingent consideration, and professional fees related to the change in control transactions, the Oru acquisition, and this offering.

Results of Operations

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Net Sales


	INTERMEDIATE SUCCESSOR		SUCCESSOR		Change
	Six Months Ended June 30, 2020		Six Months Ended June 30, 2021		$		%
	(dollars in thousands)
Net sales	$	37,457	$	157,816	$	120,359		321.3	%

Net sales increased $120.4 million, or 321.3%, to $157.8 million in the Successor period for the six months ended June 30, 2021, compared to $37.5 million in the Intermediate Successor period for six months ended June 30, 2020. This increase was primarily driven by an increase in total orders period over period. We had 128,274 orders in the Intermediate Successor period, and 511,941 orders in the Successor period, representing a 299% increase year over year. The average order size increased by 5.6%, to $308.27 per order in the Successor

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period, from $292.00 per order in the Intermediate Successor period. We believe the increase in the number of orders was primarily due to our increased spending on our digital marketing strategy, growing brand awareness, and increased demand for outdoor recreation and leisure lifestyle products, which we believe was partially attributable to the COVID-19 pandemic solidifying consumer interest in the outdoors and our products.

Cost of Goods Sold and Gross Profit


	INTERMEDIATE SUCCESSOR			SUCCESSOR			Change
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2021			$		%
	(dollars in thousands)
Cost of goods sold	$	12,833		$	51,652		$	38,819		302.5	%
Gross profit	$	24,624		$	106,164		$	81,540		331.1	%
Gross margin (Gross profit as a % of net sales)		65.7	%		67.3	%				1.6	%

Cost of goods sold increased $38.8 million, or 302.5%, to $51.7 million in the Successor period for the six months ended June 30, 2021, compared to $12.8 million in the Intermediate Successor period for the six months ended June 30, 2020, primarily due to increased product and freight expenses associated with the increased demand of our products. Gross profit also increased $81.5 million, or 331.1%, to $106.2 million in the Successor period for the six months ended June 30, 2021, compared to $24.6 million in the Intermediate Successor period for the six months ended June 30, 2020, due to an increased demand of our products.

Gross margin increased 160 basis points to 67.3% in the Successor period for the six months ended June 30, 2021, from 65.7% in the Intermediate Successor period for the six months ended June 30, 2020. The change in gross margin was primarily due to the increased in demand for our products offset by product and freight expenses associated with this demand.

Selling, General, and Administrative Expenses


	INTERMEDIATE SUCCESSOR			SUCCESSOR			Change
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2021			$		%
	(dollars in thousands)
Selling, general, and administrative expenses	$	10,941		$	48,396		$	37,455		342.3	%
SG&A as a % of net sales		29.2	%		30.7	%				1.5	%

SG&A increased $37.5 million, or 342.3%, to $48.4 million in the Successor period for the six months ended June 30, 2021, compared to $10.9 million in the Intermediate Successor period for the six months ended June 30, 2020. As a percentage of net sales, SG&A increased to 30.7% in the Successor period for the six months ended June 30, 2021, from 29.2% in the Intermediate Successor period for the six months ended June 30, 2020. The increase in SG&A was primarily driven by the following: an increase in our advertising and marketing spend of $19.8 million; increase in shipping costs of $8.7 million; increase in seller fees of $4.2 million, and an increase in employee costs of $2.9 million due to increased headcount.

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Depreciation and Amortization Expenses


	INTERMEDIATE SUCCESSOR			SUCCESSOR			Change
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2021			$		%
	(dollars in thousands)
Depreciation and amortization expenses	$	1,524		$	7,905		$	6,381		418.7	%
Depreciation and amortization expenses as a % of net sales		4.1	%		5.0	%				0.9	%

Depreciation and amortization expenses increased $6.4 million, or 418.7%, to $7.9 million in the Successor period for the six months ended June 30, 2021, compared to $1.5 million in the Intermediate Successor period for the six months ended June 30, 2020. As a percentage of net sales, depreciation and amortization increased to 5.0% in the Successor period for the six months ended June 30, 2021, from 4.1% in the Intermediate Successor period for the six months ended June 30, 2020. The increase in depreciation and amortization expenses was primarily driven by an increase in definite lived intangible assets. As of June 30, 2020, we had a definite lived intangible asset balance of $41.1 million. This balance increased by $187.0 million to $228.1 million as of June 30, 2021, due to the 2020 change in control event and the Oru acquisition. The increase in definite lived intangible assets resulted in $6.3 million of additional amortization expense in the Successor period for the six months ended June 30, 2021, as compared to the Intermediate Successor period for the six months ended June 30, 2020.

Other Operating Expenses


	INTERMEDIATE SUCCESSOR			SUCCESSOR			Change
	Six Months Ended June 30, 2020			Six Months Ended June 30, 2021			$		%
	(dollars in thousands)
Other operating expenses	$	6		$	2,610		$	2,604		43,400.0	%
Other operating expenses as a % of net sales		0.0	%		1.7	%				1.7	%

Other operating expenses increased $2.6 million, or 43,400.0%, to $2.6 million in the Successor period for the six months ended June 30, 2021, compared to a nominal amount in the Intermediate Successor period for the six months ended June 30, 2020. As a percentage of net sales, other operating expenses increased to 1.7% in the Successor period for the six months ended June 30, 2021, from 0.0% in the Intermediate successor period for the six months ended June 30, 2020. Other operating expenses for the Successor period were primarily driven by $1.6 million of acquisition-related expenses, $0.8 million of IPO-related expenses, and $0.2 million of business optimization expenses related to the Company’s significant growth.

Non-Operating Expenses

Interest expense was $0.9 million in the six months ended June 30, 2020, and $5.1 million in the six months ended June 30, 2021. The increase in interest expense was primarily due to $216.0 million of gross debt outstanding in the six months ended June 30, 2021, as compared to $24.3 million of gross debt outstanding in the six months ended June 30, 2020. In 2021, the Company entered into a credit agreement on a revolving credit facility and drew down $186.0 million to pay the contingent liability related to the 2020 change in control event. Interest expense related to the revolving credit facility was $0.4 million for the six months ended June 30, 2021. Further, in the second half of 2020, the Company entered into a credit agreement on subordinated debt of

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$30.0 million. Interest expense related to the subordinated debt was $1.9 million for the six months ended June 30, 2021. The Company also had $1.1 million of interest expense related to senior debt for the six months ended June 30, 2021. The senior debt was refinanced and subsequently terminated in May 2021.

Other non-operating expenses was nominal in the six months ended June 30, 2021, and $0.1 million in the six months ended June 30, 2020. Other non-operating expenses represents income and expenses from miscellaneous activities.

Income Taxes

Income taxes was nominal in the six months ended June 30, 2020, and $0.2 million in the six months ended June 30, 2021. Income taxes represents Texas franchise tax expense, as well as Oru state and federal tax expense.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

As a result of the change in control transactions that occurred in 2019 and 2020, we presented two periods of financial information in the consolidated statements of operations in 2019 and 2020. The periods presented in 2019 are January 1, 2019 through September 23, 2019, defined as the Predecessor, and September 24, 2019 through December 31, 2019, defined as the Intermediate Successor. The periods presented in 2020 are January 1, 2020 through October 8, 2020, defined as the Intermediate Successor, and October 9, 2020 through December 31, 2020, defined as the Successor. These periods are not comparable, as the principal impact of these change of control transactions relates to the application of purchase accounting, and the recognition of assets and liabilities at their fair values as of the time of the transactions (these transactions did not involve the combination of our Company with another operating company). See Note 4 to our consolidated financial statements included elsewhere in this prospectus.

Supplemental to the presentation described above, we have also combined the Predecessor and Intermediate Successor for fiscal year 2019 and the Intermediate Successor and Successor for fiscal year 2020. The combination of these periods is solely for illustrative purposes, only to assist the discussion below, and does not represent pro forma financial results compiled in accordance with Regulation S-X of the Securities Act. In particular, this combined presentation does not give effect to the recognition of assets and liabilities at fair market value, in accordance with purchase accounting, as if the transactions had occurred at the beginning of the corresponding fiscal year. The primary impact from the application of purchase accounting in both the Intermediate Successor and Successor periods was the step-up in the cost of our inventory and intangible assets to fair market value, which has a corresponding non-cash, negative impact on gross profit and net income.

Net Sales


	PREDECESSOR		INTERMEDIATE SUCCESSOR		INTERMEDIATE SUCCESSOR		SUCCESSOR	Combined				Change
	Period from January 1, 2019 through September 23, 2019		Period from September 24, 2019 through December 31, 2019		Period from January 1, 2020 through October 8, 2020		Period from October 9, 2020 through December 31, 2020	Fiscal Year Ended December 31, 2019		Fiscal Year Ended December 31, 2020
	Period from January 1, 2019 through September 23, 2019		Period from September 24, 2019 through December 31, 2019		Period from January 1, 2020 through October 8, 2020		Period from October 9, 2020 through December 31, 2020	Fiscal Year Ended December 31, 2019		Fiscal Year Ended December 31, 2020		$		%
	(dollars in thousands)
Net sales	$	19,544	$	20,308	$	72,576	$60,852	$	39,852	$	133,428	$	93,576		234.8	%

Net sales for the Predecessor period, from January 1, 2019 through September 23, 2019, was comprised of $17.0 million, or 87.2%, of DTC sales and $2.5 million, or 12.8%, of wholesale sales.

Net sales for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was comprised of $19.0 million, or 93.4%, of DTC sales and $1.3 million, or 6.6%, of wholesale sales.

Net sales for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was comprised of $65.7 million, or 90.5%, of DTC sales and $6.9 million, or 9.5%, of wholesale sales.

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Net sales for the Successor period, from October 9, 2020 through December 31, 2020, was comprised of $57.0 million, or 93.6%, of DTC sales and $3.9 million, or 6.4%, of wholesale sales.

On a combined basis, net sales increased $93.6 million, or 234.8%, to $133.4 million in 2020, compared to $39.9 million in 2019. This increase was primarily driven by an increase in total orders year over year. We had 157,312 orders in 2019 and 486,120 orders in 2020, representing a 209.0% increase year over year. The average order size increased by 8.3%, to $274.47 per order in 2020 from $253.33 per order in 2019. We believe the increase in the number of orders was primarily due to our increased spending on our digital marketing strategy, growing brand awareness and increased demand for outdoor recreation and leisure lifestyle products, which we believe was partially attributable to the COVID-19 pandemic solidifying consumer interest in the outdoors and our products.

Cost of Goods Sold and Gross Profit


	PREDECESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			SUCCESSOR			Combined						Change
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020			$		%
	(dollars in thousands)
Cost of goods sold	$	5,496		$	11,720		$	23,275			$23,183		$	17,216		$	46,458		$	29,242		169.9	%
Gross profit	$	14,048		$	8,588		$	49,301			$37,669		$	22,636		$	86,970		$	64,334		284.2	%
Gross margin (Gross profit as a % of net sales)		71.9	%		42.3	%		67.9	%		61.9	%		56.8	%		65.2	%				8.4	%

Cost of goods sold for the Predecessor period, from January 1, 2019 through September 23, 2019, was primarily driven by product and freight expenses associated with the demand for our products.

Cost of goods sold for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was primarily driven by product and freight expenses associated with the demand for our products, and an inventory write-up of $5.3 million as a result of the 2019 change in control event that was recognized in this period. As of December 31, 2019, there was still $1.9 million of inventory write-up that had not yet been expensed through cost of goods sold that would be expensed in 2020.

Cost of goods sold for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was primarily driven by product and freight expenses associated with the demand for our products, and an inventory write-up of $1.9 million as a result of the 2019 change in control event that was recognized in this period.

Cost of goods sold for the Successor period, from October 9, 2020 through December 31, 2020, was primarily driven by product and freight expenses associated with the demand for our products, and an inventory write-up of $5.8 million as a result of the 2020 change in control event that was recognized in expense in this period. As of December 31, 2020, there was still $0.7 million of inventory write-up that had not yet been expensed through cost of goods sold that will be expensed in 2021.

On a combined basis, cost of goods sold increased $29.2 million, or 169.9%, to $46.5 million in 2020, compared to $17.2 million in 2019, primarily due to increased product and freight expenses associated with the increased demand of our products. Gross profit also increased $64.3 million, or 284.2%, to $87.0 million in 2020, compared to $22.6 million in 2019 due to increased demand for our products.

Gross margin for the Predecessor period, from January 1, 2019 through September 23, 2019, was primarily driven by increased demand for our products offset by product and freight expenses associated with this demand.

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Gross margin for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was primarily driven by increased demand for our products, offset by product and freight expenses associated with this demand, as well as write-up of inventory resulting from the application of purchase accounting from change in control events that occurred in 2019 as discussed above.

Gross margin for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was primarily driven by increased demand for our products offset by product and freight expenses associated with this demand.

Gross margin for the Successor period, from October 9, 2020 through December 31, 2020, was primarily driven by increased demand for our products, offset by product and freight expenses associated with this demand, as well as write-up of inventory resulting from the application of purchase accounting from change in control events that occurred in 2020 as discussed above.

On a combined basis, gross margin increased 840 basis points to 65.2% in 2020 from 56.8% in 2019. The change in gross margin was primarily driven by increased demand for our products, offset by product and freight expenses associated with this demand, as well as write-up of inventory resulting from the application of purchase accounting from change in control events that occurred in 2019 and 2020.

Selling, General, and Administrative Expenses


	PREDECESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			SUCCESSOR			Combined						Change
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020			$		%
	(dollars in thousands)
Selling, general, and administrative expenses	$	8,357		$	8,012		$	21,499		$	18,515		$	16,369		$	40,014		$	23,645		144.4	%
SG&A as a % of net sales		42.8	%		39.5	%		29.6	%		30.4	%		41.1	%		30.0	%				(11.1	)%

SG&A for the Predecessor period, from January 1, 2019 through September 23, 2019, was primarily driven by advertising and marketing spend of $2.7 million, shipping costs of $1.9 million, employee costs of $1.5 million, and seller fees of $1.4 million.

SG&A for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was primarily driven by advertising and marketing spend of $3.8 million, shipping costs of $2.1 million, seller fees of $1.0 million, and employee costs of $0.6 million.

SG&A for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was primarily driven by advertising and marketing spend of $8.4 million, shipping costs of $5.1 million, employee costs of $3.3 million, and seller fees of $2.6 million.

SG&A for the Successor period, from October 9, 2020 through December 31, 2020, was primarily driven by advertising and marketing spend of $9.4 million, shipping costs of $4.1 million, seller fees of $2.8 million, and $1.4 million of employee costs.

On a combined basis, SG&A increased $23.6 million, or 144.4%, to $40.0 million in 2020, compared to $16.4 million in 2019. As a percentage of net sales, SG&A decreased to 30.0% in 2020 from 41.1% in 2019. The increase in SG&A was primarily driven by the following: an increase in our advertising and marketing spend of $11.3 million; increase in shipping costs of $5.1 million; increase in payment processor fees of $3.1 million; and an increase in employee costs of $2.7 million due to increased headcount.

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Depreciation and Amortization Expenses


	PREDECESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			SUCCESSOR			Combined						Change
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020			$		%
	(dollars in thousands)
Depreciation and amortization expenses	$	13		$	810		$	2,387		$	3,285		$	823		$	5,672		$	4,849		589.2	%
Depreciation and amortization expenses as a % of net sales		0.1	%		4.0	%		3.3	%		5.4	%		2.1	%		4.3	%				2.2	%

Depreciation and amortization expenses for the Predecessor period, from January 1, 2019 through September 23, 2019, was driven by a nominal amount of depreciation expense for the period as there were no identified intangible assets.

Depreciation and amortization expenses for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was primarily driven by $0.8 million of amortization expense. As of December 31, 2019, we had a definite lived intangible asset balance of $41.1 million due to the 2019 change in control event.

Depreciation and amortization expenses for the Intermediate Successor period, from January 1, 2020, through October 8, 2020 was primarily driven by amortization expense of $2.3 million. As of October 8, 2020, we had a definite lived intangible asset balance of $41.1 million due to the 2019 change in control event.

Depreciation and amortization expenses for the Successor period, from October 9, 2020 through December 31, 2020, was primarily driven by amortization expense of $3.2 million. As of December 31, 2020, we had a definite lived intangible asset balance of $203.8 million due to the 2020 change in control event.

On a combined basis, depreciation and amortization expenses increased $4.8 million, or 589.2%, to $5.7 million in 2020, compared to $0.8 million in 2019. As a percentage of net sales, depreciation and amortization increased to 4.3% in 2020 from 2.1% in 2019. The increase in depreciation and amortization expenses was primarily driven by an increase in definite lived intangible assets. As of December 31, 2019, we had a definite lived intangible asset balance of $41.1 million due to the 2019 change in control event. This balance increased by $162.7 million to $203.8 million as of December 31, 2020, due to the 2020 change in control event. This increase in definite lived intangible assets resulted in $4.8 million of additional amortization expense for the year ended December 31, 2020, as compared to the year ended December 31, 2019.

Other Operating Expenses


	PREDECESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			SUCCESSOR			Combined						Change
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020			$		%
										(dollars in thousands)
Other operating expenses	$	29,861		$	4,248		$	39,203		$	22,538		$	34,109		$	61,741		$	27,632		81.0	%
Other operating expenses as a % of net sales		152.8	%		20.9	%		54.0	%		37.0	%		85.6	%		46.3	%				(39.3	)%

Other operating expenses for the Predecessor period, from January 1, 2019 through September 23, 2019, was driven by $29.9 million of transaction expenses in connection with the 2020 change in control transaction.

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Other operating expenses for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was driven by an increase of $0.9 million to the fair value of the contingent consideration from the 2019 change in control transaction and $3.3 million of transaction expenses in connection with the 2019 change in control transaction.

Other operating expenses for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was driven by $39.2 million of transaction expenses in connection with the 2020 change in control transaction.

Other operating expenses for the Successor period, from October 9, 2020 through December 31, 2020, was driven by an increase of $19.1 million to the fair value of the contingent consideration from the 2020 change in control transaction and $3.5 million of transaction expenses in connection with the 2020 change in control transaction.

On a combined basis, other operating expenses increased $27.6 million, or 81.0%, to $61.7 million in 2020, compared to $34.1 million in 2019. As a percentage of net sales, other operating expenses decreased to 46.3% in 2020, from 85.6% in 2019. The 2019 other operating expenses were primarily driven by the settlement of employee transaction bonuses of $26.5 million in connection with 2019 change in control event, $3.0 million of expenses paid for by the seller, and an upward adjustment of $0.9 million to the contingent consideration from the 2019 change in control transaction. The 2020 other operating expenses were primarily driven by the settling of the incentive awards and bonuses of $37.9 million, $2.9 million of seller and transaction expenses in connection with the 2020 change in control, $1.9 million of buyer expenses paid for by the seller, and an upward adjustment of $19.1 million to the contingent consideration from the 2020 change in control transaction.

Non-Operating Expenses

Interest expense (income) for the Predecessor period, from January 1, 2019 through September 23, 2019, was driven by a nominal amount of interest income.

Interest expense (income) for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was primarily driven by $0.5 million of interest expense associated with the term loan.

Interest expense (income) for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was primarily driven by $1.7 million of interest expense associated with the term loan.

Interest expense (income) for the Successor period, from October 9, 2020 through December 31, 2020, was primarily driven by $1.5 million of interest expense associated with the senior debt and subordinated debt.

The increase in interest expense in 2020 was primarily due to the Company entering into a credit agreement to borrow additional senior and subordinated debt of $45.0 million and $30.0 million, respectively, and the higher effective interest rate. Additionally, in 2019 we only had debt outstanding for the last 3 months, and the average level of debt outstanding for 2019 and 2020 was $2.5 million and $26.3 million, respectively.

Income Taxes

Income taxes for the Predecessor period, from January 1, 2019 through September 23, 2019, was driven by a nominal amount of Texas franchise tax expense.

Income taxes for the Intermediate Successor period, from September 24, 2019 through December 31, 2019, was driven by a nominal amount of Texas franchise tax expense.

Income taxes for the Intermediate Successor period, from January 1, 2020 through October 8, 2020, was driven by $0.1 million of Texas franchise tax expense.

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Income taxes for the Successor period, from October 9, 2020 through December 31, 2020, was driven by a nominal amount of Texas franchise tax expense.

Liquidity and Capital Resources

Historically, our cash requirements have principally been for working capital purposes. We fund our working capital, primarily inventory, and accounts receivable, from cash flows from operating activities, cash on hand, and borrowings under our Credit Facility. We expect to incur approximately $6.2 million of capital expenditures in 2021 in connection with the buildout of our new headquarters.

On May 12, 2021, we entered into the Credit Facility. At June 30, 2021, we had $7.9 million in cash on hand and $186.0 million in outstanding borrowings under the Credit Facility. The borrowing capacity on the Credit Facility was $250.0 million as of June 30, 2021, resulting in $64.0 million availability for future borrowings.

The recent changes in our working capital requirements generally reflect the growth in our business. Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, we believe that our available cash on hand, along with amounts available under our Credit Facility will be sufficient to satisfy our liquidity requirements for at least the next twelve months. However, the continued growth of our business, including our expansion into international markets, may significantly increase our expenses (including our capital expenditures) and cash requirements. Furthermore, we will continue to seek possible brand and mission consistent acquisition opportunities that would require additional capital. In addition, the amount of our future product sales is difficult to predict, and actual sales may not be in line with our forecasts. As a result, we may be required to seek additional funds in the future from issuances of equity or debt, obtaining additional credit facilities, or loans from other sources.

Cash Flows


	INTERMEDIATE
	SUCCESSOR			SUCCESSOR
(dollars in thousands)	Six Months Ended June 30, 2020			Six Months Ended June 30, 2021
Cash flows provided by (used in):
Operating activities	$	15,933		$	(6,931	)
Investing activities		(376	)		(20,946	)
Financing activities		(2,012	)		3,006

	$	13,545		$	(24,871	)


	PREDECESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			SUCCESSOR			Combined
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
	Period from January 1, 2019 through September 23, 2019			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2020 through October 8, 2020			Period from October 9, 2020 through December 31, 2020			Fiscal Year Ended December 31, 2019			Fiscal Year Ended December 31, 2020
										(dollars in thousands)
Cash flows provided by (used in):
Operating activities	$	(425	)		$(19,392)		$	27,087		$	5,592		$	(19,817	)	$	32,679
Investing activities		(77	)		(52,350	)		(661	)		(273,441	)		(52,427	)		(274,102	)
Financing activities		(2,785	)		76,767			(19,530	)		300,602			73,982			281,072

	$	(3,287	)	$	5,025		$	6,896		$	32,753		$	1,738		$	39,649

Operating activities

Our cash flow from operating activities consists primarily of net income (loss) adjusted for certain non-cash items. Adjustments to net income (loss) for non-cash items primarily include depreciation and amortization,

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amortization of debt issuance costs, and deferred income taxes. In addition, our operating cash flows include the effect of changes in operating assets and liabilities, principally inventory, accounts receivable, income taxes, prepaid expenses, deposits and other assets, accounts payable, accrued expenses, and deferred revenue.

Net cash provided by operating activities was $15.9 million in the Intermediate Successor period for the six months ended June 30, 2020, compared to net cash used in operating activities of $6.9 million in the Successor period for the six months ended June 30, 2021. The increase in cash used in operating activities was primarily due to the following:

•

changes in inventory decreased operating cash flow by $32.4 million, primarily driven by purchases of additional inventory to meet the increased demand of our products;

•

changes in deferred revenue decreased operating cash flow by $19.4 million, primarily driven by our shipments of previously backordered products;

•

changes in accounts receivable decreased operating cash flow by $9.5 million, primarily driven by an increase in credit sales;

•

adjusting for non-cash items, primarily amortization of intangible assets, increased operating cash flow by $8.7 million; and

•

adjusting for net income, which increased operating cash flow by $30.8 million

Net cash used in operating activities was $0.4 million in the Predecessor period from January 1, 2019 through September 23, 2019. This is primarily due to a decrease in inventory of $4.3 million, a decrease in deferred revenue of $1.6 million, and net loss for the period of $24.5 million. This is offset by an increase in accrued expenses and other current liabilities of $29.7 million.

Net cash used in operating activities was $19.4 million in the Intermediate Successor period from September 24, 2019 through December 31, 2019. This is primarily due to a decrease in accrued expenses and other current liabilities of $23.2 million and net loss for the period of $5.0 million. This is offset by an increase in inventory of $8.4 million.

Net cash provided by operating activities was $27.1 million in the Intermediate Successor period from January 1, 2020 through October 8, 2020. This is primarily due to an increase in accrued expenses and other current liabilities of $37.3 million, an increase in amortization of intangible assets of $2.3 million, and an increase in deferred revenue of $2.3 million. This is offset by net loss for the period of $15.9 million.

Net cash provided by operating activities was $5.6 million in the Successor period from October 9, 2020 through December 31, 2020. This is primarily due to an increase in the fair value of contingent consideration related to the 2020 change in control of $19.1 million, and an increase in the deferred revenue balance of $17.9 million. This is offset by a decrease in accrued expenses and other current liabilities of $22.8 million, and net loss for the period of $8.3 million.

On a combined basis, net cash used in operating activities was $19.8 million in 2019, compared to net cash provided by operating activities of $32.7 million in 2020. The increase in cash provided by operating activities was primarily due to the following:

•

changes in accrued expenses and other liabilities increased operating cash flow by $8.1 million, primarily driven by the accrual for transaction related expenses around the change in control transaction in 2020;

•

changes in deferred revenue increased operating cash flow by $21.8 million, primarily driven by a large increase in orders on our website in Q4 2020 resulting in product backorders;

•

adjusting for non-cash items, primarily amortization of intangible assets, increased operating cash flow by $4.8 million; and

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•

non-cash changes in fair value of contingent consideration by $18.2 million.

Investing activities

Net cash used in investing activities was $0.4 million in the Intermediate Successor period for the six months ended June 30, 2020, and $20.9 million in the Successor period for the six months ended June 30, 2021. Our investing activities primarily relate to the assets and liabilities acquired in the Oru acquisition of $19.1 million as well as purchases of property and equipment of $1.4 million. The increase in purchases of property and equipment is due to purchases of property and equipment of $1.8 million in the Successor period as compared to purchases of property and equipment of $0.4 million in the Intermediate Successor period.

Net cash used in investing activities was $0.1 million in the Predecessor period from January 1, 2019 through September 23, 2019. This is due to $0.1 million of property and equipment purchases.

Net cash used in investing activities was $52.4 million in the Intermediate Successor period from September 24, 2019 through December 31, 2019. This is primarily due to the 2019 change in control transaction that resulted in $52.3 million of total assets acquired and liabilities assumed.

Net cash used in investing activities was $0.7 million in the Intermediate Successor period from January 1, 2020 through October 8, 2020. This is due to $0.7 million of property and equipment purchases.

Net cash used in investing activities was $273.4 million in the Successor period from October 9, 2020 through December 31, 2020. This is primarily due to the 2020 change in control transaction that resulted in $273.1 million of total assets acquired and liabilities assumed.

On a combined basis, net cash used in investing activities was $52.4 million in 2019 and $274.1 million in 2020. Our investing activities primarily relate to the assets and liabilities acquired in 2019 and 2020 of $273.1 million and $52.3 million, respectively, in connection with the change of control transactions.

Financing activities

Net cash used in financing activities was $2.0 million in the Intermediate Successor period for the six months ended June 30, 2020, compared to cash provided by financing activities of $3.0 million in the Successor period for the six months ended June 30, 2021. The increase in cash provided by financing activities was primarily due to the proceeds from the revolving credit facility of $186.0 million, offset by the repayment of long-term debt $45.0 million, increase in the payment of member tax distributions of $34.0 million, increase in the payment of contingent consideration of $97.9 million, and additions to debt issuance costs of $3.3 million. The increase in payment of member tax distributions is due to $34.7 million of distributions paid in the Successor period, as compared to $0.6 million paid in the Intermediate Successor period. The increase in payment of contingent consideration is due to $100.0 million of consideration paid in the Successor period, as compared to $2.1 million paid in the Intermediate Successor period.

Net cash used in financing activities was $2.8 million in the Predecessor period from January 1, 2019 through September 23, 2019. This is due to $2.8 million of member tax distributions.

Net cash provided by financing activities was $76.8 million in the Intermediate Successor period from September 24, 2019 through December 31, 2019. This is primarily due to proceeds from the issuance of Class A-1 units of $54.4 million and net proceeds from long-term debt of $28.8 million. This is offset by repayment of long-term debt of $5.2 million and member tax distributions of $1.2 million.

Net cash used in financing activities was $19.5 million in the Intermediate Successor period from January 1, 2020 through October 8, 2020. This is primarily due to repayment of debt of $14.3 million, member tax distributions of $3.8 million, and payment of contingent consideration related to the 2019 change in control event of $2.1 million.

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Net cash provided by financing activities was $300.6 million in the Successor period from October 9, 2020 through December 31, 2020. This is primarily due to proceeds from the issuance of Class A units of $250.0 million and net proceeds from long-term debt of $118.3 million. This is offset by repayment of debt of $55.0 million and member tax distributions of $12.7 million.

On a combined basis, net cash provided by financing activities was $74.0 million in 2019 and $281.1 million in 2020. The increase in cash provided by financing activities in 2020 was primarily due to the proceeds from the issuance of Class A units of $250.0 million, as well as additional net proceeds from the incurrence of long-term debt of $89.5 million, in the change of control transactions. These increases in cash were offset by the additional repayment of long-term debt of $64.1 million and member tax distributions of $12.6 million in 2020. Further, in 2019, we had proceeds from Class A-1 units of $54.4 million, while there were no proceeds from Class A-1 units in 2020.

Credit Facility

On May 12, 2021, we entered into a new Credit Facility, and we subsequently amended the Credit Facility on June 2, 2021. On September 1, 2021, we entered into a second amendment to the Credit Facility to further increase the amount of revolving credit available under the Credit Facility and to provide for the borrowing of term loans in an initial amount of $100.0 million.

As so amended, the Credit Facility allows us to borrow up to $350.0 million of revolving loans, including the ability to issue up to $20.0 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under the Credit Facility, it does reduce the amounts available under the Credit Facility. The Credit Facility expires on May 12, 2026. All borrowings under the Credit Facility bear interest at a variable rate based on prime, federal funds, or LIBOR plus an applicable margin based on our total net leverage ratio (as defined in the Credit Facility). Interest is due on the last business day of each March, June, September and December. At June 30, 2021, we had $186.0 million in outstanding borrowings on the Revolving Credit Facility.

Other Terms of the Credit Facility

We may request incremental term loans, incremental equivalent debt, or revolving commitment increases (we refer to each as an Incremental Increase) in amounts such that, after giving pro forma effect to such Incremental Increase, our total secured net leverage ratio (as defined in the Credit Facility) would not exceed the then-applicable cap under the Credit Facility. In the event that any lenders fund any of the Incremental Increases, the terms and provisions of each Incremental Increase, including the interest rate, shall be determined by us and the lenders, but in no event shall the terms and provisions, when taken as a whole and subject to certain exceptions, of the applicable Incremental Increase, be more favorable to any lender providing any portion of such Incremental Increase than the terms and provisions of the loans provided under the Credit Facility unless such terms and conditions reflect market terms and conditions at the time of incurrence or issuance thereof as determined by us in good faith.

The Credit Facility is (a) jointly and severally guaranteed by the Guarantors and any future subsidiaries that execute a joinder to the guaranty and related collateral agreements and (b) secured by a first priority lien on substantially all of our and the Guarantors’ assets, subject to certain customary exceptions.

The Credit Facility requires us to comply with certain financial ratios, including:

•

at the end of each fiscal quarter, a total net leverage ratio (as defined in the Credit Facility) for the four quarters then ended of not more than: 4.00 to 1.00, for each quarter ending in 2021, 2022, and on June 30, 2023; 3.75 to 1.00, for each quarter ending June 30, 2023 through March 31, 2024; and 3.50 to 1.00, for each quarter ending June 30, 2024 or thereafter;

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•

at the end of each fiscal quarter commencing with the quarter ending September 30, 2021, an interest coverage ratio (as defined in the Credit Facility) for the four quarters then ended of not less than 3.00 to 1.00.

In addition, the Credit Facility contains customary financial and non-financial covenants limiting, among other things, mergers and acquisitions; investments, loans, and advances; affiliate transactions; changes to capital structure and the business; additional indebtedness; additional liens; the payment of dividends; and the sale of assets, in each case, subject to certain customary exceptions. The Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the Credit Facility to be in full force and effect, and a change of control of our business. We were in compliance with all covenants under the Credit Facility as of June 30, 2021.

Subordinated Debt – Related Party

On October 9, 2020, Solo DTC Brands, LLC entered into a Note Purchase Agreement, or the Summit Note Agreement, by and among itself, the guarantors party thereto from time to time, the purchasers party thereto, and Summit Partners Subordinated Debt Fund V-A, L.P., as the Purchaser Representative. Pursuant to the terms of the Summit Note Agreement, certain affiliates of Summit Partners, L.P. purchased from Solo DTC Brands, LLC $30 million of senior subordinated notes, or the Summit Notes.

The Summit Notes bear interest at a rate of 12% per annum, with principal due on October 9, 2026. The Summit Notes are also subject to mandatory prepayment, plus accrued interest and related mandatory prepayment premium, upon the occurrence of certain liquidity events described in the Summit Note Agreement, including this offering.

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of June 30, 2021.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing the consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.

The critical accounting policies that reflect our more significant judgments and estimates used in the preparation of our consolidated financial statements include those noted below. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Inventory

Inventories are comprised primarily of finished goods and are recorded at the lower of cost or net realizable value. Cost is determined using average costing that approximates actual cost on a first-in, first-out (FIFO) method. Obsolete or slow-moving inventory are written down to estimated net realizable value. Related to both the 2019 and 2020 changes in controls and the Oru acquisition, inventory was revalued to its fair value at the transaction based on market approach as of the acquisition date.

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Goodwill and Intangible Assets

Goodwill is determined based upon the excess enterprise value of the Company over the estimated fair value of assets and liabilities assumed at acquisition date. Intangible assets are comprised of brand, patents, customer relationships, developed technology and trademark. Goodwill and intangible assets are recorded at their estimated fair values at the date of acquisition. We review goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of each fiscal year and on an interim basis whenever events or changes in circumstances indicate the fair value of such assets may be below their carrying value. In conducting our annual impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If factors indicate that the fair value of the asset is less than its carrying value, we perform a quantitative assessment of the asset, analyzing the expected present value of future cash flows to quantify the amount of impairment, if any.

For our annual goodwill and indefinite lived intangibles impairment tests in the fourth quarters of 2020 and 2019, we performed a qualitative assessment to determine whether the fair value of goodwill and indefinite lived intangibles was more likely than not less than the carrying value. Based on timing of change in control events, economic conditions and industry and market considerations, we determined that it was more likely than not that the fair value of goodwill and indefinite lived intangibles was greater than their carrying value; therefore, the quantitative impairment test was not performed. As a result, there was no impairment charge recognized for the years 2020 and 2019.

Related to the Oru acquisition and both the 2019 and 2020 changes in control, we engaged a third-party valuation specialist to determine the fair value of the intangible assets as of the acquisition date. The fair value was based on certain key assumptions including forecasted models projecting the operations of the business subsequent to the acquisition.

Acquired definite lived intangible assets subject to amortization are amortized using the straight-line method over the estimated useful lives of the assets. The useful lives for intangible assets subject to amortization are as follows as of June 30, 2021:


	Useful Life
Brand		15 Years
Patents		8 Years
Customer relationships		6-8 Years
Developed technology		6 Years
Trademark		9 Years

Revenue Recognition

The Company primarily engages in direct-to-consumer transactions, which is comprised of product sales directly from the Solo Stove website, and business-to-business transactions, which is comprised of product sales to retailers, including where possession of the Company’s products is taken and sold by the retailer in-store or online.

As discussed in the “Recently Adopted Accounting Standards” section in Note 1 of the notes to consolidated financial statements, the Company adopted the new revenue recognition standard on January 1, 2019, on a modified retrospective basis only to contracts that were not complete at the date of initial application. There was no material cumulative effect of initially applying the standard. See Note 3 for further information.

For the Company’s direct-to-consumer and wholesale transactions, performance obligations are satisfied at the point of shipment. To determine the point in time at which a customer obtains control of a promised asset and the Company satisfies a performance obligation, the Company considered the following:

The Company has a present right to payment for the asset

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The customer has legal title to the asset

The Company has transferred physical possession of the asset

The customer has the significant risks and rewards of ownership of the asset

The customer has accepted the asset.

There are no significant extended payment terms with our customers. Payment is due at the time of sale on our website for our direct-to-consumer transactions. Our business-to-business customers’ payment terms vary depending on the contract with each retailer, but the most common is net 30 or net 60 days.

Under ASC 606, revenue is recognized for the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. The consideration promised in a contract with a customer includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including cash discounts and rebates, are deducted from gross sales in determining net sales. Variable considerations also include the portion of goods that are expected to be returned and refunded. Any consideration received (or receivable) that the Company expects to refund to the customer will be recognized as a refund liability. Our refund liability is based on historical experience and trends. Net sales include shipping costs charged to the customer and is recorded net of taxes collected from customers, which are remitted to government authorities.

We offer a lifetime warranty on our products to be free of manufacturing defects. We do not warranty our products against normal wear or misuse. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, such warranties are accounted for under ASC 460, Guarantees.

For periods prior to the adoption of the new revenue recognition standard, revenue was recognized when (i) there was a contract or other arrangement of sale, (ii) the sales price was fixed or determinable, (iii) title and the risks of ownership had been transferred to the customer, and (iv) collection of the receivable was reasonably assured. Sales to business-to-business customers were recognized when title and the risks and rewards of ownership had passed to the customer, based on the terms of the sale. E-commerce sales were generally recognized when the product had been shipped from our warehouse.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see “Recently Adopted Accounting Pronouncements” and “Recently Issued Accounting Standards—Not Yet Adopted” in Note 2 to the audited consolidated financial statements of Holdings included elsewhere in this prospectus.

Internal Control Over Financial Reporting

Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk. In order to maintain liquidity and fund business operations, we have a long-term credit facility that bears a variable interest rate based on prime, federal funds, or LIBOR plus an applicable margin based on our total net leverage ratio. As of June 30, 2021, we had indebtedness of $186.0 million under our

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Credit Facility. The nature and amount of our long-term debt can be expected to vary as a result of future business requirements, market conditions, and other factors. We may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations, but as of June 30, 2021, we have not entered into any such contracts. A 100 bps increase in LIBOR would increase our interest expense by approximately $1.9 million in any given year.

Inflation Risk. Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and SG&A expenses as a percentage of net sales, if the selling prices of our products do not increase with these increased costs.

Commodity Price Risk. The primary raw materials and components used by our contract manufacturing partners include stainless steel and aluminum. We believe these materials are readily available from multiple vendors. We have, and may continue to, negotiate prices with suppliers of these products on behalf of our third-party contract manufacturers in order to leverage the cumulative impact of our volume. We do not, however, source significant amounts of these products directly. Certain of these products use petroleum or natural gas as inputs. However, we do not believe there is a significant direct correlation between petroleum or natural gas prices and the costs of our products.

Foreign Currency Risk. Our international sales are primarily denominated in U.S. dollars. As of June 30, 2021, net sales in international markets accounted for 5.7% of our consolidated revenues. During 2020, net sales in international markets accounted for 3.2% of our consolidated revenues. Therefore, we do not believe exposure to foreign currency fluctuations would have a material impact on our net sales. A portion of our operating expenses are incurred outside the Unites States and are denominated in foreign currencies, which are also subject to fluctuations due to changes in foreign currency exchange rates. In addition, our suppliers may incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our gross margin. In addition, a strengthening of the U.S. dollar may increase the cost of our products to our customers outside of the United States. Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. However, we believe that the exposure to foreign currency fluctuations from operating expenses is not material at this time.

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BUSINESS

Our Mission

Who We Are

Solo Brands is a large, rapidly growing DTC platform that operates four premium outdoor lifestyle brands—Solo Stove, Oru, ISLE, and Chubbies apparel. Our brands develop innovative products and market them directly to customers primarily through e-commerce channels. Our platform is led by our largest brand, Solo Stove, which was founded in 2011 by two brothers seeking to bring family together in the outdoors. Our founders combined their passion for e-commerce with their love of the outdoors to create a digitally-native platform to market the revolutionary Lite, an ultralight portable backpacking camp stove that can boil water in under 10 minutes using just twigs, sticks, and leaves. Solo Stove followed the success of the Lite with the launch of its iconic, stainless steel, virtually smokeless fire pits in 2016. We pioneered a new product category that has helped foster a loyal community of enthusiasts and furthers our efforts to bring people together. Since we launched our fire pit product, Solo Stove has grown at a compounded annual growth rate of 132% from 2016 through the twelve-month period ended June 30, 2021.

Our “plug and play” digital DTC platform provides distinct competitive advantages, including an attractive financial profile and a unique ability to acquire and operate outdoor brands that broaden our product assortment and share our values of authenticity, product quality, and community. Through our DTC model, we develop a direct connection with our customers, receive real-time feedback that informs our product development roadmap and digital marketing decisions, and enhance our brands. This deep connection with our customers helps to drive an attractive return on marketing spend and positions us to capitalize on a significant runway of future expansion. We believe that our DTC platform creates a flywheel effect of rapid growth, scalability, and robust free cash flow generation which, in turn, enables us to re-invest in product innovation, strategic acquisitions, marketing and global infrastructure.

Platform Designed to Create Outdoor and Backyard Heroes

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Our diverse products include:

LOGO

Recent Financial Results

During our fiscal year 2020, we achieved the following results on a pro forma basis, giving effect to the Transactions and the Chubbies Acquisition as if they had occurred on January 1, 2020:

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Net sales of $177.5 million;

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Net loss of $80.1 million;

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Gross margin of 57.6% of net sales;

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Adjusted Net Income of $68.7 million;

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Adjusted EBITDA of $61.0 million; and

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Adjusted EBITDA margin of 34.4% of net sales.

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Net sales of $207.7 million;

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Net income of $38.3 million;

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Gross margin of 68.2% of net sales;

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Adjusted Net Income of $62.5 million;

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Adjusted EBITDA of $73.0 million; and

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Adjusted EBITDA margin of 35.1% of net sales.

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LOGO

Our Competitive Strengths

A Leading Digitally-Native DTC Lifestyle Disruptor

We go-to-market with a digital-first strategy that prioritizes a direct connection with customers through e-commerce channels. Our brands generate the vast majority of sales directly through their own websites. In fiscal year 2020 our currently owned brands’ websites accounted for 84% of Solo Brands sales. We supplement our website channel via relationships with select third-party e-commerce marketplaces, such as Amazon. Together, these DTC channels generated 92% of Solo Brands fiscal year 2020 sales.

Our DTC model enables us to communicate directly with our customers, which provides real-time customer insights, control of pricing and brand messaging, and helps cultivate a loyal following. Our ownership of the customer relationship drives our data-driven sales and marketing engine that leverages the power of consumer information, including intent trends, purchasing history, and direct contact via email and text messaging. Our expertise with data and our expansive digital infrastructure position us as an agile, fast-moving leader in the DTC lifestyle marketplace. The power of real-time information allows us to rapidly adapt to changing customer preferences, drives our culture of innovation, and enhances our customer acquisition strategy. This constant feedback loop supports a shortened innovation timeline which is designed to enable us to acquire and retain customers efficiently and deliver disruptive products to the market faster than competitors who primarily rely on strategic retail channels.

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we do not rely on them to connect with our customers. Our brands are positioned to leverage the full potential of our DTC model. We believe our mix of revenue generated in our DTC channels is unique within the outdoor products industry and provides us with significant advantages relative to our competitors.

Product Excellence and Leading Product Development Capabilities

We have built a product development organization and supply chain that enables us to design, prototype, and launch products quickly. Our rapid new product launches have quickly contributed to our overall performance—for example, in fiscal year 2020, approximately 18% of Solo Brands revenue was generated from products launched in 2019.

Passionate and Emotional Connection with our Community of Customers

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Scalable Infrastructure to Support Growth

Highly Attractive Financial Profile

We have an attractive, scalable financial model that delivers a rare combination of rapid growth, industry-leading profitability, and strong free cash flow generation.

On a pro forma basis giving effect to the Transactions and the Chubbies Acquisition as if they had occurred on January 1, 2020, Solo Brands generated sales of $177.5 million in fiscal year 2020, a net loss of $80.1 million and a gross margin of 57.6% of net sales. During the same time period, Solo Brands’ pro forma Adjusted EBITDA was $61.0 million, and our pro forma Adjusted EBITDA margin was 34.4% of net sales. Through the first six months of fiscal year 2021, on a pro forma basis giving effect to the Transactions and the Acquisitions as if they had occurred on January 1, 2021, Solo Brands generated sales of $207.7 million, net income of $38.3 million, and a gross margin of 68.2% of net sales. During the same time period, Solo Brands’ Adjusted EBITDA was $73.0 million, and our pro forma Adjusted EBITDA margin was 35.1% of net sales. Our strong profitably is underpinned by a high Average Order Value, or AOV, superior unit economics, attractive return on marketing spend, and a strong repeat purchase rate which represented approximately 36% of total website orders for our currently owned brands during fiscal year 2020, led by our Chubbies brand, which generated a repeat purchase rate of 47.9%. For additional information, including a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures and a description of the adjustments and assumptions underlying the pro forma financial information, see “Summary Historical, Combined Historical and Pro Forma Financial Data” and “Unaudited Pro Forma Consolidated Financial Information”.

Experienced and Culture-Driven Leadership Team

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Our Growth Strategies

We intend to grow sales and profitability through the following growth strategies:

Increase U.S. Brand Awareness

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Product Innovation and Category Creation Expands our Community of Customers

Real-time, direct engagement with our community of customers informs our innovation pipeline. Customer requests inspired the successful design and launch of our most popular fire pit in 2016 and they have similarly informed our launches of other accessories. Our proprietary customer insights enhance our ability to launch and scale new products with high confidence, while driving attractive repeat purchasing behavior. As we continue to enhance our product offering with customization options, accessories, and consumables, we believe customer engagement will continue to increase and further enhance customer Life-Time-Value, or LTV.

Complementary Acquisitions that Leverage Our Platform’s Infrastructure and Expand Our TAM

Strategic Channel Expansion

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channels. Certain retailers with whom we have partnered allow us to provide additional marketing and purchase opportunities for our customers looking for an in-person, tactile experience. We continue to align with retail partners that support our brand image and share our passion and dedication for innovative, high quality products of uncompromising design and performance.

International Expansion

Our Industry and Opportunity

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rapid pace; however, we believe that Oru’s and ISLE’s combined fiscal year 2020 revenue represented approximately 3% of this attractive market. In addition to category size, we consider our market opportunity in terms of the number of addressable customers who may have interest in the Solo Brands product offering with our current products and price points.

We aim to continue expanding our addressable market opportunity and growing our brand penetration by leveraging our culture of innovation across our platform.

Shifts in Consumer Behavior Providing Tailwinds for Solo Brands

Increasing Participation in Outdoor Leisure and Recreation

Reverse Urbanization Driving Outdoor Leisure and Recreation Spending

Expanding Desire for Experiences and Community

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Increasing Spending Power and Home Buying of Digital-First Generations

Our products appeal broadly across many demographics, and particularly with younger consumers. Young consumers (ages 18 to 44) accounted for approximately 50% of Solo Brands’ website traffic during 2020. Millennials (ages 25 to 40) and Generation Z consumers (ages 9 to 24) represented approximately $1 trillion of spending power in the United States in 2020. Millennials are in their peak home buying and consumption years, with an estimated 72 million consumers between the ages of 25 and 40 according to U.S. census data. It is estimated that Millennials currently make up 38% of homebuyers and that proportion is expected to increase over the next few years.

Furthermore, we believe that post-baby boomer generations, inclusive of Generation X (ages 41 to 56), Millennials and Generation Z, shop through digital channels, the distribution channels through which a substantial majority of our net sales are generated, more than prior generations. Within the outdoor and leisure recreation category, the e-commerce segment experienced the highest year-over-year growth in 2020 at 65%, according to P.J. Solomon. We believe that over the next 10+ years, the shift toward online shopping and digitally-native brands will continue to disrupt traditional brick and mortar, as well as traditional consumer products. Solo Brands is well positioned to expand its platform to include strong DTC brands that have built large and loyal followers by creating emotional connections between their customers, products, and their brand. We believe this will strengthen our platform of powerful brands with unified synergies across digital marketing, warehousing, fulfillment, and supply chain.

Our Products

At Solo Brands, we operate a platform of rapidly growing DTC lifestyle brands that offer high quality products directly to our customers—Solo Stove, Oru, ISLE, and Chubbies. Our business is underpinned by the Solo Stove brand, which traces its origin to the revolutionary Solo Stove Lite—our first disruptive DTC product offering that brought together a loyal community of enthusiasts who power our brands and platform to this day. Building on that success, we have created a disruptive range of similarly ingenious, easy-to-use products that are designed to reach a broad community of customers. We strive to consistently deliver innovative and high-performing products that revolutionize the outdoor experience, build community, and help everyday people reconnect with what matters most.

We believe that our real-time customer feedback loop, culture of innovation, and management track record of scaling digitally-native brands enable us to design and offer products that meet evolving customer needs, share resources, and reduce expenses across our platform. We continue to explore new categories through direct customer feedback and a relentless focus on innovation to market through our DTC platform and infrastructure.

Our products are carefully designed to maximize performance while minimizing complexity. We create highly functional, yet simple products that are both durable and easy-to-use. For example, many of Solo Stove’s product lines utilize our Signature 360º Airflow Design^™. This design uses rising hot air and the absence of oxygen created by the combustion process, to reduce smoke while pulling air through bottom vent holes. This air movement captures smoke before it escapes and fuels the fire at its base, driving a boost of preheated air through vent holes at the top of the burn chamber to create an unrivalled experience around the fire.

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LOGO

Our Oru Kayak is the original origami kayak that allows users to go from box to boat in a matter of minutes. The kayaks are designed using high-tech OruPlast^™ technology. OruPlast^™ is created from five millimeter double-layered, custom-extruded polypropylene with a 10-year UV treatment, which enables the kayaks to be lightweight, incredibly puncture resistant, and built to last.

At Chubbies, we built the original 5.5” inseam elastic waistband short, revolutionizing a stagnant category and driving a market-wide trend to shorter inseams and more comfortable men’s apparel. That ingenuity didn’t stop there. As we expanded into swimwear and transitioned from upstart to a market leader, we’ve continued to pave a path of innovation and leadership. Our recent introduction of lined swim trunks has redefined quality in the men’s swim category.

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Stoves


We revolutionized the camp stove category with the launch of our Solo Stove Lite in 2011. This ultralight and portable product does not require synthetic fuel and can boil water in under 10 minutes using just twigs, sticks, and leaves found outside. Today, our Stoves include the Lite, Titan, and Campfire, each of which is wood burning and incorporates our secondary burn technology, creating a hotter flame great for cooking. Each Stove also has a variety of cooking pots and accessories. As of June 30, 2021 excluding bundles, our Stove product line includes 3 SKUs with Average Sales Prices from our website, or ASP, ranging from $61.00 to $96.00.

Fire Pits


We created a new fire pit category in late 2016 with our portable, low smoke product offerings. Solo Stove fire pits provide a mesmerizing, virtually smokeless fire experience in minutes, anywhere our customers want to be—in the mountains under the stars, on the beach, at the campground, tailgating at the game, or at home in the backyard—our products are designed to go where you go. The Solo Stove fire pit product offering includes the Ranger, Bonfire, and Yukon, each of which burns wood fuel to a fine ash for easy cleaning. Made of lightweight, durable stainless steel, our fire pits start at only 15 pounds and epitomize the Solo Stove brand promise of uncompromising quality, portability, and function. As of June 30, 2021 excluding our bundles, our Fire Pit product line includes 3 SKUs with ASP ranging from $217.00 to $491.00.

Cooking


In 2020, we launched the Grill which incorporates our secondary burn technology to create a convective heating environment that cooks quickly and makes grilling fun and easy. Our initial entry into cooking has redefined the backyard cookout with a sitting-height grill designed to be the center of the action, fostering interactive grilling experiences the whole family can enjoy. With an easy setup and durable stainless steel design, the Solo Stove grill is portable, burns hotter, and creates less mess, less wait, and more fun. We continue to see opportunity for expansion in the cooking category. We recently introduced the Cook Top, a dynamic, easy-to-use fire-pit insert that holds a cooking surface, and grilling Tools to further enhance our customers’ cooking experiences. As of June 30, 2021 our cooking product line includes 11 SKUs with ASP ranging from $30.00 to $475.00.

Recreation

Oru Kayak


Through the acquisition of Oru in 2021, we expanded our product portfolio and our customer reach. Oru offers premier kayaks that require minimal storage space, are portable, and easy-to-use. The Oru brand includes five kayak models, the Inlet, Beach LT, Bay ST, Coast XT, and Haven. Built with durable, corrugated OruPlast^™ technology, our kayaks offer premium quality, exceptional control and stability, and starting at just 20 pounds, they are highly portable and can be transported in the trunk of a small car or carried on public transportation. As of June 30, 2021 our Oru product line of kayaks includes 22 SKUs with ASP ranging from $899.00 to $2,199.00.

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ISLE Paddle Boards


Through the acquisition of ISLE in 2021, Solo Brands expanded its aquatic recreation product offering with an exciting, high-growth 100% DTC brand. ISLE produces high-quality stand-up paddle boards with colorful designs that are engineered to accommodate every skill level, style, and interest. ISLE offers ten models across seven product categories—Inflatables, Yoga, Fishing, All Around, Touring, Surf, and Epoxy. With an emphasis on form and function, ISLE’s products are intended to help users reconnect with the simple joy of getting outside, and their innovative portable designs allow users take them anywhere they can find floatable water. As of June 30, 2021, ISLE’s product line of paddle boards includes 24 SKUs with ASP ranging from $745.00 to $1,295.00.

Storage


Launched in 2021, the Station provides an optimized storage solution for fire pits, firewood, and other accessories. The Station provides highly functional storage that enables our customers to keep their outdoor products in one convenient location. Built to withstand ice, rain, and snow with a powder-coated aluminum frame and a UV-coated cover, the Station’s dual shelf design supports a carrying weight of up to 250 pounds. The Station has broadened our consumer reach and was designed in response to real-time consumer feedback. As of June 30, 2021, our storage product line includes one SKU and an ASP of $410.00.

Lifestyle Apparel


Through the acquisition of Chubbies in 2021, Solo Brands expanded its product portfolio to include lifestyle apparel. Chubbies is a fun-loving, premium apparel brand that offers well-fitted comfortable clothing with unique style. The Chubbies brand has five main product lines—Swim Trunks, Casual Shorts, Sport, Polos + Shirts, and Lounge. Created with high performance stretch fabric, Chubbies offers premium quality with a lightweight and breathable design that can be worn anywhere and anytime. As of June 30, 2021 our Chubbies product line includes 5,912 SKUs with ASP ranging from $10.00 to $149.50.

Consumables


Consumables provide a high margin, recurring revenue stream that increases customer lifetime value and supports repeat purchases and engagement with our community. The consumables category includes fun products that enhance the Solo Brands experience, such as Color Packs, and exciting add-ons, including Starters, All Natural Charcoal, and firewood. As of June 30, 2021, the Consumables product line includes 8 SKUs and ASP ranging from less than $5.00 to $30.00.

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Accessories


Our Accessories are designed to make the Solo Brands experience easier and more memorable. Many accessories are the product of direct customer feedback, satisfying a specific need our community has highlighted. They deepen our relationship with customers, increase order values, and support repeat engagement. The Accessories category spans the Solo Stove, Oru, and ISLE brands and includes products such as the Shelter, Shield, Roasting Sticks, Tools, Paddles, and Pumps. As of June 30, 2021 our Accessories product line includes 642 SKUs and ASP ranging from $1.00 to $375.00.

Product Design and Development

We approach product design and development with the goal of advancing our mission to build community, revolutionize the outdoor experience, and help everyday people reconnect with what matters most. Solo Brands and its products are driven by the “create good” philosophy, and are designed to get you in touch with whatever “good” is for you. We create good products that foster good moments and memories, so our customers can create a good life.

Our products undergo a rigorous development process designed to maximize performance while minimizing complexity, delivering a superior degree of quality, functionality, portability, style, and ease-of-use. Beginning with our Solo Stove Lite, which we invented to lighten a hiker’s pack while delivering uncompromising performance, we have continued to design and develop groundbreaking, high-performance products engineered with purposeful simplicity. We carefully design and engineer every product for immediate enjoyment, free of complexity and intimidating learning curves often found in engineered outdoor and lifestyle products. While employing the same approach that led to the success of our stoves, we have successfully broadened our product line to include virtually smokeless fire pits, grills, and storage units, and added portable kayaks and paddle boards, lifestyle apparel and other accessories.

At Solo Brands, not only are our products innovative, but our approach to innovation stands apart from the competition. We don’t believe in behind-the-curtain intuition-driven design, but rather customer-driven product development. We employ a data-driven approach to portfolio expansion opportunities and a product development process that is guided by direct customer feedback and is designed to allow for exceptionally fast development time from idea to product delivery. Our DTC approach is about digesting all of the data our customers provide us and incrementally enhancing our offerings to drive customer satisfaction and love of our products and brands. We have continued to expand our product lines by designing solutions grounded in customer insights and requests, including new products and accessories and additional sizes of existing product lines, and through strategic acquisitions that complement the Solo Brands platform.

The Solo Brands product design teams control every aspect of our innovation, including design, construction, material performance requirements, manufacturing protocols, supplier selection, packaging specifications, and quality plans. Once we approve the final design and specifications of a new product, depending on the product, we either source materials directly or partner with specialized third-party manufacturers to produce our products according to our performance and quality standards. Each of our brands has established deep relationships with trusted third-party manufacturers—predominantly in China and Southeast Asia, as well as in Mexico through a dedicated facility operated by a manufacturing labor outsourcing company.

We have recently expanded our product development team and are building a new state-of-the-art research and development center at our headquarters to ensure continued design, testing, and quality control while optimizing speed-to-market. Our new space will feature over 10,000 square feet of fabrication, test space, and machinery to facilitate experimentation and the ideation and development of new offerings. We are also expanding Oru’s manufacturing operations in Mexico by adding additional supply lines and seeking additional suppliers for other recreational products.

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Marketing

Our multifaceted marketing strategy engages existing and new customers and has proven instrumental in driving sales and building brand awareness and affinity. We utilize data-driven performance marketing tactics to engage with our targeted customer base and create differentiated brand marketing content designed to drive an authentic customer experience and fuel brand awareness and loyalty for each of our brands independently. We plan to use our membership and loyalty programs to systematically drive lifetime value.

We employ a wide range of marketing tactics and outlets to cultivate our relationships with experts, enthusiasts, and everyday consumers. Our in-house marketing team actively utilizes a combination of digital, social media, traditional, and grass-roots initiatives to support our brand. From 2019 to 2020, we invested $24 million to accelerate brand-building initiatives, including $17 million in digital advertising spending in 2020. As of June 30, 2021, our marketing team had grown to 15 professionals. Our in-house marketing team is a major differentiator and strength for the Company as it allows us to execute quickly, pivot when needed, and do both at a cost far below what it would cost to outsource to marketing agencies. With loyal customers already rooted with each of our brands, we also believe a large opportunity exists for effective cross-marketing.

The core principles of our marketing strategy are as follows:

Brand Messaging

We curate a brand voice that reflects our mission and embodies our “Be The Good” way of living. Since our beginnings, we have recognized the importance of every interaction with our customers. The customer experience is the sum of each and every touch point to our brand, whether initiated by the customer, by us or through friends and family. By purposefully managing our brand identity and every aspect of our brand messaging to embody our vision for a better way of life, we have successfully created a growing community of customers who share our vision and in turn have become advocates for Solo Brands.

Our Company values, described below, speak to this way of living and are fundamental to our highly purposeful and curated approach to brand messaging:

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Boldly Entrepreneurial: We value creativity and originality. We are inquisitive, resourceful, hire great people and seek opportunities for continuous improvement..

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Customer>Company>Self: We are selfless and prioritize the customer above all else. We treat our customers like friends.

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Results-Oriented: We value results. We do what it takes to get the job done. Working hard and smart are the best ways to impact positive results.

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Responsibility: We take ownership over our roles and responsibilities. We make decisions like business owners.

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Trust & Autonomy: Trust is given until proven undeserved. We trust our teammates to make great decisions and push decision authority to all levels in the organization.

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Positivity: We are believers, prideful in our work. We have an optimistic outlook and positive attitude.

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Be The Good: We do business with integrity, in a way our families and friends would be proud of.

Brand Websites: Digital Destinations for Backyard Heroes

Our solobrands.com website serves as a landing page that provides information and links customers to our various brand websites. In addition to being our primary sales channel, our various brand websites provide customers with an immersive product experience that brings our mission to life through high quality photography produced in-house, editorial features, customer-generated content, and testimonials. Across our distinct brands, our websites feature streaming videos of product overviews, recipes, and tutorials for customers to maximize the use and enjoyment of our products. Customers can also access brand blogs, which we use to share customer stories and information on products, and further cultivate the Solo Brands community.

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Direct Engagement on Social Channels

Our flagship website experience is supplemented by our active and growing social media presence. Social media allows us to listen to our customers daily, develop enthusiasm for the brand, celebrate customer experiences and elevate awareness of our products. We use social media to foster a two-way dialogue with our organic communities—we create content to inform and inspire our customers who in turn share feedback that informs our product and content decisions. Additionally, our customers use various social media outlets to curate a substantial amount of user-generated content. We also have Company sponsored Facebook groups dedicated to our brands and are aware of other Facebook groups operated by loyal customers that publicize our products. Cumulatively across our brands’ social media accounts, today we have approximately 1.4 million TikTok followers, approximately one million Instagram followers and over two million Facebook followers. We also plan to increase focus on other channels like Snapchat, YouTube and Twitter.

Data-Driven Performance Marketing

While our website and social media are key components of our strategy, we have also increased efforts towards performance marketing activities. When combined with our community-driven brand marketing, our performance marketing supports attractive customer acquisition and retention metrics. We seek to acquire and retain customers through retargeting, paid search/product listing ads, affiliate marketing, paid social, personalized email marketing, and other digital performance marketing strategies. Our marketing approach reflects our focus on data-driven insights and analytics, and we are constantly striving to optimize our absolute spend, relative spend allocation among marketing channels and the cadence of spend. We use in-platform reporting, our own in-market testing, and a variety of third-party measurement tools to gather and analyze data in an aggregated, de-identified manner.

Sales Channels

We go to market through a digital-first strategy and sell our products primarily through our DTC channels. We are strategically expanding our strategic retail channel domestically through retail partners that support our brand image and share our passion and dedication for innovative, best-in-class products of uncompromising design and performance. Our net sales are concentrated in the United States, though we have a growing international presence.

Direct-to-Consumer

We go-to-market with a digital-first strategy which prioritizes a direct connection with customers through e-commerce channels. Our currently owned brands generate the vast majority of sales directly through their own websites at solostove.com, orukayak.com, islesurfandsup.com, and chubbiesshorts.com. In fiscal year 2020, this accounted for 84% of Solo Brands sales inclusive of owned social channels such as Facebook and Instagram that route visitors to our sites. This is supplemented by our DTC business via relationships with select third-party e-commerce marketplaces, such as Amazon. We believe these sales channels provide incremental sales reach for our business and opportunities to increase awareness for our brands. Together, these DTC channels generated 92% of Solo Brands fiscal year 2020 sales. In 2021, we have continued to make meaningful investments in our e-commerce and digital platform to drive growth, including the implementation of cutting-edge technology, marketing, and analytics to increase speed and ease of use on both our desktop and mobile sites.

Through our owned brand websites, we offer our entire product portfolio and create a unique experience for our customers that reflects some of the same design principles that we incorporate into our products—simple, elegant and high performance. Our sites provide a content-rich and educational shopping experience, inviting customers to experience our brands, learn about our products through extensive overviews, specifications and intuitive FAQs, discover ways to enjoy our products, and hear firsthand from our customers’ experiences with our brands. Customers can access blogs through our websites, where we publish premium digital content, share customer stories and information on products, and further cultivate our community. We believe our DTC platform is replicable and extendible across other outdoor and lifestyle brands.

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Our owned brand websites are also where we engage with our corporate customers, which represent a rapidly growing customer segment, particularly as we introduce additional customization options such as logo etchings to our fire pits. We believe our corporate customers and organizations appreciate our authentic brands and product quality and value the opportunity to attach their brands to Solo Brands products, including to provide valued gifts. Our customized products and corporate sales have meaningfully contributed to sales growth while generating attractive margins. The corporate customers represent opportunities for substantial repeat business.

We also operate five Chubbies retail stores and one ISLE surf pro-shop, which provide additional opportunities to interact directly with our customers in person and strengthen customer relationships.

Wholesale

We have built relationships with well-known outdoor products and sporting goods retailers, such as REI, Dick’s Sporting Goods, Ace Hardware, Scheels, and Academy Sports & Outdoors. We choose our retail partners carefully based on their reputation, demographic, and commitment to appropriately learn and showcase Solo Brands’ portfolio of products, provide hands-on customer service, and abide by our terms and conditions, including consistent adherence to our MAP policy. We also sell products on websites of retailers such as Home Depot, Lowe’s and Bass Pro Shops, among others. These sites give Solo Brands even more online presence in our effort to ensure customers find us wherever they choose to shop for outdoor and recreation products. Our strategic retail channel distribution is supported by our dedicated sales and account management team. This team serves our nationwide retail partner base and identifies potential new retail partners to expand our geographic footprint.

Supply Chain and Quality Assurance

We manage a supply chain of third-party manufacturing and logistics partners to produce and distribute our products. We work with partners who allow for production flexibility, efficiency and scalability, possess capabilities to support new products, meet our expanding sales channel strategies and other required operational needs. We currently have 34 manufacturing partners located in various locations, including China, India, Vietnam, and Mexico.

Our supply chain management team researches materials and equipment, vets potential manufacturing partners, directs our internal demand and production planning, approves and manages product purchasing plans, and oversees product transportation. While we have selected our current manufacturers for commercial and operational reasons, there are currently alternative suppliers that we believe we can qualify and engage to supply products and materials of the same quality, in similar quantities, and on substantially similar terms as our current providers if needed. From time to time, we source new suppliers and manufacturers to support our ongoing innovation and growth, particularly in our more recently introduced product categories, and we carefully evaluate all new suppliers and manufacturers to ensure they share our standards for quality of manufacturing, ethical working conditions and environmental sustainability practices.

Quality is critically important to us and we work closely with our manufacturing partners with respect to product quality and manufacturing process efficiency. As part of our quality assurance program, we have developed and implemented comprehensive product inspection and facility oversight processes that are performed by our employees and third-party resources. They work closely with our suppliers to assist them in meeting our quality standards, as well as improving their production yields and throughput. While we do not directly source significant amounts of raw materials and components for most of our products, we control the specifications for key raw materials used in our products.

Distribution and Inventory Management

A majority of our products are shipped from our manufacturers to one of our three United States distribution centers in Southlake, Texas; Manchester, Pennsylvania; and Salt Lake City, Utah. These distribution centers,

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which we operate, are strategically located across the United States, allowing us to provide faster delivery throughout the United States. The remaining portion of our products are shipped directly to one of our National Retail Partners or one of our distributors.

We have also contracted with third-party logistics companies to store and manage shipments to customers in Canada. We use a warehouse management system at these distribution centers that interfaces with our ERP system so that we can maintain visibility and control over inventory levels and customer shipments. Additionally, we are currently expanding our facility in Southlake, Texas to further increase capacity and recently leased a 72,000 square foot facility in Rotterdam, Netherlands. Our domestic and international warehouses position Solo Brands to reach customers quickly and position us to realize immediate cost savings. We believe our domestic capacity and the capacity of international providers is sufficient to meet our future needs. We manage inventory by analyzing product sell-through, forecasting demand, and working with our supply chain to ensure sufficient availability.

Intellectual Property and Brand Protection

We take the protection of our intellectual property very seriously and have taken a variety of operational and legal measures to protect our distinctive brand, designs, and inventions. Our engineering and industrial design teams collaborate at our Southlake, Texas headquarters to create new products, and are supported by individual product design teams at the various brand levels. As part of this process, all product designs, specifications, and performance characteristics are developed and designed. After these aspects of the process are complete, we seek intellectual property protection, including applying for patents and for registration of trademarks for new classes where applicable.

We own the patents, trademarks, copyrights, trade dress, and other intellectual property rights in the United States that support key aspects of our brand and products. Additionally, we protect our intellectual property rights in certain international jurisdictions on all new products and, as of June 30, 2021, had 14 issued design patents and 47 pending patent applications across 8 countries and the EU. Additionally, as of June 30, 2021, we had 106 trademark registrations and 67 pending trademark applications, covering 27 countries and the EU. We believe these intellectual property rights, combined with our innovation and distinctive product design, performance, and brand name reputation, provide us with a competitive advantage.

We aggressively pursue and defend intellectual property rights to protect our distinctive brand, designs, and inventions. We use third-party enforcement agencies, and have processes and procedures in place to identify, protect, and optimize our IP assets on a global basis. Our experienced legal and brand protection teams initiate claims and remove infringing products to protect our intellectual property assets, including our distinctive designs, copyrights, and trade dress. In the future, we intend to continue to seek intellectual property protection for our new products and prosecute those who infringe against these valuable assets.

Information Technology

Information technology, or IT, systems are integral to our ability to operate, analyze and manage our business, research and develop new products, enhance our customers’ experience, and optimize our operating costs. Our infrastructure is cloud-first, as we believe it provides the most flexibility, scalability, and is inherently resilient with platform level redundancy in networking and computer hardware. We leverage third-party components and software to enhance our platform capabilities and recently implemented upgraded ERP and e-commerce systems to improve our operations and manage our growing company. We utilize leading software solutions for key aspects of our information systems, including Google Workspace, Okta for security, Oracle Netsuite’s ERP system for purchasing, inventory and accounting, Zendesk as our customer service tracking systems, and BigCommerce and Shopify for our ecommerce platforms. We believe our planned systems infrastructure will be sufficient to support our expected growth for the foreseeable future.

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Privacy and Security Requirements

Our marketing practices, as well as our data collection and usage practices, are subject to various laws in different jurisdictions governing the collection, use, access to, sharing, storage, destruction, security, and other processing of personal information, such as the GDPR, U.S. federal and state laws, and consumer protection and other laws. We rely heavily on reputable third-party vendors to gather and store data in compliance with these laws. These laws may require consent from consumers for the use of data for various purposes, including marketing, which we seek to legally obtain.

Competition

We compete in the large outdoor, leisure, recreation, and lifestyle apparel markets and may compete in other addressable lifestyle markets. Competition in our markets is based on a number of factors including product quality, performance, durability, styling, ease-of-use, and price, as well as brand image and recognition. We believe that we have been able to compete successfully on the basis of our superior design capabilities and product development, brands, customer service, and our DTC capabilities. We operate in a category of one and believe that our value proposition and unique branded DTC strategy creates a competitive moat which sets us apart from competition in the broader fragmented outdoor, leisure, recreation, and lifestyle apparel markets.

Human Capital Management

Solo Brands has a seasoned management team with extensive industry experience and a dedicated focus on developing a strong, intentional company culture. We continue to invest in our people, adding key management personnel to our platform with the goal to accelerate our profitable growth, strengthen and complement our existing leadership team, and leverage the sharing of best practices across the platform. Our increasingly well-known portfolio of brands and our culture of innovation, collaboration and personal development enables us to recruit top talent in all areas of our business.

We are focused on recruitment, retention, diversity and training, all areas where we see significant opportunity as we scale and bring on new team members. We believe the dedicated team of Solo Brands employees is a critical factor to our past and future success and intend to continue investing in our team’s well-being. None of our employees are currently covered by a collective bargaining agreement. We have experienced no labor-related work stoppages and believe our relations with our employees are positive and stable. As of June 30, 2021, we had over 250 employees.

Environmental, Social, and Governance

Solo Brands believes in creating good and giving back to the communities that have supported our growth. We have pledged to donate 0.25% of all revenues through Solo Brands to causes relevant to our customers’ communities. We are committed to making a long-term impact through our initiatives which cover a broad range of ESG-related topics, including: environmental sustainability, water conservation, diversity, equity, inclusion, and mental health.

We partner with leading non-profits to drive meaningful change in supporting the conservation of our natural world. For example, our donations to-date as part of our partnerships are expected to result in the planting of more than ten thousand trees across the globe—with the goal of our donations over the next five years supporting the planting of one million trees. We also strive to serve individuals within our communities more directly, and have launched projects and foundations to do so. In 2020, we launched Project Good, which provides free Solo Brands products to people in need and provides a variety of local service projects, and in 2021, we launched Foundation 43, which expands access to mental health and suicide prevention services through local community organizations. We are also committed to fostering diversity in the workplace, with a five year goal of building a Solo Brands workforce that is fully representative of the diverse U.S. population. At Solo Brands, we believe businesses of the future must be accountable for leaving the world better than we found it.

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Facilities

We lease our principal executive and administrative offices located at 1070 S. Kimball Ave., Ste 121, Southlake, Texas 76092, which also includes 40,000 square feet of warehousing. In the fourth quarter of 2021, we are planning to relocate our headquarters to a new 430,000 square foot location at 1001 Mustang Drive, Grapevine, TX 76051. The new headquarters will house our executive and administrative offices, product showroom, and our largest warehousing space. We also lease a 34,000 square foot warehouse in Salt Lake City, Utah and a 111,375 square foot facility in Manchester, Pennsylvania, and have offices in Austin, Texas, and Southern and Northern California. Additionally, we expanded our European fulfillment capabilities by leasing a 72,000 square foot warehouse in Rotterdam, Netherlands. Our warehousing facilities provide sufficient space for our current operations and anticipated growth. Separately, through a manufacturing labor outsourcing company we leverage a dedicated facility in Mexico to manufacture products for the Oru brand. We also lease five Chubbies retail stores and one ISLE retail store.

Legal Proceedings

From time to time, we are involved in various legal proceedings. Although no assurance can be given, we do not believe that any of our currently pending proceedings will have a material adverse effect on our financial condition, cash flows, or results of operations.

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MANAGEMENT

Executive officers, key employees and directors

The following table sets forth information regarding the individuals who have agreed to become our executive officers, key employees and directors upon the completion of this offering, as of the date of this prospectus:


Name	Age		Position(s)
Executive Officers
John Merris		39	President, Chief Executive Officer and Director
Matthew Webb		34	Chief Operating Officer
Samuel Simmons		38	Chief Financial Officer
Kent Christensen		42	General Counsel
Michael Studdard		52	Chief People Officer
Kyle Hency		36	Chief Strategy Officer
Tom Montgomery		35	Chief Digital Officer
Rainer Castillo		36	Chief Product Officer
Non-Employee Directors
Matthew Guy-Hamilton		37	Director
Paul Furer		35	Director
Andrea K. Tarbox		71	Director
Julia Brown		51	Director
Marc Randolph		63	Director

The following are biographical summaries and a description of the business experience of those individuals who serve as officers of Holdings. Upon the consummation of this offering, such individuals will serve in the same capacities at Solo Brands, Inc. The following also contains biographical summaries and a description of the business experience of those individuals who will serve as directors of Solo Brands, Inc.

Executive Officers

John Merris. Mr. Merris has served as our President and Chief Executive Officer since October 2018 and a member of our board of directors since March 2021. Prior to his time with the Company, Mr. Merris served as Chief Revenue Officer and Director of Clarus Glassboards LLC, a manufacturer of glass writing surfaces, from October 2015 to October 2018, and Vice President of Multiview, a business to business media company, from August 2012 to October 2015. Mr. Merris also serves on the board of directors of Fostering Hearts, a non-profit corporation. In 2020, Mr. Merris was recognized as the EY Entrepreneur of the Year Regional Winner. Mr. Merris holds a B.A. in Political Science and Business from Brigham Young University and a M.B.A. from University of Texas at Austin.

We believe Mr. Merris is qualified to serve on our board of directors due to his extensive knowledge and understanding of our business, operations, and global supply chain management.

Matthew Webb. Mr. Webb has served as our Chief Operating Officer since October 2019. Prior to his time with the Company, Mr. Webb served as a Supply Chain Manager, Vice President of Operations and Director at Clarus Glassboards LLC from January 2013 to August 2019. Prior to that, Mr. Webb also served as a Commodity Manager at American Airlines from 2011 to 2013 and as Logistics Support at General Dynamics, a government contractor, from 2010 to 2011. Mr. Webb holds a B.A. in Supply Chain Management from Arizona State University, W.P. Carey School of Business.

Samuel Simmons. Mr. Simmons has served as our Chief Financial Officer since March 2021. Prior to his time with the Company, Mr. Simmons served as Vice President of Finance at LogMeIn Inc., a provider of

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software as a service (SaaS) and cloud-based remote work tools for collaboration, IT management and customer engagement, from 2018 to 2021 and Jive Communications, Inc., a provider to businesses and institutions of cloud-based phone systems and unified communications services, from 2009 to 2018. Mr. Simmons holds a B.S. in Business Administration and Finance from Brigham Young University.

Kent Christensen. Mr. Christensen has served as our General Counsel since March 2021. Prior to his time with the Company, Mr. Christensen was an attorney at Call & Jensen APC, a law firm, from 2009 to 2021. Mr. Christensen holds a B.A. in International Studies from Brigham Young University and a J.D. from University of Arizona James E. Rogers College of Law, where he graduated summa cum laude.

Michael Studdard. Mr. Studdard has served as our Chief People Officer since June 2021. Prior to his time with the Company, Mr. Studdard served as Chief Human Resources Officer at Charter Next Generation, a producer of specialty plastic, from July 2018 to June 2021 and Williamson-Dickie Mfg., Co., a producer of workwear, from 2016 to 2018. Mr. Studdard holds a B.B.A. in Management from Valdosta State University.

Kyle Hency. Mr. Hency has served as our Chief Strategy Officer since September 2021. Prior to that, Mr. Hency was a Co-founder and Chief Executive Officer at Chubbies, Inc. since 2017 and a member of its Board of Directors since 2011. Mr. Hency also served as a Senior Associate for Mainsail Partners from August 2009 to December 2012. Mr. Hency also currently serves on the Board of Directors of Foundation 43, a charitable foundation focused on supporting mental health, Loop Returns, a post-purchase return software company in the Shopify ecosystem and Rumpl, Inc., a digitally native outdoor brand. Mr. Hency holds a BA in Economics from Stanford University.

Tom Montgomery. Mr. Montgomery has served as our Chief Digital Officer since September 2021. Prior to that, Mr. Montgomery was a Co-founder and Chief Digital Officer at Chubbies, Inc. since 2011. Mr. Montgomery also served as an investoment professional at Ridge Ventures from 2009 to 2012. Mr. Montgomery currently serves on the Board of the Directors and as President of Foundation 43, a charitable foundation focused on supporting mental health. Mr. Montgomery holds a BS in Management Science & Engineering from Stanford University.

Rainer Castillo. Mr. Castillo has served as our Chief Product Officer since September 2021. Prior to that, Mr. Castillo was a Cofounder and Chief Product Officer at Chubbies, Inc and has served as a member of its Board of Directors since 2011. He also held positions at Levi Strauss & Co. from 2010 to 2012 and at Gap, Inc. from 2007 to 2010. Mr. Castillo currently serves on the Board of Directors for Foundation 43, a charitable foundation focused on supporting mental health. Mr. Castillo holds a BA in Public Policy from Stanford University.

Directors and Director Nominees

Please see “—Executive Officers” above for the biographical information of John Merris.

Matthew Guy-Hamilton. Mr. Guy-Hamilton has served as a member of our board of directors since October 2020. Mr. Guy-Hamilton is a Managing Director of Summit Partners L.P., a private equity investment company. Mr. Guy-Hamilton joined Summit in 2005, oversees several Summit portfolio companies, and serves as co-head of the Financial Services and Technology Group. Mr. Guy-Hamilton graduated summa cum laude, with a B.A. in Economics, from Colby College. We believe Mr. Guy-Hamilton is qualified to serve on our board of directors due to knowledge of finance, general management, and industry knowledge.

Paul Furer. Mr. Furer has served as a member of our board of directors since October 2020. Mr. Furer is a Principal at Summit Partners L.P. Mr. Furer joined Summit in 2011 and oversees several Summit portfolio companies in the consumer, financial and business services industries. Prior to that, Mr. Furer was an Analyst at Jefferies & Company, from April 2010 to June 2011, and at Bank of America Merrill Lynch, from June 2008 to

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April 2010. Mr. Furer holds a B.S. in Finance from Indiana University, Kelley School of Business and a M.B.A. from Columbia Business School. We believe Mr. Furer is qualified to serve on our board of directors due to his knowledge of strategy, finance and management.

Andrea K. Tarbox. Ms. Tarbox has been a member of our board of directors since August 2021. Ms. Tarbox also serves as CFO and a member of the board of directors for Live Oak Acquisition Corp. II (NYSE: LOKB) and previously served as CFO and a member of the board of directors of Live Oak Acquisition Corp. (NYSE: LOAK). Prior to that, Ms. Tarbox served as Chief Financial Officer and Vice President of KapStone Paper & Packaging (formerly NYSE: KS), from 2007 until 2018. Previously, Ms. Tarbox held positions at various companies, including Uniscribe Professional Services, Inc., a provider of paper- and technology-based document management solutions, Gartner Inc., a research and advisory company, British Petroleum, p.l.c., (NYSE:BP) and Fortune Brands, Inc., a holding company with diversified product lines. Ms. Tarbox earned a B.A. degree in Psychology from Connecticut College and an M.B.A. from the University of Rhode Island. We believe Ms. Tarbox is well-qualified to serve on our board due to her extensive accounting and financial experience, operational background, and her significant experience in acquiring and integrating companies.

Julia Brown. Ms. Brown has been a member of our board of directors since August 2021. Ms. Brown served as the Chief Procurement Officer for Carnival Corporation & Plc, a travel and hospitality company, and previously served as Chief Procurement Officer for Kraft Foods and Mondelez International (post split) a consumer products company, from December 2008 to March 2015. Ms. Brown currently serves on the board of directors of Molson Coors Beverage Company (NYSE: TAP), a Canadian drink and brewing company and Shutterfly LLC. She also serves on non- profit boards including the Board of Trustees of the Chartered Institute of Purchasing and Supply, an organization for the procurement and supply management profession based in the UK and was recently appointed to the board of the Perez Art Museum in Miami. Ms. Brown graduated with Honors, with a Bachelor of Commerce from McMaster University. We believe Ms. Brown is qualified to serve on our board of directors due to her extensive business experience and operational background, and her significant experience in serving on the boards of public and private companies.

Marc Randolph. Mr. Randolph has been a member of our board of directors since August 2021. Mr. Randolph currently serves as the Chief Executive Officer of PodiumCraft Inc, a consulting company that mentors early stage founders and executive teams. Prior to that, he served as the co-founder, director, and served in a sequence of executive level positions at Netflix Inc., a movie and television streaming service, from February 1997 to September 2003. Mr. Randolph also currently serves on the board of directors of several private companies. Mr. Randolph graduated with a B.A. in Geology from Hamilton College. We believe Mr. Randolph is qualified to serve on our board of directors due to his extensive business experience, knowledge of strategy, finance and management.

Corporate Governance

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors. We currently have six directors. Our amended and restated certificate of incorporation and bylaws will provide for the division of our board of directors into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

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In accordance with our amended and restated certificate of incorporation and the Stockholders Agreement, each of which will be in effect upon the closing of this offering, our board of directors will be divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors will be divided among the three classes as follows:

•

the Class I directors will be Matthew Guy-Hamilton and Paul Furer, and their terms will expire at the annual meeting of stockholders to be held in 2022;

•

the Class II directors will be Marc Randolph, Julia Brown and Andrea K. Tarbox and their terms will expire at the annual meeting of stockholders to be held in 2023; and

•

the Class III director will be John Merris, and his term will expire at the annual meeting of stockholders to be held in 2024.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our Company.

Director Independence

Prior to the consummation of this offering, our board of directors undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that Julia Brown, Marc Randolph and Andrea K. Tarbox are each independent as defined under the rules of the NYSE.

Board Committees

Our board will establish four standing committees—audit, compliance and ethics, compensation, and nominating and corporate governance—each of which will operate under a charter that will be approved by our board of directors. Current copies of each committee’s charter will be posted on our website, www.solostove.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Audit committee

The audit committee will be responsible for, among other matters:

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appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•

discussing with our independent registered public accounting firm their independence from management;

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reviewing with our independent registered public accounting firm the scope and results of their audit;

•

approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

•

reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

•

overseeing the Company’s cybersecurity policies, processes and controls; and

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•

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Upon the closing of this offering, our audit committee will consist of Andrea K. Tarbox, Julia Brown and Paul Furer, with Andrea K. Tarbox serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require us to have one independent audit committee member upon the listing of our common stock, a majority of independent directors on our audit committee within 90 days of the date of this prospectus and an audit committee composed entirely of independent directors within one year of the date of this prospectus. Our board of directors has affirmatively determined that Andrea K. Tarbox and Julia Brown meet the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 and the NYSE rules, and we intend to comply with the other independence requirements within the time periods specified. In addition, our board of directors has determined that Andrea K. Tarbox will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

The compensation committee’s responsibilities include:

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reviewing and approving the compensation of our directors, Chief Executive Officer and other executive officers; and

•

appointing and overseeing any compensation consultants.

Upon the closing of this offering, our compensation committee will consist of Matthew Guy-Hamilton, Julia Brown and Marc Randolph with Matthew Guy-Hamilton serving as chair. Our board of directors has affirmatively determined that Julia Brown and Marc Randolph each meet the definition of “independent director” under the NYSE rules.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:

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identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; and

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developing and recommending to our board of directors a set of corporate governance guidelines and principles.

The members of our nominating and corporate governance committee are Marc Randolph, Andrea K. Tarbox and Paul Furer with Marc Randolph serving as chair. Our board of directors has affirmatively determined that Marc Randolph and Andrea K. Tarbox each meet the definition of “independent director” under the NYSE rules.

Risk Oversight

Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Risk Considerations in our Compensation Program

We conducted an assessment of our compensation policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on us.

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Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is or has been a current or former officer or employee of Solo Stove or had any related person transaction involving Solo Stove. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of Holdings’s compensation committee during fiscal 2020.

Code of Compliance and Ethics

Prior to the completion of this offering, we will adopt a written code of compliance and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will post a current copy of the code on our website, www.solostove.com. In addition, we intend to post on our website all disclosures that are required by law or NYSE listing standards concerning any amendments to, or waivers from, any provision of the code. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2020 Summary Compensation Table” below. In 2020, our “named executive officers” and their positions were as follows:

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John Merris, President and Chief Executive Officer;

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Matthew Webb, Chief Operating Officer; and

•

Clint Mickle, Chief Financial Officer (currently Executive Vice President of Strategy and M&A).

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

We are an “emerging growth company,” within the meaning of the JOBS Act, and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act.

2020 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2020.


Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)			Total ($)
John Merris		2020		339,615		0		4,057,846		70,000		12,833,580	(4)		17,301,041
President and Chief Executive Officer
Matthew Webb		2020		174,231		30,000		565,160		30,000		8,541,208	(5)		9,340,598
Chief Operating Officer
Clint Mickle		2020		230,769		45,294		361,702		45,294		6,339,516	(7)		7,022,576
Chief Financial Officer(6)

(1)

Amounts for each of Messrs. Webb and Mickle reflect the discretionary portion of the 2020 bonus that was paid to each executive in addition to the annual cash performance-based bonus each such executive earned based on actual performance, which amounts are reflected in the “Non-Equity Incentive Plan Compensation” column. Mr. Merris elected to not receive any bonus for 2020, so no amount is reported for him. For further discussion of such bonuses, see below in the sections titled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—2020 Bonuses.”

(2)

Amounts reflect the grant date fair value of Incentive Units intended to be “profits interests” in Solo Stove Holdings, LLC granted during 2020 to the named executive officers for a nominal price ($0.000001 per Incentive Unit), which were immediately contributed to SS Management Aggregator, LLC in exchange for a corresponding number of Incentive Units of SS Management Aggregator, LLC, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures, rather than the amounts paid to or realized by the named executive officers. We provide information regarding the assumptions used to calculate the value of all Incentive Unit awards made to our named executive officers in Note 11 to our audited consolidated financial statements as of December 31, 2020. For additional details about these grants, see the section below titled “—Narrative to the 2020 Summary Compensation Table—Equity-Based Compensation.”

(3)

Amounts reflect the portion of the annual cash performance-based bonuses earned by our named executive officers during the year ended December 31, 2020 based on actual performance. However, prior to the determination of his bonus, Mr. Merris elected to not receive a bonus for 2020, so the amount reported in this table was not actually paid to Mr. Merris, but is reported in accordance with SEC guidance. For a discussion of the named executive officer’s annual bonus opportunity, please review the section entitled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—2020 Bonuses” below.

(4)

Amount reflects (a) $11,385,030 as payment for phantom units in connection with Summit Partners’ acquisition of Holdings, as described below in the section entitled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—

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Transaction Payments”; (b) a $1,440,000 bonus payment under the Transaction Bonus and Unit Award Agreement, of which Mr. Merris reinvested 50% of the after-tax amount in the Company, as described below in the section entitled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—Transaction Payments”; and (c) $8,550 in matching contributions under the Company’s 401(k) plan.

(5)

Amount reflects (a) $8,532,658 as payment for phantom units in connection with Summit Partners’ acquisition of Holdings, of which Mr. Webb reinvested $3,106,693 in the Company, as described below in the section entitled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—Transaction Payments” and (b) $8,550 in matching contributions under the Company’s 401(k) plan.

(6)

As of January 10, 2021 Mr. Mickle commenced services as our Executive Vice President, Mergers & Acquisitions and ceased to serve as our Chief Financial Officer.

(7)

Amount reflects (a) $5,850,966 as payment for phantom units in connection with Summit Partners’ acquisition of Holdings, of which Mr. Mickle reinvested $760,927 in the Company, as described below in the section entitled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—Transaction Payments”; (b) a $480,000 bonus payment under the Transaction Bonus and Unit Award Agreement, as described below in the section entitled “—Narrative to the 2020 Summary Compensation Table—Elements of Compensation—Transaction Payments”; and (c) $8,550 in matching contributions under the Company’s 401(k) plan.

Narrative to the 2020 Summary Compensation Table

Elements of Compensation

2020 Base Salaries

The named executive officers receive a base salary to compensate them for services rendered to our Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. In connection with Summit Partners’ acquisition of Holdings, each of our named executive officers received increases in base salary as follows: $50,000 increase for Mr. Merris (to $350,000); $30,000 for Mr. Webb (to $180,000) and $40,000 for Mr. Mickle (to $240,000).

2020 Bonuses

Each of our named executive officers was eligible to earn an annual performance-based cash bonus from the Company with respect to 2020 based on the terms of the Company’s incentive program for senior executives adopted by our board of directors in December 2019. Pursuant to their respective employment agreements, for 2020, Messrs. Merris and Mickle were eligible to receive a target bonus equal to 20% of their respective base salary. Pursuant to the 2020 incentive program, Mr. Webb was eligible to receive a target bonus equal to 20% of his base salary as of the beginning of 2020. In addition, our board of directors, in consultation with Mr. Merris, was given discretion to award a bonus of up to an additional 20% of base salary to each of our named executive officers, resulting in a total target bonus of 40% of base salary for each named executive officer. Prior to the determination of 2020 bonuses, Mr. Merris waived all rights to his bonus for 2020.

For 2020, the Company exceeded its target level of Adjusted EBITDA, which resulted in payouts of Messrs. Webb’s and Mickle’s target performance bonus opportunities, as follows: Mr. Webb – $30,000; and Mr. Mickle – $45,294. Mr. Merris would have received a performance bonus equal to $70,000 if had he not waived his bonus for 2020 and this amount is reported in the Summary Compensation Table in accordance with SEC guidance. Our board of directors approved, in consultation with Mr. Merris, payment of additional bonuses in the following amounts: Mr. Webb – $30,000; and Mr. Mickle – $45,294. If Mr. Merris had not elected to forego his bonus for 2020, only our board of directors would have determined the discretionary portion of his bonus. Each of our named executive officers’ target performance-based bonus opportunity is reflected in the “Non-Equity Incentive Plan Compensation” column to the “Summary Compensation Table” above and the discretionary portion of each of Messrs. Webb’s and Mickle’s bonus is included in the “Bonus” column to the “Summary Compensation Table” above.

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2021 Compensation Changes

In connection with this offering, our board of directors approved changes to the base salaries for each of our named executive officers as follows:


Named Executive Officer	Current Base Salary		New Base Salary
John Merris	$	350,000	$	650,000
Matthew Webb	$	180,000	$	340,000
Clint Mickle	$	240,000	$	315,000

The new base salaries will take effect upon the completion of this offering.

Transaction Payments

In connection with the acquisition of the Company by Bertram Capital in September 2019, Messrs. Merris and Mickle entered into Transaction Bonus and Unit Award Agreements (the “Transaction Bonus Agreements”), pursuant to which they would be entitled to an earn-out bonus payment equal to $1,440,000 and $480,000, respectively, if the Company met or exceeded a certain EBITDA threshold for the fiscal year ending December 31, 2019. The EBITDA threshold was achieved and Messrs. Merris and Mickle received the transaction bonus payments. Pursuant to the terms of his Transaction Bonus Agreement, Mr. Merris reinvested fifty percent (50%) of the after-tax amount of his bonus in the Company. Messrs. Merris and Mickle are also subject to the following restrictive covenants pursuant to the Transaction Bonus Agreements: non-competition and non-solicitation obligations with respect to employees, customers, suppliers, and other business relations, in each case, for three years following the closing of the Bertram Capital acquisition.

In 2019 and 2020, our named executive officers were granted phantom units pursuant to the Frontline Advance LLC 2019 Phantom Equity Plan. In connection with Summit Partners’ acquisition of Holdings, each named executive officer entered into an Incentive Unit Cancellation Agreement with Frontline Advance LLC (the “Unit Cancellation Agreement”) and all phantom units were accelerated and cashed out, resulting in payments to our named executive officers as follows: $11,385,030 to Mr. Merris; $8,532,658 to Mr. Webb; and $5,850,966 to Mr. Mickle. Messrs. Webb and Mickle reinvested $3,106,693 and $760,927, respectively, of their after-tax proceeds into the Company. Pursuant to the Unit Cancellation Agreements, our named executive officers were entitled to additional consideration pursuant to an earnout and escrow release. The maximum amount of the earn-out was paid to our named executive officers in 2021 in the following amounts: $2,811,560 to Mr. Merris; $2,107,160 to Mr. Webb and $1,444,910 to Mr. Mickle. In addition, pursuant to the Unit Cancellation Agreement, our named executive officers may be required to repay a certain portion of the phantom unit payments depending on the results of adjustments to the purchase price paid by Summit Partners in connection with its acquisition of the Company.

Equity-Based Compensation

Our named executive officers purchased Incentive Units in Solo Stove Holdings, LLC for $0.000001 per Incentive Unit which, upon acquisition, they contributed to SS Management Aggregator, LLC for a corresponding number of Incentive Units in SS Management Aggregator, LLC. Accordingly, our named executive officers indirectly hold Incentive Units in Solo Stove Holdings, LLC. Each of the named executive officers’ Incentive Units consist of service-based units (representing one third (1/3) of the Incentive Units) and performance-based units (representing two-thirds (2/3) of the Incentive Units).

Twenty-five percent (25%) of the service-based Incentive Units vest on the first anniversary of the grant date and the remaining seventy-five percent (75%) of such service-based units vest in substantially equal monthly installments over the following three (3) years, subject to the named executive officer’s continued employment through each applicable vesting date. Additionally, the vesting of the service-based units will accelerate upon the occurrence of a sale transaction (which is not expected to be triggered by this offering) prior

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to the named executive officer’s termination of employment. In the event of a sale of Solo Stove Holdings, LLC that is not a sale transaction, Solo Stove Holdings, LLC or its successor shall assume and continue or substitute any unvested Incentive Units. In connection with this offering, all Incentive Units are expected to convert into common units, with the unvested service-based Incentive Units continuing to vest on the same vesting schedule. For additional information about the treatment of outstanding Incentive Units in connection with this offering, see the section titled “Prospectus Summary – Summary of the Transactions.”

The performance-based Incentive Units will vest upon the Company’s achievement of specified performance objectives. Specifically, provided that the named executive officer remains employed through a Liquidity Event (as defined in the Solo Stove Holdings, LLC Limited Liability Company Agreement and which includes this offering), up to 100% of the performance-based Incentive Units will vest based on the investment return Summit Partners achieves in such Liquidity Event (0% if the investment return is equal to or less than 2.50x, 100% if the investment return is equal to or greater than 4.00x, with any vesting based on returns between 2.50x and 4.0x to be determined on the basis of linear interpolation). Depending on the deemed return achieved by Summit Partners in connection with this offering, up to 100% of the performance-based Incentive Units could vest, with any performance-based Incentive Units that do not vest in connection with this offering forfeited for no consideration. As noted above, in connection with this offering, all Incentive Units are expected to convert into common units. It is also expected that the unvested performance-based Incentive Units will convert to restricted common units and vest over two years, with 50% of the remaining units vesting after one year and the remaining 50% vesting in four quarterly installments in the following year, subject to the employee’s continued employment with the Company through the applicable vesting date. If Summit Partners sells all of their equity interests in the Company or if the investment return Summit Partners achieves equals or exceeds 4,00x on a per-share basis in any follow-on offering, and in each case the employee remains employed with the Company on such date, then all unvested restricted common units that were previously performance-investing Incentive Units will vest. For additional information about the treatment of outstanding Incentive Units in connection with this offering, see the section titled “Prospectus Summary – Summary of the Transactions.”

If the named executive officer’s employment is terminated for any reason, all unvested Incentive Units will be forfeited and if the named executive officer’s employment is terminated for cause, then all Incentive Units (whether vested or unvested) will be forfeited, in each case, for no consideration. Upon a named executive officer’s termination of employment, Solo Stove Holdings, LLC, SS Management Aggregator, LLC, Summit Partners and certain other eligible purchasers will have the right, but not the obligation, to repurchase all (but not less than all) of the vested Incentive Units pursuant to the terms and conditions of the Solo Stove Holdings, LLC Limited Liability Company Agreement and the SS Management Aggregator, LLC Limited Liability Company Agreement. In particular, an eligible purchaser has up to six (6) months following a named executive officer’s termination of employment to exercise the repurchase right at a repurchase price equal to the fair market value on the closing date of the repurchase or, if the named executive officer is terminated for cause or beaches any restrictive covenant, at a repurchase price equal to the lesser of fair market value or original cost. Because the original cost of the Incentive Units is a de minimis amount, the Incentive Units would effectively be forfeited in that scenario.

New Equity-Based Compensation

We intend to adopt our 2021 Incentive Award Plan (the “Incentive Award Plan”) in order to facilitate the grant of equity incentives to directors, employees (including our named executive officers) and consultants of our Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that our Incentive Award Plan will be effective on the date on which it is adopted by our board of directors, subject to approval of such plan by our stockholders. In connection with this offering, our board of directors intends to grant options and restricted stock units with respect to 1,040,161 shares of our Class A Common Stock under the Incentive Award Plan to certain of our directors and employees, including our named executive officers, upon or shortly after the completion of this offering. The options and restricted stock units granted to our named executive officers are expected to vest over four years, with twenty-five percent (25%) vesting on the first anniversary of the grant date and the remainder

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vesting in substantially equal quarterly installments over the following three years, subject to the employee’s continued employment with the Company through the applicable vesting date. For additional information about our Incentive Award Plan, please see the section titled “Executive Compensation—New Incentive Plan” below.

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We expect that our named executive officers will continue to be eligible to participate in the 401(k) plan on the same terms as other full-time, salaried employees. The Internal Revenue Code, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Health/Welfare Plans

All of our full-time, salaried employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

•

medical, dental and vision benefits; and

•

life and accidental death and dismemberment insurance.

No Tax Gross-Ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or benefits paid or provided by our Company.

Employment Agreements

Solo DTC Brands, LLC entered into employment agreements with Messrs. Merris, Mickle and Webb on October 9, 2020 and an amended agreement with Mr. Mickle on May 21, 2021, the terms of which are substantially comparable and described below.

Term and Compensation

Pursuant to the employment agreements, each named executive officer’s term of employment will continue until terminated by the named executive officer or by Solo DTC Brands, LLC. The employment agreements provide that, during the employment term, each named executive officer is entitled to the following initial base salaries: $350,000 for Mr. Merris; $240,000 for Mr. Mickle; and $180,000 for Mr. Webb, each of which may be adjusted from time to time by our board. For 2020, Messrs. Merris and Mickle were eligible to receive an annual bonus in accordance with their prior employment agreement in effect during 2020, as follows: for Messrs. Merris and Mickle, a target bonus equal to 40% of base salary, half of which was based on achievement of certain performance goals and half of which was in the discretion of the board. Starting in 2021, each named executive officer is eligible to receive an annual performance bonus with a target bonus opportunity equal to: $225,000 for Mr. Merris; 33% of base salary for Mr. Mickle; and 30% of base salary for Mr. Webb. According to the employment agreements, annual bonuses will be paid based on the attainment of one or more performance goals established by our board. The named executive officer must generally remain employed through the date such bonus is paid in order to receive the bonus.

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Severance

Upon termination of a named executive officer’s employment by Solo DTC Brands, LLC without Cause or by the named executive officer for Good Reason (as such terms are defined in each named executive officer’s employment agreement), Solo DTC Brands, LLC will be obligated, subject to named executive officer’s timely execution of a release of claims, to (a) continue to pay the named executive officer his then-current base salary for twelve (12) months (the “severance period”), and (b) during the severance period, pay the premiums for any continued health and welfare coverage for the named executive officer and his eligible dependents. Upon any termination of employment, our named executive officers would be entitled to receive any annual bonus that was earned but not paid with respect to the calendar year prior to the date of termination.

The severance payments and benefits will not be made and, if already made, will be subject to repayment, if (x) Solo DTC Brands, LLC discovers grounds for Cause existed prior to the named executive officer’s termination of employment, (y) the named executive officer breaches any of the restrictive covenants contained in his employment agreement or (z) the named executive officer fails to cooperate and provide reasonable assistance to us in defense of claims made against us if such claims relate to the named executive officer’s period of employment. In addition, severance payments and benefits will cease to be made if the named executive officer begins any subsequent employment or consulting relationship during the severance period.

Restrictive Covenants

Our named executive officers are also subject to certain restrictive covenants and confidentiality obligations pursuant to their respective employment agreements. In particular, our named executive officers are subject to non-competition and non-solicitation restrictions for two (2) years following termination of employment and perpetual non-disclosure and non-disparagement restrictions.

Outstanding Equity Awards at Year-End

The following table summarizes the number of Incentive Units in Solo Stove Holdings, LLC indirectly held by each named executive officer pursuant to equity incentive plan awards as of December 31, 2020.


	Incentive Unit Awards(1)
Name	Grant Date		Number of Incentive Units That Have Not Vested (#)(2)		Market Value of Incentive Units That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Incentive Units (#)(4)		Equity Incentive Plan Awards: Market Value of Unearned Incentive Units ($)(3)
John Merris		12/31/2020		5,405,050.53		1,351,263		10,826,332.45		2,706,583
Matthew Webb		12/31/2020		752,792.55		188,198		1,507,845.75		376,961
Clint Mickle		12/31/2020		481,787.23		120,447		965,021.28		241,255

(1)

The awards reported in these columns reflect the Incentive Units granted to our named executive officers. The Incentive Units were intended to be “profits interests” for U.S. federal income tax purposes and entitle the holder to participate in our future appreciation from and after the date of grant of the applicable Incentive Units.

(2)

Represents the service-based Incentive Units granted to each of the named executive officers, 25% of which will vest on December 15, 2021 and 2.09% of which will vest on each one month anniversary thereafter such that all service-based Incentive Units are vested on December 15, 2025, subject to the named executive officer’s continued employment each through such date.

(3)

The Incentive Units are not publicly traded and, therefore, there was no ascertainable public market value for the Incentive Units as of December 31, 2020. Therefore, the Incentive Units have been valued on the basis set forth in Footnote 2 of the 2020 Summary Compensation Table, above.

(4)

Represents the performance-based Incentive Units that vest subject to continued service and the satisfaction of the performance-based achievements (as applicable) described in detail in the section titled “Narrative to the 2020 Summary Compensation Table—Equity-Based Compensation” above. If any performance-based Incentive Units do not vest in connection with this offering, they will be converted into restricted common units that vest over two years, subject to continued employment on the applicable vesting date, as further described in the section titled “Narrative to the 2020 Summary Compensation Table—Equity-Based Compensation” above.

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Director Compensation

Members of our board of directors have not historically received compensation for their services as board members and no member of our board of directors received compensation for his or her service on the board during 2020. In August 2021, Andrea Tarbox, Julia Brown and Marc Rudolph were appointed to our board of directors. Each director entered into a service agreement that provides for an annual cash retainer equal to $60,000 (payable in monthly installments in arrears) and an initial grant of 85,000 service-based Incentive Units for a de minimis purchase price equal to $100 in the aggregate. The service-based Incentive Units vest over four years, with 25% vesting in substantially equal quarterly installments until the first anniversary of the grant date and the remainder vesting in substantially equal monthly installments over the following three years, subject to the director’s continued service through the applicable vesting date. In addition, in connection with this offering and upon the adoption of the Incentive Award Plan, each director is expected to receive restricted stock units with a grant date fair value equal to $300,000 which is expected to ratably vest on an annual basis over three years from the date of grant, subject to the director’s continued service through the applicable vesting date. In addition, each director is expected to receive annual refresh grants of restricted stock units with a value equal to $125,000 at the then-prevailing share price at the first annual meeting of stockholders and at each subsequent annual meeting so long as the director continues to serve on our board of directors. The annual grants of restricted stock units are expected to vest at the earlier of one year from the grant date or the next annual shareholders meeting date, subject to the director’s continued service through the vesting date. In addition, Ms. Tarbox will receive $15,000 in annual cash compensation for her service as the chair of the audit committee and Ms. Brown will receive $6,000 in annual cash compensation for her service on the compensation committee.

In connection with this offering, we intend to adopt a non-employee director compensation policy that will supersede the board letters described above (including, without limitation, the right to a grant of service-based Incentive Units described above) and be applicable to each of our non-employee directors who are not affiliates of Summit Partners. Pursuant to this policy, each non-employee director will receive a mixture of cash and equity compensation.

Pursuant to this policy, each non-employee director will receive an annual cash retainer of $60,000. The chairperson of the board will receive an additional cash retainer of $20,000, the lead independent director will receive an additional cash retainer of $10,000, the chairperson of the audit committee will receive an additional cash retainer of $10,000 and each other member of the audit committee will receive an additional cash retainer of $6,000, the chairperson of the compensation committee will receive an additional cash retainer of $10,000 and each other member of the compensation committee will receive an additional cash retainer of $6,000, and the chairperson of the nominating and governance committee will receive an additional cash retainer of $5,000 and each other member of the nominating and governance committee will receive an additional annual cash retainer of $3,000. All cash retainers will be paid quarterly in arrears.

Also, pursuant to this policy, we intend to grant non-employee directors who serve on the board and will continue to serve on the board as of the completion of this offering an initial equity award of restricted stock units that has a grant date value of $450,000. At each annual meeting of our stockholders, non-employee directors who serve on the board as of the annual meeting and will continue to serve on the board following the annual meeting will receive an equity award of restricted stock units that has a grant date value of $125,000. If a non-employee director is elected to the board for the first time at an annual meeting after the completion of this offering, the non-employee director will receive an equity award of restricted stock units that has a grant date value of $300,000. If a non-employee director is initially elected to the board on a date other than the annual meeting, the non-employee director will receive, on the date of such non-employee director’s initial election or appointment, an initial equity award of restricted stock units that has a grant date value of $300,000, multiplied by a fraction, the numerator of which is 365 minus the number of days from the most recent annual meeting to the non-employee director’s start date and the denominator of which is 365. The equity awards granted upon the completion of this offering and a non-employee director’s initial grant will vest annually over three years and equity awards granted at annual meetings (other than an initial grant) will vest on the earlier of the day

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immediately preceding the date of the first annual meeting following the grant date and the first anniversary of the grant date, subject in each case to the non-employee director’s continued service on the board through the applicable vesting date. Any outstanding awards held by a non-employee director pursuant to this policy will accelerate and vest upon the occurrence of a change in control.

New Incentive Plan and Compensation Arrangements

2021 Incentive Award Plan

Prior to this offering, our board of directors intends to adopt and ask our stockholders to approve the Incentive Award Plan, which would become effective in connection with this offering. The purpose of the Incentive Award Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company and its participating subsidiaries by providing these individuals with equity ownership opportunities. We believe that the Incentive Award Plan would enhance such employees’ sense of participation in performance, align their interests with those of stockholders, and is a necessary and powerful incentive and retention tool that would benefit stockholders. The below sets forth the principal features of the Incentive Award Plan as it is currently contemplated.

Eligibility and Administration. Our employees, consultants and directors, and employees and consultants of any of our subsidiaries, will be eligible to receive awards under the Incentive Award Plan. Following our initial public offering, the Incentive Award Plan will generally be administered by our board of directors, which may delegate its duties and responsibilities to committees of our board of directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under the Incentive Award Plan, Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, and adopt rules for the administration of, the Incentive Award Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Incentive Award Plan, including any vesting and vesting acceleration conditions. The plan administrator’s determinations under the Incentive Award Plan will be in its sole discretion and will be final and binding on all persons having or claiming any interest in the Incentive Award Plan or any award thereunder.

Limitation on Awards and Shares Available. The number of shares initially available for issuance under awards granted pursuant to the Incentive Award Plan will be 10,789,561 shares of our Class A common stock. The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2023 and ending in 2031, by an amount equal to (a) 5% of the shares of our Class A common stock outstanding on the final day of the immediately preceding calendar year or (b) such smaller number of shares as determined by our board of directors. No more than 10,789,561 shares of our Class A common stock may be issued upon the exercise of incentive stock options under the Incentive Award Plan. Shares issued under the Incentive Award Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares.

If an award under the Incentive Award Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, cancelled without having been fully exercised or forfeited, any shares subject to such award will, as applicable, become or again be available for new grants under the Incentive Award Plan. Shares delivered to us by a participant to satisfy the applicable exercise price or purchase price of an award and/or satisfy any applicable tax withholding obligation (including shares retained by us from the award being exercised or purchased and/or creating the tax obligation), will become or again be available for award grants under the Incentive Award Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not count against the number of shares available for issuance under the Incentive Award Plan. Awards granted under the Incentive Award Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger, consolidation, acquisition or similar corporate transaction will not reduce the shares available for grant under the Incentive Award Plan.

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Awards. The Incentive Award Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs; restricted stock; dividend equivalents; restricted stock units, or RSUs; stock appreciation rights, or SARs; and other stock or cash-based awards. Certain awards under the Incentive Award Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Incentive Award Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows.

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Stock options. Stock options provide for the purchase of shares of our Class A Common Stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the U.S. Internal Revenue Code are satisfied. Unless otherwise determined by the plan administrator and except with respect to certain substitute options granted in connection with a corporate transaction, the exercise price of a stock option will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders). Unless otherwise determined by the plan administrator in accordance with applicable laws, the term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions as the plan administrator may determine. ISOs may be granted only to our employees and employees of our subsidiary corporations, if any.

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SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and unless otherwise determined by the plan administrator in accordance with applicable laws, the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions as the plan administrator may determine.

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Restricted stock and RSUs. Restricted stock is an award of nontransferable shares of our Class A Common Stock that remains forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, shares of our Class A Common Stock or an amount in cash or other consideration determined by the plan administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions during the applicable restriction period or periods set forth in the award agreement. RSUs may be accompanied by the right to receive the equivalent value of dividends paid on shares of our Class A Common Stock prior to the delivery of the underlying shares, subject to the same restrictions on transferability and forfeitability as the RSUs with respect to which the dividend equivalents are granted. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral and in accordance with applicable law. Conditions applicable to restricted stock and RSUs may be based on continuing service, performance and/or such other conditions as the plan administrator may determine.

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Other stock or cash-based awards. Other stock or cash-based awards may be granted to participants, including awards entitling participants to receive shares of our Class A Common Stock to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified performance criteria or otherwise). Such awards may be paid in shares of our Class A Common Stock, cash or other property, as the plan administrator determines. Other stock or cash-based awards may be granted to participants and may also be

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available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Performance Awards. Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including, but not limited to, gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales- related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; marketing initiatives; and other measures of performance selected by our board of directors or its applicable committee, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to our performance or the performance of a subsidiary, division, business segment or business unit, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. When determining performance goals, the plan administrator may provide for exclusion of the impact of an event or occurrence which the plan administrator determines should appropriately be excluded, including, without limitation, non-recurring charges or events, acquisitions or divestitures, changes in the corporate or capital structure, events not directly related to the business or outside of the reasonable control of management, foreign exchange gains or losses, and legal, regulatory, tax or accounting changes.

Provisions of the Incentive Award Plan Relating to Director Compensation. The Incentive Award Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Incentive Award Plan’s limitations. The plan administrator may establish the terms, conditions and amounts of all such non-employee director compensation in its discretion and in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value (as determined in accordance with ASC 718, or any successor thereto) of any equity awards granted as compensation for services as a non-employee director during any calendar year may not exceed $750,000, increased to $1,000,000 for a non-employee director’s initial fiscal year of service as a non-employee director. The plan administrator may make exceptions to these limits for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.

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Certain Transactions. In connection with certain transactions and events affecting our Class A Common Stock, including, without limitation, any dividend or other distribution, reorganization, merger, consolidation, recapitalization, or sale of all or substantially all of the assets of the Company, or sale or exchange of our Class A Common Stock or other securities of the Company, a change in control, issuance of warrants or other rights to purchase our Class A Common Stock or other securities of the Company, or similar corporate transaction or event, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the Incentive Award Plan to prevent the dilution or enlargement of intended benefits, facilitate such transaction or event, or give effect to such change in applicable laws or accounting principles. This includes canceling awards in exchange for either an amount in cash or other property with a value equal to the amount that would have been obtained upon exercise or settlement of the vested portion of such award or realization of the participant’s rights under the vested portion of such award, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares available, replacing awards with other rights or property and/or terminating awards under the Incentive Award Plan.

For purposes of the Incentive Award Plan, a “change in control” means and includes each of the following events:

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a transaction or series of transactions (other than an offering of our Class A Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of the two sub-bullet points below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50 % of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

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during any period of two consecutive years, individuals who, at the beginning of such period, constitute our board of directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) whose election by our board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

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the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

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which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

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after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Foreign Participants, Claw-back Provisions, Transferability and Participant Payments. With respect to foreign participants, the plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy that may be implemented by us to the extent set forth in such claw-back policy or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Incentive Award Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the Incentive Award Plan and exercise price obligations arising in connection with the exercise of stock options under the Incentive Award Plan, the plan administrator may, in its discretion and subject to any applicable blackout or lock-up periods, accept cash, wire transfer, or check, shares of our Class A common stock that meet specified conditions (a market sell order) or such other consideration as it deems suitable or any combination of the foregoing.

Plan Amendment and Termination. Our board of directors may amend, suspend or terminate the Incentive Award Plan at any time. However, no amendment, other than an increase in the number of shares available under the Incentive Award Plan, in excess of the initial pool and annual increase as described above, may materially and adversely affect any award outstanding at the time of such amendment in a manner disproportionate to other similarly-situated awards without the affected participant’s consent. Our board of directors will obtain stockholder approval for any plan amendment to the extent necessary to comply with applicable laws, including with respect to amendments intended to reduce the exercise price of outstanding options or SARs or actions to cancel outstanding options or SARs in exchange for cash or other awards in a manner that is prohibited under the Incentive Award Plan. The plan administrator will have the authority, without the approval of our shareholders, to amend any outstanding award, including by substituting another award of the same or different type, changing the exercise or settlement date, and converting an ISO to an NSO. No award may be granted pursuant to the Incentive Award Plan after the expiration of the Incentive Award Plan. The Incentive Award Plan is scheduled to remain in effect until the earlier of (i) the tenth anniversary of the date on which the our board of directors adopts the Incentive Award Plan and (ii) the earliest date as of which all awards granted under the Incentive Award Plan have been satisfied in full or terminated and no shares approved for issuance under the Incentive Award Plan remain available to be granted under new awards.

Securities Laws. The Incentive Award Plan is intended to conform to all provisions of the Securities Act, the Exchange Act and any and all regulations and rules promulgated by the SEC thereunder, including, without limitation, Exchange Act Rule 16b-3. The Incentive Award Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

Federal Income Tax Consequences. The material federal income tax consequences of the Incentive Award Plan under current federal income tax law are summarized in the following discussion, which deals with the general U.S. federal income tax principles applicable to the Incentive Award Plan. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.

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Stock options and SARs. An Incentive Award Plan participant generally will not recognize taxable income and we generally will not be entitled to a tax deduction upon the grant of a stock option or SAR. The tax consequences of exercising a stock option and the subsequent disposition

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of the shares received upon exercise will depend upon whether the option qualifies as an ISO or an NSO. Upon exercising an NSO when the fair market value of our Class A common stock is higher than the exercise price of the option, an Incentive Award Plan participant generally will recognize taxable income at ordinary income tax rates equal to the excess of the fair market value of the stock on the date of exercise over the purchase price, and we (or our subsidiaries, if any) generally will be entitled to a corresponding tax deduction for compensation expense, in the amount equal to the amount by which the fair market value of the shares purchased exceeds the purchase price for the shares. Upon a subsequent sale or other disposition of the option shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

Upon exercising an ISO, an Incentive Award Plan participant generally will not recognize taxable income, and we will not be entitled to a tax deduction for compensation expense. However, upon exercise, the amount by which the fair market value of the shares purchased exceeds the purchase price will be an item of adjustment for alternative minimum tax purposes. The participant will recognize taxable income upon a sale or other taxable disposition of the option shares. For federal income tax purposes, dispositions are divided into two categories: qualifying and disqualifying. A qualifying disposition generally occurs if the sale or other disposition is made more than two years after the date the option was granted and more than one year after the date the shares are transferred upon exercise. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition generally will result.

Upon a qualifying disposition of ISO shares, the participant will recognize long-term capital gain in an amount equal to the excess of the amount realized upon the sale or other disposition of the shares over their purchase price. If there is a disqualifying disposition of the shares, then the excess of the fair market value of the shares on the exercise date (or, if less, the price at which the shares are sold) over their purchase price will be taxable as ordinary income to the participant. If there is a disqualifying disposition in the same year of exercise, it eliminates the item of adjustment for alternative minimum tax purposes. Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the participant.

We will not be entitled to any tax deduction if the participant makes a qualifying disposition of ISO shares. If the participant makes a disqualifying disposition of the shares, we should be entitled to a tax deduction for compensation expense in the amount of the ordinary income recognized by the participant.

Upon exercising or settling a SAR, an Incentive Award Plan participant will recognize taxable income at ordinary income tax rates, and we should be entitled to a corresponding tax deduction for compensation expense, in the amount paid or value of the shares issued upon exercise or settlement. Payments in shares will be valued at the fair market value of the shares at the time of the payment, and upon the subsequent disposition of the shares the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

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Restricted stock and RSUs. An Incentive Award Plan participant generally will not recognize taxable income at ordinary income tax rates and we generally will not be entitled to a tax deduction upon the grant of restricted stock or RSUs. Upon the termination of restrictions on restricted stock or the payment of RSUs, the participant will recognize taxable income at ordinary income tax rates, and we should be entitled to a corresponding tax deduction for compensation expense, in the amount paid to the participant or the amount by which the then fair market value of the shares received by the participant exceeds the amount, if any, paid for them. Upon the subsequent disposition of any shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares. However, an Incentive Award Plan participant granted

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restricted stock that is subject to forfeiture or repurchase through a vesting schedule such that it is subject to a risk of forfeiture (as defined in Section 83 of the Internal Revenue Code) may make an election under Section 83(b) of the Internal Revenue Code to recognize taxable income at ordinary income tax rates, at the time of the grant, in an amount equal to the fair market value of the shares of common stock on the date of grant, less the amount paid, if any, for the shares. We will be entitled to a corresponding tax deduction for compensation, in the amount recognized as taxable income by the participant. If a timely Section 83(b) election is made, the participant will not recognize any additional ordinary income on the termination of restrictions on restricted stock, and we will not be entitled to any additional tax deduction.

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Other stock or cash-based awards. An Incentive Award Plan participant will not recognize taxable income and we will not be entitled to a tax deduction upon the grant of other stock or cash-based awards until cash or shares are paid or distributed to the participant. At that time, any cash payments or the fair market value of shares that the participant receives will be taxable to the participant at ordinary income tax rates and we should be entitled to a corresponding tax deduction for compensation expense. Payments in shares will be valued at the fair market value of the shares at the time of the payment. Upon the subsequent disposition of the shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

2021 Employee Stock Purchase Plan

Prior to this offering, our board of directors intends to adopt and ask our stockholders to approve our 2021 Employee Stock Purchase Plan (the “ESPP”), which would become effective in connection with this offering. The material terms of the ESPP are summarized below.

The ESPP will be comprised of two distinct components in order to provide increased flexibility to grant options to purchase shares under the ESPP. Specifically, the ESPP will authorize (1) the grant of options to employees that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code (the “Section 423 Component”), and (2) the grant of options that are not intended to be tax-qualified under Section 423 of the Code to facilitate participation for employees who are not eligible to benefit from favorable U.S. federal tax treatment and, to the extent applicable, to provide flexibility to comply with non-U.S. laws and other considerations (the “Non-Section 423 Component”). The Non-Section 423 Component will generally be operated and administered on terms and conditions similar to the Section 423 Component, except as otherwise required by applicable law, rule or regulation.

Shares Available for Awards; Administration. A total of 1,618,434 shares of our Class A Common Stock will initially be reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2023 and ending on and including January 1, 2031, by an amount equal to the lesser of (A) 0.5% of the shares of our Class A Common Stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our board of directors; provided that in no event will more than 6,473,736 shares of our Class A Common Stock be available for issuance under the Section 423 component. Our board of directors or a committee of our board of directors will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants. The compensation committee will be the initial administrator of the ESPP.

Eligibility. The plan administrator may designate certain of our subsidiaries as participating “designated subsidiaries” in the ESPP and may change these designations from time to time. Employees of our company and our designated subsidiaries are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the plan administrator. However, an employee may not be granted

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rights to purchase stock under the ESPP if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of our Class A Common Stock or other classes of stock. Directors who are not employees are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period. Additionally, the plan administrator may provide that an employee will not be eligible to participate in an offering period under the Section 423 Component if (i) such employee is a highly compensated employee under Section 414(q) of the Code, (ii) such employee has not met a service requirement designated by the plan administrator, (iii) such employee’s customary employment is for 20 hours per week or less, (iv) such employee’s customary employment is for less than five months in any calendar year and/or (v) such employee is a citizen or resident of a non-U.S. jurisdiction or the grant of a right to purchase shares of our Class A Common Stock under the ESPP to such employee would be prohibited under the laws of such non-U.S. jurisdiction or the grant of a right to purchase such shares under the ESPP to such employee in compliance with the laws of such non-U.S. jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code.

Grant of Rights. Stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the plan administrator and may be up to twenty-seven months long. The plan administrator will establish one or more purchase periods within each offering period. The number of purchase periods within, and purchase dates during each offering period, will be established by the plan administrator prior to the commencement of each offering period. The length of the purchase periods will be determined by the plan administrator and may be up to twenty-seven months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates for each offering period will be the final trading day of the purchase period or such other date as determined by the plan administrator. Offering periods under the ESPP will commence for a participant on the first compensation payday following the applicable enrollment date of an offering period and will end on the last such payday in the offering period to which such participant’s authorization is applicable, unless sooner terminated or suspended by the participant or plan administrator under the ESPP. The plan administrator may, in its discretion, modify the terms of future offering periods. In non-U.S. jurisdictions where participation in the ESPP through payroll deductions is prohibited, the plan administrator may provide that an eligible employee may elect to participate through contributions to the participant’s account under the ESPP in a form acceptable to the plan administrator in lieu of or in addition to payroll deductions.

The ESPP permits participants to purchase our Class A Common Stock through payroll deductions of a specified percentage or a fixed dollar amount of their eligible compensation, which, in either event, may not be less than 1% and may not be more than the maximum percentage specified by the plan administrator for the applicable offering period or purchase period. In the absence of a contrary designation, such maximum percentage will be 20%. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period. In addition, no employee will be permitted to accrue the right to purchase stock under the Section 423 Component at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our Class A Common Stock as of the first day of the offering period).

On the first trading day of each offering period, each participant will be granted the right to purchase shares of our Class A Common Stock. The right will expire on the earlier of, the end of the applicable offering period, the last purchase date of the offering period, and the date on which the participant withdraws from the ESPP, and will be exercised at that time to the extent of the payroll deductions (or contributions) accumulated during the offering period. The purchase price of the shares, in the absence of a contrary designation, with respect to the Section 423 Component will be 85% of the lower of the fair market value of our Class A Common Stock on the first trading day of the offering period or on the purchase date. Participants may voluntarily end their participation in the ESPP at any time during a specified period prior to the end of the applicable offering period, and will be paid their accrued payroll deductions (and contributions, if applicable) that have not yet been used to purchase shares of our Class A Common Stock. If a participant withdraws from the ESPP during an offering

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period, the participant cannot rejoin until the next offering period. Participation ends automatically upon a participant’s termination of employment.

A participant may not transfer rights granted under the ESPP other than by will or the laws of descent and distribution, and are generally exercisable only by the participant.

Certain Transactions. In the event of certain non-reciprocal transactions or events affecting our Class A Common Stock, including, without limitation, any dividend or other distribution, change in control, reorganization, merger, repurchase, redemption, recapitalization, liquidation, dissolution, sale of all or substantially all of our assets or sale or exchange of shares of our Class A Common Stock, or other similar corporate transaction or event, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In the event of any events or transactions set forth in the immediately preceding sentence or any unusual or non-recurring events or transactions, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

Plan Amendment; Termination. The plan administrator may amend, suspend or terminate the ESPP at any time. However, shareholder approval will be obtained for any amendment that increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, in excess of the initial pool and annual increase as described above, or changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP. The ESPP will continue until terminated by our board of directors.

Federal Income Tax Consequences. The material U.S. federal income tax consequences of the ESPP under current U.S. federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the ESPP. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted a right under the ESPP (i.e., the first day of the offering period). In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of: (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price; or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

For participants in the Non-Section 423 Component or if the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the

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purchase price and we will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and we will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 2018 to which we have been a party in which the amount involved exceeds $120,000 and in which any of our directors, executive officers or beneficial holders of more than 5% of our Class A Common Stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Each agreement described below is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference to such agreements.

Compensation arrangements for our directors and named executive officers are described in this prospectus under the section entitled “Executive Compensation.”

Related Party Transactions in Effect Prior to this Offering

Summit Notes

On October 9, 2020, Frontline entered into the Summit Note Agreement by and among itself, the guarantors party thereto from time to time, the purchasers party thereto, and Summit Partners Subordinated Debt Fund V-A, L.P., as the Purchaser Representative. Pursuant to the terms of the Summit Note Agreement, certain affiliates of Summit Partners, L.P. purchased from Frontline $30 million of the Summit Notes.

Bridge Loan

On October 9, 2020, we entered into a credit agreement with certain lenders affiliated with Summit Partners, L.P., or the Bridge Loan. Under the terms of the agreement, we could borrow up to $45 million under a bridge loan. The Bridge Loan was to mature on the six-month anniversary of issuance and bore interest at a rate of 2.75% per annum. In November 2020, we voluntarily repaid in full the principal amount and $0.1 million of accrued interest outstanding under the Bridge Loan using proceeds from our Credit Facility.

Advisory Services Agreement

On September 24, 2019, Frontline entered into an Advisory Services Agreement, or the Advisory Agreement, with Bertram Capital Management, LLC, or Bertram. Pursuant to the terms of the Advisory Agreement, Frontline agreed to pay Bertram an annual management fee of $500,000, in addition to reimbursement of certain expenses. The initial term of the agreement was seven years.

In 2019, payments made to Bertram under the agreement were $0.1 million. In 2020, payments made to Bertram under the agreement were $0.3 million. The Advisory Agreement was terminated on October 8, 2020.

Registration Rights Agreement

On October 9, 2020, Holdings entered into a registration rights agreement by and among Holdings and certain of its members. The registration rights agreement provided those certain members with certain demand registration rights and placed restrictions on the ability of the members to sell, trade, or otherwise dispose of their member interests. This agreement will remain in place after this offering.

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Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation and our amended and restated bylaws, each of which will be effective upon the closing of this offering, will provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law, which prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

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any breach of the director’s duty of loyalty to us or our stockholders;

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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

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unlawful payment of dividends or unlawful stock repurchases or redemptions; or

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any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that if Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that we shall have the power to indemnify our employees and agents to the fullest extent permitted by law. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether we would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. We have obtained directors’ and officers’ liability insurance.

In connection with this offering, we intend to enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions in our amended and restated certificate of incorporation and amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

The above description of the indemnification provisions of our amended and restated certificate of incorporation, our amended and restated bylaws and our indemnification agreements is not complete and is qualified in its entirety by reference to these documents, each of which is filed as an exhibit to this registration statement to which this prospectus forms a part.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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Tax Receivable Agreement

We expect to obtain an increase in our share of the tax basis of the assets of Holdings as a result of (i) increases in our proportionate share of the tax basis of the assets of Holdings resulting from (a) any future redemptions or exchanges of LLC Interests by the Continuing LLC Owners, as described above under “—The Offering—Redemption Rights of Holders of LLC Interests” and (b) certain distributions (or deemed distributions) by Holdings and (ii) certain other tax benefits arising from payments under the Tax Receivable Agreement, the “Basis Adjustments”. We intend to treat redemptions or exchanges of LLC Interests as the direct purchase of LLC Interests by Solo Brands, Inc. from the Continuing LLC Owners for U.S. federal income and other applicable tax purposes, regardless of whether such LLC Interests are surrendered by the Continuing LLC Owners to Holdings for redemption or sold to Solo Brands, Inc. upon the exercise of our election to acquire such LLC Interests directly. A Basis Adjustment may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the transactions described above, we will enter into the Tax Receivable Agreement with the Continuing LLC Owners. The Tax Receivable Agreement will provide for our payment to the Continuing LLC Owners of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of any Basis Adjustments and certain other tax benefits arising from payments under the Tax Receivable Agreement. Holdings will have in effect an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange (including deemed exchange) of LLC Interests for shares of our Class A Common Stock or cash occurs (including the taxable year in which the offering occurs). These Tax Receivable Agreement payments are not conditioned upon any continued ownership interest in either Holdings or us by the Continuing LLC Owners. The rights of the Continuing LLC Owners under the Tax Receivable Agreement are assignable to transferees of their LLC Interests (other than Solo Brands, Inc. as transferee pursuant to subsequent redemptions (or exchanges) of the transferred LLC Interests). We expect to benefit from the remaining 15% of tax benefits, if any, that we may actually realize. See “Risk Factors—Risks Related to Our Organizational Structure and the Tax Receivable Agreement.”

The actual Basis Adjustments, as well as any amounts paid to the Continuing LLC Owners under the Tax Receivable Agreement, will vary depending on a number of factors, including:

•

the timing of any subsequent redemptions or exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Holdings at the time of each redemption or exchange or distribution (or deemed distribution);

•

the price of shares of our Class A Common Stock at the time of redemptions or exchanges—the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of our Class A Common Stock at the time of each redemption or exchange;

•

the extent to which such redemptions or exchanges are taxable—if a redemption or exchange is not taxable for any reason, the Basis Adjustments, and any related increased tax deductions, will not be available; and

•

the amount and timing of our income—the Tax Receivable Agreement generally will require Solo Brands, Inc. to pay 85% of the tax benefits as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement. Except as discussed below in cases of (i) a material breach of a material obligation under the Tax Receivable Agreement, (ii) a change of control or (iii) an early termination of the Tax Receivable Agreement, if Solo Brands, Inc. does not have taxable income, it will generally not be required to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year may generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes generally will result in payments under the Tax Receivable Agreement.

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For purposes of the Tax Receivable Agreement, cash savings in income tax will be computed by comparing Solo Brands, Inc.’s actual income tax liability (subject to certain assumptions relating to federal, state and local income taxes) to the amount of such taxes that it would have been required to pay had there been no Basis Adjustments and had the Tax Receivable Agreement not been entered into. The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with the first taxable year ending after the consummation of the offering. There is no maximum term for the Tax Receivable Agreement; however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay the Continuing LLC Owners an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments).

The payment obligations under the Tax Receivable Agreement are obligations of Solo Brands, Inc. and not of Holdings. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we may be required to make to the Continuing LLC Owners could be significant. Any payments made by us to the Continuing LLC Owners under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Holdings and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us. Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the Continuing LLC Owners under the Tax Receivable Agreement. For example, the earlier disposition of assets following a transaction that results in a Basis Adjustment will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments. We anticipate funding ordinary course payments under the Tax Receivable Agreement from distributions from Holdings out of distributable cash, to the extent permitted by our agreements governing our indebtedness. See “Certain Relationships and Related Party Transactions— Holdings LLC Agreement.”

The Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement would accelerate and become payable based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, (i) we could be required to make cash payments to the Continuing LLC Owners that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) if we materially breach any of our material obligations under the Tax Receivable Agreement or if we elect to terminate the Tax Receivable Agreement early, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. We may elect to completely terminate the Tax Receivable Agreement early only with the written approval of a majority of our directors other than any directors that have been appointed or designated by the Continuing LLC Owners or any of such person’s affiliates.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the IRS or another tax authority may challenge all or part of the Basis Adjustments, as well as other related tax positions we take, and a court could sustain any such challenge. We will not be reimbursed for any cash payments previously made to the Continuing LLC Owners pursuant to the Tax Receivable Agreement if

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any tax benefits initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed. Instead, in such circumstances, any excess cash payments made by us to the Continuing LLC Owners will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to the Continuing LLC Owners for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

We will have full responsibility for, and sole discretion over, all Solo Brands, Inc. tax matters, including the filing and amendment of all tax returns and claims for refund and defense of all tax contests, subject to certain participation and approval rights held by certain representatives of Continuing LLC Holders. If the outcome of any challenge to all or part of the Basis Adjustments or other tax benefits we claim, would reasonably be expected to materially and adversely affect the payments to the Continuing LLC Owners party to the Tax Receivable Agreement from us under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of certain representatives of Continuing LLC Holders. The interests of such representatives in any such challenge may differ from or conflict with our interests and your interests, and such representatives may exercise their consent rights relating to any such challenge in a manner adverse to our interests.

Payments are generally due under the Tax Receivable Agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of SOFR plus 100 basis points from the due date (without extensions) of such tax return and ending on the date that such payments are required to be made under the terms of the Tax Receivable Agreement. Any late payments that may be made under the Tax Receivable Agreement will continue to accrue interest at SOFR plus 500 basis points from the due date of such payments under the Tax Receivable Agreement until such payments are made, including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose, including as a result of restrictions on payments to our equity owners in the agreements governing our indebtedness (although such payments are not considered late payments and therefore would accrue interest at the lower interest if we make such payments promptly after such limitations are removed). Subject to certain exceptions as noted above, our failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 60 calendar days of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement under certain circumstances, in which case, the Tax Receivable Agreement will terminate and future payments thereunder will be accelerated, as noted above.

Holdings LLC Agreement

We will operate our business through Holdings and its subsidiaries. In connection with the completion of this offering, we and the Continuing LLC Owners will enter into Holdings’s amended and restated limited liability company agreement, which we refer to as the “Holdings LLC Agreement.” The operations of Holdings, and the rights and obligations of the holders of LLC Interests, will be set forth in the Holdings LLC Agreement.

Appointment as Manager

Under the Holdings LLC Agreement, we will become a member and the sole manager of Holdings. As the sole manager, we will be able to control all of the day-to-day business affairs and decision-making of Holdings. As such, we, through our officers and directors, will be responsible for all operational and administrative decisions of Holdings and the day-to-day management of Holdings’s business. Pursuant to the terms of the Holdings LLC Agreement, we cannot, under any circumstances, be removed as the sole manager of Holdings except by our election.

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Compensation

We will not be entitled to compensation for our services as manager. We will be entitled to reimbursement or capital contribution credit by Holdings for fees and expenses incurred on behalf of Holdings, including all expenses associated with this offering and maintaining our corporate existence.

Distributions

The Holdings LLC Agreement will require “tax distributions” to be made by Holdings to its members, as that term is defined in the agreement. Tax distributions will be made to members on a pro rata basis, including us, in an amount at least sufficient to allow us to pay our taxes and our obligations under the Tax Receivable Agreement (as described above under “—Tax Receivable Agreement”), except to the extent such distributions would render Holdings insolvent or are otherwise prohibited by law or agreements governing our indebtedness (including the Credit Facility). The Holdings LLC Agreement will also allow for distributions to be made by Holdings to its members on a pro rata basis out of “distributable cash,” as that term is defined in the agreement. We expect Holdings may make distributions out of distributable cash periodically to the extent permitted by our agreements governing our indebtedness (including the Credit Facility) and necessary to enable us to cover our operating expenses and other obligations, including our tax liabilities and obligations under the Tax Receivable Agreement, as well as to make dividend payments, if any, to the holders of our Class A Common Stock.

LLC Interest Redemption Right

The Holdings LLC Agreement will provide a redemption right to the Continuing LLC Owners which will entitle them to have their LLC Interests redeemed (subject in certain circumstances to time-based vesting requirements) for, at our election (determined by a “disinterested majority” meaning a majority of our directors who are determined to be disinterested under the DGCL and, if applicable to the relevant determination, the “disinterested directors” (as determined under the NYSE rules) ), newly-issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC interest so redeemed, in each case in accordance with the terms of the Holdings LLC Agreement; provided that, at our election (determined by a disinterested majority), we may effect a direct exchange by Solo Brands, Inc. of such Class A common stock or such cash, as applicable, for such LLC Interests. Subject to the limitations under the Stockholders Agreement, the Continuing LLC Owners may exercise such redemption right, subject to certain exceptions, for as long as their LLC Interests remain outstanding. In connection with the exercise of the redemption or exchange of LLC Interests (1) the Continuing LLC Owners will be required to surrender a number of shares of our Class B common stock registered in the name of such redeeming or exchanging Continuing LLC Owner, and such surrendered shares of our Class B common stock will be transferred to the Company and will be canceled for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged and (2) all redeeming members will surrender LLC Interests to Holdings for cancellation.

Each Continuing LLC Owner’s redemption rights will be subject to certain limitations, including the expiration of any contractual lock-up period relating to the shares of our Class A common stock that may be applicable to such Continuing LLC Owner, the absence of any liens or encumbrances on such LLC Interests redeemed and certain limitations imposed under the Stockholders Agreement. Additionally, in the case we elect a cash settlement, such Continuing LLC Owner may rescind its redemption request within a specified period of time. Moreover, in the case of a settlement in Class A common stock, such redemption may be conditioned on the closing of an underwritten distribution of the shares of Class A common stock that may be issued in connection with such proposed redemption. In the case of a settlement in Class A common stock, such Continuing LLC Owner may also revoke or delay its redemption request if the following conditions exist: (1) any registration statement pursuant to which the resale of the Class A common stock to be registered for such Continuing LLC Owner at or immediately following the consummation of the redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become

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effective; (2) we failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such redemption; (3) we exercised our right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Continuing LLC Owner to have its Class A common stock registered at or immediately following the consummation of the redemption; (4) such Continuing LLC Owner is in possession of any material non-public information concerning us, the receipt of which results in such Continuing LLC Owner being prohibited or restricted from selling Class A common stock at or immediately following the redemption without disclosure of such information (and we do not permit disclosure); (5) any stop order relating to the registration statement pursuant to which the Class A common stock was to be registered by such Continuing LLC Owner at or immediately following the redemption shall have been issued by the SEC; (6) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A common stock is then traded; (7) there shall be in effect an injunction, a restraining order or a decree of any nature of any governmental entity that restrains or prohibits the redemption; (8) we shall have failed to comply in all material respects with our obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Continuing LLC Owner to consummate the resale of the Class A common stock to be received upon such redemption pursuant to an effective registration statement; or (9) the redemption date would occur three business days or less prior to, or during, a black-out period.

The Holdings LLC Agreement will require that in the case of a redemption by a Continuing LLC Owner we contribute cash or shares of our Class A common stock, as applicable, to Holdings in exchange for an amount of newly issued LLC Interests that will be issued to us equal to the number of LLC Interests redeemed from the Continuing LLC Owner. Holdings will then distribute the cash or shares of our Class A common stock, as applicable, to such Continuing LLC Owner to complete the redemption. In the event of an election by a Continuing LLC Owner, we may, at our option, effect a direct exchange by Solo Brands, Inc. of cash or our Class A common stock, as applicable, for such LLC Interests in lieu of such a redemption. Whether by redemption or exchange, we are obligated to ensure that at all times the number of LLC Interests that we own equals the number of our outstanding shares of Class A common stock (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Indemnification

The Holdings LLC Agreement will provide for indemnification of the manager, members and officers of Holdings and their respective subsidiaries or affiliates.

Amendments

In addition to certain other requirements, our consent, as manager, and the consent of members holding a majority of the LLC Interests then outstanding (excluding LLC Interests held directly or indirectly by us) will generally be required to amend or modify the Holdings LLC Agreement.

Transfer Restrictions

The Holdings LLC Agreement provides that pre-IPO shareholders other than Summit Partners (the “Other Holders”) may only sell shares of common stock acquired prior to the closing of this offering contemporaneously with sales of common stock by Summit Partners in either a public or private sale to unaffiliated third parties. In connection with any such sale, an Other Holder is generally entitled to sell up to a number of shares of our common stock equal to the aggregate number of shares of common stock held by such Other Holder multiplied by a fraction, the numerator of which is the aggregate number of shares being sold by Summit Partners in such sale and the denominator of which is the aggregate number of shares of common stock held by Summit Partners immediately prior to such sale.

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Stockholders Agreement

Substantially concurrent with the closing of this offering, Summit Partners, which will hold Class A Common Stock or Class B Common Stock representing approximately % of the combined voting power of our Class A and Class B Common Stock, certain Continuing LLC Owners, certain of our other stockholders, we and Holdings intend to enter into the Stockholders Agreement. Under the Stockholders Agreement, no party thereto other than Summit Partners and its affiliates may sell any of their Class A Common Stock or LLC Interests held as of the consummation of this offering for a period of four years following the consummation of this offering, subject to certain customary exceptions including those described under “Transfer Restrictions” above. In addition, Summit Partners will have the right to nominate up to four directors to our Board, subject to certain specified sunset provisions. In addition, we have agreed not to increase or decrease the size of our board of directors unless approved by Summit Partners. Finally, any authorization or issuance of any new class of units of Holdings (other than common units) will require the approval of holders of a majority of the shares of common stock held by Summit Partners and its affiliates.

Registration Rights Agreement

Upon consummation of the offering, we intend to assume all of the obligations of Holdings under the Registration Rights Agreement with the Original LLC Owners, certain of our other stockholders and Holdings. The Registration Rights Agreement will provide the Original LLC Owners and certain of our other stockholders

specified registration rights whereby, at any time following our initial public offering and the expiration of any related lock-up period, and subject to customary limitations, the Continuing LLC Owners can require us to register under the Securities Act shares of Class A Common Stock issuable to it upon, at our election, redemption or exchange of their LLC Interests, and the Former LLC Owners can require us to register under the Securities Act the shares of Class A Common Stock issued to them in connection with the Transactions. The Registration Rights Agreement will also provide for piggyback registration rights for the Original LLC Owners and certain of our other stockholders.

Reserved Share Program

At our request, an affiliate of BofA Securities, Inc., a participating Underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

Policies and Procedures for Related Party Transactions

Our board of directors will adopt a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy. In

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connection with the review and approval or ratification of a related person transaction, management must disclose to the audit committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction. Management must advise the audit committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction, and whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules. Management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.

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PRINCIPAL STOCKHOLDERS

The following table presents information as to the beneficial ownership of our Class A Common Stock and Class B Common Stock, after the consummation of the Transactions, including this offering, for:

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class A Common Stock or our Class B Common Stock;

•

each named executive officer;

•

each of our directors; and

•

all executive officers and directors as a group.

As described in “Transactions” and “Certain Relationships and Related Party Transactions,” the Continuing LLC Owners will be entitled to have their LLC Interests redeemed for Class A Common Stock on a one-for-one basis, or cash equal to the market value of the applicable number of our shares of Class A Common Stock. In addition, at Solo Stove’s election, Solo Stove may effect a direct exchange of such Class A Common Stock or such cash for such LLC Interests in lieu of such a redemption. In connection with this offering, we will issue to the Continuing LLC Owners one share of Class B Common Stock for each LLC Interest they own. As a result, the number of shares of Class B Common Stock listed in the table below correlates to the number of LLC Interests the Continuing LLC Owners will own immediately prior to and after this offering (but after giving effect to the Transactions other than this offering). See “Transactions.”

The number of shares beneficially owned by each stockholder as described in this prospectus is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights, including the redemption right described above, held by such person that are currently exercisable or will become exercisable within 60 days of October 20, 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Solo Brands, Inc., 1070 S. Kimball Ave. Suite 121, Southlake, TX 76092. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

The following table does not reflect any shares of our common stock that may be purchased pursuant to our reserved share program described under “Certain Relationships and Related Party Transactions” and “Underwriting.” If any shares of our common stock are purchased by our existing principal stockholders, directors, officers or their affiliated entities, the number and percentage of shares of our common stock beneficially owned by them after this offering will differ from those set forth in the following table. The following table does not reflect any shares of Class A Common Stock underlying any awards of stock options or RSUs that will be made under our Incentive Award Plan in connection with this offering, as such stock options or RSUs will not be vested or exercisable within 60 days of October 20, 2021.

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	Shares of Class A Common Stock Beneficially Owned⁽¹⁾					Shares of Class B Common Stock Beneficially Owned					Total Common Stock Beneficially Owned⁽²⁾
Name of Beneficial Owner	Number		Percentage			Number		Percentage			Percentage
5% Stockholders
Entities affiliated with Summit Partners⁽³⁾		29,924,875		48.1	%		13,984,904		42.0	%		46.0	%
Entities affiliated with Bertram Capital⁽⁴⁾		11,745,196		18.9	%		—		—			12.3	%
Jan Brothers Holdings, Inc.⁽⁵⁾		—		—			8,737,804		26.3	%		9.2	%
Entities affiliated with Neuberger Berman⁽⁶⁾		6,896,133		11.1	%		—		—			7.2	%
Named Executive Officers and Directors
John Merris⁽⁷⁾		1,927,146		3.1	%		1,467,449		4.4	%		3.6	%
Matthew Webb⁽⁸⁾		268,405		*			548,632		1.6	%		*
Clint Mickle⁽⁹⁾		171,779		*			516,461		1.6	%		*
Matthew Guy-Hamilton		—		—			—		—			—
Paul Furer		—		—			—		—			—
Andrea K. Tarbox		—		—			11,012		*			*
Julia Brown		—		—			—		—			—
Marc Randolph		—		—			—		—			—
All directors and executive officers as a group (13 persons)		2,635,734		4.2	%		3,664,357		11.0	%		6.6	%

Represents beneficial ownership of less than 1%.

(1)

Each LLC Interest (other than LLC Interests held by us) is redeemable from time to time at each holder’s option for, at our election (determined by at least two of our independent directors (within the meaning of the NYSE rules) who are disinterested), newly issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Holdings LLC Agreement; provided that, at our election (determined by at least two of our independent directors (within the meaning of the NYSE rules) who are disinterested), we may effect a direct exchange by Solo Brands, Inc. of such Class A common stock or such cash, as applicable, for such LLC Interests. The Continuing LLC Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Holdings LLC Agreement.” In this table, beneficial ownership of LLC Interests has been reflected as beneficial ownership of shares of our Class A common stock for which such LLC Interests may be exchanged. When an LLC Interest is exchanged by a Continuing LLC Owner, a corresponding share of Class B common stock will be cancelled.

(2)

Represents the percentage of voting power of our Class A common stock and Class B common stock voting as a single class. Each share of Class A common stock entitles the registered holder to one vote per share and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B common stock will vote as a single class on all matters except as required by law or our amended and restated certificate of incorporation.

(3)

Represents 11,326,704, 17,304,471, 467,193, 570,198, 201,569, 50,833, and 3,907 shares of Class A common stock held directly by Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-B, L.P., Summit Partners Growth Equity Fund X-C, L.P., Summit Partners Subordinated Debt Fund V-A, L.P., Summit Partners Subordinated Debt Fund V-B, L.P., Summit Investors X, LLC, and Summit Investors X (UK), L.P., respectively, and 13,984,904 shares of Class B common stock held directly by SP-SS Aggregator LLC. This number excludes 13,984,904 shares of Class A common stock issuable in exchange for LLC Interests held by SP-SS Aggregator LLC. These shares of Class A common stock issuable in exchange for LLC Interests represent approximately 14.7% of the shares of Class A common stock that would be outstanding immediately after this offering if all outstanding LLC Interests were exchanged and all outstanding shares of Class B common stock were cancelled at that time. Summit Partners, L.P. is the managing member of Summit Partners GE X, LLC, which is the general partner of Summit Partners GE X, L.P., the general partner of each of Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-B, L.P., and Summit Partners Growth Equity Fund X-C, L.P. Summit Partners, L.P. also is the managing member of Summit Partners SD V, LLC, which is the general partner of Summit Partners SD V, L.P., the general partner of each of Summit Partners Subordinated Debt Fund V-A, L.P. and Summit Partners Subordinated Debt Fund V-B, L.P. Summit Master Company, LLC is the sole managing member of Summit Investors Management, LLC, which is (A) the manager of Summit Investors X, LLC, and (B) the general partner of Summit Investors X (UK), L.P. Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its Investment Committee. SP-SS Aggregator LLC is managed by a manager appointed by the members holding a majority of the interests of the entity, which manager is currently designated to be Summit Partners Growth Equity Fund X-A, L.P. Summit Partners, L.P., through a three-person Investment Committee currently composed of

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John R. Carroll, Peter Y. Chung and Christopher J. Dean, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. The mailing address for each of the foregoing entities and individuals is 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.

(4)

Consists of (i) 5,405,533 shares of Class A common stock that will be issued to Bertram Growth Capital III L.P. in connection with the Transactions, (ii) 2,367,666 shares of Class A common stock that will be issued to Bertram Growth Capital III-A L.P. in connection with the Transactions and (iii) 3,971,997 shares of Class A common stock that will be issued to Bertram Growth Capital III Annex Fund L.P. in connection with the Transactions. The voting and disposition of each of these entities is controlled by Bertram Growth Capital III (GPLLC), L.L.C. The address for each of these entities is 950 Tower Lane, Suite 1000, Foster City, CA 94404.

(5)

Consists of 8,737,804 shares of Class B common stock that will be issued to Jan Brothers Holding, Inc. in connection with the Transactions. The voting and disposition of Jan Brothers Holding, Inc. is controlled by Jeffrey Jan and Spencer Jan.

(6)

Consists of (i) 344,793 shares of Class A common stock that will be issued to NB Crossroads Private Markets Fund V Holdings LP in connection with the Transactions, (ii) 896,506 shares of Class A common stock that will be issued to NB Crossroads XXII-MC Holdings LP in connection with the Transactions, (iii) 2,999,813 shares of Class A common stock that will be issued to NB Select Opps II MHF LP in connection with the Transactions and (iv) 2,655,021 shares of Class A common stock that will be issued to NB Gemini Fund LP in connection with the Transactions. The voting and disposition of each of these entities is controlled by Neuberger Berman Group LLC (“NBG”) and certain of its affiliates, including NB Alternatives Advisers LLC (“NBAA”), as investment manager of these entities. NBG and its affiliates do not, however, have any economic interest in the shares held by these entities. The business address of NBAA is 325 N. Saint Paul Street, Suite 4900, Dallas, Texas 75201.

(7)

Consists of (i) 1,927,146 shares of Class A common stock underlying vested incentive units and (ii) 1,467,449 shares of Class B common stock held by a holding company for which voting and investment power are held by Mr. Merris.

(8)

Consists of (i) 268,405 shares of Class A common stock underlying vested incentive units and (ii) 548,632 shares of Class B common stock held by a holding company for which voting and investment power are held by Mr. Webb.

(9)

Consists of (i) 171,779 shares of Class A common stock underlying vested incentive units and (ii) 516,461 shares of Class B common stock held by a holding company for which voting and investment power are held by Mr. Mickle.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions of our capital stock and provisions of our amended and restated certificate of incorporation, and our bylaws, each of which will be in effect prior to the completion of this offering, are summaries and are qualified by reference to the amended and restated certificate of incorporation and the bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part.

As of the consummation of this offering, our authorized capital stock will consist of 475 million shares of Class A Common Stock, par value $0.001 per share, 50 million shares of Class B Common Stock, par value $0.001 per share, and 10 million shares of preferred stock.

Common Stock

As of the consummation of this offering, there will be 62,223,211 shares of our Class A Common Stock issued and outstanding, par value $0.001 per share, and 33,264,401 shares of our Class B Common Stock issued and outstanding, par value $0.001 per share.

Class A Common Stock

Voting Rights

Holders of our Class A Common Stock will be entitled to cast one vote per share. Holders of our Class A Common Stock will not be entitled to cumulate their votes in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all holders of Class A Common Stock and Class B Common Stock present in person or represented by proxy, voting together as a single class. Except as otherwise provided by law, amendments to the amended and restated certificate of incorporation must be approved by a majority or, in some cases, a super-majority of the combined voting power of all shares of Class A Common Stock and Class B Common Stock, voting together as a single class.

Dividend Rights

Holders of Class A Common Stock will share ratably (based on the number of shares of Class A Common Stock held) if and when any dividend is declared by the board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Liquidation Rights

On our liquidation, dissolution or winding up, each holder of Class A Common Stock will be entitled to a pro rata distribution of any assets available for distribution to common stockholders.

Other Matters

No shares of Class A Common Stock will be subject to redemption or have preemptive rights to purchase additional shares of Class A Common Stock. Holders of shares of our Class A Common Stock do not have subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A Common Stock. Upon consummation of this offering, all the outstanding shares of Class A Common Stock will be validly issued, fully paid and non-assessable.

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Class B Common Stock

Issuance of Class B Common Stock with LLC Interests

Shares of Class B Common Stock will only be issued to Continuing LLC Owners. Shares of Class B Common Stock will only be issued in the future to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing LLC Owners and the number of shares of Class B Common Stock issued to the Continuing LLC Owners. Shares of Class B Common Stock are transferable only together with an equal number of LLC Interests. Shares of Class B Common Stock will be cancelled on a one-for-one basis if we, at the election of the Continuing LLC Owners, redeem or exchange their LLC Interests pursuant to the terms of the Holdings LLC Agreement.

Voting Rights

Holders of Class B Common Stock will be entitled to cast one vote per share, with the number of shares of Class B Common Stock held by the Continuing LLC Owners being equivalent to the number of LLC Interests held by such Continuing LLC Owners. Holders of our Class B Common Stock will not be entitled to cumulate their votes in the election of directors.

Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all Class A and Class B stockholders present in person or represented by proxy, voting together as a single class. Except as otherwise provided by law, amendments to the amended and restated certificate of incorporation must be approved by a majority or, in some cases, a super-majority of the combined voting power of all shares of Class A Common Stock and Class B Common Stock, voting together as a single class.

Dividend Rights

Holders of our Class B Common Stock will not participate in any dividend declared by the board of directors.

Liquidation Rights

On our liquidation, dissolution or winding up, holders of Class B Common Stock shall be entitled to receive $0.001 per share and will not be entitled to receive any distribution of our assets.

Transfers

Pursuant to the Holdings LLC Agreement, each holder of Class B Common Stock agrees that:

•

the holder will not transfer any shares of Class B Common Stock to any person unless the holder transfers an equal number of LLC Interests to the same person; and

•

in the event the holder transfers any LLC Interests to any person, the holder will transfer an equal number of shares of Class B Common Stock to the same person.

Other Matters

No shares of Class B Common Stock will have preemptive rights to purchase additional shares of Class B Common Stock. Holders of shares of our Class B Common Stock do not have subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class B Common Stock. Upon consummation of this offering, all outstanding shares of Class B Common Stock will be validly issued, fully paid and nonassessable.

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Preferred Stock

Our amended and restated certificate of incorporation will provide that our board of directors has the authority, without action by the stockholders, to designate and issue up to shares of preferred stock in one or more classes or series and to fix the powers, rights, preferences, privileges and restrictions of each class or series of preferred stock, including dividend rights, conversion rights, voting rights, redemption privileges, liquidation preferences and the number of shares constituting any class or series, which may be greater than the rights of the holders of the common stock. There will be no shares of preferred stock outstanding immediately after this offering.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our Class A Common Stock by restricting dividends on the Class A Common Stock, diluting the voting power of the Class A Common Stock or subordinating the liquidation rights of the Class A Common Stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Class A Common Stock.

Exclusive Venue

Our amended and restated certificate of incorporation to be effective immediately after the closing of this offering will provide that the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom is the sole and exclusive forum for the following claims or causes of action under the Delaware statutory or common law: (i) any derivative claim or cause of action brought on our behalf; (ii) any claim or cause of action for a breach of fiduciary duty owed by any of our current or former directors, officers, or other employees to us or our stockholders; (iii) any claim or cause of action against us or any of our current or former directors, officers or other employees arising out of or pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our bylaws (as each may be amended from time to time); (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (as each may be amended from time to time, including any right, obligation, or remedy thereunder); (v) any claim or cause of action as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any claim or cause of action against us or any of our current or former directors, officers, or other employees governed by the internal-affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Our amended and restated certificate of incorporation to be effective on the closing of this offering will further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against an defendant to such complaint. The choice of forum provisions would not apply to claims or causes of action brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

For the avoidance of doubt, these provisions are intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be

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enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Additionally, our amended and restated certificate of incorporation to be effective immediately after the closing of this offering will provide that any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions.

Anti-Takeover Effects of Provisions of our Amended and Restated Certificate of Incorporation, our Bylaws and Delaware Law

Our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect upon completion of this offering, also contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Classified Board of Directors

Our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes, with the classes as nearly equal in number as possible and each class serving three-year staggered terms. In addition, our amended and restated certificate of incorporation will provide that directors may only be removed from our board of directors with cause. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control of us or our management.

Authorized but Unissued Shares

The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the NYSE. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our amended and restated certificate of incorporation will provide that stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. Our amended and restated certificate of incorporation will provide that, subject to applicable law, special meetings of the stockholders may be called only by a resolution adopted by the affirmative vote of the majority of the directors then in office. Our bylaws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. In addition, any stockholder who wishes to bring business before an annual meeting or nominate directors must comply with the advance notice and duration of ownership requirements set forth in our bylaws and provide us with certain information. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control of us or our management.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents

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in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will provide that stockholder action by written consent will be permitted only if the action to be effected by such written consent and the taking of such action by such written consent have been previously approved by the board of directors.

Amendment of Amended and Restated Certificate of Incorporation or Bylaws

The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Upon completion of this offering, our bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of the holders of at least 66-²/₃% of the votes which all our stockholders would be entitled to cast in any annual election of directors. In addition, the affirmative vote of the holders of at least 66-²/₃% of the votes which all our stockholders would be entitled to cast in any election of directors will be required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our certificate described above.

The foregoing provisions of our amended and restated certificate of incorporation and bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares of Class A Common Stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.

In addition, we are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Because we have “opted out” of Section 203 of the DGCL in our amended and restated certificate of incorporation, the statute will not apply to business combinations involving us.

Limitations on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our amended and restated certificate of incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary

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damages against a director for breach of fiduciary duties as a director, except that a director will be personally liable for:

•

any breach of his duty of loyalty to us or our stockholders;

•

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

any transaction from which the director derived an improper personal benefit; or

•

improper distributions to stockholders.

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Corporate Opportunities

In recognition that partners, principals, directors, officers, members, managers and/or employees of the Original LLC Owners and their affiliates and investment funds, which we refer to as the Corporate Opportunity Entities, may serve as our directors and/or officers, and that the Corporate Opportunity Entities may engage in activities or lines of business similar to those in which we engage, our amended and restated certificate of incorporation provides for the allocation of certain corporate opportunities between us and the Corporate Opportunity Entities. Specifically, none of the Corporate Opportunity Entities has any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business that we do. In the event that any Corporate Opportunity Entity, through its partner, principal, director, officer, member, manager or employee or otherwise, acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and the Corporate Opportunity Entity will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or direct such opportunity to another person. In addition, if a director of our Company who is also a partner, principal, director, officer, member, manager or employee of any Corporate Opportunity Entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us and a Corporate Opportunity Entity, we will not have any expectancy in such corporate opportunity. Matthew Guy-Hamilton and Paul Furer, who will serve as directors on our Board of Directors, are or are affiliated with Original LLC Owners. In the event that any other director of ours acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us we will not have any expectancy in such corporate opportunity unless such potential transaction or matter was presented to such director expressly in his or her capacity as such.

By becoming a stockholder in our Company, you will be deemed to have notice of and consented to these provisions of our amended and restated certificate of incorporation. Any amendment to the foregoing provisions of our amended and restated certificate of incorporation requires the affirmative vote of at least two-thirds of the voting power of all shares of our common stock then outstanding.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation. Pursuant to Section 262 of the DGCL, stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law and such suit is brought in the Court of Chancery in the State of Delaware.

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Listing

Our Class A Common Stock will be listed on the NYSE under the trading symbol “DTC”.

Transfer Agent and Registrar

Upon the closing of this offering, the transfer agent and registrar for our Class A Common Stock will be American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219.

Stockholders Agreement

In connection with this offering, we will enter into the Stockholders Agreement with certain Continuing LLC Owners pursuant to which Summit Partners will have specified board representation rights, governance rights and other rights. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

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DESCRIPTION OF INDEBTEDNESS

Summit Notes

Credit Facility

On May 12, 2021, we entered into the Credit Facility. The Credit Facility consisted solely of a revolving line of credit and expires on May 12, 2026. All borrowings under the Credit Facility bear interest at a variable rate based on prime, federal funds, or LIBOR plus an applicable margin based on our total net leverage ratio. Interest is due on the last business day of each selected interest period, which is currently the last day of each March, June, September and December.

On June 2, 2021, we entered into an amendment to the Credit Facility to increase the maximum amount of revolving credit available under the Credit Facility. As so amended, the Credit Facility allowed us to borrow up to $250.0 million of revolving loans, including the ability to issue up to $20.0 million in letters of credit.

On September 1, 2021, we entered into a second amendment to the Credit Facility to further increase the amount of revolving credit available under the Credit Facility and to provide for the borrowing of term loans in an initial amount of $100.0 million. As so amended, the Credit Facility allows us to borrow up to $350.0 million of revolving loans, including the ability to issue up to $20.0 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under the Credit Facility, it does reduce the amounts available under the Credit Facility. As of June 30, 2021, we had $186 million outstanding under the Credit Facility.

Other Terms of the Credit Facility

We may request incremental term loans, incremental equivalent debt, or revolving commitment increases (we refer to each as an Incremental Increase) in amounts such that, after giving pro forma effect to such Incremental Increase, our total net first lien leverage ratio or total net secured leverage ratio, as applicable, would not exceed the Available Incremental Amount (as defined in the Credit Facility) under the Credit Facility. In the event that any lenders fund any of the Incremental Increases, the terms and provisions of each Incremental Increase, including the interest rate, shall be determined by us and the lenders, but in no event shall the terms and provisions, when taken as a whole and subject to certain exceptions, of the applicable Incremental Increase, be more favorable to any lender providing any portion of such Incremental Increase than the terms and provisions of the loans provided under the Credit Facility.

The Credit Facility is (a) jointly and severally guaranteed by Solo Stove Intermediate, LLC, the other Guarantors and any future subsidiaries that execute a joinder to the guaranty and related collateral agreements and (b) secured by a first priority lien on substantially all of our and the Guarantors’ assets, subject to certain customary exceptions.

The Credit Facility requires us to comply with certain financial ratios, including:

•

at the end of each fiscal quarter, a Total Net Leverage Ratio (as defined in the Credit Facility) for the four quarters then ended of not more than: 4.00 to 1.00, for each quarter ending on September 30 and

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December 31 in 2021, each quarter ending in 2022, and on March 31, 2023; 3.75 to 1.00, for each quarter ending June 30, 2023 through March 31, 2024; and 3.50 to 1.00, for each quarter ending June 30, 2024 or thereafter;

•

at the end of each fiscal quarter, an Interest Coverage Ratio (as defined in the Credit Facility) for the four quarters then ended of not less than 3.00 to 1.00.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our Class A Common Stock. Future sales of substantial amounts of Class A Common Stock in the public market (including shares of Class A Common Stock issuable upon redemption or exchange of LLC Interests), or the perception that such sales may occur, could adversely affect the market price of our Class A Common Stock. Although we have applied to have our Class A Common Stock listed on NYSE, we cannot assure you that there will be an active public market for our Class A Common Stock.

Upon the closing of this offering, we will have outstanding an aggregate of 62,223,211 shares of Class A common stock, assuming the issuance of 12,903,225 shares of Class A common stock offered by us in this offering. Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below.

The remaining shares of Class A common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

In addition, each common unit held by our Continuing LLC Owners will be redeemable, at the election of each Continuing LLC Owner, for newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment, in accordance with the terms of the Holdings LLC Agreement. We may effect a direct exchange. of such Class A common stock or such cash, as applicable, for such LLC Interests. The Continuing LLC Owners may exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Holdings LLC Agreement.” Upon consummation of this offering, our Continuing LLC Owners will hold 33,264,401 LLC Interests, all of which will be exchangeable for shares of our Class A common stock. The shares of Class A common stock we issue upon such exchanges would be “restricted securities” as defined in Rule 144 unless we register such issuances. However, we have previously entered into a Registration Rights Agreement with the Continuing LLCOwners that will require us, subject to customary conditions, to register under the Securities Act these shares of Class A common stock. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Lock-up Agreements

In connection with this offering, our officers and directors, and certain of our stockholders, have each entered into a lock-up agreement with the underwriters of this offering that restricts the sale of shares of our common stock by those parties for a period of 180 days after the date of this prospectus without the prior written consent of the representatives. However, the representatives, on behalf of the underwriters, may, in their discretion, choose to release any or all of the shares of our common stock subject to these lock-up agreements at any time prior to the expiration of the lock-up period without notice. For more information, see “Underwriting.” Upon the expiration of the lock-up period, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above.

Rule 144

Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our Class A Common Stock for at least 180 days would be entitled to sell

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in “broker’s transactions” or certain “riskless principal transactions” or to market makers, a number of shares within any three-month period that does not exceed the greater of:

•

1% of the number of shares of our Class A Common Stock then outstanding; and

•

the average weekly trading volume in our Class A Common Stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the NYSE concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the 90 days preceding a sale, and who has beneficially owned shares of our Class A Common Stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701, any of an issuer’s employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register the offer and sale of all shares of Class A Common Stock issuable under our stock plans. We expect to file the registration statement covering shares offered pursuant to our stock plans shortly after the date of this prospectus, permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market subject to compliance with the resale provisions of Rule 144.

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Registration Rights

Upon the closing of this offering, the holders of 81,916,806 shares of Class A Common Stock (including the holders of LLC Interests redeemable or exchangeable for shares of Class A Common Stock) or their transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement described in “Underwriting.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.

This discussion is limited to Non-U.S. Holders that hold our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including alternative minimum tax and the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

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U.S. expatriates and former citizens or long-term residents of the United States;

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persons holding our Class A common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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banks, insurance companies, and other financial institutions;

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brokers, dealers or traders in securities;

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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

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partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

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tax-exempt organizations or governmental organizations;

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persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;

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persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

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tax-qualified retirement plans; and

•

“qualified foreign pension funds” as defined in Section 897(I)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of an owner in such an entity will depend on the status of the partner, the activities of such entity and certain determinations made at the owner level. Accordingly, entities treated as partnerships holding our Class A common stock and the owners in such entities should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE

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APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our Class A common stock that is neither a “U.S. person” nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•

an individual who is a citizen or resident of the United States;

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a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section entitled “Dividend policy,” we do not anticipate declaring or paying dividends to holders of our Class A common stock in the foreseeable future. However, if we do make distributions of cash or property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or other taxable disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of

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30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

Subject to the discussion below under “Information reporting and backup withholding” and “Additional withholding tax on payments made to foreign accounts,” a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. Holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our Class A common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain realized upon the sale or other taxable disposition of our Class A common stock, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Class A common stock will not be subject to U.S. federal income tax if our Class A common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually or constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our Class A common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our Class A common stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In

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addition, proceeds of the sale or other taxable disposition of our Class A common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our Class A common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Class A common stock, in each case, paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations (including providing sufficient documentation evidencing its compliance (or deemed compliance) with FATCA), (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A common stock. While withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

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UNDERWRITING

BofA Securities, Inc., J.P. Morgan Securities LLC and Jefferies LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.


Underwriter	Number of Shares
BofA Securities, Inc.
J.P. Morgan Securities LLC
Jefferies LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Piper Sandler & Co.
William Blair & Company, L.L.C.
Fifth Third Securities, Inc.
Academy Securities, Inc.
C.L. King & Associates, Inc.

Total		12,903,225

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

Per Share

Without
Option

With
Option

Public offering price

Underwriting discount

Proceeds, before expenses, to us

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The expenses of the offering, not including the underwriting discount, are estimated at $3.5 million and are payable by us. We have agreed to reimburse the underwriters for certain expenses, including expenses relating to clearance of this offering with the Financial Industry Regulatory Authority, in an amount not to exceed $35,000. The underwriters have agreed to reimburse us for certain expenses in connection with this offering.

Option to Purchase Additional Shares

We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 1,935,483 additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We, our executive officers and directors and our other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of the representatives. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

•

offer, pledge, sell or contract to sell any common stock,

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sell any option or contract to purchase any common stock,

•

purchase any option or contract to sell any common stock,

•

grant any option, right or warrant for the sale of any common stock,

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lend or otherwise dispose of or transfer any common stock,

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request or demand that we file or make a confidential submission of a registration statement related to the common stock, or

•

enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

The agreements of our officers, directors and certain holders of our common stock do not apply to (a) transfer or distribution made if such common stock is acquired in one or more open market transactions after the effective date of this offering, provided that any filing under the Exchange Act required to be made during the 180-day period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described herein and such holder does not otherwise voluntarily effect any other public filing or report regarding such transfer or distribution during the 180-day period; (b) transfer or distribution made if such common stock is purchased from the underwriters in the offering, unless such holder is an officer or director of the Company, whether or not issuer-directed provided that such transfer or distribution is not required to be reported with the SEC on Form 4 and such holder does not otherwise voluntarily effect any public filing or report regarding such transfers during the 180-day period; (c) transfer or distribution made (i) as a bona fide gift or gifts; (ii) to any immediate family member or dependent of such holder; (iii) as a distribution by a trust to its beneficiaries; or (iv) as a distribution to partners, members, managers, limited partners, subsidiaries, affiliates or stockholders or

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other equity holders of such holder, to such holder’s affiliates or to any investment fund or other entity that directly or indirectly controls or manages, is under common control with, or is controlled or managed by, such holder or affiliates of such holder (including, for the avoidance of doubt, where such holder is a partnership, to its general partner or a successor partnership or fund, or any other funds controlled or managed by such partnership), provided that such transfer or distribution shall not involve a disposition for value, the transferee or distributee agrees to such restrictions for the remainder of the 180-day period and such transfer or distribution is not required to be reported with the SEC on Form 4 and such holder does not otherwise voluntarily effect any public filing or report regarding such transfers during the 180-day period; (d) transfer or distribution made by will or intestacy or to any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of such holder or the immediate family of such holder, provided that such transfer or distribution shall not involve a disposition for value, the transferee or distributee agrees to such restrictions for the remainder of the 180-day period and any filing under the Exchange Act required to be made during the 180-day period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described herein and such holder does not otherwise voluntarily effect any other public filing or report regarding such transfer or distribution during the 180-day period; (e) transfer or distribution made pursuant to domestic relations or court orders, including a negotiated divorce settlement, provided that such transfer or distribution shall not involve a disposition for value and any filing under the Exchange Act required to be made during the 180-day period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described herein and such holder does not otherwise voluntarily effect any other public filing or report regarding such transfer or distribution during the 180-day period; (f) transfer or distribution made to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible in connection with (i) a bona fide gift or gifts; (ii) any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of such holder or the immediate family of such holder; (iii) to any immediate family member or dependent of such holder; (iv) a distribution by a trust to its beneficiaries; or (v) a distribution to partners, members, managers, limited partners, subsidiaries, affiliates or stockholders or other equity holders of such holder, to such holder’s affiliates or to any investment fund or other entity that directly or indirectly controls or manages, is under common control with, or is controlled or managed by, such holder or affiliates of such holder (including, for the avoidance of doubt, where such holder is a partnership, to its general partner or a successor partnership or fund, or any other funds controlled or managed by such partnership), provided that the requirements for such transfer or distributions described herein shall apply to any such transfer or distribution by such nominee or custodian; (g) transfer or distribution made (i) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to or with all holders of common stock, involving a change of control, provided that (a) in the event that such tender offer, merger, consolidation or other such transaction is not completed, the common stock held by such holder shall remain subject to the lock-up agreement and (b) any common stock not transferred in connection with such transaction shall remain subject to the lock-up agreement; (ii) the exchange of any membership interests of Holdings (or securities convertible or exchangeable for units of Holdings) and a corresponding number of shares of Class B common stock into or for shares of Class A common stock (or securities convertible into or exercisable or exchangeable for Class A common stock pursuant to the Holdings LLC Agreement, as defined and described in the Prospectus), provided that (a) such shares of Class A common stock and other securities remain subject to the restrictions set forth in the lock-up agreement and (b) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Company regarding the exchange, such announcement or filing shall clearly indicate that the filing relates to the circumstances described herein and no transfer of the shares of Class A common stock or other securities received upon exchange may be made during the 180-day period; (iii) the transfer, conversion, reclassification, redemption or exchange of any securities pursuant to the reorganization transactions described in this prospectus, provided that any shares of common stock or securities convertible into or exercisable or exchangeable for common stock received in the reorganization transactions remain subject to the restrictions set forth in the lock-up agreement and provided further that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such holder or the Company regarding the transfer, conversion, reclassification, redemption or exchange, as applicable, such announcement or filing shall clearly indicate that the filing relates to the circumstances described in this clause (xiii) and no transfer of the shares of

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Class A common stock or other securities received upon exchange may be made during the 180-day period; (iv) to the Company in connection with the “cashless” or “net” exercise of options, warrants or other rights to purchase common stock for the purpose of exercising such options, warrants or other rights, or to cover tax withholding obligations of such holder in connection with such exercise, the vesting of restricted shares of common stock or restricted stock units, or the settling of restricted shares of common stock or restricted stock units, provided that (i) any remaining common stock received upon such exercise or such vesting or settlement will be subject to the restrictions set forth in the lock-up agreement, (ii) with respect to the “cashless” or “net” exercise of options, no filing under Section 16 of the Exchange Act is made during the first 90 days of the 180-day period, and (iii) (1) after the first 90 days of the 180-day period with respect to the “cashless” or “net” exercise of options and at any time during the 180-day period with respect to any other awards described in this (xi), any filing under Section 16 shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and (B) no common stock were sold by such holder, other than such transfers to the Company as described above and (2) such holder does not otherwise voluntarily effect any other public filing or report regarding such transfers during the 180-day period; or (v) pursuant to the underwriting agreement. Furthermore, such holder may establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the sale of any common stock, provided that (1) such plan does not provide for the transfer of common stock during the 180-day period, (2) no public report or filing with the Securities and Exchange Commission or otherwise is required to be made in connection with the establishment of such plan and (3) no such public report or filing is voluntarily made by or on behalf of such holder during the 180-day period.

Exchange Listing

We expect to list our Class A Common Stock on the NYSE under the symbol “DTC.”

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are

•

the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

•

our financial information,

•

the history of, and the prospects for, our company and the industry in which we compete,

•

an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,

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the present state of our development, and

•

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

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In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Reserved Share Program

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. An affiliate of J.P. Morgan Securities LLC acts as administrative agent, collateral agent and letter of credit issuer under the Credit Facility. An affiliate of Fifth Third Securities, Inc. is a lender under the Credit Facility.

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In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no offer of shares which are the subject of this offering has been, or will be, made to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation), except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a)

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require the Issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Relevant State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the Company and the underwriters that it is a qualified investor within the meaning of the Prospectus Regulation.

In the case of any shares being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a Relevant State to qualified investors, in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

The above selling restriction is in addition to any other selling restrictions set out below.

In connection with the offering, the underwriters are not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing the protections afforded to their clients nor for providing advice in relation to the offering.

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Notice to Prospective Investors in the United Kingdom

In relation to the United Kingdom, or the UK, no offer of shares which are the subject of this offering has been, or will be, made to the public in the UK prior to the publication of a prospectus in relation to the shares which has been approved by the Financial Conduct Authority in the UK in accordance with the UK Prospectus Regulation and the FSMA, except that offers of shares may be made to the public in the UK at any time under the following exemptions under the UK Prospectus Regulation and the FSMA:

(a)

to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(c)

at any time in other circumstances falling within section 86 of the FSMA,

provided that no such offer of shares shall require the Issuer or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

Each person in the UK who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the Company and the underwriters that it is a qualified investor within the meaning of the UK Prospectus Regulation.

In the case of any shares being offered to a financial intermediary as that term is used in Article 5(1) of the UK Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in the UK to qualified investors, in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and the expression “FSMA” means the Financial Services and Markets Act 2000.

This document is for distribution only to persons who (i) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended, or FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

197

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities

198

recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the shares were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred

199

within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a)

to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b)

where no consideration is or will be given for the transfer;

(c)

where the transfer is by operation of law; or

(d)

as specified in Section 276(7) of the SFA.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

200

LEGAL MATTERS

The validity of the issuance of our Class A Common Stock offered in this prospectus will be passed upon for us by Latham & Watkins LLP. The validity of the issuance of our Class A Common Stock offered in this prospectus will be passed upon for the underwriters in connection with this offering by Ropes & Gray LLP.

EXPERTS

The balance sheet and related notes of Solo Brands, Inc. as of June 29, 2021 appearing in this prospectus and registration statement has been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Solo Stove Holdings, LLC at December 31, 2020 (Successor) and for the period from October 9, 2020 to December 31, 2020 (Successor), and the financial statements of Frontline Advance, LLC as of December 31, 2019 and for the periods from January 1, 2020 to October 8, 2020 (Intermediate Successor), September 24, 2019 to December 31, 2019 (Intermediate Successor), and January 1, 2019 to September 23, 2019 (Predecessor), appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The audited financial statements of Chubbies, Inc. as of January 30, 2021 and for the year then ended included in this Registration Statement on Form S-1 have been audited by Moss Adams LLP, independent auditors, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A Common Stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith, certain portions of which are omitted as permitted by the rules and regulations of the SEC. For further information with respect to Solo Brands, Inc. and the shares of Class A Common Stock offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will be required to file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference room and the website of the SEC referred to above. We also maintain a website at www.solostove.com, through which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. You should not consider information on our website to be part of this prospectus or in deciding whether to purchase our Class A Common Stock.

201

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Solo Brands, Inc.


Report of Independent Registered Public Accounting Firm			F-2
Balance Sheet as of June 29, 2021			F-3
Notes to financial statement			F-4

Solo Stove Holdings, LLC

As of December 31, 2020 and 2019 and for the Related Periods Ended December 31, 2020 and 2019


Report of Independent Registered Public Accounting Firm			F-5
Consolidated balance sheets as of December 31, 2020 (Successor) and December 31, 2019 (Intermediate Successor)			F-6
Consolidated statements of operations for the periods from October 9, 2020 to December 31, 2020 (Successor), January 1, 2020 to October 8, 2020 (Intermediate Successor), September 24, 2019 to December 31, 2019 (Intermediate Successor), and January 1, 2019 to September 23, 2019 (Predecessor)			F-7
Consolidated statements of cash flows for the periods from October 9, 2020 to December 31, 2020 (Successor), January 1, 2020 to October 8, 2020 (Intermediate Successor), September 24, 2019 to December 31, 2019 (Intermediate Successor), and January 1, 2019 to September 23, 2019 (Predecessor)			F-8
Consolidated statements of members’ equity for the periods from October 9, 2020 to December 31, 2020 (Successor), January 1, 2020 to October 8, 2020 (Intermediate Successor), September 24, 2019 to December 31, 2019 (Intermediate Successor), and January 1, 2019 to September 23, 2019 (Predecessor)			F-9
Notes to financial statements			F-10

As of June 30, 2021 and 2020 and for the Six Months Ended June 30, 2021 and 2020


Consolidated balance sheets as of June 30, 2021 (Successor) and June 30, 2020 (Intermediate Successor) (Unaudited)			F-35
Consolidated statements of operations for the six months ended June 30, 2021 (Successor) and June 30, 2020 (Intermediate Successor) (Unaudited)			F-36
Consolidated statements of cash flows for the six months ended June 30, 2021 (Successor) and June 30, 2020 (Intermediate Successor) (Unaudited)			F-37
Consolidated statements of members’ equity for the six months ended June 30, 2021 (Successor) and June 30, 2020 (Intermediate Successor) (Unaudited)			F-38
Notes to financial statements (Unaudited)			F-39
Chubbies, Inc. As of January 30, 2021 and for the Year Ended January 30, 2021

Report of Independent Auditors			F-52
Balance sheet			F-53
Statement of income			F-54
Statement of stockholder’s equity			F-55
Statement of cash flows			F-56
Notes to financial statements			F-57

As of July 31, 2021 and for the Six Months Ended July 31, 2021

Balance sheet (unaudited)			F-67
Statement of income (unaudited)			F-68
Statement of stockholder’s equity (unaudited)			F-69
Statement of cash flows (unaudited)			F-70
Notes to financial statements (unaudited)			F-71

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholder and the Board of Directors of Solo Brands, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Solo Brands, Inc. (the Company) as of June 29, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at June 29, 2021 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2021.

Dallas, Texas

July 2, 2021

F-2

SOLO BRANDS, INC. BALANCE SHEET AS OF JUNE 29, 2021

(dollars in actuals)


Cash	$	100

Total Assets	$	100

Shareholders’ Equity:
Common shares, $0.01 par value, 100 shares authorized, issued and outstanding	$	1
Additional paid-in-capital		99

Total Shareholders’ Equity	$	100

See Notes to Financial Statement

F-3

SOLO BRANDS, INC.

NOTES TO THE FINANCIAL STATEMENT

NOTE 1—Nature of Business and Basis of Presentation

Nature of Business

Solo Brands, Inc., or the Company, was incorporated in Delaware on June 23, 2021. Pursuant to a reorganization into a holding company structure, the Company will be a holding company and its principal asset will be a controlling equity interest in Solo Stove Holdings, LLC. As the sole managing member of Solo Stove Holdings, LLC, the Company will operate and control all of the business and affairs of Solo Stove Holdings, LLC, and through Solo Stove Holdings, LLC and its subsidiaries, conduct its business.

Basis of Presentation

The balance sheet is presented in accordance with accounting principles generally accepted in the United States. Separate statements of operations, changes in shareholders’ equity, and cash flow have not been presented because the Company has not engaged in any activities except in connection with its formation.

NOTE 2—Summary of Significant Accounting Policies – Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

NOTE 3—Shareholders’ Equity

On June 23, 2021, the Company was authorized to issue 100 shares of common stock, $0.01 par value. On June 29, 2021, the Company issued 100 common shares for $100. The common shares receivable is reflected as a reduction to shareholders’ equity.

NOTE 4—Commitments and Contingencies

The Company did not have any commitments or contingencies as of June 29, 2021.

F-4

Report of Independent Registered Public Accounting Firm

To the Members and the Board of Directors of Solo Stove Holdings, LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Solo Stove Holdings, LLC (the Company) as of December 31, 2020 (Successor) and the related consolidated statements of operations, cash flows and members’ equity for the periods from October 9, 2020 to December 31, 2020 (Successor) and the related notes. We also audited the balance sheet of Solo DTC Brands, LLC (formerly named Frontline Advance, LLC) as of December 31, 2019 (Intermediate Successor) and the related statements of operations, cash flows and members’ equity for the periods from January 1, 2020 to October 8, 2020 (Intermediate Successor), September 24, 2019 to December 31, 2019 (Intermediate Successor), and January 1, 2019 to September 23, 2019 (Predecessor), and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 (Successor) and the results of its operations and its cash flows for the periods from October 9, 2020 to December 31, 2020 (Successor), and the financial position of Frontline Advance LLC as of December 31, 2019 (Intermediate Successor), and the results of its operations and its cash flows for the periods from January 1, 2020 to October 8, 2020 (Intermediate Successor), September 24, 2019 to December 31, 2019 (Intermediate Successor), and January 1, 2019 to September 23, 2019 (Predecessor) in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2021.

Dallas, Texas

July 2, 2021

F-5

SOLO STOVE HOLDINGS, LLC

Consolidated Balance Sheets

(in thousands)


	SUCCESSOR December 31, 2020			INTERMEDIATE SUCCESSOR December 31, 2019
ASSETS
Current assets
Cash and cash equivalents	$	32,753		$	5,025
Accounts receivable, net		4,166			1,280
Inventory		14,348			5,837
Prepaid expenses and other current assets		328			143

Total current assets		51,595			12,285
Non-current assets
Property and equipment, net		980			135
Intangible assets, net		200,587			40,298
Goodwill		289,096			52,697
Other non-current assets		149			83

Total non-current assets		490,812			93,213

Total assets	$	542,407		$	105,498


LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$	1,377		$	75
Accrued expenses and other current liabilities		15,203			5,476
Contingent consideration		100,000			2,080
Deferred revenue		20,246			36
Current portion of long-term debt		450			—

Total current liabilities		137,276			7,667
Non-current liabilities
Long-term debt, net		72,898			23,606
Other non-current liabilities		133			70

Total non-current liabilities		73,031			23,676

Commitments and contingencies (Note 12)

Members’ equity
Class A-1 units		—			77,244
Class A-2 units		—			1,933
Class A units		237,309			—
Class B units		103,109			—
Accumulated deficit		(8,318	)		(5,022	)

Total members’ equity		332,100			74,155

Total liabilities and members’ equity	$	542,407		$	105,498

See Notes to Consolidated Financial Statements

F-6

SOLO STOVE HOLDINGS, LLC

Consolidated Statements of Operations

(in thousands)


	SUCCESSOR Period from October 9, 2020 through December 31, 2020			INTERMEDIATE SUCCESSOR Period from January 1, 2020 through October 8, 2020			INTERMEDIATE SUCCESSOR Period from September 24, 2019 through December 31, 2019			PREDECESSOR Period from January 1, 2019 through September 23, 2019
Net sales	$	60,852		$	72,576		$	20,308		$	19,544
Cost of goods sold		23,183			23,275			11,720			5,496

Gross profit		37,669			49,301			8,588			14,048
Operating expenses
Selling, general & administrative expenses		18,515			21,499			8,012			8,357
Depreciation and amortization expenses		3,285			2,387			810			13
Other operating expenses		22,538			39,203			4,248			29,861

Total operating expenses		44,338			63,089			13,070			38,231

Income (loss) from operations		(6,669	)		(13,788	)		(4,482	)		(24,183	)
Non-operating expenses
Interest expense (income)		1,507			1,700			525			(6	)
Other non-operating expenses		121			319			15			338

Total non-operating expenses		1,628			2,019			(540	)		332

Income (loss) before income taxes		(8,297	)		(15,807	)		(5,022	)		(24,515	)
Income tax expense		21			78			—			3

Net income (loss)	$	(8,318	)	$	(15,885	)	$	(5,022	)	$	(24,518	)

Net income (loss) per unit⁽¹⁾
Basic	$	(0.02	)	$	(0.20	)	$	(0.06	)	$	—
Diluted	$	(0.02	)	$	(0.20	)	$	(0.06	)	$	—

Weighted-average units outstanding
Basic		425,000			78,639			78,106			—
Diluted		425,000			78,639			78,106			—

(1)

In the Successor period, the basic and diluted net income (loss) per unit amounts for the Class A and Class B units is the same for each class of unit. In the IntermediateSuccessor period, the basic and diluted net income (loss) per unit amounts for the Class A-1 and Class A-2 units is the same for each class of unit.

See Notes to Consolidated Financial Statements

F-7

SOLO STOVE HOLDINGS, LLC

Consolidated Statements of Cash Flows

(in thousands)


	SUCCESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			PREDECESSOR
	Period from October 9, 2020 through December 31, 2020			Period from January 1, 2020 through October 8, 2020			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2019 through September 23, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(8,318	)	$	(15,885	)	$	(5,022	)	$	(24,518	)
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities
Depreciation		37			76			8			13
Amortization of intangible assets		3,248			2,306			802			—
Amortization of debt issuance costs		55			719			41			—
Change in fair value of contingent consideration		19,073			—			903			—
Bad debt expense		35			2			3			6
Changes in assets and liabilities
Accounts receivable		(1,213	)		(1,249	)		(961	)		5
Inventory		(1,975	)		(104	)		8,355			(4,313	)
Prepaid expenses and other current assets		(118	)		(68	)		(125	)		20
Other non-current assets		—			(66	)		(45	)		(2	)
Accounts payable		(332	)		1,634			(99	)		170
Accrued expenses and other current liabilities		(22,789	)		37,337			(23,242	)		29,738
Deferred revenue		17,876			2,335			(10	)		(1,614	)
Other non-current liabilities		13			50			—			70

Net cash provided by (used in) operating activities		5,592			27,087			(19,392	)		(425	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(297	)		(661	)		(41	)		(77	)
Assets and liabilities acquired, 2019 acquisition, net		—			—			(52,309	)		—
Assets and liabilities acquired, 2020 acquisition, net		(273,144	)		—			—			—

Net cash provided by (used in) investing activities		(273,441	)		(661	)		(52,350	)		(77	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt		(55,000	)		(14,325	)		(5,200	)		—
Proceeds from debt		118,293			—			28,765			—
Repayment of revolving credit facility		—			(10,000	)		—			—
Proceeds from revolving credit facility		—			10,000			—			—
Payment of contingent consideration		—			(2,080	)		—			—
Contributions		—			700			—			—
Distributions		(12,691	)		(3,825	)		(1,171	)		(2,785	)
Proceeds from issuance of Class A-1 units		—			—			54,373			—
Proceeds from issuance of Class A units		250,000			—			—			—

Net cash provided by (used in) financing activities		300,602			(19,530	)		76,767			(2,785	)
Net change in cash and cash equivalents		32,753			6,896			5,025			(3,287	)
Cash and cash equivalents balance, beginning of period		—			5,025			—			4,816

Cash and cash equivalents balance, end of period	$	32,753		$	11,921		$	5,025		$	1,529

SUPPLEMENTAL DISCLOSURES:
Cash interest paid	$	1,453		$	991		$	484		$	1
SUPPLEMENTAL NONCASH INVESTING AND FINANCING DISCLOSURES:
Non-cash acquisition of Class A-2 units	$	—		$	—		$	1,975		$	—
Non-cash acquisition of Class B units	$	4,749		$	—		$	—		$	—

See Notes to Consolidated Financial Statements

F-8

SOLO STOVE HOLDINGS, LLC

Consolidated Statements of Members’ Equity

(in thousands)


PREDECESSOR								Members’ Equity			Accumulated Deficit			Total Members’ Equity
Balance at January 1, 2019								$	2,028		$	3,385		$	5,413
Member distribution									(2,785	)		—			(2,785	)
Net income (loss)									—			(24,518	)		(24,518	)

Balance at September 23, 2019								$	(757	)	$	(21,133	)	$	(21,890	)


	Class A-1					Class A-2					Accumulated Deficit			Total Members’ Equity
INTERMEDIATE SUCCESSOR	Units		Amount			Units		Amount			Accumulated Deficit			Total Members’ Equity
Balance at September 24, 2019		—	$	—			—	$	—		$	—		$	—
Issuance of Class A-1 units		76,131		78,373			—		—			—			78,373
Issuance of Class A-2 units		—		—			1,975		1,975			—			1,975
Member tax distributions		—		(1,129	)		—		(42	)		—			(1,171	)
Net income (loss)		—		—			—		—			(5,022	)		(5,022	)

Balance at December 31, 2019		76,131	$	77,244			1,975	$	1,933		$	(5,022	)	$	74,155

Rollover contribution		—		—			700		700			—			700
Member tax distributions		—		(3,672	)		—		(153	)		—			(3,825	)
Net income (loss)		—		—			—		—			(15,885	)		(15,885	)

Balance at October 8, 2020		76,131	$	73,572			2,675	$	2,480		$	(20,907	)	$	55,145


	Class A					Class B					Accumulated Deficit			Total Members’ Equity
SUCCESSOR	Units		Amount			Units		Amount			Accumulated Deficit			Total Members’ Equity
Balance at October 9, 2020		—	$	—			—	$	—		$	—		$	—
Issuance of Class A units		250,000		250,000			—		—			—			250,000
Issuance of Class B units		—		—			175,000		103,109			—			103,109
Member tax distributions		—		(12,691	)		—		—			—			(12,691	)
Net income (loss)		—		—			—		—			(8,318	)		(8,318	)

Balance at December 31, 2020		250,000	$	237,309			175,000	$	103,109		$	(8,318	)	$	332,100

See Notes to Consolidated Financial Statements

F-9

SOLO STOVE HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—Organization and Description of Business

Description of Business

Solo Stove Holdings, LLC (“Successor”, “Company”, “We”, “Our”, or “Solo Stove”), through a wholly owned subsidiary, Solo DTC Brands, LLC (formerly named Frontline Advance, LLC) (dba Solo Stove), offers portable, low-smoke fire pits, grills, and camping stoves for backyard and outdoor use in different sizes, fire pit bundles, gear kits, stoves, cookware, and dinnerware. Solo Stove also offers stove kit accessories and fire pit accessories. Solo Stove distributes its products through its website and other partners across North America and Europe.

Organization

Solo DTC Brands, LLC was formed as a limited liability company in the state of Texas on June 10, 2011. While operating as a limited liability company from 2011 to 2019, Solo Stove had two owners (“Founders”), which together owned 100 percent of the outstanding membership interest. For all periods, the operations of the Company are conducted through Solo DTC Brands, LLC.

Pursuant to the membership interest purchase agreement (the “2019 Agreement”) dated September 24, 2019, SS Acquisitions, Inc. (which was majority-owned by Bertram Capital) acquired 66.74 percent of the total Class A-1 and Class A-2 units of Solo DTC Brands, LLC from the Founders for total consideration paid of $52.3 million. The remaining interests were retained by the Founders and other employees who acquired interest as part of the 2019 Agreement. See Note 4 for additional information.

The Company was formed as a single-member limited liability company in the state of Delaware on October 6, 2020. Through a wholly-owned subsidiary, and pursuant to the securities purchase agreement (the “2020 Agreement”) dated October 9, 2020, the Company acquired 100 percent of the outstanding units of Solo DTC Brands, LLC. As a result, Solo DTC Brands, LLC became a wholly-owned subsidiary of the Company. In exchange, Solo Stove Holdings, LLC issued Class A and B units, through which Summit Partners Growth Equity Funds, Summit Partners Subordinated Debt Funds, and Summit Investors X Funds (collectively, the “Summit Partners”) acquired an effective 58.82 percent of the Company for total consideration paid of $273.1 million. The remaining units were retained by the Founders, SS Acquisitions, Inc., and other employees as part of the 2020 Agreement. See Note 4 for additional information.

Basis of Presentation

The period from January 1, 2019, through September 23, 2019, reflects the historical cost basis of accounting that existed prior to the 2019 Agreement (see Note 4). This period is referred to as the “Predecessor.” The period from September 24, 2019, through December 31, 2019, and the period from January 1, 2020, through October 8, 2020, is referred to as “Intermediate Successor.” The Intermediate Successor period reflects the costs and activities as well as the recognition of assets and liabilities at their fair values pursuant to the election of push-down accounting as of the consummation of the 2019 Agreement (see Note 4). Prior to the formation of the Company, the members’ equity represents interest in Solo DTC Brands, LLC.

The period from October 9, 2020, through December 31, 2020, is referred to as “Successor.” The Successor period reflects the costs and activities as well as the recognition of assets and liabilities of the Company at their fair values pursuant to the election of push-down accounting as of the consummation of the 2020 Agreement (see Note 4). Due to the application of acquisition accounting, the election of push-down accounting, and the conforming of significant accounting policies, the results of the consolidated financial statements for the Predecessor, Intermediate Successor, and Successor periods are not comparable. Subsequent to the formation of the Company, the members’ equity represents interest in Solo Stove Holdings, LLC. However, the operations of the Company are conducted through Solo DTC Brands, LLC.

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The consolidated financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

NOTE 2—Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates and assumptions about future events and their effects cannot be made with certainty. Estimates may change as new events occur when additional information becomes available and if our operating environment changes. Actual results could differ from our estimates.

Concentrations of Credit Risk

The Company extends trade credit to its customers on terms that generally are practiced in the industry. The Company periodically performs credit analyses and monitors the financial condition of its customers to reduce credit risk. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support accounts receivable. Accounts receivable mostly consist of amounts due from our business-to-business customers.

As of December 31, 2020, Dick’s Sporting Goods accounts for 17 percent of the Company’s total outstanding accounts receivable. As of December 31, 2019, Lowe’s Companies, Inc. and Uneplage International Co. account for 20 percent and 11 percent, respectively, of the Company’s total outstanding accounts receivable. Additionally, accounts receivable from credit card merchants was 25 percent and 43 percent, respectively, of the Company’s total outstanding accounts receivable, as of December 31, 2020, and December 31, 2019. There are no other significant concentrations of receivables that represent a significant credit risk.

We are exposed to risk due to our concentration of business activity with certain third-party manufacturers of our products. We have three manufacturers who account for all the production of our fire pits, grills, camp stoves, and accessories.

Segment Information

The Company’s Chief Executive Officer, as the chief operating decision maker, organizes the Company, manages resource allocations, and measures performance on the basis of one operating segment. We report our operations as a single reportable segment and manage our business as a single-brand outdoor consumer products business. This is supported by our operational structure, which includes sales, research, product design, operations, marketing, and administrative functions focused on the entire product suite rather than individual product categories. Our chief operating decision maker does not regularly review financial information for individual product categories, sales channels, or geographic regionals that would allow decisions to be made about the allocation of resources or performance.

Fair Value Measurements

Accounting standards require certain assets and liabilities to be reported at fair value in the consolidated financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

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Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets or liabilities in active markets and other inputs, such as interest rates and yield curves, that are observable at commonly quoted intervals.

Fair values determined by Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related liability. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset or liability.

In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Our financial instruments consist primarily of cash, accounts receivable, accounts payable, and bank indebtedness. The carrying amount of cash, accounts receivable, and accounts payable, approximates fair value due to the short-term maturity of these instruments.

Risks and Uncertainties

On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus as a “pandemic”. First identified in late 2019 and known now as COVID-19, the outbreak has impacted millions of individuals worldwide. In response, many countries have implemented measures to combat the outbreak, which have impacted global business operations. While the Company’s results of financial position, cash flows, and results of operations were not significantly impacted, the extent of any future impact cannot be reasonably estimated at this time.

Cash and Cash Equivalents

The Company considers all investments with an original maturity of three months or less when purchased to be cash equivalents. The Company continually monitors its position with, and the credit quality of, the financial institutions with which it invests. The Company has maintained bank balances in excess of federally insured limits. We have not historically experienced any losses in such accounts.

Accounts Receivable, net

Accounts receivables consists of amounts due to the Company from retailers and direct to corporate customers. Accounts receivable are recorded at invoiced amounts, less contractual allowances for trade terms, sales incentive programs, and discounts. The Company maintains an allowance for doubtful accounts for estimated losses that will result from the inability of customers to make required payments. The allowance is determined based on a review of specific customer accounts where the collection is doubtful, as well as an assessment of the collectability of total receivables considering the aging of balances, historical and anticipated trends, and current economic conditions. All accounts are subject to an ongoing review of ultimate collectability. Receivables are written off against the allowance when it is probable the amounts will not be recovered. The allowance for doubtful accounts on accounts receivable balances was nominal as of December 31, 2020, and December 31, 2019.

Inventory

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Property and Equipment, net

Property and equipment held at the date of the change of control events described in Note 4 are recorded at estimated fair value as of that date. Property and equipment acquired subsequent to the change of control events are recorded at cost, net of accumulated depreciation. Costs of maintenance and repairs are charged to expense when incurred. When property and equipment are sold or disposed of, the cost and related accumulated depreciation is written off, and a gain or loss, if applicable, is recorded. We review property and equipment for impairment annually in the fourth quarter of each fiscal year and on an interim basis whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Property and equipment are depreciated on a straight-line method over their estimated useful lives. The useful lives for property and equipment are as follows:


	Useful Life
Computers and other equipment		3 Years
Leasehold improvements		Shorter of lease term or 5 Years
Furnitures and fixtures		5 Years

Goodwill and Intangible Assets

Goodwill is determined based upon the excess enterprise value of the Company over the estimated fair value of assets and liabilities assumed at the acquisition date. Intangible assets are comprised of brand, patents, and customer relationships. Goodwill and intangible assets are recorded at their estimated fair values at the date of acquisition. We review goodwill and indefinite-lived intangible assets for impairment annually on October 1^st of each fiscal year and on an interim basis whenever events or changes in circumstances indicate the fair value of such assets may be below their carrying value. In conducting our annual impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If factors indicate that the fair value of the asset is less than its carrying value, we perform a quantitative assessment of the asset, analyzing the expected present value of future cash flows to quantify the amount of impairment, if any.

For our annual goodwill and indefinite-lived intangibles impairment tests on October 1, 2020, and 2019, we performed a qualitative assessment to determine whether the fair value of goodwill and indefinite-lived intangibles was more likely than not less than the carrying value. Based on the timing of the change in control events, economic conditions, and industry and market considerations, we determined that it was more likely than not that the fair value of goodwill and indefinite lived intangibles was greater than their carrying value; therefore, the quantitative impairment test was not performed. As a result, there was no impairment charge recognized for the years 2020 and 2019.


	Useful Life
Brand		15 Years
Patents		8 Years
Customer relationships		6 Years

Debt Issuance Costs

Debt issuance costs were incurred by the Company in connection with obtaining debt in the change of control transactions. These are recorded on the balance sheet as a direct deduction from the carrying value of the associated debt liability. The costs are amortized on a straight-line basis over the term of the related debt and reported as a component of interest expense.

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Leases

The Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) No. 840, Leases. The Company deals primarily with operating leases for office space and distribution facilities and does not have any assets or liabilities under capital leases.

Rent expense on operating leases is recorded on a straight-line basis over the lease term. Deferred rent represents the difference between rent amounts paid and amounts recognized as straight-line rent expense. The excess of straight-line rent expense over lease payments due is recorded as a deferred rent liability in accrued expenses for the current portion and other long-term liabilities, for the noncurrent portion, in the consolidated balance sheets.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which provides new guidance on the recognition of revenue and states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this ASU on January 1, 2019, on a modified retrospective basis only to contracts that were not complete at the date of initial application. There was no material cumulative effect of initially applying the standard. See Note 3 for further information.

The Company has a present right to payment for the asset

The customer has legal title to the asset

The Company has transferred physical possession of the asset

The customer has the significant risks and rewards of ownership of the asset

The customer has accepted the asset.

Under ASC 606, revenue is recognized for the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. The consideration promised in a contract with a customer includes fixed and variable amounts. The fixed amount of consideration is the stand-alone selling price of the goods sold. Variable considerations, including cash discounts and rebates, are deducted from gross sales in determining net sales. Variable considerations also include the portion of goods that are expected to be returned and refunded. Any consideration received (or receivable) that the Company expects to refund to the customer will be recognized as a refund liability. Our refund liability is based on historical experience and trends. Net sales include shipping costs charged to the customer and are recorded net of taxes collected from customers, which are remitted to government authorities.

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Sales Returns and Allowances

Sales returns and allowances are recorded when the customer makes a return of a purchased product or when the customer agrees to keep a purchased product in return for a reduction in the selling price. Total sales returns and allowances were $4.7 million and $3.0 million for the period from October 9, 2020, to December 31, 2020, and the period from January 1, 2020, through October 8, 2020, respectively. This amount was $0.9 million and $0.3 million for the period from September 24, 2019, through December 31, 2019, and the period from January 1, 2019, through September 23, 2019, respectively. These amounts are included in net sales on the consolidated statement of operations.

Contract Balances

Contract liabilities are recorded when the customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before the transfer of a good to the customer and thus represents our obligation to transfer the good to the customer at a future date. The Company’s primary contract liabilities are from our direct-to-consumer channel and represent payments received in advance from our customers for our products. The Company also has a nominal amount of contract liabilities from unredeemed gift cards and loyalty rewards. We recognize contract liabilities as revenue once all performance obligations have been satisfied.

Contract liabilities included in deferred revenue were $20.2 million as of December 31, 2020. There was a nominal amount of contract liabilities included in deferred revenue as of December 31, 2019. For all periods presented on the consolidated statement of operations, we recognized a nominal amount of revenue that was previously included in the contract liability balance as of December 31, 2019. The change in the contract liability balance primarily results from timing differences between the customer’s payment and our satisfaction of performance obligations.

Cost of Goods Sold

Cost of goods sold includes the purchase price of merchandise sold to customers, inbound shipping and handling costs, freight and duties, shipping and packaging supplies, credit card processing fees, and warehouse fulfillment costs incurred in operating and staffing warehouses, including rent. Cost of goods sold also includes depreciation and amortization, allocated overhead, and direct and indirect labor for warehouse personnel.

Shipping and Handling Costs

Costs associated with the shipping and handling of customer sales are expensed when the product ships to the customer. Total outbound shipping and handling costs were $4.1 million and $5.1 million for the period from October 9, 2020, to December 31, 2020, and the period from January 1, 2020, through October 8, 2020, respectively. This cost was $2.1 million and $1.9 million for the period from September 24, 2019, through December 31, 2019, and the period from January 1, 2019, through September 23, 2019, respectively. These costs are included in selling, general, & administrative expenses on the consolidated statements of operations.

F-15

Advertising Expense

Advertising expense is expensed as incurred. Advertising expense was $9.4 million and $8.4 million for the period from October 9, 2020, through December 31, 2020, and the period from January 1, 2020, through October 8, 2020, respectively. For 2019, this expense was $3.8 million and $2.7 million for the period from September 24, 2019, through December 31, 2019, and the period from January 1, 2019, through September 23, 2019, respectively. These costs are included in selling, general, & administrative expenses on the consolidated statements of operations.

Other Operating Expenses

The other operating expenses line on the consolidated statements of operations includes one-time expenses associated with the change in control transactions. In the period October 9, 2020, through December 31, 2020, this expense was for the change in the fair value of the contingent consideration from the October 9, 2020 change in control transaction (refer to Note 13). In the period January 1, 2020, through October 8, 2020, this expense was for the payout of the Phantom Equity Plan and seller expenses from the October 9, 2020 change in control transaction (refer to Note 11 and 4, respectively).

In the period September 24, 2019, through December 31, 2019, this expense was for the change in the fair value of the contingent consideration from the September 24, 2019 change in control transaction (refer to Note 13). In the period January 1, 2019, through September 23, 2019, this expense was for the seller expenses and management transaction bonus payments.

Income Taxes

The Company is structured as a limited liability company for income tax purposes and is not subject to federal and state income taxes. Accordingly, taxable income and losses of the Company are reported on the income tax returns of the Company’s members, and no provision for federal income taxes has been recorded in the accompanying consolidated financial statements.

In accordance with authoritative guidance on accounting for and disclosure of uncertainty in tax positions, the Company follows a more likely than not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. For tax positions meeting the more-likely-than-not threshold, the tax liability recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. If tax authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the members rather than the Company.

No amounts have been accrued for uncertain tax positions as of December 31, 2020, and December 31, 2019. However, management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations, and interpretations thereof and other factors. The Company does not have any unrecognized tax benefits as of December 31, 2020, and December 31, 2019, and does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Additionally, no interest or penalty related to uncertain taxes has been recognized in the accompanying consolidated financial statements.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, and local jurisdictions, where applicable. If such examinations result in changes to income or loss, the tax liability of the Company could be changed accordingly.

Warranty

The Company warrants its products against manufacturing defects and will replace all products sold by an authorized retailer that is deemed defective. The Company does not warranty its products against normal wear or

F-16

misuse. Historically, warranty claims have been nominal, and the Company does not expect large warranty claims in the future. As of December 31, 2020, and December 31, 2019, the amount of warranty claims was nominal.

Earnings Per Unit

Basic earnings per unit are computed by dividing net income (loss) by the weighted average number of units of Class A and B units outstanding during the period. Diluted earnings per unit include other dilutive units issued by the Company to employees, such as incentive units.

Employee Compensation

The Company recognizes employee compensation expense for employees and non-employees based on the grant-date fair value of incentive units. Certain incentive units contain service and performance vesting conditions. For awards that vest based on continued service, employee compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For awards with performance vesting conditions, employee compensation cost is recognized on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved. The grant-date fair value of incentive units that contain service or performance conditions is estimated using a Monte Carlo simulation model. The grant date fair value of restricted stock awards that contain service vesting conditions are estimated based on the fair value of the underlying shares on the grant date. For awards with market vesting conditions, the fair value is estimated using a Monte Carlo simulation model, which incorporates the likelihood of achieving the market condition.

Net Income (Loss) Per Unit

The Company follows the two-class method when computing net income (loss) per unit for its units issued. Basic net income (loss) per unit is computed using the weighted average number of units outstanding during the period. Diluted net income (loss) per unit is computed using the weighted-average number of units outstanding during the period plus the effect of all potentially dilutive securities, which include dilutive stock options and awards. Potential dilutive securities are not reflected in diluted net income (loss) per unit because such units are anti-dilutive.

Management Fees—Related Party

Management fees include monitoring fees paid pursuant to a monitoring agreement with related parties that was terminated on October 8, 2020. Management fees were $0.3 million for the period from January 1, 2020 through October 8, 2020. There were no management fees for the period from October 9, 2020, through December 31, 2020. For 2019, this expense was $0.1 million for the period from September 24, 2019, through December 31, 2019. There were no management fees for the period from January 1, 2019, through September 23, 2019. These fees are included in selling, general, & administrative expenses on the consolidated statements of operations.

Recently Adopted Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, an update that expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. This guidance became effective for the Company on January 1, 2020, but did not impact our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, an update that modifies the

F-17

disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The guidance became effective for the Company on January 1, 2020, but did not materially impact our disclosures.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, an update that amends Topic 350 to allow private companies an alternative accounting treatment for subsequently measuring goodwill. This update eliminated Step 2 from the goodwill impairment test. In Step 2 of the goodwill impairment test, an entity had to compute the implied fair value of goodwill. This update states an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company early adopted this standard on January 1, 2019. It did not materially impact our consolidated financial statements or disclosures.

Recently Issued Accounting Standards—Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will supersede the current lease requirements in ASC 840. The ASU requires lessees to recognize a right-to-use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the consolidated balance sheets. The reporting of lease-related expenses in the statements of operations and cash flows will generally be consistent with the current guidance. In June 2020, the FASB issued ASU 2020-05, deferring the effective date of ASU 2016-02 to annual periods beginning after December 15, 2021. Upon adoption, the ASU will be applied using a modified retrospective transition method to either the beginning of the earliest period presented or the beginning of the year of adoption. The Company is still evaluating which method it will apply. The new lease standard is expected to have an impact on the Company’s consolidated financial statements as a result of the Company’s operating leases, as disclosed in Note 10, that will be reported on the consolidated balance sheets at adoption. Upon adoption, the Company will recognize a lease liability and corresponding right-to-use asset based on the present value of the minimum lease payments. The effects on the results of operations are not expected to be significant as recognition and measurement of expenses and cash flows for leases will be substantially the same under the new standard.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes changes to the accounting and measurement of financial assets, including the Company’s accounts receivable and held-to-maturity debt securities, by requiring the Company to recognize an allowance for all expected losses over the life of the financial asset at origination. This is different from the current practice, where an allowance is not recognized until the losses are considered probable. The ASU also changes the way credit losses are recognized for available-for-sale debt securities. Credit losses are recognized through the recording of an allowance rather than as a write-down of the carrying value. In November 2019, the FASB issued ASU 2019-10, deferring the effective date of ASU 2016-13 to annual periods beginning after December 15, 2022. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the earliest period presented. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Although early adoption is permitted, the Company does not plan to early adopt. The Company is still evaluating the impact of this standard on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, an update that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing

F-18

implementation costs incurred to develop or obtain internal-use software. The guidance will be effective for the Company for annual periods beginning after December 15, 2020. The Company does not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, an update that provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions effected by reference rate reform if certain criteria are met. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance is effective as of March 12, 2020, and is available for contract modifications through December 31, 2022. The Company is still evaluating the impact of this standard on our consolidated financial statements.

NOTE 3—Revenue

The following table disaggregates our net sales by channel (in thousands):


	SUCCESSOR		INTERMEDIATE SUCCESSOR		INTERMEDIATE SUCCESSOR		PREDECESSOR
	Period from October 9, 2020 through December 31, 2020		Period from January 1, 2020 through October 8, 2020		Period from September 24, 2019 through December 31, 2019		Period from January 1, 2019 through September 23, 2019
Net sales by channel
Direct-to-consumer	$	56,986	$	65,701	$	18,965	$	17,048
Wholesale		3,866		6,875		1,343		2,496

Total net sales	$	60,852	$	72,576	$	20,308	$	19,544

For 2020 and 2019, no single customer accounted for more than 10% of total net sales.

NOTE 4—Acquisitions

The following transactions were accounted for as business combinations under ASC 805, Business Combinations.

2019 Agreement

On September 24, 2019, the former majority members of Solo DTC Brands, LLC entered into the 2019 Agreement to sell 66.74 percent of the outstanding membership interests to an unrelated third party for a total consideration paid of $52.3 million. Management elected to apply push-down accounting to the Company’s consolidated financial statements. As a result, the tangible assets and liabilities and identifiable intangible assets have been recorded at their estimated transaction date. The Company has identified intangible assets with definite and indefinite lives related to its brand, patents, and customer relationships. The fair values were determined primarily using level 3 inputs based on information available at the date of the transaction. The excess enterprise value of the Company over the estimated fair value of assets and liabilities assumed was recorded as goodwill. Goodwill was recorded to reflect the excess purchase consideration over net assets acquired, which represents the value that is expected from expanding the Company’s product offerings and other synergies. Factors that contributed to the recognition of goodwill included the expected future revenue growth of the Company. None of the goodwill recognized was expected to be deductible for tax purposes. The transaction was accounted for under the acquisition method due to the change in control of the Company.

In connection with the transaction, the Intermediate Successor established the Phantom Equity Plan (the “Plan”). See Note 11 for more information.

F-19

In addition to the above, pursuant to the terms of the 2019 Agreement, the acquirer agreed to pay additional contingent consideration of $2.1 million to the selling members that retained ownership in the event the EBITDA target was met in the calendar year 2019. The fair value of the contingent consideration on the transaction date was estimated using a pricing model considering the probability of the Company achieving the EBITDA target. See Note 13 for additional information regarding the fair value of the contingent consideration. The EBITDA target was achieved, and the Company adjusted the balance of the contingent liability to fair value as of December 31, 2019, resulting in a loss on contingent consideration of $0.9 million. This cost is included in other operating expenses on the consolidated statements of operations.

The following table summarizes the fair value of the cash and contingent consideration transferred as part of the change in control transaction (in thousands):


Net consideration paid	$	52,309
Contingent consideration		1,177

Total	$	53,486

The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company at the acquisition date (in thousands):


Accounts receivable	$	322
Inventory		14,191
Property and equipment		102
Prepaid expenses and other assets		56
Accounts payable and accrued expenses		(30,982	)
Intangible assets		41,100

Total identifiable net assets		24,789
Goodwill		52,697
Fair value of class A-1 units		(24,000	)

Total	$	53,486

The fair value of financial assets includes trade accounts receivable with a fair value of $0.3 million. The gross amount due totals $0.3 million, of which none is expected to be uncollectible.

The fair value of the newly-issued class A-1 units of $24.0 million in Solo DTC Brands, LLC was based upon the quoted share price of the target as of the acquisition date times the quantity of shares that constitute the class A-1 units.

The straight-line amortization period for the definite-lived intangible assets recognized in the current year business combination ranges from 6 to 15 years.

Acquisition-related costs of the acquirer, which include legal, accounting, and valuation fees, totaled $1.4 million for the period from September 24, 2019, through December 31, 2019, and were paid by the Company subsequent to the transaction date. These costs are included in other operating expenses on the consolidated statements of operations.

2020 Agreement

On October 9, 2020, the former majority membership unitholders of Solo DTC Brands, LLC entered into the 2020 Agreement to sell 58.82 percent of the outstanding membership interests to an unrelated third party for a total consideration paid of $273.1 million. The fair value of the Class B units that were not acquired totaled $103.1 million, which includes units issued to management immediately prior to the transaction.

F-20

Management elected to apply push-down accounting to the Company’s consolidated financial statements. As a result, the tangible assets and liabilities and identifiable intangible assets have been recorded at their estimated transaction date fair value. The Company has identified intangible assets with definite and indefinite lives related to its brand, patents, and customer relationships. The fair values were determined primarily using level 3 inputs based on information available at the date of the transaction. The excess enterprise value of the Company over the estimated fair value of assets and liabilities assumed was recorded as goodwill. Goodwill was recorded to reflect the excess purchase consideration over net assets acquired, which represents the value that is expected from expanding the Company’s product offerings and other synergies. Factors that contributed to the recognition of goodwill included the expected future revenue growth of the Company. None of the goodwill recognized was expected to be deductible for tax purposes. The transaction was accounted for under the acquisition method due to the change in control of the Company. In connection with the transaction, the outstanding bridge indebtedness entered into as part of the 2019 Agreement was repaid (see Note 9).

In addition to the above, pursuant to the terms of the 2020 Agreement, the acquirer was required to pay an additional contingent consideration of $100 million to the sellers for the purchased units in the event that an EBITDA target was met in the calendar year 2020. The fair value of the contingent consideration on the transaction date was estimated to be $80.9 million using a pricing model considering the probability of the Company achieving the EBITDA target. See Note 13 for additional information regarding the fair value of the contingent consideration. The earn-out shall be paid using cash on hand on the agreed-upon date in the 2020 Agreement. 90 percent of the funds will be paid directly to the sellers, while 10 percent will be contributed to the Company and disbursed via payroll to participants in a Phantom Equity Plan that was terminated at the transaction date in a pro-rata amount as determined by the shares of phantom equity held at the time of the transaction. If cash on hand is not sufficient to meet the earn-out obligation, the sellers shall fund the required amount to a percentage defined in the 2020 Agreement in exchange for additional Class A units of Solo Stove Holdings, LLC. Management determined that the EBITDA target was achieved as of December 31, 2020, and, as a result, the full earn-out was paid in May 2021.

The following table summarizes the fair value of the cash and contingent consideration transferred as part of the change in control transaction (in thousands):


Net consideration paid	$	273,144
Contingent consideration		80,927

Total	$	354,071

The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed (in thousands):


Accounts receivable	$	3,002
Inventory		12,373
Property and equipment		720
Prepaid expenses and other assets		359
Accounts payable and accrued expenses		(44,583	)
Deferred revenue		(2,371	)
Long-term debt		(10,000	)
Intangible assets		203,835

Total identifiable net assets		163,335
Goodwill		289,096
Fair value of class B units		(98,360	)

Total	$	354,071

F-21

The fair value of financial assets includes trade accounts receivable with a fair value of $3.0 million. The gross amount due totals $3.0 million, of which a nominal amount is expected to be uncollectible.

The fair value of the newly-issued Class B units of $98.4 million in Solo Stove Intermediate, LLC was determined on the basis of an independent valuation, which used generally accepted business valuation methods. This fair value measurement is based on significant inputs that are not observable in the market. Key assumptions include adjustments because of the lack of control or lack of marketability that market participants would consider when estimating the fair value of the Class B units in the Company.

The straight-line amortization period for the definite-lived intangible assets recognized in the current year business combination ranges from 6 to 15 years.

Acquisition-related costs of the acquirer, which include legal, accounting, and valuation fees, totaled $3.6 million for the period from October 9, 2020, through December 31, 2020, and were paid by the Company subsequent to the transaction date. These costs are included in other operating expenses on the consolidated statements of operations.

NOTE 5—Inventory

Inventory consisted of the following (in thousands):


	SUCCESSOR		INTERMEDIATE SUCCESSOR
	December 31, 2020		December 31, 2019
Purchased inventory on hand	$	2,725	$	2,521
Inventory in transit		10,964		1,452
Fair value write-up		659		1,864

Inventory	$	14,348	$	5,837

As of December 31, 2020, and December 31, 2019, there was a nominal amount of freight-in costs charged to inventory.

NOTE 6—Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	SUCCESSOR			INTERMEDIATE SUCCESSOR
	December 31, 2020			December 31, 2019
Computer and other equipment	$	923		$	66
Leasehold improvements		48			40
Furniture and fixtures		46			37

Property and equipment, gross		1,017			143
Accumulated depreciation		(37	)		(8	)

Property and equipment, net	$	980		$	135

Depreciation expense related to property and equipment was nominal for all periods presented on the consolidated statements of operations.

F-22

NOTE 7—Intangible Assets, net

Intangible assets consisted of the following (in thousands):


	SUCCESSOR			INTERMEDIATE SUCCESSOR
	December 31, 2020			December 31, 2019
Gross carrying value
Customer relationships	$	6,796		$	2,446
Patents		956			242
Brand		196,083			38,412

		203,835			41,100

Accumulated amortization
Customer relationships		(257	)		(109	)
Patents		(27	)		(7	)
Brand		(2,964	)		(686	)

		(3,248	)		(802	)

Intangible assets, net	$	200,587		$	40,298

Amortization expense was $3.2 million and $2.3 million for the period from October 9, 2020, through December 31, 2020, and the period from January 1, 2020, through October 8, 2020, respectively. For 2019, this expense was $0.8 million for the period from September 24, 2019, through December 31, 2019. There was a nominal amount of amortization expense for the period January 1, 2019, through September 23, 2019.

Future estimated amortization expense for definite lived intangible assets is as follows (in thousands):


Years Ending December 31	Amount
2021	$	14,324
2022		14,324
2023		14,324
2024		14,324
2025		14,324
Thereafter		128,967

Total	$	200,587

F-23

NOTE 8—Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities include the following (in thousands):


	SUCCESSOR		INTERMEDIATE SUCCESSOR
	December 31, 2020		December 31, 2019
Accrued distributions	$	8,608	$	1,172
Sales taxes		1,924		749
Shipping costs		1,681		810
Allowance for sales returns		1,208		254
Payroll		875		2,236
Insurance		193		12
Seller fees		299		118
Other		415		125

Accrued expenses and other current liabilities	$	15,203	$	5,476

NOTE 9—Long-Term Debt

Long-term debt consisted of the following as of December 31 (in thousands):


	SUCCESSOR			INTERMEDIATE SUCCESSOR
	December 31, 2020			December 31, 2019
Revolving credit facility	$	—		$	—
Term loan		—			24,325
Senior debt facility		45,000			—
Subordinated debt		30,000			—
Unamortized debt issuance costs		(1,652	)		(719	)

Total debt, net of debt issuance costs		73,348			23,606
Less current portion of long-term debt		450			—

Long-term debt, net	$	72,898		$	23,606

Interest expense related to long-term debt was $1.5 million and $1.7 million for the period from October 9, 2020, through December 31, 2020, and the period from January 1, 2020, through October 8, 2020, respectively. These balances include $0.8 million paid to certain Class A unitholders in relation to the subordinated debt described below and certain bridge financing entered as part of the transaction described in Note 4. For 2019, interest expense was $0.5 million for the period from September 24, 2019, through December 31, 2019. There was a nominal amount of interest expense for the period January 1, 2019, through September 23, 2019.

Term Loan

On September 24, 2019, the Company entered into a credit agreement with a bank (the “Term Loan”). Under the terms of this agreement, the Company may borrow up to $28 million under the Term Loan and $10 million under a revolving credit facility. The credit agreement matures on September 24, 2024, and bears interest at a rate equal to a base rate defined in the agreement plus an applicable margin, which, as of December 31, 2019, was based on the prime rate. As of December 31, 2019, this rate was 6.13 percent for the term loan and 8.0 percent for the revolving credit facility under the terms of the credit agreement. The Company

F-24

is required to make quarterly principal payments on the term loan draw, plus accrued interest. All outstanding principal and interest due on the Term Loan and revolving credit facility are due at maturity. The credit agreement is subject to certain prepayment requirements based on excess cash flow beginning on December 31, 2020, collateralized by substantially all assets of the Company and is subject to financial and non-financial covenants.

As part of the 2020 Agreement detailed in Note 4, the Company voluntarily repaid in full the principal amount and $1.0 million of accrued interest outstanding under the Term Loan on October 9,2020, using the proceeds from the Bridge Loan described below.

The Company capitalized $0.8 million of debt issuance costs related to the Term Loan. The costs were amortized over the term of the related debt and are presented net of long-term debt on the consolidated balance sheets.

Bridge Loan—Related Party

On October 9, 2020, the Company entered into a credit agreement with certain lenders (the “Bridge Loan”). Under the terms of this agreement, the Company may borrow up to $45 million under a bridge loan. The credit agreement matures on the six-month anniversary of issuance and bears interest at a rate of 2.75 percent per annum. In November 2020, the Company voluntarily repaid in full the principal amount and $0.1 million of accrued interest outstanding under the Bridge Loan using the proceeds from the Senior Debt Facility described below.

Subordinated Debt—Related Party

On October 9, 2020, the Company entered into notes payable agreements (the “Subordinated Debt”) with certain Class A unitholders for $30 million that are subordinate to the Senior Debt Facility described below. The notes bear interest at 12 percent per annum and call for quarterly interest payments, with principal due one year following the maturity of the senior debt. Upon an event of default, the outstanding balance of the notes is subject to a 14 percent interest rate penalty. The notes payable agreements are subject to certain prepayment penalties and are subject to various financial and non-financial covenants. Upon a qualified liquidity event the Company must repay the full balance, plus accrued interest, and related mandatory prepayment premium of the subordinated debt.

Senior Debt Facility

On November 6, 2020, the Company entered into a credit agreement with a bank (the “Senior Debt Facility”). Under the terms of this agreement, the Company may borrow up to $45 million under a term loan and $15 million under a revolving credit facility. The proceeds from the term loan were used to repay certain outstanding bridge indebtedness entered as part of the 2019 Agreement described in Note 4. Under the terms of the credit agreement, the Company has access to certain swing line loans, letters of credit, and incremental facilities. The credit agreement matures on November 6, 2025, and bears interest at a rate equal to a base rate defined in the agreement plus an applicable margin, which as of December 31, 2020, and 2019 was based on the prime rate. As of December 31, 2020, this rate was 6.5 percent for the term loan and 6.5 percent for the revolving credit facility under the terms of the credit agreement. The Company is required to make quarterly principal payments on the term loan draw of $0.1 million, plus accrued interest beginning on March 31, 2021. All outstanding principal and interest due on any outstanding borrowing under the facility are due at maturity. The credit agreement is subject to certain prepayment requirements based on excess cash flow beginning on March 31, 2021, collateralized by substantially all assets of the Company and is subject to financial and non-financial covenants.

The Company recorded $1.7 million of debt issuance costs related to the Senior Debt. The costs were amortized over the term of the related debt and are presented net of long-term debt on the consolidated balance sheets.

F-25

As of December 31, 2020, there were no outstanding borrowings on the revolving credit facility.

As of December 31, 2020, the future maturities of principal amounts of our total debt obligations, excluding lease obligations (see Note 10 for future maturities of lease obligations), for the next five years and in total, consists of the following:


Years Ending December 31	Amount
2021	$	450
2022		450
2023		450
2024		450
2025		43,200
Thereafter		30,000

Total	$	75,000

NOTE 10—Leases

The Company is obligated under operating leases primarily for its warehouse, distribution, and office space in Southlake, Texas, expiring in April 2024, and warehouse and distribution space in Elizabethtown, Pennsylvania, and Salt Lake City, Utah, expiring in January 2021 and September 2025, respectively. These leases require the Company to pay taxes, insurance, utilities, and maintenance costs. Total rent expense under these leases was $0.2 million and $0.6 million for the period from October 9, 2020, through December 31, 2020, and the period from January 1, 2020, through October 8, 2020, respectively. In 2019, total rent expense was $0.2 million and $0.3 million for the period from September 24, 2019, through December 31, 2019, and the period from January 1, 2019, through September 23, 2019, respectively. Rent expense is included in selling, general, & administrative expenses on the consolidated statements of operations. Our lease terms do not include options to extend or terminate the lease. Fixed payments may contain predetermined fixed rent escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term. The Company recorded $0.1 million and $0.1 million in deferred rent liabilities as of December 31, 2020 and December 31, 2019, respectively.

Future minimum annual commitments under this operating lease are included in the table below. These commitments are based on contractually required cash payments.

Future minimum annual commitments under these operating leases are as follows (in thousands):


Years Ending December 31	Amount
2021	$	573
2022		593
2023		610
2024		415
2025		247
Thereafter		—

Total	$	2,438

F-26

NOTE 11—Employee Compensation

The Company recognizes employee compensation expense for employees and non-employees based on the grant-date fair value of incentive units over the applicable service period, if the awards qualify as stock compensation in accordance with ASC 718. For awards that vest based on continued service, employee compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For awards with performance and market vesting conditions, employee compensation cost is recognized on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved. The grant date fair value of incentive units that contain service or performance conditions is estimated using a Monte Carlo simulation model. The grant date fair value of incentive units that contain service vesting conditions are estimated based on the fair value of the underlying shares on the grant date. For awards with performance and market vesting conditions, the fair value is estimated using a Monte Carlo simulation model, which incorporates the likelihood of achieving the performance and market conditions. For awards that do not qualify as stock compensation under ASC 718, expense is recognized when the awards become probable of vesting.

2019 Phantom Incentive Unit Plan

The Intermediate Successor established the Phantom Equity Plan (the “Plan”) effective as of September 24, 2019. The purpose of this Plan is to offer select employees a proprietary interest in the Company’s success through the grant of phantom incentive units. When there is a change of control event, participants in the Plan are entitled to distributions in accordance with the terms and conditions of the Plan. Awards were first granted on 10/30/2019 and additional awards were granted through 7/31/2020. The phantom incentive units vest 25% each year on the anniversary of the grant date. The Intermediate Successor determined the awards were more akin to a deferred compensation plan subject to guidance under ASC 710 instead of stock compensation under ASC 718. The Intermediate Successor’s financial statements present the results of operations for the acquiree up to the closing of the transaction, and at the closing date it is known that the transaction has been consummated, then all expenses would have been incurred and thus should be recognized in the Intermediate Successor period. Additionally, the acquiree cash settled the awards under the Plan, and the transaction was for the economic benefit of the acquiree. As such, the settlement was recorded in the Intermediate Successor’s financial statements immediately prior to the closing of the 2020 transaction.

2020 Incentive Units

On December 31, 2020, the Company granted 8.1 million incentive units that contained a service condition and granted 16.4 million incentive units that contained performance and market vesting conditions. For the awards with a service condition they vest over 4 years with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting ratably over the remaining 3 years. For the awards with a performance and market condition, they fully vest upon a liquidity event, as defined by the Holdings LLC Agreement, and if the investor return, as defined by the Holdings LLC Agreement, is equal to, or above, 4.0. If the investor return is below 2.5 then no incentive unit’s with a performance and market condition vest. If the investor return is above 2.5 but less than 4.0, the total percent of incentive units that vests is calculated on a straight-line basis.

For the awards with service conditions, the Company recognizes employee compensation cost on a straight-line basis from the grant date.

For the awards with performance and market conditions, the Company commences recognition of employee compensation cost once it is probable that the performance and market conditions will be achieved. These conditions are not probable to be achieved for accounting purposes until the event occurs. Once it is probable that the performance and market conditions will be achieved, the Company recognizes employee compensation costs in that period.

F-27

Determining the fair value of incentive units requires judgment. The Monte Carlo simulation model is used to estimate the fair value of incentive units that have service and/or performance vesting conditions, as well as those that have market vesting conditions.

The assumptions used in these models require the input of subjective assumptions and are as follows:

Fair value—The fair value of the common stock underlying the Company’s incentive units was determined by the Company’s Board of Directors (the “Board”). Because there is no public market for the Company’s units, the Company’s Board determined the common stock fair value at the incentive unit grant date by considering several objective and subjective factors, including the price paid for its common and preferred stock, actual and forecasted operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones within the Company, the rights, preferences, and privileges of its common and preferred stock, and the likelihood of achieving a liquidity event. The fair value of the underlying common stock will be determined by the Board until such time as the Company’s common stock is listed on an established stock exchange or national market system. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Expected volatility—Expected volatility is based on historical volatilities of a publicly-traded peer group based on weekly price observations over a period equivalent to the expected term of the incentive units.

Expected term—For incentive units with only service vesting conditions, the expected term is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. For incentive units with performance or market conditions, the term is estimated in consideration of the time period expected to achieve the performance or market condition, the contractual term of the award, and estimates of future exercise behavior.

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the options.

Expected dividend yield—The dividend yield is based on the Company’s current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

DLOM estimate—The discounts for lack of marketability are used to help calculate the value of closely held and restricted shares. A valuation discount exists between a share that is publicly traded and thus has a market and the market for privately held stock, which often has little if any marketplace.

Forfeiture rate—The Company will recognize forfeitures as they occur instead of estimating forfeitures based on historical activity.

The Company granted certain incentive units in December 2020. The grant date fair value of each incentive unit was calculated using a Monte Carlo simulation model, which incorporates a range of assumptions for inputs as follows:


	2020
Expected term		4 years
Expected stock price volatility		36.0	%
Risk-free interest rate		0.3	%
Expected dividend yield		0.0	%
DLOM Estimate		16.0	%
Weighted average fair value at date of grant	$	0.25

F-28

A summary of the incentive units is as follows for the periods indicated (in thousands, except per share data):


	Outstanding Units		Weighted Average Grant Date Fair Value Per Unit		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance, December 31, 2019		—	$	—		—
Granted		24,550,532		0.25
Exercised		—		—
Forfeited/cancelled		—		—

Balance, December 31, 2020		24,550,532	$	0.25		4	$	6.220

Exercisable, December 31, 2020		24,550,532	$	0.25		4	$	6.220

No incentive units were exercised or vested during 2020.

The following is a summary of our non-vested incentive units for the periods indicated (in thousands, except per share data):


	Outstanding Units		Weighted Average Grant Date Fair Value Per Unit
Non-vested units at December 31, 2019		—	$	—
Granted		24,550,532		0.25
Forfeited		—		—
Vested		—		—

Non-vested units at December 31, 2020		24,550,532	$	0.25

NOTE 12—Commitment and Contingencies

Contingencies

From time to time, we are involved in various legal proceedings that arise in the normal course of business. While we intend to defend any lawsuit vigorously, we presently believe that the ultimate outcome of any currently pending legal proceeding will not have any material adverse effect on our financial position, cash flows, or results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact our business and the results of operations for the period in which the ruling occurs or future periods. Based on the information available, we evaluate the likelihood of potential outcomes. We record the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. The Company is not currently a party to any pending litigation that the Company considers material. Therefore, the consolidated balance sheets do not include a liability for any potential obligations as of December 31, 2020, and December 31, 2019.

Lease Commitments

The Company has entered into non-cancelable operating leases primarily for its warehouse, distribution, and office spaces. For information related to our lease commitments, see Note 10.

F-29

Purchase Commitments

The Company has entered into non-cancelable purchase contracts for operating expenditures, primarily inventory purchases, for $17.5 million as of December 31, 2020, and $1.0 million as of December 31, 2019.

NOTE 13—Fair Value Measurements

As part of the 2019 Agreement (see Note 4), the Company is required to make a payment in the form of a distribution that is contingent on the future performance of the Company. Contingent consideration is a stand-alone liability that is measured at fair value on a recurring basis for which there is no available quoted market price or principal markets. The inputs for this measurement are unobservable and are, therefore, classified as Level 3 inputs. The calculation of this liability is a significant management estimate and uses the estimated EBITDA of Solo DTC Brands, LLC during the calendar year of January 1, 2020, to December 31, 2020, as defined in the applicable agreements, to estimate the contingent consideration. As of December 31, 2020, the Company determined that the provisions of the contingent consideration had been met in full and, therefore, increased the recorded liability to the expected payment to be made subsequent to year-end.

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2020, and the valuation techniques used by the Company to determine those fair values:


SUCCESSOR			Fair Value Measurements
December 31, 2020	Total Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents:
Money market funds	$	30,005	$	—	$	30,005	$	—

Financial liabilities:
Long-term debt	$	73,348	$	—	$	73,348	$	—

Contingent consideration	$	100,000	$	—	$	—	$	100,000


INTERMEDIATE SUCCESSOR			Fair Value Measurements
December 31, 2019	Total Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—

Financial liabilities:
Long-term debt	$	23,606	$	—	$	23,606	$	—

Contingent consideration	$	2,080	$	—	$	—	$	2,080

The following table presents the changes in fair value of the contingent consideration liabilities designated as Level 3:


SUCCESSOR
Balance, October 8, 2020	$	—
Acquisition		80,927
Fair Value Adjustment		19,073

Balance, December 31, 2020	$	100,000

F-30


INTERMEDIATE SUCCESSOR
Balance, September 24, 2019	$	—
Acquisition		1,177
Fair Value Adjustment		903

Balance, December 31, 2019	$	2,080

The Company’s cash equivalents include money market funds with maturities within three months of their purchase dates that approximate fair value based on Level 2 measurements. The carrying value of our debt approximates fair value and is a Level 2 estimate based on quoted market prices or values of comparable borrowings. The contingent considerations represent potential liabilities associated with additional cash consideration related to the 2019 Agreement and the 2020 Agreement (see Note 4). The 2020 contingent consideration was valued using the option pricing method. The 2019 contingent consideration was valued using the Binary Financial Milestone Method, which is a variant of the Black Scholes Method. The contingent consideration liabilities are based upon an EBITDA target and are paid out if the target is met. As of December 31, 2020, and December 31, 2019, the Company met the EBITDA target, and, as a result, the contingent consideration liabilities were remeasured at fair value to $100 million and $2.1 million, respectively.

NOTE 14—Members’ Equity

Class A Units

Pursuant to the 2020 Agreement (see Note 4), Solo Stove Holdings, LLC has authorized 250,000,000 Class A units for issuance at a price of $1 per unit. For so long as any of the Class A Units remain outstanding, the Class A units will rank senior to the Class B units discussed below. Holders of Class A units are entitled to one vote per share on all matters to be voted upon by the members. When and if distributions are declared by the Company’s board of directors, holders of Class A units are entitled to ratably receive distributions until the aggregate unreturned capital with respect to each holder’s Class A units has been reduced to zero. Upon dissolution, liquidation, distribution of assets, or other winding up, the holders of Class A units are entitled to receive ratably the assets available for distribution after payment of liabilities and before the holders of Class B units and Incentive units (see Note 11).

Class B Units

Pursuant to the 2020 Agreement, Solo Stove Holdings, LLC has authorized 175,000,000 Class B units for issuance at a price of $1 per unit. Holders of Class B units are entitled to one vote per share on all matters to be voted upon by the members. Holders of Class A units and Class B units generally vote together as a single class on all matters presented to the Company’s members for their vote or approval. When and if distributions are declared by the Company’s board of directors, holders of Class B units are entitled to ratably receive distributions until the aggregate unreturned capital with respect to each holder’s Class B units has been reduced to zero. Upon dissolution, liquidation, distribution of assets, or other winding up, the holders of Class B units are entitled to receive ratably the assets available for distribution after payment of liabilities and Class A unitholders and before the holders of Incentive units.

Pursuant to the 2020 Agreement, the Company’s board of directors may authorize Solo Stove Holdings, LLC to create and/or issue additional equity securities, provided that the number of additional authorized Incentive units do not exceed 10 percent of the outstanding Class A and Class B units without the prior written consent of the majority investors. Upon issuance of additional equity securities, all unitholders shall be diluted with respect to such issuance, subject to differences in rights and preferences of different classes, groups, and series of equity securities, and the Company’s board of directors shall have the power to amend the schedule of unitholders to reflect such additional issuances and dilution.

F-31

As part of the 2020 Agreement, certain members of management, in lieu of a cash transaction bonus, elected to receive class B units which had a fair value of $4.7 million.

Class A-1 Units

Pursuant to the 2019 Agreement (see Note 4), Solo DTC Brands, LLC authorized 76,130,510 Class A-1 units for issuance at a price of $1 per unit. Holders of Class A-1 units are entitled to one vote per share on all matters to be voted upon by the members and have certain rights with respect to distributions as set forth in the 2019 Agreement. The Class A-1 units have a liquidation preference equal to the total invested capital plus an 8 percent annual return plus any representations and warranties insurance payments. Holders of Class A-1 units are paid out simultaneously with the Class A-2 unitholders. The remaining balance is then paid out to all unitholders in proportion to their respective unit percentages.

Class A-2 Units

Pursuant to the 2019 Agreement, Solo DTC Brands, LLC authorized 1,975,000 Class A-2 units for issuance at a price of $1 per unit. Holders of Class A-2 units are entitled to one vote per share on all matters to be voted upon by the members and have certain rights with respect to distributions as set forth in the 2019 Agreement. The Class A-2 units have a liquidation preference equal to the total invested capital plus an 8 percent annual return plus any representations and warranties insurance payments. Holders of Class A-2 units are paid out simultaneously with the Class A-1 unitholders. The remaining balance is then paid out to all unitholders in proportion to their respective unit percentages.

Pursuant to the 2019 Agreement, the Company’s board of directors may authorize, sell, and issue additional units and designate such units as a previously authorized or outstanding class or series or a new class or series of units. The issuance of additional units and a new member’s admittance to the Company shall cause a pro-rata reduction in each member’s unit percentage. No new members shall be entitled to any retroactive allocation of income, losses, or expense deductions the Company incurs.

NOTE 15—Net Income (Loss) Per Unit

Basic income per unit is computed by dividing net income by the weighted average number of common units outstanding during the period. Diluted income per unit includes the effect of all potentially dilutive securities, which include dilutive stock options and awards.

The Predecessor period does not show units per share as the company had two Founders, which each owned one share of the company. Thus, the calculation of units per share is not applicable for the Predecessor period.

F-32

The following table sets forth the calculation of earnings per unit and weighted-average common units outstanding at the dates indicated (in thousands, except per unit data):


	SUCCESSOR			INTERMEDIATE SUCCESSOR			INTERMEDIATE SUCCESSOR			PREDECESSOR
	Period from October 9, 2020 through December 31, 2020			Period from January 1, 2020 through October 8, 2020			Period from September 24, 2019 through December 31, 2019			Period from January 1, 2019 through September 23, 2019
Net income (loss)	$	(8,318	)	$	(15,885	)	$	(5,022	)	$	(24,518	)
Weighted average units outstanding—basic		425,000			78,639			78,106			—
Effect of dilutive securities		—			—			—			—

Weighted average units outstanding—diluted		425,000			78,639			78,106			—

Units per share
Basic	$	(0.02	)	$	(0.20	)	$	(0.06	)	$	—
Diluted	$	(0.02	)	$	(0.20	)	$	(0.06	)	$	—

The weighted-average potentially dilutive incentive units, in the amount of 4.7 million units, were excluded from the calculation of diluted earnings per unit because the effect of including such potentially dilutive units would have been anti-dilutive.

NOTE 16—Subsequent Events

Revolving Credit Facility

On May 12, 2021, the Company entered into a Credit Agreement to secure a Revolving Credit Facility with new lenders in an initial aggregate principal amount of $200 million. On June 2, 2021, the Company entered into an amendment to the Revolving Credit Facility to increase the maximum amount available under the Revolving Credit Facility to $250 million.

On May 13, 2021, the Company drew down $100 million to pay the $100 million contingent liability related to the 2020 Agreement. Subsequent to the $100 million draw down, the Company had $150 million unused borrowing capacity under this facility. Refer to Note 4 for more information.

Acquisition

On May 3, 2021, the Company acquired Oru Kayak, Inc. (“Oru”) for approximately $23.0 million in cash, subject to working capital adjustments and completion of the determination of total purchase consideration. The Company obtained 60 percent of the voting equity interests in Oru and an option to purchase the remaining 40 percent upon a liquidity event at the option of the Company. The exercise price of the option is equal to Oru’s last twelve months adjusted EBITDA times a predetermined multiple. The Company acquired Oru to expand its outdoor consumer product offering. The acquisition will be accounted for under the acquisition method of accounting for business combinations.

F-33

Below are the total preliminary assets acquired and liabilities assumed:


Cash	$	3,848
Current assets		2,400
Non-current assets		471
Liabilities		(1,619	)

Total identifiable net assets		5,100
Estimated fair value of non-controlling interest		(12,267	)
Intangible assets and goodwill		30,167

Total	$	23,000

The historical net sales of Oru for the year ended December 31, 2020, were $11.7 million. This, if combined with the net sales of $60.8 million in the Successor period, would have resulted in $72.5 million in net sales for the year ended December 31, 2020.

Corporate Office Lease

On April 8, 2021, the Company entered into a lease agreement to move its global headquarters from Southlake, Texas, to DFW Airport, Texas. The lease expires 88 months after the commencement date, which is August 15, 2021, assuming substantial completion of initial improvements. The lease will require the Company to pay certain operating expenses, including utilities, maintenance, repairs, and insurance.

Incentive Units

On March 29, 2021, the Company’s Board of Directors authorized an additional 2,869,428 incentive units which increased the total number of authorized incentive units to 29,997,088. In 2021, the Company granted an additional 3,730,053 incentive units to certain employees.

F-34

SOLO STOVE HOLDINGS, LLC

Consolidated Balance Sheets

(Unaudited)


*(In thousands)*	June 30, 2021		December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	7,882	$	32,753
Accounts receivable, net		14,889		4,166
Inventory		48,578		14,348
Prepaid expenses and other current assets		2,014		328

Total current assets		73,363		51,595
Non-current assets
Property and equipment, net		3,055		980
Intangible assets, net		217,119		200,587
Goodwill		305,029		289,096
Other non-current assets		261		149

Total non-current assets		525,464		490,812

Total assets	$	598,827	$	542,407


LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$	4,849	$	1,377
Accrued expenses and other current liabilities		6,544		15,203
Contingent consideration		—		100,000
Deferred revenue		3,728		20,246
Current portion of long-term debt				450

Total current liabilities		15,121		137,276
Non-current liabilities
Long-term debt, net		212,775		72,898
Deferred tax liability		6,793		—
Other non-current liabilities		318		133

Total non-current liabilities		219,886		73,031

Commitments and contingencies (Note 14)
Members’ equity
Class A units		212,605		237,309
Class B units		101,761		103,109
Incentive units		490		—
Retained earnings (accumulated deficit)		33,415		(8,318	)
Noncontrolling interest		15,549		—

Total members’ equity		363,820		332,100

Total liabilities and members’ equity	$	598,827	$	542,407

See Notes to Consolidated Financial Statements

F-35

SOLO STOVE HOLDINGS, LLC

Consolidated Statements of Operations

(Unaudited)


*(In thousands, except per unit data)*	SUCCESSOR Six Months Ended June 30, 2021		INTERMEDIATE SUCCESSOR Six Months Ended June 30, 2020
Net sales	$	157,816	$	37,457
Cost of goods sold		51,652		12,833

Gross profit		106,164		24,624
Operating expenses
Selling, general & administrative expenses		48,396		10,941
Depreciation and amortization expenses		7,905		1,524
Other operating expenses		2,610		6

Total operating expenses		58,911		12,471

Income (loss) from operations		47,253		12,153
Non-operating expenses
Interest expense		5,117		868
Other non-operating expenses		2		78

Total non-operating expenses		5,119		946

Income before income taxes		42,134		11,207
Income tax expense (benefit)		172		—

Net income	$	41,962	$	11,207
Less: Net income attributable to noncontrolling interest		229		—

Net income attributable to Solo Stove Holdings, LLC	$	41,733	$	11,207

Net income per unit⁽¹⁾
Basic	$	0.10	$	0.14
Diluted	$	0.10	$	0.14
Weighted-average units outstanding
Basic		425,000		78,547
Diluted		425,000		78,547

(1)

In the Successor period, the basic and diluted net income (loss) per unit amounts for the Class A and Class B units is the same for each class of unit. In the Intermediate Successor period, the basic and diluted net income (loss) per unit amounts for the Class A-1 and Class A-2 units is the same for each class of unit.

See Notes to Consolidated Financial Statements

F-36

SOLO STOVE HOLDINGS, LLC

Consolidated Statements of Cash Flows

(Unaudited)


*(In thousands)*	SUCCESSOR Six Months Ended June 30, 2021			INTERMEDIATE SUCCESSOR Six Months Ended June 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	41,962		$	11,207
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities
Depreciation		154			39
Amortization of intangible assets		7,749			1,485
Non-cash interest expense		1,761			76
Employee compensation		490			—
Bad debt expense		104			—
Changes in assets and liabilities
Accounts receivable		(10,470	)		(950	)
Inventory		(30,084	)		2,344
Prepaid expenses and other current assets		(805	)		(15	)
Other non-current assets		(92	)		(4	)
Accounts payable		2,517			994
Accrued expenses and other current liabilities		(3,106	)		(1,343	)
Deferred revenue		(17,296	)		2,101
Other non-current liabilities		185			(1	)

Net cash provided by (used in) operating activities		(6,931	)		15,933
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,811	)		(376	)
Assets and liabilities acquired, Oru acquisition, net		(19,135	)		—

Net cash provided by (used in) investing activities		(20,946	)		(376	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit		186,000			—
Repayment of debt		(45,000	)		—
Repayment of line of credit		(9,600	)		—
Proceeds from line of credit		9,600			—
Debt issuance costs paid		(3,334	)		—
Payment of contingent consideration		(100,000	)		(2,080	)
Contributions		—			700
Distributions		(34,660	)		(632	)

Net cash provided by (used in) financing activities		3,006			(2,012	)
Net change in cash and cash equivalents		(24,871	)		13,545
Cash and cash equivalents balance, beginning of period		32,753			5,025

Cash and cash equivalents balance, end of period	$	7,882		$	18,570

SUPPLEMENTAL DISCLOSURES:
Cash interest paid	$	4,489		$	442

See Notes to Consolidated Financial Statements

F-37

SOLO STOVE HOLDINGS, LLC

Consolidated Statements of Members’ Equity

(Unaudited)


*(In thousands)*	Class A					Class B					Incentive Units		Retained Earnings (Accumulated Deficit)			Noncontrolling Interest		Total Members’ Equity
SUCCESSOR	Units		Amount			Units		Amount			Incentive Units		Retained Earnings (Accumulated Deficit)			Noncontrolling Interest		Total Members’ Equity
Balance at December 31, 2020		250,000	$	237,309			175,000	$	103,109		$	—	$	(8,318	)	$	—	$	332,100
Member tax distributions		—		(24,704	)		—		(1,348	)		—		—			—		(26,052	)
Share-based compensation		—		—			—		—			490		—			—		490
Noncontrolling interest in Oru		—		—			—		—			—		—			15,320		15,320
Net income		—		—			—		—			—		41,733			229		41,962

Balance at June 30, 2021		250,000	$	212,605			175,000	$	101,761		$	490	$	33,415		$	15,549	$	363,820



	Class A-1					Class A-2					Incentive Units		Retained Earnings (Accumulated Deficit)			Noncontrolling Interest		Total Members’ Equity
INTERMEDIATE SUCCESSOR	Units		Amount			Units		Amount			Incentive Units		Retained Earnings (Accumulated Deficit)			Noncontrolling Interest		Total Members’ Equity
Balance at December 31, 2019		76,131	$	77,244			1,975	$	1,933		$	—	$	(5,022	)	$	—	$	74,155
Rollover contribution		—		—			700		700			—		—			—		700
Member tax distributions		—		(574	)		—		(58	)		—		—			—		(632	)
Net income		—		—			—		—			—		11,207			—		11,207

Balance at June 30, 2020		76,131	$	76,670			2,675	$	2,575		$	—	$	6,185		$	—	$	85,430

See Notes to Consolidated Financial Statements

F-38

SOLO STOVE HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—Organization and Description of Business

Description of Business

Solo Stove Holdings, LLC (“Company”, “We”, “Our”, or “Solo Stove”), through a wholly-owned subsidiary, Solo DTC Brands, LLC (formerly named Frontline Advance, LLC) (dba Solo Stove), offers portable, low-smoke fire pits, grills, and camping stoves for backyard and outdoor use in different sizes, fire pit bundles, foldable kayaks, gear kits, stoves, cookware, and dinnerware. Solo Stove also offers stove kit accessories, fire pit accessories, and kayak accessories. Solo Stove distributes its products through its website and other partners across North America and Europe.

Organization

Basis of Presentation

The six months ended June 30, 2020, is referred to as “Intermediate Successor.” The Intermediate Successor period reflects the costs and activities as well as the recognition of assets and liabilities at their fair values pursuant to the election of push-down accounting as of the consummation of the 2019 Agreement. Prior to the formation of the Company, the members’ equity represents interest in Solo DTC Brands, LLC.

The six months ended June 30, 2021, is referred to as “Successor or Company” The Successor period reflects the costs and activities as well as the recognition of assets and liabilities of the Company at their fair values pursuant to the election of push-down accounting as of the consummation of the 2020 Agreement. Due to the application of acquisition accounting, the election of push-down accounting, and the conforming of significant accounting policies, the results of the consolidated financial statements for Intermediate Successor and Successor periods are not comparable. Subsequent to the formation of the Company, the members’ equity represents interest in Solo Stove Holdings, LLC. However, the operations of the Company are conducted through Solo DTC Brands, LLC.

F-39

The unaudited consolidated financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to applicable rules and regulations of the SEC. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained elsewhere in this prospectus.

NOTE 2—Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Concentrations of Credit Risk

As of June 30, 2021, Dick’s Sporting Goods and REI Co-op account for 22 percent and 13 percent, respectively, of the Company’s total outstanding accounts receivable. As of December 31, 2020, Dick’s Sporting Goods accounts for 17 percent of the Company’s total outstanding accounts receivable. Additionally, accounts receivable from credit card merchants was 9 percent and 25 percent, respectively, of the Company’s total outstanding accounts receivable, as of June 30, 2021, and December 31, 2020. There are no other significant concentrations of receivables that represent a significant credit risk. For the six months ended June 30, 2021, and the six months ended June 30, 2020, no single customer accounted for more than 10% of total net sales.

Segment Information

The Company’s Chief Executive Officer, as the chief operating decision-maker, organizes the Company, manages resource allocations, and measures performance on the basis of one operating segment. We report our operations as a single reportable segment and manage our business as a single-brand outdoor consumer products business. This is supported by our operational structure, which includes sales, research, product design, operations, marketing, and administrative functions focused on the entire product suite rather than individual product categories. Our chief operating decision maker does not regularly review financial information for individual product categories, sales channels, or geographic regionals that would allow decisions to be made about the allocation of resources or performance.

F-40

Risks and Uncertainties

Contract Balances

Contract liabilities included in deferred revenue were $3.7 million and $20.2 million as of June 30, 2021, and December 31, 2020, respectively. For the periods presented on the consolidated statement of operations, we recognized $19.9 million of revenue that was previously included in the contract liability balance as of December 31, 2020. The change in the contract liability balance primarily results from timing differences between the customer’s payment and our satisfaction of performance obligations.

Intangible Assets

Intangible assets are comprised of brand, patents, customer relationships, developed technology, in-process research and development, and IP and trademark. Intangible assets are recorded at their estimated fair values at the date of acquisition.


	Useful Life
Brand		15 Years
Patents		8 Years
Customer relationships		6-8 Years
Developed technology		6 Years
Trademark		9 Years

Income Taxes

Oru Kayak, Inc. is subject to federal and state income taxes on corporate earnings and accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

F-41

No amounts have been accrued for uncertain tax positions as of June 30, 2021, and December 31, 2020. However, management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations, and interpretations thereof, and other factors. The Company does not have any unrecognized tax benefits as of June 30, 2021, and December 31, 2020, and does not expect that the total amount of unrecognized tax benefits will materially change over the next six months. Additionally, no interest or penalty related to uncertain taxes has been recognized in the accompanying consolidated financial statements.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, an update that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company early adopted this standard on January 1, 2021. It did not materially impact our consolidated financial statements or disclosures.

In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes,” an update that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 by clarifying and amending existing guidance. The guidance became effective for the Company on January 1, 2021, but did not materially impact our financial statements.

NOTE 3—Revenue

The Company primarily engages in direct-to-consumer transactions, which is comprised of product sales directly from our website, and business-to-business transactions, which is comprised of product sales to retailers, including where possession of the Company’s products is taken and sold by the retailer in-store or online.

The following table disaggregates our net sales by channel (in thousands):


	SUCCESSOR		INTERMEDIATE SUCCESSOR
	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Net sales by channel
Direct-to-consumer	$	133,411	$	33,539
Wholesale		24,405		3,918

Total net sales	$	157,816	$	37,457

F-42

NOTE 4—Acquisitions

The following transaction was accounted for as business combinations under ASC 805, Business Combinations.

Oru Kayak, Inc.

On May 3, 2021, Solo DTC Brands, LLC entered into the Equity Purchase Agreement (the “Agreement”) to acquire 60 percent of the voting equity interests in Oru Kayak, Inc. (“Oru”) for total net cash paid of $25.4 million. Additionally, the Company has the option to purchase the remaining 40 percent upon a liquidity event. The exercise price of the option is equal to Oru’s last twelve months adjusted EBITDA times a predetermined multiple. The Company acquired Oru to increase its brand and market share in the overall outdoor activities industry, as Oru manufactures, markets, and sells kayak boats and kayak accessories. The acquisition will be accounted for under the acquisition method of accounting for business combinations.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed by the Company at the acquisition date (in thousands):


Cash	$	6,307
Accounts receivable		357
Inventory		4,145
Property and equipment		436
Prepaid expenses and other assets		902
Intangible assets		24,265
Accounts payable and accrued liabilities		(4,119	)
Deferred revenue		(778	)
Deferred tax liability		(6,686	)

Total identifiable net assets		24,829
Noncontrolling interest		(15,320	)
Goodwill		15,933

Total	$	25,442
Less: cash acquired		(6,307	)

Total, net of cash acquired	$	19,135

The intangible assets and related deferred tax assets and liabilities are estimates and are pending final valuation and tax provision calculations. The final purchase price allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.

The fair value of the noncontrolling interest of $15.3 million was based upon forty percent of Oru’s enterprise value.

Acquisition-related costs of the buyer, which include legal, accounting, and valuation fees, totaled $0.7 million for the six months ended June 30, 2021, and were paid by the Company subsequent to the transaction date. These costs are included in other operating expenses on the consolidated statements of operations.

The amounts of net sales and net income of Oru included in the Company’s consolidated income statement from the acquisition date to the six months ended June 30, 2021 are $5.6 million and $0.8 million, respectively.

F-43

NOTE 5—Inventory

Inventory consisted of the following (in thousands):


	June 30, 2021		December 31, 2020
Purchased inventory on hand	$	14,971	$	2,725
Inventory in transit		30,901		10,964
Raw materials		2,066		—
Fair value write-up		640		659

Inventory	$	48,578	$	14,348

NOTE 6—Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	June 30, 2021			December 31, 2020
Computer and other equipment	$	2,017		$	923
Leasehold improvements		949			48
Furniture and fixtures		280			46

Property and equipment, gross		3,246			1,017
Accumulated depreciation		(191	)		(37	)

Property and equipment, net	$	3,055		$	980

Depreciation expense related to property and equipment was $0.2 million for the six months ended June 30, 2021. The amount was nominal for the six months ended June 30, 2020.

NOTE 7—Intangible Assets, net

Intangible assets consisted of the following (in thousands):


	June 30, 2021			December 31, 2020
Gross carrying value
Customer relationships	$	7,370		$	6,796
Patents		956			956
Brand		196,100			196,083
Developed technology		21,050			—
Trademark		2,641			—

		228,117			203,835
Accumulated amortization
Customer relationships		(831	)		(257	)
Patents		(86	)		(27	)
Brand		(9,447	)		(2,964	)
Developed technology		(585	)		—
Trademark		(49	)		—

		(10,998	)		(3,248	)
Intangible assets, net	$	217,119		$	200,587

Amortization expense was $7.7 million and $1.5 million for the six months ended June 30, 2021, and June 30, 2020, respectively.

F-44

NOTE 8—Goodwill

The carrying value of goodwill associated with continuing operations and appearing in the accompanying consolidated balance sheets at June 30, 2021, and December 31, 2020, was as follows (in thousands):


Balance, December 31, 2020	$	289,096
Acquisitions		15,933

Balance, June 30, 2021	$	305,029

NOTE 9—Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities include the following (in thousands):


	June 30, 2021		December 31, 2020
Accrued distributions	$	—	$	8,608
Sales taxes		1,707		1,924
Shipping costs		828		1,681
Allowance for sales returns		873		1,208
Payroll		1,102		875
Insurance		408		193
Seller fees		230		299
Other		1,396		415

Accrued expenses and other current liabilities	$	6,544	$	15,203

NOTE 10—Long-Term Debt

Long-term debt consisted of the following (in thousands):


	June 30, 2021			December 31, 2020
Senior debt facility	$	—		$	45,000
Subordinated debt		30,000			30,000
Revolving credit facility		186,000			—
Unamortized debt issuance costs		(3,225	)		(1,652	)

Total debt, net of debt issuance costs		212,775			73,348
Less current portion of long-term debt		—			450

Long-term debt, net	$	212,775		$	72,898

Interest expense related to long-term debt was $5.1 million and $0.9 million for the six months ended June 30, 2021, and June 30, 2020, respectively.

Senior Debt Facility

The Company voluntarily repaid in full the principal amount and $1.0 million of accrued interest outstanding under the Senior Debt Facility on May 31, 2021, using proceeds from the Revolving Credit Facility described below. The Company wrote off $1.5 million of debt issuance costs associated with the Senior Debt Facility.

Revolving Credit Facility

On May 12, 2021, the Company entered into a credit agreement with a bank (the “Revolving Credit Facility”). Under the terms of this agreement, the Company may borrow up to $200 million under a revolving

F-45

credit facility. The proceeds from the Revolving Credit Facility were used to refinance and subsequently terminate in full the Senior Debt Facility, pay the contingent liability related to the 2020 Agreement, pay transaction expenses associated with the Oru acquisition (refer to Note 4), pay member tax distributions (refer to Statement of Members’ Equity), and fund cash on the balance sheet to be used for general corporate purposes. Under the terms of the credit agreement, the Company has access to certain swing line loans and letters of credit. The credit agreement matures on May 12, 2026, and bears interest at a rate equal to the base rate as defined in the agreement plus an applicable margin, which as of June 30, 2021, was based on LIBOR. For the initial drawdown on May 12, 2021, this rate was 1.66%. For the secondary drawdown on June 15, 2021, this rate was 1.62%. All outstanding principal and interest due on the Revolving Credit Facility are due at maturity. On June 2, 2021, the Company entered into an amendment to the Revolving Credit Facility to increase the maximum amount available under the Revolving Credit Facility to $250 million.

The Company recorded $3.2 million of debt issuance costs related to the Revolving Credit Facility. The costs were amortized over the term of the related debt and are presented net of long-term debt on the consolidated balance sheets.

NOTE 11—Leases

The Company is obligated under operating leases primarily for its warehouse, distribution, and office space in Southlake, Texas, expiring in April 2024, and warehouse and distribution space in Salt Lake City, Utah, expiring September 2025. The Company was also obligated through January 2021 for warehouse and distribution space in Elizabethtown, Pennsylvania. These leases require the Company to pay taxes, insurance, utilities, and maintenance costs. Total rent expense under these leases was $0.8 million and $0.4 million for the six months ended June 30, 2021, and 2020, respectively. Rent expense is included in selling, general, & administrative expenses on the consolidated statements of operations. Our lease terms do not include options to extend or terminate the lease. Fixed payments may contain predetermined fixed rent escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term.

On April 8, 2021, the Company entered into a lease agreement to move its global headquarters from Southlake, Texas, to DFW Airport, Texas, and entered into a surrender agreement to terminate the existing lease in Southlake, Texas. The new lease expires 88 months after the commencement date of August 15, 2021, assuming substantial completion of initial improvements. The lease will require the Company to pay certain operating expenses, including utilities, maintenance, repairs, and insurance.

NOTE 12—Employee Compensation

Incentive Units

On December 31, 2020, the Company granted 8.1 million incentive units that contained a service condition and granted 16.4 million incentive units that contained performance and market vesting conditions. On January 15, 2021, the Company granted 0.4 million incentive units that contained a service condition and granted 0.8 million incentive units that contained performance and market vesting conditions. On March 29, 2021, the Company granted 0.9 million incentive units that contained a service condition and granted 1.7 million incentive units that contained performance and market vesting conditions.

The awards with a service condition vest over 4 years with 25 percent vesting on the one-year anniversary of the grant date and the remaining 75 percent vesting ratably over the remaining 3 years. The awards with a performance and market condition fully vest upon a liquidity event, as defined by the Holdings LLC Agreement, and if the investor return, as defined by the Holdings LLC Agreement, is equal to, or above, 4.0. If the investor return is below 2.5, then no incentive units with a performance and market condition vest. If the investor return is above 2.5 but less than 4.0, the total percent of incentive units that vests is calculated on a straight-line basis.

For the awards with service conditions, the Company recognizes employee compensation costs on a straight-line basis from the grant date. For the awards with performance and market conditions, the Company

F-46

commences recognition of employee compensation cost once it is probable that the performance and market conditions will be achieved. These conditions are not probable to be achieved for accounting purposes until the event occurs. Once it is probable that the performance and market conditions will be achieved, the Company recognizes employee compensation costs in that period. As of June 30, 2021, employee compensation was $0.5 million and attributable to incentive units that contain a service condition. This expense is recorded in the selling, general and administrative expense line item on the consolidated statement of operations.

For the units granted in 2020, the weighted average fair value at the date of the grant was determined to be $0.25. For the units granted in 2021, the weighted average fair value at the date of the grant was determined to be $0.31.

A summary of the incentive units is as follows for the periods indicated (in thousands, except per share data):


	Outstanding Units		Weighted Average Grant Date Fair Value Per Unit		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance, December 31, 2020		24,550,532	$	0.25		3.51		6,220
Granted		3,730,053		0.31		3.68		1,161
Exercised		—
Forfeited/canceled		—

Balance, June 30, 2021		28,280,585		0.26		3.53	$	7,381

Exercisable, June 30, 2021		28,280,585		0.26		3.53	$	7,381

No incentive units were exercised or vested during the period ended June 30, 2021.

NOTE 13—Income Taxes

The Company’s majority owned subsidiary, Oru, has a provision for income taxes of $0.2 million for the six months ended June 30, 2021. As a result, the Company’s effective tax rate is 0.41%. The Company’s effective tax rate is less than the statutory rate of 21% primarily because the Company is not liable for income taxes on limited liability company earnings that are attributable to its members. Only the Oru subsidiary (acquired on May 3, 2021) is subject to corporate federal income taxes. The deferred tax liabilities are principally related to the purchased intangible assets acquired in the Oru acquisition.

The Company has evaluated all significant tax positions for federal and state income tax purposes and believes that all income tax positions would more likely than not be sustained by examination. Therefore, as of June 30, 2021 and December 31, 2020, the Company had not established any reserves, nor recorded any unrecognized benefits related to, uncertain tax positions.

F-47

NOTE 14—Commitment and Contingencies

Contingencies

Lease Commitments

The Company has entered into non-cancelable operating leases primarily for its warehouse, distribution, and office spaces. For information related to our lease commitments, see Note 11.

Purchase Commitments

The Company has entered into non-cancelable purchase contracts for operating expenditures, primarily inventory purchases, for $5.3 million as of June 30, 2021, and $17.5 million as of December 31, 2020.

NOTE 15—Fair Value Measurements

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

F-48

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2021, and the valuation techniques used by the Company to determine those fair values:


			Fair Value Measurements
June 30, 2021	Total Fair Value		Level 1		Level 2		Level 3
Financial liabilities:
Long-term debt	$	212,775	$	—	$	212,775	$	—


			Fair Value Measurements
December 31, 2020	Total Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents:
Money market funds	$	30,005	$	—	$	30,005	$	—

Financial liabilities:
Long-term debt	$	73,348	$	—	$	73,348	$	—

Contingent consideration	$	100,000	$	—	$	—	$	100,000

NOTE 16—Net Income Per Unit

The following table sets forth the calculation of earnings per unit and weighted-average common units outstanding at the dates indicated (in thousands, except per unit data):


	SUCCESSOR		INTERMEDIATE SUCCESSOR
	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Net income	$	41,962	$	11,207
Less: Net income attributable to noncontrolling interest		229		—

Net income attributable to Solo Stove Holdings, LLC	$	41,733	$	11,207
Weighted average units outstanding—basic		425,000		78,547
Effect of dilutive securities		—		—

Weighted average units outstanding—diluted		425,000		78,547

Units per share
Basic	$	0.10	$	0.14
Diluted	$	0.10	$	0.14

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NOTE 17—Subsequent Events

Revolving Credit Facility

During July 2021, the Company drew down an additional $10.0 million on the Revolving Credit Facility to fund inventory purchases. On July 29, 2021, the Company drew down an additional $26.0 million to fund the Isle acquisition described below. On September 1, 2021, the Company drew down an additional $8.0 million in anticipation of Chubbies, Inc. acquisition expenses and acquisition-related working capital requirements.

On September 1, 2021, the Company entered into an amendment to the Revolving Credit Facility to increase the maximum amount available under the Revolving Credit Facility to $350 million.

Term Loan

On September 1, 2021, the Company entered into a Credit Agreement to secure a Term Loan with a bank in an initial aggregate principal amount of $100 million to fund the Chubbies acquisition described below. The Term Loan will mature in May 2026.

Acquisitions

International Surf Ventures, Inc.

On August 2, 2021, the Company acquired International Surf Ventures, Inc. (“Isle”) for approximately $24.8 million in cash, subject to working capital adjustments and completion of the determination of total purchase consideration. The Company obtained 100 percent of the voting equity interests in Isle. The Company acquired Isle to expand its outdoor consumer product offering. The acquisition will be accounted for under the acquisition method of accounting for business combinations. Acquisition-related costs of the buyer, which include legal, accounting and valuation fees, totaled approximately $0.6 million through September 1, 2021.

Below are the total preliminary assets acquired and liabilities assumed:


Cash	$	3,076
Accounts receivable		106
Inventory		6,173
Property and equipment		209
Prepaid expenses and other assets		38
Accounts payable and accrued liabilities		(3,408	)

Total identifiable net assets	$	6,194
Goodwill and intangibles		18,622

Net assets acquired	$	24,816

The historical net sales of Isle for the year ended December 31, 2020, were $20.7 million. This, if combined with the net sales of $60.8 million in the Successor period, would have resulted in $81.5 million in net sales for the year ended December 31, 2020. The historical net sales of Isle for the period ended June 30, 2021, were $12.1 million. This, if combined with the net sales of $157.8 million in the Successor period, would have resulted in $170.0 million in net sales for the period ended June 30, 2021.

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Chubbies, Inc.

On September 1, 2021, the Company acquired Chubbies, Inc. (“Chubbies”) for approximately $129.5 million in net consideration provided, comprised of $100.4 million of cash paid and $29.1 million of Class B units issued, subject to the finalization of the estimated total purchase consideration and net assets acquired. The Company obtained 100 percent of the voting equity interests in Chubbies. The Company acquired Chubbies to expand its consumer product offering. The acquisition will be accounted for under the acquisition method of accounting for business combinations. Acquisition-related costs of the buyer, which include legal, accounting and valuation fees, totaled approximately $1.6 million through September 1, 2021.

Below are the total preliminary assets acquired and liabilities assumed:


Cash	$	7,381
Accounts receivable		2,001
Inventory		24,479
Fixed assets		404
Prepaid expenses and other assets		921
Intangible assets		51,685
Accounts payable and accrued liabilities		(17,151	)
Deferred tax liability, net		(12,632	)

Total identifiable net assets	$	57,089
Goodwill		72,392

Net assets acquired	$	129,481

The historical net sales of Chubbies for the year ended January 31, 2021, were $44.1 million. This, if combined with the net sales of $60.8 million in the Successor period, would have resulted in $104.9 million in net sales for the year ended December 31, 2020. The historical net sales of Chubbies for the period ended July 31, 2021, were $49.9 million. This, if combined with the net sales of $157.8 million in the Successor period, would have resulted in $207.7 million in net sales for the period ended June 30, 2021.

Issuance of Incentive Units

During August 2021, the Company issued 255,000 Incentive Units to certain directors pursuant to their service on the board of directors.

F-51

LOGO

Report of Independent Auditors

The Board of Directors and Stockholders

Chubbies, Inc.

Report on the Financial Statements

We have audited the accompanying financial statements of Chubbies, Inc. (the “Company”) which comprise the balance sheet as of January 30, 2021, and the related statements of income, stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 30, 2021, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

LOGO

Los Angeles, California

June 11, 2021

F-52

Chubbies, Inc.

Balance Sheet (In Thousands, Except Share and Per Share Amounts)


ASSETS
	January 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$	5,684
Accounts and other receivables, net of $51 allowance for doubtful accounts		1,042
Inventories, net		7,944
Prepaid expenses and other current assets		456

Total current assets		15,126
PROPERTY AND EQUIPMENT ,net		238
INTANGIBLES		57
DUE FROM STOCKHOLDERS		272
DEFERRED TAX ASSET		1,518
OTHER ASSETS		132

Total assets	$	17,343

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	896
Accrued expenses		4,801
Current portion of paycheck Protection Program loan		1,041

Total current liabilities		6,738
PAYCHECK PROTECTION PROGRAM LOAN, net of current portion		520
DEFERRED RENT		23

Total liabilities		7,281
STOCKHOLDERS’ EQUITY
Convertible Series A Preferred Stock—$0.0001 par value 2,049,400 shares authorized, 2,035,828 shares issued and outstanding		—
Convertible Series B Preferred Stock—$0.0001 par value 3,281,539 shares authorized, 3,281,539 shares issued and outstanding		—
Convertible Series Seed 1 Preferred Stock—$0.0001 par value 1,372,238 shares authorized, 1,372,238 shares issued and outstanding		—
Convertible Series Seed 2 Preferred Stock—$0.0001 par value 2,627,171 shares authorized, 2,627,171 shares issued and outstanding		—
Common Stock—$0.0001 par value 25,300,000 shares authorized, 10,602,386 shares issued and outstanding		1
Additional paid-in capital		14,850
Accumulated deficit		(4,789	)

Total stockholder’s equity		10,062

Total liabilities and stockholder’s equity	$	17,343

See accompanying notes.

F-53

Chubbies, Inc.

Statement of Income (In Thousands)


	Year Ended January 30, 2021
				Percent of Net Sales
NET SALES	$	44,065			100.0	%
COST OF SALES		15,947			36.2

Gross profit		28,118			63.8
OPERATING EXPENSES		23,560			53.5

Income from operations		4,558			10.3

OTHER INCOME / (EXPENSE)
Interest expense, net		(309	)		(0.7	)
Other income, net		1			0.0

		(308	)		(0.7	)

INCOME BEFORE INCOME TAXES		4,250			9.6
INCOME TAX BENEFIT		(1,461	)		(3.3	)

NET INCOME	$	5,711			12.9	%

See accompanying notes.

F-54

Chubbies, Inc.

Statement of Stockholders’ Equity (In Thousands, Except Share Data)


									Convertible Preferred Stock
	Common Stock				Series Seed 1				Series Seed 2				Series A				Series B				Additional Paid In Capital		Accumulated Deficit			Total Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount		Accumulated Deficit			Total Equity
BALANCE, February 1, 2020		10,322,032	$	1		1,372,238	$	—		2,627,171	$	—		2,035,828	$	—		—	$	—	$	10,341	$	(10,500	)	$	(158	)
Exercises of stock options		151,008		—		—		—		—		—		—		—		—		—		115		—			115
Series B Preferred Stock Financing		129,346		—		—		—		—		—		—		—		2,430,527		—		2,804		—			2,804
Convertible notes converted to equity		—		—		—		—		—		—		—		—		851,012		—		1,050		—			1,050
Stock based compensation expense		—		—		—		—		—		—		—		—		—		—		540		—			540
Net income		—		—		—		—		—		—		—		—		—		—		—		5,711			5,711

BALANCE, January 31, 2021		10,602,386	$	1		1,372,238	$	—		2,627,171	$	—		2,035,828	$	—		3,281,539	$	—	$	14,850	$	(4,789	)	$	10,062

See accompanying notes.

F-55

Chubbies, Inc.

Statement of Cash Flows (In Thousands)


	Year Ended January 30 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	5,711
Depreciation and amortization		166
Stock based compensation expense		540
Deferred tax benefit		(1,518	)
Changes in assets and liabilities
Accounts receivable		(202	)
Inventories		(3,053	)
Prepaid expenses and other current assets		226
Other assets		150
Due from members		(2	)
Accounts payable		(757	)
Accrued expenses		1,982
Deferred rent		(73	)
Refundable security deposits		(20	)

Net cash provided by operating activities		3,150

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(158	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under line of credit		40,752
Repayments on line of credit		(43,875	)
Borrowings under Paycheck Protection Program		1,561
Proceeds from issuance of Series B Convertible Preferred Stock, net		2,804
Proceeds from the exercise of stock options		115

Net cash provided by financing activities		1,357

NET INCREASE IN CASH		4,349
CASH AND CASH EQUIVALENTS, beginning of year		1,335

CASH AND CASH EQUIVALENTS, end of year	$	5,684

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for
Interest	$	309

Income taxes	$	2

Noncash financing activities
Convertible notes converted to equity	$	1,050

See accompanying notes.

F-56

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 1—Nature of Business

The Company was originally formed in March 2011 as Three Guys Holdings Co., LLC, a California limited liability company. In October 2015, Three Guys Holdings Co., LLC was reincorporated as a Delaware C corporation under the name Chubbies, Inc. (the “Company”).

The Company is engaged in the business of designing, manufacturing, and selling shorts and other apparel. The Company predominantly sells directly to consumers through its website, while also offering product through retail and wholesale channels. The Company is headquartered in San Francisco, California but recently moved operations to Austin, Texas beginning in August 2019.

Note 2—Summary of Significant Accounting Policies

Fiscal year—The Company operates on a retail calendar (also known as the 4-5-4 calendar) ending on the Saturday nearest to January 31 of each year.

Revenue recognition—Retail store revenues are recognized at the time of sale to consumers, net of expected returns and discounts. E-commerce revenues of products ordered through the Company’s website are recognized upon shipment to the customers. E-commerce revenues are also reduced by expected returns and discounts.

Wholesale revenues are recognized upon shipment of the product to the customer. Revenues are recorded, net of expected discounts and allowances. The Company reviews and refines these estimates using historical trends, seasonal results, and current economic and market conditions.

The Company has elected to apply the practical expedient, which allows an entity to account for shipping and handling as fulfillment activities and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of product at shipping point, when the customer gains control.

The Company evaluates the allowance for sales returns based on historical percentages and actual known and determinable returns. The allowance for sales returns is recorded within accrued expenses and amounted to approximately $123 at January 30, 2021. The Company also records an asset on the balance sheet within prepaid and other current assets for the cost of the estimated returns of inventory, which amounted to approximately $40 at January 30, 2021.

Cash and cash equivalents—The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts receivable—The Company carries its accounts receivable at invoiced amounts less allowances for doubtful accounts and other deductions. The Company does not accrue interest on its accounts receivable. Management evaluates the ability to collect accounts receivable based on a combination of factors. An allowance for doubtful accounts is maintained based on the length of time receivables are past due, the status of a customer’s financial position, and other factors. Accounts receivable amounted to approximately $1,042 and $839 as of January 30, 2021 and February 1, 2020, respectively.

Inventories—Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. On an on-going basis, inventory is evaluated for obsolescence and slow-moving items. If the Company’s review indicates a reduction in utility below carrying value, inventory is reduced to a new cost basis.

F-57

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

Note 2—Summary of Significant Accounting Policies (continued)

Property and equipment—The Company accounts for property and equipment at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight-line method over estimated useful lives of two to seven years. Leasehold improvements are amortized over the shorter of the economic life of the asset or the life of the lease. Depreciation for equipment commences once it is placed in service, and amortization for leasehold improvements commences once they are ready for their intended use. Depreciation and amortization expense for the year ended January 30, 2021 amounted to approximately $166.

Lease accounting—Certain of the Company’s lease agreements provide for scheduled rent increases during the lease term, as well as provisions for renewal options. Rent expense is recognized on a straight-line basis over the lease term, which is generally the initial lease term without consideration of the lessee’s option to extend the lease.

Long-lived assets—Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell. There were no impairments for the year ended January 30, 2021.

Intangible assets—Indefinite-lived intangible assets are reviewed for impairment on an annual basis, or when circumstances indicate their carrying value may not be recoverable.

Fair value measurements—Fair value is defined as the amount that would be received upon sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance establishes a fair value hierarchy which prioritizes the types of inputs to valuation techniques that companies may use to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1). The next highest priority is given to inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2). The lowest priority is given to unobservable inputs in which there is little or no market data available and which require the reporting entity to develop its own assumptions (Level 3).

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of their generally short maturities. The carrying value of the Paycheck Protection Program loan approximates fair value as the terms approximate those currently available for similar debt instruments.

Advertising costs—Advertising costs are expensed in the period incurred. Advertising expense was $5,737 for the year ended January 30, 2021.

Shipping and handling fees and costs—Shipping and handling fees billed to customers are recorded as revenues. The costs associated with shipping goods to customers are recorded as an operating expense and amounted to $4,871 for the year ended January 30, 2021.

F-58

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 2—Summary of Significant Accounting Policies (continued)

Income taxes—Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings.

The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740-10, Income Taxes. The Company recognizes the tax benefit from uncertain tax positions only if it is more-likely-than-not that the tax positions will be sustained by a court of last resort, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The company recognizes interest and penalties related to income tax matters in income tax expense.

Stock-based compensation—The Company accounts for equity based awards by measuring employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Company recognizes equity compensation expense on a straight-line basis over the awards’ vesting period.

Joint venture—The investment in joint venture is accounted for using the equity method. Under the equity method, the investment is carried at cost, adjusted for the Company’s proportionate share of the earnings of the joint venture.

Financial instruments and credit risk concentration—Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company periodically holds cash in financial institutions in excess of the amount insured by the Federal Deposit Insurance Corporation (FDIC). Management considers the risk of loss to be minimal as they place their funds with large financial institutions.

Use of estimates—The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Subsequent events—Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are available to be issued. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. The Company’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are available to be issued. The Company has evaluated subsequent events through June 11, 2021 which is the date the financial statements are available for issuance.

F-59

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 2—Summary of Significant Accounting Policies (continued)

Recently issued accounting pronouncements—In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. For non-public entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted. The Company is currently evaluating the effect of this accounting pronouncement.

Note 3—Inventories


	January 30, 2021
Finished goods in-transit	$	2,081
Finished goods		5,863

	$	7,944

Note 4—Property and Equipment


	January 30, 2021
Computer software	$	826
Furniture and fixtures		63
Machinery, equipment, and computer hardware		217
Leasehold improvements		126

		1,232
Accumulated depreciation and amortization		(994	)

	$	238

Note 5—Due from Stockholders

Due from stockholders of $272 as of January 30, 2021, consists of amounts owed for taxes paid by the Company on behalf of the stockholders in the form of an interest-bearing promissory note which bears interest at the greater of .55% or the short-term applicable federal rate. The Company has classified the outstanding balance as long term as the Company does not expect to be repaid within the next 12 months from year-end.

Note 6—COVID-19 Pandemic and Funding

In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. The related adverse public health developments, including orders to shelter-in-place, travel restrictions, and mandated business closures, have adversely affected workforces, companies, economies, and financial markets globally, leading to increased market volatility and disruptions in normal business operations, including the Company’s business.

F-60

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 6—COVID-19 Pandemic and Funding (continued)

Relief, and Economic Security (“CARES”) Act, Section 7(a)(36) of the Small Business Act for approximately $1,561. The loan bears interest at 1% with no payments due for the first ten months, after the end of the covered period. Monthly payments of principal and interest ranging from approximately $173 to $193 begin in August 2021 and continue through maturity in April 2022, if required. All remaining principal and accrued interest is due and payable upon maturity. The loan is subject to partial or full forgiveness if the Company uses all proceeds for eligible purposes, maintains certain employment levels, and maintains certain compensation levels in accordance with and subject to the CARES Act and the rules, regulations, and guidance. The loan is reported on the accompanying balance sheet as of January 30, 2021.

Aggregate maturities of the PPP Loan, if not forgiven, is as follows as of January 30, 2021:


	PPP Loan
Fiscal Years Ending
2021	$	1,041
2022		520

	$	1,561

Note 7—Line of Credit

The Company has a revolving line of credit with a bank with a borrowing capacity of the lesser of $6,000 or the borrowing base consisting of eligible accounts receivable and inventory. The line of credit agreement is automatically renewed each year unless terminated by either party.

The line of credit bears interest at the greater of 9.5% or the U.S. prime rate plus a negotiated rate of 5.5%. Interest is payable monthly. The line of credit is collateralized by substantially all Company assets.

At January 30, 2021, the outstanding balance on the line of credit was $0.

Note 8—Income Taxes

The components of income tax expense (benefit) for the year ended January 30, 2021, are as follows:


	January 30, 2021
Current
Federal	$	—
State		57

Total current		57

Deferred
Federal		(927	)
State		(591	)

Total deferred		(1,518	)

Income tax benefit	$	(1,461	)

F-61

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 8—Income Taxes (continued)

A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the year ended January 30, 2021, is as follows:


Federal statutory tax rate	21.00	%
State taxes, net of federal benefit	2.23	%
Permanent Items - Stock-based compensation	2.59	%
Permanent items–other	0.41	%
Increase (decrease) in valuation allowance	(60.60	%)

Effective tax rate	(34.38	%)

Deferred taxes are provided on an asset and liability method whereby deferred tax liabilities are recognized for taxable temporary differences and deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The major components of the Company’s deferred tax assets and liabilities as of January 30, 2021, consist of the following:


Deferred income tax assets
Net operating loss carryforwards	$	1,294
Accrued liabilities and reserves		119
Other		106

Gross deferred income tax assets		1,519
Deferred Tax Liabilities
Other		(1	)

Total net deferred income tax assets	$	1,518

At January 30, 2021, the Company has federal net operating loss (NOL) carryforwards of approximately $4,014, which do not expire. In addition, the Company has NOL carryforwards for state income tax purposes of approximately $6,647 at January 30, 2021, that begin to expire in 2028. There were insufficient federal and state deferred tax liabilities to offset the federal and state deferred tax assets at January 30, 2021; however, based on other available evidence such as the Company’s three-year cumulative profits and forecasts of future profitability, management does not believe that it is more-likely-than-not that the net federal and state deferred tax assets will not be fully realized. Therefore, the Company’s valuation allowance of $2,575 as of January 1, 2020 has been released as of January 30, 2021.

The utilization of the federal and state NOL carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code and the corresponding state statutes. The Company anticipates utilizing approximately $5,110 and $950 of federal and state NOL carryforwards, respectively, in the period ended January 30, 2021. Therefore, management commenced a preliminary Section 382 ownership change analysis for the period from inception through January 30, 2021. Based on this preliminary analysis, management believes that no ownership changes have occurred through January 30, 2021; however, should a subsequent change in ownership occur, NOL carryforwards may be limited as to use in future years.

F-62

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 8—Income Taxes (continued)

The Company is subject to examination by taxing authorities in the jurisdictions in which it files tax returns, including federal, California, Georgia, Montana, Texas, Florida, and Indiana. The federal and Texas statute of limitations remains open for all tax periods beginning February 3, 2018 while the statute of limitations for California and Georgia remains open for all tax periods beginning January 28, 2017. The Montana statute of limitations remains open for all tax periods beginning October 15, 2015. The Company recently commenced filing in Florida and Indiana; therefore, the Florida and Indiana statute of limitations remain open for tax periods February 2, 2019, and thereafter. However, due to the Company’s NOL carryforwards in various jurisdictions, federal and state tax authorities have the ability to adjust carryforwards related to otherwise closed tax periods.

For the year ended January 30, 2021, the Company believes that its tax positions meet the more-likely-than-not standard required under the recognition phase of the authoritative guidance of ASC Topic 740, Income Taxes, and, therefore, the Company has no unrecognized tax benefits. For the year ended January 30, 2021, the Company did not recognize interest or penalties as a component of income tax expense. There is no accrued interest and penalties as of January 30, 2021.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, NOL carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment; accordingly, the CARES Act became effective in the year ended January 30, 2021. The Company did not experience any material tax impacts from the CARES Act.

Note 9—Stockholders’ Equity

The table below summarizes the Company’s authorized, issued, and outstanding shares by class as of January 30, 2021


	Authorized		Issued		Outstanding
Common Stock		25,300,000		10,602,386		10,602,386
Convertible Preferred Series Seed 1		1,372,238		1,372,238		1,372,238
Convertible Preferred Series Seed 2		2,627,171		2,627,171		2,627,171
Convertible Preferred Series A		2,049,400		2,035,828		2,035,828
Convertible Preferred Series B		3,281,539		3,281,539		3,281,539

In May 2020, the Company authorized and issued 3,281,539 shares of Series B Preferred Stock for an Original Issue Price of $1.2343 per share. 851,012 shares of the issued Series B Preferred Stock along with 129,346 shares of common stock were used to extinguish both the January 2018 $665 and the October 2019 $300 Convertible Notes Payable. The Convertible Notes Payable and related accrued interest of approximately $85 were converted by using the conversion formula specified within the note purchase agreement related to a financing event. The remaining 2,430,527 shares of Series B Preferred Stock were issued for a cash investment with a purchase price of $3,000 less issuance costs of approximately $196. The investor is entitled to elect one director of the Company.

F-63

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 9—Stockholders’ Equity (continued)

requires the holders of preferred stock to receive a dividend on each outstanding share of preferred stock in an amount equal to 6% of the Original Issue Price per share of such preferred stock. Original Issue Price is defined as $0.5582, $1.6748, $2.9472 and $1.2343 per share for Series Seed 1, Series Seed 2, Series A and Series B Preferred Stock, respectively. After any dividends declared by the Board in the full preferential amount specified above have been made, any additional dividends declared are made on a pro rata basis between the holders of Common and Preferred stock.

Liquidation rights—In the event of liquidation, preferred stockholders have a liquidation preference which requires preferred stockholders to be paid the greater of (a) the Original Issue Price for such series of Preferred Stock, plus any dividends declared but unpaid, or (b) such amount per share as would have been payable had all shares of such series of Preferred Stock been converted into Common Stock immediately prior to such liquidation event.

Voting rights—The holders of Common Stock are entitled to one vote for each share of Common Stock. Preferred stockholders are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holders are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of Series A Preferred Stock, exclusively and as a separate class, are entitled to elect one director of the Company.

The holders of Common Stock, exclusively and as a separate class, are entitled to elect five directors of the Company. The holders of Common Stock and every other class or series of voting stock (including the Preferred Stock), voting together as a single class on an as-converted basis, are entitled to elect the remaining number of directors of the Company.

Conversion rights—Each share of a series of Preferred Stock is convertible to Common Stock at the option of the holder based on the Original Issue Price and subject to adjustments as stipulated in the Company’s certificate of incorporation.

Note 10—Stock Based Compensation

On October 15, 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”) which reserved approximately 1.9 million shares of Common Stock for issuance under the 2015 Plan. Stock options or other equity awards issued under the 2015 Plan generally expire ten years after the grant date and become exercisable over a period of four years, based on continued employment, subject to the applicable vesting terms. Certain employee stock option awards include accelerated vesting upon a future liquidity event.

In March 2020, the Company’s Board of Directors amended the Company’s 2015 Equity Incentive Plan to increase the number of shares of common stock reserved and available for issuance by 2,042,501 shares to an aggregate of 4,306,184 shares.

F-64

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 10—Stock Based Compensation (continued)

As of January 30, 2021, there were approximately 0.7 million shares available for future issuance under the 2015 Plan. The following table summarizes the stock option activity for the year ended January 30, 2021


Balance, February 1, 2020	1,422,341
Options granted	3,160,156
Options exercised	(151,008	)
Options forfeited	(1,267,485	)

Balance, January 30, 2021	3,164,004

Vested at January 30, 2021	1,760,840

The Company estimates the fair value of stock options using the Black-Scholes option pricing model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the stock option’s term, the Company’s expected annual dividend yield, and forfeiture rate. The Company’s management believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

The key input assumptions that were utilized in the valuation of the stock options issued during the year ended January 30, 2021, are summarized in the table below:


Risk-free interest rate		0.31	%
Dividend yield rate		0.00	%
Expected volatility		64.09	%
Expected term		5.31
Fair value at date of grant	$	0.24

Stock based compensation expense for the year ended January 30, 2021, amounted to approximately $540. The unrecognized stock based compensation expense at January 30, 2021, that will be recognized over future periods amounted to approximately $286.

Note 11—Warrants

In connection with the Convertible Notes issued in January 2018, the Company issued warrants to qualified investors to purchase 36,012 shares of the Company’s common stock. The warrants vest immediately and are exercisable at any time prior to January 28, 2025, at an exercise price of $0.01 per share. The Company has determined that the warrants meet the conditions for equity classification in accordance with U.S. GAAP. Therefore, these warrants were classified as equity and included in additional paid-in capital. The fair value of the warrants as of the grant date was determined to not be material to the financial statements.

No warrants were exercised during the year ended January 30, 2021. As of January 30, 2021, 36,012 warrants remain outstanding.

F-65

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Unit, Share, and Per Share Data)

Note 12—Lease Commitments

The Company leases office, retail, and warehouse facilities under various operating leases expiring through January 2024. Rent expense for the year ended January 30, 2021, amounted to $1,285.

Minimum payments required under non-cancelable operating leases for future fiscal years are as follows:


2021	$	357
2022		75
2023		47

	$	479

Note 13—Legal Proceedings

From time to time, the Company is involved in various routine legal proceedings incidental to the conduct of its business. Management does not believe that any of these legal proceedings will have a material adverse impact on the business, financial condition, or results of operations of the Company due to the nature of the claims.

Note 14—Concentrations

Purchases from one major vendor accounted for approximately 79% of purchases for the year ended January 30, 2021. Included in accounts payable and accrued expenses as of January 30, 2021 is approximately $2.1 million due to this one vendor. Payment terms are approximately 60 days.

F-66

Chubbies, Inc.

Balance Sheet (In Thousands, Except Share and Per Share Amounts)

(unaudited)


ASSETS
	July 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$	19,719
Accounts and other receivables, net of $150 allowance for doubtful accounts		2,209
Inventories, net		10,999
Prepaid expenses and other current assets		692
Due from stockholders		287

Total current assets		33,906
PROPERTY AND EQUIPMENT, net		386
INTANGIBLES		44
DEFERRED TAX ASSET		920
OTHER ASSETS		118

Total assets	$	35,374

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,009
Accrued expenses		12,963

Total current liabilities		14,972
DEFERRED RENT		14

Total liabilities		14,986
STOCKHOLDERS’ EQUITY
Convertible Series A Preferred Stock—$0.0001 par value 2,049,400 shares authorized, 2,035,828 shares issued and outstanding		—
Convertible Series B Preferred Stock—$0.0001 par value 3,281,539 shares authorized, 3,281,539 shares issued and outstanding		—
Convertible Series Seed 1 Preferred Stock—$0.0001 par value 1,372,238 shares authorized, 1,372,238 shares issued and outstanding		—
Convertible Series Seed 2 Preferred Stock—$0.0001 par value 2,627,171 shares authorized, 2,627,171 shares issued and outstanding		—
Common Stock—$0.0001 par value 25,300,000 shares authorized, 10,627,891 shares issued and outstanding		1
Additional paid-in capital		15,094
Retained earnings		5,293

Total stockholders’ equity		20,388

Total liabilities and stockholders’ equity	$	35,374

See accompanying notes.

F-67

Chubbies, Inc.

Statement of Income (In Thousands)

(unaudited)


	Six Months Ended July 31, 2021
				Percent of Net Sales
NET SALES	$	49,885			100.0	%
COST OF SALES		14,399			28.9

Gross profit		35,486			71.1
OPERATING EXPENSES		24,242			48.6

Income from operations		11,244			22.5

OTHER INCOME / (EXPENSE)
Interest expense, net		(55	)		(0.1	)
Gain on forgiveness of Paycheck Protection Program Loan		1,561			3.1
Other income, net		1			0.0

		1,507			3.0

INCOME BEFORE INCOME TAXES		12,751			25.5
PROVISION FOR INCOME TAXES		2,669			5.3

NET INCOME	$	10,082			20.2	%

See accompanying notes.

F-68

Chubbies, Inc.

Statement of Stockholders’ Equity (In Thousands, Except Share Data)

(unaudited)


									Convertible Preferred Stock
	Common Stock				Series Seed 1				Series Seed 2				Series A				Series B				Paid-In Capital		Retained			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount		Earnings			Equity
BALANCE, January 31, 2021		10,602,386	$	1		1,372,238	$	—		2,627,171	$	—		2,035,828	$	—		3,281,539	$	—	$	14,850	$	(4,789	)	$	10,062
Exercises of stock options		25,505		—		—		—		—		—		—		—		—		—		21		—			21
Stock based compensation expense		—		—		—		—		—		—		—		—		—		—		223		—			223
Net income		—		—		—		—		—		—		—		—		—		—		—		10,082			10,082

BALANCE, July 31, 2021		10,627,891	$	1		1,372,238	$	—		2,627,171	$	—		2,035,828	$	—		3,281,539	$	—	$	15,094	$	5,293		$	20,388

See accompanying notes.

F-69

Chubbies, Inc.

Statement of Cash Flows (In Thousands)

(unaudited)


	Six Months Ended July 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	10,082
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		89
Stock based compensation expense		223
Deferred tax expense		598
Gain on forgiveness of Paycheck Protection Program Loan		(1,561	)
Changes in assets and liabilities
Accounts and other receivables		(1,167	)
Inventories		(3,055	)
Prepaid expenses and other current assets		(223	)
Other assets		14
Due from stockholders		(15	)
Accounts payable		1,113
Accrued expenses		8,162
Deferred rent		(9	)

Net cash provided by operating activities		14,251

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(237	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under line of credit		49,330
Repayments on line of credit		(49,330	)
Proceeds from the exercise of stock options		21

Net cash provided by financing activities		21

NET INCREASE IN CASH		14,035
CASH AND CASH EQUIVALENTS, beginning of period		5,684

CASH AND CASH EQUIVALENTS, end of period	$	19,719

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for
Interest paid	$	40

Taxes paid	$	21

See accompanying notes.

F-70

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 1—Nature of Business

The Company is engaged in the business of designing and selling shorts and other apparel. The Company predominantly sells directly to consumers through its website, while also offering product through retail and wholesale channels. The Company is headquartered in Austin, Texas.

Operating results for the six months ended July 31, 2021 are not necessarily indicative of the results that may be expected for the remainder of the fiscal year due to the highly seasonal nature of the Company’s business. Majority of the Company’s revenue and operating profit typically occurs in the first half of the fiscal year.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our estimates and assumptions. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our assumptions or estimates or materially affected the carrying value of our assets or liabilities as of the date of issuance on August 27, 2021. Actual results could differ materially from those estimates under different assumptions or conditions.

Note 2—Summary of Significant Accounting Policies

Basis of Accounting—The accompanying financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company believes this information includes all adjustments consisting of normal recurring accruals necessary to fairly present the financial condition as of July 31, 2021. References to the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) included hereinafter refer to the Accounting Standards Codification and the Accounting Standards Update, both of which were established by the Financial Accounting Standards Board (FASB) as the source of the authoritative U.S. GAAP.

Use of estimates—The preparation of financial statements in accordance with U.S GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.

Fiscal year—The Company operates on a retail calendar (also known as the 4-5-4 calendar) ending on the Saturday nearest to January 31 of each year.

Revenue recognition—The Company records revenue under FASB ASC Topic 606, Revenue from Contracts with Customers (Topic 606), which requires revenue to be recorded as the transfer of promised goods or services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled in exchange for those goods or services.

Retail store revenues are recognized at the time of sale to consumers, net of expected returns and discounts. E-commerce revenues of products ordered through the Company’s website are recognized upon shipment to the customers. E-commerce revenues are also reduced by expected returns and discounts.

F-71

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 2—Summary of Significant Accounting Policies (continued)

The Company evaluates the allowance for sales returns based on historical percentages and actual known and determinable returns. The allowance for sales returns is recorded within accrued expenses and amounted to approximately $645 at July 31, 2021. The Company also records an asset on the balance sheet within prepaid expenses and other current assets for the cost of the estimated returns of inventory, which amounted to approximately $197 at July 31, 2021.

Cash and cash equivalents—The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts receivable—The Company carries its accounts receivable at invoiced amounts less allowances for doubtful accounts and other deductions. The Company does not accrue interest on its accounts receivable. Management evaluates the ability to collect accounts receivable based on a combination of factors. An allowance for doubtful accounts is maintained based on the length of time receivables are past due, the status of a customer’s financial position, historical losses, existing economic conditions, and other factors.

Property and equipment—The Company accounts for property and equipment at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight-line method over estimated useful lives of two to seven years. Leasehold improvements are amortized over the shorter of the economic life of the asset or the life of the lease. Depreciation for equipment commences once it is placed in service, and amortization for leasehold improvements commences once they are ready for their intended use. Depreciation and amortization expense for the six months ended July 31, 2021 amounted to approximately $89.

F-72

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 2—Summary of Significant Accounting Policies (continued)

Intangible assets—Indefinite-lived intangible assets are reviewed for impairment on an annual basis, or when circumstances indicate their carrying value may not be recoverable.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts and other receivables, accounts payable, and accrued expenses approximate fair value because of their generally short maturities.

Advertising costs—Advertising costs are expensed in the period incurred. Advertising expense was $9,353 for the six months ended July 31, 2021.

Income taxes—Annual income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. Interim income taxes are generally recorded based on an estimate of the annual effective tax rate. A valuation allowance is provided when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings.

The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740-10, Income Taxes. The Company recognizes the tax benefit from uncertain tax positions only if it is more-likely-than-not that the tax positions will be sustained by a court of last resort, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense.

F-73

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 2—Summary of Significant Accounting Policies (continued)

Subsequent events—Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are available to be issued. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. The Company’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are available to be issued. The Company has evaluated subsequent events through August 27, 2021 which is the date the financial statements are available for issuance.

Note 3—Inventories, net


	July 31, 2021
Finished goods in-transit	$	2,705
Finished goods		8,294

	$	10,999

F-74

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 4—Property and Equipment, net


	July 31, 2021
Computer software	$	963
Furniture and fixtures		64
Machinery, equipment, and computer hardware		310
Leasehold improvements		132

		1,469
Accumulated depreciation and amortization		(1,083	)

	$	386

Note 5—Due from Stockholders

Due from stockholders of $287 as of July 31, 2021, consists of amounts owed for taxes paid by the Company on behalf of the stockholders in the form of an interest-bearing promissory note which bears interest at .70% through October 2018 and 2.55% thereafter.

Note 6 — COVID-19 Pandemic and Funding

Paycheck Protection Program Loan—In April 2020, the Company was granted a loan under the Paycheck Protection Program (“PPP Loan”) offered by the Small Business Administration (“SBA”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, Section 7(a)(36) of the Small Business Act for approximately $1,561. The loan bears interest at 1% with no payments due for the first ten months, after the end of the covered period. Monthly payments of principal and interest ranging from approximately $173 to $193 were set to begin in August 2021 and continue through maturity in April 2022. However, in July 2021, the SBA forgave the outstanding balance in full. The Company has recognized this amount in other income for the period ended July 31, 2021.

Note 7—Line of Credit

The Company has a revolving line of credit with a creditor with a borrowing capacity of the lesser of $6,000 or the borrowing base consisting of eligible accounts receivable and inventory. The line of credit agreement is automatically renewed each year unless terminated by either party.

At July 31, 2021, the outstanding balance on the line of credit was $0.

F-75

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 8—Income Taxes

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on the current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The annual effective tax rate is based upon estimates and judgments, including the estimated annual pre-tax income of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, the Company’s tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.

The Company recorded a provision for income taxes of $2,669 for the six months ended July 31, 2021. The deferred tax expense portion of the provision for income taxes was $598. The Company’s effective tax rate for the six months ended July 31, 2021 was 20.93%. The Company’s effective tax rate for the six months ended July 31, 2021 was lower than the U.S. federal statutory rate primarily due to non-taxable Paycheck Protection Program loan forgiveness income, partially offset by state income taxes.

The Company is not currently under examination by any major income tax jurisdiction. During 2021, the statutes of limitations will lapse on the Company’s 2017 federal tax year and certain 2016 and 2017 state tax years. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. The Company does not believe its financial statements include any uncertain tax positions. As a result, the Company had no unrecognized tax benefits at July 31, 2021.

Note 9—Stockholders’ Equity

The table below summarizes the Company’s authorized, issued, and outstanding shares by class as of July 31, 2021:


	Authorized		Issued		Outstanding
Common stock		25,300,000		10,627,891		10,627,891
Convertible Preferred Series Seed 1		1,372,238		1,372,238		1,372,238
Convertible Preferred Series Seed 2		2,627,171		2,627,171		2,627,171
Convertible Preferred Series A		2,049,400		2,035,828		2,035,828
Convertible Preferred Series B		3,281,539		3,281,539		3,281,539

Distribution rights—The Company’s classes of convertible Preferred Stock have a non-cumulative dividend preference. Any cash or stock dividend declared by the Board of Directors of the Company (the “Board”) requires the holders of preferred stock to receive a dividend on each outstanding share of preferred stock in an amount equal to 6% of the Original Issue Price per share of such preferred stock. Original Issue Price is defined as $0.5582, $1.6748, $2.9472 and $1.2343 per share for Series Seed 1, Series Seed 2, Series A and Series B Preferred Stock, respectively. After any dividends declared by the Board in the full preferential amount specified above have been made, any additional dividends declared are made on a pro rata basis between the holders of Common and Preferred stock.

F-76

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 9—Stockholders’ Equity (continued)

Stock, plus any dividends declared but unpaid, or (b) such amount per share as would have been payable had all shares of such series of Preferred Stock been converted into Common Stock immediately prior to such liquidation event.

Voting rights—The holders of Common Stock are entitled to one vote for each share of Common Stock. Preferred stockholders are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holders are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of Series A Preferred Stock and Series B Preferred Stock, exclusively and as a separate class, are entitled to elect one director of the Company for so long as the respective preferred stock remain outstanding.

Conversion rights —Each share of a series of Preferred Stock is convertible to Common Stock at the option of the holder based on the Original Issue Price and subject to adjustments as stipulated in the Company’s certificate of incorporation.

Note 10—Stock Based Compensation

On October 15, 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”) which reserved approximately 1.9 million shares of Common Stock for issuance under the 2015 Plan. In March 2020, the Company’s Board of Directors amended the Company’s 2015 Equity Incentive Plan to increase the number of shares of common stock reserved and available for issuance by 2.0 million shares to an aggregate of 4.3 million shares.

Stock options or other equity awards issued under the 2015 Plan generally expire ten years after the grant date and become exercisable over a period of four years, based on continued employment, subject to the applicable vesting terms. Certain employee stock option awards include accelerated vesting upon a future liquidity event.

As of July 31, 2021, there were approximately 0.7 million shares available for future issuance under the 2015 Plan. The following table summarizes the stock option activity for the six months ended July 31, 2021



Options outstanding, beginning of period	3,164,004
Granted	137,500
Exercised	(25,505	)
Forfeited	(95,927	)

Options outstanding, end of period	3,180,072

Vested at July 31, 2021	2,415,232

F-77

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 10—Stock Based Compensation (continued)

The weighted-average exercise price of the options outstanding at July 31, 2021 was $0.46 per share. The weighted-average fair value at grant date was $0.25 per share. Stock based compensation expense for the six months ended July 31, 2021, amounted to approximately $223. The unrecognized stock based compensation expense at July 31, 2021, that will be recognized over future periods amounted to approximately $147. This unrecognized cost is expected to be recognized over a weighted-average period of 1.5 years.

The Company estimates the fair value of stock options using the Black-Scholes option pricing model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk- free interest rate over the stock option’s term, the Company’s expected annual dividend yield, and forfeiture rate. The Company’s management believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

The key input assumptions that were utilized in the valuation of the stock options issued during the six months ended July 31, 2021, are summarized in the table below:


Risk free interest rate		1.15	%
Dividend yield rate		0.00	%
Expected volatility		71.57	%
Expected term		6.00
Fair value at date of grant	$	0.28

Note 11—Warrants

In connection with financings in 2015 and 2016, the Company issued warrants to a lender to purchase an aggregate of 14,529 preferred shares at an exercise price of $2.9472 per share. The warrants are exercisable at any time at the option of the holder, expire on December 29, 2025, and include customary anti-dilution provisions.

In connection with Convertible Notes issued in January 2018, the Company issued warrants to qualified investors to purchase 36,012 shares of the Company’s common stock. The warrants vest immediately and are exercisable at any time prior to January 28, 2025, at an exercise price of $0.01 per share and also include customary anti-dilution provisions.

No warrants were exercised during the six months ended July 31, 2021. As of July 31, 2021, 50,541 warrants remain outstanding.

Note 12—Lease Commitments

The Company leases office and retail space under various operating leases expiring through January 2024. Rent expense for the six months ended July 31, 2021, amounted to $509.

F-78

Chubbies, Inc.

Notes to Financial Statements

(In Thousands, Except Incentive Units, Shares, and Per Share Data)

(unaudited)

Note 12—Lease Commitments (continued)

Minimum payments required under non-cancelable operating leases for future fiscal years are as follows:


2021	$	253
2022		320
2023		213

	$	786

Note 13—Legal Proceedings

Note 14—Concentrations

Purchases from one major vendor accounted for approximately 68% of purchases for the six months ended July 31, 2021. Included in accounts payable and accrued expenses as of July 31, 2021 is approximately $4.7 million due to this one vendor. Payment terms are approximately 60 days with this one vendor.

Note 15—Subsequent Event

On August 26, 2021, the Company terminated its revolving line of credit agreement with its creditor.

F-79

Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Shares

LOGO

Class A Common Stock

PROSPECTUS


BofA Securities		J.P. Morgan				Jefferies



Citigroup	Credit Suisse	Piper Sandler	William Blair



Fifth Third Securities	Academy Securities	C.L. King & Associates

, 2021

PART II

Information not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the offer and sale of Class A Common Stock being registered. All amounts shown are estimates except for the SEC, registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and exchange listing fee.


Item	Amount to be paid
SEC registration fee	$	23,385
FINRA filing fee		38,339
Exchange listing fee		25,000
Printing expenses		400,000
Legal fees and expenses		2,000,000
Accounting fees and expenses		950,000
Transfer agent fees and expenses		5,000
Miscellaneous expenses		58,276

Total	$	3,500,000

Item 14. Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law of the State of Delaware, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our amended and restated bylaws provide that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an

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action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or, while a director or officer, is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an Indemnitee), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our amended and restated bylaws provide that we will indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or, while a director or officer, is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of Class A Common Stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Please read “Item 17. Undertakings” for more information on the SEC’s position regarding such indemnification provisions.

Item 15. Recent sales of Unregistered Securities.

On June 29, 2021, Solo Brands, Inc. agreed to issue 100 shares of common stock, par value $0.001 per share, which will be redeemed upon the consummation of this offering, to Holdings in exchange for $100. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

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Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits. See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

(b) Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial Statements or notes thereto.

Item 17. Undertakings.

(a) The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registration has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The Registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

EXHIBIT INDEX


Exhibit no.		Description

	1.1	Form of Underwriting Agreement.

	3.1*	Certificate of Incorporation of Solo Brands, Inc., as currently in effect.

	3.2	Form of Amended and Restated Certificate of Incorporation of Solo Brands, Inc., to be effective upon the closing of this offering.

	3.3*	Bylaws of Solo Brands, Inc., as currently in effect.

	3.4	Form of Amended and Restated Bylaws of Solo Brands, Inc., to be effective upon the closing of this offering.

	4.1	Specimen Stock Certificate evidencing the shares of Class A Common Stock.

	5.1	Opinion of Latham & Watkins LLP.

	10.1	Form of Tax Receivable Agreement, to be effective upon the closing of this offering.

	10.2	Registration Rights Agreement, dated October 9, 2020 among Solo Stove Holdings, LLC and those investors listed therein.

	10.3	Limited Liability Company Agreement of Solo Stove Holdings, LLC, as currently in effect.

	10.4	Form of Amended and Restated Limited Liability Company Agreement of Solo Stove Holdings, LLC, to be effective upon closing of this offering.

	10.5	Form of Stockholders Agreement, to be effective upon the closing of this offering.

	10.6+*	Credit Agreement, dated as of May 12, 2021, among Solo DTC Brands, LLC (f/k/a Frontline Advance LLC), Solo Stove Intermediate, LLC, JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto.

	10.7*	Amendment No. 1, dated as of June 2, 2021, to Credit Agreement, dated as of May 12, 2021, among Solo DTC Brands, LLC (f/k/a Frontline Advance LLC), JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto

	10.8*	Amendment No. 2, dated as of September 1, 2021, to Credit Agreement, dated as of May 12, 2021, among Solo DTC Brands, LLC (f/k/a Frontline Advance LLC), JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto

	10.9	Form of Indemnification Agreement by and between Solo Brands, Inc. and its directors and executive officers.

	10.10#	Form of Solo Stove Holdings, LLC and SS Management Aggregator, LLC Incentive Equity Agreement

	10.11#	Form of Amendment to Solo Stove Holdings, LLC and SS Management Aggregator, LLC Incentive Equity Agreement

	10.12#	Solo Brands, Inc. 2021 Incentive Award Plan

	10.13#	Form of Stock Option Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan

	10.14#	Form of Restricted Stock Unit Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan

	10.15#	Form of Restricted Stock Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan

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Exhibit no.		Description

	10.16#	Form of Restricted Stock Unit Agreement (Non-Employee Director) under the Solo Brands, Inc. 2021 Incentive Award Plan

	10.17#	Solo Brands, Inc. 2021 Employee Stock Purchase Plan

	10.18#+*	Employment Agreement, dated as of October 9, 2020, by and between Solo DTC Brands, LLC and John Merris.

	10.19#+*	Employment Agreement, dated as of October 9, 2020, by and between Solo DTC Brands, LLC and Matt Webb.

	10.20#+*	Employment Agreement, dated as of October 9, 2020, by and between Solo DTC Brands, LLC and Clint Mickle.

	10.21#+*	Employment Agreement, dated as of May 21, 2021, by and between Solo DTC Brands, LLC and Samuel Simmons.

	10.22#+*	Employment Agreement, dated as of March 18, 2021, by and between Solo DTC Brands, LLC and Kent Christensen.

	10.23#+*	Employment Agreement, dated as of September 1, 2021, by and between Solo DTC Brands, LLC and Kyle Hency.

	10.24#+*	Employment Agreement, dated as of September 1, 2021, by and between Solo DTC Brands, LLC and Thomas Montgomery.

	10.25#+*	Employment Agreement, dated as of September 1, 2021, by and between Solo DTC Brands, LLC and William Rainer Castillo.

	10.26#+*	Board Letter, dated as of October 1, 2021, by and between Solo Brands and Andrea Tarbox.

	10.27#+*	Board Letter, dated as of August 25, 2021, by and between Solo Brands and Julia Brown.

	10.28#+*	Board Letter, dated as of August 30, 2021, by and between Solo Brands and Marc Randolph.

	10.29*	Non-Employee Director Compensation Policy

	21.1*	List of subsidiaries of Solo Brands, Inc.

	23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.

	23.2	Consent of Moss Adams LLP, independent auditors.

	23.3	Consent of Latham & Watkins LLP (included in Exhibit 5.1).

	24.1*	Power of Attorney (included on signature page).

Previously filed.

Indicates management contract or compensatory plan.

Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(a)(6).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Southlake, Texas, on this 20^th day of October, 2021.


Solo Brands, Inc.

By:	/s/ John Merris
	Name:	John Merris
	Title:	Chief Executive Officer and Director

II-6

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on October 20, 2021:


Name		Title

/s/ John Merris John Merris		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Samuel Simmons Samuel Simmons		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

* Matthew Guy-Hamilton		Director

* Paul Furer		Director

* Andrea K. Tarbox		Director

* Julia Brown		Director

* Marc Randolph		Director


*By:		/s/ John Merris
		John Merris
		Attorney-in-Fact

II-7

Exhibit 1.1

SOLO BRANDS, INC.

(a Delaware corporation)

[•] Shares of Class A Common Stock

UNDERWRITING AGREEMENT

Dated: [•], 2021

SOLO BRANDS, INC.

(a Delaware corporation)

[•] Shares of Class A Common Stock

UNDERWRITING AGREEMENT

[•], 2021

BofA Securities, Inc.

J.P. Morgan Securities LLC

Jefferies LLC

as Representatives of the several Underwriters

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

Ladies and Gentlemen:

Solo Brands, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Jefferies LLC (“Jefferies”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom BofA, J.P. Morgan and Jefferies are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Class A Common Stock. The aforesaid [•] shares of Class A Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the [•] shares of Class A Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The shares of Class A Common Stock to be outstanding after giving effect to the sales contemplated hereby and the Transactions (as defined herein), together with the shares of Class B common stock, par value $[•] per share, of the Company (the “Class B Common Stock”) are hereinafter referred to as the “Common Stock.”

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company and the Underwriters agree that up to 5% shares of the Initial Securities to be purchased by the Underwriters (the “Reserved Securities”) shall be reserved for sale by Merrill Lynch, Pierce, Fenner & Smith Incorporated (an affiliate of BofA, hereinafter referred to as “Merrill Lynch”) to certain persons designated by the Company (the “Invitees”), as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The Company solely determined, without any direct or indirect participation by the Underwriters or Merrill Lynch, the Invitees who will purchase Reserved Securities (including the amount to be purchased by such persons) sold by Merrill Lynch. To the extent that such Reserved Securities are not orally confirmed for purchase by Invitees by 11:59 P.M. (New York City time) on the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

In connection with the offering contemplated by this Agreement, the Company will become the sole managing member of Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), and will [directly] own a [•]% membership interest in Holdings, assuming no exercise of the option to purchase Option Securities described in Section 2(b) hereof.

Any reference in this Agreement to the “Transactions”, to the extent the context requires, shall have the meanings ascribed to the term “Transactions” in the Prospectus (as defined below). In connection with the offering contemplated by this Agreement and the Transactions, (a) Holdings has amended and restated the amended and restated limited liability company agreement of Holdings to, among other things, (i) provide for membership interests that will be a single class of common membership interests in Holdings (“LLC Interests”), (ii) recapitalize all of the existing membership interests in Holdings into LLC Interests, and (iii) appoint the Company as the sole managing member of Holdings (as so amended and restated, the “Holdings LLC Agreement”), (b) the Company has amended and restated its certificate of incorporation to, among other things, (i) provide for Class A Common Stock and Class B Common Stock and (ii) issue shares of Class B Common Stock to certain existing holders of membership interests of Holdings (as so amended and restated, the “Amended and Restated Charter”), (c) the Company will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with certain existing holders of membership interests of Holdings, and (d) the Company will enter into a stockholders agreement (the “Stockholders Agreement”) with [•].

This Agreement, the Holdings LLC Agreement, the Amended and Restated Charter, the Tax Receivable Agreement, and the Stockholders Agreement are collectively referred to herein as the “Transaction Documents.”

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-[•]), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such

registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).

As used in this Agreement:

“Applicable Time” means [•] [A/P].M., New York City time, on [•], 2021 or such other time as agreed by the Company and the Representatives.

“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time, and the information included on Schedule B-1 hereto, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule B-2 hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of or Rule 163B under the 1933 Act.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the 1933 Act.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company and Holdings. Each of the Company and Holdings, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

(i) Registration Statement and Prospectuses. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information.

Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package, any Issuer Limited Use Free Writing Prospectus, any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein. For purposes of this

Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

(iii) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The Company has made available a “bona fide electronic road show” in compliance with Rule 433(d)(8)(ii) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities.

(iv) Testing-the-Waters Materials. The Company has not (A) alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act or (B) authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule D hereto.

(v) Company Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(vi) Emerging Growth Company Status. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the 1933 Act (an “Emerging Growth Company”).

(vii) Independent Accountants. Each of Ernst & Young LLP and Moss Adams LLP, the accountants who audited the financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act, the 1933 Act Regulations and the Public Company Accounting Oversight Board (United States).

(viii) Financial Statements; Non-GAAP Financial Measures. The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the financial position of the applicable entity to which they relate and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the applicable entity to which they relate and its consolidated subsidiaries for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.

The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP, the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the Securities Exchange Act of 1934 (the “1934 Act”) and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

(ix) No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no Material Adverse Effect (as defined below), (B) there have been no transactions entered into by the Company, Holdings or any of their respective subsidiaries, other than those in the ordinary course of business, that are material with respect to the Company, Holdings and their respective subsidiaries considered as one enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company or Holdings on any class of its capital stock. As used herein, “Material Adverse Effect” means any material adverse change (i) in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Holdings and their respective subsidiaries considered as on enterprise, whether or not arising in the ordinary course of business or (ii) affecting the ability of the Company, Holdings or any of their respective subsidiaries to perform their respective obligations under the Transaction Documents.

(x) Good Standing of the Company and Holdings. Each of the Company and Holdings has been duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State of Delaware and has corporate or limited liability power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under the Transaction Documents; and each of the Company and Holdings is duly qualified as a foreign corporation or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect.

(xi) Good Standing of Subsidiaries. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company and each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of Holdings (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly organized and is validly existing in good standing under the laws of the State of Delaware or Texas, has limited liability company power and authority to own, lease

and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or Holdings, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding equity interests of any of the Subsidiaries were issued in violation of the preemptive or similar rights of any equity holder of such Subsidiaries. Neither the Company nor Holdings owns or controls, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

(xii) Capitalization. The Company and Holdings have an authorized, issued and outstanding capitalization as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of Capital Stock” and in the column entitled “Holdings, actual” under the caption “Capitalization” (in each case, except for subsequent issuances, if any, pursuant to this Agreement, to effect the Transactions as described in the Registration Statement, the General Disclosure Package and the Prospectus, or pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise of options referred to in the Registration Statement, the General Disclosure Package and the Prospectus). The outstanding shares of capital stock of the Company and the outstanding membership interests of Holdings have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company and none of the outstanding membership interests of Holdings were issued in violation of the preemptive or other similar rights of any securityholder of the Company or Holdings, as applicable.

(xiii) Each of the Transaction Documents conforms in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. The Transactions conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(xiv) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by each of the Company and Holdings. Each of the other Transaction Documents has been duly authorized and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute the valid and legally binding obligations of the Company and Holdings, as applicable, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or law).

(xv) Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and, the issuance of the Securities is not subject to the preemptive

or other similar rights of any securityholder of the Company. The Shares of Class B Common Stock to be issued by the Company pursuant to the Transactions have been duly authorized and, when issued and delivered as provided in the Transaction Documents, will be validly issued, fully paid and non-assessable and will conform to the description thereof in each of the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Class B Common Stock is not subject to preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. All of the membership interests of Holdings outstanding as of the Closing Time have been duly authorized and, after giving effect to the Transactions, will be validly issued, and to the extent owned by the Company, will be owned free and clear of any liens, encumbrances or claims. No holder of Securities will be subject to personal liability by reason of being such a holder.

(xvi) Registration Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company or Holdings under the 1933 Act pursuant to this Agreement, other than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or have been validly waived.

(xvii) Absence of Violations, Defaults and Conflicts. Neither the Company, Holdings nor any of their respective subsidiaries is (A) in violation of its charter, by-laws or similar organizational documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, Holdings or any of their respective subsidiaries is a party or by which any of them may be bound or to which any of the properties or assets of the Company, Holdings or any of their respective subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company, Holdings or any of their respective subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company and Holdings with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company, Holdings or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the organizational documents of the Company, Holdings or any of their respective subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Holdings or any of their respective subsidiaries.

(xviii) Absence of Labor Dispute. No labor dispute with the employees of the Company, Holdings or any of their respective subsidiaries exists or, to the knowledge of the Company or Holdings, is threatened, and the Company and Holdings are not aware of any existing or imminent labor disturbance by the employees of any of their or any of their respective subsidiaries’ principal manufacturers, which, in either case, would reasonably be expected to result in a Material Adverse Effect.

(xix) Absence of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company or Holdings, threatened against or affecting the Company, Holdings or any of their respective subsidiaries, which, individually or in the aggregate, if determined adversely to the Company, Holdings or any of their respective subsidiaries, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect their respective properties or assets, the consummation of the transactions contemplated in this Agreement or the other Transaction Documents or the performance by the Company, Holdings or any of their respective subsidiaries of their respective obligations hereunder or thereunder.

(xx) Accuracy of Exhibits. There are no contracts or documents that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that have not been so described and filed as required.

(xxi) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or Holdings of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA.

(xxii) Possession of Licenses and Permits. The Company, Holdings and their respective Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company, Holdings and their respective subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company, Holdings nor any of their respective Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

(xxiii) Title to Property and Leases. The Company, Holdings and their respective Subsidiaries do not own any real property. All of the leases and subleases of the Company, Holdings and their respective subsidiaries, considered as one enterprise, and under which the Company, Holdings or any of their respective Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the Company, Holdings or any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, Holdings or any of their respective subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company, Holdings or such subsidiary, as applicable, to the continued possession of the leased or subleased premises under any such lease or sublease, except, in each case, where such claim would not reasonably be expected to result in a Material Adverse Effect.

(xxiv) Possession of Intellectual Property. Except as would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) the Company, Holdings and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and (B) none of the Company, Holdings or their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, Holdings or their respective subsidiaries therein.

(xxv) Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) none of the Company, Holdings or their respective subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company, Holdings and their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company or Holdings, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company, Holdings or any of their respective subsidiaries and (D) to the knowledge of the Company and Holdings, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company, Holdings or any of their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxvi) Accounting Controls. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Company, Holdings and their respective subsidiaries maintains an effective system of internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Commission (the “1934 Act Regulations”) under the 1934 Act) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s or Holdings’ internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s or Holdings’ internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s or Holdings’ internal control over financial reporting.

(xxvii) Compliance with the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance, in all material respects, with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement, and is taking steps to ensure that it will be in compliance with other applicable provisions of the Sarbanes-Oxley Act that will become applicable to the Company after the effectiveness of the Registration Statement.

(xxviii) Payment of Taxes. All United States federal income tax returns of the Company, Holdings and their respective subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that are being contested in good faith by appropriate proceedings and as to which adequate reserves in accordance with GAAP have been provided. No assessment has been made against the Company, Holdings or any of their respective Subsidiaries with respect to their respective United States federal income tax returns that has not been settled. The Company, Holdings and their respective subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company, Holdings and their respective subsidiaries, except for such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves in accordance with GAAP have been established by the Company, Holdings or their respective subsidiaries, as applicable. The charges, accruals and reserves on the books of the Company, Holdings and their respective subsidiaries in respect of any income and corporation tax liability for any taxable years not yet closed by the applicable statute of limitations are adequate to meet any assessments or re-assessments for additional income tax for any taxable years not yet closed by the applicable statute of limitations, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.

(xxix) Insurance. The Company, Holdings and their respective subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect except where the failure to carry such insurance or have such insurance be in full force and effect would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor Holdings has any reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Effect. None of the Company, Holdings, or their respective subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(xxx) Investment Company Act. Each of the Company, Holdings and their respective subsidiaries are not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

(xxxi) Absence of Manipulation. None of the Company, Holdings nor, to the knowledge of the Company or Holdings, any of their respective affiliates, has taken, nor will the Company or Holdings take or cause any affiliate to take, directly or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or result in a violation of Regulation M under the 1934 Act.

(xxxii) Foreign Corrupt Practices Act. None of the Company, Holdings, any of their respective subsidiaries, directors or officers, or, to the knowledge of the Company or Holdings, any affiliates or employees of the Company, Holdings or their respective subsidiaries or any agent or other person acting on behalf of the Company, Holdings or their respective subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, Holdings their respective subsidiaries and, to the knowledge of the Company and Holdings, the Company’s and Holdings’ affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representation and warranty contained herein.

(xxxiii) Money Laundering Laws. The operations of the Company, Holdings and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company, Holdings or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or Holdings, threatened.

(xxxiv) OFAC. (A) None of the Company, Holdings, their respective subsidiaries, directors or officers, or, to the knowledge of the Company or Holdings, any affiliates or employees of the Company, Holdings or their respective subsidiaries or any agent or representative of the Company, Holdings or their respective subsidiaries is an individual or entity (“Person”), currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, Holdings or any of their respective subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria); and the Company and Holdings will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; and (B) for the past five years, the Company, Holdings and their respective subsidiaries have not knowingly engaged in, and are not, as of the date of this Agreement, knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(xxxv) Sales of Reserved Securities. In connection with any offer and sale of Reserved Securities outside the United States, each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it was filed, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the same is distributed. The Company has not offered, or caused the Representatives or Merrill Lynch to offer, Reserved Securities to any person with the specific intent to unlawfully influence (a) a customer or supplier of the Company, Holdings or any of their respective affiliates to alter the customer’s or supplier’s level or type of business with any such entity or (b) a trade journalist or publication to write or publish favorable information about the Company, Holdings or any of their respective affiliates, or their respective businesses or products.

(xxxvi) Lending Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xxxvii) Statistical and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that the Company and Holdings believe, after reasonable inquiry, to be reliable and accurate and, to the extent required, the Company and Holdings have obtained the written consent to the use of such data from such sources.

(xxxviii) No Rated Securities. The Company, Holdings and their respective subsidiaries do not have any debt securities or preferred shares that are rated by any “nationally recognized statistical rating agency” (as that term is defined in Section 3(a)(62) of the 1934 Act).

(xxxix) ERISA Compliance. (A) The minimum funding standard under Sections 412 and 430 of the Internal Revenue Code of 1986, as amended (the “Code”) and Sections 302 and 303 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) that has been established or maintained by the Company, Holdings, their respective subsidiaries and their ERISA Affiliates (as defined below); (B) each of the Company, Holdings and their respective subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; (C) each pension plan and welfare plan established or maintained by the Company, Holdings and their respective subsidiaries is in compliance with the currently applicable provisions of ERISA; (D) the fair market value of the assets under each pension plan established or maintained by the Company, Holdings and their respective subsidiaries exceeds the present value of all benefits accrued under such pension plan (determined based on those assumptions used to fund such pension plan); (E) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any pension plan established or maintained by the Company, Holdings and the respective subsidiaries excluding transactions effected pursuant to a statutory or administrative exemption; and (F) none of the Company, Holdings and their respective subsidiaries has incurred or, except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, would reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA (other than contributions to pension plans or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default); except, in each case with respect to clauses (A) through (F) hereof, as would not reasonably be expected to result in a Material Adverse Effect. “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, could be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or within the meaning of Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder.

(xl) Cybersecurity. (A)(x) There has been no security breach, incident, unauthorized access or disclosure, or other attack or compromise of or relating to any of the Company’s, Holding’s or any of their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (“IT Systems and Data”) and (y) the Company, Holdings and their respective subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach, incident, unauthorized access or disclosure, or other attack or compromise of or relating to their IT Systems and Data, (B) the Company, Holdings and their respective subsidiaries (x) have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, and (y) have complied, and are presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, and (C) the Company, Holdings and their respective subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices, or as required by applicable regulatory standards, except, with respect to clause (A) hereof, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b) Officers’ Certificates. Any certificate signed by any officer of the Company, Holdings or any of their respective subsidiaries delivered to the Representatives or to counsel for the Underwriters pursuant to this Agreement shall be deemed a representation and warranty by the Company, Holdings, or any such subsidiaries, as applicable, to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A hereto, that number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(b) Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Class A Common Stock, at the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time within the 30-day period from time to time upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Ropes & Gray LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the second (third, if the Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of,

receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of BofA, J.P. Morgan and Jefferies, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct.

SECTION 3. Covenants of the Company and Holdings. Each of the Company and Holdings, jointly and severally, covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A, and will notify the Representatives promptly, and confirm the notice in writing (which may be by electronic mail), (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission on the Registration Statement or the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will use commercially reasonable efforts to prevent the issuance of any stop order or suspension of the Registration Statement and, if any such order is issued, use commercially reasonable efforts to promptly obtain the lifting thereof.

(b) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of

any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(c) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge and upon request, copies of the signed Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Blue Sky Qualifications. If required by applicable law, the Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(f) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(h) Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Common Stock (including the Securities) on the New York Stock Exchange.

(i) Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company and Holdings will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or LLC Interests or any securities convertible into or exercisable or

exchangeable for Common Stock or LLC Interests or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock or LLC Interests, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, LLC Interests or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) the issuance of Common Stock or other securities to effect the Transactions, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the filing of a registration statement on Form S-8 or other appropriate forms, and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (G) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that, in the case of this clause (G), (1) the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as-converted or as-exercised basis, as the case may be) issued pursuant to this clause (G) does not exceed 10% of the aggregate number of shares of Common Stock outstanding immediately following the issuance and sale of the Initial Securities at the Closing Time pursuant hereto, and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto for the period from the date of such agreement until the end of the 180-day restricted period provided for in this section 3(i).

(j) Lock-Up Waivers. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 6(j) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

(k) Reporting Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the 1933 Act.

(l) Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and any “road show for an offering that is a written

communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(m) Compliance with FINRA Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required by FINRA or the FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. Merrill Lynch will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters or Merrill Lynch, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters and Merrill Lynch for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

(n) Testing-the-Waters Materials. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(o) Emerging Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the 1933 Act and (ii) completion of the 180-day restricted period referred to in Section 3(i).

(p) FinCEN Certificate. On or before the date of this Agreement, the Representatives shall have received a properly completed and executed certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”), together with copies of identifying documentation, from the Company, in form and substance reasonably satisfactory to the Representatives, and the Company undertakes to provide such additional supporting documentation as the Representatives have requested or may reasonably request in connection with the verification of the foregoing certificate.

SECTION 4. Payment of Expenses.

(a) Expenses. The Company and Holdings will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each

preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements, as the case may be, for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s and Holdings’ counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company and Holdings relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and Holdings and any such consultants, and 50% of the the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities (provided that the aggregate amount of fees and disbursements of counsel to the Underwriters pursuant to clauses (v) and (viii) of this Section 4(a) shall not to exceed $35,000), and (ix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange, (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with reforming any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii) and (xi) all costs and expenses of the Underwriters and Merrill Lynch, including the fees and disbursements of counsel for the Underwriters and counsel for Merrill Lynch, in connection with matters related to the Reserved Securities which are designated by the Company for sale to Invitees. It is understood, however, that except as provided in this Section 4, Section 7 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including, without limitation, fees and disbursements of their counsel and travel and lodging expenses of their representatives and employees, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 6 or Section 10(a)(i) or (iii) hereof, the Company and Holdings shall reimburse the Underwriters for all of their reasonable, documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. [Reserved].

SECTION 6. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and Holdings contained herein or in certificates of any officer of the Company, Holdings or any of their respective subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company and Holdings of their respective covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes

have been instituted or are pending or, to the Company’s or Holdings’ knowledge, contemplated by the Commission; and the Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

(b) Opinion of Counsel for Company and Holdings. At the Closing Time, the Representatives shall have received the opinion and negative assurance statement, dated the Closing Time, of Latham & Watkins LLP, counsel for the Company and Holdings, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

(c) Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion and negative assurance statement, each dated the Closing Time, of Ropes & Gray LLP, counsel for the Underwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

(d) Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect, and the Representatives shall have received a certificate of the Chief Executive Officer of each of the Company and Holdings and the Chief Financial Officer of each of the Company and Holdings, dated the Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties of the Company and Holdings in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Company and Holdings has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commission.

(e) CFO Certificate. On the date of this Agreement and at the Closing Time, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of the Chief Financial Officer of the Company and Holdings with respect to certain financial data contained in the General Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

(f) Accountants’ Comfort Letters. At the time of the execution of this Agreement, the Representatives shall have received from each of Ernst & Young LLP and Moss Adams LLP, a letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(g) Bring-down Comfort Letters. At the Closing Time, the Representatives shall have received from each of Ernst & Young LLP and Moss Adams LLP, a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letters furnished pursuant to Section 6(f) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(h) Approval of Listing. At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

(i) No Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

(j) Lock-up Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule C hereto.

(k) Transactions. The Transactions shall have been, or prior to the consummation of the issuance of sale of Securities contemplated by this Agreement, will be, consummated in all material respects as described in the Registration Statement, the General Disclosure Package and the Prospectus and have not been modified in any material respect or rescinded.

(l) Transaction Documents. As of the Closing Time:

(i) the Transaction Documents shall have been executed and delivered; and

(ii) the Amended and Restated Charter shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect.

(m) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and Holdings contained herein and the statements in any certificates furnished by the Company, Holdings and any of their respective subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(i) Officers’ Certificate. A certificate, dated such Date of Delivery, of the Chief Executive Officer and the Chief Financial Officer of each of the Company and Holdings confirming that the certificate delivered at the Closing Time pursuant to Section 6(d) hereof remains true and correct as of such Date of Delivery.

(ii) CFO Certificate. A certificate, dated such Date of Delivery, addressed to the Underwriters, of the Chief Financial Officer of the Company and Holdings confirming that the certificate delivered at the Closing Time pursuant to Section 6(e) hereof remains true and correct as of such Date of Delivery.

(iii) Opinion of Counsel for Company and Holdings. If requested by the Representatives, the opinion of Latham & Watkins LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 6(c) hereof.

(iv) Opinion of Counsel for Underwriters. If requested by the Representatives, the favorable opinion of Ropes & Gray LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 6(b) hereof.

(v) Bring-down Comfort Letters. If requested by the Representatives, a letter from each of Ernst & Young LLP and Moss Adams LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letters furnished to the Representatives pursuant to Section 6(f) hereof, except that the “specified date” in the letters furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

(n) Additional Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and Holdings in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(o) Termination of Agreement. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, unless due to a result of a breach of this Agreement by any of the Underwriters, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 7, 8, 9, 16, 17, 18 and 19 shall survive any such termination and remain in full force and effect.

SECTION 7. Indemnification.

(a) Indemnification of Underwriters. The Company and Holdings, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and reasonable and documented expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or in any Marketing Materials, of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and reasonable and documented expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company ;

(iii) against any and all reasonable and documented out-of-pocket expenses, as incurred, including the reasonable and documented fees and disbursements of counsel chosen by the Representatives (provided however, that the Company shall not be liable for the expenses of more than one separate counsel in the aggregate for all Underwriters, in addition to any local counsel), in the case of the Underwriters incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), in reliance upon and in conformity with the Underwriter Information.

(b) Indemnification of Company, Holdings, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, Holdings, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and reasonable and documented expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), in reliance upon and in conformity with the Underwriter Information.

(c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Representatives, and in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency

or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) or settlement of any claim in connection with any violation referred to in Section 7(e) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e) Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and Holdings, jointly and severally, agree to indemnify and hold harmless the Underwriters, their Affiliates (including Merrill Lynch) and selling agents and each person, if any, who controls any Underwriter or Merrill Lynch within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any other material prepared by or with the consent of the Company or Holdings for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the date of this Agreement or (iv) related to, arising out of or in connection with, the offering of the Reserved Securities.

SECTION 8. Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Holdings, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Holdings, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions, or in connection with any violation of the nature referred to in Section 7(e) hereof, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and Holdings, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the Company and Holdings, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or Holdings or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or any violation of the nature referred to in Section 7(e) hereof.

The Company, Holdings and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

SECTION 9. Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company, Holdings or their respective subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or any person controlling Holdings and (ii) delivery of and payment for the Securities.

SECTION 10. Termination of Agreement.

(a) Termination. The Representatives may terminate this Agreement, by notice to the Company and Holdings, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any

material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Holdings and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or (iv) if trading generally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8, 9, 16, 17, 18 and 19 shall survive such termination and remain in full force and effect.

SECTION 11. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default that does not result in a termination of this Agreement or, in the case of a Date of Delivery that is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven business days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11.

SECTION 12. Default by the Company. If the Company shall fail at the Closing Time or a Date of Delivery, as the case may be, to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 7, 8, 9, 16, 17, 18 and 19 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

SECTION 13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed (including by electronic mail) or transmitted by any standard form of telecommunication.

Notices to the Underwriters shall be directed to:

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Attention: Syndicate Department

Email: dg.ecm_execution_services@bofa.com

Copy to: ECM Legal

Email: dg.ecm_legal@bofa.com

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attention: Equity Syndicate Desk

Facsimile: +1 (212) 622-8358

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attention: General Counsel

Notices to the Company or Holdings shall be directed to:

Solo Brands, Inc.

1070 S. Kimball Ave. Suite 121

Southlake, TX 76092

Attention: Kent Christensen

Copy to Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Ian Schuman, Adam Gelardi

Facsimile: +1 (212) 751-4864

Email:

SECTION 14. No Advisory or Fiduciary Relationship. Each of the Company and Holdings acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and Holdings, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Holdings, any of their respective subsidiaries, or their respective stockholders, members, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Holdings with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Holdings or any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or Holdings with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and Holdings, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and each of the Company and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION 15. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 15, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 16. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and Holdings and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and Holdings and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended

to be for the sole and exclusive benefit of the Underwriters, the Company and Holdings and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 17. Trial by Jury. Each of the Company and Holdings (on their behalf and, to the extent permitted by applicable law, on behalf of their respective stockholders, members and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 18. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

SECTION 19. Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 20. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 21. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.

SECTION 22. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and Holdings a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and Holdings in accordance with its terms.


Very truly yours,

SOLO BRANDS, INC.

By
		Name:
		Title:

SOLO STOVE HOLDINGS, LLC

By
		Name:
		Title:

Signature Page to Solo Brands, Inc. Underwriting Agreement


CONFIRMED AND ACCEPTED,
as of the date first above written:

BOFA SECURITIES, INC.

By
		Authorized Signatory

Signature Page to Solo Brands, Inc. Underwriting Agreement


J.P. MORGAN SECURITIES LLC

By
		Authorized Signatory

Signature Page to Solo Brands, Inc. Underwriting Agreement


JEFFERIES LLC

By
		Authorized Signatory

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

Signature Page to Solo Brands, Inc. Underwriting Agreement

SCHEDULE A

The initial public offering price per share for the Securities shall be $[•].

The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.


Name of Underwriter		Number of Initial Securities
BofA Securities, Inc.		[•]
J.P. Morgan Securities LLC		[•]
Jefferies LLC		[•]
[•]		[•]

Total		[•]

Sch A

SCHEDULE B-1

Pricing Terms

1. The Company is selling [•] shares of Class A Common Stock in the aggregate.

2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Class A Common Stock.

3. The initial public offering price per share for the Securities shall be $[•].

Sch B - 1

SCHEDULE B-2

Free Writing Prospectuses

[None].

Sch B - 2

SCHEDULE C

List of Persons and Entities Subject to Lock-up

[•]²

²	NTD: To include all directors and Section 16 officers of the Company and holders of equity interests in the Company and Holdings.

Sch C - 1

SCHEDULE D

Written Testing-the-Waters Communications

[•].

Sch D - 1

Exhibit A

Form of lock-up from directors, officers or other stockholders pursuant to Section 6(j)

, 2021

BofA Securities, Inc.

J.P. Morgan Securities LLC

Jefferies LLC

as Representatives of the several Underwriters

c/o	BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o	J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o	Jefferies LLC

520 Madison Avenue

New York, New York 10022

Re:

Proposed Public Offering by Solo Brands, Inc.

Ladies and Gentlemen:

The undersigned is, will become or has a right to become an equity holder, an officer or a director of Solo Brands, Inc., a Delaware corporation (the “Company”) and/or Solo Stove Holdings, LLC (“Holdings”), and understands that BofA Securities, Inc., J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Holdings providing for the initial public offering (the “Public Offering”) of shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock” and, together with the Company’s Class B Common Stock, par value $[•] per share (the “Class B Common Stock”), the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a an equity holder, an officer or a director of the Company and/or Holdings, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, and will not cause any of its direct or indirect affiliates to, without the prior written consent of the Representatives , (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of the Common Stock, membership interests of Holdings or any securities convertible into or exercisable or exchangeable for the Common Stock or membership interests of Holdings, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has

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or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock, membership interests of Holdings or other securities, in cash or otherwise, or (iii) publicly disclose the intention to take any action described in the foregoing clause (i) or (ii). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives as provided below, provided that (1) in the case of a transfer or distribution pursuant to clauses (iii) through (x), such transfer or distribution shall not involve a disposition for value, (2) in the case of a transfer or distribution pursuant to clauses (iii) or (iv) or clauses (vi) through (x), the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (3) in the case of a transfer or distribution pursuant to clauses (ii) or (iii) or clauses (vii) through (x) (in the case of clause (x), with respect to a transfer or distribution to a nominee or custodian of a person or entity to whom a transfer or distribution would be permissible under clause (iii), (vii), (viii) or (ix)), such transfer or distribution is not required to be reported with the Securities and Exchange Commission on Form 4 (a “Form 4”) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period, and (4) in the case of a transfer or distribution pursuant to clause (i), clauses (iv) through (vi), or clause (x) (in the case of clause (x), with respect to a transfer or distribution to a nominee or custodian of a person or entity to whom a transfer or distribution would be permissible under clause (vi)), any filing under the Exchange Act required to be made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described below, as applicable, and the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfer or distribution during the Lock-Up Period:

(i)

if such Common Stock is acquired in one or more open market transactions after the effective date of the Public Offering;

(ii)

if such Common Stock is purchased from the underwriters in the Public Offering, unless the undersigned is an officer or director of the Company, whether or not issuer-directed;

(iii)

as a bona fide gift or gifts;

(iv)

by will or intestacy;

(v)

pursuant to domestic relations or court orders, including a negotiated divorce settlement;

(vi)

to any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin);

(vii)

to any immediate family member or dependent of the undersigned;

(viii)

as a distribution by a trust to its beneficiaries;

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(ix)

as a distribution to partners, members, managers, limited partners, subsidiaries, affiliates or stockholders or other equity holders of the undersigned, to the undersigned’s affiliates or to any investment fund or other entity that directly or indirectly controls or manages, is under common control with, or is controlled or managed by, the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds controlled or managed by such partnership); or

(x)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (iii), (vi), (vii), (viii) and (ix) above;

(xi)

pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to or with all holders of Common Stock, involving a Change in Control (as defined below) of the Company, provided that (a) in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities held by the undersigned shall remain subject to this lock-up agreement and (b) any Lock-Up Securities not transferred in connection with such transaction shall remain subject to this lock-up agreement;

(xii)

the exchange of any membership interests of Holdings (or securities convertible or exchangeable for units of Holdings) and a corresponding number of shares of Class B Common Stock into or for shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock pursuant to the Holdings LLC Agreement, as defined and described in the Prospectus), provided that (a) such shares of Class A Common Stock and other securities remain subject to the restrictions set forth in this lock-up agreement and (b) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the exchange, such announcement or filing shall clearly indicate that the filing relates to the circumstances described in this clause (xii) and no transfer of the shares of Class A Common Stock or other securities received upon exchange may be made during the Lock-Up Period;

(xiii)

the transfer, conversion, reclassification, redemption or exchange of any securities pursuant to the reorganization transactions described in the Prospectus, provided that any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock received in the reorganization transactions remain subject to the restrictions set forth in this lock-up agreement and provided further that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the transfer, conversion, reclassification, redemption or exchange, as applicable, such announcement or filing shall clearly indicate that the filing relates to the circumstances described in this clause (xiii) and no transfer of the shares of Class A Common Stock or other securities received upon exchange may be made during the Lock-Up Period;

(xiv)

to the Company in connection with the “cashless” or “net” exercise of options, warrants or other rights to purchase Common Stock for the purpose of exercising such options, warrants or other rights, or to cover tax withholding obligations of the undersigned in connection with such exercise, the vesting of restricted shares of Common Stock or restricted stock units, or the settling of restricted shares of Common Stock or restricted stock units, provided that (i) any remaining Common Stock received upon such exercise or such vesting or settlement will be subject to the restrictions set forth in this lock-up

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agreement, (ii) with respect to the “cashless” or “net” exercise of options, no filing under Section 16 of the Exchange Act is made during the first 90 days of the Lock-Up Period, and (iii) (1) after the first 90 days of the Lock-Up Period with respect to the “cashless” or “net” exercise of options and at any time during the Lock-Up Period with respect to any other awards described in this (xi), any filing under Section 16 shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and (B) no Lock-Up Securities were sold by the undersigned, other than such transfers to the Company as described above and (2) the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfers during the Lock-Up Period; or

(xv)

pursuant to the Underwriting Agreement.

Furthermore, the undersigned may establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the sale of any Lock-Up Securities, provided that (1) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period, (2) no public report or filing with the Securities and Exchange Commission or otherwise is required to be made in connection with the establishment of such plan and (3) no such public report or filing is voluntarily made by or on behalf of the undersigned during the Lock-Up Period.

For purposes of this lock-up agreement, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold, directly or indirectly, more than 50% of outstanding voting securities of the Company (or surviving entity).

If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company will agree or has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In the event that a Representative withdraws or is terminated from, or declines to participate in, the Public Offering, all references in this lock-up agreement to the Representatives shall refer to the lead left book runner in the Public Offering (“Replacement Entity”), and in such event, any written consent, waiver or notice given or delivered in connection with this lock-up agreement by or to such Replacement Entity shall be deemed to be sufficient and effective for all purposes under this lock-up agreement.

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In the event that any Summit Investor (as defined in that certain registration rights agreement, dated as of October 9, 2020, among Holdings and the stockholders party thereto (the “Registration Rights Agreement”)) is granted an early release from the restrictions described herein during the Lock-up Period, then the same percentage of Lock-Up Securities held by each Other Investor (as defined in the Registration Rights Agreement), director and officer of the Company shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein (the “Pro-Rata Release”). The Pro-rata Release shall not be applied in the case of a release effective solely to permit a transfer not involving a disposition for value and the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from the transferee. Notwithstanding the foregoing, no early release of a Summit Investor shall result in a Pro-Rata Release if such early release, in full or in part, is in connection with any underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Common Stock, during the Lock-Up Period (a “Follow-On Offering”); provided that to the extent a director or officer of the Company or Other Investor has a contractual right to demand or require the registration of the undersigned’s Common Stock or otherwise “piggyback” on a registration statement filed by the Company for the offer and sale of its Common Stock, (i) such director or officer or Other Investor shall be offered the opportunity to participate in such Follow-On Offering in accordance with such contractual rights or (ii) such contractual rights are waived by such director or officer or Other Investor pursuant to the terms thereof.

If (i) the Underwriting Agreement does not become effective by March 31, 2022, (ii) after becoming effective, the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Class A Common Stock to be sold thereunder, or (iii) the Company notifies the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the Public Offering, then as of such relevant date, this lock-up agreement shall terminate and the undersigned shall be released from all obligations under this lock-up agreement.

The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Public Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the underwriters may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the underwriters are not making a recommendation to you to enter into this Letter Agreement, participate in the Public Offering, or sell any shares of Class A Common Stock at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that any underwriter is making such a recommendation.

The undersigned understands that the Company and the underwriters are relying upon the lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

Very truly yours,

Signature:

Print Name:

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Exhibit B

FORM OF PRESS RELEASE

TO BE ISSUED PURSUANT TO SECTION 3(j)

SOLO BRANDS, INC.

[Date]

SOLO BRANDS, INC. (the “Company”) announced today that BofA Securities, J.P. Morgan and Jefferies, the lead book-running managers in the Company’s recent public sale of shares of Class A common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

B-1

Exhibit 3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SOLO BRANDS, INC.

Solo Brands, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 23, 2021 (the “Original Certificate”).

2. The Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Incorporation”), which restates, integrates and further amends the Original Certificate, as heretofore amended and which was duly adopted by all necessary action of the board of directors of the Corporation and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware.

3. The text of the Original Certificate is hereby amended and restated in its entirety hereby to read in full as follows:

ARTICLE I.

The name of the corporation is Solo Brands, Inc. (the “Corporation”).

ARTICLE II.

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, New Castle County, Wilmington, Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III.

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), including, without limitation, (i) investing in securities of Solo Stove Holdings, LLC, a Delaware limited liability company, or any successor entities thereto (“Solo Stove LLC”) and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including managing, holding, selling and disposing of such assets and (iii) engaging in any other activities incidental or ancillary thereto.

ARTICLE IV.

Section 4.1 Authorized Stock.

(a) The total number of shares of all classes of stock that the Corporation is authorized to issue is [ 🌑 ] ([ 🌑 ]), consisting of three classes as follows:

(i) [ 🌑 ] ([ 🌑 ]) shares of Class A common stock, with a par value of $[0.001] per share (the “Class A Common Stock”);

(ii) [ 🌑 ] ([ 🌑 ]) shares of Class B common stock, with a par value of $[0.001] per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”); and

(iii) [ 🌑 ] ([ 🌑 ]) shares of preferred stock, with a par value of $[0.001] per share (the “Preferred Stock”).

(b) Recapitalization. Effective upon the filing and effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), all shares of common stock, par value $[0.001] per share, of the Corporation issued and outstanding (or held in treasury) immediately prior to the Effective Time (the “Existing Common Stock”) shall be reclassified as and become one (1) fully paid and non-assessable share of Class A Common Stock (the “Recapitalization”). The Recapitalization shall occur automatically without any further action by the Corporation or the holders of Existing Common Stock. The outstanding stock certificate that, immediately prior to the Effective Time, represented the outstanding Existing Common Stock shall, from and after the Effective Time, be deemed to represent one (1) share of Class A Common Stock, without the need for surrender or exchange thereof.

Section 4.2 Preferred Stock. The board of directors of the Corporation (the “Board of Directors”) is authorized, to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption price or prices, restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect of any distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof, or any of them and to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series so created (except where otherwise provided in the Preferred Stock Designation), subsequent to the issue of that series. In case the authorized number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. There shall be no limitation or restriction on any

variation between any of the different series of Preferred Stock as to the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by a duly authorized committee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

Section 4.3 Number of Authorized Shares. The number of authorized shares of any of the Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon, without a separate vote of any holders of shares of Class A Common Stock, Class B Common Stock or Preferred Stock, or of any series thereof, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a separate vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

Section 4.4 Class A Common Stock and Class B Common Stock. The powers, preferences and rights of the Class A Common Stock and the Class B Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

(a) Voting Rights. Except as otherwise required by law,

(i) Each share of Class A Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise.

(ii) Each share of Class B Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise.

(iii) Except as otherwise required by applicable law or this Certificate of Incorporation, the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Class A Common Stock and Class B Common Stock, as a single class with such holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.

(b) Dividends.

(i) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall determine. Other than in connection with a dividend declared by the Board of Directors in connection with a “poison pill” or similar stockholder rights plan, or to the extent required by clause (ii) below, dividends shall not be declared or paid on the Class B Common Stock and the holders of shares of Class B Common Stock shall have no right to receive dividends in respect of such shares of Class B Common Stock.

(ii) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless a corresponding Stock Adjustment for all other classes of Common Stock at the time outstanding is made in the same proportion and the same manner (unless the holders of shares representing a majority of the voting power of any such other class of Common Stock (voting separately as a single class) waive such requirement in advance and in writing, in which event no such Stock Adjustment need be made for such other class of Common Stock). Notwithstanding the foregoing, the Corporation shall be entitled to declare a stock dividend on the Class A Common Stock or Class B Common Stock without any corresponding Stock Adjustment to the other classes of Common Stock (if any) so long as, after the payment of such stock dividend on the Class A Common Stock and Class B Common Stock, the number of shares of Class A Common Stock and Class B Common Stock outstanding (excluding any shares issuable upon the exercise of any options, warrants, restricted stock units, exchange rights, conversion rights or similar rights for Class A Common Stock or Class B Common Stock, and excluding any shares issuable upon the exchange or redemption of Common Units pursuant to the applicable provisions of the LLC Agreement) is equal to the number of Common Units outstanding.

(c) Liquidation Rights. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to payments in liquidation shall be entitled, the remaining assets and funds of the Corporation available for distribution shall be divided among the holders of all outstanding shares of Class A Common Stock and Class B Common Stock, such that (i) the holders of shares of Class B Common Stock shall be entitled to receive only $[0.001] per share, and upon receiving such amount, the holders of shares of Class B Common Stock, as such, shall not be entitled to receive any other assets or funds of the Corporation and (ii) the holders of shares of Class A Common Stock shall share ratably in any such remaining assets and funds in proportion to the number of shares held by each such stockholder. A consolidation, reorganization or merger of the Corporation with any other Person or Persons (as defined below), or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 4.4(c).

(d) Class B Common Stock.

(i) From and after the effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), shares of Class B Common Stock may be issued only to, and registered only in the name of, the Existing Owners (as defined below), their respective successors and assigns as well as their Permitted Transferees (as defined below) in accordance with Section 4.5 (including all subsequent successors, assigns and Permitted Transferees) (the Existing Owners together with such Persons, collectively, the

“Permitted Class B Owners”) and the aggregate number of shares of Class B Common Stock at any time registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units held of record at such time by such Permitted Class B Owner under the LLC Agreement (as defined below). As used in this Certificate of Incorporation, (A) “Existing Owner” means each of the holders of Common Units (other than the Corporation) of Solo Stove LLC, as set forth on Schedule 1 of the LLC Agreement (as defined below) (as such Schedule 1 may be amended from time to time in accordance with the LLC Agreement) (B) “Common Unit” means a limited liability company interest in Solo Stove LLC, authorized and issued under the Amended and Restated Limited Liability Company Agreement of Solo Stove LLC, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “LLC Agreement”), and constituting a “Common Unit” as defined in such LLC Agreement and (C) “Permitted Transferee” has the meaning given to it in the LLC Agreement.

(ii) The Corporation shall, to the fullest extent permitted by law, undertake all necessary and appropriate action to ensure that the number of shares of Class B Common Stock issued by the Corporation at any time to, or otherwise held of record by, any Permitted Class B Owner shall be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner in accordance with the terms of the LLC Agreement.

(iii) In the event that there is a Change of Control (as defined below) of the Corporation that was approved by the Board of Directors prior to such Change of Control, without limiting the rights of the holders of Class B Common Stock to have their Common Units redeemed or exchanged in accordance with Article XI of the LLC Agreement, then the holders of shares of Class B Common Stock shall not be entitled to receive more than $[0.001] per share of Class B Common Stock, whether in the form of consideration for such shares or in the form of a distribution of the proceeds of a sale of all or substantially all of the assets of the Corporation with respect to such shares.

Section 4.5 Transfer of Class B Common Stock.

(a) A holder of Class B Common Stock may surrender and transfer shares of Class B Common Stock to the Corporation for cancellation for no consideration at any time. Following the surrender and transfer, or other acquisition, of any shares of Class B Common Stock to or by the Corporation, the Corporation will take all actions necessary to cancel and retire such shares and such shares shall not be re-issued by the Corporation.

(b) Except as set forth in Section 4.5(a), a holder of Class B Common Stock may transfer or assign shares of Class B Common Stock (or any legal or beneficial interest in such shares) (directly or indirectly, including by operation of law) only to a Permitted Transferee of such holder, and only if such holder also simultaneously transfers an equal number of such holder’s Common Units to such Permitted Transferee in compliance with the LLC Agreement. The transfer restrictions described in this Section 4.5(b) are referred to as the “Restrictions”.

(c) Any purported transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void ab initio. If, notwithstanding the Restrictions, a Person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in, to or with respect to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “Transfer Agent”) or the Secretary of the Corporation and each holder of such Restricted Share shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, the Purported Owner or any other party, not be entitled to any voting rights with respect to those shares.

(d) Upon a determination by the Board of Directors that a Person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of the Restrictions, the Corporation may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent or the Secretary of the Corporation, as applicable, to not record the Purported Owner as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(e) The Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.5 for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.5. Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by and, upon written request shall be mailed to, holders of shares of Class B Common Stock.

(f) As used in this Section 4.5, the term “Transfer”, as it relates to the shares of Class B Common Stock, shall not be deemed to include any bona fide pledge or collateralization by a holder thereof to a financial institution of international standing in connection with any bona fide loan or debt transaction if such holder is, in connection therewith, making a Permitted Pledge (as defined in the LLC Agreement) of Common Units corresponding to such shares pursuant to Section 10.02(iv) of the LLC Agreement; provided, that in the event that the lender to whom the applicable shares of Class B Common Stock have been pledged forecloses on such shares, such shares (together with any Corresponding Rights (as defined in the LLC Agreement)) shall be automatically canceled and retired as contemplated by Section 10.02 of the LLC Agreement such that, for the avoidance of doubt, the applicable lender shall never take ownership of such shares of Class B Common Stock.

Section 4.6 Certificates. All certificates or book entries representing shares of Class B Common Stock shall bear a legend substantially in the following form (or in such other form as the Board of Directors may determine):

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE CORPORATION AS IT MAY BE AMENDED AND RESTATED (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

Section 4.7 Fractions. Shares of Class A Common Stock and Class B Common Stock may be issued and transferred in fractions of a share which shall entitle the holder to exercise fractional voting rights and to have the benefit of all other rights of holders of Class A Common Stock and Class B Common Stock, as applicable. Subject to the Restrictions, holders of shares of Class A Common Stock and Class B Common Stock shall be entitled to transfer fractions thereof and the Corporation shall, and shall cause the Transfer Agent to, facilitate any such transfers, including by issuing certificates or making book entries representing any such fractional shares. For all purposes of this Certificate of Incorporation, all references to Class A Common Stock and Class B Common Stock or any share thereof (whether in the singular or plural) shall be deemed to include references to any fraction of a share of such Class A Common Stock or Class B Common Stock.

Section 4.8 Amendment. Except as otherwise required by law, holders of Class A Common Stock and Class B Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.

ARTICLE V.

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares or other securities at least as many shares (including shares of Class A Common Stock) or other securities equal to the number of Common Units held by the holders of Common Units (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation).

ARTICLE VI.

The Board of Directors, by action of a majority of the Whole Board of Directors (as defined below), is expressly authorized to adopt, amend and repeal the bylaws of the Corporation (the “Bylaws”). The stockholders may also adopt, amend and repeal the Bylaws only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws.

ARTICLE VII.

Section 7.1 Ballot. Elections of directors (each such director, in such capacity, a “Director”) need not be by written ballot unless the Bylaws shall so provide.

Section 7.2 Number and Terms of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances and the terms of that certain stockholders agreement, dated as of [ 🌑 ], 2021, by and among the Corporation and the other Persons party thereto (as it may be amended, restated, amended and restated or otherwise modified from time to time in accordance with its terms, the “Stockholders Agreement”), the number of Directors shall be fixed from time to time exclusively by a majority of the Whole Board of Directors; provided, that for as long as the Stockholders Agreement is in effect, the number of Directors shall never be less than the aggregate number of Directors that the parties to the Stockholders Agreement are entitled to designate from time to time pursuant to Section 1 thereof. For purposes of this Certificate of Incorporation, the term “Whole Board of Directors” shall mean the total number of authorized directors (from time to time) whether or not there exist any vacancies.

Section 7.3 Newly Created Directorships and Vacancies. Except as otherwise required by law, the separate rights of the holders of any series of Preferred Stock then outstanding or the Stockholders Agreement, unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, disqualification, removal from office or other cause shall be filled only by a majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director entitled to vote thereon, and not by the stockholders. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen and until his or her successor shall be elected and qualified.

Section 7.4 Removal for Cause. Subject to the rights of the holders of any series of Preferred Stock then outstanding, for as long as this Certificate of Incorporation provides for a classified Board of Directors, any Director, or the entire Board of Directors, may be removed only for cause and only by an affirmative vote of the holders at least sixty-six and two-thirds percent (662/3%) of the voting power of all the outstanding shares of stock entitled to vote generally in the election of directors, at a meeting duly called for that purpose.

Section 7.5 Classified Board. The Directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three (3) classes, with each Director then in office to be designated as a Class I Director, a Class II Director or a Class III Director, with each class to be apportioned as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following the time at which the initial classification of the Board becomes effective; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the time at which the initial classification of the Board becomes effective; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the time at which the initial classification of the Board becomes effective. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected and until his or her successor is duly elected and qualified, subject to such Director’s earlier death, resignation or removal in accordance with Section 7.4 of this Certificate of Incorporation. Subject to the Stockholders Agreement, the Board of Directors is authorized to assign each Director already in office at the Effective Time, as well as each Director elected or appointed to a newly

created directorship due to an increase in the size of the Board of Directors, to Class I, Class II or Class III. Without limitation to the rights of the stockholders party to the Stockholders Agreement, the provisions of this Section 7.5 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms.

Section 7.6 Notice. Advance notice of stockholder nominations for election of Directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

ARTICLE VIII.

Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are (1) signed by the holders of outstanding shares of the Corporation representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation then issued and outstanding entitled to vote thereon were present and voted, and (2) delivered to the Corporation in accordance with applicable law.

ARTICLE IX.

Subject to any limitations in the Stockholders Agreement, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, that (x) any amendment (including by merger, consolidation or otherwise) to this Certificate of Incorporation that gives holders of the Class B Common Stock (i) any rights to receive dividends (other than as set forth in the first sentence of Section 4.4(c)) or any other kind of distribution other than in connection with a dissolution or liquidation pursuant to Section 4.4(c), (ii) any right to convert into or be exchanged for shares of Class A Common Stock or (iii) any other economic rights shall, in addition to the vote of the holders of shares of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation (including any Preferred Stock Designation), also require the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock voting separately as a class and, (y) subject to Section 4.8 and the immediately preceding clause (x), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any of the following provisions of this Certificate of Incorporation or to adopt any provision inconsistent therewith: Section 4.2, Section 4.4(b)(ii), Article V, Article VIII, Article IX and Article X. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any sentence of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons and circumstances shall not in any way be affected or impaired thereby.

ARTICLE X.

The Corporation is authorized to indemnify, and to advance expenses to, each current or former Director, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of the DGCL as it presently exists or may hereafter be amended. To the fullest extent permitted by the laws of the State of Delaware as it exists on the date hereof or as it may hereafter be amended, no Director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of his or her fiduciary duties as a director. No amendment to, or modification or repeal of, this Article X shall adversely affect any right or protection of a Director or of any officer, employee or agent of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

ARTICLE XI.

Section 11.1 Corporate Opportunity.

(a) To the fullest extent permitted by the laws of the State of Delaware and in accordance with Section 122(17) of the DGCL, (i) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to (1) Summit, any Directors who are employees of or Affiliates (other than the Corporation or its subsidiaries) of Summit or any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such Director who is also an employee of the Corporation or its subsidiaries), or (2) any Director or stockholder who is not employed by the Corporation or its subsidiaries (each such Person, an “Exempt Person”); (ii) no Exempt Person will have any duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which the Corporation or its subsidiaries from time to time is engaged or proposes to engage or (2) otherwise competing, directly or indirectly, with the Corporation or any of its subsidiaries; and (iii) if any Exempt Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity both for such Exempt Person or any of his or her respective Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand, such Exempt Person shall have no duty to communicate or offer such transaction or business opportunity to the Corporation or its subsidiaries and such Exempt Person may take any and all such transactions or opportunities for itself or offer such transactions or opportunities to any other Person. Notwithstanding the foregoing, the preceding sentence of this Section 11.1(a) shall not apply to any potential transaction or business opportunity that is expressly offered to a Director, executive officer or employee of the Corporation or its subsidiaries, solely in his or her capacity as a Director, executive officer or employee of the Corporation or its subsidiaries.

(b) To the fullest extent permitted by the laws of the State of Delaware, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation or its subsidiaries unless (i) the Corporation or its subsidiaries would be permitted to undertake such transaction or opportunity in accordance with this Certificate of Incorporation, (ii) the Corporation or its subsidiaries at such time have sufficient financial resources to undertake such transaction or opportunity, (iii) the Corporation or its subsidiaries have an interest or expectancy in such transaction or opportunity and (iv) such transaction or opportunity would be in the same or similar line of business in which the Corporation or its subsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business.

Section 11.2 Liability. To the fullest extent permitted by law, no stockholder and no Director will be liable to the Corporation or its subsidiaries or stockholders for breach of any duty solely by reason of any activities or omissions of the types referred to in this Article XI, except to the extent such actions or omissions are in breach of this Article XI.

ARTICLE XII.

Unless the Corporation consents in writing to the selection of an alternative forum, (a) (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws (as either may be amended, restated, amended and restated or otherwise modified from time to time) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware (the “Court of Chancery”), or (iv) any action asserting a claim governed by the internal affairs doctrine, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (b) the federal district courts of the United States (the “Federal Courts”) shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. If any action, the subject matter of which is within the scope of the first sentence of this Article XII, is filed in a court other than the Court of Chancery or the Federal Courts, as applicable, (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery or the Federal Courts, as applicable, in connection with any action brought in any such court to enforce the first sentence of this Article XII and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

Notwithstanding the foregoing, this Article XII shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended.

ARTICLE XIII.

Section 13.1 Section 203 of the DGCL. The Corporation expressly elects not to be governed by Section 203 of the DGCL and the restrictions and limitations set forth therein.

Section 13.2 Interested Stockholder Transactions. Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s Class A Common Stock and Class B Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any Interested Stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an Interested Stockholder, unless:

(a) prior to such time that such stockholder became an Interested Stockholder, the Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder;

(b) at or subsequent to such time that such stockholder became an Interested Stockholder, the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Corporation which is not owned by such Interested Stockholder; or

(c) upon consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, the Interested Stockholder owned at least eighty-five percent (85%) of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the Interested Stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer.

Section 13.3 Definitions. As used in this Certificate of Incorporation, the following terms shall have the following meaning:

(a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person;

(b) “Associate”, when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of shares of voting stock of the Corporation; (ii) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.

(c) “Business Combination” means (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of capital stock of the Corporation.

(d) “Change of Control” means the occurrence of any of the following events: (1) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and excluding the Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, Preferred Stock or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote; (2) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of Solo Stove LLC); (3) there is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent, or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof; or (4) the Corporation ceases to be the “Manager” and sole managing member of Solo Stove LLC. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial owners of the Class A Common Stock, Class B Common Stock, Preferred Stock or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

(e) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract or otherwise. A Person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(f) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

(g) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the beneficial owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation that are entitled to vote, or (ii) is an Affiliate of the Corporation and was the beneficial owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation that are entitled to vote at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this Article XIII to the contrary, the term “Interested Stockholder” shall not include: (w) a stockholder that becomes an Interested Stockholder inadvertently and (1) as soon as practicable divests itself of ownership of sufficient shares so that such stockholder ceases to be an Interested Stockholder and (2) would not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, have been an Interested Stockholder but for the inadvertent acquisition of ownership, (x) any Person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of any action taken solely by the Corporation; provided, however, that such Person specified in this clause (x) shall be deemed an Interested Stockholder if thereafter such Person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such Person, (y) the Summit Related Parties or any of their current and future Affiliates (so long as such Affiliate remains an Affiliate) or their Associates, including any investment funds managed, directly or indirectly, by a Summited Related Party or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Corporation, or (z) any other Person who acquires voting stock of the Corporation directly or indirectly from a Summit Related Party, and excluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering.

(h) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a Person that individually or with or through any of its Affiliates or Associates:

(i) beneficially owns such stock, directly or indirectly; or

(ii) has (A) the right to acquire or hold such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding with any other Person that beneficially owns, or whose Affiliates or associates beneficially own, directly or indirectly, such stock, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such Person’s Affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to dispose of or vote such stock pursuant to any agreement, arrangement or understanding with any other Person that beneficially owns, or whose Affiliates or associates beneficially own, directly or indirectly, such stock; provided, however, that a Person shall not be deemed the owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more Persons.

(i) “Person” means, except as otherwise provided in the definition of “Change of Control”, any individual, corporation, partnership, limited liability company, unincorporated association or other entity.

(j) “Securities Act” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

(k) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(l) “Summit” means Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-B, L.P., Summit Partners Growth Equity Fund X-C, L.P., Summit Investors X, LLC, Summit Investors X (UK), L.P., Summit Partners Subordinated Debt Fund V-A, L.P., and Summit Partners Subordinated Debt Fund V-B, L.P.

(m) “Summit Related Parties” means Summit and its Permitted Transferees.

(n) “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentages of the votes of such voting stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Incorporation to be signed on this [ 🌑 ], 2021.


SOLO BRANDS, INC.

By:
Name:
Title:

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

SOLO BRANDS, INC.

Dated as of [ 🌑 ], 2021

CONTENTS


		Page
Article I. Meetings of Stockholders			1

Section 1.01	Place of Meetings		1
Section 1.02	Annual Meetings		1
Section 1.03	Special Meetings		1
Section 1.04	Notice of Meetings		1
Section 1.05	Adjournments		2
Section 1.06	Quorum		2
Section 1.07	Organization		2
Section 1.08	Voting; Proxies		3
Section 1.09	Fixing Date for Determination of Stockholders of Record		3
Section 1.10	List of Stockholders Entitled to Vote		4
Section 1.11	Action by Written Consent of Stockholders		5
Section 1.12	Inspectors of Election		5
Section 1.13	Conduct of Meetings		5
Section 1.14	Advance Notice Procedures for Business Brought before a Meeting		6
Section 1.15	Advance Notice Procedures for Nominations of Directors		10

Article II. Board of Directors			14

Section 2.01	Number; Tenure; Qualifications		14
Section 2.02	Election; Resignation; Removal; Vacancies		14
Section 2.03	Regular Meetings		14
Section 2.04	Special Meetings		14
Section 2.05	Telephonic Meetings Permitted		14
Section 2.06	Quorum; Vote Required for Action		14
Section 2.07	Organization		15
Section 2.08	Action by Unanimous Consent of Directors		15
Section 2.09	Compensation of Directors		15
Section 2.10	Chairperson		15

Article III. Committees			15

Section 3.01	Committees		15
Section 3.02	Committee Minutes		16
Section 3.03	Committee Rules		16

Article IV. Officers			16

Section 4.01	Officers		16
Section 4.02	Appointment of Officers		16
Section 4.03	Subordinate Officer		16
Section 4.04	Removal and Resignation of Officers		17
Section 4.05	Vacancies in Offices		17


Section 4.06	Chief Executive Officer	17
Section 4.07	President	17
Section 4.08	Secretary	17
Section 4.09	Chief Financial Officer	18
Section 4.10	Representation of Shares of Other Entities	18
Section 4.11	Authority and Duties of Officers	18
Section 4.12	Compensation	18

Article V. Stock		18

Section 5.01	Certificates	18
Section 5.02	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates	19

Article VI. Indemnification and Advancement of Expenses		19

Section 6.01	Right to Indemnification	19
Section 6.02	Indemnification of Others	19
Section 6.03	Advancement of Expenses	20
Section 6.04	Claims	20
Section 6.05	Non-exclusivity of Rights	20
Section 6.06	Insurance	20
Section 6.07	Other Sources	20
Section 6.08	Continuation of Indemnification	20
Section 6.09	Amendment or Repeal	21
Section 6.10	Other Indemnification and Advancement of Expenses	21

Article VII. Miscellaneous		21

Section 7.01	Fiscal Year	21
Section 7.02	Execution of Corporate Contracts and Instruments	21
Section 7.03	Dividends	21
Section 7.04	Registered Stockholders	21
Section 7.05	Corporate Seal	21
Section 7.06	Construction; Definitions	21
Section 7.07	Manner of Notice	22
Section 7.08	Waiver of Notice of Meetings of Stockholders, Directors and Committees	23
Section 7.09	Form of Records	23
Section 7.10	Amendment of Bylaws	23

ARTICLE I.

MEETINGS OF STOCKHOLDERS

Section 1.01 Place of Meetings. Meetings of stockholders of Solo Brands, Inc., a Delaware corporation (the “Corporation”; and such stockholders, the “Stockholders”), may be held at any place, within or without the State of Delaware, as may be designated by or in the manner determined by the board of directors of the Corporation (the “Board of Directors”). In the absence of such designation, meetings of Stockholders shall be held at the principal executive office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized by and in accordance with Section 211(a) of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 1.02 Annual Meetings. The annual meeting of Stockholders shall be held for the election of directors at such date and time as may be designated by or in the manner determined by resolution of the Board of Directors from time to time. Any other business as may be properly brought before the annual meeting may be transacted at the annual meeting. The Board of Directors may postpone, reschedule or cancel any annual meeting of Stockholders previously scheduled by the Board of Directors.

Section 1.03 Special Meetings. Special meetings of Stockholders for any purpose or purposes may be called only by the chairperson of the Board of Directors (the “Chairperson”), pursuant to a resolution adopted by a majority of the Whole Board of Directors or by the Secretary upon the written request of the Stockholders holding a majority of the voting power of the Corporation. For purposes of these Bylaws, the term “Whole Board of Directors” shall mean the total number of authorized directors whether or not there exist any vacancies. Special meetings validly called in accordance with this Section 1.03 of these bylaws (as the same may be amended, restated, amended and restated or otherwise modified from time to time, these “Bylaws”) may be held at such date and time as specified in the applicable notice. Notice of every special meeting shall state the purpose or purposes of the meeting, and the business transacted at any special meeting of Stockholders shall be limited to the purpose or purposes stated in the notice. The Board of Directors may postpone, reschedule or cancel any special meeting of Stockholders previously scheduled by the Chairperson or Board of Directors; provided, however, that with respect to any special meeting of stockholders previously scheduled by the Board of Directors at the request of the stockholders in accordance with this Section 1.03, the Board of Directors shall not postpone, reschedule or cancel such special meeting without the prior written consent of such stockholders.

Section 1.04 Notice of Meetings. Whenever Stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the Stockholders entitled to vote at the meeting (if such date is different from the record date for Stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the Certificate of Incorporation of the Corporation (as the same may be amended, restated, amended and restated or otherwise modified from time to time, the “Certificate of Incorporation”) or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty

(60) days before the date of the meeting to each Stockholder entitled to vote at the meeting as of the record date for determining the Stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 1.05 Adjournments. Any meeting of Stockholders, annual or special, may be adjourned from time to time by the chairperson of the meeting (or by the Stockholders in accordance with Section 1.06) to reconvene at the same or some other place, if any, and the same or some other time, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of Stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for determining Stockholders entitled to notice of such adjourned meeting in accordance with Section 1.09(a) of these Bylaws, and shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 1.06 Quorum. At any meeting of the Stockholders, the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation (“Stock”) entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law, the rules of any stock exchange upon which the Corporation’s securities are listed, the Certificate of Incorporation or these Bylaws. In the absence of a quorum, then either (i) the chairperson of the meeting or (ii) if the Board of Directors so determines, the Stockholders by the affirmative vote of a majority of the voting power of the outstanding shares of capital Stock entitled to vote thereon, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 1.05 of these Bylaws until a quorum is present or represented. Where a separate vote by a class or classes or series of Stock is required by law or the Certificate of Incorporation, the holders of a majority of voting power of the shares of such class or classes or series of Stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 1.07 Organization. Meetings of Stockholders shall be presided over by the Chairperson or by such other officer or director of the Corporation as designated by the Board of Directors or the Chairperson, or in the absence of such person or designation, by a chairperson chosen at the meeting by the affirmative vote of the holders of a majority of the voting power of Stock present or represented at the meeting and entitled to vote at the meeting (provided there is a quorum). The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.08 Voting; Proxies. Each Stockholder entitled to vote at any meeting of Stockholders shall be entitled to the number of votes, if any, for each share of Stock held of record by such Stockholder which has voting power upon the matter in question that is set forth in the Certificate of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, one vote per share. Each Stockholder entitled to vote at a meeting of Stockholders or express consent to corporate action in writing without a meeting (if permitted by the Certificate of Incorporation) may authorize another person or persons to act for such Stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy may be authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities in which case such different or minimum vote shall be the applicable vote on the matter.

Section 1.09 Fixing Date for Determination of Stockholders of Record.

(a) In order that the Corporation may determine the Stockholders entitled to notice of any meeting of Stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of and to vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Stockholders entitled to vote in accordance with the foregoing provisions of Section 1.09(a) at the adjourned meeting.

(b) In order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the Stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Stockholders entitled to consent to corporate action without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law or the Certificate of Incorporation, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law and, (ii) if prior action by the Board of Directors is required by law or the Certificate of Incorporation, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 1.10 List of Stockholders Entitled to Vote. The Corporation shall prepare, at least ten (10) days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting (provided, however, if the record date for determining the Stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the Stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder as of the record date (or such other date). Such list shall be open to the examination of any Stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (b) during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of Stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any Stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any Stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the “stock ledger” shall be the only evidence as to who are the

Stockholders entitled to examine the list of Stockholders required by this Section 1.10 or to vote in person or by proxy at any meeting of Stockholders. For purposes of these Bylaws, the term “stock ledger” means one or more records administered by or on behalf of the Corporation in which the names of all of the Corporation’s Stockholders of record, the address and number of shares registered in the name of each such Stockholder, and all issuances and transfers of stock of the Corporation are recorded.

Section 1.11 Action by Written Consent of Stockholders. Any action required or permitted to be taken at any annual or special meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, only to the extent permitted by Article VIII of the Certificate of Incorporation.

Section 1.12 Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of Stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of Stockholders, the person presiding at the meeting may, and to the extent required by law, shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of Stock outstanding and the voting power of each such share, (b) determine the shares of Stock represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares of Stock represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.13 Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting designated in accordance with Section 1.07 of these Bylaws. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of Stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting;

(b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to Stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.14 Advance Notice Procedures for Business Brought before a Meeting. This Section 1.14 shall apply to any business that may be brought before an annual meeting of Stockholders other than (i) nominations for election to the Board of Directors at such a meeting, which shall be governed by Section 1.15 of these Bylaws or (ii) business brought by Summit at any time prior to the date when Summit and its affiliates cease to beneficially own in the aggregate (directly or indirectly) at least 10% of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (the “Advance Notice Trigger Date”)). Stockholders seeking to nominate Persons for election to the Board of Directors must comply with Section 1.15 of these Bylaws, and this Section 1.14 shall not be applicable to nominations for election to the Board of Directors except as expressly provided in Section 1.15 of these Bylaws.

(a) At an annual meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board of Directors, or a duly authorized committee thereof, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board of Directors or the chairperson of the meeting, or (iii) otherwise properly brought before the meeting by a Stockholder present in person who (A) (1) was a Stockholder of record of the Corporation both at the time of giving the notice provided for in this Section 1.14 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 1.14 or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), which proposal has been included in the proxy statement for the annual meeting. The foregoing clause (iii) shall be the exclusive means for a Stockholder to propose business to be brought before an annual meeting of the Stockholders. The only matters that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting given by or at the direction of the Person calling the meeting pursuant to the Certificate of Incorporation and Section 1.03 of these Bylaws. For purposes of these Bylaws, “Person” shall mean any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or

otherwise) of such entity. For purposes of this Section 1.14 and Section 1.15 of these Bylaws, “present in person” shall mean that the Stockholder proposing that the business be brought before the meeting or a qualified representative of such proposing Stockholder, appear in person at such annual meeting, and a “qualified representative” of such proposing Stockholder shall be, a duly authorized officer, manager or partner of such Stockholder or any other person authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the meeting of the Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of the Stockholders.

(b) Without qualification, for business to be properly brought before an annual meeting by a Stockholder, the business must constitute a proper matter for Stockholder action and the Stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation (other than such a notice by Summit prior to the Advance Notice Trigger Date, which may be delivered at any time prior to the mailing of the definitive proxy statement pursuant to Section 14(a) of the Exchange Act related to the next annual meeting of stockholders) and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 1.14. To be timely, a Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case of the first annual meeting of stockholders following the closing the Corporation’s initial underwritten public offering of common stock, the preceding year’s annual meeting date shall be deemed to be [ • ]); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the Stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90^th) day prior to such annual meeting or, if later, the tenth (10^th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

(i) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); and (B) the number of shares of each class or series of Stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of Stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);

(ii) As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of Stock of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of Stock of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (D) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (E) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from the Stockholders in support of such proposal and (G) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(iii) As to each item of business that the Stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and the text of any proposed amendment to these Bylaws), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other Person or entity (including their names) in connection with the proposal of such business by such stockholder and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this Section 1.14(c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the Stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(d) For purposes of this Section 1.14, the term “Proposing Person” shall mean (i) the Stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, or (iii) any participant (as defined in paragraphs (a)(ii) through (a)(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Stockholder in such solicitation.

(e) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.14 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 1.14. The presiding officer of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 1.14, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(g) In addition to the requirements of this Section 1.14 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 1.14 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(h) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Section 1.15 Advance Notice Procedures for Nominations of Directors.

(a) Nominations. Nominations of any Person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) as provided in the Stockholders Agreement (as defined below), (ii) by or at the direction of the Board of Directors, including by any committee or Persons authorized to do so by the Board of Directors or these Bylaws, or (iii) by a Stockholder present in Person (as defined in Section 1.14) (A) who was a Stockholder of record of the Corporation both at the time of giving the notice provided for in this Section 1.15 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 1.15 as to such notice and nomination. Other than as provided in the Stockholders Agreement, the foregoing clause (iii) shall be the exclusive means for a Stockholder to make any nomination of a Person or Persons for election to the Board of Directors at any annual meeting or special meeting of Stockholders.

(b) Notices, etc.

(i) Without qualification, for a Stockholder to make any nomination of a Person or Persons for election to the Board of Directors at an annual meeting, the Stockholder must (A) provide Timely Notice (as defined in Section 1.14(b) of these Bylaws) thereof in writing and in proper form to the Secretary at the principal executive offices of the Corporation (other than such a notice by Summit prior to the Advance Notice Trigger Date, which may be delivered at any time up to thirty-five (35) days prior to the next annual meeting of stockholders), (B) provide the information, agreements and questionnaires with respect to such Stockholder and its candidate for nomination as required by this Section 1.15, and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 1.15.

(ii) Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a Stockholder to make any nomination of a person or persons for election to the Board of Directors at a special meeting, the Stockholder must provide (A) timely notice thereof in writing and in proper form to the Secretary at the principal executive offices of the Corporation, (B) the information, agreements and questionnaires with respect to such Stockholder and its candidate for nomination required by this Section 1.15, and (C) any updates or supplements to such notice at the times and in the forms required by this Section

1.15. To be timely for purposes of this Section 1.15(b)(ii), a Stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed to and received by the Secretary of the Corporation not earlier than the one hundred twentieth (120^th) day prior to such special meeting and not later than the ninetieth (90^th) day prior to such special meeting or, if later, the tenth (10^th) day following the day on which public disclosure (as defined in Section 1.14(h)) of the date of such special meeting at which directors are to be elected was first made (other than such a notice by Summit prior to the Advance Notice Trigger Date, which may be delivered at any time up to thirty-five (35) days prior to the next annual meeting of stockholders).

(iii) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above.

(iv) In no event may a Nominating Person (as defined below) provide notice under this Section 1.15 or otherwise with respect to a greater number of director candidates than are subject to election by Stockholders at the applicable meeting. Notwithstanding anything in Section 1.15(b)(i) to the contrary, if the number of directors subject to election at an annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.15(b)(i) and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the one-year anniversary of the preceding year’s annual meeting, a Stockholder’s notice required by this Section 1.15 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation not later than the tenth (10th) day following the date on which public disclosure (as defined in Section 1.14(h)) is first made by the Corporation.

(c) Proper Form. To be in proper form for purposes of this Section 1.15, a Stockholder’s notice to the Secretary shall set forth:

(i) As to each Nominating Person, the Stockholder Information (as defined in Section 1.14(c)(i) of these Bylaws) except that for purposes of this Section 1.15, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 1.14(c)(i);

(ii) As to each Nominating Person, any Disclosable Interests (as defined in Section 1.14(c)(ii), except that for purposes of this Section 1.15 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 1.14(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section 1.14(c)(iii) shall be made with respect to nomination of each Person for election as a director at the meeting); and

(iii) As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such candidate for nomination that would be required to be set forth in a Stockholder’s notice pursuant to this Section 1.15 if such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination

that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such Person’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 1.15(f).

(d) Nominating Person. For purposes of this Section 1.15, the term “Nominating Person” shall mean (i) the Stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made and (iii) any participant (as defined in paragraphs (a)(ii) through (a)(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Stockholder in such solicitation.

(e) Updates. A Stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.15 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f) Eligibility. To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in this Section 1.15 and the candidate for nomination, whether nominated by the Board of Directors or by a Stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in the form provided by the Corporation upon request) with respect to the background, qualifications, stock ownership and independence of such candidate for nomination and (ii) a written representation and agreement (in the form provided by the Corporation upon

request) that such candidate for nomination (A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed in such written questionnaire and (B) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors and in effect during such candidate’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect).

(g) Additional Info. The Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines.

(h) Exchange Act. In addition to the requirements of this Section 1.15 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(i) Compliance. No candidate shall be eligible for nomination as a director of the Corporation unless each of such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with this Section 1.15, as applicable. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 1.15, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots case for the nominee in question) shall be void and of no force or effect.

(j) No Other Candidates. Notwithstanding anything in these Bylaws to the contrary, subject to Section 1.15(k), no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with this Section 1.15.

(k) Summit. Notwithstanding anything in these Bylaws to the contrary, for so long as Summit (as defined in the Certificate of Incorporation) is entitled to nominate a Director pursuant to the Stockholders Agreement, Summit shall not be subject to the notice procedures set forth in this Section 1.15 with respect to nominations made pursuant to the Stockholders Agreement.

ARTICLE II.

BOARD OF DIRECTORS

Section 2.01 Number; Tenure; Qualifications. Subject to the Certificate of Incorporation, the rights of holders of any series of Preferred Stock to elect directors and that certain stockholders agreement, dated as [ 🌑 ], 2021, by and among the Corporation and the other persons party thereto (as may be amended, restated, amended and restated or otherwise modified from time to time, the “Stockholders Agreement”), the total number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Whole Board of Directors. The terms of directors shall be as set forth in the Certificate of Incorporation. Each director shall hold office until such time as provided in the Certificate of Incorporation. Directors need not be Stockholders to be qualified for election or service as a director of the Corporation.

Section 2.02 Election; Resignation; Removal; Vacancies. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, directors shall be elected at the annual meeting of Stockholders by such Stockholders that have the right to vote on such election. Any director may resign at any time upon written or electronic transmission to the Corporation. Such resignation shall be effective upon delivery unless otherwise specified. Directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, disqualification, removal from office or other cause shall be filled only as expressly provided in the Certificate of Incorporation.

Section 2.03 Regular Meetings. Regular meetings of the Board of Directors may be held at such places, if any, within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. A notice of regular meetings shall not be required.

Section 2.04 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or a majority of the directors then in office and shall be held at such time, date and place, if any, within or without the State of Delaware as he or she or they shall fix. Notice to directors of the date, place and time of any special meeting of the Board of Directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice may be given in person, by United States first-class mail, or by e-mail, telephone, facsimile or other means of electronic transmission. If the notice is delivered in person, by e-mail, telephone facsimile or other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of holding of the meeting. If the notice is sent by mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.

Section 2.05 Telephonic Meetings Permitted. Members of the Board of Directors may participate in any meetings of the Board of Directors thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.05 shall constitute presence in person at such meeting.

Section 2.06 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the Whole Board of Directors shall constitute a quorum for the transaction of business; provided that, solely for the purposes of filling vacancies pursuant to Section 2.02 of these Bylaws, a meeting of the Board of Directors may be held if a majority of the directors then in office participate in such meeting. The affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically required by applicable law, the Certificate of Incorporation or these Bylaws.

Section 2.07 Organization. Meetings of the Board of Directors shall be presided over by the Chairperson, or in his or her absence by the person whom the Chairperson shall designate, or in the absence of the foregoing persons or if no designation is made, by a chairperson chosen at the meeting by the affirmative vote of a majority of the directors present at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.08 Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. Thereafter, the writing or writings or electronic transmissions shall be filed with the minutes of proceedings of the Board of Directors or such committee in accordance with applicable law.

Section 2.09 Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary or other compensation as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be paid a fixed sum for attendance at each meeting of such committee or a stated salary or other compensation as a member of such committee. Any director of the Corporation may decline any or all such compensation payable to such director in his or her discretion.

Section 2.10 Chairperson. Subject to the Stockholders Agreement, the Board of Directors may appoint from its members a Chairperson of the Board of Directors. The Board of Directors may, in its sole discretion, from time to time appoint one or more vice chairpersons (each, a “Vice Chairperson”) each of whom as such shall report directly to the Chairperson.

ARTICLE III.

COMMITTEES

Section 3.01 Committees. Subject to the Stockholders Agreement, the Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in

the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the directors then serving on a committee or subcommittee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee. Meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson of such committee or a majority of the members of such committee.

Section 3.02 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.03 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV.

OFFICERS

Section 4.01 Officers. The officers of the Corporation shall be a Chief Executive Officer and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a President, a Chairperson of the Board of Directors (subject to the provisions of the Stockholders Agreement), a Vice Chairperson of the Board of Directors, a Chief Financial Officer, a Treasurer, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Each officer of the Corporation shall hold office for such term as may be prescribed by the Board of Directors and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No officer need be a stockholder or director of the Corporation.

Section 4.02 Appointment of Officers. The Board of Directors shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03 of these Bylaws.

Section 4.03 Subordinate Officer. The Board of Directors may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 4.04 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by the Whole Board of Directors or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor shall not take office until the effective date. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 4.05 Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or as provided in Section 4.03.

Section 4.06 Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairperson, if any, the Chief Executive Officer (the “CEO”) (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. In the absence or nonexistence of a Chairperson, he or she shall preside at all meetings of the stockholders and, if the CEO is also a director, at all meetings of the Board of Directors at which he or she is present and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 4.07 President. The Board of Directors may, but is not obligated to, appoint a President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairperson (if any) or the CEO, the President, if appointed, shall have general supervision, direction, and control of the business and other officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 4.08 Secretary. The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

Section 4.09 Chief Financial Officer. The Chief Financial Officer (the “CFO”) shall be the treasurer and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The CFO shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President, if any is appointed, the CEO, or the directors, upon request, an account of all his or her transactions as CFO and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 4.10 Representation of Shares of Other Entities. Unless otherwise directed by the Board of Directors, the CEO, the President or any other person authorized by the Board of Directors, the CEO or the President is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares, securities or interests of any other corporation or entity standing in the name of the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Section 4.11 Authority and Duties of Officers. All officers of the Corporation shall respectively have such powers and authority and shall perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Section 4.12 Compensation. The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

ARTICLE V.

STOCK

Section 5.01 Certificates. The shares of Stock shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of Stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairperson, the Vice Chairperson of the Board, if any, CEO, the President, a Vice President, the CFO, if any, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be

specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.02 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for shares of Stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. The Board of Directors may establish regulations, rules or procedures concerning the proof required for adequately alleging the loss, theft or destruction of any Stock certificate and concerning the giving of a satisfactory bond or bonds of indemnity.

ARTICLE VI.

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.01 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law (including as it presently exists or may hereafter be amended, substituted or replaced but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (any such action, suit or proceeding, a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.04 of these Bylaws, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 6.02 Indemnification of Others. The Corporation shall have the power (but not the obligation) to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he or she, or a Person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such Person in connection with any such proceeding.

Section 6.03 Advancement of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

Section 6.04 Claims. If a claim for indemnification under this Article VI (following the final disposition of such proceeding) is not paid in full within sixty (60) days after the Corporation has received a written claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article VI is not paid in full within thirty (30) days after the Corporation has received a written statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be reimbursed by the Corporation for the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.05 Non-exclusivity of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquires under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of Stockholders or disinterested directors or otherwise.

Section 6.06 Insurance. The Corporation may purchase and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

Section 6.07 Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit enterprise.

Section 6.08 Continuation of Indemnification. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI shall continue as to a Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such Person.

Section 6.09 Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws or an amendment to the Certificate of Incorporation after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought.

Section 6.10 Other Indemnification and Advancement of Expenses. This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VII.

MISCELLANEOUS

Section 7.01 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 7.02 Execution of Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Any document, including, without limitation, any consent, contract, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law.

Section 7.03 Dividends. The Board of Directors, subject to any restrictions contained in either (a) the DGCL or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital Stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital Stock. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

Section 7.04 Registered Stockholders. The Corporation (a) shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and to vote as such owner; and (b) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 7.05 Corporate Seal. The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board of Directors. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 7.06 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

Section 7.07 Manner of Notice.

(a) Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to Stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to Stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission to the extent permitted by law.

Any notice given pursuant to the preceding paragraph shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the Stockholder has consented to receive notice; (ii) if by electronic mail, when directed to such Stockholder’s electronic mail address unless the Stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail; (iii) if by a posting on an electronic network together with separate notice to the Stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the Stockholder. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

For the purposes of these Bylaws, an “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(b) Notice to Stockholders Sharing an Address. Without limiting the manner by which notice otherwise may be given effectively to Stockholders, and except as prohibited by applicable law, any notice to Stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation, or these Bylaws shall be effective if given by a single written notice to Stockholders who share an address if consented to by the Stockholders at that address to whom such notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any Stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 7.07, shall be deemed to have consented to receiving such single written notice.

(c) Notice to Directors. Except as otherwise provided herein or permitted by applicable law, notices to any director may be in writing and delivered personally or mailed to such director at such director’s address appearing on the books of the Corporation, or may be given by telephone or by any means of electronic transmission (including, without limitation, electronic mail) directed to an address for receipt by such director of electronic transmissions appearing on the books of the Corporation.

Section 7.08 Waiver of Notice of Meetings of Stockholders, Directors and Committees. A written waiver of any notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether given before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, Board of Directors, or committee or subcommittee of the Board of Directors need be specified in a waiver of notice.

Section 7.09 Form of Records. Any records maintained by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and the stock ledger is maintained in accordance with applicable law.

Section 7.10 Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new bylaws made, only by the affirmative vote of (a) a majority of the Whole Board of Directors or (b) the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws.

* * *

Exhibit 4.1

LOGO

SB Solo Brands, Inc. COMMON CLASS STOCK A CUSIP 000000 00 0 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT BY: is the owner of COUNTERSIGNED AMERICAN FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.001 PER SHARE OF AND SOLO BRANDS, INC. STOCK transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney, upon surrender of this Certificate properly endorsed. REGISTERED: This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile signature of the Corporation’s duly authorized officer. TRANSFER (BROOKLYN, & Dated: NY) TRUST COMPANY, AUTHORIZED AND TRANSFER LLC CHIEF EXECUTIVE OFFICER SIGNATURE REGISTRAR AGENT

LOGO

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM— as tenants in common UNIF GIFT MIN ACT –– (Cust) Custodian (Minor) TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in commom (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto PLEASE IDENTIFYING INSERT SOCIAL NUMBER SECURITY OF ASSIGNEE OR OTHER (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 5.1


		1271 Avenue of the Americas
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October 20, 2021

Solo Brands, Inc.

1070 S. Kimball Ave. Suite 121

Southlake, TX 76092

Re:	Registration Statement No. 333-260026;

12,903,225 shares of Class A common stock, par value $0.001

per share

Ladies and Gentlemen:

We have acted as special counsel to Solo Brands, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 12,903,225 shares of Class A common stock, $0.001 par value per share, which are being offered by the Company (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on October 4, 2021 (Registration No. 333-260026, as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, upon the proper filing of the amended and restated certificate of incorporation of the Company, substantially in the form most recently filed as an exhibit to the Registration Statement, with the Secretary of State of Delaware and when such Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently

October 20, 2021

Page 2

LOGO

filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

Exhibit 10.1

TAX RECEIVABLE AGREEMENT

by and among

SOLO BRANDS, INC.,

SOLO STOVE HOLDINGS, LLC,

THE TRA REPRESENTATIVES,

and

THE TRA PARTIES OF SOLO STOVE HOLDINGS, LLC FROM TIME TO TIME

PARTY HERETO

Dated as of [______]

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS			2

Section 1.1	Definitions		2
Section 1.2	Rules of Construction. Unless otherwise specified herein:		10

Article II. DETERMINATION OF REALIZED TAX BENEFIT			10

Section 2.1	Basis Adjustments; Section 754 Election		10
Section 2.2	Basis Schedules		11
Section 2.3	Tax Benefit Schedules		11
Section 2.4	Procedures; Amendments		12

Article III. TAX BENEFIT PAYMENTS			13

Section 3.1	Timing and Amount of Tax Benefit Payments		13
Section 3.2	No Duplicative Payments		15
Section 3.3	Pro-Ration of Payments as Between the TRA Parties		15
Section 3.4	Overpayments		15

Article IV. TERMINATION			16

Section 4.1	Early Termination of Agreement; Acceleration Events		16
Section 4.2	Early Termination Notice		17
Section 4.3	Payment upon Early Termination		17

Article V. SUBORDINATION AND LATE PAYMENTS			18

Section 5.1	Subordination		18
Section 5.2	Late Payments by the Corporation		18

Article VI. TAX MATTERS; CONSISTENCY; COOPERATION			18

Section 6.1	Participation in the Corporation’s and the LLC’s Tax Matters		18
Section 6.2	Consistency		19
Section 6.3	Cooperation		19

Article VII. MISCELLANEOUS			20

Section 7.1	Notices		20
Section 7.2	Counterparts		21
Section 7.3	Entire Agreement; No Third-Party Beneficiaries		21
Section 7.4	Severability		21
Section 7.5	Assignments; Amendments; Successors; No Waiver		21


Section 7.6	Titles and Subtitles	22
Section 7.7	Resolution of Disputes; Governing Law	23
Section 7.8	Reconciliation Procedures	23
Section 7.9	Withholding	24
Section 7.10	Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets	25
Section 7.11	Confidentiality	26
Section 7.12	Change in Law	27
Section 7.13	Independent Nature of Rights and Obligations	28
Section 7.14	TRA Representative	28

Annexes


Annex A	-	Form of Joinder Agreement
Annex B	-	TRA Parties
Annex C		TRA Parties Represented by SP SS Aggregator, LLC
Annex D		TRA Parties Represented by SS Management Aggregator, LLC

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [________], is hereby entered into by and among Solo Brands, Inc., a Delaware corporation (the “Corporation”), Solo Stove Holdings, LLC, a Delaware limited liability company (the “LLC”), the TRA Representatives (as defined below) and each of the TRA Parties from time to time party hereto.

RECITALS

WHEREAS, the LLC is treated as a partnership for U.S. federal income tax purposes;

WHEREAS, each of the members of the LLC as of the date hereof owns interests in the LLC in the form of Units (as defined herein);

WHEREAS, the Corporation is the sole managing member of the LLC;

WHEREAS, on the date hereof, the Corporation issued shares of its Class A common stock in an initial public offering of its Class A Common Stock (the “IPO”);

WHEREAS, immediately following the consummation of the IPO, the Corporation acquired (i) existing Units from the Members and (ii) newly issued Units from the LLC (collectively, the “Unit Purchase”);

WHEREAS, the Operating Agreement (as defined herein) provides certain members of the LLC listed in Annex B, (together with each other Person who becomes party hereto by satisfying the Joinder Requirement, the “TRA Parties”) a redemption right pursuant to which each TRA Party may cause the LLC to redeem all or a portion of its Units from time to time for shares of Class A Common Stock (as defined herein) or, at the Corporation’s option, cash (a “Redemption”), subject to the Corporation’s right, in its sole discretion, to elect to effect a direct exchange of cash or shares of Class A Common Stock for such Units between the Corporation and the applicable TRA Party in lieu of such a Redemption (a “Direct Exchange”);

WHEREAS, the LLC and each of its Subsidiaries (as defined herein) that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code (as defined herein) and any corresponding provisions of state and local Tax law for the Taxable Year (as defined herein) in which any Exchange (as defined herein) occurs, which election will cause any such Exchange to result in an adjustment to the Corporation’s proportionate share of the tax basis of the assets owned by the LLC or certain of its Subsidiaries;

WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation as the result of Exchanges and the making of payments under this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to (i) the singular and plural, (ii) the active and passive and (iii) for defined terms that are nouns, the verbified forms of the terms defined).

“Actual Tax Liability” means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation or the LLC filed for such Taxable Year or (b) if applicable, determined in accordance with a Determination; provided, that for purposes of determining Actual Tax Liability, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining liabilities for all U.S. state and local Covered Taxes and for purposes of determining the federal benefit thereof and shall assume that Subsequently Acquired TRA Attributes do not exist.

“Advisory Firm” means any “big four” accounting firm that is nationally recognized as being expert in Covered Tax matters, selected by the Corporation.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means a per annum rate of SOFR plus 100 basis points.

“Agreement” is defined in the preamble.

“Amended Schedule” is defined in Section 2.4(b).

“Amount Realized” means, with respect to any Exchange at any time, the sum of (i) the Market Value of the shares of Class A Common Stock or the amount of cash (as applicable) transferred to a TRA Party pursuant to such Exchange, (ii) the amount of payments made pursuant to this Agreement with respect to such Exchange (but excluding any portions thereof attributable to Imputed Interest) and (iii) the amount of liabilities allocated to the Units acquired pursuant to the Exchange under Section 752 of the Code.

“Assumed State and Local Tax Rate” the tax rate equal to the product of (i) the Corporation’s or the LLC’s income tax apportionment factor for each state and local jurisdiction in which the Corporation or the LLC files income or franchise tax returns for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each such state and local jurisdiction in which the Corporation or the LLC files income tax returns for each relevant Taxable Year.

“Attributable” is defined in Section 3.1(b)(i).

“Audit Committee” means the audit committee of the Board.

“Basis Adjustment” means the increase or decrease to, or the Corporation’s proportionate share of, the tax basis of the Reference Assets under Section 732, 734(b), 743(b), 754, 755 or 1012 of the Code, in each case, or any similar provisions of U.S. state or local tax Law, as a result of any Exchange or any payment made under this Agreement. For purposes of determining the Corporation’s proportionate share of the tax basis of the Reference Assets with respect to the Units transferred in an Exchange under Treasury Regulations Section 1.743-1(b) (or any similar provisions of U.S. state or local tax Law), the consideration paid by the Corporation for such Units shall be the Amount Realized. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Units is to be determined as if any Pre-Exchange Transfer of such Units had not occurred, and, further, payments under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

“Basis Schedule” is defined in Section 2.2.

“Beneficial Owner” means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.

“Board” means the board of directors of the Corporation.

“Business Day” means any day other than a Saturday or a Sunday or a day on which banks located in New York City, New York generally are authorized or required by Law to close.

“Change of Control” means the occurrence of any of the following events:

(i) any “person” or “group” (within the meaning of Sections 13(d) of the Exchange Act (excluding (1) any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and any Permitted Transferees (as defined in the Second Amended and Restated Limited Liability Company Agreement of LLC dated as of the date hereof), (2) any “person” or “group” who, as of the consummation of the IPO, is the Beneficial Owner of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s then outstanding voting securities, and (3) any “group” formed after the consummation of the IPO that primarily includes members who collectively, as of the Effective Time, are the Beneficial Owners of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s then outstanding voting securities)) becomes the Beneficial Owner of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s then outstanding voting securities;

(ii) (A) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or (B) there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets, other than such sale or other disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity at least 50% of the economic interest and combined voting power of the voting securities of which are owned by shareholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or other disposition; or

(iii) there is consummated a merger or consolidation of the Corporation with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation outstanding immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock and Class B Common Stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

“Class A Common Stock” means the Class A common stock, par value $0.001 per share, of the Corporation.

“Class B Common Stock” means the Class B common stock, par value $0.001 per share, of the Corporation.

“Code” means the U.S. Internal Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific section of the Code shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

“Control” means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporation” is defined in the preamble to this Agreement.

“Covered Taxes” means any U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and including any franchise taxes in lieu of income tax, and any interest imposed in respect thereof under applicable Law.

“Cumulative Net Realized Tax Benefit” is defined in Section 3.1(b)(iii).

“Default Rate” means a per annum rate of SOFR plus 500 basis points.

“Default Rate Interest” is defined in Section 5.2.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or any similar provisions of U.S. state or local tax Law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for tax.

“Direct Exchange” is defined in the recitals to this Agreement.

“Early Termination Effective Date” means (i) with respect to an early termination pursuant to Section 4.1(a), the date an Early Termination Notice is delivered, (ii) with respect to an early termination pursuant to Section 4.1(b), the date of the applicable Change of Control and (iii) with respect to an early termination pursuant to Section 4.1(c), the date of the applicable Material Breach.

“Early Termination Notice” is defined in Section 4.2(a).

“Early Termination Payment” is defined in Section 4.3(b).

“Early Termination Reference Date” is defined in Section 4.2(b).

“Early Termination Schedule” is defined in Section 4.2(b).

“Exchange” means any (i) Direct Exchange, (ii) Redemption, (iii) transactions using proceeds from the IPO, including any Redemptions, that result in a Basis Adjustment, (iv) any other transfer (as determined for U.S. federal income tax purposes) of Units to the Corporation from a TRA Party, including in connection with the IPO, that results in a Basis Adjustment or (v) distribution (including a deemed distribution) by the LLC to a TRA Party that results in a Basis Adjustment.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.

“Exchange Date” means the date of any Exchange.

“Expert” is defined in Section 7.8(a).

“Final Payment Date” means any date on which a Payment is required to be made pursuant to this Agreement. The Final Payment Date in respect of (i) a Tax Benefit Payment is determined pursuant to Section 3.1(a) and (ii) an Early Termination Payment is determined pursuant to Section 4.3(a).

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect of Covered Taxes, using the same methods, elections, conventions and similar practices used in computing the Actual Tax Liability but (i) calculating depreciation, amortization or other similar deductions, or otherwise calculating any items of income, gain or loss, using the Corporation’s proportionate share of the Non-Adjusted Tax Basis as reflected on the Basis Schedule, including amendments thereto, for such Taxable Year and (ii) excluding any deduction attributable to Imputed Interest for such Taxable Year; provided, that for purposes of determining the Hypothetical Tax Liability, the combined tax rate

for U.S. state and local Covered Taxes (but not, for the avoidance of doubt, federal Covered Taxes) shall be the Assumed State and Local Tax Rate. For the avoidance of doubt, the Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any tax item (or portions thereof) that is attributable to any of the items described in clauses (i) or (ii) of the previous sentence. Furthermore, the Hypothetical Tax Liability shall be calculated assuming that the Subsequently Acquired TRA Attributes do not exist.

“Imputed Interest” means any interest imputed under Section 483, 1272 or 1274 or any other provision of the Code or any similar provisions of U.S. state or local tax Law with respect to the Corporation’s payment obligations under this Agreement.

“Independent Directors” means the members of the Board who are “independent” under applicable Laws and the standards of the principal U.S. securities exchange on which the Class A Common Stock is traded or quoted.

“Interest Amount” is defined in Section 3.1(b)(vi).

“IRS” means the U.S. Internal Revenue Service.

“Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“Joinder Requirement” is defined in Section 7.5(a).

“Law” means all laws, statutes, ordinances, rules and regulations of the U.S., any foreign country and each state, commonwealth, city, county, municipality, regulatory or self-regulatory body, agency or other political subdivision thereof.

“Market Value” means the Common Unit Redemption Price, as defined in the Operating Agreement.

“Material Breach” means the (i) breach by the Corporation of a material obligation under this Agreement or (ii) the rejection of this Agreement by operation of law in a case commenced in bankruptcy or otherwise.

“Net Tax Benefit” is defined in Section 3.1(b)(ii).

“Non-Adjusted Tax Basis” means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments had been made.

“Objection Notice” is defined in Section 2.4(a)(ii).

“Operating Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of the LLC, dated as of the date hereof, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time.

“Payment” means any Tax Benefit Payment or Early Termination Payment and in each case, unless otherwise specified, refers to the entire amount of such Payment or any portion thereof.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Pre-Exchange Transfer” means any transfer of one or more Units (i) that occurs prior to an Exchange of such Units and (ii) to which Section 743(b) of the Code applies.

“Realized Tax Benefit” is defined in Section 3.1(b)(iv).

“Realized Tax Detriment” is defined in Section 3.1(b)(v).

“Reconciliation Dispute” is defined in Section 7.8(a).

“Reconciliation Procedures” is defined in Section 7.8(a).

“Redemption” is defined in the recitals to this Agreement.

“Reference Asset” means any asset of any member of the Solo Group at the time of an Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including any “substituted basis property” within the meaning of Section 7701(a)(42) of the Code with respect to a Reference Asset.

“Schedule” means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, and (iii) an Early Termination Schedule and, in each case, any amendments thereto.

“Senior Obligations” is defined in Section 5.1.

“SOFR” means the Secured Overnight Financing Rate, as reported by the Wall Street Journal.

“Solo Group” means, the LLC and each of its direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for applicable tax purposes (but excluding any such Subsidiary that is directly or indirectly held by any entity treated as a corporation for applicable tax purposes (other than the Corporation)).

“Subsequently Acquired TRA Attributes” means, except as otherwise determined by the governmental body, any net operating losses, tax basis or other tax attributes to which any of the Corporate Group, the LLC or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by a TRA Party) after the IPO Date to the extent such net operating losses, tax basis and other tax attributes are subject to a tax receivable agreement or comparable agreement (for the avoidance of doubt, other than this Agreement) entered into by a member of the Corporate Group or any of its Affiliates pursuant to which any member of the Corporate Group is obligated to pay over amounts with respect to tax benefits resulting from such attributes.

“Subsidiary” means, with respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is the sole general partner interest, or managing member or similar interest, of such other Person.

“Subsidiary Stock” means any stock or other equity interest in any Subsidiary of the Corporation or the LLC that is treated as a corporation for U.S. federal income tax purposes.

“Tax Benefit Payment” is defined in Section 3.1(b).

“Tax Benefit Schedule” is defined in Section 2.3(a).

“Tax Claim” is defined in Section 6.1.

“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to taxes (including any schedules or other attachments thereto), including any information return, claim for refund, disclosure, amended return and declaration of estimated tax.

“Taxable Year” means a taxable year of the Corporation as defined in Section 441(b) of the Code or any similar provisions of U.S. state or local tax Law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is filed), ending on or after the date of the consummation of the IPO.

“Taxing Authority” means any national, federal, state, county, municipal or local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.

“TRA Party” is defined in the recitals to this Agreement.

“TRA Party Approval” means written approval by TRA Parties who would be entitled to receive at least 50% of the Early Termination Payments payable to all TRA Parties hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange (or if no Exchange has occurred, the date of the IPO) prior to such approval (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange).

“TRA Representative” means, with respect to those listed in Annex C, SP SS Aggregator, LLC, a Delaware limited liability company; with respect to those listed in Annex D, SS Management Aggregator, LLC, a Delaware limited liability company.

“Treasury Regulations” means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) and as in effect for the relevant taxable period.

“U.S.” means the United States of America.

“Unit Purchase” is defined in the recitals to this Agreement.

“Units” means Common Units, as defined in the Operating Agreement.

“Valuation Assumptions” means, as of an Early Termination Effective Date, the assumptions that:

(i) subject to clause (iii) below, in each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient to fully use the deductions arising from the Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;

(ii) the U.S. federal income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other applicable Law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates for such Taxable Year has already been enacted into Law and the taxable income of the Corporation will be subject to such maximum applicable tax rates for each Covered Tax; provided that, the combined U.S. state and local income tax rates shall be the Assumed State and Local Tax Rate applicable to the Taxable Year that includes the Early Termination Effective Date;

(iii) any loss carryovers or carrybacks (without duplication) generated by any Basis Adjustment or Imputed Interest (including any such Basis Adjustment or Imputed Interest generated as a result of payments made or deemed to be made under this Agreement) and available (taking into account any known and applicable limitations) as of the Early Termination Effective Date will be used by the Corporation ratably from such Early Termination Effective Date through (A) the scheduled expiration date of such loss carryovers (if any) or (B) if there is no such scheduled expiration, then the Taxable Year that includes the fifth (5th) anniversary of the Early Termination Effective Date (by way of example, if on the Early Termination Effective Date the Corporation had $100 of net operating losses that is scheduled to expire in 5 years, $20 of such net operating losses would be used in each of the 5 consecutive Taxable Years beginning in the Taxable Year that includes such Early Termination Effective Date);

(iv) any non-amortizable assets (including any Subsidiary Stock) will be disposed of on the fifteenth (15th) anniversary of the Early Termination Effective Date;

(v) (vi) if, on the Early Termination Effective Date, any TRA Party has Units that have not been Exchanged, then such Units shall be deemed to be Exchanged for the Market Value of the shares of Class A Common Stock or the amount of cash that would be received by such TRA Party, whichever is lower, had such Units actually been Exchanged on the Early Termination Effective Date; and

(vii) any future payment obligations pursuant to this Agreement that are used to calculate the Early Termination Payment will be satisfied on the date that any Tax Return to which any such payment obligation relates is required to be filed excluding any extensions.

“Voluntary Early Termination” is defined in Section 4.2(a).

Section 1.2 Rules of Construction. Unless otherwise specified herein:

(a) For purposes of interpretation of this Agreement:

(i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.

(ii) Unless specified otherwise, references to an Article, Section or clause refer to the appropriate Article, Section or clause in this Agreement.

(iii) References to dollars or “$” refer to the lawful currency of the U.S.

(iv) The terms “include” or “including” are by way of example and not limitation and shall be deemed followed by the words “without limitation”.

(v) The term “or”, when used in a list of two or more items, means “and/or” and may indicate any combination of the items.

(vi) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(d) Unless otherwise expressly provided herein, (i) references to organizational documents (including the Operating Agreement), agreements (including this Agreement) and other contractual instruments means such organization documents, agreements and other contractual instruments as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof, and (ii) references to any Law (including the Code and the Treasury Regulations) include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II.

DETERMINATION OF REALIZED TAX BENEFIT

Section 2.1 Basis Adjustments; Section 754 Election.

(a) Basis Adjustments. The Parties acknowledge and agree that (i) each Redemption shall be treated as a direct purchase of Units by the Corporation from the applicable TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable U.S. state or local tax Law) (i.e., equivalent to a Direct Exchange) and (ii) each Exchange will give rise to Basis Adjustments.

(b) Section 754 Election. In its capacity as the Manager (as defined in the Operating Agreement), the Corporation shall cause the LLC and each of its Subsidiaries that is treated as a partnership for U.S. federal income tax purposes to have in effect an election under Section 754 of the Code (or any similar provisions of applicable U.S. state or local tax Law) for each Taxable Year in which an Exchange occurs and with respect to which the Corporation has obligations under this Agreement, including for the Taxable Year that includes the date hereof. The Corporation shall take commercially reasonable efforts to cause each Person in which the LLC owns a direct or indirect equity interest (other than a Subsidiary) that is so treated as a partnership to have in effect any such election for each Taxable Year.

Section 2.2 Basis Schedules. Within 150 calendar days after the earlier of (x) the due date, including extensions, of IRS Form 1120 (or any successor form) and (y) filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Parties (in accordance with the notice procedures in Section 7.1 below) a schedule showing, in reasonable detail necessary to perform the calculations required by this Agreement, (a) the actual Tax basis and the Non-Adjusted Tax Basis of the Reference Assets as of each applicable Exchange Date, (b) the Basis Adjustments to the Reference Assets for such Taxable Year, calculated (i) in the aggregate and (ii) solely with respect to each applicable TRA Party, (c) the periods over which the Reference Assets are amortizable or depreciable and (d) the period over which each Basis Adjustment is amortizable or depreciable (such schedule, a “Basis Schedule”). All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this Agreement shall be borne by the LLC. A Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a).

Section 2.3 Tax Benefit Schedules.

(a) Tax Benefit Schedule. Within 150 calendar days after the earlier if (x) the due date (including extensions) of IRS Form 1120 (or any successor form) and (y) filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year, the Corporation shall provide to the TRA Parties (in accordance with the notice procedures in Section 7.1 below) a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment, or lack of a Tax Benefit Payment (and any Realized Tax Detriment), as applicable, for such Taxable Year (a “Tax Benefit Schedule”). For the avoidance of doubt, any Tax Benefit Schedule shall include the applied Assumed State and Local Tax Rate and describe any basis for any change in the Assumed State and Local Tax Rate from the rate specified herein. A Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a).

(b) Applicable Principles. Subject to the provisions hereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in this Section 2.3(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations, and the appropriate provisions of U.S. state and local tax Law, governing

the use, limitation or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, to the extent permitted by applicable Law and except with respect to the portion of any payment attributable to Imputed Interest, all Tax Benefit Payments and payments of Default Rate Interest are intended to be treated and shall be reported for all purposes as subsequent upward purchase price adjustments with respect to the relevant Units purchased by the Corporation from the applicable TRA Parties that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into the calculations contemplated hereunder for such Taxable Year and into future Taxable Years, as appropriate.

Section 2.4 Procedures; Amendments.

(a) Procedures. Each time the Corporation delivers a Schedule to the TRA Parties (in accordance with the notice procedures in Section 7.1 below) under this Agreement, the Corporation shall, with respect to such Schedule, also (i) deliver to the TRA Representatives supporting schedules and work papers, as determined by the Corporation or as reasonably requested by any TRA Representative, that provide a reasonable level of detail regarding relevant data and calculations that were relevant for purposes of preparing the Schedule and (ii) allow the TRA Representatives and their advisors (at no cost) to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by the TRA Representatives, at the Corporation or at the Advisory Firm in connection with a review of relevant information. Without limiting the generality of the preceding sentence, the Corporation shall ensure that any Tax Benefit Schedule that is delivered to the TRA Representatives, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculations of the Actual Tax Liability for the relevant Taxable Year and the Hypothetical Tax Liability for such Taxable Year, and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. A Schedule will become final and binding on the Parties 30 calendar days from the date on which the TRA Representatives first receives the applicable Schedule unless the TRA Representatives, within such period, provides the Corporation with written notice of a material objection (made in good faith) to such Schedule and sets forth in reasonable detail such TRA Representatives’ material objection (an “Objection Notice”) or each TRA Representative provides a written waiver to the Corporation of its right to give an Objective Notice within such period, in which case such Schedule becomes final and binding on the date the Corporation has received waivers from the TRA Representatives. If the Corporation and such TRA Representatives, for any reason, are unable to resolve the issues raised in such Objection Notice within 30 calendar days after receipt by the Corporation of the Objection Notice, the Corporation and the TRA Representatives shall employ the Reconciliation Procedures described in Section 7.8 and the finalization of the Schedule will be conducted in accordance therewith.

(b) Amended Schedule. A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date such Schedule was originally provided to the TRA Representatives, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback of a loss or other tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule in its amended form, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Representatives when the Corporation delivers the next Basis Schedule after the occurrence of an event described in clauses (i) through (vi) (or, in the sole discretion of the Corporation, at an earlier date), and the delivery and finalization of any such Amended Schedule shall, for the avoidance of doubt, be subject to the procedures described in Section 2.4(a). In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.4(a) or, if applicable, Section 7.8, the Amended Schedule shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs; provided, that with respect to any Amended Schedule relating to an event described in clauses (ii), (iii) and (v), such calculation shall compute the Interest Amount in accordance with Section 3.1(b)(vi), and with respect to all Amended Schedules, the Final Payment Date for purposes of computing the Interest Amount and any Default Rate Interest shall be 5 Business Days following the date on which such Amended Schedule becomes final in accordance with Section 2.4(a).

ARTICLE III.

TAX BENEFIT PAYMENTS

Section 3.1 Timing and Amount of Tax Benefit Payments.

(a) Timing of Payments. Subject to Sections 3.2 and 3.3, by the date that is 5 Business Days following the date on which each Tax Benefit Schedule becomes final in accordance with Section 2.4(a) (such date, the “Final Payment Date” in respect of any Tax Benefit Payment), the Corporation shall pay in full to each relevant TRA Party the Tax Benefit Payment as determined pursuant to Section 3.1(b) for the applicable Taxable Year. Each such Tax Benefit Payment shall be made by wire transfer or other electronic payment method of immediately available funds to a bank account or accounts designated by such TRA Party. Without limiting the Corporation’s ability to make offsets against Tax Benefit Payments to the extent permitted under Section 3.4, Section 7.8, or Section 7.15, no TRA Party shall be required under any circumstances to return any Payment or any Default Rate Interest paid by the Corporation to such TRA Party.

(b) Amount of Payments. For purposes of this Agreement, a “Tax Benefit Payment” with respect to any TRA Party means an amount equal to the sum of the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount. No Tax Benefit Payment shall be calculated or made in respect of any estimated tax payments, including any estimated U.S. federal income tax payments.

(i) Attributable. A Net Tax Benefit is “Attributable” to a TRA Party to the extent that it is derived from any Basis Adjustment or Imputed Interest arising as a result of an Exchange undertaken by or with respect to such TRA Party.

(ii) Net Tax Benefit. The “Net Tax Benefit” with respect to a TRA Party for a Taxable Year equals the amount of the excess, if any, of (A) 85% of the Cumulative Net Realized Tax Benefit Attributable to such TRA Party as of the end of such Taxable Year over (B) the aggregate amount of all Tax Benefit Payments previously made to such TRA Party under this Section 3.1 (excluding payments attributable to Interest Amounts).

(iii) Cumulative Net Realized Tax Benefit. The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

(iv) Realized Tax Benefit. The “Realized Tax Benefit” for a Taxable Year equals the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability and the corresponding Hypothetical Tax Liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

(v) Realized Tax Detriment. The “Realized Tax Detriment” for a Taxable Year equals the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability and the corresponding Hypothetical Tax Liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

(vi) Interest Amount. The “Interest Amount” in respect of a TRA Party equals interest on the unpaid amount of the Net Tax Benefit with respect to such TRA Party for a Taxable Year, calculated at the Agreed Rate from the due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the earlier of (A) the date on which no remaining Tax Benefit Payment to the TRA Party is due in respect of such Net Tax Benefit and (B) the applicable Final Payment Date.

(vii) The Parties acknowledge and agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income or other applicable tax purposes. Notwithstanding anything to the contrary in this Agreement, unless the applicable TRA Party notifies the Corporation otherwise, the stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) with respect to any transfer of Units by a TRA Party pursuant to an Exchange shall not exceed the sum of (A) the value of the Class A Common Stock or the amount of cash delivered to the TRA Party, in each case, in the Exchange plus (B) 150% of the Basis Adjustment relating to such Exchange, and the aggregate Payments under this Agreement to such TRA Party (other than amounts accounted for as interest under the Code) shall not exceed the amount described in this clause (B).

Section 3.2 No Duplicative Payments. It is intended that the provisions hereunder will not result in the duplicative payment of any amount (including interest) that may be required under this Agreement. The provisions hereunder shall be consistently interpreted and applied in accordance with that intent.

Section 3.3 Pro-Ration of Payments as Between the TRA Parties.

(a) Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential Covered Tax benefit of the Corporation as calculated with respect to the Basis Adjustments and Imputed Interest (in each case, without regard to the Taxable Year of origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax benefit for the Corporation shall be allocated among the TRA Parties in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had sufficient taxable income. For example, if the Corporation had $200 of aggregate potential Covered Tax benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax benefits attributable to TRA Party A and $150 attributable to TRA Party B), such that TRA Party A would have been entitled to a Tax Benefit Payment of $42.50 and TRA Party B would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had sufficient actual taxable income, and if the Corporation instead had insufficient actual taxable income in such Taxable Year, such that the Covered Tax benefit was limited to $100, then $25 of the aggregate $100 actual Covered Tax benefit for the Corporation for such Taxable Year would be allocated to TRA Party A and $75 would be allocated to TRA Party B, such that TRA Party A would receive a Tax Benefit Payment of $21.25 and TRA Party B would receive a Tax Benefit Payment of $63.75.

(b) Late Payments. If for any reason the Corporation is not able to fully satisfy its payment obligations to make all Tax Benefit Payments due in respect of a particular Taxable Year, then (i) Default Rate Interest will accrue pursuant to Section 5.2, (ii) the Corporation shall pay the available amount of such Tax Benefit Payments (and any applicable Default Rate Interest) in respect of such Taxable Year to each TRA Party pro rata in line with Section 3.3(a) and (iii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments (and any applicable Default Rate Interest) to all TRA Parties in respect of all prior Taxable Years have been made in full.

Section 3.4 Overpayments. Subject to the procedures described in Section 2.4(a), to the extent the Corporation makes a payment to a TRA Party in respect of a particular Taxable Year under Section 3.1(a) in an amount in excess of the amount of such payment that should have been made to such TRA Party in respect of such Taxable Year (taking into account Section 3.3) under the terms of this Agreement, then such TRA Party shall not receive further payments under Section 3.1(a) until such TRA Party has foregone an amount of payments equal to such excess; provided, that for the avoidance of the doubt, no TRA Party shall be required to return any payment paid by the Corporation to such TRA Party.

ARTICLE IV.

TERMINATION

Section 4.1 Early Termination of Agreement; Acceleration Events.

(a) Corporation’s Early Termination Right. With the written approval of a majority of the Independent Directors, the Corporation may terminate this Agreement, as and to the extent provided herein, by paying in full each and every TRA Party the Early Termination Payment (along with any applicable Default Rate Interest) due to such TRA Party.

(b) Acceleration upon Change of Control. In the event of a Change of Control, the Early Termination Payment (calculated as if an Early Termination Notice had been delivered on the date of the Change of Control) shall become due and payable in accordance with Section 4.3 and the Agreement shall terminate, as and to the extent provided herein.

(c) Acceleration upon Breach of Agreement. In the event of a Material Breach, the Early Termination Payment (calculated as if an Early Termination Notice had been delivered on the date of the Material Breach) shall become due and payable in accordance with Section 4.3 and the Agreement shall terminate, as and to the extent provided herein. Subject to the next sentence, the Corporation’s failure to make a Payment (along with any applicable Default Rate Interest) within 60 calendar days of the applicable Final Payment Date (except for all or a portion of such Payment that is being validly disputed in good faith under this Agreement, and then only with respect to the amount in dispute) shall be deemed to constitute a Material Breach. To the extent that any Tax Benefit Payment is not made by the date that is 60 calendar days after the relevant Final Payment Date because the Corporation (i) is prohibited from making such payment under Section 5.1 or the terms of any agreement governing any Senior Obligations or (ii) does not have, and despite using commercially reasonable efforts cannot obtain, sufficient funds to make such payment, such failure will not constitute a Material Breach; provided that (A) such payment obligation nevertheless will accrue for the benefit of the TRA Parties, (B) the Corporation shall promptly (and in any event, within 5 Business Days) pay the entirety of the unpaid amount (along with any applicable Default Rate Interest) once the Corporation is not prohibited from making such payment under Section 5.1 or the terms of the agreements governing the Senior Obligations and the Corporation has sufficient funds to make such payment and (C) the failure of the Corporation to take actions contemplated in clause (B) will constitute a Material Breach; provided further that the interest provisions of Section 5.2 shall apply to such late payment, but, except with respect to a failure of the Corporation to make the payment described in clause (B), the Default Rate shall be replaced by the Agreed Rate.

(d) In the case of a termination pursuant to any of the foregoing paragraphs (a), (b) or (c), upon the Corporation’s payment in full of the Early Termination Payment (along with any applicable Default Rate Interest) to each TRA Party, the Corporation shall have no further payment obligations under this Agreement other than with respect to any Tax Benefit Payments (along with any applicable Default Rate Interest) in respect of any Taxable Year ending prior to the Early Termination Effective Date, and such payment obligations shall survive the termination of, and be calculated and paid in accordance with, this Agreement. If an Exchange subsequently occurs with respect to Units for which the Corporation has paid the Early Termination Payment in full, the Corporation shall have no obligations under this Agreement with respect to such Exchange.

Section 4.2 Early Termination Notice.

(a) If (i) the Corporation chooses to exercise its termination right under Section 4.1(a) (“Voluntary Early Termination”), (ii) a Change of Control has or is reasonably expected to occur or (iii) a Material Breach occurs, the Corporation shall, in each case, deliver to the TRA Representatives a reasonably detailed notice of the Corporation’s decision to exercise such right or the occurrence of such event, as applicable (an “Early Termination Notice”). In the case of an Early Termination Notice delivered with respect to a Voluntary Early Termination, the Corporation may withdraw such Early Termination Notice and rescind its Voluntary Early Termination at any time prior to the time at which any Early Termination Payment is paid.

(b) The Corporation shall deliver a schedule showing in reasonable detail the calculation of the Early Termination Payment (an “Early Termination Schedule”) (i) simultaneously with the delivery of an Early Termination Notice or (ii) in the case of a termination pursuant to Section 4.1(b) or Section 4.1(c), as soon as reasonably practicable following the occurrence of the Change of Control or Material Breach giving rise to such termination. The date on which such Early Termination Schedule becomes final in accordance with Section 2.4(a) shall be the “Early Termination Reference Date”. The applicable Early Termination Schedule shall become final and binding on all parties unless the TRA Representatives, within thirty (30) calendar days after receiving the Early Termination Schedule thereto, provides the Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporation of the Material Objection Notice, the Corporation and the TRA Representatives shall employ the Reconciliation Procedures as described in Section 7.9 of this Agreement.

Section 4.3 Payment upon Early Termination.

(a) Timing of Payment. By the date that is 5 Business Days after the Early Termination Reference Date (such date, the “Final Payment Date” in respect of the Early Termination Payment), the Corporation shall pay in full to each TRA Party an amount equal to the Early Termination Payment Attributable to such TRA Party. Such Early Termination Payment shall be made by the Corporation by wire transfer or other electronic payment method of immediately available funds to a bank account or accounts designated by the applicable TRA Party.

(b) Amount of Payment. The “Early Termination Payment” payable to a TRA Party pursuant to Section 4.3(a) shall equal the present value, discounted at the Agreed Rate and determined as of the Early Termination Reference Date, of all Tax Benefit Payments (other than any Tax Benefit Payments in respect of Taxable Years ending prior to the Early Termination Effective Date) that would be required to be paid by the Corporation to such TRA Party, beginning from the Early Termination Effective Date and using the Valuation Assumptions. For the avoidance of doubt, an Early Termination Payment shall be made to each TRA Party in accordance with this Agreement, regardless of whether such TRA Party has Exchanged all of its Units as of the Early Termination Effective Date.

ARTICLE V.

SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination. Notwithstanding any other provision of this Agreement to the contrary, any payment required to be made by the Corporation to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations owed in respect of indebtedness for borrowed money of the Corporation (but excluding, for the avoidance of doubt, any trade payables, intercompany debt or other similar obligations) (“Senior Obligations”) and shall rank pari passu in right of payment with all current or future obligations of the Corporation that are not Senior Obligations. To the extent the Corporation incurs, creates or assumes any Senior Obligations after the date hereof, the Corporation shall make commercially reasonable efforts to ensure that such indebtedness permits the Tax Benefit Payments payable hereunder to be paid. The Corporation shall use commercially reasonable efforts not to enter into any agreement after the date hereof if a principal purpose of such agreement is to restrict in any material respect the Tax Benefit Payments payable hereunder. Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Corporation enters into future Tax receivable or other similar agreements (each, a “Future TRA”), the Corporation shall ensure that the terms of any such Future TRA shall provide that the Tax attributes subject to this Agreement shall be senior in priority in all respects to any Tax attributes subject to any such Future TRA for purposes of calculating the amount and timing of payments under any such Future TRA.

Section 5.2 Late Payments by the Corporation. Subject to the proviso in the third sentence of Section 4.1(c), the amount of any Payment not made to any TRA Party by the applicable Final Payment Date shall be payable together with Default Rate Interest, calculated at the Default Rate and accruing on the amount of the unpaid Payment from the applicable Final Payment Date until the date on which the Corporation makes such Payment to such TRA Party; provided, further, that if any unpaid portion of any Tax Benefit Payment is the subject of a Reconciliation Dispute and is finally determined in such Reconciliation Dispute to be due and payable, then interest shall accrue on such unpaid portion at the Default Rate (in place of the Agreed Rate) from the date that is thirty (30) days following the due date for the applicable Tax Benefit Schedule until the date of actual payment.

ARTICLE VI.

TAX MATTERS; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation or the LLC, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes, subject to a requirement that the Corporation shall (and shall cause the Solo Group to) act in good faith in connection with its control of any matter which is reasonably expected to affect any TRA Parties’ rights and obligations under the Agreement. Notwithstanding the foregoing, the Corporation shall notify the TRA Representatives of, and keep the TRA Representatives reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, the LLC or any of their Subsidiaries, the outcome of which is reasonably expected to materially adversely affect the relevant TRA Parties’ rights and obligations

under this Agreement (any “Tax Claim”), and any relevant TRA Representative shall have the right to participate in, to comment and input on, and to monitor at its own expense (but not to control) any such portion of any such audit; provided further, that neither the Corporation nor the LLC shall be required to take any action, or refrain from taking any action, that is inconsistent with any provision of the Operating Agreement; provided, further, that the Corporation shall not settle or fail to contest any issue pertaining to Taxes or Tax matters where such settlement or failure to contest would reasonably be expected to materially adversely affect such TRA Parties’ rights and obligations under this Agreement without the written consent of the applicable TRA Representatives, such consent not to be unreasonably withheld, conditioned, or delayed.

Section 6.2 Consistency. Except upon the written advice of the Advisory Firm (and the consent of the TRA Representatives, such consent not to be unreasonably withheld, conditioned, or delayed) and except for items that are explicitly described as “deemed” or treated in a similar manner by the terms of this Agreement, all calculations and determinations made hereunder, including any Basis Adjustments, the Schedules and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies and positions taken by the Corporation and the LLC on their respective Tax Returns. Each TRA Party shall prepare its Tax Returns in a manner consistent with the terms of this Agreement and any related calculations or determinations made hereunder, including the terms of Section 2.1 and the Schedules provided to each such TRA Party, except as otherwise required by Law or a Determination. If the Corporation and any TRA Party, for any reason, are unable to successfully resolve any disagreement with respect to the foregoing within sixty (60) calendar days, the Corporation and such TRA Party shall employ the Reconciliation Procedures under Section 7.8 or the Resolution of Dispute procedures under Section 7.7, as applicable, unless otherwise agreed by the Corporation and such TRA Party. In the event that an Advisory Firm is replaced with another Advisory Firm acceptable to the Audit Committee and the TRA Representatives, the Parties shall cause such replacement Advisory Firm to perform its services necessitated by this Agreement using procedures and methodologies consistent with those of the previous Advisory Firm, unless otherwise required by applicable Law or a Determination or unless the Corporation and the TRA Representatives agree to the use of other procedures and methodologies.

Section 6.3 Cooperation.

(a) Each TRA Party shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return of The LLC or any of its Subsidiaries or contesting or defending any related audit, examination or controversy with any Taxing Authority, (ii) make itself available to the Corporation and its representatives to provide explanations of documents and materials and such other information as the Corporation or its representatives may reasonably request in connection with any of the matters described in clause (i) above and (iii) reasonably cooperate in connection with any such matter. The Corporation shall use reasonable efforts to refrain from, without the prior written consent of the TRA Representatives, such consent not to be unreasonably withheld, conditioned, or delayed, knowingly taking any action that has the primary purpose of circumventing the achievement or attainment of any Tax Benefit Payment under this Agreement.

(b) The LLC shall reimburse the TRA Parties for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to Section 6.3(a).

ARTICLE VII.

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and (i) delivered personally, (ii) sent by e-mail or (iii) sent by overnight courier, in each case, addressed as follows:

If to the Corporation, to:

Solo Brands, Inc.

1070 S. Kimball Ave. Suite 121

Southlake, TX 76092

Attn: Kent Christensen

E-mail: ####.###########@#########.###

with a copy (which shall not constitute notice to the Corporation) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Adam Gelardi

Email: ####.#######@##.###

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02116

Attention: John Chory

Email: ####.#####@##.###

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Ian Schuman

Email: ###.#######@##.###

If to any TRA Party or TRA Representative, to the address and e-mail address specified on such TRA Party’s signature page to the applicable Joinder, or, if applicable, the address and e-mail address on file with the Corporation of such TRA Party’s applicable TRA Representative. For the avoidance of doubt, notice to an applicable TRA Representative shall constitute notice to a TRA Party.

Unless otherwise specified herein, such notices, requests, consents or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) 2 Business Days after being sent by overnight courier. Each of the Parties shall be entitled to specify a different address by giving notice as aforesaid to each of the other Parties.

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by e-mail transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Operating Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions hereunder shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner.

Section 7.5 Assignments; Amendments; Successors; No Waiver.

(a) Assignment. No TRA Party may assign, sell, pledge or otherwise alienate or transfer any interest in this Agreement, including the right to receive any payments under this Agreement, to any Person without the prior written consent of the Corporation, which consent shall not be unreasonably withheld, conditioned or delayed, and without such Person executing and delivering a Joinder agreeing to succeed to the applicable portion of such TRA Party’s interest in this Agreement and to become a Party for all purposes of this Agreement (the “Joinder Requirement”). Notwithstanding the foregoing, (i) if any TRA Party sells, exchanges, distributes or otherwise transfers Units to any Person (other than the Corporation or the LLC) in accordance with the terms of the Operating Agreement, such TRA Party shall have the option to assign to such transferee of such Units its rights under this Agreement with respect to such transferred Units; provided that such transferee has satisfied the Joinder Requirement and (ii) once the IPO or an Exchange has occurred, any and all payments that may become payable to a TRA Party pursuant to this Agreement with respect to such IPO or such Exchange may be assigned to any Person or Persons, without the consent of the Corporation, as long as any such Person has satisfied the Joinder Requirement. For the avoidance of doubt, if a TRA Party transfers Units in accordance

with the terms of the Operating Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. The Corporation may not assign any of its rights or obligations under this Agreement to any Person (other than in connection with an assignment pursuant to Section 7.5(c)) without TRA Party Approval and the consent of the TRA Representatives, such approval and consent not to be unreasonably withheld, conditioned or delayed (and any purported assignment without such consent shall be null and void). No TRA Representative may assign, sell, pledge or otherwise alienate or transfer any interest in this Agreement in its capacity as a TRA Representative to any Person other than a Permitted Transferee (as defined in the Third Amended and Restated Limited Liability Company Agreement of The LLC dated as of the date hereof). Notwithstanding anything to the contrary, if more than 50% of the economic interest of the TRA Parties represented by an applicable TRA Representative as of the date hereof or their Permitted Transferees (as defined in the Third Amended and Restated Limited Liability Company Agreement of The LLC dated as of the date hereof)) are no longer entitled to payments under this Agreement, such TRA Representative shall cease to be a TRA Representative for all purposes under this Agreement.

(b) Amendments. No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation with TRA Party Approval; provided, that an amendment of the definition of Change of Control will also require the written approval of a majority of the Independent Directors.

(c) Successors. All of the terms and provisions hereunder shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties and their respective successors, assigns, heirs, executors, administrators and legal representatives, unless otherwise provided for hereunder. The Corporation shall require and cause any direct or indirect successor (whether by equity purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

(d) Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 7.6 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.7 Resolution of Disputes; Governing Law.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any suit, dispute, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be heard in the state or federal courts of the State of Delaware, and the parties hereby consent to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT) AND SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY AT THE ADDRESS REFERRED TO IN SECTION 7.1 (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH WRITTEN NOTICE OF SUCH SERVICE TO SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH PARTY.

(b) Each Party irrevocably and unconditionally waives, to the fullest extent permitted by Law, (i) any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 7.7 and (ii) the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

(c) Each Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

(d) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITH THE ADVICE OF ITS COUNSEL, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING, WHETHER A CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD PARTY CLAIM, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 7.8 Reconciliation Procedures.

(a) In the event that the Corporation and any TRA Representative are unable to resolve a disagreement with respect to a Schedule (including an Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable Parties shall, within 15 calendar days of the commencement of a Reconciliation Dispute, mutually select an expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm (other than the Advisory Firm), and unless the Corporation and such

TRA Representative agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Representative or TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such 15 calendar-day time period, then the Corporation and the relevant TRA Representative shall cause the Expert to be selected by the International Chamber of Commerce Centre for Expertise, which shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) a Basis Schedule, Early Termination Schedule or an amendment to either within 30 calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within 15 calendar days or, in each case, as soon thereafter as is reasonably practicable after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 or a dispute within the meaning of Section 7.7 shall be decided and resolved as a Dispute subject to the procedures set forth in Section 7.7.

(b) The sum of (a) the costs and expenses relating to (i) the engagement (and, if applicable, selection by the arbitration panel) of such Expert and (ii) if applicable, amending any Tax Return in connection with the decision of such Expert and (b) the reasonable out-of-pocket costs and expenses of the Corporation and the TRA Representative incurred in the conduct of such proceeding described in Section 7.8(a) shall be allocated between the Corporation, on the one hand, and the TRA Representative, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert that is unsuccessfully disputed by each such party (as finally determined by the Expert) bears to the total amount of such disputed items so submitted, and each such party shall promptly reimburse the other party for the excess that such other party has paid in respect of such costs and expenses over the amount it has been so allocated. The Corporation may withhold payments under this Agreement to collect amounts due under the preceding sentence.

Section 7.9 Withholding. The Corporation and its Affiliates shall be entitled to deduct and withhold from any payment that is payable to any TRA Party pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment by applicable Law, provided that the Corporation (i) gives ten (10) days advance written notice of its intention to make such withholding to the TRA Party, (ii) identifies the legal basis requiring such withholding and (iii) gives the TRA Party an opportunity to establish that such withholding is not legally required or may be reduced. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing Authority by the Corporation, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid by the Corporation to the relevant TRA Party in respect of whom the deduction and withholding was made. Each TRA Party shall promptly provide the Corporation with any applicable tax forms and certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings are required by applicable Law.

Section 7.10 Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets.

(a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax Law, then (i) the provisions hereunder shall be applied with respect to the group as a whole, and (ii) Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If the Corporation or any member of the Solo Group transfers one or more Reference Assets to a Person treated as a corporation for U.S. federal income tax purposes (with which, in the case of the Corporation, the Corporation does not file a consolidated Tax Return pursuant to Section 1501 of the Code or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax Law), such transferor, for purposes of calculating the amount of any Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by the Corporation or Solo Group member, as the applicable transferor, shall be equal to the fair market value of the transferred asset plus the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.10, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation or any member of a group described in Section 7.10(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning of Section 368(a) of the Code) in which such entity does not survive, pursuant to a contribution described in Section 351(a) of the Code or pursuant to any other transaction to which Section 381(a) of the Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation or any member of the group described in Section 7.10(a) (other than any such member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section 1501 of the Code or other applicable sections of the Code governing affiliated or consolidated groups), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) pursuant to this Section 7.10(b). Notwithstanding the foregoing, if the TRA Parties (individually or collectively) either have the right to designate a majority of the Board or otherwise have at least a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, this Section 7.10(b) shall only apply with respect to any such transfer of one or more Reference Assets to such a corporation to the extent that such transfer has been approved by a majority of the Independent Directors. Notwithstanding any other provision of this Agreement, if the Corporation acquires one or more assets that, as of any Exchange Date, have actually been acquired by such Exchange Date but have not been contributed to the LLC (other than the Corporation’s interests in the Solo Group) (such assets, “Excluded Assets”), then all Tax Benefit Payments due hereunder shall be computed as if such assets had been contributed to the LLC on the date such assets were first acquired by the

Corporation, as applicable; provided, however, that if an Excluded Asset consists of stock in a corporation, then, for purposes of this Section 7.10(b), such corporation (and any corporation Controlled by such corporation) shall be deemed to have contributed its assets to the LLC on the date on which Corporation acquired stock of such corporation; provided further, that notwithstanding anything to the contrary, this sentence shall not apply to the extent that as of any Exchange Date the Corporation is in the process of contributing such Excluded Assets to the LLC as soon as commercially and legally possible.

Section 7.11 Confidentiality.

(a) Each of the TRA Parties agrees to hold the Corporation’s Confidential Information in confidence and may not disclose or use such information except as otherwise authorized separately in writing by the Manager. “Confidential Information” as used herein includes all information concerning the Corporation, the LLC or their Subsidiaries, in whatever form, whether written, electronic or oral, including, but not limited to, ideas, financial product structuring, business strategies, innovations and materials, all aspects of the Corporation’s and/or the LLC’s business plan, proposed operation and products, corporate structure, financial and organizational information, analyses, proposed partners, software code and system and product designs, employees and their identities, equity ownership, the methods and means by which either the Corporation or the LLC plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property associated with the Corporation’s and/or the LLC’s business. With respect to each TRA Party, Confidential Information does not include information or material that: (a) is, or becomes, generally available to the public other than as a direct or indirect result of a disclosure by such TRA Party or its Affiliates or representatives; (b) is, or becomes, available to such TRA Party from a source other than the Corporation, the LLC’s or their representatives, provided that such source is not, and was not, known to such TRA Party to be bound by a confidentiality agreement with, or any other contractual, fiduciary or other legal obligation of confidentiality to, the Corporation, the LLC or any of their Affiliates or representatives; (c) is approved for release by written authorization of the Chief Executive Officer, Chief Financial Officer or General Counsel of the LLC or of the Corporation, or any other officer designated by the Manager; (d) is or becomes independently developed by such TRA Party without use of or reference to the Confidential Information or (e) is information necessary for a TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns.

(b) Solely to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement, each of the TRA Parties may disclose Confidential Information to its Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents, on the condition that such Persons keep the Confidential Information confidential to the same extent as such TRA Party is required to keep the Confidential Information confidential; provided, that such TRA Party shall remain liable with respect to any breach of this Section 7.11 by any such Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents (as if such Persons were party to this Agreement for purposes of this Section 7.11).

(c) Notwithstanding Section 7.11(a) or Section 7.11(b), each of the TRA Parties may disclose Confidential Information (i) to the extent that such TRA Party is required by Law (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, (ii) for purposes of reporting to its stockholders and direct and indirect equity holders (each of whom are bound by customary confidentiality obligations) the performance of The LLC and its Subsidiaries and for purposes of including applicable information in its financial statements to the extent required by applicable Law or applicable accounting standards; or (iii) to any bona fide prospective purchaser of the equity or assets of a TRA Party, or the Units held by such TRA Party (provided, in each case, that such TRA Party determines in good faith that such prospective purchaser would be a Permitted Transferee (as defined in the Third Amended and Restated Limited Liability Company Agreement of The LLC dated as of the date hereof)), or a prospective merger partner of such TRA Party (provided, that (i) such Persons will be informed by such member of the confidential nature of such information and shall agree in writing to keep such information confidential in accordance with the contents of this Agreement and (ii) each TRA Party will be liable for any breaches of this Section 7.11 by any such Persons (as if such Persons were party to this Agreement for purposes of this Section 7.11)). Notwithstanding any of the foregoing, nothing in this Section 7.11 will restrict in any manner the ability of the Corporation to comply with its disclosure obligations under Law, and the extent to which any Confidential Information is necessary or desirable to disclose.

(d) Notwithstanding anything to the contrary herein, the TRA Parties and each of their assignees (and each employee, representative or other agent of the TRA Parties or their assignees, as applicable) may disclose at their discretion to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Corporation, the TRA Parties and any of their transactions, and all materials of any kind (including tax opinions or other tax analyses) that are provided to the TRA Parties relating to such tax treatment and tax structure.

Section 7.12 Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in Law, a TRA Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such TRA Party (or direct or indirect equity holders in such TRA Party) in connection with any Exchange to be treated as ordinary income (other than with respect to assets described in Section 751(a) of the Code) rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax consequences to such TRA Party or any direct or indirect owner of such TRA Party, then, at the written election of such TRA Party in its sole discretion (in an instrument signed by such TRA Party and delivered to the Corporation) and to the extent specified therein by such TRA Party, this Agreement shall cease to have further effect and shall not apply to an Exchange occurring after a date specified by such TRA Party, or may be amended in a manner reasonably determined by such TRA Party; provided that such amendment shall not result in an increase in any payments owed by the Corporation under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment; provided, further, that for the avoidance of doubt, such amendment shall not be treated as a termination of this Agreement that results in an Early Termination Payment obligation to the Corporation.

Section 7.13 Independent Nature of Rights and Obligations. The rights and obligations of each TRA Party hereunder are several and not joint with the rights and obligations of any other Person. A TRA Party shall not be responsible in any way for the performance of the obligations of any other Person hereunder (other than its Affiliates or representatives as described herein), nor shall a TRA Party have the right to enforce the rights or obligations of any other Person hereunder (other than obligations of the Corporation). The obligations of a TRA Party hereunder are solely for the benefit of, and shall be enforceable solely by, the Corporation. Nothing contained herein or in any other agreement or document delivered in connection herewith, and no action taken by any TRA Party pursuant hereto or thereto, shall be deemed to constitute the TRA Parties acting as a partnership, association, joint venture or any other kind of entity, or create a presumption that the TRA Parties are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby.

Section 7.14 TRA Representatives.

(a) Appointment. Without further action of any of the Corporation, the TRA Representatives or any TRA Party, the TRA Representatives are hereby irrevocably constituted and appointed to act as the sole representative, agent and attorney-in-fact for the applicable TRA Parties listed on the applicable Annex and their successors with respect to the taking by the TRA Representatives of any and all actions and the making of any decisions required or permitted to be taken by the TRA Representatives under this Agreement. The power of attorney granted herein is coupled with an interest and is irrevocable and may be delegated by the TRA Representatives. No bond shall be required of the TRA Representatives, and the TRA Representatives shall receive no compensation for their services.

(b) Limitation on Liability of TRA Representatives. A TRA Representative shall not be liable to any TRA Party or other TRA Representative for any act arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent any liability, loss, damage, penalty, fine, cost or expense is actually incurred by such TRA Party as a proximate result of the gross negligence, bad faith or willful misconduct of the TRA Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment). A TRA Representative shall not be liable for, and shall be indemnified by its applicable TRA Parties (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the TRA Representative (and any cost or expense incurred by the TRA Representative in connection therewith and herewith) arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the gross negligence, bad faith or willful misconduct of the TRA Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall any TRA Party be obligated to indemnify the TRA Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such TRA Party hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such TRA Party. Each TRA Parties’ receipt of any and all benefits to which such TRA Party is entitled under this Agreement, if any, is conditioned upon and subject to such TRA Parties’ acceptance of all obligations, including the obligations of this Section, applicable to such TRA Party under this Agreement.

(c) Actions of the TRA Representative. Any decision, act, consent or instruction of any TRA Representative shall constitute a decision of all applicable TRA Parties whom such TRA Representative represents, and shall be final, binding and conclusive upon each such TRA Party, and the Corporation may rely upon any decision, act, consent or instruction of the TRA Representative as being the decision, act, consent or instruction of each such TRA Party. The Corporation is hereby relieved from any liability to any person for any acts done by the Corporation in accordance with any such decision, act, consent or instruction of the TRA Representative.

(d) Consistency(e) . Notwithstanding anything to the contrary in this Agreement, in the event that the consent (not to be unreasonably withheld, conditioned or delayed) of any TRA Representatives is required pursuant to this Agreement and all TRA Representatives are not in agreement as to whether such consent shall be granted or denied, such TRA Representatives shall negotiate in good faith to resolve such dispute. In the event the TRA Representatives cannot successfully resolve their dispute, the TRA Representatives shall employ the Reconciliation Procedures as described in Section 7.9 of this Agreement.

Section 7.15. Operating Agreement. To the extent this Agreement imposes obligations on the LLC, this Agreement shall be treated as part of the Operating Agreement as described in Section 761(c) of the Code and sections 1.761-1(c) and 1.704-1(b)(2)(ii)(h) of the Treasury Regulations.

[Signature Page Follows This Page]

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.


SOLO BRANDS, INC., AS THE CORPORATION

By:
Name:		[...]
Title:		[...]

SOLO STOVE HOLDINGS, LLC

By: Solo Brands, Inc., as its sole Managing TRA Party

By:
Name:		[...]
Title:		[...]

[Signature Page to Tax Receivable Agreement]

[ADDITIONAL SIGNATURE PAGES TO BE ADDED]

Annex A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of [ • ], 20[ • ] (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [ • ], 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”), by and among Solo Brands, Inc., a Delaware corporation (the “Corporation”), Solo DTC Brands, LLC, a Delaware limited liability company (the “LLC”), and each of the TRA Parties from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.

1. Joinder to the Tax Receivable Agreement. The undersigned hereby represents and warrants to the Corporation that, as of the date hereof, the undersigned has been assigned an interest in the Tax Receivable Agreement from a TRA Party.

2. Joinder to the Tax Receivable Agreement. Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a TRA Party under the Tax Receivable Agreement and a Party thereto, with all the rights, privileges and responsibilities of a TRA Party thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.

3. Incorporation by Reference. All terms and conditions of the Tax Receivable Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.

4. Address. All notices under the Tax Receivable Agreement to the undersigned shall be direct to:

[Name]

[Address]

[City, State, Zip Code]

Attn:

E-mail:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.


[NAME OF NEW PARTY]

By:
Name:
Title:


Acknowledged and agreed as of the date first set forth above:

SOLO BRANDS, INC.

By:
Name:
Title:

Annex B

TRA Parties

[ • ]

Annex C

TRA Parties Represented by SP SS Aggregator, LLC

[ • ]

Annex D

TRA Parties Represented by SS Management Aggregator, LLC

[ • ]

Exhibit 10.2

Execution Version

SOLO STOVE HOLDINGS, LLC

REGISTRATION AGREEMENT

THIS REGISTRATION AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2020, by and among Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), the Persons listed on the Schedule of Summit Investors attached hereto (collectively referred to herein as the “Summit Investors” and individually as an “Summit Investor”) and the Persons listed on the Schedule of Other Investors attached hereto (collectively referred to herein as the “Other Investors” and individually as an “Other Investor”). Holdings, the Summit Investors and the Other Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 11 or, if not defined therein, the meanings set forth in the Holdings LLC Agreement.

WHEREAS, the Summit Investors and the Other Investors are acquiring Common Units and, in connection therewith, Holdings has agreed to provide the registration rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Demand Registrations.

1A. Requests for Registration. Subject to the terms and conditions of this Agreement, at any time and from time to time, the holders of a majority of the Summit Investor Registrable Securities then outstanding may (i) request registration under the Securities Act of all or any portion of their Summit Investor Registrable Securities on Form S-1 (including a Shelf Registration) or any similar long-form registration (“Long-Form Registrations”) in accordance with Section 1B or (ii) if available, request registration under the Securities Act of all or any portion of their Summit Investor Registrable Securities on Form S-3 (including a Shelf Registration) or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 1C. All registrations requested pursuant to this Section 1A by the holders of Registrable Securities are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Summit Investor Registrable Securities requested to be registered and the intended method of distribution. Within ten (10) days after receipt of any such request, Holdings shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of Section 1D, shall include in such registration (and in all related registrations and qualifications under state blue sky Laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which Holdings has received written requests for inclusion therein within (i) twenty (20) days after the receipt of Holdings’ notice with respect to Long-Form Registrations and (ii) ten (10) days after the receipt of Holdings’ notice with respect to Short-Form Registrations; provided that, with the consent of the holders of a majority of the Summit Investor Registrable Securities, Holdings may instead provide notice of the Demand Registration to all other holders within three (3) business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement.

1B. Long-Form Registrations. The holders of a majority of the Summit Investor Registrable Securities then outstanding shall be entitled to three (3) Long-Form Registrations; provided that the aggregate offering value of the Summit Investor Registrable Securities requested to be registered in any Long-Form Registration must be at least $10,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Holdings shall pay all Registration Expenses with respect to Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations provided for in this Section 1B until it has become effective and unless the holders of Summit Investor Registrable Securities are able to register and sell at least ninety percent (90%) of the Summit Investor Registrable Securities requested to be included in such registration; provided that in any event Holdings shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration counts against the total number of Long-Form Registrations provided for in this Section 1B; provided further that no Demand Registration shall be deemed to be a Long-Form Registration whenever Holdings is permitted to use any applicable short form unless the holders of Summit Investor Registrable Securities specifically request a Long-Form Registration. If the holders of a majority of the Summit Investor Registrable Securities initially requesting a Long- Form Registration request that such Long-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and if Holdings is qualified to do so, then Holdings shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities initially requesting registration.

1C. Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1B, the holders of a majority of the Summit Investor Registrable Securities then outstanding shall be entitled to an unlimited number of Short-Form Registrations in which Holdings shall pay all Registration Expenses, whether or not any such registration has become effective; provided that the aggregate offering value of the Summit Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $1,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Demand Registrations shall be Short-Form Registrations whenever Holdings is permitted to use any applicable short form (unless Holdings is required to file a Long-Form Registration pursuant to Section 1B) and if the managing underwriters (if any) agree to use a Short-Form Registration. After Holdings has become subject to the reporting requirements of the Exchange Act, Holdings shall use its reasonable best efforts to make Short -Form Registrations available for the sale of Registrable Securities. If the holders of a majority of the Summit Investor Registrable Securities initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to Rule 415, and if Holdings is qualified to do so, then Holdings shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an Automatic Shelf Registration Statement. If for any reason Holdings is not a WKSI or becomes ineligible to utilize Form S-3, then Holdings shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) one or more registration statements on such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities initially requesting registration.

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1D. Shelf Registrations.

(i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the holders of a majority of the Summit Investor Registrable Securities will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Summit Investor Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The holders of a majority of the Summit Investor Registrable Securities may make such election by delivering to Holdings a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) business days after receipt of a Shelf Offering Notice, Holdings will give written notice of such Shelf Offering Notice to all other holders of Registrable Securities, who will be identified as selling stockholders in such Shelf Registration Statement. Holdings, subject to Section 1E and Section 8, will include in such Shelf Offering all Shelf Registrable Securities and Other Registrable Securities available for sale pursuant to such registration statement with respect to which Holdings has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities and such Other Registrable Securities intended to be disposed of by such holder) within seven (7) days after the receipt of the Shelf Offering Notice. Holdings will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1E, use its reasonable best efforts to facilitate such Shelf Offering.

(ii) If the holders of a majority of the Summit Investor Registrable Securities wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the time periods set forth in Section 1D(i), such holders of a majority of the Summit Investor Registrable Securities will notify Holdings of the block trade Shelf Offering not less than two (2) business days prior to the day such offering is to commence. Holdings will promptly provide written notice to the other holders of Registrable Securities of such block trade Shelf Offering and such other holders may elect whether or not to participate no later than the next business day (i.e. one (1) business day prior to the day such offering is to commence) (unless a longer period is agreed to by the holders of a majority of the Summit Investor Registrable Securities), and Holdings will as expeditiously as possible use its best efforts to facilitate such offering (which may close as early as two (2) business days after the date it commences).

(iii) Holdings will, at the request of the holders of a majority of the Summit Investor Registrable Securities, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the holders of a majority of the Summit Investor Registrable Securities to effect such Shelf Offering.

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1E. Priority on Demand Registrations and Shelf Offering. Holdings shall not include in any Demand Registration that is an underwritten offering any securities that are held by an employee of Holdings or any of its Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters and shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Summit Investor Registrable Securities included in such registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise Holdings in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Summit Investor Registrable Securities initially requesting such Demand Registration, then Holdings shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the number of Registrable Securities requested to be included in such registration, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor Registrable Securities to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

1F. Restrictions on Demand Registrations and Shelf Offerings. Holdings shall not be obligated to effect any Demand Registration within one hundred eighty (180) days after the effective date of Holdings’ Initial Public Offering or within ninety (90) days after the effective date of a previous Long-Form Registration. Holdings may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities and Other Registrable Securities available for sale pursuant to such registration statement) if Holdings’ board of managers (or any successor governing body) reasonably determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by Holdings or any of its Subsidiaries to engage in any material financing, sale, acquisition of assets (other than in the ordinary course of business) or securities, or any material recapitalization, merger, consolidation, tender offer, reorganization or similar material transaction; provided that in such event, the holders of Summit Investor Registrable Securities initially requesting such Demand Registration or Shelf Offering shall be entitled to withdraw such request; provided further that, if a request for a Long-Form Registration is so withdrawn, such Demand Registration shall not count against the total number of Long-Form Registrations provided for in Section 1B, and Holdings shall pay all Registration Expenses in connection with such registration. Holdings may delay a Demand Registration or Shelf Offering hereunder only once in any consecutive twelve (12) month period.

1G. Selection of Underwriters. Holdings shall have the right to select the investment banker(s) and manager(s) to administer Holdings’ Initial Public Offering, subject to the approval of the holders of a majority of the Summit Investor Registrable Securities, which approval shall not be unreasonably withheld, conditioned or delayed. If any Demand Registration (other than Holdings’ Initial Public Offering) is an underwritten offering, then the holders of a majority of the Summit Investor Registrable Securities initially requesting such Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer such offering, subject to Holdings’ approval, which approval shall not be unreasonably withheld, conditioned or delayed.

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1H. Other Registration Rights. Holdings represents and warrants that neither it nor any of its Subsidiaries is a party to, or otherwise bound by, any other agreement granting registration rights to any other Person with respect to any securities of Holdings or any of its Subsidiaries. Except as provided to the holders of Registrable Securities in this Agreement, Holdings shall not grant to any Persons the right to request Holdings to register any equity securities of Holdings, or any securities, options or rights convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Summit Investor Registrable Securities then outstanding; provided that Holdings may grant rights to participate in any Piggyback Registrations so long as such rights are subordinate in priority to the rights of the holders of Registrable Securities with respect to Piggyback Registrations, as provided in Section 2C and Section 2D, and not otherwise inconsistent with the terms and conditions hereof.

1I. Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the effective date of the registration statement relating to a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, the holders of a majority of the Summit Investor Registrable Securities may revoke such notice of a Demand Registration or Shelf Offering Notice on behalf of all holders participating in such Demand Registration or Shelf Offering without liability to such holders and without counting against any limited number of Demand Registrations, in each case by providing written notice to Holdings.

1J. Confidentiality. Each holder agrees to treat as confidential the receipt of any notice hereunder (including notice of a Demand Registration and a Shelf Offering Notice) and the information contained therein, and not to disclose or use the information contained in any such notice (or the existence thereof) without the prior written consent of Holdings until such time as the information contained therein is or becomes available to the public generally (other than as a result of disclosure by such holder in breach of the terms of this Agreement).

Section 2. Piggyback Registrations.

2A. Right to Piggyback. Whenever Holdings proposes to register any of its securities (including any registration of Holdings’ securities proposed by any third-party) for sale for cash under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-8 or any successor form) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Holdings shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Section 2C and Section 2D, shall include in such registration (and in all related registrations or qualifications under blue sky Laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which Holdings has received written requests for inclusion therein within twenty (20) days after the receipt of Holdings’ notice; provided that Holdings shall not include in any Piggyback Registration that is an underwritten offering any securities that are held by an employee of Holdings or any of its Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters.

2B. Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by Holdings in all Piggyback Registrations, whether or not any such registration has become effective.

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2C. Priority on Primary Piggyback Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of Holdings and the managing underwriters advise Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of such offering, then Holdings shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the securities Holdings proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor Registrable Securities to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

2D. Priority on Secondary Piggyback Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Holdings’ securities (other than holders of Registrable Securities) and the managing underwriters advise Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities that can be sold within a price range acceptable to the holders of Holdings’ securities initially requesting such registration, then Holdings shall include in such registration only that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the number of Registrable Securities requested to be included in such registration, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Summit Investor Registrable Securities to be included in such registration have consented to in writing, that in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

2E. Selection of Underwriters. If any Piggyback Registration is an underwritten offering, then the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Summit Investor Registrable Securities requested to be included in such Piggyback Registration, such approval not to be unreasonably withheld, conditioned or delayed.

Section 3. Holdback Agreements.

3A. No holder of Registrable Securities shall (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of Holdings or any of its Subsidiaries, or any securities convertible into or exchangeable or exercisable for such securities (including equity securities of Holdings or any of its Subsidiaries that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the SEC but excluding any such securities purchased by such holder in the applicable Public Offering or in the open market following Holdings’ Initial Public Offering) (collectively, “Securities”), (ii) enter into a transaction that would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of

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the economic consequences or ownership of any Securities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each of clauses (i), (ii) and (iii) above, a “Securities Transaction”), or (iv) publicly disclose the intention to enter into any Securities Transaction, in any such case during the period beginning seven (7) days prior to the effective date of Holdings’ Initial Public Offering (or, if agreed to by the holders of a majority of the Summit Investor Registrable Securities, beginning with the initial filing of the registration statement under the Securities Act with respect to Holdings’ intended Initial Public Offering) and ending one hundred eighty (180) days after the effective date of Holdings’ Initial Public Offering (the “IPO Holdback Period”), except as part of such Initial Public Offering, unless the underwriters managing the Initial Public Offering otherwise agree in writing. In connection with the first underwritten Demand Registrations following Holdings’ Initial Public Offering, if (and only if) all of the holders of Summit Investor Registrable Securities execute a lock-up agreement providing for comparable restrictions (it being understood the holders of Summit Investor Registrable Securities shall have no obligation to do so), then no holder of Registrable Securities shall effect any Securities Transaction during the period beginning with the filing of a registration statement under the Securities Act with respect to such intended underwritten public offering and ending ninety (90) days after the effective date of such underwritten registration (the “Follow-On Holdback Period”), except as part of such underwritten registration, unless the underwriters managing such registered public offering otherwise agree in writing. If requested by the managing underwriters, then each applicable holder of Registrable Securities agrees to execute customary lock-up agreements consistent with the applicable foregoing obligations with the managing underwriters of an underwritten offering. In connection with any such lock-up, if any holder of Summit Investor Registrable Securities is released by the underwriters prior to the end of the applicable hold-back period, then each holder of Registrable Securities that is an Institutional Investor shall be released pro rata in the same proportion as the holders of Summit Investor Registrable Securities are released. Notwithstanding the foregoing, this Section 3A shall not be applicable to or otherwise be binding on the holders of Registrable Securities that are Institutional Investors unless Holdings complies with its obligations under Section 3B in connection with any such offering. Holdings may impose stop-transfer instructions with respect to its equity securities subject to the foregoing restriction during any IPO Holdback Period or the Follow-On Holdback Period to the extent consistent with the foregoing. For purposes of this Agreement, “Institutional Investor” shall mean the Summit Investors, the Bertram Investors, Jan Brothers Holdings, Inc., other holders of at least [5]% of the Registrable Securities as of the date hereof.

3B. Holdings (i) shall not file any registration statement for any public sale or distribution of its Securities, or cause any such registration statement to become effective, or effect any Securities Transaction, during the IPO Holdback Period or the Follow-On Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), and (ii) shall exercise reasonable best efforts to cause each of its officers and directors and holders (other than the holders of Registrable Securities) of at least 1% (on a fully-diluted basis) of its common units or common stock, or any securities convertible into or exchangeable or exercisable for or having residual economic rights comparable to its common units or common stock (other than holders that purchased units or shares solely in a registered public offering or in the public markets), to agree not to effect any Securities Transaction during such periods (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

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3C. If Holdings has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or Section 2, and if such previous registration has not been withdrawn or abandoned, then Holdings shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least ninety (90) days has elapsed from the effective date of such previous registration.

Section 4. Registration Procedures.

4A. Company Obligations. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, Holdings shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities hereunder in accordance with the intended method of disposition thereof, and pursuant thereto Holdings shall as expeditiously as reasonably possible:

(i) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities Laws, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, Holdings shall furnish to counsel selected by the holders of a majority of the Summit Investor Registrable Securities covered by such registration statement and to counsel selected by the holders of a majority of the Other Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and reasonable comment of each such counsel);

(ii) notify each holder of Registrable Securities of (a) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (b) the receipt by Holdings or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (c) the effectiveness of each registration statement filed hereunder;

(iii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the sellers thereof as set forth in such registration statement or, in the case of a Shelf Registration, if earlier, the date as of which all of the Registrable Securities included in such registration are able to be sold within a ninety (90) day period in compliance with Rule 144 (but in any event not before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with sales of securities thereunder by any underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(iv) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

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(v) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky Laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that Holdings shall not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4E, (b) subject itself to taxation in any such jurisdiction, or (c) consent to general service of process in any such jurisdiction);

(vi) promptly notify in writing each seller of such Registrable Securities (a) after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky Law or any exemption thereunder has been obtained, (b) after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (c) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, Holdings promptly shall prepare, file with the SEC and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(vii) prepare and file promptly with the SEC, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, if any such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, Holdings shall prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

(viii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Holdings are then listed;

(ix) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

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(x) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Summit Investor Registrable Securities included in such registration, the holders of a majority of the Other Registrable Securities included in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting an equity split, combination of securities, recapitalization or reorganization and preparing for and participating in such number of “road shows,” investor presentations and marketing events as the underwriters managing such offering may reasonably request);

(xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of Holdings and cause Holdings’ officers, managers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(xii) take all reasonable actions to ensure that any Free-Writing Prospectus prepared by or on behalf of Holdings in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xiii) otherwise use its reasonable best efforts to comply with all applicable securities Laws (including rules and regulations of the SEC) and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of Holdings’ first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;

(xiv) permit any holder of Registrable Securities which holder, in its sole and exclusive good faith judgment, could reasonably be expected to be deemed to be an underwriter or a controlling Person (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) of Holdings, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Holdings in writing, that in the reasonable judgment of such holder and its counsel should be included;

(xv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, Holdings shall use its reasonable best efforts to promptly obtain the withdrawal of such order;

(xvi) cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

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(xvii) cooperate with each holder of Registrable Securities covered by the registration statement and the managing underwriters or agents, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends), if any, representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriters, or agents, if any, or such holder may request;

(xviii) cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(xix) obtain a cold comfort letter from Holdings’ independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Summit Investor Registrable Securities included in such registration reasonably request;

(xx) if requested by the holders of a majority of the Summit Investor Registrable Securities included in such registration or required by the underwriters managing such offering, provide a legal opinion of Holdings’ outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the holders of Registrable Securities;

(xxi) if Holdings files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;

(xxii) if Holdings does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and

(xxiii) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when Holdings is required to re-evaluate its WKSI status Holdings determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.

4B. Officer Obligations. Each officer of Holdings that is a Party agrees that if and for so long as he or she is employed by Holdings or any Subsidiary thereof, he or she will participate fully in the sale process in a manner customary for persons in like positions and consistent with his or her other duties with Holdings, including the preparation of the registration statement and the preparation and presentation of any road shows. Holdings agrees to cause any of its officers that are not Parties to be subject to obligations substantially similar to those contained in this Section 4B.

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4C. Automatic Shelf Registration Statements. If Holdings files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the holders of Registrable Securities, and the holders of Registrable Securities do not request that their Registrable Securities be included in such Shelf Registration Statement, Holdings agrees that, at the request of the holders of a majority of the Registrable Securities, it will include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that the holders of Registrable Securities may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

Section 5. Certain Obligations of Holders of Registrable Securities. Each holder of Registrable Securities that sells such securities pursuant to a registration under this Agreement agrees as follows:

5A. Such holder (if such holder is then an employee or independent contractor of Holdings or any of its Subsidiaries) shall cooperate with Holdings (as reasonably requested by Holdings) in connection with the preparation of the registration statement, and, for so long as Holdings is obligated to file and keep effective such registration statement, each holder of Registrable Securities that is participating in such registration shall provide to Holdings, in writing, for use in the applicable registration statement, all such information regarding such holder and its plan of distribution of such securities as may be reasonably necessary to enable Holdings to prepare the registration statement and prospectus covering such securities, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of Law in connection therewith.

5B. During such time as a holder of Registrable Securities may be engaged in a distribution of such securities, such holder shall distribute such securities under the registration statement solely in the manner described in the registration statement.

5C. Each Person that is participating in any registration under this Agreement, upon receipt of any notice from Holdings of the happening of any event of the kind described in Section 4A(vi), shall immediately discontinue the disposition of its securities of Holdings pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4A(vi). In the event Holdings has given any such notice, the applicable time period set forth in Section 4A(iii) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 5C to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4A(vi).

Section 6. Registration Expenses.

6A. All expenses incident to Holdings’ performance of or compliance with this Agreement, including all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky Laws, filing expenses, printing expenses, messenger and delivery expenses, fees and disbursements of custodians and fees and disbursements of counsel for Holdings and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by Holdings (all such expenses being herein called “Registration Expenses”), shall be borne by Holdings as provided in this Agreement, and Holdings also shall pay all of its internal expenses (including all salaries and expenses of its officers and

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employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by Holdings are then listed. Notwithstanding anything to the contrary contained herein, each seller of securities pursuant to a registration under this Agreement shall bear and pay all underwriting discounts and commissions and any stock transfer taxes applicable to the securities sold for such seller’s account.

6B. In connection with each Demand Registration and each Piggyback Registration, Holdings shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Summit Investor Registrable Securities requesting inclusion in such registration (or, in the case of a Shelf Registration, each holder selling Registrable Securities under the Shelf Registration Statement) and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration.

6C. To the extent any expenses relating to a registration hereunder are not required to be paid by Holdings, each holder of securities included (or requested to be included) in any registration hereunder shall pay those expenses allocable to the registration (or proposed registration) of such holder’s securities so included (or requested to be included), and any expenses not so allocable shall be borne by all sellers of securities requested to be included in such registration in proportion to the aggregate selling price of the securities to be so registered.

Section 7. Indemnification.

7A. Holdings agrees to indemnify, defend and hold harmless, to the fullest extent permitted by Law, each holder of Registrable Securities, its officers, directors, members, managers, partners, agents, affiliates and employees, each investment manager or investment adviser of such holder and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations by Holdings: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication executed by or on behalf of Holdings or based upon written information furnished by or on behalf of Holdings filed in any jurisdiction in order to qualify any securities covered by such registration under the securities Laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by Holdings of the Securities Act or any other similar federal or state securities Laws or any rule or regulation promulgated thereunder applicable to Holdings and relating to action or inaction required of Holdings in connection with any such registration, qualification or compliance, and to pay to or reimburse each holder of Registrable Securities, its officers, directors, members, managers, partners, agents, affiliates and employees, each investment manager or investment adviser of such holder and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) for, as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except insofar as the same are caused by or contained in any information furnished in writing to Holdings or any managing underwriter by such holder expressly

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for use therein. In connection with an underwritten offering, Holdings shall indemnify any underwriters or deemed underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) at least to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities (or to such lesser extent that may be agreed to between the underwriters and Holdings).

7B. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to Holdings and the managing underwriter in writing such information and affidavits as Holdings or the managing underwriter reasonably requests with respect to such holder of Registrable Securities for use in connection with any such registration statement or prospectus, preliminary prospectus, or Free -Writing Prospectus, or any amendment or supplement thereto, and, to the extent permitted by Law, shall indemnify Holdings, its managers, directors and officers and each Person who controls Holdings (within the meaning of the Securities Act or the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus, Free-Writing Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder expressly for use therein; provided that, in the event that any such claim is resolved without an admission or a court of competent jurisdiction finding that any such allegations of untrue statements or alleged omissions of material fact were actually made or omitted by such indemnified party, such holders shall be reimbursed for any amounts previously paid hereunder with respect to such allegations; provided further that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

7C. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one (1) separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration by such conflicting indemnified parties, at the expense of the indemnifying party. No indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or (ii) includes a statement as to or an admission of fault, culpability or failure to act by or on behalf of such indemnified party.

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7D. Each Party agrees that, if for any reason the indemnification provisions contemplated by Section 7A or Section 7B are unavailable to or insufficient to hold harmless an indemnified party in respect of or is otherwise unenforceable with respect to any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Parties agree that it would not be just and equitable if contribution pursuant to this Section 7D were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 7D. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses incurred by such indemnified party in connection with investigating or, except as provided in Section 7C, defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The sellers’ obligations in this Section 7D to contribute shall be several in proportion to the amount of securities registered by them and not joint and several and shall be limited for each seller to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration.

7E. The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification and contribution that any indemnified party may have pursuant to Law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

Section 8. ²Participation in Underwritten Registrations. No Person may participate in any registration hereunder that is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters, provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Holdings or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Holdings or the underwriters with respect thereto, except as otherwise specifically provided in Section 7, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 3A.

²	Note to Draft: Former Section 7F was duplicative of the last sentence of Section 7C.

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Section 9. Other Agreements. In connection with Holdings’ Initial Public Offering, Holdings shall adopt public company documentation that is customary for a private equity-backed company, including a certificate of incorporation, bylaws, committee charters and code of conduct (with an insider trading policy), which shall be subject to the review and reasonable approval of the holders of a majority of the Summit Investor Registrable Securities. At all times after Holdings has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, Holdings shall use its reasonable best efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and shall take such further action as the Summit Investors may reasonably request, all to the extent required to enable the Summit Investors and the Other Investors to sell securities pursuant to (i) Rule 144 or any similar rule or regulation hereafter adopted by the SEC or (ii) a registration statement on Form S-3 or any similar registration form hereafter adopted by the SEC. Upon reasonable request, Holdings shall deliver to the Summit Investors a written statement as to whether it has complied with such requirements. Holdings shall at all times after it has consummated an Initial Public Offering use its reasonable best efforts to cause the securities so registered to be listed on one or both of the New York Stock Exchange and/or the NASDAQ Stock Market.

Section 10. Subsidiary Public Offering. After an Initial Public Offering of the capital stock or other equity securities of one of its Subsidiaries, Holdings, at its election, may cause such Subsidiary to comply with this Agreement as if it were Holdings, in which case Holdings shall have the rights of the holders of Registrable Securities. If, after an Initial Public Offering of the capital stock or other equity securities of one of its Subsidiaries, Holdings distributes securities of such Subsidiary to its equity holders, then the rights of holders hereunder and the obligations of Holdings pursuant to this Agreement shall apply, mutatis mutandis, to such Subsidiary. In each case, Holdings shall cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were Holdings and upon request of the holders of a majority of the Summit Investor Registrable Securities shall deliver to the holders of Registrable Securities an instrument expressly assuming such obligations.

Section 11. Definitions.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time-to-time thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Free-Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

“Holdings LLC Agreement” means the Limited Liability Company Agreement of Solo Stove Holdings, LLC, dated as of October 9, 2020, as may be amended or modified from time to time.

“Initial Public Offering” means the initial public offering of the equity securities of Holdings or any of its Subsidiaries (or, in each case, any corporate or other successor thereto) under the Securities Act in a firm commitment underwriting pursuant to an effective registration statement under the Securities Act filed with the SEC.

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“Law” means any federal, state, local, municipal or foreign statute, law, ordinance, regulation, rule, code, order, principle of common law or judgment enacted, promulgated, issued, enforced or entered by any governmental entity, or other requirement (including pursuant to any settlement, consent decree or determination of or settlement under any arbitration) or rule of law.

“Other Registrable Securities” means (i) the Common Units held by any Other Investor, (ii) any other securities issued or issuable directly or indirectly with respect to the securities described in clause (i) of this definition by way of a dividend, distribution or equity split or in connection with an exchange or a combination of shares or equity interests, recapitalization, reclassification, merger, consolidation or other reorganization (including any common stock issued or issuable to the Other Investors in connection with the conversion of Holdings from a limited liability company to a corporation or any other reorganization of Holdings and its Subsidiaries in anticipation of a registered offering), and (iii) any other securities of Holdings held at any time by Persons holding securities described in clause (i) or (ii) of this definition, other than Incentive Units or other any management securities acquired as part of an Equity Agreement. As to any particular Other Registrable Securities, such securities shall cease to be Other Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 (or any similar rule then in force) or repurchased by Holdings or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Other Registrable Securities and such Other Registrable Securities shall be deemed to be in existence whenever such Person has the right to acquire, directly or indirectly, such Other Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Other Registrable Securities hereunder.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Registrable Securities” means, collectively, Summit Investor Registrable Securities and Other Registrable Securities.

“Rule 144”, “Rule 158”, “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same shall be amended from time to time, or any successor rule then in force.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated from time-to-time thereunder.

“Summit Investor Registrable Securities” means (i) the Common Units held by any Summit Investor, (ii) any other securities issued or issuable directly or indirectly with respect to the securities described in clause (i) of this definition by way of a dividend, distribution or equity split or in connection with an exchange or a combination of shares or equity interests, recapitalization, reclassification, merger, consolidation or other reorganization (including any common stock issued or issuable to the Summit Investors in connection with the conversion of Holdings from a limited liability company to a corporation or any other reorganization of Holdings and its Subsidiaries in anticipation of a registered offering), and (iii) any other securities of Holdings held at any time by Persons holding securities described in clause (i) or (ii) of this definition, other than Incentive Units

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or other any management securities acquired as part of an Equity Agreement. As to any particular Summit Investor Registrable Securities, such securities shall cease to be Summit Investor Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 (or any similar rule then in force) or repurchased by Holdings or any Subsidiary. As to any particular Summit Investor Registrable Securities held by any Summit Investor, such securities shall also cease to be Summit Investor Registrable Securities when they have been distributed by such Summit Investor following the consummation of Holdings’ Initial Public Offering to any of its direct or indirect partners or members or their affiliates. For purposes of this Agreement, a Person shall be deemed to be a holder of Summit Investor Registrable Securities and such Summit Investor Registrable Securities shall be deemed to be in existence whenever such Person has the right to acquire, directly or indirectly, such Summit Investor Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Summit Investor Registrable Securities hereunder.

“WKSI” means a well-known seasoned issuer, as defined under Rule 405.

Section 12. Miscellaneous.

12A. No Inconsistent Agreements. Holdings shall not hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

12B. Adjustments Affecting Registrable Securities. Holdings shall not take any action, or permit any change to occur, with respect to its securities that would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or that would materially and adversely affect the marketability of such Registrable Securities in any such registration (including effecting an equity split or a combination of securities).

12C. Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by Law. The Parties agree and acknowledge that the Summit Investors and the Other Investors would be irreparably harmed by, and money damages would not be an adequate remedy for, any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any Party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

12D. Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, or any provision of this Agreement may be waived, only upon the prior written consent of Holdings and the holders of a majority of the Summit Investor Registrable Securities; provided that (i) to the extent any such amendment or waiver would materially and adversely affect the holders of Other Registrable Securities in a manner differently than the holders of Summit Investor Registrable Securities, such amendment or waiver shall not be binding on the holders of Other Registrable Securities without the prior written consent of the holders of a majority

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of the Other Registrable Securities (but with it being understood that the addition of other Persons as parties hereto, including in the capacity as Other Investors, in no event shall require the consent of any holders of Other Registrable Securities), and (ii) to the extent any such amendment or waiver would materially and adversely affect the any holder or holders of Registrable Securities in a manner differently than the other holders of Registrable Securities, such amendment or waiver shall not be binding on such holder or holders of Registrable Securities without the prior written consent of such holder or holders of a majority of the Registrable Securities held by all such holders. No course of dealing between or among the Parties (including the failure of any Party to enforce any of the provisions of this Agreement) shall be deemed effective to modify, amend, waive or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement, and the failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach.

12E. Successors and Assigns. This Agreement and all of the covenants and agreements contained herein and all of the rights, interests or obligations hereunder, other than by operation of law, by or on behalf of any of the Parties hereto, shall bind and inure to the benefit of the respective successors and assigns of the Parties hereto whether so expressed or not, except that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by Holdings other than by operation of Law, without the prior written consent of the holders of a majority of the Summit Investor Registrable Securities (it being understood that this sentence shall not limit or otherwise modify the obligations of Holdings and its Subsidiaries under Section 10). Without limiting the foregoing, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Summit Investor Registrable Securities or Other Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Summit Investor Registrable Securities or Other Registrable Securities. Holdings (in its current form as a limited liability company) shall not convert or otherwise reorganize directly or indirectly into a corporation or another form of entity (including pursuant to Section 9.10 of the Holdings LLC Agreement) unless the successor entity (including a “Successor” as defined in the Holdings LLC Agreement) expressly assumes the obligations of Holdings pursuant to this Agreement. Holdings (including any such corporate successor) shall execute and deliver to each Investor and each holder of Registrable Securities an assumption in a form reasonably satisfactory to (i) the holders of a majority of the Summit Investor Registrable Securities then outstanding and (ii) the holders of a majority of the Other Registrable Securities then outstanding.

12F. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only in such jurisdiction and to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement in such jurisdiction or any provisions of this Agreement in any other jurisdiction.

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12G. Counterparts. This Agreement and any amendments hereto or thereto, to the extent signed and delivered in counterparts (any one of which need not contain the signatures of more than one Party, but all such counterparts together shall constitute one and the same Agreement) by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature. At the request of any Party hereto, each other Party hereto or thereto shall re-execute original forms thereof and deliver them to all other Parties. No Party hereto shall raise the use of a facsimile machine or electronic transmission in pdf to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of facsimile machine as a defense to the formation of a contract, and each such Party forever waives any such defense.

12H. Descriptive Headings; Interpretation. The headings and captions used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The use of the word “including” herein shall mean “including without limitation.” The use of the word “or” herein shall be inclusive. Any reference to the masculine, feminine or neuter gender shall be deemed to include any gender or all three as appropriate.

12I. Entire Agreement. This Agreement and the other agreements and instruments referred to herein contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede any prior understandings, agreements and representations by or between the parties hereto (whether written or oral) which may have related to the subject matter hereof or thereof in any way.

12J. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the schedules hereto shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even if under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

12K. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given only (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid) provided that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile (provided that a confirmation copy is sent via reputable overnight courier service for delivery within two (2) business days thereafter), or (iv) five (5) business days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to the Summit Investors at the addresses set forth on the Schedule of Summit Investors, to the Other Investors at the addresses set forth on the Schedule of Other Investors and to Holdings at the address indicated below or to such other address or to the attention of such other Person as the recipient Party has specified by prior written notice to the sending Party.

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Notices to Holdings:

Solo Stove Holdings, LLC

c/o Summit Partners, L.P.

222 Berkeley Street, 18th Floor

Boston, MA 02116

Attention: Matthew Hamilton

Email:

with a copy to:

Kirkland & Ellis LLP

200 Clarendon Street

Boston, MA 02116

Attention: Matthew D. Cohn, P.C.; Dave Gusella

Email:

12L. Rights Cumulative. The rights and remedies of each of the Parties under this Agreement shall be cumulative and not exclusive of any rights or remedies which a Party would otherwise have hereunder at law or in equity or by statute, and no failure or delay by any Party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, and neither shall any single or partial exercise of any power or right preclude a Party’s other or further exercise thereof or the exercise of any other power or right.

12M. No Strict Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement on the date first written above.


SUMMIT INVESTORS

SUMMIT PARTNERS GROWTH EQUITY
FUND X-A, L.P.

By: Summit Partners GE X, L.P.
Its: General Partner

By: Summit Partners GE X, LLC
Its: General Partner

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton
Title: Authorized Signatory

SUMMIT PARTNERS GROWTH EQUITY
FUND X-B, L.P.

By: Summit Partners GE X, L.P.
Its: General Partner

By: Summit Partners GE X, LLC
Its: General Partner

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton
Title: Authorized Signatory

SUMMIT PARTNERS GROWTH EQUITY
FUND X-C, L.P.

By: Summit Partners GE X, L.P.
Its: General Partner

By: Summit Partners GE X, LLC
Its: General Partner

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton
Title: Authorized Signatory

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


SUMMIT INVESTORS

SUMMIT INVESTORS X, LLC

By: Summit Investors Management, LLC
Its: Manager

By: Summit Master Company, LLC
Its: Managing Member

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton
Title: Authorized Signatory

SUMMIT INVESTORS X (UK), LP

By: Summit Investors Management, LLC
Its: General Partner

By: Summit Master Company, LLC
Its: Managing Member

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton
Title: Authorized Signatory

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


HOLDINGS:

SOLO STOVE HOLDINGS, LLC

By:		/s/ John Merris
		John Merris, Chief Executive Officer

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


OTHER INVESTORS

NB CROSSROADS PRIVATE MARKETS
FUND V HOLDINGS LP, a Delaware limited partnership

By:		/s/ Paul Daggett
Name:		Paul Daggett
Title:		Authorized Signatory

NB CROSSROADS XXII-MC HOLDINGS LP, a Delaware limited partnership

By:		/s/ Paul Daggett
Name:		Paul Daggett
Title:		Authorized Signatory

NB SELECT OPPS II MHF LP, a Delaware limited partnership

By:		/s/ Paul Daggett
Name:		Paul Daggett
Title:		Authorized Signatory

NB GEMINI FUND LP, a Cayman Islands exempted limited partnership

By:		/s/ Paul Daggett
Name:		Paul Daggett
Title:		Authorized Signatory

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.

OTHER INVESTORS

Jan Brothers Holdings, Inc.,

a Texas corporation

/s/ Spencer Jan

By: Spencer Jan

Its: President

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


OTHER INVESTORS

TRIVISTA INVESTMENT PARTNERS I, LLC,
an Ohio limited liability company

By:
Name: 10/9/2020

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


OTHER INVESTORS

Mickle Holdings LLC,
a Delaware limited liability company

By:		/s/ Clinton Mickle
Name: Clinton Mickle
Title: Member

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


OTHER INVESTORS

Shift4 Holdings LLC,
a Delaware limited liability company

By:		/s/ John Merris
Name: John Merris
Title: Member

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


OTHER INVESTORS

Joe Leon LLC,
a Delaware limited liability company

By:		/s/ Joseph Gonzales
Name: Joseph Gonzales
Title: Member

Signature Page to Registration Agreement

IN WITNESS WHEREOF, the Parties have executed or caused to be executed on their behalf this Registration Agreement as of the date first written above.


OTHER INVESTORS

BERTRAM GROWTH CAPITAL III, L.P.,
a Delaware limited partnership

By: Bertram Growth Capital III (GP), L.P.
Its: General Partner

By: Bertram Growth Capital III (GPLLC), L.L.C.
Its: General Partner

By:		/s/ Jeffrey M. Drazan
Name: Jeffrey M. Drazan
Title: Managing Director

BERTRAM GROWTH CAPITAL III-A, L.P.,
a Delaware limited partnership

By: Bertram Growth Capital III (GP), L.P.
Its: General Partner

By: Bertram Growth Capital III (GPLLC), L.L.C.
Its: General Partner

By:		/s/ Jeffrey M. Drazan
Name: Jeffrey M. Drazan
Title: Managing Director

BERTRAM GROWTH CAPITAL III ANNEX
FUND, L.P.,
a Delaware limited partnership

By: Bertram Growth Capital III Annex Fund (GP), L.P.
Its: General Partner

By: Bertram Growth Capital III (GPLLC), L.L.C.
Its: General Partner

By:		/s/ Jeffrey M. Drazan
Name: Jeffrey M. Drazan
Title: Managing Director

Signature Page to Registration Agreement

SCHEDULE OF SUMMIT INVESTORS

Summit Partners Growth Equity Fund X-A, L.P.

[Summit Partners Growth Equity Fund X-B, L.P.]

Summit Partners Growth Equity Fund X-C, L.P.

Summit Investors X, LLC

Summit Investors X (UK), LP

Notice Address for each Investor:

222 Berkeley Street, 18th Floor

Boston, MA 02116

Attention: Matthew Hamilton

Email:

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

200 Clarendon Street

Boston, MA 02116

Attention: Matthew D. Cohn, P.C.; Dave Gusella

Email:

SCHEDULE OF OTHER INVESTORS

[____]

Notice Address for each Other Investor:

[_____]

Attention: [____]

Facsimile: [____]

Exhibit 10.3

Execution Version

SOLO STOVE HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

October 9, 2020

THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM.

CERTAIN OF THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT ALSO MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF SUCH UNITS. A COPY OF ANY SUCH AGREEMENT MAY BE OBTAINED FROM HOLDINGS LLC BY THE HOLDER OF SUCH UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1

ARTICLE II ORGANIZATIONAL MATTERS			17

Section 2.1	Formation of Holdings LLC		17
Section 2.2	Limited Liability Company Agreement		17
Section 2.3	Name		17
Section 2.4	Purpose		17
Section 2.5	Principal Office; Registered Office		18
Section 2.6	Foreign Qualification		18
Section 2.7	Term		18
Section 2.8	No State-Law Partnership		18

ARTICLE III CAPITAL CONTRIBUTIONS			18

Section 3.1	Unitholders		18
Section 3.2	Capital Accounts		25
Section 3.3	Negative Capital Accounts		26
Section 3.4	No Withdrawal		26
Section 3.5	Loans from Unitholders		26
Section 3.6	Distributions In-Kind		26
Section 3.7	Adjustments to Book Value		26
Section 3.8	Compliance With Treasury Regulations Section 1.704-1(b)		27
Section 3.9	Transfer of Capital Accounts		27
Section 3.10	Contribution of Bridge Note		27
Section 3.11	Earnout Payment		28

ARTICLE IV DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES			28

Section 4.1	Distributions Generally		28
Section 4.2	Priority of Distributions		28
Section 4.3	Allocation of Profits and Losses		30
Section 4.4	Regulatory and Special Allocations		30
Section 4.5	Tax Allocations		31
Section 4.6	Tax Distributions		32
Section 4.7	Section 754 Election		33
Section 4.8	Indemnification and Reimbursement for Payments on Behalf of a Unitholder		33
Section 4.9	Adjustments to Conversion Price		34

ARTICLE V MANAGEMENT			38

Section 5.1	Authority of Board		38
Section 5.2	Composition of the Board		40
Section 5.3	Board Actions; Meetings; Votes		42
Section 5.4	Delegation of Authority		43

TABLE OF CONTENTS

(continued)


Section 5.5	Purchase of Units	43
Section 5.6	Limitation of Liability	43

ARTICLE VI RIGHTS AND OBLIGATIONS OF UNITHOLDERS AND MEMBERS		45

Section 6.1	Limitation of Liability; Return of Distributions	45
Section 6.2	Lack of Authority	46
Section 6.3	No Right of Partition	46
Section 6.4	Indemnification	46
Section 6.5	Members Right to Act	48
Section 6.6	Investment Opportunities and Conflicts of Interest	50
Section 6.7	Restrictive Covenants	50
Section 6.8	Limitation on Certain Remedies	52

ARTICLE VII BOOKS, RECORDS, ACCOUNTING AND REPORTS		52

Section 7.1	Books and Record; Accounting	52
Section 7.2	Tax Reports	52
Section 7.3	Certain Financial Information	52
Section 7.4	Confidentiality	54
Section 7.5	Transmission of Communications	55
Section 7.6	Compliance	55

ARTICLE VIII TAX MATTERS		56

Section 8.1	Tax Returns	56
Section 8.2	Tax Elections	56
Section 8.3	Tax Controversies	56
Section 8.4	Code Section 83 Safe Harbor Election	57

ARTICLE IX TRANSFER OF UNITS; REPURCHASE OF UNITS		57

Section 9.1	Required Consent; Member Entities	57
Section 9.2	First Refusal Rights	59
Section 9.3	Tag Along Rights	60
Section 9.4	Approved Sale; Drag-Along Obligations	61
Section 9.5	Effect of Assignment	65
Section 9.6	Additional Restrictions on Transfer	65
Section 9.7	Legend	66
Section 9.8	Transfer Fees and Expenses	67
Section 9.9	Void Transfers	67
Section 9.10	Change in Business Form	67
Section 9.11	Market Stand-Off	70
Section 9.12	Forfeiture of Incentive Units or Subordinate Units	70
Section 9.13	Repurchase Right on Certain Separations	71

TABLE OF CONTENTS

(continued)


ARTICLE X ADMISSION OF MEMBERS		73

Section 10.1	Substituted Members	73
Section 10.2	Additional Members	73

ARTICLE XI WITHDRAWAL AND RESIGNATION OF UNITHOLDERS		74

Section 11.1	Withdrawal and Resignation of Unitholders	74

ARTICLE XII DISSOLUTION AND LIQUIDATION		74

Section 12.1	Dissolution	74
Section 12.2	Liquidation and Termination	74
Section 12.3	Securityholders Agreement	75
Section 12.4	Cancellation of Certificate	75
Section 12.5	Reasonable Time for Winding Up	75
Section 12.6	Return of Capital	76
Section 12.7	Hart-Scott-Rodino	76

ARTICLE XIII VALUATION		76

Section 13.1	Valuation of Holdings LLC/Subsidiary Securities	76
Section 13.2	Valuation of Other Assets and Securities	76

ARTICLE XIV GENERAL PROVISIONS		77

Section 14.1	Power of Attorney	77
Section 14.2	Amendments	78
Section 14.3	Title to Holdings LLC Assets	78
Section 14.4	Remedies	78
Section 14.5	Successors and Assigns	79
Section 14.6	Severability	79
Section 14.7	Counterparts; Binding Agreement; Delivery	79
Section 14.8	Descriptive Headings; Interpretation	80
Section 14.9	Applicable Law; Forum	80
Section 14.10	Addresses and Notices	80
Section 14.11	Creditors	81
Section 14.12	Waiver	81
Section 14.13	Further Action	81
Section 14.14	Offset	81
Section 14.15	Majority Summit Investors Approval	81
Section 14.16	No Strict Construction	82
Section 14.17	Entire Agreement	82
Section 14.18	MUTUAL WAIVER OF JURY TRIAL	82
Section 14.19	Survival	82

SCHEDULES

Schedule of Unitholders

iii

SOLO STOVE HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT of Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), is entered into as of October 9, 2020, by and among Holdings LLC and its Members.

WHEREAS, on October 6, 2020 (the “Formation Date”), Holdings LLC was formed as a limited liability company in accordance with the Delaware Act;

WHEREAS, immediately prior to the effectiveness of this Agreement, pursuant to and in accordance with the terms and conditions of the Equity Contribution Agreement, the Company Members have contributed all of the Equity Securities of the Company to Holdings LLC and in exchange therefor received Class B Units issued at $1.00 per Unit and Class A Units issued at $1.00 per Unit in the numbers set forth on Schedule A to the Equity Contribution Agreement (collectively, the “Contribution Transaction”);

WHEREAS, also pursuant to and in accordance with the terms and conditions of the Equity Contribution Agreement, Holdings LLC has contributed all of the Equity Securities of the Company to Intermediate LLC in exchange for 100% of the outstanding Equity Securities of Intermediate LLC;

WHEREAS, immediately following the Contribution Transaction and pursuant to the terms and conditions set forth in that certain Securities Purchase Agreement, dated as of the date hereof (as it may be amended, supplemented, or modified, the “Purchase Agreement”), certain Purchasers are acquiring all of the Class A Units from the Company Members (other than Blocker) on the date hereof, and the Purchasers will thereafter be admitted as Additional Members hereunder;

WHEREAS, the Members desire to enter into this Agreement to set forth the respective rights and obligations of the Members to each other and to Holdings LLC, and certain other matters; and

WHEREAS, upon execution and delivery of this Agreement by the Summit Investors and the Other Investors as of the date hereof, this Agreement shall become binding on the Members.

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the following meanings:

“Additional Member” means a Person admitted to Holdings LLC as a Member pursuant to Section 10.2.

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“Affiliate” of any particular Person means (i) any other Person controlling, controlled by or under common control or common investment management with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, and such “control” shall be conclusively presumed if any Person owns 50% or more of the voting capital stock or other equity securities, directly or indirectly, of any other Person, (ii) if such Person (other than Holdings LLC) is a partnership (including limited partnership) or limited liability company, any partner or member thereof and (iii) without limiting the foregoing and with respect only to the Summit Investors and the Bertram Investors, any investment fund controlled by, as applicable, Summit Partners, L.P. or of which Summit Partners, L.P. serves as investment adviser or any other Person controlled by a majority-in-interest of its direct and indirect partners and members, or Bertram Capital Management, LLC or of which Bertram Capital Management serves as investment adviser or any other Person controlled by a majority-in-interest of its direct and indirect partners and members.

“Affiliated Institution” means with respect to any Indemnified Person or Member, any investment fund, institutional investor or other financial intermediary with which such Indemnified Person or Member is Affiliated or of which such Indemnified Person or Member is a member, partner or employee.

“Agreement” means this Limited Liability Company Agreement, as the same may be further amended, modified or waived from time to time in accordance with the terms hereof.

“Applicable Tax Rate” means, for any calendar year, 40% or such other rate that is the sum of the highest marginal federal, state and local income tax rates applicable to any Unitholder (or any pass-through Unitholder’s partners or members and including any Taxes imposed under Code Section 1411) residing in New York or California (whichever is higher) but taking into account the character of Holdings LLC’s and its Subsidiaries’ income and the deductibility (to the extent deductible) of state and local taxes for federal income tax purposes, as determined by the Board, based on the information available to it, with the approval of the Majority Summit Investors.

“Approved Sale” has the meaning set forth in Section 9.4(a).

“As-Converted Holdings” means, with respect to any holder of a Class A Unit at any time, a number of such Class A Units deemed to be outstanding and held by such holder at such time, which shall be equal to the quotient obtained by dividing (i) the aggregate amount of Capital Contributions made at any time with respect to such Class A Units (whether or not by the then-current holder and whether or not also constituting Unreturned Capital), by (ii) the aggregate Conversion Price for such Class A Units in effect at such time.

“Assignee” means a Person to whom Units have been Transferred in accordance with the terms of this Agreement and the other agreements contemplated hereby, but who has not become a Member pursuant to Article X.

“Authorization Date” has the meaning set forth in Section 9.2(a).

“Available Securities” has the meaning set forth in Section 9.13(d).

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“Bertram Investors” means, collectively, Bertram Growth Capital III, L.P., a Delaware limited partnership, Bertram Growth Capital III-A, L.P., a Delaware limited partnership, and Bertram Growth Capital III Annex Fund, L.P., a Delaware limited partnership, any of their respective partners, members or Affiliates, and any of their respective Transferees or Affiliates of the foregoing which are Members, each Person for whom Bertram Capital Management, LLC or any of its Affiliates controls the voting or other exercise of rights by such Person with respect to Holdings LLC, and each other such Person who acquires Equity Securities, directly or indirectly, after the date hereof or enters into an Equity Agreement after the date hereof pursuant to the terms of Section 3.1. Additionally, for so long as any of NB Crossroads Private Markets Fund V Holdings LP, NB Crossroads XXII-MC Holdings LP, NB Select Opps II MHF LP, or NB Gemini Fund LP or their Affiliates is a Member or a member of Blocker Parent, such Persons shall be deemed to be Bertram Investors for purposes of this Agreement. For the avoidance of doubt, the Bertram Investors are intended third party beneficiaries of this Agreement.

“Blocker” means SS Acquisitions, LLC, a Delaware limited liability company.

“Blocker Parent” means SP SS Blocker Parent, LLC, a Delaware limited liability company.

“Blocker Parent LLC Agreement” means the amended and restated limited liability company agreement of Blocker Parent, of even date herewith, by and among Blocker Parent and its Members as defined therein.

“Blocker Purchaser” means SP SS Blocker Purchaser, LLC, a Delaware limited liability company.

“Board” means the Board of Managers of Holdings LLC established to govern Holdings LLC as described in Article V.

“Book Value” means, with respect to any Holdings LLC property, Holdings LLC’s adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or, at the Board’s discretion, with the approval of the Majority Summit Investors, permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g), except that (i) in the case of any property contributed to Holdings LLC, the Book Value of such property shall initially equal the Fair Market Value of such property, (ii) in the case of any property distributed by Holdings LLC, the Book Value of such property shall be adjusted immediately prior to such distribution to equal its Fair Market Value at such time and (iii) any adjustments to the adjusted basis of any asset of Holdings LLC pursuant to Code Section 732(d), 734(b) or 743(b) shall be taken into account in determining such asset’s Book Value in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv).

“Bribery Act” has the meaning set forth in Section 7.6.

“Bridge Note” means that certain Promissory Note, of even date herewith, issued by the Company in favor of Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-B, L.P., Summit Partners Growth Equity Fund X-C, L.P., Summit Partners Subordinated Debt Fund V-A, L.P., and Summit Partners Subordinated Debt Fund V-B, L.P.

- 3 -

“Business” means Holdings LLC’s and its Subsidiaries’ business on the date hereof, including the business of manufacturing, marketing, selling, and distributing fire pits, stoves, grills, outdoor cooking products, patio furniture, or other similar products along with accessories for the foregoing, and such additional businesses as Holdings LLC and its Subsidiaries engage in at any time after the date hereof.

“Capital Account” means the capital account maintained for a Unitholder pursuant to Section 3.2 and the other applicable provisions of this Agreement.

“Capital Contributions” means any cash, cash equivalents, promissory obligations or the Fair Market Value of any other property that a Unitholder contributes (or is deemed to have contributed pursuant to Section 3.9) with respect to any Unit pursuant to Section 3.1.

“Cause” means, with respect to any Executive, (A) if such term is defined in any operative employment or other agreement for the performance of services respecting such Executive, the meaning ascribed to such term therein, or (B) if such term is not defined in any operative employment agreement respecting such Executive, one or more of the following by such Executive: (i) the commission of or plea of nolo contendere to a felony or other crime involving moral turpitude or the commission of any crime involving misappropriation, embezzlement, conversion of any property (including confidential or proprietary information) or business opportunities or fraud with respect to Holdings LLC or any of its Subsidiaries or any of their customers or suppliers, (ii) repeated failure (of which the Board or a more senior executive has made such Executive aware in writing) to perform duties assigned by Holdings LLC or any of its Subsidiaries as reasonably directed by the Board, which remains uncured 20 days after receipt of written notice from Holdings LLC, including (a) such Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for disability) or (b) such Executive’s gross insubordination or refusal to comply with any lawful directive or policy of Holdings LLC or any of its Subsidiaries, (iii) gross negligence or willful misconduct with respect to Holdings LLC or any of its Subsidiaries, (iv) a material violation of any of the policies of Holdings LLC or any of its Subsidiaries that have been communicated to Executive in writing (including through posting on Holdings LLC’s or any of its Subsidiaries’ internal websites), which remains uncured 20 days after receipt of written notice from Holdings LLC of such violation, or (v) any other material breach by Executive of this Agreement or any other agreement between Executive and Holdings LLC or any of its Subsidiaries, which material breach under this clause (v) is incurable or not cured to the Board’s reasonable satisfaction within 20 days after written notice thereof to such Executive.

“Certificate” means Holdings LLC’s Certificate of Formation as filed with the Secretary of State of the State of Delaware, as amended from time to time.

“Certificated Units” has the meaning set forth in Section 3.1(a).

“Class A Unit” means a Unit having the rights and obligations specified with respect to Class A Units in this Agreement (giving effect, for the avoidance of doubt, to the As-Converted Holdings of Class A Units, it being understood that all references herein to Class A Units held or outstanding shall refer to the As-Converted Holdings of Class A Units).

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“Class B Unit” means a Unit having the rights and obligations specified with respect to Class B Units in this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Common Unit” means a Class A Unit, Class B Unit, or any other class or series of Unit designated by the Board to be a Common Unit (it being understood that any reference herein to Common Units, Class A Units or Class B Units held or outstanding on a Fully-Diluted Basis shall not mean the actual number of Common Units, Class A Units, or Class B Units, as the case may be, outstanding but instead shall be determined in accordance with the definition of Fully-Diluted Basis, and that all references to Common Units, Class A Units, or Class B Units held or outstanding shall refer, in the case of Class A Units, to As-Converted Holdings); provided that, solely with respect to Section 4.9 (including any definition when used in Section 4.9), “Common Units” also shall include Incentive Units (which also shall be deemed Options for such purposes and with respect to which the price per Unit for which Common Units are issuable upon the exercise thereof shall be derived from the Participation Threshold established for such Incentive Units) and any other class, group or series of Holdings LLC’s Equity Securities hereafter authorized that is not limited to a fixed sum, percentage of par or stated value with respect to the rights of the holders thereof to participate in dividends or other interim Distributions or in the Distribution of assets upon any liquidation, dissolution or winding up of Holdings LLC.

“Common Units Deemed Outstanding” means, at any given time, the Common Units outstanding at such time on a Fully-Diluted Basis, plus the number of Common Units deemed to be outstanding pursuant to Sections 4.9(b)(i) and 4.9(b)(ii), whether or not the Options or Convertible Securities are actually exercisable or convertible at such time, in each case, without duplication.

“Company” means Frontline Advance LLC d/b/a Solo Stove, a Texas limited liability company, and any successor thereto (whether by merger, conversion, consolidation, recapitalization, reorganization or otherwise).

“Company Members” means each of the members of the Company immediately prior to the Contribution Transaction.

“Company Minimum Gain” has the meaning set forth for “partnership minimum gain” in Treasury Regulations Section 1.704-2(d).

“Competitor” shall mean any Person who is, or is an owner, partner, employee, proprietor, independent contractor, agent, operator, consultant, advisor, officer, director, manager, joint venturer, trustee, investor or shareholder of, any business that is engaged in the Business as reasonably determined by the Board in good faith.

“Confidential Information” has the meaning set forth in Section 7.4.

“Contribution Transaction” has the meaning set forth in the recitals.

“Conversion Price” means with respect to a Class A Unit, the Original Cost of such Class A Unit and shall be subject to adjustment pursuant to Section 4.9.

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“Convertible Securities” means any Units, stock or other securities directly or indirectly convertible into or exchangeable for Common Units.

“Corporate Investment Vehicle” means (i) Blocker Parent, and (ii) other any corporation or entity that has “checked the box” to be treated as a corporation for U.S. federal income tax purposes formed by any Summit Investor, Bertram Investor or any Affiliate thereof and approved by the Board in good faith that holds, directly or indirectly, Units.

“Corporate Reorganization” has the meaning set forth in Section 9.10(a).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del.L. §§ 18-101, et seq., as it may be amended from time to time, and any successor thereto.

“Distribution” means each distribution made by Holdings LLC to a Unitholder, whether in cash, property or securities of Holdings LLC and whether by liquidating distribution, redemption, repurchase or otherwise; provided that none of the following shall be a Distribution: (i) any redemption or repurchase by Holdings LLC of any securities of Holdings LLC in connection with an exercise of rights or obligations pursuant to Section 9.13, (ii) any redemption or repurchase by Holdings LLC of any securities of Holdings LLC in connection with the termination of employment of an employee of Holdings LLC or any of its Subsidiaries or any service provider of Holdings LLC or any of its Subsidiaries, (iii) any recapitalization, exchange or conversion of securities of Holdings LLC and any subdivision (by unit split or otherwise) or any combination (by reverse unit split or otherwise) of any outstanding Units, provided, however, that any distribution of cash or property as a result of a recapitalization, such as in the case of a dividend recapitalization shall be treated as a Distribution, (iv) any Tax Distribution (except to the extent an advance on a Distribution as set forth in Section 4.6), and (v) any Earn-out Amount (as defined in the Purchase Agreement).

“Employment Agreement” means any employment agreement, consulting agreement, confidentiality agreement, non-competition agreement, non-solicitation agreement or any similar agreement between any Executive, on the one hand, and Holdings LLC and/or any of its Subsidiaries, on the other hand, each as amended, modified or waived from time to time.

“Entity Taxes” has the meaning set forth in Section 4.8.

“Equity Agreement” has the meaning set forth in Section 3.1(b)(ii).

“Equity Contribution Agreement” means any Contribution and Exchange Agreement or similar agreement pursuant to which Equity Securities of Holdings LLC are issued in connection with the Purchase Agreement.

“Equity Securities” means (i) units (including, in the case of Holdings LLC, the Class A Units, Class B Units and Incentive Units), stock or other equity interests in Holdings LLC or any of its Subsidiaries (including other classes, groups or series thereof having such relative rights, powers and/or obligations as may from time to time be established by the Board, including rights, powers and/or duties different from, senior to or more favorable than existing classes, groups and series of units, stock and other equity interests in Holdings LLC or any of its Subsidiaries, and including any so-called “profits interests”), (ii) obligations, evidences of indebtedness or other debt securities or interests convertible or exchangeable into units, stock or other equity interests in Holdings LLC or any of its Subsidiaries and (iii) warrants, options or other rights to purchase or otherwise acquire units, stock or other equity interests in Holdings LLC or any of its Subsidiaries.

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“Estimated Tax Amount” has the meaning set forth in Section 4.6(c).

“Event of Withdrawal” means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in Holdings LLC.

“Excluded Holder” means any Unitholder who (1) is not a Summit Investor nor a Bertram Investor and (2) any of (a) is not an “accredited investor” as such term is defined under the Securities Act and the rules and regulations promulgated thereunder, (b) is an Executive Member who ceases to be an Executive for any reason and his, her or its respective Permitted Transferees, or (c) is entitled to purchase less than $20,000 of Equity Securities or other securities after determination of such Unitholder’s Proportional Share.

“Executive” means any Person rendering services to Holdings LLC or any of its Subsidiaries as an officer, director, manager, employee or independent contractor; provided that no Summit Manager, Summit Investor, Bertram Investor or Other Investor that is (or is directly or indirectly owned, managed or controlled by) an institutional investor shall be an “Executive” hereunder, nor shall any Manager designated by any of the foregoing be an “Executive” hereunder solely because of his or her status as a Manager; provided further that none of Jan Brothers Holdings, Inc., Jeff Jan or Spencer Jan shall be an “Executive” hereunder.

“Executive Member” means any Member who is or was an Executive or any Member which has any direct or indirect stockholders, partners, trust grantors, beneficiaries, members or other owners who are or were Executives or Permitted Transferees of Executives. A Member may be both an Executive Member and an Other Investor.

“Exempt Transfers” has the meaning set forth in Section 9.1(a).

“Fair Market Value” means, with respect to any asset or equity interest, its fair market value determined in accordance with Article XIII.

“Family Group” means, as to any particular natural person, (i) such person’s spouse and descendants (whether natural or adopted), (ii) any trust solely for the benefit of such person and/or such person’s spouse or descendants or other trusts solely for the benefit of the foregoing and (iii) any partnerships, corporations or limited liability companies where the only partners, shareholders or members are such person and/or such person’s spouse, descendants and/or trusts referred to in clause (ii) of this definition.

“FCPA” has the meaning set forth in Section 7.6.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting period as may be established by the Board or as required by the Code.

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“Fiscal Year” means the 12-month period ending on December 31, or such other annual accounting period as may be established by the Board or as required by the Code.

“Follow-On Holdback Period” has the meaning set forth in Section 9.11.

“Forfeiture Allocations” has the meaning set forth in Section 4.3.

“Formation Date” has the meaning set forth in the recitals.

“Fully-Diluted Basis” means the aggregate number of Common Units outstanding at any time, which shall be equal to the sum of (i) the As-Converted Holdings of Class A Units outstanding at such time, plus (ii) the number of Class B Units outstanding at such time, plus (iii) the number of Units of any other class or series designated as Common Units outstanding at such time, plus (iv) the number of Units of any other class or series of Equity Securities designated as Common Units from time to time (including upon conversion of any outstanding Convertible Securities), plus (v) where applicable, the number of Incentive Units outstanding at such time.

“Governmental Entity” means: (i) any federal, state, local, municipal, non-U.S. or other government; (ii) any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, entity or self-regulatory organization and any court or other tribunal); (iii) any body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including any arbitral tribunal; or (iv) any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of any federal, state, province, local, municipal or non-U.S. government or other political subdivision or otherwise, or any officer or official thereof with requisite authority.

“Holder” means any Unitholder or any Person that retains voting control of any Units Transferred in accordance with Section 9.1(a).

“Holder Minimum Gain” has the meaning set forth for “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i).

“Holder Nonrecourse Deductions” has the meaning set forth for “partner nonrecourse deductions” in Treasury Regulations Section 1.704-2(i).

“Holdings LLC” has the meaning set forth in the preamble.

“Holdings Total Equity Value” means the aggregate proceeds that would be received by the Unitholders if: (i) the assets of Holdings LLC as a going-concern were sold at their Fair Market Value; (ii) Holdings LLC satisfied and paid in full all of its obligations and liabilities (including all Taxes, Tax Distributions, costs and expenses incurred in connection with such transaction and any reserves established by the Board in its good faith discretion for contingent liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.2 and Section 12.2, all as determined reasonably and in good faith by the Board. When determined in connection with a Sale of Holdings LLC, Holdings Total Equity Value shall be derived from the consideration paid in connection with such Sale of Holdings LLC.

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“HSR Act” has the meaning set forth in Section 4.8.

“Incentive Unit” means a Unit having the rights and obligations specified with respect to Incentive Units (or any series thereof) in this Agreement, or any other Unit designated by the Board as an Incentive Unit. Notwithstanding anything to the contrary set forth in this Agreement, an Unvested Incentive Unit shall have no voting, consent or similar rights under this Agreement or under the Delaware Act and shall have no other rights under this Agreement unless and until such Incentive Unit becomes a Vested Incentive Unit (and then shall have only such voting, consent or similar rights under this Agreement as are expressly set forth herein or required by non-waivable provisions of the Delaware Act).

“Indemnified Person” has the meaning set forth in Section 6.4(a).

“Intermediate LLC” means Solo Stove Intermediate, LLC, a Delaware limited liability company, and any successor thereto (whether by merger, conversion, consolidation, recapitalization, reorganization or otherwise).

“Investor Affiliated Person” means, with respect to any Summit Investor or Bertram Investor, any current or former officer, employee, manager, director, (direct or indirect) member, (direct or indirect) partner or co-investor of any of the Summit Investors or any current or former officer, employee, manager, director, (direct or indirect) member, (direct or indirect) partner or co-investor of any affiliated investment fund, management entity or investment vehicle of, as applicable, any Summit Investor (including, for the avoidance of doubt, the admittance of new limited partners or transfers among limited partners of any investment fund or management entity affiliated with Summit Partners, L.P.) or any Bertram Investor (including, for the avoidance of doubt, the admittance of new limited partners or transfers among limited partners of any investment fund or management entity affiliated with Bertram Capital Management, LLC), or any Affiliate or member of the Family Group of any of the foregoing.

“Investors” means, collectively, the Summit Investors and the Other Investors.

“IPO Holdback Period” has the meaning set forth in Section 9.11.

“IRS Notice” has the meaning set forth in Section 8.4(a).

“Liquidation Value” means, with respect to a Unit, the amount of cash that would be distributed to a Unitholder in respect of such Unit if Holdings LLC sold all of its assets as a going-concern for an amount of cash equal to their Fair Market Value and distributed the proceeds pursuant to Sections 4.2 and 12.2.

“Liquidity Event” means (i) a Sale of Holdings LLC, (ii) the dissolution or liquidation or winding-up of Holdings LLC or of its Subsidiaries holding a majority of their consolidated assets (but excluding any such dissolution, liquidation or winding up of a Subsidiary in an internal reorganization), or (iii) the initial Public Offering or listing of Holdings LLC or any Subsidiary on any national securities exchange or substantially equivalent market (including any Rule 144A market or exchange-sponsored private market).

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“Losses” means items of Holdings LLC loss and deduction determined according to Section 3.2.

“Majority Other Investors” means, as of the date of any determination, the Other Investors holding a majority of the Common Units then held by all Other Investors; provided that if no Other Investor then holds any Common Units, then “Majority Other Investors” means the Other Investors who would receive a majority of the dollars received by all Other Investors if an amount equal to the Holdings Total Equity Value were distributed to all Units in accordance with Sections 4.2 and 12.2.

“Majority Summit Investors” means the Summit Investors holding a majority of the As- Converted Holdings of Class A Units then held by all Summit Investors; provided that if no Summit Investor then holds any Class A Units, then “Majority Summit Investors” means the Summit Investors who would receive a majority of the dollars received by all Summit Investors if an amount equal to the Holdings Total Equity Value were distributed to all Units in accordance with Sections 4.2 and 12.2.

“Manager” means an individual serving as a member of the Board who, for purposes of the Delaware Act, will be deemed a “manager” (as defined in the Delaware Act) of Holdings LLC but will be subject to the rights, obligations, limitations and duties set forth in this Agreement.

“Member” means each of the Summit Investors, the Other Investors, each other Person listed on the Schedule of Unitholders attached hereto and each Person admitted to Holdings LLC as a Substituted Member or an Additional Member, in each case only for so long as such Person is shown on Holdings LLC’s books and records as the owner of one or more Units. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of Holdings LLC.

“Member Entity” means any Unitholder that is a corporation, limited liability company, partnership or other entity (other than Blocker, any Summit Investor, other holder of Summit Equity, Bertram Investor, or other Investor that is an institutional investor).

“Member Entity Holders” means, collectively, each of the holders of any Member Entity Securities.

“Member Entity Securities” means any outstanding equity securities or rights to acquire equity securities of any kind or outstanding indebtedness of any Member Entity.

“Observer” has the meaning set forth in Section 5.2(e).

“Offer Notice” has the meaning set forth in Section 9.2(a).

“Offered Securities” has the meaning set forth in Section 3.1(c)(i).

“Offered Units” has the meaning set forth in Section 9.2(a).

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“Offering Price” means (i) with respect to Units (or shares of Successor Stock) in connection with a Public Offering of Holdings LLC, the price of a Unit (or a share of Successor Stock) in such Public Offering, and (ii) with respect to Units in connection with a Public Offering of any Subsidiary of Holdings LLC, the amount a Unit would receive if an amount equal to the Holdings Total Equity Value (derived from the price of securities in such Public Offering) were distributed to all Units in accordance with Section 4.2 in connection with such Public Offering. With the approval of the Majority Summit Investors, the Board may determine to use the mid-point of the range of offering prices printed on the “red herring” prospectus or another reasonable estimation as the price for purposes of the foregoing clauses (i) and (ii) in lieu of the actual price.

“Options” means any rights, warrants or options to subscribe for or purchase Common Units or Convertible Securities.

“Organic Change” has the meaning set forth in Section 4.9(d).

“Original Cost” means, with respect to any Unit, the aggregate amount of the Capital Contribution made to Holdings LLC in exchange for such Unit (in each case, as proportionately adjusted for Unit splits, Unit dividends, recapitalizations and similar actions with respect to the Units).

“Other Business” has the meaning set forth in Section 6.6.

“Other Investor Manager” has the meaning set forth in Section 5.2(a)(i)(A).

“Other Investors” means Blocker and the Persons that may from time to time be listed under the subheading titled “Other Investors” on the Schedule of Unitholders attached hereto, and any other Member who acquires Equity Securities after the date hereof and/or enters into an Equity Agreement after the date hereof pursuant to the terms of Section 3.1, and in either case is designated as an “Other Investor” by the Board with the approval of the Majority Summit Investors; provided, however, that no Summit Investor shall be an Other Investor; provided, further, that Blocker shall be treated as an “Other Investor” to the extent of its Class B Units. A Unitholder may be both an Other Investor and an Executive Member.¹

“Participation Threshold” has the meaning set forth in Section 3.1(d).

“Partnership Income Amount” has the meaning set forth in Section 4.6(b).

“Partnership Tax Audit Rules” means Code Sections 6221 through 6241, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

“Permitted Transferee” means (i) with respect to any Person who is an individual or a member of the Family Group of an individual, a member of such Person’s Family Group, for so long as such Person remains a member of such Person’s Family Group, (ii) with respect to any Person who is an individual, the executors, conservators and representatives of such Person in the event of the death or permanent disability of such Person, (iii) with respect to any Person that is an entity (other than any Executive Member or any other entity referred to in clause (i)), any of such Person’s controlled Affiliates (or Affiliates described in clause (iii) of the definition thereof), (iv) with respect to any Member Entity, to any Person that is a Member Entity Holder, or (v) with respect to any Summit Investor or Bertram Investor, to any Investor Affiliated Person.

¹	NTD: Initial members other than Summit will all be Other Investors and, in the case of affiliates of management, Executive Members.

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“Person” means an individual, a partnership, a corporation (whether or not for profit), a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

“Pro Rata Basis” means, with respect to each Unitholder, and as determined with respect to any particular expense, liability or obligation incurred (or amount of proceeds withheld) in connection with any Transfer of Equity Securities pursuant to Section 9.3 or any Approved Sale, the amount such Unitholder’s proceeds would be reduced as a percentage of the aggregate reduction in proceeds to applicable Unitholders assuming the Holdings Total Equity Value implied by such Transfer or Approved Sale were being distributed to the Unitholders in accordance with Section 4.2 in connection with such Transfer or Approved Sale and as if such expense, liability or obligation were incurred and satisfied (or such amount of proceeds were withheld) prior to such distribution, as determined reasonably and in good faith by the Board.

“Pro Rata Share” means, with respect to each Unit, the proportionate amount such Unit would receive if an amount equal to the Holdings Total Equity Value were distributed to all Units in accordance with Section 4.2, and with respect to each Unitholder, such Unitholder’s proportionate share of the Holdings Total Equity Value based on the Units held by such Unitholder, in each case as determined reasonably and in good faith by the Board; provided that, except to the extent that any Incentive Units are participating in a Transfer, which participation will be determined according to the equity plan and/or grant agreement pursuant to which such Incentive Units were granted (or, if not contained in such equity plans and/or grant agreements, solely by the Board) in which cases such Incentive Units shall be deemed issued and outstanding solely to the extent that such Incentive Units are participating in such Transfer.

“Profits” means items of Holdings LLC income and gain determined according to Section 3.2.

“Proportional Share” of a Unitholder, means the quotient obtained by dividing (x) the number of Common Units held by such Unitholder on a Fully-Diluted Basis as of a particular time, by (y) the number of Common Units outstanding on a Fully-Diluted Basis as of such particular time. Notwithstanding the foregoing, in the event that the Proportional Share is being calculated with respect to less than all of the Unitholders, the Units held by such excluded Unitholders shall not be included in the determination of Fully-Diluted Basis such that at all times the Proportional Shares being calculated with respect to all relevant Unitholders shall equal 100%.

“Public Offering” means any firm commitment underwritten sale of common equity securities of Holdings LLC or any of its Subsidiaries (or, in each case, any corporate successor thereto, including a Successor) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission.

“Public Sale” means any sale or distribution of equity securities to the public pursuant to an effective registration statement under the Securities Act or, in the event the equity securities are registered pursuant to the Securities Exchange Act, to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act (or any similar rule then in force).

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“Purchase Agreement” has the meaning set forth in the recitals.

“Purchasers” has the meaning set forth in the Purchase Agreement.

“Quarterly Estimated Tax Amount” has the meaning set forth in Section 4.6(c).

“Registration Agreement” means that certain Registration Agreement, dated as of October 9, 2020, by and among Holdings LLC and the other Persons named therein, as such agreement may be amended, modified or waived from time to time in accordance with its terms.

“Regulatory Allocations” has the meaning set forth in Section 4.4(h).

“Repurchase Notice” has the meaning set forth in Section 9.13(c).

“Repurchase Option” has the meaning set forth in Section 9.13(a).

“Required Consent” has the meaning set forth in Section 9.1(a).

“Reserve Amount” has the meaning set forth in Section 4.2.

“Restricted Period” shall have the meaning set forth in Section 6.7(a).

“Restructuring” has the meaning set forth in the recitals.

“RFR Transferring Unitholder” has the meaning set forth in Section 9.2(a).

“Sale Notice” has the meaning set forth in Section 9.3(a).

“Sale of Holdings LLC” means either (i) the sale, lease, license, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of Holdings LLC and its Subsidiaries, taken as a whole, or (ii) a transaction or a series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of Equity Securities of Holdings LLC by the holders thereof but not including Transfers to Permitted Transferees), the result of which is that the Unitholders immediately prior to the Sale of Holdings LLC (after giving effect to such transaction or series of related transactions) are no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of both (A) the voting power of the outstanding Equity Securities of Holdings LLC and (B) Holdings Total Equity Value.

“Securities” has the meaning set forth in Section 9.11.

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.

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“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.

“Securities Transaction” has the meaning set forth in Section 9.11.

“Specified Corporate Investment Vehicle” means the Corporate Investment Vehicle to receive contributions in connection with a change in business form pursuant to Section 9.10 pursuant to Code Section 351 as designated or specified from time to time by the Majority Summit Investors, or a successor in interest, transferee or Affiliate thereof designated by such Person or a designee of such Person to be the Specified Corporate Investment Vehicle.

“Subject Securities” means, with respect to each Corporate Investment Vehicle, any outstanding capital stock, other equity interests and outstanding indebtedness of such Corporate Investment Vehicle.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of membership, partnership or other similar ownership interest thereof or the power to elect or appoint a majority of the managers or governing body thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, and without limitation, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the sole, or a majority of the, managing director(s), managing member(s), manager(s), board of managers or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of Holdings LLC.

“Substituted Member” means a Person that is admitted as a Member to Holdings LLC pursuant to Section 10.1.

“Successor” has the meaning set forth in Section 9.10(a).

“Successor Stock” has the meaning set forth in Section 9.10(c).

“Summit Designated Manager” has the meaning set forth in Section 5.2(a)(i)(B).

“Summit Equity” means (i) the Class A Units and any other Units from time to time issued to or acquired by the Summit Investors hereunder or pursuant to any Equity Agreement and any other Equity Securities issued to or acquired by the Summit Investors and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of a unit split, unit dividend

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or other division of securities or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization. As to any particular securities constituting Summit Equity, such securities shall remain Summit Equity in the hands of transferees but such securities shall cease to be Summit Equity when they have been (A) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (B) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force), (C) redeemed or repurchased by Holdings LLC or any Subsidiary or any designee thereof, or (D) Transferred to an Investor Affiliated Person (unless otherwise designated in writing by the Transferring Summit Investor).

“Summit Investors” means, collectively, Blocker, Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-C, L.P., Summit Investors X, LLC and Summit Investors X (UK), L.P., any of their respective partners, members or Affiliates, any other holder of Summit Equity and any of their respective Transferees or Affiliates of the foregoing which are Members, each Person for whom Summit Partners, L.P. or any of its Affiliates controls the voting or other exercise of rights by such Person with respect to Holdings LLC, and each other such Person who acquires Equity Securities after the date hereof or enters into an Equity Agreement after the date hereof pursuant to the terms of Section 3.1; provided; however, that Blocker shall only be treated as a “Summit Investor” to the extent of its Class A Units.

“Summit Manager” means any Summit Designated Manager that is an employee or service-provider partner of Summit Partners, L.P. or any of its affiliated management entities.

“Summit Services Agreement” means that certain letter agreement, dated October 9, 2020, by and between Summit Partners, L.P. and Holdings LLC pertaining to services to be provided from time to time by Summit Partners, L.P. to the Company.

“Supplemental Repurchase Notice” has the meaning set forth in Section 9.13(d).

“Tax” or “Taxes” means any federal, state, local or non-U.S. income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding or other tax of any kind whatsoever, including any transferee liability and any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

“Tax Amount” has the meaning set forth in Section 4.6(b).

“Tax Distribution” has the meaning set forth in Section 4.6(a).

“Tax Matters Member” has the meaning set forth in Section 8.3.

“Taxable Year” means Holdings LLC’s accounting period for federal income tax purposes determined pursuant to Section 8.2.

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“Termination Date” means, with respect to any Executive Member (or a partner or other owner of such Executive Member who once was an employee of or service-provider to Holdings LLC or one of its Subsidiaries), the date on which such employee or service-provider ceases to be employed by or a service-provider to Holdings LLC or any of its Subsidiaries.

“Transfer” means any direct or indirect sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law) or the acts thereof or an offer or agreement to do the foregoing, but excluding conversions and redemptions of Units, stock or other securities by Holdings LLC or any of its Subsidiaries made in accordance with this Agreement. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings. Notwithstanding the foregoing but subject to the next sentence, a transfer of any direct or indirect interest in an institutional investor that is a Member or a direct or indirect owner of a Member shall not constitute a “Transfer” for purposes of this Agreement. For the avoidance of doubt, a Transfer of any interest in (i) a Corporate Investment Vehicle or other special purpose vehicle that has no material assets other than its ownership of Holdings LLC or (ii) any other entity that is not an institutional investor that is a Member or a direct or indirect owner of a Member shall be deemed a Transfer of Units for purposes of this Agreement.

“Transferring Unitholder” has the meaning set forth in Section 9.3(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code, as amended from time to time.

“Unit” means a unit of limited liability company interest representing a fractional part of the interests in Profits, Losses and Distributions of Holdings LLC and shall include Class A Units, Class B Units and Incentive Units; provided that any class, group or series of Units issued shall have the relative rights, powers and obligations set forth in this Agreement.

“Unitholder” means any Member, Assignee or other owner of one or more Units as reflected on Holdings LLC’s books and records.

“Unreturned Capital” means, with respect to any Class A Unit or Class B Unit as of any date, an amount equal to the excess, if any, of (i) the aggregate amount of Capital Contributions made or deemed to have been made with respect to such Unit as of such date over (ii) the aggregate amount of prior Distributions made by Holdings LLC as of such date in respect of such Unit pursuant to Section 4.2.

“Unvested Incentive Units” means any Incentive Units that are not Vested Incentive Units as of any date of determination.

“Vested Incentive Units” means, with respect to any Incentive Units that are subject to vesting pursuant to any Equity Agreement, Incentive Units that have vested in accordance with the terms of such Equity Agreement and, with respect to any other Incentive Units, all such Incentive Units. For the avoidance of doubt, any Incentive Units constituting Summit Equity shall be deemed to be Vested Incentive Units for all purposes of this Agreement.

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ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1 Formation of Holdings LLC. Holdings LLC was formed on the Formation Date, pursuant to the Delaware Act.

Section 2.2 Limited Liability Company Agreement. Upon the execution of this Agreement, each of the Holdings Purchasers (as defined in the Purchase Agreement) shall be admitted to Holdings LLC as an Additional Member. The Members hereby execute this Agreement for the purpose of establishing the affairs of Holdings LLC and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of Holdings LLC set forth in Section 2.7, the rights, powers and obligations of the Unitholders with respect to Holdings LLC will be determined in accordance with the terms and conditions of this Agreement and, except where the Delaware Act provides that such rights, powers and obligations specified in the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect and this Agreement addresses any such rights, powers and obligations (whether or not specifically over-riding the Delaware Act), the Delaware Act; provided that, notwithstanding the foregoing, Section 18-305(a) of the Delaware Act (entitled “Access to and Confidentiality of Information; Records”) shall not apply to or be incorporated into this Agreement and the Unitholders hereby waive any rights under such sections of the Delaware Act (but with it being understood that this proviso shall not affect the obligations of Holdings LLC under Section 7.2).

Section 2.3 Name. The name of Holdings LLC shall be “Solo Stove Holdings, LLC” or such other name as is determined by the Board at any time and from time to time. Notification of any such determination and change shall be given to all Unitholders. Holdings LLC’s business may be conducted under its name and/or any other name or names deemed advisable by the Board.

Section 2.4 Purpose. The purpose and business of Holdings LLC shall be (i) to hold (including through one or more Subsidiaries) the Equity Securities of Intermediate LLC and its Subsidiaries and to perform such other obligations and duties as are imposed upon Holdings LLC under this Agreement, the Purchase Agreement, any Equity Agreements and the other agreements, instruments or documents contemplated hereby and thereby, as the same may be amended or otherwise modified from time to time, (ii) to exercise all rights and powers granted to Holdings LLC (whether as a holder of Intermediate LLC’s Equity Securities or otherwise) under Intermediate LLC’s and its Subsidiaries’ constituent documents, the Purchase Agreement, any Equity Agreements and the other agreements, instruments or documents contemplated hereby and thereby, as the same may be amended or modified from time to time, (iii) to manage and direct the business operations and affairs of Intermediate LLC and its Subsidiaries (including the development, adoption and implementation of strategies, business plans and policies concerning the conduct of Intermediate LLC’s and its Subsidiaries’ business) and (iv) to engage in any other lawful acts or activities for which limited liability companies may be organized under the Delaware Act.

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Section 2.5 Principal Office; Registered Office. The principal office of Holdings LLC shall be located at c/o Summit Partners, LP, 222 Berkeley St, 18th Floor, Boston, MA 02116 or at such other place or places as the Board may from time to time designate, and all business and activities of Holdings LLC shall be deemed to have occurred at its principal office. Holdings LLC may maintain offices at such other place or places as the Board deems advisable. Notification of any such change shall be given to all Unitholders. The address of the registered office of Holdings LLC in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of Holdings LLC) as the Board may designate from time to time in the manner provided by applicable law, and the registered agent for service of process on Holdings LLC in the State of Delaware at such registered office shall be the registered agent named in the Certificate or such Person or Persons as the Board may designate from time to time in the manner provided by applicable law.

Section 2.6 Foreign Qualification. Prior to Holdings LLC conducting business in any jurisdiction other than Delaware, Holdings LLC shall comply, to the extent procedures are available and those matters are reasonably within the control of Holdings LLC’s officers, with all requirements necessary to qualify Holdings LLC as a foreign limited liability company in that jurisdiction.

Section 2.7 Term. The term of Holdings LLC commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XII.

Section 2.8 No State-Law Partnership. The Unitholders intend that Holdings LLC not be a partnership (including a limited partnership) or joint venture and that no Unitholder be a partner or joint venturer of any other Unitholder by virtue of this Agreement for any purposes other than as set forth in the last sentence of this Section 2.8, and neither this Agreement nor any other document entered into by Holdings LLC or any Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. Subject to Section 9.10, as and to the extent permitted by the Code and the relevant Treasury Regulations, the Unitholders intend that Holdings LLC shall be treated as a partnership for federal and, if applicable, state and local income tax purposes and each Unitholder and Holdings LLC shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III

CAPITAL CONTRIBUTIONS

Section 3.1 Unitholders.

(a) Capital Contributions; Schedule of Unitholders. Each Unitholder named on the Schedule of Unitholders has made or has been deemed to have made Capital Contributions to Holdings LLC as set forth on the Schedule of Unitholders in exchange for the Units specified thereon. Any reference in this Agreement to the Schedule of Unitholders shall be deemed a reference to the Schedule of Unitholders as amended in accordance with this Agreement and in effect from time to time. Holdings LLC may (but need not) issue certificates representing the Units (“Certificated Units”). Holdings LLC may issue fractional Units. The Board may in its discretion provide any Unitholder (other than the Summit Investors or the Bertram Investors) with the Schedule of Unitholders in summary form and may omit the amount of Capital Contributions made by and the Units held by each other Unitholder. For the avoidance of doubt, no holder of Incentive Units shall be entitled, by virtue of their ownership of Incentive Units, to any information regarding

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any other Unitholder, including, without limitation, the Schedule of Unitholders. The ownership by a Unitholder of Class A Units, Class B Units, Incentive Units and any other Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV.

(b) Authorized Units; Issuance of Additional Units and Interests.

(i) The authorized Units that Holdings LLC has authority to issue consist entirely of 250,000,000 Class A Units, 175,000,000 Class B Units, and 27,127,659.57 Incentive Units. For so long as any of the Class A Units remain outstanding, the Class A Units will rank senior to the Class B Units, Incentive Units and any other class, group or series of Units or other Equity Securities to the extent described herein.

(ii) Subject to compliance with Section 3.1(c), the Board shall have the right at any time and from time to time to authorize and cause Holdings LLC and its Subsidiaries to create and/or issue additional Equity Securities of Holdings LLC or such Subsidiaries; provided, however, that the Board shall not increase the number of authorized Incentive Units above 10% of the outstanding Common Units of Holdings LLC without the prior written consent of the Majority Other Investors. Upon issuance of additional Equity Securities of Holdings LLC, (A) all Unitholders shall be diluted with respect to such issuance, subject to differences in rights and preferences of different classes, groups and series of Equity Securities, and (B) the Board shall have the power to amend the Schedule of Unitholders to reflect such additional issuances and dilution. Any Person who acquires Equity Securities may be admitted to Holdings LLC as a Member pursuant to the terms of Section 10.2. In connection with any issuance of Units, the Person who acquires such Units shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof (including transfer restrictions, vesting and forfeiture or buyback provisions) as are required by the Board (each, an “Equity Agreement”). Except with respect to the Incentive Units, each Person who acquires Units from Holdings LLC shall, in exchange for such Units, make a Capital Contribution to Holdings LLC in an amount equal to or greater than the then current Fair Market Value of such Units; provided that in the event the Summit Investors are the only Persons acquiring Units in connection with a particular issuance, the price for such Units shall be issued at the greater of $1.00 per Unit or the Fair Market Value of such Units.

(iii) The Members intend that the Incentive Units authorized hereunder are to be an equity incentive pool for issuance to Managers or Executives that the Board may allocate, and that Holdings LLC may issue all or a portion of the authorized Incentive Units to Managers and Executives, which issuance will dilute all of the Unitholders’ share of residual Distributions pursuant to Article IV (subject to any applicable Participation Thresholds). All Incentive Units will be issued pursuant to an Equity Agreement approved by the Board, which Equity Agreement shall contain such provisions as the Board shall determine, which may include, without limitation, (A) the forfeiture of, or the right of Holdings LLC or any or all of the Members and such other Persons as the Board shall designate to repurchase from each holder thereof, all such Incentive Units issued in the

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event such Person ceases to be an employee, officer, manager, director or consultant of or to perform other services for Holdings LLC or its Subsidiaries or upon such other conditions as determined by the Board and (B) provisions regarding vesting of such Incentive Units, including upon the happening of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement by Holdings LLC and its Subsidiaries of certain performance goals. Such Equity Agreements, taken together with this Agreement, are intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act and the issuance of Incentive Units pursuant hereto is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701; provided that the foregoing shall not restrict or limit Holdings LLC’s ability to issue any Incentive Units pursuant to any other exemption from registration under the Securities Act available to Holdings LLC. Other than with respect to the authorized Incentive Units, the Board shall not, without the prior written consent of the Majority Other Investors, increase the number of authorized Incentive Units above 10% of the outstanding Common Units of Holdings LLC or otherwise create any other equity incentive or equity-linked incentive pools (other than those with respect to the authorized Incentive Units) for issuance to individuals or other Persons who are or become Managers or Executives.

(i) Except for issuances of:

(A) Class A Units, Class B Units and Incentive Units (including future As-Converted Holdings of such Class A Units) set forth on the Schedule of Unitholders as of the date hereof or issued pursuant to the Bridge Note Conversion or the Earn-out Issuance;

(B) Equity Securities upon exercise, conversion or exchange of Equity Securities that were issued in compliance with this Section 3.1(c) or Equity Securities that were issued in an issuance that is exempt from this Section 3.1(c);

(C) Equity Securities pursuant to a reorganization into a Successor in accordance with Section 9.10 or otherwise pursuant to a Public Offering;

(D) Equity Securities in connection with arm’s-length, third-party debt financings, refinancings, restructurings or similar transactions approved by the Board in which such third party lenders or investors provide debt financing to Holdings LLC or its Subsidiaries and, for the avoidance of doubt, such lenders or investors do not include any Member or an Affiliate of a Member;

(E) Incentive Units to Managers (other than any Summit Managers) and Executives pursuant to incentive or other compensation plans approved by the Board;

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(F) Equity Securities in connection with the acquisition of another corporation or entity by Holdings LLC or its Subsidiaries, whether by merger, purchase of all or substantially all assets or other acquisition stock, recapitalization or reorganization; provided however that if such issuance will result in dilution of the initial Other Investors by 50% or more as compared to their ownership on a Fully-Diluted Basis as of the date hereof, then such issuance shall either (i) require the vote of the Majority Other Investors or (ii) each Investor (other than any Excluded Holder) shall be permitted to purchase their Proportional Share of such Offered Securities pursuant to the terms of Section 3.1(c);

(G) Equity Securities in connection with any transaction deemed to be “strategic” by the Board (including a joint venture, merger, consolidation or other acquisition or disposition transaction) other than any such transaction with any of the Summit Investors or any of their Affiliates, and provided that such transaction relates to the operation of Holdings LLC’s and its Subsidiaries’ businesses and is not conducted for the primary purpose of raising equity capital; or

(H) Units issued in connection with any Unit split, Unit dividend or recapitalization of Holdings LLC;

if Holdings LLC or any of its Subsidiaries sells any of its (i) Equity Securities to any Person or (ii) issues any nonconvertible debt securities to any Summit Investor or any of their Affiliates, Holdings LLC shall (or shall cause its applicable Subsidiary) offer to sell to each Investor (other than any Excluded Holder) a portion of such Equity Securities or other securities or other loan participations (collectively, the “Offered Securities”) equal to such Investor’s Proportional Share (calculated without regard to the Excluded Holders). Each such Investor shall be entitled to purchase such Offered Securities at the most favorable price and on the most favorable terms as such Offered Securities are to be offered to any Person; provided that if any such Person purchasing Offered Securities is also purchasing other securities or other debt obligations of Holdings LLC or any of its Subsidiaries, each Investor exercising its rights pursuant to this Section 3.1(c) also shall be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are purchasing. The purchase price for all securities offered to such Investors hereunder shall be payable in cash or, to the extent consistent with the terms offered to any other Persons, installments over time or such other form of consideration as shall be agreed to and payable by any Investors and/or any of their respective Affiliates. Each Investor shall be entitled to assign its rights pursuant to this Section 3.1(c) to any of its Affiliates; provided that in the event an assignee of such rights exercises such rights and such assignee is not otherwise a Member or bound by this Agreement, the assignee shall enter into a counterpart signature page to this Agreement and at such time shall automatically become admitted as an Additional Member with respect to the Offered Securities so purchased.

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(ii) In order to exercise its purchase rights hereunder, an Investor must within 15 calendar days after receipt of written notice from Holdings LLC describing in reasonable detail the Offered Securities, the purchase price thereof, the payment terms and such Investor’s Proportional Share, deliver a written notice to Holdings LLC irrevocably exercising such Investor’s purchase rights hereunder. If any Investor does not exercise its purchase rights under this Section 3.1(c) by the end of such 15-day period, then the Offered Securities originally offered to such Investor shall during the immediately following five-day period be reoffered by Holdings LLC to each Investor that has exercised its purchase rights under this Section 3.1(c). If any of the Investors that have exercised their purchase rights under this Section 3.1(c) indicate interest within such five-day period in acquiring additional Offered Securities in an amount in excess of the aggregate amount of Offered Securities remaining, then such remaining Offered Securities will be allocated among such Investors according to their respective Proportional Shares.

(iii) Upon the expiration of the offering periods described above, Holdings LLC shall be entitled to sell the Offered Securities that the Investors have not elected to purchase during the 60 calendar days following such expiration at a price not less and on other terms and conditions not more favorable in the aggregate to the purchasers thereof than that offered to the Investors. Any Offered Securities offered or sold by Holdings LLC after such 60-day period must be reoffered to the Investors pursuant to the terms of this Section 3.1(c).

(iv) Notwithstanding anything to the contrary set forth herein, in lieu of offering any Offered Securities to the eligible Investors pursuant to this Section 3.1(c) at the time such Offered Securities are offered and sold to any Person, Holdings LLC may comply with the provisions of this Section 3.1(c) by making an offer to sell to the Investors that do not participate in the initial offering and sale their Proportional Share of such Offered Securities promptly after such an offer and sale is effected. In such event, for all purposes of this Section 3.1(c), each Investor’s Proportional Share shall be determined disregarding the Offered Securities so as to achieve the same economic effect as if Proportional Share were calculated prior to such offer and sale.

(v) The rights of the Investors under this Section 3.1(c) shall terminate upon the consummation of an initial Public Offering.

(d) Profits Interests. The Incentive Units are intended to be “profits interests” under IRS Revenue Procedure 93-27, IRS Revenue Procedure 2001-43 and IRS Notice 2005-43 and the provisions of this Agreement shall be interpreted and applied consistently therewith. In the event that Holdings LLC issues any Incentive Unit or other Equity Security intended to be a “profits interest” after the date hereof, the Board may take such actions (including making appropriate adjustments to the terms of any such Incentive Unit or other Equity Security or otherwise amending the terms of this Agreement) in order for such Incentive Unit or other Equity Security to be treated as a “profits interest” as described in the immediately preceding sentence, including (i) establishing a threshold amount (so that the Liquidation Value of such Incentive Unit or other Equity Security being issued is zero immediately after issuance) of cumulative Distributions that must be made pursuant to Section 4.2 (or any one or more subsections thereof) with respect to all or one or more specified classes of Units outstanding immediately prior to the issuance of such Incentive Unit or other Equity Security before such Incentive Unit or other Equity Security may receive any Distributions (such threshold amount, a “Participation Threshold”), (ii) authorizing a new series of Incentive Units or other Equity Securities (e.g., Series 1 Incentive Units, Series 2 Incentive Units, Series 3 Incentive Units, etc.) and establishing a Participation

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Threshold applicable to all Incentive Units or other Equity Securities issued as part of such series or (iii) requiring that the recipient thereof pay Holdings LLC an amount per Incentive Unit or other Equity Security at least equal to the Liquidation Value thereof. Except as otherwise determined by the Board, any Unitholder who receives Incentive Units that are subject to a substantial risk of forfeiture within the meaning of Code Section 83 shall make a timely and effective election under Code Section 83(b) with respect to such Incentive Units. Holdings LLC and all Unitholders shall (A) treat such Incentive Units as outstanding for tax purposes, (B) treat such Unitholder as a member of Holdings LLC for U.S. federal income tax purposes with respect to such Incentive Units and (C) file all Tax returns and reports consistently with the foregoing (except for non-U.S. federal returns or reports for which a different Tax treatment is required by applicable law), and neither Holdings LLC nor any of its Unitholders will deduct any amount (as wages, compensation or otherwise) for the fair market value of such Incentive Units for U.S. federal income tax purposes. In the event of any change in Holdings LLC’s capital structure, the Board may equitably adjust the Participation Thresholds of the outstanding Incentive Units to the extent necessary (in the Board’s good faith judgment) to prevent such capital structure change from impeding the economic results intended by this Agreement, including, if applicable, that any Units that are granted to executives of, or other service providers to, Holdings LLC in exchange for services provided or to be provided to Holdings LLC or any Subsidiary thereof are intended to be profits interests when issued for U.S. federal income tax purposes. Unless otherwise determined by the Board, the Incentive Units issued hereunder and the Equity Agreements executed in connection therewith are in connection with and a part of the compensation and incentive arrangements among Holdings LLC, its Subsidiaries and the Holder thereof and such Equity Agreements, together with any related provisions of this Agreement, are intended to be a “compensatory benefit plan” within the meaning of Rule 701 of the Securities Act and all Incentive Units issued hereunder are intended to qualify for an exemption from the registration requirements under the Securities Act pursuant to Rule 701 promulgated pursuant thereto and under applicable state securities laws. All interpretations made by the Board (or, if applicable, the compensation committee of the Board), which interpretations shall be made in the Board’s or the compensation committee’s good faith discretion, with regard to any question arising with respect to Incentive Units, whether under any such Equity Agreements or the related provisions of this Agreement, shall be binding and conclusive on the Holders of Incentive Units and Holdings LLC.

(e) Certain Representations and Warranties. By executing this Agreement (or, after the date hereof, unless otherwise waived by the Board, any counterpart or joinder to this Agreement) and in connection with the issuance at any time and from time to time of Equity Securities to such Unitholder, each Unitholder represents and warrants to Holdings LLC as follows:

(i) The Equity Securities being acquired by such Unitholder pursuant to this Agreement or otherwise will be or have been acquired for such Unitholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act or any applicable state securities laws and the Equity Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

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(ii) Such Unitholder is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Equity Securities and is either (A) an executive officer of Holdings LLC or a Subsidiary or Affiliate thereof or is a service provider knowledgeable about Holdings LLC and its Subsidiaries or (B) an “accredited investor” or “sophisticated investor” as such terms are defined under the Securities Act. Such Unitholder has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any event that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of Holdings LLC’s use of the Rule 506 exemption under Regulation D of the Securities Act.

(iii) Such Unitholder is able to bear the economic and financial risk of his, her or its investment in the Equity Securities for an indefinite period of time because the Equity Securities have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on transfer set forth herein and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available and in compliance with such restrictions on transfer.

(iv) Such Unitholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Equity Securities and has had full access to such other information concerning Holdings LLC and its Subsidiaries and Affiliates as he, she or it has requested, such that such Unitholder has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in Holdings LLC.

(v) Such Unitholder has received and carefully read a copy of this Agreement. This Agreement and each of the other agreements contemplated hereby to be executed by such Unitholder (including, if applicable, the Purchase Agreement, any Equity Contribution Agreement, any Employment Agreement or any Equity Agreement) constitute the legal, valid and binding obligations of such Unitholder, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement and such other agreements do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Unitholder is a party or any judgment, order or decree to which such Unitholder is subject.

(vi) If Unitholder is a natural person, such Unitholder understands that, for so long as such Unitholder is employed by Holdings LLC or any non-corporate wholly-owned Subsidiary of Holdings LLC, such Unitholder may be deemed a partner (and not an employee) and any compensation received by such Unitholder may be deemed a guaranteed payment for all applicable federal, state and local income tax purposes.

(vii) Such Unitholder is a resident of the state, or if not a natural person has its principal place of business in the state, set forth under his, her or its name on the Schedule of Unitholders or in any applicable Equity Agreement.

(viii) Such Unitholder has been given the opportunity to consult with independent legal counsel regarding his, her or its rights and obligations under this Agreement and has consulted with such independent legal counsel regarding the foregoing (or, after carefully reviewing this Agreement, has freely decided not to consult with independent legal counsel), fully understands the terms and conditions contained herein and therein and intends for such terms to be binding upon and enforceable against him, her or it.

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Section 3.2 Capital Accounts.

(a) Maintenance of Capital Accounts. Holdings LLC shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). Without limiting the foregoing, each Unitholder’s Capital Account shall be adjusted:

(i) by adding any additional Capital Contributions made by such Unitholder;

(ii) by deducting any amounts paid to such Unitholder in connection with the redemption or other repurchase by Holdings LLC of Units;

(iii) by adding any Profits allocated in favor of such Unitholder and subtracting any Losses allocated in favor of such Unitholder; and

(iv) by deducting any distributions (including Distributions) paid in cash or other assets to such Unitholder by Holdings LLC.

(b) Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of Holdings LLC income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

(i) The computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(1)(B) or Code Section 705(a)(2)(B) and Treasury Regulations Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes;

(ii) If the Book Value of any Holdings LLC property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property and the amount of such gain or loss shall be allocated according to Section 4.3 to the Unitholders who hold Units immediately prior to the event that causes the calculation of such gain or loss;

(iii) Items of income, gain, loss or deduction attributable to the disposition of Holdings LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property;

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(iv) Items of depreciation, amortization and other cost recovery deductions with respect to Holdings LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g);

(v) To the extent an adjustment to the adjusted tax basis of any Holdings LLC asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required to be taken into account pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis);

(vi) To the extent that Holdings LLC distributes any asset in kind to the Unitholders, Holdings LLC shall be deemed to have realized Profits or Losses thereon in the same manner as if Holdings LLC had sold such asset for an amount equal to the Fair Market Value of such asset or, if greater and otherwise required by the Code, the amount of debts to which such asset is subject; and

(vii) This Section 3.2 shall be applied in a manner consistent with the principles of Proposed Treasury Regulations Sections 1.704-1(b)(2)(iv)(d), (f)(1), (h)(2) and (s).

Section 3.3 Negative Capital Accounts. No Unitholder shall be required to pay to any other Unitholder or Holdings LLC any deficit or negative balance that may exist from time to time in such Unitholder’s Capital Account (including upon and after the dissolution of Holdings LLC).

Section 3.4 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to receive any Distribution from Holdings LLC, except as expressly provided herein.

Section 3.5 Loans from Unitholders. Loans from Unitholders to Holdings LLC shall not be considered Capital Contributions. If any Unitholder loans funds to Holdings LLC in excess of the amounts required hereunder to be contributed by such Unitholder to the capital of Holdings LLC, the making of such loans shall not result in any increase in the amount of the Capital Account of such Unitholder. The amount of any such loans shall be a debt of Holdings LLC to such Unitholder and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made; provided, that such terms and conditions are no more favorable to such lending Unitholder than those which would be agreed to in an orderly transaction with a willing, unaffiliated lender in an arm’s-length transaction.

Section 3.6 Distributions In-Kind. To the extent that Holdings LLC distributes property in-kind to the Unitholders, Holdings LLC shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Sections 4.2 and such property shall be treated as if it were sold for an amount equal to its Fair Market Value and any resulting gain or loss shall be allocated to the Unitholders’ Capital Accounts in accordance with Section 4.3 and Section 4.4.

Section 3.7 Adjustments to Book Value. Holdings LLC shall adjust the Book Value of its assets to Fair Market Value in accordance with Treasury Regulations Section 1.704- 1(b)(2)(iv)(f) as of the following times: (a) at the Board’s discretion (with the approval of the Majority Summit Investors) in connection with the issuance of Units in Holdings LLC or a more than de minimis Capital Contribution to Holdings LLC; (b) at the Board’s discretion (with the

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approval of the Majority Summit Investors) in connection with the Distribution by Holdings LLC to a Unitholder of more than a de minimis amount of Holdings LLC assets, including money; (c) the liquidation of Holdings LLC within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), and (d) at such other times as the Board shall reasonably determine (with the approval of the Majority Summit Investors) necessary or advisable in order to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2. Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Unitholders under Section 4.3 (determined immediately prior to the event giving rise to the revaluation). Notwithstanding any other provision in this Agreement to the contrary, Holdings LLC shall adjust the Book Value of its assets to Fair Market Value in connection with the transactions contemplated by the Purchase Agreement and the Capital Accounts of the Unitholders as of the date hereof shall reflect all Profits and Losses allocated to the Unitholders as a result of such adjustment.

Section 3.8 Compliance With Treasury Regulations Section 1.704-1(b). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by Holdings LLC or any Unitholder), are computed in order to comply with such Treasury Regulations, the Board may make such modification. The Board (with the approval of the Majority Summit Investors) also shall (a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unitholders and the amount of Holdings LLC capital reflected on Holdings LLC’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g), and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b).

Section 3.9 Transfer of Capital Accounts. If a Unitholder Transfers Units to a new or existing Unitholder, the transferee Unitholder shall succeed to that portion of the transferor’s Capital Account that is attributable to the transferred Units. Any reference in this Agreement to a Capital Contribution of or Distribution to a Unitholder that has succeeded any other Unitholder shall include any Capital Contributions or Distributions previously made by or to the former Unitholder on account of the Units of such former Unitholder transferred to such Unitholder.

Section 3.10 Contribution of Bridge Note. In the event that the Bridge Note is not repaid by Holdings LLC or any of its Subsidiaries prior to the Maturity Date (as defined in the Bridge Note), then, on the Maturity Date, the Summit Investors shall subscribe for additional Class A Units at $1.00 per Class A Unit pursuant to the terms of a customary subscription agreement, with the amount received by Holdings LLC in connection with such subscription to be used to pay down the outstanding indebtedness under the Bridge Note; provided, in no event shall the number of Class A Units issued pursuant to this Section 3.10 exceed the number of Class A Units that would be issued if the outstanding indebtedness under the Bridge Note were converted into Class A Units at a price of $1.00 per Class A Unit (the “Bridge Note Conversion”).

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Section 3.11 Earnout Payment. In the event an Earn-out Amount (as defined in the Purchase Agreement) is earned and payable pursuant to the terms of Section 1G of the Purchase Agreement, Holdings LLC shall pay, or shall cause the Company to pay, such amounts as contemplated by Section 1G(vi) of the Purchase Agreement. If Holdings LLC, together with the Company, is unable to pay such Earn-Out Amount in cash in full in accordance with Section 1G(vi) of the Purchase Agreement, the Purchasers (as defined in the Purchase Agreement) shall subscribe for additional Class A Units of Holdings LLC (or, in the case of Blocker Purchasers (as defined in the Purchase Agreement), Class A units of Blocker Parent, which shall be used to acquire corresponding Class A units of Blocker Purchaser, Blocker, and ultimately Class A Units of Holdings LLC) with an aggregate value equal to the Purchaser Funded Amount and Holdings LLC shall issue Class B Units to the applicable Sellers (as defined in the Purchase Agreement) (or, in the case of Blocker Sellers (as defined in the Purchase Agreement), Class B Units to Blocker, which shall issue Class B units to Blocker Purchaser, Blocker Parent, and ultimately the Blocker Sellers) in accordance to Section 1G(vii) of the Purchase Agreement at the same price per unit as the Class A Units acquired directly or indirectly by the Purchasers in accordance with this Section 3.11 and Section 1G of the Purchase Agreement (such issuance of Class A Units and Class B Units pursuant to this Section 3.11, the “Earn-Out Issuance”). Following the Closing, the Purchasers (as defined in the Purchase Agreement), in their capacity as direct or indirect holders of Class A Units, shall cause Holdings LLC to cause the Company to use good faith commercially reasonable efforts to obtain third party debt financing on commercially reasonable terms in an amount to pay the Phantom Plan Participant Earn-Out Amount (as defined in the Purchase Agreement) and an additional amount that can be distributed to Holdings and would be sufficient to pay the Seller Earn-Out Amount (as defined in the Purchase Agreement) in immediately available funds on or prior to the Earn-Out Payment Date (as defined in the Purchase Agreement) or, if the Company is not able to obtain debt financing for the full Earn-Out Amount, then for as much of the Earn-Out Amount as is possible on commercially reasonable terms. Holdings LLC and the Members agree, for U.S. federal income tax purposes, to treat such Earn-Out Issuance as an adjustment to the transaction consideration pursuant to the Purchase Agreement and Holdings LLC shall (x) make corresponding adjustments to the initial Capital Accounts of the Unitholders as necessary or appropriate and (y) prepare and file all tax returns consistent therewith unless otherwise required by applicable law.

ARTICLE IV

DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES

Section 4.1 Distributions Generally. Subject to the provisions of the Delaware Act, the provisions of this Article IV and the provisions of any other agreement to which Holdings LLC may be bound, the Board shall have sole discretion regarding the amounts and timing of Distributions to Unitholders.

Section 4.2 Priority of Distributions. Subject to Section 4.1 and in addition to Holdings LLC’s obligations to make Tax Distributions pursuant to Section 4.6, the Board may (but shall not be obligated to) make Distributions at any time or from time to time in (and any determination of the value or price of Units in connection with any Transfer or Liquidity Event shall reflect and give effect to) the following order and priority, and, with respect to each time Distributions are being made, no Distributions shall be made pursuant to any subsequent clause of the following until all Distributions under all prior clauses have been fully paid:

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(i) first, to the holders of Class A Units (ratably among such holders based on the Class A Units held by each holder immediately prior to such Distribution), until the aggregate Unreturned Capital with respect to each such Holder’s Class A Units has been reduced to zero;

(ii) second, to the Holders of Class B Units (ratably among such holders based on the Class B Units held by each such Holder immediately prior to such Distribution) until the aggregate Unreturned Capital with respect to each such Holder’s Class B Units has been reduced to zero;

(iii) thereafter, to the holders of Common Units and (subject to the last paragraph of this Section 4.2) Incentive Units (ratably among such holders based upon the number of Common Units held by each such holder on a Fully-Diluted Basis immediately prior to such Distribution and the number of Incentive Units held by such holder immediately prior to such Distribution and then entitled to receive Distributions pursuant to the immediately following proviso); provided that the holders of Incentive Units with a particular Participation Threshold shall be entitled to receive amounts under this Section 4.2(iii) (and such Incentive Units shall be treated as outstanding for purposes of determining each holder’s ratable share of such amounts under this Section 4.2(iii)), if ever, only to the extent that a cumulative amount per Unit has been distributed pursuant to this Section 4.2(iii) from and after the date such Incentive Unit has been issued in respect of any reference Units (as established by the Board with respect to such Incentive Unit and which may include other Incentive Units with a lesser Participation Threshold) equal to the Participation Threshold of such Incentive Unit (and, for the avoidance of doubt, if such cumulative amount has been so-distributed, such Incentive Units shall only be entitled to share in Distributions to the extent exceeding its Participation Threshold).

Notwithstanding anything to the contrary contained in this Agreement, the portion of any Distribution (other than, for the avoidance of doubt, any portion of a Tax Distribution) that otherwise would be made with respect to any Unvested Incentive Unit pursuant to this Section 4.2 (if such Unvested Incentive Unit were vested) shall be treated as Distributed for purposes of this Section 4.2 (but not for the purposes of Distributions pursuant to Section 12.2 or otherwise in connection with any Liquidity Event, to the extent any Unvested Incentive Unit would not become a Vested Incentive Unit in connection with the corresponding Liquidity Event) but shall be held in reserve by Holdings LLC or its Subsidiaries (the “Reserve Amount”) until such Unvested Incentive Unit either (i) vests (unless a later time is expressly specified in any applicable Equity Agreement), in which case the portion of the Reserve Amount attributable to such Unit shall be distributed to the holder of such Unit to the extent that Holdings LLC holds funds or other liquid assets that are legally available for distribution to its Unitholders, or (ii) expires or is forfeited, cancelled, repurchased or otherwise acquired by Holdings LLC or its Subsidiaries, in which case the portion of the Reserve Amount attributable to such Unit shall be distributed among the holders of Common Units and Incentive Units in accordance with this Section 4.2 (subject to the holdback terms of this sentence with respect to any other Unvested Incentive Units).

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Section 4.3 Allocation of Profits and Losses. After applying Section 4.4, all remaining Profits or Losses for any Taxable Year shall be allocated among the Unitholders in such a manner as to reduce or eliminate, to the extent possible, any difference, as of the end of such Taxable Year, between (a) the sum of (i) the Capital Account of each Unitholder, (ii) such Unitholder’s share of Company Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(g)) and (iii) such Unitholder’s Holder Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(i)(2)) and (b) the respective net amounts, positive or negative, which would be distributed to such Unitholder or for which such Unitholder would be liable to Holdings LLC under the Delaware Act, determined as if Holdings LLC were to (x) liquidate the assets of Holdings LLC for an amount equal to their Book Value and (y) distribute the proceeds of liquidation pursuant to Section 12.2. The Unitholders acknowledge that allocations like those described in Proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Profits and Losses provided for in this Agreement. For the avoidance of doubt, Holdings LLC is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Profits and Losses shall be made in accordance with Proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Section 4.4 Regulatory and Special Allocations.

(a) Company Minimum Gain Chargeback. If there is a net decrease in Holdings LLC’s Company Minimum Gain during any Taxable Year, each Unitholder shall be specially allocated Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Unitholder’s share of the net decrease in Holdings LLC’s Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 4.4(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Holder Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Holder Minimum Gain during any Taxable Year, each Unitholder that has a share of such Holder Minimum Gain shall be specially allocated Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Unitholder’s share of the net decrease in Holder Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.4(b) is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Qualified Income Offset. If any Unitholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), Profits shall be specially allocated to such Unitholder in an amount and manner sufficient to eliminate the adjusted Capital Account deficit (determined according to Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This Section 4.4(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

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(d) Nonrecourse Deductions. Holdings LLC nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Fiscal Year shall be allocated to the Unitholders ratably in accordance with their ownership of Common Units on a Fully-Diluted Basis and Incentive Units giving effect to As-Converted Holdings. Holder Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i).

(e) Ordering Rules. Notwithstanding anything contained in this Agreement to the contrary, allocations for any Fiscal Year or other period of nonrecourse deductions and Holder Nonrecourse Deductions (pursuant to Section 4.4(d)) or of items required to be allocated pursuant to the minimum gain chargeback requirements contained in Section 4.4(a) and Section 4.4(b), shall be made before any other allocations hereunder.

(f) Offsetting Allocations. If, and to the extent that, any Unitholder is deemed to recognize any item of income, gain, deduction or loss as a result of any transaction between such Unitholder and Holdings LLC pursuant to Code Sections 1272-1274, 7872, 483, 482 or 83 or any similar provision now or hereafter in effect, and the Board determines in good faith that any corresponding Profits or Losses of the Unitholder who recognizes such item should be allocated to such Unitholder in order to reflect the Unitholders’ economic interest in Holdings LLC, then the Board may so allocate such Profits or Losses.

(g) Excess Nonrecourse Liabilities. For purposes of determining a Unitholder’s share of the “excess nonrecourse liabilities” of Holdings LLC within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Unitholder’s share of Holdings LLC Profits shall be deemed to be in proportion to such Unitholder’s ownership of Common Units on a Fully-Diluted Basis and Incentive Units giving effect to As-Converted Holdings.

(h) Reallocation. The allocations set forth in Section 4.4(a) through Section 4.4(d) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profits and Losses or make Distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby to cause the respective Capital Accounts of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profits and Losses (and such other items of income, gain, deduction and loss) among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations to each such Unitholder is zero.

Section 4.5 Tax Allocations.

(a) Except as provided in Section 4.5(b), for federal, state and local income tax purposes, each item of income, gain, loss or deduction shall be allocated among the Unitholders in the same manner and in the same proportion that the corresponding book items have been allocated among the Unitholders’ respective Capital Accounts; provided that, if any such allocation is not permitted by the Code or other applicable law, then each subsequent item of income, gain, loss, deduction and credit shall be allocated among the Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

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(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of Holdings LLC shall, solely for tax purposes, be allocated among the Unitholders so as to take account of any variation between the adjusted basis of such asset for federal income tax purposes and its initial Book Value. Such allocations shall be made using any reasonable method specified in Treasury Regulations Section 1.704-3 as the Board determines (with the approval of the Majority Summit Investors). In the event the Book Value of any Holdings LLC asset is adjusted pursuant to Section 3.7, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value using any method the Board determines (with the approval of the Majority Summit Investors); provided that such method shall be a method acceptable under the Code and the Treasury Regulations.

Section 4.6 Tax Distributions.

(a) Notwithstanding anything to the contrary contained in Sections 4.2, beginning with the first quarter after the date of this Agreement, to the extent that Holdings LLC holds funds or other liquid assets that are legally available for Distribution to its Unitholders and the Board (with the approval of the Majority Summit Investors) does not determine (in good faith) that such Distributions would impair in any material respect Holdings LLC’s and its Subsidiaries’ financial position, Holdings LLC shall distribute four times per year (each time no later than the date on which federal quarterly estimated tax payments are due for corporations or individuals, whichever is earlier) to each Unitholder an amount of cash equal to such Unitholder’s Quarterly Estimated Tax Amount for such quarter of the Taxable Year (each, a “Tax Distribution”). Tax Distributions shall be treated as an advance to each Unitholder under the portion of Section 4.2 that gave rise to the underlying allocation of taxable income warranting the Tax Distribution. No Tax Distributions shall be payable in connection with a Liquidity Event unless otherwise determined by the Board. No Tax Distributions shall be payable with respect to a tax period (or portion thereof) ending on or before the date hereof.

(b) A Unitholder’s “Tax Amount” for a Taxable Year shall be equal to (i) the product of (A) the Applicable Tax Rate multiplied by (B) the excess of (I) such Unitholder’s Partnership Income Amount for such Taxable Year over (II) any net taxable losses of Holdings LLC allocated to such Unitholder for any prior Taxable Year to the extent such losses have not been previously taken into account to offset taxable income pursuant to this clause and to the extent such losses would be available under the Code to offset income of the Unitholders (or, as appropriate, the direct or indirect partners or members of the Unitholder) determined as if income and loss from Holdings LLC was the only income and loss of such Unitholder (or, as appropriate, the direct or indirect partners or members of such Unitholder) in such Taxable Year and all prior Taxable Years minus (ii) tax credits allocated by Holdings LLC to such Unitholder (to the extent such tax credits have not been previously used to offset such Unitholder’s Tax Amount pursuant to this clause). A Unitholder’s “Partnership Income Amount” for a Taxable Year

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shall be an amount equal to the sum of (x) the taxable income allocated by Holdings LLC to such Unitholder for such Taxable Year (which, for the avoidance of doubt, includes allocations of net income or gross income and shall be determined without regard to any adjustment of the tax basis of Holdings LLC’s assets pursuant to Code Section 732(d), 734(b), 743(b) or 754 (or any similar tax basis step-up) or under Code Section 704(c)), plus (y) any guaranteed payments for the use of capital (determined pursuant to Code Section 707) by Holdings LLC to such Unitholder for such Taxable Year. The amounts in respect of tax withholding on payments to or from Holdings LLC for which Unitholders (or owners directly or indirectly of such Unitholders) are credited under applicable Tax law shall be credited against payments of the Tax Amount to such Unitholders. A Unitholder’s Tax Amount shall be determined initially by the Board on the basis of the figures set forth on Internal Revenue Service Form 1065 filed by Holdings LLC and the similar state or local forms filed by Holdings LLC but shall be subject to subsequent adjustment pursuant to audit, litigation, settlement, amended return or the like.

(c) An “Estimated Tax Amount” for a Taxable Year (or fiscal period) shall be a Unitholder’s Tax Amount for such Taxable Year (or fiscal period) as estimated from time to time by the Board. A Unitholder’s “Quarterly Estimated Tax Amount” for any quarter of a Taxable Year shall be equal to the excess, if any of (i) the product of (A) ¹⁄₄ in the case of the first quarter of the Taxable Year, ¹⁄₂ in the case of the second quarter of the Taxable Year, ³⁄₄ in the case of the third quarter of the Taxable Year or 1 in the case of the fourth quarter of the Taxable Year, multiplied by (B) such Unitholder’s Estimated Tax Amount for such Taxable Year, over (ii) all prior Distributions of Quarterly Estimated Tax Amounts for such Taxable Year. For each Taxable Year, (x) the excess, if any, of (I) a Unitholder’s actual Tax Amount based on such Unitholder’s Partnership Income Amount reflected on such Unitholder’s Schedule K-1, over (II) the total Tax Distributions received by such Unitholder in respect of the applicable Taxable Year shall be distributed and treated as a Tax Distribution for all purposes to such Unitholder on the Tax Distribution date next following the issuance of Schedule K-1, and (y) conversely, the excess, if any, of (A) a Unitholder’s total Tax Distributions received by such Unitholder in respect of the applicable Taxable Year, over (B) such Unitholder’s actual Tax Amount based on such Unitholder’s Partnership Income Amount reflected on such Unitholder’s Schedule K-1 shall be credited against and reduce the amount to be distributed to such Unitholder on the Tax Distribution date(s) next following the issuance of the Schedule K-1. On or prior to payment of each Tax Distribution, Holdings LLC shall use commercially reasonable efforts to deliver to each Member a statement setting forth its calculation of such Member’s Quarterly Estimated Tax Amount.

Section 4.7 Section 754 Election. Holdings LLC shall elect for its Taxable Year beginning on the date of its formation and (if different) its Taxable Year that includes the date of this Agreement pursuant to Section 754 of the Code to adjust the basis of Holdings LLC property as permitted and provided in Sections 734 and 743 of the Code.

Section 4.8 Indemnification and Reimbursement for Payments on Behalf of a Unitholder. If Holdings LLC is required by law to, or as part of a closing agreement with a Governmental Entity does, make any payment to a Governmental Entity that is specifically attributable to a Unitholder (including income allocable to such Unitholder) or a Unitholder’s status as such (including federal or state withholding taxes, state personal property taxes, state unincorporated business taxes and Taxes arising under the Partnership Tax Audit Rules) (“Entity Taxes”), then such Unitholder shall indemnify Holdings LLC in full for (and contribute to

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Holdings LLC) the entire amount paid (including interest, penalties and related expenses). Such contribution shall not increase such Unitholder’s Capital Contribution and no additional Units will be issued to such Unitholder in respect thereof. The Board may offset Distributions to which a Unitholder is otherwise entitled under this Agreement against such Unitholder’s obligation to indemnify Holdings LLC under this Section 4.8. A Unitholder’s obligation to indemnify and make contributions to Holdings LLC under this Section 4.8 shall survive any Transfer (including by way of redemption) of a Unitholder’s Units and the termination, dissolution, liquidation and winding up of Holdings LLC, and for purposes of this Section 4.8, Holdings LLC shall be treated as continuing in existence. For the avoidance of doubt, any Entity Taxes, penalties, and interest payable under the Partnership Tax Audit Rules by Holdings LLC or any fiscally transparent entity in which Holdings LLC owns an interest shall be treated as specifically attributable to the Unitholders, and the Board shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such Taxes, penalties or interest to those Unitholders to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Board.

Section 4.9 Adjustments to Conversion Price.

(a) General.

(i) The initial Conversion Price shall be as set forth in the definition thereof. In order to prevent dilution of the rights of the holders of Class A Units, the Conversion Price shall be subject to adjustment from time to time after the date of this Agreement, pursuant to this Section 4.9(a).

(ii) If and whenever Holdings LLC issues or sells, or in accordance with Section 4.9(b) is deemed to have issued or sold, any Common Units for consideration per Unit (giving effect to any participation thresholds or exercise prices) less than the Conversion Price in effect as of the date of such issue or sale, then immediately upon such issue or sale or deemed issue or sale, the Conversion Price shall be reduced to a new Conversion Price equal to the product of (A) the Conversion Price in effect immediately prior to such issue or sale, multiplied by (B) a fraction, the numerator of which shall be the sum of (I) the product of (x) the number of Common Units Deemed Outstanding immediately prior to such issue or sale, multiplied by (y) the Conversion Price in effect immediately prior to such issue or sale, plus (II) the consideration, if any, received by Holdings LLC upon such issue or sale, and the denominator of which shall be the product of (X) the Conversion Price in effect immediately prior to such issue or sale, multiplied by (Y) the number of Common Units Deemed Outstanding immediately after such issue or sale.

(iii) Notwithstanding the foregoing, there shall be no adjustment in the Conversion Price as a result of (a) any issue or sale (or deemed issue or sale) of up to an aggregate of 27,127,659.57 Incentive Units (as such number of units is proportionately adjusted for subsequent unit splits, combinations and unit dividends affecting the Incentive Units); (b) adjustments to the As-Converted Holdings of Common Units with respect to the Class A Units; or (c) any issue or sale (or deemed issue or sale) of Units issued by reason of a unit dividend, unit split or other distribution with respect to Common Units that is covered by Section 4.9(c) and Section 4.9(d)

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(iv) Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Price may be waived by the written consent or vote of the holders of the majority of the Class A Units either before or after the issuance causing the adjustment. Any such waiver shall bind all future holders of Class A Units.

(b) Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under Section 4.9(a), the following shall be applicable:

(i) Issuance of Rights or Options. If Holdings LLC in any manner grants or sells any Options and the price per Unit for which Common Units are issuable upon the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then for purposes of adjusting the Conversion Price the total maximum number of Common Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by Holdings LLC at the time of the granting or sale of such Options for such price per Unit. For purposes of this paragraph, the “price per Unit for which Common Units are issuable” shall be determined by dividing (A) the total amount, if any, received or receivable by Holdings LLC as consideration for the granting or sale of such Options, plus the minimum aggregate amount of additional consideration payable to Holdings LLC upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to Holdings LLC upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of Common Units issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Units are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If Holdings LLC in any manner issues or sells any Convertible Securities and the price per Unit for which Common Units are issuable upon conversion or exchange thereof is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then for purposes of adjusting the Conversion Price the maximum number of Common Units issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by Holdings LLC at the time of the issuance or sale of such Convertible Securities for such price per Unit. For the purposes of this paragraph, the “price per Unit for which Common Units are issuable” shall be determined by dividing (A) the total amount received or receivable by Holdings LLC as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to Holdings LLC upon the conversion or exchange thereof,

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by (B) the total maximum number of Common Units issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Units are actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Convertible Securities for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 4.9, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units is changed at any time, the Conversion Price in effect at the time of such change shall be immediately changed to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.9(b), if the terms of any Option or Convertible Security that were outstanding as of the date of issuance of the Class A Units are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that no such change shall at any time cause the Conversion Price hereunder to be increased.

(iv) Calculation of Consideration Received. If any Common Unit, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by Holdings LLC therefor (net of discounts, commissions and related expenses). If any Common Unit, Option or Convertible Security is issued or sold for consideration other than cash, the amount of the consideration other than cash received by Holdings LLC shall be the Fair Market Value of such consideration (net of discounts, commissions and related expenses). If any Common Unit, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which Holdings LLC is the surviving entity, the amount of consideration therefor shall be deemed to be the Fair Market Value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Unit, Option or Convertible Security, as the case may be. The Fair Market Value of such consideration shall be determined in accordance with the provisions of Article XIII.

(v) Integrated Transactions. In case any Option or Convertible Security is issued in connection with the issue or sale of other securities of Holdings LLC, together constituting one integrated transaction in which no specific consideration is allocated to such Option or Convertible Security by the parties thereto, such Option or Convertible Security, as applicable, shall be deemed to have been issued without consideration or with such consideration as the Board determines in its good faith discretion should be allocable to such Option or Convertible Security (it being understood that to the extent there is specific consideration allocated thereto by the parties to the transaction, then such Option

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or Convertible Security shall be deemed to have been issued at a price equal to the aggregate consideration so allocated to the Options or Convertible Securities issued in the transaction as set forth in the documentation providing for such issuance or sale divided by the number of Options or Convertible Securities issued in the transaction).

(vi) Treasury Securities. The number of Common Units outstanding at any given time shall not include securities owned or held by or for the account of Holdings LLC or any of its Subsidiaries and the disposition of any Units so owned or held shall be considered an issue or sale of Common Units.

(vii) Record Date. If Holdings LLC takes a record of the holders of Common Units for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Units, Options or in Convertible Securities or (B) to subscribe for or purchase Common Units, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Units deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(c) Subdivision or Combination of Common Units. If Holdings LLC at any time subdivides (by any unit split, unit dividend, recapitalization or otherwise) one or more classes of its outstanding Common Units into a greater number of Units, then the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if Holdings LLC at any time combines (by reverse unit split, unit combination or otherwise) one or more classes of its outstanding Common Units into a smaller number of Units, then the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

(d) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of Holdings LLC’s assets or other transaction, in each case that is effected in such a manner that the holders of Common Units are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Units, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, Holdings LLC shall make appropriate provisions (in form and substance satisfactory to the Majority Summit Investors) to ensure that the provisions of this Section 4.9 shall thereafter be applicable to the Class A Units (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than Holdings LLC, an immediate adjustment to the Conversion Price and a corresponding immediate adjustment to the As- Converted Holdings of Class A Units, if the value so reflected is less than the Fair Market Value of the Common Units determined as of the date of such consolidation, merger or sale). Holdings LLC shall not effect any consolidation, merger or sale unless prior to the consummation thereof the successor entity (if other than Holdings LLC) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance satisfactory to the Majority Summit Investors) Holdings LLC’s obligations under the foregoing provisions.

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(e) Certain Events. If any event occurs of the type contemplated by the provisions of this Section 4.9, but not expressly provided for by such provisions (including the granting of equity appreciation rights, phantom equity rights or other rights with equity features), then the Board shall make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of Class A Units; provided that no such adjustment shall increase the Conversion Price as otherwise determined pursuant to this Section 4.9.

(f) Notices.

(i) Immediately upon any adjustment of the Conversion Price, Holdings LLC shall give written notice thereof to all holders of Class A Units or Class B Units setting forth in reasonable detail and certifying the calculation of such adjustment, and shall update the Schedule of Unitholders to reflect the adjusted As-Converted Holdings of each holder of Class A Units.

(ii) Holdings LLC shall give written notice to all holders of Class A Units or Class B Units at least ten (10) days prior to the date on which any Organic Change shall take place.

(g) No Avoidance. If Holdings LLC shall enter into any transaction for the purpose of avoiding the application of the provisions of this Section 4.9, then the benefits provided by such provisions shall nevertheless apply and be preserved.

ARTICLE V

MANAGEMENT

Section 5.1 Authority of Board.

(a) Sole Authority. Except for situations in which the approval of one or more of the Members is required under the Delaware Act or by the express terms of this Agreement or any other agreement to which Holdings LLC may be bound, and subject to the provisions of this Section 5.1, (i) the Board shall conduct, direct and exercise full control over all activities of Holdings LLC (including, subject to Section 3.1(c), all decisions relating to the issuance of additional Equity Securities of Holdings LLC and the issuance, voting and sale of, and the exercise of other rights with respect to the Equity Securities of its Subsidiaries), (ii) all management powers over the business and affairs of Holdings LLC shall be exclusively vested in the Board and (iii) the Board shall have the sole power to bind or take any action on behalf of Holdings LLC, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments or other decisions) granted to Holdings LLC under this Agreement or any other agreement, instrument or other document to which Holdings LLC is a party.

(b) Certain Actions. Without limiting the generality of the foregoing but subject to the terms of the Delaware Act, this Agreement and any other agreement to which Holdings LLC may be bound:

(i) the Board shall exercise all rights and powers of Holdings LLC (whether such rights and powers are granted to Holdings LLC under the terms of an agreement to which Holdings LLC is a party or arise as a result of Holdings LLC’s ownership of securities or otherwise) to amend or consent to an amendment, modification or waiver of

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any Employment Agreements, any Equity Agreements, this Agreement, the Purchase Agreement or agreement contemplated thereby or any of Holdings LLC’s Subsidiaries’ operating agreements or other constituent documents and to take actions, give or withhold consents or approvals, waive or require the satisfaction of conditions or make determinations, opinions, judgments or other decisions that are granted to Holdings LLC or any of its Subsidiaries under any Equity Agreements or any Subsidiary’s operating agreement or other constituent documents;

(ii) the Board shall have sole discretion and right to enter into any agreement regarding, and have sole authority to approve on behalf of Holdings LLC and all of the Holders, a Sale of Holdings LLC under clause (i) of such definition, or any merger, consolidation or other acquisition, disposition, reorganization or recapitalization transaction involving Holdings LLC or any of its Subsidiaries; and

(iii) the Board shall have the right to determine the timing and amount and other terms of any equity investment in Holdings LLC and to effect amendments to this Agreement in order to effectuate such equity investments.

(c) Actions Related to Purchase Agreement. After the Closing (as defined in the Purchase Agreement), the Board, by action of a majority of the Summit Managers (and without the consent or approval of any other Manager), shall exercise all rights and powers of Holdings LLC or any Subsidiary (including all rights and powers to take actions, give or withhold consents or approvals, waive or require the satisfaction of conditions, or make determinations, opinions, judgments, or other decisions) granted to Holdings LLC or any Subsidiary under or in any way related to the Purchase Agreement or the transactions contemplated thereby. For the avoidance of doubt, no Manager other than the Summit Managers acting by a majority vote shall have any rights, power or authority with respect to the Purchase Agreement and shall not count toward a quorum with respect thereto.

(d) Affiliate Transactions. Notwithstanding anything to the contrary in this Agreement, for so long as the Other Investors as of the date hereof or their Permitted Transferees continue to own Common Units, Holdings LLC shall not, and shall cause its Subsidiaries not to, unless approved by the Majority Other Investors, (a) enter into any transaction, agreement, contract, commitment or arrangement with any Summit Investor or any of their Affiliated investment funds or management entities or any of its or their respective employees or any of the Summit Investors’ other Affiliates, including any management, closing or similar fee (but not including sale bonuses to Managers that are not Summit Managers) payable by Holdings LLC or any of its Subsidiaries to any Summit Investor or any of their Affiliated investment funds or management entities or any of its or their respective employees or any of the Summit Investors’ other Affiliates, except for, or in connection with the exercise of rights as contemplated under, (i) this Agreement, the Purchase Agreement, or any of the other Transaction Agreements (as defined in the Purchase Agreement), (ii) any Equity Agreement entered into for which each Other Investor is given rights to participate pursuant to Section 3.1(c), (iii) the Summit Services Agreement, (iv) the Indemnification Agreements (and any additional agreements in substantially the same form entered into with future Summit Managers), (v) the debt financing pursuant to the Bridge Note and the Debt Financing (as defined in the Purchase Agreement), (vi) the Management Rights Letters, (vii) the Blocker Parent LLC Agreement, (viii) any subscription agreement in connection with the

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Bridge Note Conversion or Earn-Out Issuance, or (ix) any other agreement entered into with a portfolio company of the Summit Investors in the ordinary course of business on terms that in the aggregate are not materially less favorable to Holdings LLC and its Subsidiaries than reasonably could have been obtained at the time in a comparable arms’ length transaction with an unrelated third party and does not, when aggregated with all other agreements entered into under this clause (ix) does not result in payments by Holdings LLC and its Subsidiaries of more than $2,500,000 per year, or (b) redeem or repurchase any Equity Securities of any Member (other than (i) from any Executive or Manager upon the termination of employment or service, (ii) pursuant to Section 9.2 or Section 9.13 (other than redemptions or repurchases from any Summit Investor), or (iii) in connection with a transaction with respect to which the Members holding Common Units have the opportunity to participate pro rata). Holdings LLC shall promptly deliver to the Bertram Investors copies of any agreements entered into by Holdings LLC or any of its Subsidiaries with any Summit Investor or any of their Affiliates and copies of any material amendments or modifications to such agreements.

Section 5.2 Composition of the Board.

(a) Number and Appointment.

(i) Holdings LLC Board. As of the date hereof, the Board consists of five (5) Managers. Thereafter, the number of Managers eligible to be on the Board may be increased by the Board so long as the Majority Other Investors have at least proportional representation on the Board based on the percentage of the outstanding Common Units held by the Majority Other Investors at such time. The Managers shall be appointed as follows:

(A) the Majority Other Investors shall have the right to appoint two (2) Managers, subject to the proportional increase prescribed in the preceding paragraph, none of whom shall be a Competitor, for so long as the Other Investors collectively continue to own at least 20% of Holdings LLC’s Common Units on a Fully-Diluted Basis (each, an “Other Investor Manager”); provided that (x) if the Other Investors collectively own between 10% and 20% of Holdings LLC’s Common Units on a Fully- Diluted Basis, that the Majority Other Investors shall have the right to appoint one (1) Other Investor Manager, subject to the proportional increase prescribed in the preceding paragraph (who shall not be a Competitor) and (y) if the Other Investors collectively own less than 10% of Holdings LLC’s Common Units on a Fully-Diluted Basis, then the Majority Other Investors shall not have the right to appoint an Other Investor Manager; and

(B) the Majority Summit Investors shall have the right to appoint the remaining Managers serving on the Board (each, a “Summit Designated Manager”), with Summit Partners Growth Equity Fund X-A, L.P. being entitled to designate two (2) Summit Managers and Summit Partners Growth Equity Fund X-B, L.P. being entitled to designate one (1) Summit Manager, in each case on behalf and as the designee of the Majority Summit Investors.

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(ii) Current Board. The current Managers are Kevin M. Yamashita and Ryan Craig (as the Other Investor Managers) and Matt Hamilton, Paul Furer and Chad Janis (as the Summit Designated Managers).

(b) Term. Each Manager appointed shall serve effective upon Holdings LLC’s receipt of notice appointing such Manager (or at such later time or upon the happening of some event as specified in such notice) from the Person or Persons entitled to appoint such Manager (except that the Managers identified by name in Section 5.2(a) shall serve from the date of this Agreement) and until a successor is appointed in accordance with the terms hereof or his or her earlier resignation, death or removal. Any Other Investor Manager shall be removed from the Board, with or without cause, only (i) at the written request of the Majority Other Investors, or (ii) automatically at such time as the Other Investors are no longer entitled to appoint a Manager. Any Summit Designated Manager shall be removed from the Board, with or without cause, only at the written request of the Summit Investor entitled to appoint such Summit Designated Manager pursuant to the terms of this Section 5.2. A Manager may resign at any time by delivering written notice to Holdings LLC. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(c) Vacancies. A vacancy on the Board because of resignation, death or removal of a Manager will be filled by the Person or Persons entitled to appoint such Manager pursuant to the terms of this Section 5.2. If any Person or Persons fail to appoint a Manager pursuant to the terms of this Section 5.2, then such position on the Board shall remain vacant until such Person or Persons exercise their right to appoint a Manager as provided hereunder.

(d) Reimbursement; Compensation; Insurance. The Managers shall be entitled to be reimbursed for their reasonable direct out-of-pocket travel expenses incurred in the course of their attendance at Board, committee and Member meetings and any Managers that are not employees or service-provider partners of Holdings LLC or any of its Subsidiaries or any Investor or (as applicable) any of their Affiliated investment funds or management companies may receive such additional compensation as determined by the Board. Holdings LLC shall use commercially reasonable efforts to maintain customary directors and officers insurance in amounts satisfactory to the Board.

(e) Observers. The Bertram Investors, collectively, shall be entitled to designate one non-voting observer, who shall not be a Competitor, to the Board, including all committees and sub-committees thereof (an “Observer”), who shall initially be Tom Long. The Bertram Investors shall have the right to change the identity of the Observer designated by Investor at any time and from time to time by notice to Holdings LLC. The Observer so appointed shall serve in that capacity until he or she resigns or is removed, and no other Person shall be entitled to remove the Observer except the Bertram Investors. The Observer shall be entitled to receive concurrently with the members of the Board and any committees thereof, and in the same manner, notice of and attend (and participate in) meetings (including telephonic meetings) of the Board and any committees thereof and to receive a copy of all materials and other information distributed to the Board and any committees thereof. Notwithstanding the foregoing, the Observer may be excluded from meetings of the Board or any committees thereof, or portions of any such meetings, and shall not be entitled to receive written information otherwise provided to the members of the Board if, in the opinion of counsel to Holdings LLC or any of its Subsidiaries, access to such

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information or attendance at such meetings would compromise the attorney-client privilege between Holdings LLC or any of its Subsidiaries and their respective counsel. Holdings LLC shall reimburse the Bertram Investors for reasonable and customary out of pocket expenses incurred by the Observer in attending any Board meetings or committee meetings incurred in accordance with the Holdings LLC’s then-existing policies.

Section 5.3 Board Actions; Meetings; Votes.

(a) Unless another percentage is set forth herein or required by applicable law, any determination or action required to be taken by the Board shall be taken by a majority of the votes of Managers (including at least one Summit Designated Manager) then in office through meetings of the Board or written consents pursuant to this Section 5.3.

(b) In any vote by the Board, each non-Summit Manager shall be entitled to cast one vote, and the Summit Managers who are present at any meeting, as a group (pro rata among them, including on a fractional basis) shall be entitled to cast an aggregate number of votes equal to the number of votes entitled to be cast by the non-Summit Managers, if any, plus one (1). If one or more Summit Designated Manager seat(s) on the Board are vacant, any Summit Manager shall be entitled to cast the vote and otherwise exercise the powers associated with such vacant seats. In addition, and without limiting the ability of the Summit Managers to act under the preceding sentences, any Manager absent from a meeting of the Board may be represented by any other Manager, who may object to notice on behalf of, cast the vote of and otherwise exercise the powers of the absent Manager, according to the written instructions, general or specific, provided by such absent Manager, a copy of which instructions shall be given to the Holdings LLC and the other Managers prior to or at the meeting.

(c) Regular meetings of the Board may be held on such date and at such time and at such place as shall from time to time be determined by the Board. Managers shall be entitled to participate in a meeting of the Board by means of telephone conference or similar communications equipment by which all Persons participating in the meeting can communicate with each other and such participation in a meeting shall constitute presence in person at the meeting. The Board may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate.

(d) Special meetings of the Board may be called from time to time by any Manager. Notice of each special meeting of the Board stating the date, place and time of such meeting shall be given to each Manager by hand, telephone, telecopy, overnight courier or the U.S. mail at least forty-eight (48) hours prior to any meeting of the Board. Notice may be waived before or after a meeting or by attendance without protest at such meeting.

(e) Any action to be taken by the Board may be taken at a meeting of the Board or by a written consent executed by Managers having not less than the minimum votes that would be necessary to authorize or take such action or meeting. Prior to the taking of any action by the Board with a meeting by less than unanimous consent, Holdings LLC shall provide written notice of such action to all Managers at least 24 hours prior to the taking of such action.

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Section 5.4 Delegation of Authority. The Board may, from time to time, create and establish one or more committees with, or delegate to any Person (including any Member or any individual designated as an “officer” of Holdings LLC), such authority and duties as the Board may deem advisable. Any delegation pursuant to this Section 5.4 may be revoked at any time by the Board. Any committee of the Board shall have and may exercise the authority delegated to such committee in its organizing resolution, subject to the limitations set forth in the Delaware Act; provided that no committee or other Person shall be delegated, nor shall exercise, the power to take any action that would violate the express terms of this Agreement. Until such time as the Other Investors are no longer entitled to appoint a Manager, at least one Other Investor Manager shall serve on each committee of the Board.

Section 5.5 Purchase of Units. Subject to the provisions of this Agreement, including Section 5.1(d), and the terms of any other agreement to which Holdings LLC may be bound, the Board may cause Holdings LLC to purchase or otherwise acquire Units; provided that this provision shall not in and of itself obligate any Unitholder to sell any Units to Holdings LLC. So long as any such Units are owned by Holdings LLC such Units will not be considered issued or outstanding for any purpose.

Section 5.6 Limitation of Liability.

(a) Waiver of Liability. Except as otherwise provided herein or in any agreement entered into by such Person and Holdings LLC or any of its Subsidiaries and to the maximum extent permitted by the Delaware Act, no present or former officer or Manager nor any such officer or Manager’s Affiliates, employees, agents or representatives shall be liable to Holdings LLC or to any Member for any act or omission performed or omitted by such Person in its capacity as an officer or Manager; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each officer and Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants, Manager, officer, employee, Board committee of Holdings LLC and other professionals and experts, including financial advisors, and any act of or failure to act by such officer or Manager in good faith reliance on such advice shall in no event subject such officer or Manager or any of such officer or Manager’s Affiliates, employees, agents or representatives to liability to Holdings LLC or any Member. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act.

(b) Board Discretion. Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination, the Board shall take such action or make such decision or determination in its sole discretion, unless another standard is expressly set forth herein or therein. Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, each Manager shall be entitled to consider such interests and factors as such Manager desires (including the interests of such Manager’s Affiliates as Unitholders), so long as such Manager does not act in bad faith.

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(c) Good Faith and Other Standards. Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination in its “good faith” or under another express standard, each Manager shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein. With respect to any action taken or decision or determination made by any Manager or the Board, it shall be presumed that each Manager and the Board acted in good faith and in compliance with this Agreement and the Delaware Act and any Person bringing, pleading or prosecuting any claim with respect to any action taken or decision or determination made by the Board shall have the burden of overcoming such presumption; provided that, for the avoidance of doubt, this sentence shall not be deemed to increase or place any duty of care or loyalty on the Board or its Managers.

(d) Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, Holdings LLC and each Member and Unitholder hereby waives any claim or cause of action against each Manager and each Member (other than claims or causes of action against any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to Holdings LLC or its Members or Unitholders or any of Holdings LLC’s Subsidiaries by any such Person, including as may result from any conflict of interest, including a conflict of interest between Holdings LLC or its Members or Unitholders or any of Holdings LLC’s Subsidiaries and such Person or otherwise, any breach of loyalty or any breach of the duty of care; provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Member and Unitholder acknowledges and agrees that in the event of any such conflict of interest, each such Person (in the absence of bad faith) may act in the best interests of such Person or its Affiliates, employees, agents and representatives. No Manager or Member (other than any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) shall be obligated to give any consideration to any interest of or factors affecting Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders, or to recommend or take any action in its capacity as a Manager or Member that prefers the interests of Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders over the interests of such Person or its Affiliates, employees, agents or representatives, and each of Holdings LLC and each Member and Unitholder hereby waives the fiduciary duty, if any, of such Person to Holdings LLC and/or its Members and/or Unitholders, including in the event of any such conflict of interest or otherwise; provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect

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to which the time for appeal therefrom has expired and no appeal has been perfected). The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by Holdings LLC, each Member and each Unitholder to replace such other duties and liabilities of such Indemnified Person. Except as expressly set forth herein or in another agreement between such Indemnified Person and Holdings LLC or any of its Subsidiaries, to the fullest extent permitted by applicable law no Indemnified Person will have any fiduciary duties to Holdings LLC, any Member or any Unitholder, and will otherwise not have any obligations other than such obligations as specifically provided by this Agreement or any such other agreement.

(e) Designation and Duties of Officers. The Board may from time to time designate individuals as officers of Holdings LLC, and any such officers shall have such authority and perform such duties as the Board may from time to time delegate to them and shall serve at the will of the Board. The officers of Holdings LLC and its Subsidiaries, in the performance of their duties as such, shall owe to Holdings LLC and its Subsidiaries fiduciary duties (including of loyalty and due care) of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

(f) Effect on Other Agreements. This Section 5.6 shall not in any way affect, limit or modify any Person’s duties, liabilities or obligations under any Equity Agreement, Employment Agreement, confidentiality agreement, non-competition agreement, non-solicitation agreement or any similar agreement with Holdings LLC or any of its Subsidiaries.

ARTICLE VI

RIGHTS AND OBLIGATIONS OF UNITHOLDERS AND MEMBERS

Section 6.1 Limitation of Liability; Return of Distributions. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of Holdings LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Holdings LLC and no Unitholder, Member or Manager shall be obligated personally for any such debt, obligation or liability of Holdings LLC solely by reason of being a Unitholder or acting as a Member or Manager of Holdings LLC, other than such Unitholder’s obligation to make Capital Contributions to Holdings LLC pursuant to the terms and conditions of this Agreement, any Equity Agreement or any other agreement respecting the issuance and sale or grant of Equity Securities. Except as expressly set forth in this Agreement or as otherwise required by law, no Unitholder shall be obligated by this Agreement to return any Distribution or Tax Distribution to Holdings LLC or pay the amount of any Distribution or Tax Distribution for the account of Holdings LLC or to any creditor of Holdings LLC; provided that a Unitholder shall be required to return to Holdings LLC any Distribution or Tax Distribution made to it in clear and manifest accounting or similar error (which the Board may elect to effectuate through reductions in subsequent Distributions or Tax Distributions to such other Unitholders). Notwithstanding the foregoing sentence, if any court of competent jurisdiction holds that, notwithstanding this Agreement, any Unitholder is obligated to return or pay any part of any Distribution or Tax Distribution, then such obligation shall bind such Unitholder alone and not any other Unitholder or any Manager; provided that if any Unitholder is required to return all or any portion of any Distribution or Tax Distribution under circumstances that are not unique to such Unitholder but that would have been applicable to other Unitholders if such Unitholders had been named in the

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action against the Unitholder in question (such as where a Distribution or Tax Distribution was made to all Unitholders and rendered Holdings LLC insolvent, but only one Unitholder was sued for the return of such Distribution or Tax Distribution), then the Unitholder that was required to return or repay the Distribution or Tax Distribution (or any portion thereof) shall be entitled to reimbursement from the other Unitholders that were not required to return the Distribution or Tax Distribution made to them based on each such Unitholder’s share of the Distribution or Tax Distribution in question (which the Board may elect to effectuate through reductions in subsequent Distributions or Tax Distributions to such other Unitholders). The provisions of the immediately preceding sentence are solely for the benefit of the Unitholders and shall not be construed as benefiting any third party. The amount of any Distribution or Tax Distribution returned to Holdings LLC by a Unitholder or paid by a Unitholder for the account of Holdings LLC or to a creditor of Holdings LLC shall be added to the account or accounts from which it was subtracted when it was distributed to such Unitholder. The preceding sentences of this Section 6.1 shall constitute a compromise to which all Unitholders have consented within the meaning of the Delaware Act. Notwithstanding anything contained herein to the contrary, the failure of Holdings LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Unitholders, Members or Managers for liabilities of Holdings LLC, except to the extent constituting fraud or willful misconduct by any such Unitholders, Members or Managers.

Section 6.2 Lack of Authority. No Unitholder or Member in its capacity as such has the authority or power to act for or on behalf of Holdings LLC, to bind Holdings LLC or do any act that would be (or could be construed as) binding on Holdings LLC or to make any expenditures on behalf of Holdings LLC, in each case in any manner or way, unless such specific authority has been expressly granted to and not revoked from such Unitholder or Member by the Board, and the Unitholders and Members hereby consent to the exercise by the Board of the powers conferred on it by law and this Agreement.

Section 6.3 No Right of Partition. No Unitholder or Member shall have the right to seek or obtain partition by court decree or operation of law of any Holdings LLC property or the right to own or use particular or individual assets of Holdings LLC.

Section 6.4 Indemnification.

(a) Generally. Subject to Section 4.8, Holdings LLC hereby agrees to, and agrees to cause each of its Subsidiaries to, on a joint and several basis, indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits Holdings LLC and its Subsidiaries to provide broader indemnification rights than Holdings LLC and its Subsidiaries are providing immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates or of which such Person is an Affiliate) by reason of the fact that such Person is or was a Unitholder or Member or is or was serving as a managing member, manager, officer, director, principal, partner or member or Tax

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Matters Member (or, if applicable, “designated individual”) of Holdings LLC or any of its Subsidiaries or is or was serving at the request of Holdings LLC or any of its Subsidiaries as a managing member, manager, officer, director, principal, partner or member of another corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in each case, (x) such Indemnified Person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Holdings LLC and its Subsidiaries and not in violation of the express terms of this Agreement, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful, or (y) the Board so determines; provided that (i) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ (excluding, for purposes hereof, Holdings LLC’s and its Subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates’ (excluding, for purposes hereof, Holdings LLC’s and its Subsidiaries’), employees, agents or representatives contained herein or in any other agreement with Holdings LLC or any of its Subsidiaries and (ii) unless the Board otherwise determines and other than with respect to any proceeding to enforce this Section 6.4, no Indemnified Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Indemnified Person or with respect to a proceeding between such Person on the one hand and any of Holdings LLC or any of its Subsidiaries on the other. Expenses, including attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding shall be paid by Holdings LLC and its Subsidiaries, on a joint and several basis, as incurred in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by Holdings LLC or its Subsidiaries. The rights granted pursuant to this Section 6.4 shall be deemed contract rights and no amendment, modification or repeal of this Section 6.4 shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 6.4 could involve indemnification for negligence or under theories of strict liability.

(b) Nonexclusivity of Rights. The right to indemnification and the advancement of expenses conferred in this Section 6.4 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, agreement, law, vote of the Board or otherwise. Holdings LLC may enter into an indemnification agreement with any Manager and amend any such agreement from time to time, provided all Managers will be afforded the opportunity to enter into such an indemnification agreement or amendment thereof in substantially the same form if Holdings LLC enters into any such agreement. The Board may grant any rights comparable to those set forth in this Section 6.4 to any employee, agent or representative of Holdings LLC or such other Persons as it may determine. Without limiting the foregoing, Holdings LLC and each Unitholder hereby acknowledge that one or more of the Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by an Affiliated Institution. Holdings LLC and each Unitholder hereby agree that, with respect to any such Indemnified Persons, Holdings LLC and its Subsidiaries (i) are, relative to each Affiliated Institution, the indemnitors of first resort (i.e., their obligations to the applicable Indemnified Person under this Agreement are primary and any duplicative, overlapping or corresponding obligations of an Affiliated Institution are secondary), (ii) shall be required to make all advances and other payments under this Agreement, and shall be fully liable therefor, without regard to any

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rights any Indemnified Person may have against his or her Affiliated Institution and (iii) irrevocably waive, relinquish and release any such Affiliated Institution from any and all claims against such Affiliated Institution for contribution, subrogation or any other recovery of any kind in respect thereof. Holdings LLC further agrees that no advancement or payment by an Affiliated Institution on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from Holdings LLC or its Subsidiaries shall affect the foregoing and any such Affiliated Institution shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of any such applicable Indemnified Person against Holdings LLC and its Subsidiaries. Holdings LLC, for itself and on behalf of each of its Subsidiaries, and each Unitholder agree that each Affiliated Institution is an express third party beneficiary of the terms of this Section 6.4(b).

(c) Insurance. Holdings LLC shall use commercially reasonable efforts to maintain insurance, at the expense of Holdings LLC or any of its Subsidiaries, to protect any Indemnified Person against any expense, liability or loss described in Section 6.4(a) whether or not Holdings LLC would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 6.4.

(d) Limitation. Notwithstanding anything contained herein to the contrary (including in this Section 6.4), any indemnity by Holdings LLC and its Subsidiaries relating to the matters covered in this Section 6.4 shall be provided out of and to the extent of Holdings LLC’s and its Subsidiaries’ assets only, and no Unitholder (unless such Unitholder otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of Holdings LLC of its Subsidiaries (except as expressly provided herein).

(e) Savings Clause. If this Section 6.4 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then Holdings LLC and its Subsidiaries, jointly and severally, shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 6.4 to the fullest extent permitted by any applicable portion of this Section 6.4 that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 6.5 Members Right to Act.

(a) Except as expressly and specifically provided in this Agreement or in any other agreement to which Holdings LLC is party, or as otherwise required under the non-waivable provisions of the Delaware Act, the Members shall have no right to vote on any Holdings LLC matter. For situations for which the approval of the Members generally (rather than the approval of the Board or a particular group of Members) is specifically and expressly required by this Agreement or by applicable law, the Members shall act through meetings and written consents as described in this Section 6.5. Except as otherwise provided herein and as otherwise required by applicable law, (i) each Member holding Class A Units shall be entitled to one vote per Class A Unit held by such Member (after giving effect to the As-Converted Holdings of Class A Units) on all matters to be voted on by the Members, (ii) each Member holding Class B Units shall be entitled to one vote per Class B Unit held by such Member on all matters to be voted on by the Members,

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(iii) all Members entitled to vote shall vote together as a single class and (iv) the Members holding Incentive Units shall not be entitled to vote with respect to such Incentive Units on any matter to be voted on by the Members. The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding Units entitled to a majority of the votes to be cast or to provide consent to the matter on at least five days’ prior written notice to the Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting by written consent (without a meeting and without a vote) so long as (x) such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted and (y) if any Summit Investor is entitled to vote thereon (whether by virtue of holding Class A Units or otherwise), such Members include the Majority Summit Investors. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

(b) Approval of Majority Other Investors. In addition to any other consent or vote required by law or this Agreement, the Board shall not take any of the following actions without the affirmative vote or written consent of the Majority Other Investors, voting as a separate class:

(i) commencing any voluntary bankruptcy or other insolvency proceeding, making of a general assignment for the benefit of creditors or admitting in writing the inability of Holdings LLC or any of its Subsidiaries to pay any of its debts as such debts mature;

(ii) incurring indebtedness or other liabilities or obligations of Holdings LLC or any of its Subsidiaries (including guaranties of the indebtedness of another Person) in excess of five (5) times Holdings LLC’s earnings before interest, taxes, depreciation and amortization over the prior twelve-months, calculated in good faith by the Board;

(iii) amending the Certificate in a manner that affects the Other Investors in an adverse manner as compared to the Summit Investors; or

(iv) issuing any Convertible Securities or Option with an exercise price that is less than the Fair Market Value of the Common Stock to be issued upon the exercise thereof or issuing any Incentive Units with a Participation Threshold so that the Liquidation Value of such Incentive Unit being issued is greater than zero immediately after issuance.

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Section 6.6 Investment Opportunities and Conflicts of Interest. Except as otherwise approved by the Board, each Executive Member shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to Holdings LLC of which any of the foregoing become aware and which they believe are, or may be, within the scope and investment objectives related to the business of Holdings LLC or any of its Subsidiaries, which would or may be beneficial to the business of Holdings LLC or any of its Subsidiaries, or are otherwise competitive with the business of Holdings LLC or any of its Subsidiaries. The Unitholders expressly acknowledge and agree that, subject to the terms of any other agreement to which they may be bound, (i) the Summit Investors and the Bertram Investors are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of Holdings LLC or any of its Subsidiaries other than through Holdings LLC or any of its Subsidiaries (an “Other Business”), (ii) the Summit Investors and the Bertram Investors have and may develop a strategic relationship with businesses that are and may be competitive or complementary with Holdings LLC and its Subsidiaries, (iii) none of the Summit Investors nor the Bertram Investors shall be prohibited by virtue of their investments in Holdings LLC and its Subsidiaries or their or any of their personnel’s or partners’ service as Manager or service on the Board or any of Holdings LLC’s Subsidiaries’ boards of managers or directors from pursuing and engaging in any such activities, (iv) none of the Summit Investors nor the Bertram Investors shall be obligated to inform or present Holdings LLC or any of its Subsidiaries or the Board of any such opportunity, relationship or investment, (v) the other Unitholders shall not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the Summit Investors or the Bertram Investors, (vi) the involvement of any of the Summit Investors or any of the Bertram Investors in any Other Business shall not constitute a conflict of interest by such Persons with respect to Holdings LLC or its Unitholders or any of Holdings LLC’s Subsidiaries, and (vii) any Unitholder shall be entitled to engage in any activities approved by the Board. Without limiting the other provisions of this Agreement and except as otherwise set forth herein, no Unitholder shall owe any fiduciary duties to Holdings LLC or any other Unitholder with respect to actions taken by such Unitholder in such Unitholder’s capacity as such.

Section 6.7 Restrictive Covenants.

(a) Noncompetition. In consideration of the issuance of Equity Securities to each Executive Member, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, for so long as such Executive Member holds Equity Securities and for two years thereafter (the “Restricted Period”), without the prior written consent of the Board, such Executive Member shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that competes with the Business as such Business exists or is contemplated (as evidenced by written records) as of such date, within any geographical area in the United States, its territories, or any other country or territory in which Holdings LLC or any of its Subsidiaries conduct business as of such date. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Notwithstanding the foregoing, nothing herein shall prohibit such Executive Member from (x) being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as such Executive Member has no active participation in the business of such corporation, (y) purchasing goods or services from any business engaged in the Business, or (z) being employed or engaged by a division or subsidiary of a corporate family of companies if such division or subsidiary employing or engaging the Executive Member does not itself engage in the Business, even if other divisions or subsidiaries in such corporate family do engage in the Business.

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(b) Nonsolicitation; Nondisparagement. Each Executive Member hereby further acknowledges and agrees that during the Restricted Period, such Executive Member shall not, directly or indirectly, either for such Executive Member or on behalf of any other individual, corporation, partnership, joint venture or other entity, (i) induce or attempt to induce any employee or independent contractor of Holdings LLC or its Subsidiaries to leave the employ of Holdings LLC or its Subsidiaries, (ii) hire or engage any Person who was an employee of Holdings LLC or its Subsidiaries at any time during the six-month period prior to any such hiring or engagement, or (iii) call on, solicit or service any customer, supplier, licensee, licensor, vendor, sales representative or other business relation of Holdings LLC or its Subsidiaries to in order to induce or attempt to induce such Person or entity to cease doing business with Holdings LLC or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, vendor, sales representative or business relation and Holdings LLC or any of its Subsidiaries (including, without limitation, by making any negative or disparaging statements or communications regarding Holdings LLC or any of its Subsidiaries). Without limiting any other obligation of such Executive Member pursuant to this Agreement, such Executive Member further covenants and agrees that, except as may be required by applicable law, such Executive Member shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of Company at any time. Notwithstanding the foregoing, nothing in this Agreement shall prohibit such Executive Member from, on behalf of itself or any other individual, corporation, partnership, joint venture or other entity, (A) making any general solicitation for employment by use of advertisements in the media that is not specifically directed or targeted at any officer, employee or independent contractor of Holdings LLC or any of its Subsidiaries, and (B) hiring or engaging any such officer, employee or independent contractor who responds to any such general solicitation; provided, the Executive Member shall not be relieved from complying with Section 6.7(b)(ii).

(c) Additional Acknowledgements. Each Executive Member hereby acknowledges that the provisions of Section 6.7(a) and Section 6.7(b) are in consideration of the issuance of Equity Securities to such Executive Member, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. In addition, such Executive Member acknowledges (i) that the business of Holdings LLC and its Subsidiaries will be conducted throughout the United States, its territories and any other country or territory in which Holdings LLC or its Subsidiaries conduct business, (ii) notwithstanding the state of organization or principal office of Company or any of its facilities, or any of its executives or employees (including such Executive Member), it is expected that Holdings LLC and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States, its territories and any other country or territory in which Holdings LLC or its Subsidiaries conduct business, and (iii) the national and international nature of the business operated by Holdings LLC is such that it is not conducted with respect to geographical borders. Such Executive Member agrees and acknowledges that (A) the restrictions contained in Section 6.7(a) and Section 6.7(b) do not preclude such Executive Member from earning a livelihood, nor do they unreasonably impose limitations on such Executive Member’s ability to earn a living, and

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(B) the potential harm to Holdings LLC and its Subsidiaries of the non-enforcement of any provision of Section 6.7(a) and Section 6.7(b) outweighs any potential harm to such Executive Member of its enforcement by injunction or otherwise. Such Executive Member acknowledges that such Executive Member has carefully read or arranged for review of this Agreement and either consulted with legal counsel of such Executive Member’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so and has given careful consideration to the restraints imposed upon such Executive Member by this Agreement. The parties agree that the covenants set forth in this Section 6.7 are in addition to, and shall not limit or be limited by, any other noncompetition, nonsolicitation or similar covenant of such Executive Member with Holdings LLC or any of its Subsidiaries.

Section 6.8 Limitation on Certain Remedies. Notwithstanding anything herein to the contrary, each Executive Member acknowledges and agrees that Holdings LLC shall not be liable to any Executive Member for any breach by Holdings LLC of any obligation to any of the Executive Members that is caused by or results from any intentional action or inaction by an Executive Member and the Executive Members hereby waive any and all rights, remedies and claims with respect thereto.]

ARTICLE VII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 7.1 Books and Record; Accounting. Holdings LLC shall keep, or cause to be kept, appropriate books and records with respect to Holdings LLC’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 7.2 or pursuant to applicable laws. All matters concerning (i) the determination of the relative amount of allocations and distributions among the Unitholders pursuant to Article III and Article IV and (ii) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Board, whose determination shall be final and conclusive as to all of the Unitholders absent manifest clerical error.

Section 7.2 Tax Reports. Holdings LLC shall deliver or cause to be delivered (and shall use commercially reasonable efforts to so deliver or cause to be delivered within 90 days after the end of each Taxable Year), to each Person who was a Unitholder at any time during such Taxable Year, a reasonable estimate of such Unitholder’s United States federal, state and local income tax liability in respect of such Unitholder’s Units for such Taxable Year. Holdings LLC shall use commercially reasonable efforts to deliver or cause to be delivered, as soon as practicable thereafter, (x) to each Person who was a Unitholder at any time during such Taxable Year, a Form K-1 for such Taxable Year and all other information necessary for the preparation of such Person’s United States federal, state and local income tax returns and to the Summit Investors and the Bertram Investors, a copy of Holdings LLC’s United States federal income tax return for such Taxable Year.

Section 7.3 Certain Financial Information. So long as any Investor (i) is (or is directly or indirectly owned, managed or controlled by) an institutional investor or (ii) (A) holds any Class A Units or at least 5% of the outstanding Common Units, (B) has not (at any time) been terminated by Holdings LLC or any of its Subsidiaries for Cause or without “Good Reason” (as such terms

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are defined in any Employment Agreement applicable to such Investor and, if no such Employment Agreements exists or defines such terms, as defined in this Agreement, or if not so defined, as reasonably determined by the Board), and (C) has not since the date of this Agreement directly or indirectly owned any interest in, managed, controlled, participated in (whether as an officer, director, manager, employee, partner, agent, representative or otherwise), consulted with, rendered services for, or in any other manner engaged anywhere within any geographic locale in United States, with any enterprise engaged in the Business other than Holdings LLC and its Subsidiaries (other than being a passive owner of not more than 5% of the outstanding securities of any class of any entity so long as none of such Persons has any active participation in the business of such entity), Holdings LLC shall provide the following information to each such Investor:

(i) as soon as available but in any event within five business days after the end of the date on which Holdings LLC or any of its Subsidiaries delivers such materials to any secured lenders of Holdings LLC or any of its Subsidiaries (or, at any time Holdings LLC and its Subsidiaries have no secured lenders entitled to periodic financials, promptly following the end of each fiscal month, and in no event later than the date of delivery of such information to the Summit Investors), unaudited consolidated and consolidating statements of income or operations, members’ equity (or the equivalent) and cash flows of Holdings LLC and its Subsidiaries for each monthly accounting period in each Fiscal Year (commencing with the monthly accounting period ended October 31, 2020) and for the period from the beginning of the Fiscal Year to the end of such month, and unaudited consolidated and consolidating balance sheets of Holdings LLC and its Subsidiaries as of the end of such monthly period, in each case, presented in such manner as delivered to any secured lenders of Holdings LLC or any of its Subsidiaries (or, if none, as delivered to the Summit Investors);

(ii) as soon as available but in any event within five business days after the end of the date on which Holdings LLC or any of its Subsidiaries delivers such materials to any secured lenders of Holdings LLC or any of its Subsidiaries (or, at any time Holdings LLC and its Subsidiaries have no secured lenders entitled to periodic financials, promptly following the end of each Fiscal Quarter, and in no event later than the date of delivery of such information to the Summit Investors), unaudited consolidated and consolidating statements of income or operations, members’ equity (or the equivalent) and cash flows of Holdings LLC and its Subsidiaries for each quarterly accounting period in each Fiscal Year and for the period from the beginning of the Fiscal Year to the end of such quarter, and unaudited consolidated and consolidating balance sheets of Holdings LLC and its Subsidiaries as of the end of such quarterly period, in each case, presented in such manner as delivered to any secured lenders of Holdings LLC or any of its Subsidiaries (or, if none, as delivered to the Summit Investors); and

(iii) as soon as available but in any event within five business days after the date on which Holdings LLC or any of its Subsidiaries delivers such materials to any secured lenders of Holdings LLC or any of its Subsidiaries (or, at any time Holdings LLC and its Subsidiaries have no secured lenders entitled to periodic financials, promptly following the end of each Fiscal Year, and in no event later than the date of delivery of such information to the Summit Investors), audited consolidated and consolidating statements of income or operations, members’ equity (or the equivalent) and cash flows of Holdings LLC and its

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Subsidiaries for the 2020 Fiscal Year and each Fiscal Year thereafter, and audited consolidated and consolidating balance sheets of Holdings LLC and its Subsidiaries as of the end of such Fiscal Year, in each case, presented in such manner as delivered to any secured lenders of Holdings LLC or any of its Subsidiaries (or, if none, as delivered to the Summit Investors).

Notwithstanding anything contained herein to the contrary, the rights set forth in this Section 7.3 (other than with respect to any Summit Investor, Bertram Investor or other holder of Class A Units) shall expire upon the consummation of an initial Public Offering.

Section 7.4 Confidentiality. Each Unitholder recognizes and acknowledges that it has and may in the future receive certain confidential and proprietary information and trade secrets of Holdings LLC and its Subsidiaries, including but not limited to the information delivered pursuant to Section 7.3 and any other confidential information of Holdings LLC and its Subsidiaries regarding identifiable, specific and discrete business opportunities being pursued by Holdings LLC or its Subsidiaries (the “Confidential Information”). Each Unitholder agrees, during and after the term of this Agreement, to use the same standards and controls that such Person uses to maintain the confidentiality of its own confidential information (but in no event less than reasonable care) to maintain the confidentiality of all Confidential Information and not to, whether directly or indirectly through an Affiliate or otherwise, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to any Person for any reason or purpose whatsoever; provided that each such Person may disclose such information (a) to managers, partners, members, directors, officers, representatives, agents and employees of such Person or its Affiliates, (b) as may be proper in connection with enforcing such Person’s rights under this Agreement and the other agreements contemplated hereby (including the Purchase Agreement or any agreements contemplated thereby), (c) as part of any institutional investor’s normal reporting, rating or review procedure (including normal credit rating and pricing process), or in connection with such any institutional investor’s or its Affiliates’ normal fundraising and related marketing, informational or reporting activities, or to any Investor’s or its Affiliates’ auditors, accountants, attorneys or other agents, (d) as is required to be disclosed to a Governmental Entity, or by subpoena, summons or legal process, or by law, rule or regulation; provided that, to the extent permitted by law and except for regulatory examinations not specifically targeting Holdings LLC or any of its Subsidiaries, the Unitholder required to make such disclosure shall provide to the Board prompt notice of such disclosure, or (e) in connection with any proposed sale or transfer of any Equity Securities in accordance with this Agreement if such Person’s transferee agrees in writing to be bound by the confidentiality provisions hereof or another confidentiality agreement that is as protective in all material respects of Confidential Information of Holdings LLC and its Subsidiaries. For purposes of this Section 7.4, “Confidential Information” shall not include any information which such Person can demonstrate was or has become generally available to the public other than as a result of disclosure by such Person in breach of its obligations hereunder. Nothing in this Section 7.4 shall in any way limit or otherwise modify any other confidentiality covenants entered into between Holdings LLC or its Subsidiaries and any Unitholder or other Person. Notwithstanding anything to the contrary contained herein, Holdings LLC acknowledges that officers, managers, directors and employees of an institutional investor or its portfolio companies who serve as Managers or Observers with respect to Holdings LLC, may also serve as an officer, manager, director or employee of such institutional investor or its portfolio companies, but no such portfolio companies of such institutional investor will be deemed to have received Confidential Information (and not institutional investor Unitholder will be deemed to have disclosed Confidential Information to such portfolio companies) merely as a result of such dual role of any officer, manager, director or employee.

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Section 7.5 Transmission of Communications. Each Person that owns or controls Units on behalf of, or for the benefit of, another Person or Persons shall be responsible for conveying any report, notice or other communication received from Holdings LLC to such other Person or Persons and, unless such other Person or Persons are party to a confidentiality agreement with Holdings LLC, shall be responsible for such other Person’s or Persons’ failure to keep such information confidential on the terms described in Section 7.4.

Section 7.6 Compliance. Holdings LLC (on behalf of itself and its Subsidiaries) acknowledges that: (a) the United States Foreign Corrupt Practices Act of 1977, as amended from time to time (the “FCPA”), prohibits every U.S. company and its employees and representatives from giving, paying, promising, offering or authorizing the payment, directly or indirectly through a third party, of anything of value to any “foreign official” in order to persuade such official to help such U.S. company or any other Person in obtaining or keeping business or in securing any other improper advantage; and (b) The United Kingdom Bribery Act 2010 (the “Bribery Act”) prohibits (among other things) the offering, promising or giving of any financial or other advantage to (x) any recipient with the intention of influencing a person (who need not be the recipient of the advantage) to perform his or her function improperly, or where the acceptance of such advantage would itself be improper; or (y) to any “foreign public official” (or to any other person at the request of, or with the acquiescence of, a foreign public official) with the intention of influencing that official in the performance of his or her public functions, whether or not that performance would be improper; and further that the Bribery Act requires any company or partnership that carries on a business, or part of a business, in the United Kingdom to prevent Persons associated with that company or partnership (which may include, among others, employees, consultants, subsidiaries and third party agents) from committing bribery with a view to obtaining or retaining business, or an advantage in the conduct of business, for that company or partnership. Therefore:

(a) Holdings LLC covenants and agrees that neither it nor any of its Subsidiaries nor any of their respective directors, managers, officers, employees, owners, agents or representatives, shall make any payment(s), loan(s) or gift(s) of money or anything else of value, directly or indirectly, to (i) any official or employee of any Governmental Entity, government owned enterprise (wholly or partially owned) or public international organization, (ii) any political party or official or candidate thereof or (iii) any other Person for any reason, in each case where the purpose of the payment is to influence or induce any of the foregoing Persons (A) to take any act or make any decision in such Person’s official capacity, (B) to fail to take any act in violation of such Person’s official duty, (C) to affect or influence any act or decision by any Governmental Entity or (D) to take or fail to take any other action which such action or failure to act would violate the laws or regulations of the United States or any other country, in each case, in order to assist any Person or any director, officer, employee, owner, agent or representative thereof in obtaining or retaining business for or with, directing business to or obtaining an improper advantage for, any Person.

(b) Holdings LLC covenants and agrees that neither it nor any of its Subsidiaries nor any Person associated with Holdings LLC or any of its Subsidiaries (within the meaning of the Bribery Act) undertakes or will undertake conduct that would constitute a criminal offence under sections 1, 2 or 6 of the Bribery Act were such acts or omissions to take place in the United Kingdom.

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(c) Holdings LLC shall promptly following the date hereof adopt (on behalf of itself and its Subsidiaries) and deliver to the Summit Investors and the Bertram Investors anti bribery policies and procedures that are reasonably acceptable to the Summit Investors and the Bertram Investors and appropriate for the bribery and corruption risks of Holdings LLC’s and its Subsidiaries’ businesses. Upon request of any of the Summit Investors and the Bertram Investors, Holdings LLC shall certify to the Summit Investors and the Bertram Investors that it is aware of it obligations under applicable anti bribery and anti-corruption legislation, has undertaken a risk assessment of the bribery and corruption risks that may arise within its business and that of its Subsidiaries and has adopted and implemented anti bribery and anti-corruption policies and procedures that are appropriate and proportionate to address such risks.

ARTICLE VIII

TAX MATTERS

Section 8.1 Tax Returns. Holdings LLC shall prepare and file all necessary federal, state, local and non-U.S. Tax returns, including making the elections described in Section 4.7 and Section 8.2. Each Unitholder shall furnish to Holdings LLC all pertinent information in its possession relating to Holdings LLC’s operations that is necessary to enable Holdings LLC’s Tax returns to be prepared and filed. Holdings LLC shall furnish all such Tax returns and other reports to the Unitholders in accordance with Section 7.2.

Section 8.2 Tax Elections. The Taxable Year shall be the Fiscal Year unless the Board shall determine otherwise. Except as provided in Section 4.7, the Board shall determine whether to make or revoke any available election pursuant to the Code. Each Unitholder shall upon request supply any information necessary to give proper effect to such election.

Section 8.3 Tax Controversies. Summit Partners Growth Equity Fund X-A, L.P. is hereby designated as the “partnership representative” of Holdings LLC for purposes of the Partnership Tax Audit Rules (“Tax Matters Member”). In addition, the Board is hereby authorized (with the approval of the Majority Summit Investors) to (A) designate any other Person selected by the Board as the Tax Matters Member or the “partnership representative,” and (B) take, or cause Holdings LLC to take, such other actions as may be necessary or advisable pursuant to Treasury Regulations or other guidance to ratify the designation, pursuant to this Section 8.3, of Summit Partners Growth Equity Fund X-A, L.P. (or any Person designated by the Board) as the “partnership representative.” The Tax Matters Member shall be authorized to represent Holdings LLC (at Holdings LLC’s expense) in connection with all examinations of Holdings LLC’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Holdings LLC funds for professional services incurred in connection therewith and to enter into settlements and other agreements with such agencies (including with respect to proceedings under the Partnership Tax Audit Rules) as the Board (with the approval of the Summit Designated Managers) deems necessary or advisable. The Tax Matters Member shall keep the Board (and the Summit Investors and the Bertram Investors) fully informed as to the progress of any examinations, audits or proceedings. Each Unitholder agrees to cooperate with the

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Tax Matters Member and to do or refrain from doing any or all things reasonably requested by the Tax Matters Member with respect to the conduct of such proceedings. The Tax Matters Member shall use commercially reasonable efforts to furnish to each Summit Investor and Bertram Investor, a copy of each material notice or other material communication received by the Tax Matters Member from applicable tax authorities.

Section 8.4 Code Section 83 Safe Harbor Election.

(a) Without limiting Section 3.1(d), by executing this Agreement, each Unitholder authorizes and directs Holdings LLC to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in the Internal Revenue Service Notice 2005-43 (the “IRS Notice”), or any successor guidance or provision, apply to any interest in Holdings LLC transferred to a service provider by Holdings LLC in connection with services provided to Holdings LLC on or after the effective date of such Revenue Procedure. For purposes of making such Safe Harbor election, the Tax Matters Member is hereby designated as the “partner who has responsibility for federal income tax reporting” by Holdings LLC and, accordingly, execution of such Safe Harbor election by the Tax Matters Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. Holdings LLC and each Unitholder hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Unitholder shall prepare and file all federal income tax returns reporting the income tax effects of each Unit issued by Holdings LLC that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A Unitholder’s obligations to comply with the requirements of this Section 8.4 shall survive such Unitholder’s ceasing to be a Unitholder of Holdings LLC and/or the termination, dissolution, liquidation and winding up of Holdings LLC, and, for purposes of this Section 8.4, Holdings LLC shall be treated as continuing in existence.

(b) Each Unitholder authorizes the Tax Matters Member to amend this Section 8.4 to the extent necessary to achieve substantially the same or similar Tax treatment with respect to any interest in Holdings LLC transferred to a service provider by Holdings LLC in connection with services provided to Holdings LLC as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent Internal Revenue Service guidance); provided that such amendment does not result in disproportionately adverse treatment of any other Unitholder as compared to the treatment of a Unitholder holding similar Units.

ARTICLE IX

TRANSFER OF UNITS; REPURCHASE OF UNITS

Section 9.1 Required Consent; Member Entities.

(a) Required Consent. No Unitholder (other than the Summit Investors and other holders of Summit Equity) shall Transfer any interest in any Units (including any indirect Transfer resulting from a transfer of any Member Entity Securities) without first obtaining the prior written consent of both the Board, which consent may be withheld in the Board’s sole discretion, and the Majority Summit Investors, which consent may be withheld in the Majority Summit Investors’ sole discretion (the “Required Consent”), except that such Unitholders may

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Transfer Units (i) pursuant to Section 9.3 (but not as a Transferring Unitholder), Section 9.4, or Section 9.13, (ii) pursuant to the forfeiture and repurchase provisions set forth herein or in any applicable Employment Agreement and/or Equity Agreement and (iii) to their respective Permitted Transferees (collectively, the “Exempt Transfers”); provided that a transfer by a Summit Investor to a Permitted Transferee after the fifth anniversary of the date hereof shall not be deemed an Exempt Transfer for purposes of the Investor’s rights under Section 9.3 if such Transfer would result in such Summit Investor holding less than 50% of all Units held by such Summit Investor immediately prior to such Transfer. Notwithstanding the foregoing, in the case of any Transfer by a Unitholder under clause (iii) of the definition of Exempt Transfer to a Permitted Transferee described in clause (i) of the definition of Permitted Transferee, the Transferring Unitholder shall retain any voting control of such Units (or, in such Transferring Unitholder’s discretion, all voting rights of such Units are irrevocably forfeited (with such Units thereafter being non-voting Units for all purposes of this Agreement and the Delaware Act, notwithstanding anything in this Agreement or in the Delaware Act to the contrary)). Any Transfer of Units (i) by any Summit Investors or other holders of Summit Equity or (ii) by any Investor to a Permitted Transferee shall not be subject to the Required Consent or the provisions of Section 9.2. If any Person acquires Units pursuant to clause (iii) of this Section 9.1(a) as a Permitted Transferee by virtue of such Person’s qualification as a member of a transferor’s Family Group under clauses (ii) or (iii) of the definition of Family Group and such Person shall, at any time, cease to be either a member of such transferor’s Family Group, then such Person shall be required to transfer such Person’s Units back to the original transferor or to a Person that does qualify at the time of such required transfer as either a member of the original transferor’s Family Group.

(b) Each Member Entity acknowledges that a Transfer of Member Entity Securities is deemed a Transfer of Units under this Agreement. Each Member Entity shall comply and shall cause each Member Entity Holder to comply with the provisions of this Article IX and the other terms of this Agreement and any Equity Agreement with respect to any Transfer (including purchase or repurchase) of any Member Entity Securities, mutatis mutandis, on a “look through” basis. Each Member Entity shall not (and shall cause each Member Entity Holder not to) seek to avoid the provisions of this Agreement by issuing, or permitting the issuance or transfer of, any direct or indirect equity, debt or other beneficial interest in the Member Entity, in any such case in a manner which would fail to comply with this Article IX if the Member Entity had Transferred Units directly, unless such Member Entity first complies with the terms of this Agreement. Holdings LLC and the Members acknowledge and agree that each Member Entity and holders of Member Entity Securities may have agreements or arrangements among each other that are more restrictive than the provisions of this Agreement, but all such agreements and arrangements shall be subject to the terms of this Agreement and, in the event of any conflict between this Agreement and any such other agreement or arrangement, the terms and provisions of this Agreement shall prevail. By executing a counterpart of or joinder to this Agreement, each Member Entity Holder acknowledges and agrees to the restrictions and other provisions with respect to any Transfer of their Member Entity Securities, which is deemed a Transfer of underlying Units, contained in this Agreement.

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Section 9.2 First Refusal Rights.

(a) Offer. Upon obtaining the Required Consent (if required) and subject to compliance with all other provisions of this Agreement, and after obtaining a bona fide written offer to acquire any Units (except pursuant to an Exempt Transfer or a Public Sale), at least 60 days (or such shorter period as may be determined by the Board) prior to any Transfer of any Units (except pursuant to an Exempt Transfer or a Public Sale but including any indirect Transfer resulting from a transfer of any Member Entity Securities that is not otherwise an Exempt Transfer), any Unitholder desiring to make such Transfer (other than the Summit Investors and other holders of Summit Equity) (the “RFR Transferring Unitholder”) shall deliver a written notice (the “Offer Notice”) to Holdings LLC and each Investor, specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units to be Transferred (the “Offered Units”) and the price (which may be only for cash consideration payable at the closing of such Transfer or in installments) and other terms and conditions of the proposed Transfer. The Offer Notice shall constitute a binding and irrevocable offer to sell the Offered Units on such terms and conditions. The RFR Transferring Unitholder shall not consummate such proposed Transfer until at least 60 days (or such shorter period as determined by the Board) after the delivery of the Offer Notice, unless the parties to the Transfer have been finally determined pursuant to this Section 9.2 and Section 9.3 prior to the expiration of such 60-day (or shorter) period (the date of the first to occur of (x) the expiration of such 60-day period (or such shorter period as determined by the Board) after delivery of the Offer Notice or (y) such final determination is referred to herein as the “Authorization Date”).

(b) Holdings LLC Election. Holdings LLC may elect to purchase all or any portion of the Offered Units at the price and on the other terms set forth in the Offer Notice by delivering written notice of such election to the RFR Transferring Unitholder and each Investor within 20 days after delivery of the Offer Notice.

(c) Investor Election. If Holdings LLC does not elect to purchase all of the Offered Units, then each Investor (in each case in this Section 9.2 other than any Excluded Holder) may elect to purchase all or any portion up to such Investor’s pro rata share (based on the number of Common Units held by such Investor relative to the number held by all Investors on a Fully- Diluted Basis) of the remaining Offered Units at the price and on the other terms set forth in the Offer Notice by delivering written notice of such election to the RFR Transferring Unitholder and Holdings LLC within 30 days after delivery of the Offer Notice. Any Offered Units not elected to be purchased by the end of such 30-day period shall during the immediately following 5-day period be reoffered by the RFR Transferring Unitholder to the Investors who have elected to purchase their pro rata share of the remaining Offered Units and, if such Persons collectively indicate interest within said 5-day period in acquiring additional Offered Units in an amount in excess of the aggregate amount of Offered Units remaining, such remaining Offered Units will be allocated among such Persons pro rata in accordance with their respective holdings of Common Units on a Fully-Diluted Basis.

(d) Closing. If Holdings LLC and/or the Investors have elected to purchase all or any portion of the Offered Units from the RFR Transferring Unitholder, such purchase shall be consummated as soon as practicable after the delivery of the election notice(s) to the RFR Transferring Unitholder, but in any event within 35 days after the Authorization Date. Notwithstanding any other provision hereof, in the event that the sale price, or any portion thereof, for the Offered Units is not payable in the form of cash at closing or cash payable on a deferred basis (such as pursuant to promissory notes issued by the prospective Transferee(s) described in the Offer Notice), Holdings LLC and/or each Investor electing to purchase Offered Units pursuant to this Section 9.2 shall be required to pay only such portion, if any, of the sale price described in the Offer Notice as consists of such cash consideration, and delivery of such consideration to the RFR Transferring Unitholder shall be payment in full for such Offered Units.

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(e) No Election. If Holdings LLC and the Investors do not elect, in the aggregate, to purchase all of the Offered Units from the RFR Transferring Unitholder, then, subject to compliance with Section 9.3, the RFR Transferring Unitholder shall have the right, within the 60 days following the Authorization Date, to Transfer such Offered Units that Holdings LLC and the Investors have not elected to purchase to the Transferee(s) specified in the Offer Notice in the amounts specified in the Offer Notice at a price not less than the price per unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof than specified in the Offer Notice. Any Offered Units not so Transferred within such 60-day period shall be reoffered to Holdings LLC and the Investors pursuant to this Section 9.2 prior to any subsequent Transfer.

Section 9.3 Tag Along Rights.

(a) Participation Right. At least 20 days prior to any Transfer of any Units by any Unitholder (in each case other than one or more Transfers (i) pursuant to a reorganization into a Successor pursuant to Section 9.10, (ii) that are Exempt Transfers, (iii) in a Public Sale, (iv) of Incentive Units to Holdings LLC, any Investor or any of their assignees pursuant to the terms of any Equity Agreement, and (v) in the case of any Unitholder other than a Summit Investor or holder of Summit Equity, to Holdings LLC or any of its Subsidiaries other than in connection with a Sale of Holdings LLC) after complying with such Unitholder’s obligations pursuant to Section 9.2 (if any), each Unitholder making such Transfer (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to Holdings LLC and to the other Investors (it being understood that, in the case of an indirect Transfer, the Transferring Unitholder shall be deemed to be the holder of the Units that are being indirectly Transferred), specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units to be Transferred and the terms and conditions of the Transfer (including the price that will reflect each Unit’s Pro Rata Share). The other Investors may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 15 days after delivery of the Sale Notice; provided that (A) to the extent any participating Unitholder holds the same class or series of securities, such participating Unitholder shall first be required to sell the same classes and series of securities as the Transferring Unitholder is Transferring, and (B) to the extent such participating Unitholder does not hold the same class or series of securities, such participating Unitholder shall first be required to sell the class and series of securities nearest in rights and preferences thereto (as reasonably determined by the Board), in each case on the same terms and conditions and in the same proportion that the Transferring Unitholder is so Transferring. Such participation (as a share of total proceeds) shall be based upon the Pro Rata Share represented by the Units held by each Investor relative to the Pro Rata Shares of all Units held by the Investors participating in such Transfer (including the Transferring Unitholder). If no Investor has elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 15-day period after delivery of the Sale Notice), then the Transferring Unitholder may Transfer the Units specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any Transferor’s Units not Transferred within such 60-day period shall again be subject to the provisions of this Section 9.3 prior to any subsequent Transfer.

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(b) Participation Procedure; Conditions. With respect to any Transfer subject to Section 9.3(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Investors who have elected to participate in any contemplated Transfer, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Investors on the terms provided herein, unless in connection with such Transfer one or more of the Transferring Unitholders or their respective Affiliates purchase (on the same terms and conditions on which such Units were to be sold to the Transferee(s)) the number and class of Units (or pursuant to the following sentence the applicable portion of equity and debt securities of each respective Corporate Investment Vehicle) from each Investor that such Investor would have been entitled to sell pursuant to Section 9.3(a). Holders of debt or equity securities of Corporate Investment Vehicles shall be entitled to Transfer that portion of their outstanding Subject Securities corresponding to the portion of the Units such Corporate Investment Vehicles are electing and entitled to Transfer hereunder, in lieu of a Transfer of such Units by such Corporate Investment Vehicles, on the same terms and conditions (including price) as the Transferring Unitholder. Each Person Transferring Units or Subject Securities pursuant to this Section 9.3 (i) shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholder in connection with such Transfer, (ii) shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units) or with respect to such Unitholder’s related Corporate Investment Vehicle and (iii) shall enter into any indemnification, contribution or equityholder/seller representative agreement and any other agreement (other than non-competition agreements to be entered into by Unitholders who are also Executives) that the Transferring Unitholder is entering into on the same terms and conditions (other than as differences in such terms and conditions might result from holdings of different classes of Units or with respect to such Unitholder’s related Corporate Investment Vehicle); provided that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders.

Section 9.4 Approved Sale; Drag-Along Obligations.

(a) If at any time the Majority Summit Investors approve a Sale of Holdings LLC in a bona fide arms’ length transaction (an “Approved Sale”), then upon the request of the Majority Summit Investors, each Holder shall (and shall cause any Manager(s) designated by it to) take and otherwise facilitate the following actions:

(i) vote for (whether at a meeting of Members or by written consent), consent to and raise no objections against, and not otherwise impede or delay, such Approved Sale and waive (and hereby waives and releases) any claim such Holder may have in respect of any breach of fiduciary duty (including, for the avoidance of doubt, any duty of loyalty and duty of disclosure) in connection with such Approved Sale;

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(ii) if the Approved Sale is structured as a (A) merger or consolidation, each Member shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (B) sale of Units or other securities of Holdings LLC, each Unitholder shall agree to sell or dispose of (and shall sell and dispose of) all (but not less than all, provided that a Unitholder may sell less than such Unitholder’s Pro Rata Share to effect customary “rollover” by the Executive Members and, to the extent determined by the Majority Summit Investors, other Unitholders, it being agreed the foregoing does not require any amount of “rollover”) of such Unitholder’s Units and other securities of Holdings LLC on the terms and conditions approved by the Majority Summit Investors (provided that in either case no Holder shall be required to accept consideration other than cash or wire transfer of immediately available funds in connection with the Approved Sale); and

(iii) take all actions reasonably necessary or desirable (in such Holder’s capacity as a Manager or Member of Holdings LLC or otherwise) in connection with the consummation of the Approved Sale as reasonably requested by the Board or the Majority Summit Investors, including executing and delivering any and all consents, waivers, agreements, instruments and other documents approved (and in substantially the same form as executed) by the Majority Summit Investors (including any applicable purchase agreement, equityholders agreement, confidentiality agreement (which shall not be more restrictive than the confidentiality provisions in this Agreement), employee non- solicitation agreement, and/or indemnification and/or contribution agreement and, only in the case of Unitholders who are Executives Members and their equity holders and any other Holders that are Executives or Permitted Transferees thereof, executing and delivering non-competition and non-solicitation agreements and the like whether or not executed by non-Executive Unitholders so long as such agreements and the restrictions contained therein are on commercially reasonable terms; it being understood that Summit Investors, Other Investors who are (or are directly or indirectly owned, managed or controlled by) institutional investors, other holders of Summit Equity and any Managers designated by any of the foregoing shall not be obligated to enter into any non-competition agreements or the like).

(b) In connection with any Approved Sale, each Holder and Holdings LLC shall (and Holdings LLC shall cause each of its Subsidiaries and each of its and their respective officers, managers, directors, employees, financial advisors, consultants, attorneys and other agents and representatives to) take all necessary or desirable actions in connection with the consummation of the Approved Sale and any related transactions (including any auction or competitive bid process in connection with or preceding such Approved Sale) as reasonably requested by the Majority Summit Investors, including (i) retaining investment bankers and other advisors approved by the Majority Summit Investors; (ii) participating in management meetings and preparing pitchbooks and confidential information memoranda; (iii) furnishing relevant information and copies of documents; (iv) preparing and making filings with governmental authorities; (v) providing assistance with legal, accounting, tax, financial, benefits and other due diligence; and (vi) otherwise reasonably cooperating with the Majority Summit Investors, the prospective buyer(s), any investment bankers, consultants or other professional advisors who have been retained in connection with such Approved Sale and their respective representatives.

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(c) The obligations of the Holders with respect to the Approved Sale are subject to the satisfaction of the conditions that (and Holdings LLC shall take such actions as are necessary so that, subject to customary “rollover” by Executive Members) each Unitholder (including, for these purposes, the owners of Corporate Investment Vehicles (assuming a distribution by any Summit Investor or any Bertram Investor of which a Corporate Investment Vehicle is a partner of the Units it holds to its partners)) shall receive in exchange for the Units held by such Unitholder (but, as provided in Section 9.4(f), that owners of Corporate Investment Vehicles may deliver the Subject Securities of such Corporate Investment Vehicles in lieu of such Units) the same portion of the aggregate consideration (or, in the event of a sale of less than all of the issued and outstanding Units, the equity value implied by such aggregate consideration), however described or allocated, from such transaction that such Unitholder would have received if such aggregate consideration (or equity value) had been distributed by Holdings LLC in accordance with the provisions of Section 4.2 (with it being understood and agreed that all consideration (however described or allocated) that is paid directly or indirectly to any Unitholder or Executive (whether in his, her or its capacity as a Unitholder or Executive or otherwise, but excluding repayment of bona fide, pre-existing obligations, sale or stay bonuses in customary amounts, employment agreements, consulting agreements for bona fide services at market rates or other compensation for future services specifically to be provided by one or more Executives) in connection with the Approved Sale shall be deemed to be proceeds of the Approved Sale and shall be allocated among the Unitholders in accordance with the provisions of Section 4.2).

(d) Notwithstanding anything herein to the contrary, the Unitholders shall be severally obligated to join on a Pro Rata Basis (as if such indemnification obligations reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) in any indemnification obligations the Majority Summit Investors agreed to in connection with such Approved Sale; provided that no Unitholder shall be obligated to provide any representations or warranties or to enter into indemnification obligations with respect to matters particular to any other Unitholder or such other Unitholder’s (or its Permitted Transferees’) Units or Subject Securities (such as a Unitholder’s title to and ownership of Equity Securities or authority), which shall be provided individually by each Unitholder with respect to itself only (and not jointly and severally), and no Unitholder shall be required to agree to indemnification obligations in excess of the proceeds received by such Unitholder (and its Permitted Transferees) in such Approved Sale; provided, further, that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders (as if such escrow reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale). Each Unitholder shall pay its share determined on a Pro Rata Basis (as if such expenses reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) of the expenses incurred by Holdings LLC pursuant to an Approved Sale to the extent such expenses are incurred for the benefit of all Unitholders (as reasonably determined by the Majority Summit Investors). Expenses incurred by any Holder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such Holder in connection with the Approved Sale) shall not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by Holdings LLC, shall be the responsibility of such Holder. Each Unitholder shall enter into any indemnification, contribution or equityholder/seller representative agreement requested by the Board or the Majority Summit Investors to ensure compliance with this Section 9.4 and hereby consents and

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agrees to abide by the customary provisions of any merger or similar agreement providing for an equityholder/seller representative. Each Unitholder shall enter into any other agreement that the Majority Summit Investors approve and (other than non-competition agreements to be entered into by Unitholders who are also Executives) enter into on the same terms and conditions (other than as differences in such terms and conditions might result from holdings of different classes of Units or with respect to a Unitholder’s related Corporate Investment Vehicle), including any applicable purchase agreement, equityholders agreement and/or indemnification and/or contribution agreement, confidentiality agreements (which shall not be more restrictive than the confidentiality provisions in this Agreement), employee non-solicitation agreement, and, only in the case of Unitholders who are Executive Members and their equity holders and any other Unitholders that are Executives or Permitted Transferees thereof, executing and delivering customary non- solicitation and non-competition agreements and the like whether or not executed by non- Executive Unitholders so long as such agreements and the restrictions contained therein are on commercially reasonable terms; it being understood that Summit Investors, Other Investors who are (or are directly or indirectly owned, managed or controlled by) institutional investors, and other holders of Summit Equity shall not be obligated to enter into any non-competition agreements or the like. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or equityholder/seller representative agreement requested by the Board or the Majority Summit Investors to ensure compliance with this Section 9.4(d) and the provisions of this Section 9.4(d) requiring several liability or no liability for certain matters respecting other Unitholders shall be deemed complied with if such requirement is addressed through such agreement, even if the purchase and sale agreement or merger agreement related to the Approved Sale provides for recourse to the entirety of an escrow for any and all matters or joint and several liability.

(e) If Holdings LLC, any of its Subsidiaries or the Majority Summit Investors enters into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), then each Excluded Holder shall, at the request of Holdings LLC, appoint a “purchaser representative” (as such term is defined in Rule 501 promulgated under the Securities Act) designated by Holdings LLC. If any Holder so appoints such purchaser representative, then Holdings LLC shall pay the fees of such purchaser representative. However, if any Holder declines to appoint the purchaser representative designated by Holdings LLC, such Holder shall appoint another purchaser representative (reasonably acceptable to Holdings LLC), and such Holder shall be responsible for the fees of the purchaser representative so appointed.

(f) Without limiting the generality of the foregoing or any other provision of this Agreement, it is understood and agreed that the following structure for a Sale of Holdings LLC (whether such Sale of Holdings LLC is initiated or classified as an Approved Sale or otherwise) shall be utilized by Holdings LLC unless otherwise consented to by all of the Corporate Investment Vehicles which are Unitholders: A Sale of Holdings LLC in which the purchaser or purchasers acquire(s) separately each of the following: (i) all Units of Holdings LLC other than Units held by Corporate Investment Vehicles; and (ii) all outstanding capital stock, other equity interests and all outstanding indebtedness of the Corporate Investment Vehicles and/or all of their options, warrants and/or other rights to acquire equity interests in Holdings LLC (which options, warrants or rights the purchaser or purchasers shall then exercise) at the same price per Unit as the Units purchased

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pursuant to clause (i) above (such price to be paid to the owners of the securities of Corporate Investment Vehicles), determining “same” as follows: calculating price per Unit pursuant to clause (i), computing the aggregate value of all Units held by such Corporate Investment Vehicle on that basis (as if all options, warrants and/or other rights to acquire equity interests in Holdings LLC had been exercised) and, finally, comparing the amount of consideration allocated to the owners of the securities of such Corporate Investment Vehicle to the aggregate value so computed.

(g) In no manner shall this Section 9.4 be construed to grant to any Member or Unitholder any dissenters rights or appraisal rights or give any Member or Unitholder any right to vote in any Sale of Holdings LLC structured as a merger or consolidation, it being understood that the Members hereby expressly grant to the Majority Summit Investors the sole right to approve or consent to a Sale of Holdings LLC structured as a merger or consolidation of Holdings LLC without approval or consent of the Members or the Unitholders. Notwithstanding anything to the contrary contained herein, the rights, powers, duties and obligations of the Board and Managers hereunder are expressly subject to the requirements of this Section 9.4.

Section 9.5 Effect of Assignment. Any Member who shall assign any Units or other interest in Holdings LLC shall cease to be a Member with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest, except as provided in Section 9.1(a).

Section 9.6 Additional Restrictions on Transfer.

(a) Execution of Counterpart. Except in connection with an Approved Sale, each Transferee of Units or other interests in Holdings LLC (including any Permitted Transferee or otherwise in connection with an Exempt Transfer) shall, as a condition precedent to such Transfer, execute and deliver to Holdings LLC a counterpart to this Agreement pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement. Notwithstanding the foregoing, any Person who acquires in any manner whatsoever any Units or other Equity Securities of Holdings LLC, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms and conditions of this Agreement that any predecessor in such Units or other interests in Holdings LLC of such Person was subject to or by which such predecessor was bound.

(b) Notice. In connection with the Transfer of any Units, the holder of such Units shall deliver written notice to Holdings LLC describing in reasonable detail the Transfer or proposed Transfer.

(c) Legal Opinion. Except for Exempt Transfers, no Transfer of Units or any other interest in Holdings LLC may be made unless in the opinion of counsel, satisfactory in form and substance to the Board (which opinion may be waived by the Board and shall not be required with respect to the Summit Investors or the Bertram Investors), such Transfer would not (i) violate any federal securities laws or any state or provincial securities or “blue sky” laws (including any investor suitability standards) applicable to Holdings LLC or the interest to be Transferred or (ii) cause Holdings LLC to be required to register as an “Investment Company” under the U.S. Investment Company Act of 1940, as amended. Such opinion of counsel shall be delivered in writing to Holdings LLC prior to the date of the Transfer.

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(d) No Avoidance of Provisions. No Unitholder shall directly or indirectly (i) permit the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Unitholder or (ii) otherwise seek to avoid the provisions of this Agreement by issuing, or permitting the issuance of, any direct or indirect equity or beneficial interest in such Unitholder, in any such case in a manner that would fail to comply with this Article IX if such Unitholder had Transferred Units directly.

(e) Code Section 7704 Safe Harbor. In order to permit Holdings LLC to qualify for the benefit of a “safe harbor” under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit or economic interest shall be permitted or recognized by Holdings LLC or the Board (within the meaning of Treasury Regulations Section 1.7704-1(d)) if and to the extent that such Transfer would cause (or create substantial risk of causing) Holdings LLC to have more than 100 partners (within the meaning of Treasury Regulations Section 1.7704-1(h), including the look-through rule in Treasury Regulations Section 1.7704-1 (h)(3)).

Section 9.7 Legend. In the event that Certificated Units are issued, such Certificated Units shall bear a legend in form and substance as follows:

“THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER OTHER APPLICABLE SECURITIES LAWS (“STATE ACTS”). SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER THE ACT AND STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

“THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF OCTOBER 9, 2020, AS AMENDED, RESTATED AND MODIFIED FROM TIME TO TIME, GOVERNING THE ISSUER (THE “COMPANY”), AND BY AND AMONG CERTAIN INVESTORS (THE “LLC AGREEMENT”). THE UNITS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE LLC AGREEMENT AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER. A COPY OF ANY SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY BY THE HOLDER OF THE UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

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If a holder of Certificated Units delivers to Holdings LLC an opinion of counsel, satisfactory in form and substance to the Board (which opinion may be waived by the Board), that no subsequent Transfer of such Units will require registration under the Securities Act, Holdings LLC will promptly upon such contemplated Transfer deliver new Certificated Units that do not bear the portion of the restrictive legend relating to the Securities Act set forth in this Section 9.7.

Section 9.8 Transfer Fees and Expenses. Except as provided in Sections 9.2, 9.3 and 9.4, the Transferor and Transferee of any Units or other interest in Holdings LLC shall be jointly and severally obligated to reimburse Holdings LLC for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer incurred by Holdings LLC, whether or not consummated.

Section 9.9 Void Transfers. Any Transfer of any Units or other interest in Holdings LLC in contravention of this Agreement (or that would cause Holdings LLC to not be treated as a partnership for U.S. federal income tax purposes) shall be void and ineffectual and shall not bind or be recognized by Holdings LLC or any other Person. No purported assignee shall have any right to any Profits, Losses or Distributions of Holdings LLC.

Section 9.10 Change in Business Form.

(a) If the Board approves an initial Public Offering with respect to Holdings LLC or any of its Subsidiaries and approves the reorganization of Holdings LLC or any of its Subsidiaries from a limited liability company to a corporation in connection with such Public Offering (a “Corporate Reorganization”), each Holder (subject to any approval rights such Holder has pursuant to any other agreement with Holdings LLC and only to the extent not otherwise prohibited by the express terms of this Agreement) hereby consents to such Public Offering, or Corporate Reorganization and shall vote for (to the extent it has any voting right) and raise no objections against such Public Offering or Corporate Reorganization, and each Holder shall take all reasonable actions in connection with the consummation of such Public Offering and/or Corporate Reorganization of Holdings LLC or any of its Subsidiaries (such resulting corporation being the “Successor”) as determined by the Board, but, in each case, only to the extent not otherwise prohibited by the express terms of this Agreement. Without limiting the foregoing, in connection with an initial Public Offering with respect to Holdings LLC, Holdings LLC shall, at the written request of the managing underwriter of such Public Offering, effect a conversion or reorganization to corporate form in accordance with the provisions of this Section 9.10.

(b) The method of effecting such reorganization, whether by merger with and into a corporate Subsidiary of Holdings LLC or otherwise, shall (subject to the remaining provisions of this Section 9.10) be determined by the Board (with the approval of the Majority Summit Investors) in its discretion; provided that Holdings LLC shall to the extent feasible under the circumstances effect or cause to be effected any such reorganization in a manner that avoids creation of a taxable income for Holdings LLC, any Subsidiary of Holdings LLC or any Member (including effecting the transactions described in Section 9.10(c) and Section 9.10(d), as applicable).

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(c) Each of the Holders hereby agrees to take such actions as are reasonably required to effect such reorganization as shall be determined by the Board in its reasonable judgment and hereby irrevocably authorizes and appoints each of the Summit Managers who are then on the Board as such Holder’s representative and true and lawful attorney-in-fact and agent to act in such Holder’s name, place and stead as contemplated in this Section 9.10 and to execute in the name and on behalf of such Holder any agreement, certificate, instrument or document to be delivered by the Holder in connection with any such reorganization as determined by the Board in its reasonable judgment and with the approval of the Majority Summit Investors (but with such power of attorney to be exercised only in the event of the failure of such Holder to comply with this Section 9.10), but, in each case, only to the extent not otherwise prohibited by the express terms of this Agreement. Unless otherwise determined by the Board in its reasonable judgment, in connection with any such reorganization, each of the transactions described in clauses (i) through (iv) of this Section 9.10(c) shall be consummated as provided below and deemed to have occurred simultaneously:

(i) The Successor shall be organized as a Delaware corporation, with customary charter and by-laws and related customary pre-Public Offering documentation, each reasonably acceptable to the Board and the Majority Summit Investors;

(ii) Each Unit shall (effective upon and subject to the consummation of such Corporate Reorganization) convert into shares of common stock of the Successor (the “Successor Stock”) and the shares of Successor Stock shall be allocated among the Unitholders in exchange for their respective Units such that each Unitholder shall receive a number of shares of Successor Stock equal to the quotient of (A) the amount such Unitholder would have received in respect of such Unitholder’s Units in a liquidation or dissolution at the time of the Corporate Reorganization in accordance with Section 12.2, divided by (B) the Fair Market Value of a share of Successor Stock (which shall be the Offering Price of such Public Offering);

(iii) The Successor shall expressly acknowledge and assume Holdings LLC’s or such Subsidiary’s, as the case may be, obligations and liabilities, including its remaining obligations under this Agreement, with such conforming changes as may be necessary or appropriate to reflect the corporate status of the Successor, and in connection with such transactions and those described above the Holders shall take such action as may be necessary to consolidate Holdings LLC as part of the Successor to the extent such consolidation does not occur by operation of law; and

(iv) The Successor (and Holdings LLC) shall use commercially reasonable efforts to make or cause to be made all filings, obtain all approvals and consents and take such other actions as may be necessary, desirable or appropriate to effectuate the reorganization contemplated by this Section 9.10.

(d) Without limiting the generality of the foregoing or any other provision of this Agreement, it is understood and agreed that the following structures for any such reorganization and subsequent Public Offering shall be utilized by Holdings LLC and approved by the Board and each Holder, if such approval is requested by any Summit Investor that is a Corporate Investment Vehicle:

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(i) Subject to Section 9.10(d)(ii), a public offering of shares of common stock by the Specified Corporate Investment Vehicle that is immediately preceded by reorganization of Holdings LLC so that the Specified Corporate Investment Vehicle is the Successor described in this Section 9.10 as follows: The contribution by all other Unitholders (other than the other Corporate Investment Vehicles) and by the holders of the outstanding securities of the other Corporate Investment Vehicles to the Specified Corporate Investment Vehicle, in exchange for shares of Successor Stock of the Specified Corporate Investment Vehicle (the allocation of which among the Unitholders (other than the Corporate Investment Vehicles) and owners of Corporate Investment Vehicles shall be in accordance with Section 9.10(c)(ii) and the following), of (A) all outstanding capital stock or other equity interests and all outstanding indebtedness of the other Corporate Investment Vehicles; provided that holders of capital stock or other equity interests of each of such other Corporate Investment Vehicles shall be entitled to exchange such capital stock or other equity interest for a number of shares of Successor Stock, in the aggregate equal to the number to which it would be entitled pursuant to Section 9.10(c)(ii) if it were receiving stock in exchange for the Units of Holdings LLC such Corporate Investment Vehicle holds, and (B) all Units of Holdings LLC (other than those Units held by other Corporate Investment Vehicles).

(ii) If, however, the transactions described in Section 9.10(d)(i) would not qualify as an exchange of property for stock described in Code Section 351 in which all holders of Units of Holdings LLC and the other equity and debt securities described therein that are contributed to the Specified Corporate Investment Vehicle are eligible to be treated as transferors under Code Section 351, then the Public Offering shall be effected under the following terms and in the following order: (A) the Successor is formed; (B) in exchange for shares of the Successor Stock (the allocation of which among the Unitholders (other than the Corporate Investment Vehicles) and owners of Corporate Investment Vehicles shall be in accordance with Section 9.10(c)(ii) and clauses (A) and (B) of Section 9.10(d)(i)) the following property is contributed to the Successor: (I) all Units of Holdings LLC other than those Units held by the Corporate Investment Vehicles and (II) all outstanding capital stock or other equity interests and all outstanding indebtedness of the Corporate Investment Vehicles; and (C) the Successor issues shares of common stock in the Public Offering.

(e) The organizational documents of the Successor and/or a stockholders’ or other agreement, as appropriate, shall provide that the rights and obligations of the Holders hereunder (to the extent such rights and obligations survive consummation of a Public Offering) shall continue to apply in accordance with the terms thereof (including the vesting and other terms, conditions, rights and obligations applicable to Incentive Units), except to the extent the parties thereto otherwise agree in writing pursuant to the terms thereof.

(f) In the event of a Public Offering or related Corporate Reorganization, Holdings LLC and each Holder shall take (or cause to be taken) all necessary or desirable actions requested by the Board in its reasonable judgement in connection with the consummation of such Public Offering or other Corporate Reorganization, including consenting to, voting for and waiving any dissenters rights, appraisal rights or similar rights with respect to a reorganization of Holdings LLC or any of its Subsidiaries, as the case may be, and entering into customary and

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appropriate documentation (as approved by the Majority Summit Investors) pursuant to the terms of this Section 9.10 and compliance with the requirements of all laws and regulatory bodies that are applicable or that have jurisdiction over such Public Offering or related Corporate Reorganization. Holdings LLC shall pay all filing fees necessary to obtain all authorizations and approvals required by the HSR Act that are required for the consummation of the reorganization contemplated in this Section 9.10.

Section 9.11 Market Stand-Off. No Other Investor or Executive Member that is not party to the Registration Agreement (it being understood any party thereto shall be subject to the obligations thereof) shall (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any Equity Securities of Holdings LLC or any of its Subsidiaries, or any securities convertible into or exchangeable or exercisable for such securities (including Equity Securities of Holdings LLC or any of its Subsidiaries that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (B) enter into a transaction that would have the same effect as described in clause (A) of this Section 9.11, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each transaction of a kind described in clauses (A), (B) and (C) of this Section 9.11, a “Securities Transaction”), or (D) publicly disclose the intention to enter into any Securities Transaction, in any such case during the period beginning with the initial filing of the registration statement under the Securities Act with respect to Holdings LLC’s intended initial Public Offering and ending 180-days after the effective date of Holdings LLC’s initial Public Offering (the “IPO Holdback Period”), except as part of such initial Public Offering, or during the period beginning with the filing of a registration statement under the Securities Act with respect to any intended subsequent Public Offering and ending ninety (90) days after the effective date of such subsequent Public Offering (the “Follow-On Holdback Period”), except as part of such subsequent Public Offering, unless the underwriters managing any such Public Offering otherwise agree in writing. If requested by the managing underwriters, each Executive Member agrees to execute customary lock-up agreements consistent with the foregoing obligations with the managing underwriter(s) of any Public Offering with a duration not to exceed the IPO Holdback Period or the Follow-On Holdback Period, as applicable. Holdings LLC may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction during any IPO Holdback Period or any Follow-On Holdback Period.

Section 9.12 Forfeiture of Incentive Units or Subordinate Units. Notwithstanding anything to the contrary set forth herein, Incentive Units and any Units subordinate to the Incentive Units in right of distributions pursuant to this Agreement (if any) may be subject to vesting, forfeiture and/or repurchase as set forth in any applicable Employment Agreement and/or Equity Agreement. Without limiting the foregoing, except as otherwise set forth in any applicable Employment Agreement and/or Equity Agreement, and unless otherwise determined by the Board in its sole discretion, immediately prior to the consummation or occurrence of a Liquidity Event, any Incentive Units or Units subordinate to the Incentive Units in right of distributions pursuant to this Agreement (if any) (whether held by the original holder thereof or one or more of such holder’s Transferees, other than Holdings LLC or any of its Subsidiaries or the Summit Investors or any of their Affiliates) that are subject to vesting pursuant to any Employment Agreement and/or Equity Agreement but that at the time of such Liquidity Event remain unvested automatically (without any action by the Unitholder or any of the Unitholder’s Transferees) will be forfeited to Holdings LLC and deemed canceled (upon payment of the original cost thereof, if so specified in such Unitholder’s Employment Agreement and/or Equity Agreement).

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Section 9.13 Repurchase Right on Certain Separations.

(a) Right of Repurchase. In the event any Executive Member (or a partner or other owner of such Executive Member who once was an employee of or service-provider to Holdings LLC or one of its Subsidiaries) ceases to be employed by or a service-provider to Holdings LLC or any of its Subsidiaries at any time for any reason, Holdings LLC and the Investors (other than any ineligible Investor as described below) will have the right (but not the obligation) to repurchase all (but not less than all) of the Units issued to such Executive Member (whether then held by such Executive Member or one or more of such Executive Member’s direct or indirect Transferees, other than Holdings LLC or any purchaser of such Executive Member’s Units pursuant to Section 9.2 or (other than in such purchaser’s capacity as a Transferring Unitholder) Section 9.3) pursuant to the terms and conditions set forth in this Section 9.13 (the “Repurchase Option”).

(b) Purchase Price. The purchase price for the Units repurchased pursuant to this Section 9.13 shall be equal to the Fair Market Value of such Unit as of the closing date set forth in the Repurchase Notice or Supplemental Repurchase Notice, as the case may be, in either case first delivered pursuant to Section 9.13(c) or Section 9.13(d); provided, that if such closing date is deferred in accordance with Section 9.13(f) the purchase price shall be equal to the Fair Market Value as of such deferred closing date; provided, further, that if such Executive Member is terminated for Cause, or if after such termination such Executive Member breaches any restrictive covenant by such Executive Member in favor of Holdings LLC or any of its Subsidiaries (as determined by a court of competent jurisdiction), any Incentive Units to be repurchased by Holdings LLC hereunder shall be repurchased for the lesser of Fair Market Value or Original Cost.

(c) Holdings LLC Repurchase Notice. Holdings LLC (with the approval of the Board) may elect to purchase all or any portion of the Units subject to the Repurchase Option by delivering written notice (the “Repurchase Notice”) to the holder or holders of such securities within five months after the Termination Date. The Repurchase Notice will set forth the number of Units to be acquired from each holder, the aggregate consideration to be paid for such Units and the time and place for the closing of the transaction. The number of Units to be repurchased by Holdings LLC shall first be satisfied to the extent possible from the Units held by the applicable Executive Member at the time of delivery of the Repurchase Notice. If the number of Units then held by such Executive Member is less than the total number of Units that Holdings LLC has elected to purchase, Holdings LLC shall purchase the remaining Units from the other Holder(s) thereof, pro rata according to the number of Units held by such other Holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest unit).

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(d) Investors’ Right. If for any reason Holdings LLC does not elect to purchase all of the Units pursuant to the Repurchase Option, then each Investor shall be entitled to exercise the Repurchase Option for all or any portion of the Units subject to the Repurchase Option which Holdings LLC has not elected to purchase (the “Available Securities”); provided that no Executive Member (or Executive Member whose partner or other owner who once was an employee or service-provider to Holdings LLC or one of its Subsidiaries) who has ceased to be employed by or a service-provided to Holdings LLC or any of its Subsidiaries as a result of a termination for Cause and no Excluded Holder shall be entitled to exercise the Repurchase Option. As soon as practicable after Holdings LLC has determined that there will be Available Securities, but in any event within five months after the Termination Date, Holdings LLC shall give written notice to the Investors entitled to exercise the Repurchase Option, setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to Holdings LLC within six months after the Termination Date. If the eligible Investors collectively have elected to purchase an aggregate number of Units greater than then the number of Available Securities, then the Available Securities shall be allocated among the electing Investors based upon Pro Rata Share represented by the Units held by such electing Investor relative to the Pro Rata Shares of all Units held by all electing Investors. As soon as practicable, and in any event within ten days after the expiration of the 6-month period set forth above, Holdings LLC shall notify each Holder of Units subject to the Repurchase Option as to the number of Units being purchased from such Holder by the eligible Investors (the “Supplemental Repurchase Notice”). At the time Holdings LLC delivers the Supplemental Repurchase Notice to the Holder(s) of Units subject to the Repurchase Option, Holdings LLC also shall deliver written notice to each Investor electing to purchase such Units setting forth the number of Units such Investor is entitled to purchase, the aggregate purchase price therefor and the time and place of the closing of the transaction. The allocation of Units to be purchased by the Investors shall be allocated among the Executive Member and Transferees that are Holders thereof in the same manner as set forth in Section 9.13(c). Notwithstanding anything herein to the contrary, in the event that Holdings and the Investors do not elect to purchase all of the Units subject to the Repurchase Option, then no Units shall be subject to repurchase pursuant to this Section 9.13.

(e) Closing. The closing of the purchase of the Units pursuant to the Repurchase Option shall take place on the date designated by Holdings LLC in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than thirty (30) days, nor less than five (5) days, after the delivery of the later of either such notice to be delivered. Holdings LLC will pay for the Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by the holder thereof to Holdings LLC or any of its Subsidiaries, and will pay the remainder of the purchase price by a check or wire transfer of funds. Each Investor will pay for the Units subject to the Repurchase Option purchased by such Investor by a check or wire transfer of funds. Holdings LLC and the Investors will be entitled to receive customary representations and warranties and an equity-related release from the sellers of such Units regarding such sale, a reaffirmation of the restrictive covenants in this Agreement, and to require that all such sellers’ signatures be guaranteed. Each seller will be required to enter into customary repurchase documentation, at the election of Holdings LLC. If the acquiring Persons make available, at the time and place and in the amount and form provided in this Section 9.13, the purchase price for the Units to be repurchased in accordance with the provisions of this Section 9.13, then from and after such time the Person from whom such Units are to be repurchased shall cease to have any rights as a holder of such Units (other than the right to receive payment of such consideration in accordance with this Section 9.13), and such Units shall be deemed purchased in accordance with the applicable provisions hereof and the purchaser thereof shall be deemed the owner (of record and beneficially) and holder of such Units, unless such purchaser is Holdings LLC, in which case such Units shall no longer be considered issued or outstanding for any purpose.

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(f) Deferral. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Units by Holdings LLC pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Act, the Delaware General Corporation Law or other governing corporate, partnership or limited liability company law, and in Holdings LLC’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Units hereunder which Holdings LLC is otherwise entitled or required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to Holdings LLC to enable such repurchases, then Holdings LLC may defer any such repurchases for a period of up to twelve months from the repurchase date otherwise scheduled hereunder.

(g) Update to Schedule of Unitholders. In connection with any exercise of the Repurchase Option hereunder, the Board is hereby authorized to amend the Schedule of Unitholders, without the consent of any Holder, to reflect any exercise of the Repurchase Option in accordance with the terms of this Agreement.

ARTICLE X

ADMISSION OF MEMBERS

Section 10.1 Substituted Members. In connection with the Transfer of Units of a Unitholder permitted under the terms of this Agreement, any Equity Agreements (if applicable), and the other agreements contemplated hereby and thereby, the Transferee shall become a Substituted Member on the later of (a) the effective date of such Transfer and (b) the date on which the Board approves such Transferee as a Substituted Member and the Substituted Member delivers to Holdings LLC the documents contemplated by clauses (a) and (b) of Section 10.2, and such admission shall be shown on the books and records of Holdings LLC; provided that, in connection with the Transfer of Units of a Unitholder (other than a Summit Investor or a Bertram Investor) to a Permitted Transferee permitted under the terms of this Agreement, any Equity Agreements (if applicable), and the other agreements contemplated hereby and thereby, the Transferee shall become a Substituted Member on the effective date of such Transfer; provided further that, in connection with any Transfer of Units of a Summit Investor or other holder of Summit Equity or of a Bertram Investor, the Transferee shall automatically and without any further action on the part of any Person become a Substituted Member on the effective date of such Transfer, subject to Section 9.6(a).

Section 10.2 Additional Members. After the date hereof, a Person may be admitted to Holdings LLC as an Additional Member only as contemplated under Section 3.1 and only upon furnishing to Holdings LLC (a) a letter of acceptance, in form satisfactory to the Board, of all the terms and conditions of this Agreement, including the powers of attorney granted in Section 9.10 and Section 14.1, and (b) such other documents or instruments as may be deemed necessary or appropriate by the Board to effect such Person’s admission as a Member. Such admission shall become effective on the date on which the Board determines that such conditions have been satisfied and when any such admission is shown on the books and records of Holdings LLC.

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ARTICLE XI

WITHDRAWAL AND RESIGNATION OF UNITHOLDERS

Section 11.1 Withdrawal and Resignation of Unitholders. No Unitholder shall have the power or right to withdraw or otherwise resign (and each shall not withdraw or otherwise resign) from Holdings LLC prior to the dissolution and winding up of Holdings LLC pursuant to Article XII without the prior written consent of the Board (which consent may be withheld by the Board in its sole discretion) except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby; provided, that the withdrawal or resignation of a Summit Investor as a Member shall also require the consent of the Majority Other Investors. Upon a Transfer of all of a Unitholder’s Units in a Transfer permitted by this Agreement, and (if applicable) any Equity Agreements, subject to the provisions of Section 9.5, such Unitholder shall cease to be a Unitholder. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Unitholder shall not be considered a Unitholder for any purpose after the effective time of such complete withdrawal and, in the case of a partial withdrawal, such Unitholder’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal. For the avoidance of doubt an Event of Withdrawal shall not be deemed a withdrawal or resignation of such Member pursuant to this Section 11.1.

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1 Dissolution. Holdings LLC shall not be dissolved by the admission of Additional Members or Substituted Members. Holdings LLC shall dissolve, and its affairs shall be wound up upon the first of the following to occur:

(a) Board approval of dissolution with the prior written consent of the Majority Other Investors; and

(b) the entry of a decree of judicial dissolution of Holdings LLC under Section 18-802 of the Delaware Act or an administrative dissolution.

Except as otherwise set forth in this Article XII, Holdings LLC is intended to have perpetual existence. An Event of Withdrawal shall not cause a dissolution of Holdings LLC and Holdings LLC shall continue in existence subject to the terms and conditions of this Agreement.

Section 12.2 Liquidation and Termination. On dissolution of Holdings LLC, the Board shall act as liquidator (or, with the approval of the Majority Summit Investors, may appoint one or more Members and Managers as liquidator). The liquidators shall proceed diligently to wind up the affairs of Holdings LLC and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Holdings LLC expense. The steps to be accomplished by the liquidators are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of Holdings LLC’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

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(b) The liquidator(s) shall cause any notice required by law or agreement to be mailed to each known creditor of and claimant against Holdings LLC to be delivered as required.

(c) The liquidator(s) shall pay, satisfy or discharge solely from Holdings LLC assets all of the debts, liabilities and obligations of Holdings LLC (including all expenses incurred in liquidation and all debts, liabilities and obligations owed to Members, including in respect of Tax Distributions) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).

(d) The balance, if any, of Holdings LLC’s remaining assets shall be distributed pursuant to Section 4.2.

(e) The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 12.2 constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in Holdings LLC and all Holdings LLC property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to Holdings LLC, it has no claim against any other Unitholder for those funds. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2, then Profits and Losses for the Fiscal Year in which Holdings LLC is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Capital Account to be equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2.

Section 12.3 Securityholders Agreement. To the extent that units or other equity securities of any Subsidiary or any other Person are distributed to any Unitholders (whether or not pursuant to this Article XII), unless otherwise agreed to by the Board, such Unitholders hereby agree to enter into a securityholders agreement with such Subsidiary or other Person and each other Unitholder that contains restrictions on the Transfer of such equity securities and other provisions (including with respect to the governance and control of such Subsidiary or other Person) in form and substance similar to the provisions and restrictions set forth herein.

Section 12.4 Cancellation of Certificate. On completion of the distribution of Holdings LLC assets as provided herein, Holdings LLC shall be terminated (and Holdings LLC shall not be terminated prior to such time), and the Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate Holdings LLC. Holdings LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 12.4.

Section 12.5 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of Holdings LLC and the liquidation of its assets pursuant to Section 12.2 in order to minimize any losses otherwise attendant upon such winding up.

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Section 12.6 Return of Capital. The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Unitholders (it being understood that any such return shall be made solely from Holdings LLC assets).

Section 12.7 Hart-Scott-Rodino. In the event the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) is applicable to any Unitholder, the dissolution of Holdings LLC shall not be consummated until such time as the applicable waiting period (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Unitholder.

ARTICLE XIII

VALUATION

Section 13.1 Valuation of Holdings LLC/Subsidiary Securities. The “Fair Market Value” of any Equity Securities of Holdings LLC or any of its Subsidiaries (or their respective successors) shall mean the average of the closing prices of the sales of the securities on all securities exchanges on which the securities may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices with respect to the securities on all such exchanges at the end of such day, or, if on any day such securities are not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such securities are not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices with respect to the securities on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day. If the dissolution and liquidation (or deemed dissolution and liquidation) of Holdings LLC occurs in connection with a Public Offering, the Fair Market Value of each Equity Security of Holdings LLC or its Subsidiary shall equal the price at which such securities are initially offered to the public in connection with such Public Offering. If the dissolution and liquidation (or deemed dissolution and liquidation) of Holdings LLC or its Subsidiaries occurs in connection with a Sale of Holdings LLC or any of its Subsidiaries, the Fair Market Value of each applicable Equity Security shall equal the value implied by such transaction. If at any time the applicable Equity Securities are not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, and the dissolution and liquidation (or deemed dissolution and liquidation) of Holdings LLC does not occur in connection with a Public Offering, the Fair Market Value of each applicable Equity Security shall be determined pursuant to Section 13.2.

Section 13.2 Valuation of Other Assets and Securities. The “Fair Market Value” of all other non-cash assets or of any other securities issued by Holdings LLC shall mean the fair value for such assets or securities as between a willing buyer and a willing seller without any compulsion to buy or sell in an arm’s-length transaction for cash, free and clear of all liens and encumbrances, occurring on the date of valuation as determined by the Board, taking into account all relevant factors determinative of value and (in the case of any such other securities) giving effect to a hypothetical liquidation of Holdings LLC at the Holdings Total Equity Value but without regard to any time constraint or contractual restriction, minority, lack of liquidity or similar discount; provided that Fair Market Value for purposes of determining the Holdings Total Equity Value and

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for purposes of the definition of the “Investor Cash Inflows” in any Equity Agreement shall be determined jointly and in good faith by the Board and the Majority Summit Investors. If the Board and the Majority Summit Investors are unable to reach agreement within a reasonable period of time (not to exceed 30 days) or if the Fair Market Value is determined without reference to any objective third party valuation not older than 12 month (e.g., a recent third party valuation of the Summit Equity), then upon the request of an impacted Unitholder, such Fair Market Value shall be determined by an independent appraiser or firm experienced in valuing closely held businesses (but excluding any of the nationally-recognized accounting firms) jointly selected by the Board and such impacted Unitholder (or the majority of such impacted Unitholders), which appraiser shall submit to the Board and the impacted Unitholders a written report setting forth such determination. If the Board and the impacted Unitholders are unable to agree on an independent appraiser or firm within 15 days after such reasonable period of time (not to exceed 30 days), such appraiser or firm shall be selected by lot from an initial group of four such appraisers or firms that are experienced in valuations of the type contemplated hereby (but excluding any of the “Big Four” accounting firms), two of which shall be selected by the Board and two of which shall be selected by the impacted Unitholders. Each of the Board and the impacted Unitholders shall have the right to eliminate one appraiser or firm to be selected by the other prior to such selection by lot. The determination of such appraiser shall be final and binding upon the parties, and Holdings LLC shall pay the fees and expenses of such appraiser.

ARTICLE XIV

GENERAL PROVISIONS

Section 14.1 Power of Attorney. Each Unitholder (other than the Bertram Investors) hereby constitutes and appoints the Board and the liquidators, with full power of substitution, as his, her or its true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) this Agreement, all certificates and other instruments and all amendments thereof in accordance with the terms hereof that the Board deems appropriate or necessary to form, qualify or continue the qualification of Holdings LLC as a limited liability company in the State of Delaware and in all other jurisdictions in which Holdings LLC may conduct business or own property; (b) all instruments that the Board deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Board and/or the liquidators deems appropriate or necessary to reflect the dissolution and liquidation of Holdings LLC pursuant to the terms of this Agreement, including a certificate of cancellation; (d) all instruments relating to the admission, withdrawal or substitution of any Unitholder pursuant to Article X or Article XI; and (e) all instruments necessary or requested by the Board and/or the Majority Summit Investors in connection with an Approved Sale or pursuant to Section 9.4 or Section 9.10 or any exercise of the Repurchase Option pursuant to Section 9.13. The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Unitholder and the Transfer of all or any portion of his or its Units and shall extend to such Unitholder’s heirs, successors, assigns and personal representatives.

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Section 14.2 Amendments. Subject to and without limiting the right of the Board to amend this Agreement as expressly provided herein (including pursuant to Section 3.1(b)), this Agreement may be amended, modified or waived with the written consent of the Majority Summit Investors and any such amendment, modification or waiver shall be binding on all Members; provided that (A)(i) Section 3.1(c), Section 3.10, Section 3.11, Section 4.6, Section 5.1(d), 5.2(a)(1), Section 5.2(e), and Section 6.5(b) may not be amended, modified or waived, (ii) tag-along rights pursuant to Section 9.3 in connection with a Transfer of Summit Equity may not be amended, and (iii) the definitions of “Exempt Transfers”, “Permitted Transferees”, and “Affiliates” as in effect as of the date hereof may not be narrowed as it relates to the Other Investors, in each case without the prior written consent of the Majority Other Investors, (B) if the terms of any such amendment, modification or waiver requiring the consent of the Majority Summit Investors would adversely affect in any material respect the rights and obligations of any Member or group of Members (including any or all of the Other Investors) or any series, class or sub-class of Units or holders of any Units in an adverse manner materially different than the Member or Members, series, classes or sub-classes of Units held by the Unitholders approving such amendment, modification or waiver, then such amendment, modification or waiver also shall require the written consent of such Member or Members or the holders of a majority of the Units held by such Members or the holders of a majority of such series, class or sub-class of Units, in each case so adversely affected, it being understood that the determination of whether the terms of any amendment, modification or waiver would adversely affect in any material respect any series, class or sub-class of Units or holders of any manner in a manner different than the series, classes or sub-classes of Units approving such amendment, modification or waiver shall be made in relation to this Agreement as it existed at the time such Units were acquired and as this Agreement was subsequently amended, modified or waived with the required consent of the holders of a majority of such series, class or sub-class of Units or holders of Units so adversely affected (such that any expansion of rights or other improvement in terms for any such holder after the issuance of Units thereto may be taken away or reduced without consent of such holders pursuant to this proviso) or (C) if any such amendment, modification or waiver by the Majority Summit Investors is to a provision in this Agreement that requires a specific approval from any Person or group of Persons, then such amendment, modification or waiver also shall require the written consent of such Person or group of Persons. Notwithstanding the foregoing, the issuance of Equity Securities, debt securities, or other securities in compliance with (or not required to be issued in accordance with) Section 3.1(c) and the addition of any Unitholder in connection therewith, and any modification, amendment or waiver of this Agreement or the comparable organizational documents of any Subsidiary of Holdings LLC related or incidental thereto, or changes primarily related to changes in the number of Units held by the Unitholders, or calculations or determinations as to a Unitholder’s share of Distributions, economics, “pro rata share” and similar concepts shall not require the consent of any Unitholder (other than the Majority Summit Investors).

Section 14.3 Title to Holdings LLC Assets. Holdings LLC assets shall be deemed to be owned by Holdings LLC as an entity and no Unitholder, individually or collectively, shall have any ownership interest in such Holdings LLC assets or any portion thereof. Legal title to any or all Holdings LLC assets may be held in the name of Holdings LLC or one or more nominees, as the Board may determine.

Section 14.4 Remedies. Each Unitholder and Holdings LLC shall have all rights and remedies set forth in this Agreement and all rights and remedies that such Person has been granted at any time under any other agreement or contract and all of the rights that such Person has under any law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

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Section 14.5 Successors and Assigns. Except as otherwise provided herein, all covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, whether so expressed or not.

Section 14.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only in such jurisdiction and to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement in such jurisdiction or any provisions of this Agreement in any other jurisdiction.

Section 14.7 Counterparts; Binding Agreement; Delivery. This Agreement may be executed simultaneously in two or more separate counterparts (including by means of facsimile or electronic transmission in portable document format (pdf) or comparable electronic transmission), any one of which need not contain the signatures of more than one party, but each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto. This Agreement, the agreements referred to herein and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf) or comparable electronic transmission, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or pdf electronic transmission or comparable electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or pdf electronic transmission or comparable electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature. This Agreement and all of the provisions hereof shall be binding upon each Person who acquires any Units or any interest in Units and shall be for the benefit of each Person that is admitted as a Member and who (a) executes this Agreement in the appropriate space provided in the signature pages hereto notwithstanding the fact that other Persons who have not executed this Agreement may be listed on the signature pages hereto and (b) may from time to time become a party to this Agreement by executing a counterpart of or joinder to this Agreement.

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Section 14.8 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto intend that each covenant and agreement contained herein shall have independent significance. If any party has breached any covenant or agreement contained herein in any respect, the fact that there exists another covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) that such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first covenant or agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

Section 14.9 Applicable Law; Forum. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Subject to Section 14.18 and unless Holdings LLC otherwise consents in writing to the selection of an alternate forum, any dispute relating hereto (including (i) any action asserting a breach of a fiduciary duty owed by any Member, Manager, officer or employee of Holdings LLC to Holdings LLC or its Members and (ii) any action asserting a claim pursuant to any provision of the Delaware Act) shall be heard solely and exclusively in the state or federal courts of Delaware, and each party or holder of Units consents and agrees to jurisdiction and venue therein and not to contest jurisdiction or move for forum non conveniens or otherwise dispute the forum. Notwithstanding the foregoing, any Person may bring an action (i) to enforce a judgment or order from a state or federal court of Delaware in any court with jurisdiction over the Person against whom such judgment or order is being enforced and (ii) for specific performance or injunctive relief in any court with jurisdiction over the Person against whom such equitable relief is sought.

Section 14.10 Addresses and Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given only (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid) provided that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile or pdf attachment to email (provided that a confirmation copy is sent via reputable overnight courier service for delivery within two (2) business days thereafter) or (iv) five (5) business days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to a Unitholder at the addresses set forth on the Schedule

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of Unitholders for such Unitholder or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any notice to the Board or Holdings LLC shall be deemed given if received by the chairman of the Board at the principal office of Holdings LLC designated pursuant to Section 2.5. Without limiting the foregoing, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement may be given using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail), but no such notice, demand or other communication shall be deemed to have been duly given unless and until it actually is received by the Person for whom it is intended.

Section 14.11 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of Holdings LLC or any of its Affiliates in their capacities as creditors and no creditor who makes a loan to Holdings LLC or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by Holdings LLC in favor of such creditor) at any time, directly as a result of making the loan, any direct or indirect interest in Holdings LLC Profits, Losses, Distributions, capital or property other than as a Member, if applicable, or a secured creditor (to the extent provided in the applicable agreements and instruments).

Section 14.12 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 14.13 Further Action. The parties agree to execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 14.14 Offset. Whenever Holdings LLC is to pay any sum to any Unitholder or any Affiliate or related Person thereof, any bona fide, undisputed amounts that such Unitholder owes to Holdings LLC or any of its Subsidiaries under any promissory note or other debt instrument issued to Holdings LLC or any of its Subsidiaries or any other bona fide obligation owed to Holdings LLC or any of its Subsidiaries, whether pursuant to the Purchase Agreement or otherwise (which shall exclude, for the avoidance of doubt, any unliquidated obligations or obligations to the extent such Unitholder disputes the nature or amount thereof) may be deducted from that sum before payment.

Section 14.15 Majority Summit Investors Approval. Notwithstanding anything to the contrary contained herein other than in Section 9.4, the approval of the Majority Summit Investors need not be obtained with respect to any matter approved at any Board meeting or meeting of any committee thereof or pursuant to any written consent of the Board or any committee thereof, in each case with the affirmative vote of each Summit Manager thereon, unless, notwithstanding such approval by the Summit Managers, the Majority Summit Investors provide written notice to Holdings LLC that the approval of the Summit Managers does not constitute approval of the Majority Summit Investors hereunder.

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Section 14.16 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Section 14.17 Entire Agreement. This Agreement, those documents expressly referred to herein and other documents dated as of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 14.18 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 14.19 Survival. Sections 2.8, 4.8, 5.6, 6.1, 6.4, 6.6, 6.7, 7.4, 8.4 and 9.4 (with respect to an Approved Sale consummated prior to or substantially simultaneously with such termination) shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of Holdings LLC.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


SUMMIT INVESTORS

SUMMIT PARTNERS GROWTH EQUITY FUND X-A, L.P.

By: Its:		Summit Partners GE X, L.P. General Partner

By: Its:		Summit Partners GE X, LLC General Partner

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton Title: Authorized Signatory

SUMMIT PARTNERS GROWTH EQUITY FUND X-C, L.P.

By: Its:		Summit Partners GE X, L.P. General Partner

By: Its:		Summit Partners GE X, LLC General Partner

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton Title: Authorized Signatory

Signature Page to LLC Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


SUMMIT INVESTORS

SUMMIT INVESTORS X, LLC

By: Its:		Summit Investors Management, LLC Manager

By: Its:		Summit Master Company, LLC Managing Member

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton Title: Authorized Signatory

SUMMIT INVESTORS X (UK), L.P.

By: Its:		Summit Investors Management, LLC General Partner

By: Its:		Summit Master Company, LLC Managing Member

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton Title: Authorized Signatory

Signature Page to LLC Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS Jan Brothers Holdings, Inc., a Texas corporation

By:		/s/ Spencer Jan
Name: Spencer Jan Title: President

Signature Page to Limited Liability Company Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS

Joe Leon LLC, a Delaware limited liability company

By:		/s/ Joseph Gonzales
Name: Joseph Gonzales Title: Member

Signature Page to Limited Liability Company Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS

Eric Jan Holdings LLC, a Colorado limited liability company

By:		/s/ Eric Jan
Name: Eric Jan Title: Member

Signature Page to Limited Liability Company Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS

Mickle Holdings LLC, a Delaware limited liability company

By:		/s/ Clinton Mickle
Name: Clinton Mickle
Title: Member

Signature Page to Limited Liability Company Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS

SS MANAGEMENT AGGREGATOR, LLC

By:		/s/ John Merris
Name: John Merris, Chief Executive Officer

Signature Page to Limited Liability Company Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS

SS ACQUISITIONS, LLC

By: SP SS Blocker Purchaser, LLC Its: Sole Member By: SP SS Blocker Parent, LLC Its: Sole Member

By:		/s/ Matthew Hamilton
Name: Matthew Hamilton Title: Manager

Signature Page to LLC Agreement - Solo Stove Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first written above.


OTHER INVESTORS

Shift4 Holdings LLC, a Delaware limited liability company

By:		/s/ John Merris
Name: John Merris
Title: Member

Signature Page to Limited Liability Company Agreement - Solo Stove Holdings, LLC

SCHEDULE OF UNITHOLDERS

[On file with Holdings LLC]

Exhibit 10.4

SOLO STOVE HOLDINGS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [ 🌑 ], 2021

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS


		Page

ARTICLE I. DEFINITIONS			2

ARTICLE II. ORGANIZATIONAL MATTERS			15

Section 2.01	Formation of Company		15
Section 2.02	Amended and Restated Limited Liability Company Agreement		15
Section 2.03	Name		15
Section 2.04	Purpose; Powers		15
Section 2.05	Principal Office; Registered Office		15
Section 2.06	Term		15
Section 2.07	No State-Law Partnership		16

ARTICLE III. MEMBERS; UNITS; CAPITALIZATION			16

Section 3.01	Members		16
Section 3.02	Units		17
Section 3.03	Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units		17
Section 3.04	Authorization and Issuance of Additional Units		18
Section 3.05	Repurchase or Redemption of Shares of Class A Common Stock		19
Section 3.06	Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units		20
Section 3.07	Negative Capital Accounts		20
Section 3.08	No Withdrawal		20
Section 3.09	Loans From Members		21
Section 3.10	Equity Plans		21
Section 3.11	Dividend Reinvestment Plan, Cash Option Purchase Plan, Equity Plan or Other Plan		21

ARTICLE IV. DISTRIBUTIONS			21

Section 4.01	Distributions		21

ARTICLE V. CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS			24

Section 5.01	Capital Accounts		24
Section 5.02	Allocations		25
Section 5.03	Regulatory Allocations		25
Section 5.04	Allocations in General		26
Section 5.05	Tax Allocations		27
Section 5.06	Indemnification and Reimbursement for Payments on Behalf of a Member		28


ARTICLE VI. MANAGEMENT		28

Section 6.01	Authority of Manager	28
Section 6.02	Actions of the Manager	29
Section 6.03	Resignation; No Removal	29
Section 6.04	Vacancies	29
Section 6.05	Transactions Between the Company and the Manager	29
Section 6.06	Reimbursement for Expenses	30
Section 6.07	Delegation of Authority	30
Section 6.08	Limitation of Liability of Manager	31
Section 6.09	Investment Company Act	32

ARTICLE VII. RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER		34

Section 7.01	Limitation of Liability and Duties of Members and Manager	34
Section 7.02	Lack of Authority	35
Section 7.03	No Right of Partition	35
Section 7.04	Indemnification	35
Section 7.05	Inspection Rights	36

ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS		37

Section 8.01	Records and Accounting	37
Section 8.02	Fiscal Year	37

ARTICLE IX. TAX MATTERS		37

Section 9.01	Preparation of Tax Returns	37
Section 9.02	Tax Elections	37
Section 9.03	Tax Controversies	38

ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS; CERTAIN TRANSACTIONS		39

Section 10.01	Transfers by Members	39
Section 10.02	Permitted Transfers	39
Section 10.03	Restricted Units Legend	40
Section 10.04	Transfer	41
Section 10.05	Assignee’s Rights	41
Section 10.06	Assignor’s Rights and Obligations	42
Section 10.07	Overriding Provisions	42
Section 10.08	Spousal Consent	43
Section 10.09	Certain Transactions with respect to the Corporation	43



ARTICLE XI. REDEMPTION AND DIRECT EXCHANGE RIGHTS		45

Section 11.01	Redemption Right of a Member	45
Section 11.02	Election and Contribution of the Corporation	48
Section 11.03	Direct Exchange Right of the Corporation	49
Section 11.04	Reservation of Shares of Class A Common Stock; Listing; Certificate of the Corporation	50
Section 11.05	Effect of Exercise of Redemption or Direct Exchange	50
Section 11.06	Tax Treatment	51

ARTICLE XII. ADMISSION OF MEMBERS		51

Section 12.01	Substituted Members	51
Section 12.02	Additional Members	52

ARTICLE XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS		52

Section 13.01	Withdrawal and Resignation of Members	52

ARTICLE XIV. DISSOLUTION AND LIQUIDATION		52

Section 14.01	Dissolution	52
Section 14.02	Winding Up	53
Section 14.03	Deferment; Distribution in Kind	53
Section 14.04	Cancellation of Certificate	54
Section 14.05	Reasonable Time for Winding Up	54
Section 14.06	Return of Capital	54

ARTICLE XV. GENERAL PROVISIONS		54

Section 15.01	Power of Attorney	54
Section 15.02	Confidentiality	55
Section 15.03	Amendments	56
Section 15.04	Title to Company Assets	57
Section 15.05	Addresses and Notices	57
Section 15.06	Binding Effect; Intended Beneficiaries	58
Section 15.07	Creditors	58
Section 15.08	Waiver	58
Section 15.09	Counterparts	58
Section 15.10	Applicable Law	58
Section 15.11	Severability	59
Section 15.12	Further Action	59
Section 15.13	Execution and Delivery by Electronic Signature and Electronic Transmission	59
Section 15.14	Right of Offset	59
Section 15.15	Entire Agreement	60
Section 15.16	Remedies	60
Section 15.17	Descriptive Headings; Interpretation	60

iii

Schedules


Schedule 1	–	Schedule of Pre-IPO Members
Schedule 2	–	Schedule of Members

Exhibits


Exhibit A	–	Form of Joinder Agreement
Exhibit B-1	–	Form of Agreement and Consent of Spouse
Exhibit B-2	–	Form of Spouse’s Confirmation of Separate Property
Exhibit C	–	Policy Regarding Certain Equity Issuances

SOLO STOVE HOLDINGS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Solo Stove Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [ 🌑 ], 2021 (the “Effective Date”), is entered into by and among the Company, Solo Brands, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

RECITALS

WHEREAS, unless the context otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I;

WHEREAS, the Company was formed as a limited liability company with the name “Solo Stove Holdings, LLC”, pursuant to and in accordance with the Delaware Act by the filing of the Certificate with the Secretary of State of the State of Delaware pursuant to Section 18-201 of the Delaware Act on October 6, 2020;

WHEREAS, prior to the IPO (as defined below), the Company was governed by that certain Limited Liability Company Agreement of the Company, dated as of October 9, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all schedules, exhibits and annexes thereto, the “Prior LLC Agreement”), which the parties listed on Schedule 1 hereto executed or were otherwise party to (including pursuant to consents and joinders thereto) in their capacity as members (collectively, the “Pre-IPO Members”);

WHEREAS, in connection with the IPO, the Company was a party to a series of reorganization transactions with the Corporation and various other parties pursuant to which, among other matters, the Company became a Subsidiary of the Corporation, designated as the Corporation as the Manager of the Company and the Corporation was admitted as a Member of the Company and received Original Units, and the Company was continued without dissolution;

WHEREAS, in connection with the IPO, the Company, the Corporation and the Pre-IPO Members desire to convert all of the Original Units (as defined below) into Common Units (as defined below) (the “Recapitalization”) as provided herein;

WHEREAS, immediately following the Recapitalization, a Subsidiary of the Corporation merged with and into the parent of a Pre-IPO Member, with such parent of the Pre-IPO Member surviving, with the consideration received in such merger being Class A Common Stock of the Corporation (with such surviving entity then being merged with and into another Subsidiary of the Corporation, with such Subsidiary of the Corporation surviving);

WHEREAS, the Corporation shall sell shares of Class A Common Stock of the Corporation to public investors in the IPO and the Corporation shall use the net proceeds received by the Corporation from the IPO (the “IPO Net Proceeds”) to purchase newly issued Common Units from the Company pursuant to the IPO Common Unit Subscription Agreement;

WHEREAS, the Corporation may issue additional shares of Class A Common Stock in connection with the IPO as a result of the exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”) and, if the Over-Allotment Option is exercised in whole or in part, any additional net proceeds received by the Corporation (the “Over-Allotment Option Net Proceeds”) shall be used by the Corporation to purchase additional newly issued Common Units from the Company and from certain pre-IPO Members pursuant to the IPO Common Unit Subscription Agreement; and

WHEREAS, in connection with the foregoing matters, the Company and the Pre-IPO Members desire to continue the Company without dissolution and amend and restate the Prior LLC Agreement in its entirety as of the Effective Date to, among other things, (a) effect the Recapitalization, (b) confirm the admission of the Corporation as a Member (which was effected in accordance with the foregoing recitals) and its designation as sole Manager of the Company and (c) set forth the other rights and obligations of the Members, the Company and the Manager, in each case, as provided and agreed upon in the terms of this Agreement as of the Effective Date, at which time the Prior LLC Agreement shall be superseded entirely by this Agreement and shall be of no further force or effect.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Prior LLC Agreement is hereby amended and restated in its entirety, and the Company, the Corporation and the other Members, each intending to be legally bound, each hereby agrees, as follows:

ARTICLE I.

DEFINITIONS

The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary.

“Additional Member” has the meaning set forth in Section 12.02.

“Adjusted Capital Account Deficit” means, with respect to the Capital Account of any Member as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Member’s Capital Account balance shall be:

(a)

reduced for any items described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5), and (6); and

(b)

increased for any amount such Member is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Admission Date” has the meaning set forth in Section 10.06.

“Affiliate” (and, with a correlative meaning, “Affiliated”) of any particular Person means (i) any other Person controlling, controlled by or under common control or common investment management with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, and such “control” shall be conclusively presumed if any Person owns 50% or more of the voting capital stock or other equity securities, directly or indirectly, of any other Person, (ii) if such Person is a partnership (including limited partnership) or limited liability company, any partner or member thereof and (iii) without limiting the foregoing and with respect only to the Summit Investors and the Bertram Investors, any investment fund controlled by, as applicable, Summit Partners, L.P. or of which Summit Partners, L.P. serves as investment adviser or any other Person controlled by a majority-in-interest of its direct and indirect partners and members, or Bertram Capital Management, LLC or of which Bertram Capital Management serves as investment adviser or any other Person controlled by a majority-in-interest of its direct and indirect partners and members. For the avoidance of doubt, with respect to each Member other than the Corporation that is a natural person, (a) a trust, family limited partnership or similar estate planning vehicle, under which the distribution of Units may be made only to beneficiaries who are such Member, his or her spouse, lineal descendants (whether natural or adopted), siblings, parents, or spouse’s parents; (b) a charitable remainder trust, the income of which shall be paid to such Member during his or her life, or (c) such Member’s spouse, lineal descendants (whether natural or adopted), siblings, parents or spouse’s parents, shall be an Affiliate for purposes hereof; provided, that “Affiliate” as used in Article X of this Agreement shall not include the foregoing clause (c).

“Agreement” has the meaning set forth in the Preamble.

“Assignee” means a Person to whom a Unit has been transferred but who has not become a Member pursuant to Article XII.

“Assumed Tax Liability” means, with respect to any Member, an amount equal to the excess of (a) the product of (i) the Distribution Tax Rate multiplied by (ii) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member for full or partial Fiscal Years commencing on or after the Effective Date, minus prior losses of the Company allocated to such Member for full or partial Fiscal Years commencing on or after the Effective Date, to the extent such prior losses are available to reduce such income and have not previously been taken into account in the calculation of Assumed Tax Liability for any prior period commencing on or after the Effective Date, in each case, as reasonably determined by the Manager over (b) the cumulative amount of Tax Distributions previously made to such Member after the Effective Date pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii); provided that such Assumed Tax Liability (x) shall, in the case of the Corporation, in no event be less than an amount that shall enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year, (y) shall assume that such Member earned solely the items of income, gain, deduction, loss and/or credit allocated to such Member by the Company and (z) shall not take into account any items of income, gain, loss, deduction or credit earned by the Company prior to the Effective Date.

“Base Rate” means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Black-Out Period” means any “black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Redeeming Member is subject (or shall be subject at such time as it owns Class A Common Stock), which period restricts the ability of such Redeeming Member to immediately resell shares of Class A Common Stock to be delivered to such Redeeming Member in connection with a Share Settlement.

“Bertram Investors” shall mean [______] and their respective partners, members or Affiliates.

“Book Value” means, with respect to any property of the Company, the Company’s adjusted basis for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted (in the case of permitted adjustments, to the extent determined by the Manager by Treasury Regulation Section 1.704-1(b)(2)(iv)(d) through (g).

“Business” means the Company’s and its Subsidiaries’ business on the date hereof, including the business of manufacturing, marketing, selling, and distributing fire pits, stoves, grills, outdoor cooking products, patio furniture, or other similar products along with accessories for the foregoing, and such additional businesses as the Company and its Subsidiaries engage in at any time after the date hereof.

“Business Day” means any day other than a Saturday, Sunday or day on which banks located in New York City, New York are authorized or required by Law to close.

“Capital Account” means the capital account maintained for a Member in accordance with Section 5.01.

“Capital Contribution” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member (or such Member’s predecessor) contributes (or is deemed to contribute) to the Company pursuant to Article III hereof.

“Cash Settlement” means immediately available funds denominated in U.S. dollars in an amount equal to the Redeemed Units Equivalent; provided that such funds are, (a) in the case of a Redemption occurring in connection with the closing of the IPO, funds that are received from the IPO and, (b) in any other case, funds that are received from a Qualifying Offering.

“Certificate” means the Company’s Certificate of Formation as filed with the Secretary of State of the State of Delaware, as amended or amended and restated from time to time.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, preferred stock or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote;

(b) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of the Company);

(c) there is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent, or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(d) the Corporation ceases to be the Manager and sole managing member of the Company.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial holders of the Class A Common Stock, Class B Common Stock, preferred stock or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

“Change of Control Date” has the meaning set forth in Section 10.09(a).

“Change of Control Transaction” means any transactions that constitutes Change of Control that was approved by the Corporate Board prior to such Change of Control.

“Class A Common Stock” means the shares of Class A common stock, par value $[0.001] per share, of the Corporation.

“Class B Common Stock” means the shares of Class B common stock, par value $[0.001] per share, of the Corporation.

“Code” means the United States Internal Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific section of the Code shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

“Common Unit” means a Unit designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units in this Agreement.

“Common Unit Redemption Price” means, with respect to any Redemption, the arithmetic average of the volume weighted average prices for a share of Class A Common Stock (or any class of stock into which it has been converted) on the Stock Exchange, or any other exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor, for each of the five (5) consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the applicable Redemption Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock. If the Class A Common Stock no longer trades on the Stock Exchange or any other securities exchange or automated or electronic quotation system as of any particular Redemption Date, then the Manager (acting through a Disinterested Majority) shall determine the Common Unit Redemption Price in good faith.

“Common Unitholder” means a Member who is the registered holder of Common Units.

“Company” has the meaning set forth in the preamble to this Agreement.

“Confidential Information” has the meaning set forth in Section 15.02(a).

“Corporate Board” means the board of directors of the Corporation.

“Corporation” has the meaning set forth in the recitals to this Agreement, together with its successors and assigns.

“Corresponding Rights” means any rights issued with respect to a share of Class A Common Stock or Class B Common Stock pursuant to a “poison pill” or similar stockholder rights plan approved by the Corporate Board.

“Credit Agreements” means any credit agreement, promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or any of its Subsidiaries is or becomes a borrower, as such instruments or agreements may be amended, restated, amended and restated, supplemented or otherwise modified from time to time and including any one or more refinancing or replacements thereof, in whole or in part, with any other such agreement.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as it may be amended from time to time, and any successor thereto.

“Direct Exchange” has the meaning set forth in Section 11.03(a).

“Discount” has the meaning set forth in Section 6.06.

“Disinterested Majority” means a majority of the directors of the Corporate Board who are disinterested, as determined by the Corporate Board in accordance with the General Corporation Law of the State of Delaware (as it may be amended from time to time), with respect to the matter being considered by the Corporate Board; provided, that to the extent a matter being considered by the Corporate Board is required to be considered by disinterested directors under the rules of the Stock Exchange or, if the Class A Common Stock is not listed or admitted to trading on the Stock Exchange, the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading, the Securities Act or the Exchange Act, such rules with respect to the definition of disinterested director shall apply solely with respect to such matter.

“Distributable Cash” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution pursuant to Section 4.01(a), the amount of cash that could be distributed by the Company for such purposes in accordance with the Credit Agreements (and without otherwise violating any applicable provisions of any of the Credit Agreements) and applicable Law.

“Distribution” (and, with a correlative meaning, “Distribute”) means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization or any exchange of securities of the Company, in each case, that does not result in the distribution of cash or property (other than securities of the Company) to Members and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, (b) any other payment made by the Company to a Member that is not properly treated as a “distribution” for purposes of Sections 731, 732, or 733 or other applicable provisions of the Code, (c) any repurchase, redemption or exchange of Units in accordance with this Agreement or (d) any reimbursement of expenses, including pursuant to Section 6.06.

“Distribution Tax Rate” means a rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate for the applicable Fiscal Year applicable to corporate or individual taxpayers (whichever is higher) that may potentially apply to any Member (or such Member’s direct or indirect equityholders) for such Fiscal Year, taking into account the character of the relevant items of income or gain (e.g., ordinary or capital) and the deductibility of state and local income taxes for federal income tax purposes (but only to the extent such taxes are deductible under the Code), as reasonably determined by the Manager.

“Effective Date” has the meaning set forth in the Preamble.

“Election Notice” has the meaning set forth in Section 11.01(b).

“Equity Plan” means any stock or equity purchase plan, restricted stock, option, unit, stock unit, restricted stock unit, dividend equivalent, appreciation right, phantom equity or other incentive equity or equity-based compensation plan or program, in each case, now or hereafter adopted by the Company or the Corporation, including, without limitation, the Corporation’s 2021 Incentive Award Plan.

“Equity Securities” means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers or duties senior to existing classes and groups of Units and other equity interests in the Company or any Subsidiary of the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or any Subsidiary of the Company.

“Estate Planning Vehicle” means, with respect to any Person that is a natural person, (a) a trust which is at all times controlled by such Person under which a distribution of such trust’s Units may be made only to beneficiaries who are such Person, his or her spouse, his or her parents or his or her lineal descendants, (b) a charitable remainder trust which is at all times controlled by such Person, the income from which will be paid to such Person during his or her life, (c) a corporation, the sole assets of which are Equity Securities in the Company, and at all times the majority and controlling shareholder of which is only such Person and the remaining shareholders of which are either such Person or his or her spouse, his or her parents or his or her lineal descendants and (d) a partnership or limited liability company, the sole assets of which are Equity Securities in the Company, and at all times the general partner or managing or majority member of which is only such Person, and the remaining partners or members of which are either such Person or his or her spouse, his or her parents or his or her lineal descendants.

“Event of Withdrawal” means any event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include an event that (a) terminates the existence of a Member for income tax purposes (including, without limitation, (i) a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, (ii) a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or (iii) merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member) but that (b) does not terminate the existence of such Member under applicable state law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

“Exchange Election Notice” has the meaning set forth in Section 11.03(b).

“Executive” means any Person rendering services to the Company or any of its Subsidiaries as an officer, director, manager, employee or independent contractor; provided that no Summit Investor that is (or is directly or indirectly owned, managed or controlled by) an institutional investor shall be an “Executive” hereunder; provided further that none of Jan Brothers Holdings, Inc., Jeff Jan or Spencer Jan shall be an “Executive” hereunder.

“Executive Member” means any Member who is or was an Executive or any Member which has any direct or indirect stockholders, partners, trust grantors, beneficiaries, members or other owners who are or were Executives or Permitted Transferees of Executives.

“Fair Market Value” of a specific asset of the Company shall mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the Liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.

“Family Group” means, as to any particular natural person, (i) such person’s spouse and descendants (whether natural or adopted), (ii) any trust solely for the benefit of such person or such person’s spouse or descendants or other trusts solely for the benefit of the foregoing and (iii) any partnerships, corporations or limited liability companies where the only partners, shareholders or members are such person or such person’s spouse, descendants or trusts referred to in clause (ii) of this definition.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the Manager and which is permitted or required by Section 706 of the Code.

“Fiscal Year” means the Company’s annual accounting period established pursuant to Section 8.02.

“Governmental Entity” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province, district, territory or other political subdivision of an entity described in clause (a) or (b) of this definition, including, but not limited to, any county, municipal or other local subdivision of the foregoing, or (d) any agency, arbitrator or arbitral body, authority, board, body, bureau, commission, court, department, entity, instrumentality, organization or tribunal exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of an entity described in clause (a), (b) or (c) of this definition.

“Indemnified Person” has the meaning set forth in Section 7.04(a).

“Internal Revenue Service” means the U.S. Internal Revenue Service.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended from time to time, and any applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.

“Investor Affiliated Person” means, with respect to any Summit Investor or Bertram Investor, any current or former officer, employee, manager, director, (direct or indirect) member, (direct or indirect) partner or co-investor of any of the Summit Investors or any current or former officer, employee, manager, director, (direct or indirect) member, (direct or indirect) partner or coinvestor of any affiliated investment fund, management entity or investment vehicle of, as applicable, any Summit Investor (including, for the avoidance of doubt, the admittance of new limited partners or transfers among limited partners of any investment fund or management entity affiliated with Summit Partners, L.P.) or any Bertram Investor (including, for the avoidance of doubt, the admittance of new limited partners or transfers among limited partners of any investment fund or management entity affiliated with Bertram Capital Management, LLC), or any Affiliate or member of the Family Group of any of the foregoing.

“IPO” means the initial underwritten public offering of shares of the Corporation’s Class A Common Stock.

“IPO Common Unit Subscription” has the meaning set forth in Section 3.03(b).

“IPO Common Unit Subscription Agreement” means that certain Common Unit Subscription Agreement, dated as of the Effective Date, by and between the Corporation and the Company.

“IPO Net Proceeds” has the meaning set forth in the Recitals.

“Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“Law” means all laws, statutes, ordinances, rules and regulations of any Governmental Entity.

“Liquidator” has the meaning set forth in Section 14.02.

“Losses” means items of loss or deduction of the Company determined according to Section 5.01(b).

“Management Aggregator” means SS Management Aggregator, LLC, a Delaware limited liability company.

“Management Aggregator LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Management Aggregator, dated as of the date hereof, as amended, restated, supplemented or modified from time to time.

“Management Aggregator Member” means a member of Management Aggregator.

“Manager” has the meaning set forth in Section 6.01.

“Member” means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XII, but in each case, only so long as such Person is shown on the Company’s books and records as the owner of one or more Units, each in its capacity as a member of the Company. The Members shall constitute a single class or group of members for purposes of the Delaware Act.

“Minimum Gain” means “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(d).

“Net Loss” means, with respect to a Fiscal Year, the excess if any, of Losses for such Fiscal Year over Profits for such Fiscal Year (excluding Profits and Losses specially allocated pursuant to Section 5.03 and Section 5.04).

“Net Profit” means, with respect to a Fiscal Year, the excess if any, of Profits for such Fiscal Year over Losses for such Fiscal Year (excluding Profits and Losses specially allocated pursuant to Section 5.03 and Section 5.04).

“Officer” has the meaning set forth in Section 6.01(b).

“Original Unitholder Representative” means Summit Partners Growth Equity Fund X-A, L.P.; provided that the Original Unitholder Representative shall mean the Manager upon a Stockholders Agreement Termination Event (as defined in the Stockholders Agreement).

“Original Units” means the “Class A Units”, the “Class B Units” and the “Incentive Units” (each as defined in the Prior LLC Agreement) of the Company.

“Other Agreements” has the meaning set forth in Section 10.04.

“Over-Allotment Contribution” has the meaning set forth in Section 3.03(b).

“Over-Allotment Option” has the meaning set forth in the Recitals.

“Over-Allotment Option Net Proceeds” has the meaning set forth in the Recitals.

“Partnership Representative” has the meaning set forth in Section 9.03.

“Percentage Interest” means, as among an individual class of Units and with respect to a Member at a particular time, such Member’s percentage interest in the Company determined by dividing the number of such Member’s Units of such class by the total number of Units of all Members of such class at such time. The Percentage Interest of each Member shall be calculated to the fourth decimal place.

“Permitted Transfer” has the meaning set forth in Section 10.02.

“Permitted Transferee” has the meaning set forth in Section 10.02.

“Person” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.

“Pre-IPO Members” has the meaning set forth in the recitals to this Agreement.

“Prior LLC Agreement” has the meaning set forth in the Recitals.

“Pro rata,” “pro rata portion,” “according to their interests,” “ratably,” “proportionately,” “proportional,” “in proportion to,” “based on the number of Units held,” “based upon the percentage of Units held,” “based upon the number of Units outstanding,” and other terms with similar meanings, when used in the context of a number of Units of the Company relative to other Units, means as amongst an individual class of Units, pro rata based upon the number of such Units within such class of Units.

“Profits” means items of income and gain of the Company determined according to Section 5.01(b).

“Pubco Offer” has the meaning set forth in Section 10.09(b).

“Qualifying Offering” means a private or public offering of shares of Class A Common Stock by the Corporation following the IPO.

“Quarterly Tax Distribution” has the meaning set forth in Section 4.01(b)(i).

“Recapitalization” has the meaning set forth in the Recitals.

“Redeemed Units” has the meaning set forth in Section 11.01(a).

“Redeemed Units Equivalent” means the product of (a) the applicable number of Redeemed Units, multiplied by (b) the Common Unit Redemption Price.

“Redeeming Member” has the meaning set forth in Section 11.01(a).

“Redemption” has the meaning set forth in Section 11.01(a).

“Redemption Date” has the meaning set forth in Section 11.01(a).

“Redemption Notice” has the meaning set forth in Section 11.01(a).

“Redemption Right” has the meaning set forth in Section 11.01(a).

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of October 9, 2020, by and among the Company, certain of the Members and certain other Persons whose signatures are affixed thereto (together with any joinder thereto from time to time by any successor or assign to any party to such agreement) (as it may be amended from time to time in accordance with its terms).

“Regulatory Allocations” has the meaning set forth in Section 5.03(f).

“Retraction Notice” has the meaning set forth in Section 11.01(c).

“Revised Partnership Audit Provisions” means Section 1101 of Title XI (Revenue Provisions Related to Tax Compliance) of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74. Unless the context requires otherwise, any reference herein to a specific section of the Revised Partnership Audit Provisions shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

“Schedule of Members” has the meaning set forth in Section 3.01(b).

“SEC” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future Law.

“Share Settlement” means a number of shares of Class A Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units.

“Stock Exchange” means the New York Stock Exchange.

“Stockholder Entity” means any Stockholder that is a corporation, limited liability company, partnership or other entity (other than any Summit Investor or Bertram Investor).

“Stockholder Entity Holders” means, collectively, each of the holders of Stockholder Entity Securities.

“Stockholder Entity Securities” means any outstanding equity securities or rights to acquire equity securities of any kind or outstanding indebtedness of any Stockholder Entity.

“Stockholders Agreement” means that certain stockholders agreement, dated as of the Effective Date, by and among the Corporation and the other Persons party thereto (as it may be amended from time to time in accordance with its terms).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the voting interests thereof are at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company. For the avoidance of doubt, “Subsidiaries” of the Company shall include any and all of the Company’s direct and indirect, greater than fifty percent (50%) owned joint ventures.

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 12.01.

“Summit Investors” means, collectively, Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-C, L.P., Summit Investors X, LLC and Summit Investors X (UK), L.P., any of their respective partners, members or Affiliates.

“Tax Distributions” has the meaning set forth in Section 4.01(b)(i).

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated as of the Effective Date, by and among the Corporation and the Company, on the one hand, and the [TRA Holders (as such term is defined in the Tax Receivable Agreement)] party thereto, on the other hand (together with any joinder thereto from time to time by any successor or assign to any party to such agreement) (as it may be amended from time to time in accordance with its terms).¹

“Taxable Year” means the Company’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02.

“Trading Day” means a day on which the Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” (and, with a correlative meaning, “Transferring”) means any sale, transfer, assignment, redemption, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities or (b) any equity or other interest (legal or beneficial) in any Member if substantially all of the assets of such Member consist solely of Units.

“Treasury Regulations” means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Underwriting Agreement” means the Underwriting Agreement, dated as of [ 🌑 ], 2021, by and among the Company, the Corporation, [the selling stockholders named therein] and BofA Securities, Inc., J.P. Morgan Securities LLC and Jefferies LLC.

“Unit” means the fractional interest of a Member in Profits, Losses and Distributions of the Company, and otherwise having the rights and obligations specified with respect to “Units” in this Agreement; provided, however, that any class or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement applicable to such class or group of Units.

“Unvested Corporate Shares” means shares of Class A Common Stock issuable pursuant to awards granted under an Equity Plan that are not Vested Corporate Shares.

“Vested Corporate Shares” means the shares of Class A Common Stock issued pursuant to awards granted under an Equity Plan that are vested pursuant to the terms thereof or any award or similar agreement relating thereto.

¹	NTD: Subject to continuing review.

ARTICLE II.

ORGANIZATIONAL MATTERS

Section 2.01 Formation of Company. The Company was formed on October 6, 2020 pursuant to the provisions of the Delaware Act. The filing of the Certificate with the Secretary of State of the State of Delaware is hereby ratified and confirmed in all respects.

Section 2.02 Amended and Restated Limited Liability Company Agreement. This Agreement amends, restates and supersedes the Prior LLC Agreement in its entirety and otherwise establishes the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company shall be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement. Neither any Member nor the Manager nor any other Person shall have appraisal rights with respect to any Units.

Section 2.03 Name. The name of the Company is “Solo Stove Holdings, LLC”. The Manager in its sole discretion may change the name of the Company at any time and from time to time. Notification of any such change shall be given to all of the Members. The Company’s business may be conducted under its name or any other name or names deemed advisable by the Manager.

Section 2.04 Purpose; Powers. The primary business and purpose of the Company shall be to engage in such activities as are permitted under the Delaware Act and determined from time to time by the Manager in accordance with the terms and conditions of this Agreement. The Company shall have the power and authority to take (directly or indirectly through its Subsidiaries) any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to accomplish the foregoing purpose.

Section 2.05 Principal Office; Registered Office. The principal office of the Company shall be located at such place or places as the Manager may from time to time designate, each of which may be within or outside the State of Delaware. The address of the registered office of the Company in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by the Delaware Act, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be the registered agent named in the Certificate or such Person or Persons as the Manager may designate from time to time in the manner provided by the Delaware Act.

Section 2.06 Term. The term of the Company commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in perpetuity unless dissolved in accordance with the provisions of Article XIV.

Section 2.07 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III.

MEMBERS; UNITS; CAPITALIZATION

Section 3.01 Members.

(a) (i) In connection with the reorganization transactions (as described in the Recitals), the Corporation acquired Original Units (which were recapitalized into Common Units pursuant to the Recapitalization in accordance with Section 3.03) and was admitted as a member of the Company and hereby continues as a Member and (ii) the Corporation shall acquire, directly or indirectly, additional Common Units pursuant to certain of the reorganization transactions (as described in the Recitals) from certain pre-IPO the IPO Common Unit Subscription Agreement.

(b) The Company shall maintain on its books and records a schedule setting forth: (i) the name, address and email address of each Member and (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member (such schedule, the “Schedule of Members”). The Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization and the reorganization transactions (as described in the Recitals), including those that occur immediately following the Recapitalization, is set forth as Schedule 2 to this Agreement. The Company shall also maintain in its books and records (which may be updated from time to time without the consent of any Member) a record of (1) the Capital Account of each Member on the Effective Date, (2) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units and (3) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject). The Schedule of Members may be updated by the Manager without the consent of any Member in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered in its books and records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided under the Delaware Act or other applicable law.

(c) No Member shall be required or, except as approved by the Manager pursuant to Section 6.01 and in accordance with the other provisions of this Agreement, permitted to (i) loan any money or property to the Company, (ii) borrow any money or property from the Company or (iii) make any additional Capital Contributions.

Section 3.02 Units.

(a) The limited liability company interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units shall be comprised of a single class of Common Units.

(b) Subject to Section 3.04, the Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more classes or series of Equity Securities to the extent such new class or series of Equity Securities is substantially economically equivalent to a class of capital stock of the Corporation.

(c) Subject to Section 15.03(b) and Section 15.03(c), the Manager may amend this Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units pursuant to Section 3.02(b), Section 3.04(a) or Section 3.10, as applicable.

Section 3.03 Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units.

(a) In order to effect the Recapitalization, the number of Original Units that were issued and outstanding and held by the Pre-IPO Members (including the Corporation) prior to the Effective Date as set forth opposite the respective Pre-IPO Member’s name in Schedule 1 are hereby converted, as of the Effective Date, and after giving effect to such conversion and the other transactions related to the Recapitalization, into the number of Common Units set forth opposite the name of the respective Member on the Schedule of Members attached hereto as Schedule 2 (provided, for the avoidance of doubt, that the number of Common Units set forth on Schedule 2 includes the Common Units issued to the Corporation on the Effective Date pursuant to the IPO Common Unit Subscription Agreement), and such Common Units are hereby issued and outstanding as of the Effective Date and the holders of such Common Units hereby continue as members of the Company (and, for the avoidance of doubt, are Members hereunder) and the Company is hereby continued without dissolution.

(b) Immediately following the Recapitalization, the Company shall issue to the Corporation, and the Corporation shall acquire [ 🌑 ] newly issued Common Units in exchange for the IPO Net Proceeds received by the Corporation, which shall payable to the Company upon consummation of the IPO pursuant to the IPO Common Unit Subscription Agreement (the “IPO Common Unit Subscription”). In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation shall contribute (on or after the Effective Date) the Over-Allotment Option Net Proceeds received by the Corporation, which shall be payable to the Company in exchange for newly issued Common Units pursuant to the IPO Common Unit Subscription Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members (the “Over-Allotment Contribution”). The number of Common Units issued in the Over-Allotment

Contribution, in the aggregate, shall be equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time. The parties hereto acknowledge and agree that the transaction described in this Section 3.03(b) shall result in a “revaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.

Section 3.04 Authorization and Issuance of Additional Units.

(a) Except as otherwise determined by the Manager (subject to the approval of the Original Unitholder Representative), the Company and the Corporation shall, notwithstanding any other provision of this Agreement, undertake all actions, including, without limitation, an issuance, reclassification, distribution, division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units and the Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (i) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly through its Subsidiaries, and the number of outstanding shares of Class A Common Stock and (ii) a one-to-one ratio between the number of Common Units owned by Members (other than those owned by the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock owned by such Members, in each case, disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock, (C) shares of Class B Common Stock that are surrendered to the Corporation for cancellation by a Member or (D) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company).

(b) Except as otherwise determined by the Manager (subject to the approval of the Original Unitholder Representative), in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A Common Stock in a transaction not contemplated in this Agreement, the Manager and the Corporation shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned by the Corporation, directly or indirectly through its Subsidiaries, shall equal on a one-for-one basis the number of outstanding shares of Class A Common Stock.

(c) Except as otherwise determined by the Manager (subject to the approval of the Original Unitholder Representative), in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager and the Corporation shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly through its Subsidiaries, holds (in the case of any issuance, transfer or delivery) or ceases to hold, directly or indirectly through its Subsidiaries (in the case of any repurchase or redemption), equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed.

(d) Except as otherwise determined by the Manager (subject to the approval of the Original Unitholder Representative), the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock or other equity interests in the Company or the Corporation, as applicable, that is not accompanied by an identical subdivision or combination of the Common Units, Class A Common Stock or Class B Common Stock or other equity interests in the Company or Corporation, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly through its Subsidiaries, and the number of outstanding shares of Class A Common Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, or (z) a one-to-one ratio between the number of outstanding other equity interests in the Corporation and any corresponding equity interests in the Company, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned by the Corporation, directly or indirectly through its Subsidiaries, and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a).

(e) The Company shall only be permitted to issue additional Common Units, or, subject to the Stockholders Agreement, establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing and except as provided for in the Stockholders Agreement, the Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member or any other Person notwithstanding anything to the contrary herein, including Section 15.03.

Section 3.05 Repurchase or Redemption of Shares of Class A Common Stock. Except as otherwise determined by the Manager, if at any time, any shares of Class A Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by the Corporation for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common Units held by the Corporation (directly or indirectly through its Subsidiaries), at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being repurchased or redeemed by the Corporation (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by the Corporation; provided, if the Corporation uses funds received from distributions from the Company or the net proceeds from an

issuance of Class A Common Stock to fund such repurchase or redemption, then the Company shall cancel a corresponding number of Common Units held (directly or indirectly) by the Corporation for no consideration. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any repurchase or redemption if such repurchase or redemption would violate any applicable Law.

Section 3.06 Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units.

(a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer, Chief Financial Officer, General Counsel, Secretary or any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine and as required under the Agreement. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. Unless otherwise determined by the Manager, no Units shall be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless all Units then outstanding are certificated; notwithstanding anything to the contrary herein, including Section 15.03, the Manager is authorized to amend this Agreement in order for the Company to opt-in to the provisions of Article 8 of the Uniform Commercial Code without the consent or approval of any Member of any other Person.

(b) If Units are certificated, the Manager may direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon delivery to the Manager of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Manager may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

(c) To the extent Units are certificated, upon surrender to the Company or the transfer agent of the Company, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to Transfer, in compliance with the provisions hereof, the Company shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the Manager may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units.

Section 3.07 Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

Section 3.08 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

Section 3.09 Loans From Members. Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c), the amount of any such loans shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made.

Section 3.10 Equity Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the Corporation from adopting, modifying or terminating an Equity Plan or from issuing shares of Class A Common Stock pursuant to any such plans. The Corporation may implement such Equity Plans and any actions taken under such Equity Plans (such as the grant or exercise of options to acquire shares of Class A Common Stock, or the issuance of Unvested Corporate Shares), whether taken with respect to or by an employee or other service provider of the Corporation, the Company or its Subsidiaries, in a manner determined by the Corporation, in accordance with the initial implementation guidelines attached to this Agreement as Exhibit C, which may be amended by the Corporation from time to time. The Manager may, without the consent of any Member or any other Person and notwithstanding Section 15.03, amend this Agreement (including Exhibit C) as necessary or advisable in its sole discretion in connection with the adoption, implementation, modification or termination of an Equity Plan. In the event of such an amendment by the Manager, the Company shall provide notice of such amendment to the Members. The Company is expressly authorized to issue Units (i) in accordance with the terms of any such Equity Plan or (ii) in an amount equal to the number of shares of Class A Common Stock issued pursuant to any such Equity Plan, without any further act, approval or vote of any Member or any other Persons.

Section 3.11 Dividend Reinvestment Plan, Cash Option Purchase Plan, Equity Plan or Other Plan. Except as may otherwise be provided in this Article III, all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, Equity Plan or subscription plan or agreement, either (a) shall be utilized by the Corporation to effect open market purchases of shares of Class A Common Stock or, (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by the Corporation to the Company in exchange for additional Common Units. Upon such contribution, the Company shall issue to the Corporation a number of Common Units equal to the number of new shares of Class A Common Stock so issued.

ARTICLE IV.

DISTRIBUTIONS

Section 4.01 Distributions.

(a) Distributable Cash; Other Distributions. To the extent permitted by applicable Law and this Agreement, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All Distributions made under this Section 4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)) as of the close of business on such record date; provided, however, that the Manager shall have the

obligation to make Distributions as set forth in Sections 4.01(b) and 14.02; provided, further, that notwithstanding any other provision herein to the contrary, no distributions shall be made to any Member to the extent such distribution would render the Company insolvent or violate the Delaware Act or other applicable law. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable Law and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section 4.01(a) in such amounts as shall enable the Corporation to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions) required to be made pursuant to Section 4.01(b)). Notwithstanding anything to the contrary in this Section 4.01(a), (i) the Company shall not make a Distribution (other than Tax Distributions under Section 4.01(b)) to any Member in respect of any Common Units which remain subject to vesting conditions in accordance with any applicable Equity Plan or individual award agreement and (ii) with respect to any amounts that would otherwise have been distributed to a Member but for the preceding clause (i), such amount shall be held in trust by the Company for the benefit of such Member unless and until such time as such Common Units have vested in accordance with the applicable Equity Plan or individual award agreement, and within five (5) Business Days of such time, the Company shall distribute such amounts to such Member.

(b) Tax Distributions.

(i) With respect to each Fiscal Year, the Company shall, to the extent permitted by (x) applicable Law and (y) by the terms of any Credit Agreements (and without otherwise violating any applicable provisions of any of the Credit Agreements), make cash distributions (“Tax Distributions”) to each Member in accordance with such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15^th, June 15^th, September 15^th and December 15^th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments[, including the Effective Date]. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member.

(ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions as soon as sufficient funds become available to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled.

(iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof or alternative procedure adopted pursuant to Section 6225(b)(2)(C) thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return or administrative adjustment request, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members (or, if a former Member does not exist, the successor of such former Member), except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall.

(iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b).

(v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for distributions under Section 4.6 of the Prior LLC Agreement in respect of the taxable income of the Company for the Fiscal Years (or portions thereof) of the Company that end on or prior to the Effective Date shall be made by the Company following the closing date of the IPO and, based on such final accounting, the Company shall make a distribution to the Pre-IPO Members (or in the case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) in accordance with the applicable terms of the Prior LLC Agreement to the extent of any shortfall in the amount of distributions the Pre-IPO Members received prior to the Effective Date under Section 4.6 of the Prior LLC Agreement with respect to taxable income of the Company for such Fiscal Year or portion thereof that shall be allocated to the Pre-IPO Members, including pursuant to Section 706 of the Code. For the avoidance of doubt, the amount of distributions to be made pursuant to this Section 4.01(b)(v) shall be calculated pursuant to Section 4.6 of the Prior LLC Agreement.

ARTICLE V.

CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01 Capital Accounts.

(a) The Company shall maintain a separate Capital Account for each Member according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the discretion of the Manager and with the approval of the Original Unitholder Representative (which approval shall not be unreasonably withheld, delayed or conditioned)), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such Treasury Regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company’s property. In the event any interest in the Company is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred interest.

(b) For purposes of computing the amount of any item of income, gain, loss or deduction with respect to the Company to be allocated pursuant to this Article V and to be reflected in the Capital Accounts of the Members, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided, however, that:

(i) The computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(l)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includible in gross income or are not deductible for U.S. federal income tax purposes.

(ii) If the Book Value of any property of the Company is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii) Items of income, gain, loss or deduction attributable to the disposition of property of the Company having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv) Items of depreciation, amortization and other cost recovery deductions with respect to property of the Company having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

Section 5.02 Allocations. After giving effect to the allocations under Section 5.03, Net Profit and Net Loss for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount that such Member would receive pursuant to Section 14.02 if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Book Value, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability), and all remaining cash was distributed, in accordance with Section 14.02 to the Members immediately after making such allocation minus (b) such Member’s share of Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount the Member is treated as required to contribute to the Company, computed after the hypothetical sale of assets.

Section 5.03 Regulatory Allocations.

(a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4).

(b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. If there is a net decrease in the Minimum Gain during any Taxable Year, each Member shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c) If any Member that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, after all other allocations pursuant to Sections 5.02, 5.03, 5.04 and 5.05 have been tentatively made as if this Section 5.03(c) were not in this Agreement, then Profits for such Taxable Year shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d) If the allocation of Net Loss to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as shall not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d).

(e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j) and (m).

(f) The allocations set forth in Section 5.03(a) through and including Section 5.03(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Net Profit and Net Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss with respect to the Company shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Net Profit and Net Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this shall be accomplished by specially allocating other Profits and Losses among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Fiscal Year or Fiscal Period there is a decrease in partnership minimum gain, or in partner nonrecourse debt minimum gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Manager may, if it does not expect that the Company shall have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements pursuant to Treasury Regulations Section 1.704-2(f)(4). If such request is granted, this Agreement shall be applied in such instance as if it did not contain such minimum gain chargeback requirement.

Section 5.04 Tax Allocations.

(a) Except as provided in Section 5.05(b), Section 5.05(c) and Section 5.05(d), the income, gains, losses, deductions and credits of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b) Items of taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method set forth in Treasury Regulations Section 1.704-3(b).

(c) If the Book Value of any asset of the Company is adjusted pursuant to Section 5.01(a), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement or pursuant to Section 3.03(c), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value using the traditional method set forth in Treasury Regulations Section 1.704-3(b).

(d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e) For purposes of determining a Member’s share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager.

(f) In the event any Common Units issued pursuant to Section 3.10(c) are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions or other items of the Company pursuant to any provision of this Agreement.

Section 5.05 Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company or any other Person in which the Company holds an interest is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as a Member (including federal income taxes, interest and penalties, additions to tax, interest and penalties as a result of obligations of the Company pursuant to the Revised Partnership Audit Provisions, federal and state withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as payroll taxes, withholding taxes, benefits or professional association fees and the like required to be made or made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Member shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset or withhold from any Distributions to which a Member is otherwise entitled under this Agreement against such Member’s obligation to indemnify the Company under this Section 5.06, and such Member shall be treated as receiving the full amount of such offset or withholding for the purposes of this Agreement. A Member’s obligation to make payments to the Company under this Section 5.06 shall survive the transfer or termination of any Member’s interest in any Units of the Company, the termination of this Agreement and the dissolution, liquidation, winding up and termination of the Company. In the event that the Company has been terminated prior to the date such payment is due, such Member shall make such payment to the Manager (or its designee), which shall distribute such funds in accordance with this Agreement. The Company may pursue and enforce all rights and remedies it may have

against each Member under this Section 5.06. Each Member hereby agrees to use commercially reasonable efforts to furnish to the Company such information and forms as required or reasonably requested by the Company in order to comply with any Laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled. For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable under the Revised Partnership Audit Provisions by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members and shall be allocated among the Members such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), in each case as reasonably determined by the Manager (in consultation with the Original Unitholder Representative).

ARTICLE VI.

MANAGEMENT

Section 6.01 Authority of Manager; Officer Delegation.

(a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement or under the Delaware Act, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no other Member shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise. The Manager, in such capacity, shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.

(b) Without limiting the authority of the Manager to act on behalf of the Company, the day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions of this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall be limited to such duties as the Manager may, from time to time, delegate to them. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. Any Officer may be removed at any time, with or without cause, by the Manager. Nothing in this Section 6.01(b) shall limit the generality of Section 6.07.

(c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, conversion, division, reorganization or other combination of the Company with or into another entity, for the avoidance of doubt, without the prior consent of any Member or any other Person being required.

Section 6.02 Actions of the Manager. The Manager may act through any Officer or through any other Person or Persons to whom authority and duties have been delegated pursuant to Section 6.07.

Section 6.03 Resignation; No Removal. The Manager may resign at any time by giving written notice to the Members; provided, however, such resignation shall not be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of the Corporation (or its successor, if applicable) and any new Manager and the rights of all Members under this Agreement and applicable Law remain in full force and effect. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to make it effective. For the avoidance of doubt, the Members have no right under this Agreement to remove or replace the Manager.

Section 6.04 Vacancies. Vacancies in the position of Manager occurring for any reason shall be filled by the Corporation (or, if the Corporation has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of the Corporation immediately prior to such cessation). For the avoidance of doubt, the Members (other than the Corporation in its capacity as Manager) have no right under this Agreement to fill any vacancy in the position of Manager.

Section 6.05 Transactions Between the Company and the Manager. The Manager may cause the Company to contract and deal with the Manager, or any Affiliate of the Manager, provided, that such contracts and dealings (other than contracts and dealings between the Company and its Subsidiaries) are on terms comparable to and competitive with those available to the Company from others dealing at arm’s length or are approved by the Members (other than the Manager and its Affiliates) and otherwise are permitted by the Credit Agreements; provided, that the foregoing shall in no way limit the Manager’s rights under Sections 3.02, 3.04, 3.05 or 3.10. The Members hereby approve each of the contracts or agreements between or among the Manager, the Company and their respective Affiliates entered into on or prior to the date of this Agreement in accordance with the Prior LLC Agreement or that the board of managers of the Company or the Corporate Board has approved in connection with the Recapitalization or the IPO as of the date of this Agreement, including, but not limited to, the IPO Common Unit Subscription Agreement and the Tax Receivable Agreement.

Section 6.06 Reimbursement for Expenses. The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that, upon consummation of the IPO, the Manager’s Class A Common Stock shall be publicly traded and therefore the Manager shall have access to the public capital markets and that such status and the services performed by the Manager shall inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred on behalf of the Company, including without limitation all fees, expenses and costs associated with the IPO and all fees, expenses and costs of being a public company (including without limitation public reporting obligations, proxy statements, stockholder meetings, Stock Exchange fees, transfer agent fees, legal fees, SEC and FINRA filing fees and offering expenses) and maintaining its corporate existence. In the event that shares of Class A Common Stock are sold to underwriters in the IPO (or in any Qualifying Offering) at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent Qualifying Offering, as applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (such difference, the “Discount”), unless otherwise determined by the Manager, (i) the Manager shall be deemed to have contributed to the Company in exchange for newly issued Common Units the full amount for which such shares of Class A Common Stock were sold to the public and (ii) the Company shall be deemed to have paid the Discount as an expense, in each case, to the extent permitted under applicable tax law. To the extent practicable, expenses incurred by the Manager on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to the Manager or any of its Affiliates by the Company pursuant to this Section 6.06 constitute gross income for applicable tax purposes to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts. Notwithstanding the foregoing, the Company shall not bear any income tax obligations of the Manager or any payments made pursuant to the Tax Receivable Agreement.

Section 6.07 Investment Opportunities and Conflicts of Interest. Except as otherwise approved by the Manager, each Executive Member shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which they believe are, or may be, within the scope and investment objectives related to the business of the Company or any of its Subsidiaries, which would or may be beneficial to the business of the Company or any of its Subsidiaries, or are otherwise competitive with the business of the Company or any of its Subsidiaries. The Members expressly acknowledge and agree that, subject to the terms of any other agreement to which they may be bound, (i) the Summit Investors are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company or any of its Subsidiaries other than through the Company or any of its Subsidiaries (an “Other Business”), (ii) the Summit Investors have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company and its Subsidiaries, (iii) none of the Summit Investors shall be prohibited by virtue of their investments in the Company and its Subsidiaries or their or any of their personnel’s or partners’ service as Manager or service on the Manager or any of the Company’s Subsidiaries’ boards of managers or directors from pursuing and engaging in any such activities, (iv) none of the Summit Investors shall be obligated to inform or present the Company or any of its Subsidiaries or the Manager of any such opportunity, relationship or investment, (v) the other Members shall not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the Summit

Investors, (vi) the involvement of any of the Summit Investors in any Other Business shall not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of the Company’s Subsidiaries, and (vii) any Member shall be entitled to engage in any activities approved by the Manager. Without limiting the other provisions of this Agreement and except as otherwise set forth herein, no Member shall owe any fiduciary duties to the Company or any other Member with respect to actions taken by such Member in such Member’s capacity as such.

Section 6.08 Restrictive Covenants.

(a) Noncompetition. In consideration of the issuance of Equity Securities to each Executive Member, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, for so long as such Executive Member holds Equity Securities and for two years thereafter (the “Restricted Period”), without the prior written consent of the Manager, such Executive Member shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that competes with the Business as such Business exists or is contemplated (as evidenced by written records) as of such date, within any geographical area in the United States, its territories, or any other country or territory in which the Company or any of its Subsidiaries conduct business as of such date. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Notwithstanding the foregoing, nothing herein shall prohibit such Executive Member from (x) being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation which is publicly traded, so long as such Executive Member has no active participation in the business of such corporation, (y) purchasing goods or services from any business engaged in the Business, or (z) being employed or engaged by a division or subsidiary of a corporate family of companies if such division or subsidiary employing or engaging the Executive Member does not itself engage in the Business, even if other divisions or subsidiaries in such corporate family do engage in the Business.

obligation of such Executive Member pursuant to this Agreement, such Executive Member further covenants and agrees that, except as may be required by applicable law, such Executive Member shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of Company at any time. Notwithstanding the foregoing, nothing in this Agreement shall prohibit such Executive Member from, on behalf of itself or any other individual, corporation, partnership, joint venture or other entity, (A) making any general solicitation for employment by use of advertisements in the media that is not specifically directed or targeted at any officer, employee or independent contractor of the Company or any of its Subsidiaries, and (B) hiring or engaging any such officer, employee or independent contractor who responds to any such general solicitation; provided, the Executive Member shall not be relieved from complying with Section 6.08(b)(ii).

(c) Additional Acknowledgements. Each Executive Member hereby acknowledges that the provisions of Section 6.08(a) and Section 6.08(b) are in consideration of the issuance of Equity Securities to such Executive Member, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. In addition, such Executive Member acknowledges (i) that the business of the Company and its Subsidiaries will be conducted throughout the United States, its territories and any other country or territory in which the Company or its Subsidiaries conduct business, (ii) notwithstanding the state of organization or principal office of Company or any of its facilities, or any of its executives or employees (including such Executive Member), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States, its territories and any other country or territory in which the Company or its Subsidiaries conduct business, and (iii) the national and international nature of the business operated by the Company is such that it is not conducted with respect to geographical borders. Such Executive Member agrees and acknowledges that (A) the restrictions contained in Section 6.08(a) and Section 6.08(b) do not preclude such Executive Member from earning a livelihood, nor do they unreasonably impose limitations on such Executive Member’s ability to earn a living, and (B) the potential harm to the Company and its Subsidiaries of the non-enforcement of any provision of Section 6.08(a) and Section 6.08(b) outweighs any potential harm to such Executive Member of its enforcement by injunction or otherwise. Such Executive Member acknowledges that such Executive Member has carefully read or arranged for review of this Agreement and either consulted with legal counsel of such Executive Member’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so and has given careful consideration to the restraints imposed upon such Executive Member by this Agreement. The parties agree that the covenants set forth in this Section 6.08 are in addition to, and shall not limit or be limited by, any other noncompetition, nonsolicitation or similar covenant of such Executive Member with the Company or any of its Subsidiaries.

Section 6.09 Limitation on Certain Remedies. Notwithstanding anything herein to the contrary, each Executive Member acknowledges and agrees that the Company shall not be liable to any Executive Member for any breach by the Company of any obligation to any of the Executive Members that is caused by or results from any intentional action or inaction by an Executive Member and the Executive Members hereby waive any and all rights, remedies and claims with respect thereto.

Section 6.10 Delegation of Authority. The Manager (a) may, from time to time, delegate to one or more Persons such authority and duties as the Manager may deem advisable, and (b) may assign titles (including, without limitation, chief executive officer, president, chief financial officer, chief operating officer, general counsel, senior vice president, vice president, secretary, assistant secretary, treasurer or assistant treasurer) and delegate certain authority and duties to such Persons which may be amended, restated or otherwise modified from time to time. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such agents of the Company shall be fixed from time to time by the Manager, subject to the other provisions in this Agreement.

Section 6.11 Limitation of Liability of Manager.

(a) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, neither the Manager nor any of the Officers, the Manager’s Affiliates or the Manager’s officers, employees or other agents shall be liable to the Company, to any Member or to any other Person bound by this Agreement for any act or omission performed or omitted by the Manager or such Person in its capacity as the sole managing member of the Company, as an Officer, or as an Affiliate, officer, employee or other agent of the Manager, as applicable, pursuant to authority granted to the Manager by this Agreement; provided, however, that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to the Manager’s willful misconduct or knowing violation of Law or for any present or future material breaches of any representations, warranties or covenants by the Manager or its Affiliates contained herein or in the Other Agreements with the Company. The Manager may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with reasonable care). The Manager and each of its Affiliates, officers, employees and other agents shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, as to matters such Person reasonably believes are within such other Person’s professional or expert competence and any act of or failure to act by the Manager or such other Person in good faith reliance on such advice shall in no event subject the Manager or such other Person to liability to the Company or any Member or to any other Person bound by this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, the Manager (when acting through its board of directors) shall have fiduciary duties to the Company and the Members that are equivalent to the fiduciary duties owed by directors of a corporation incorporated in the State of Delaware to such corporation and its stockholders.

(c) Subject to Section 6.11(b), to the fullest extent permitted by applicable Law, whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member that is not the Manager, the Manager shall determine such appropriate action or provide such terms considering, in each case, the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United States generally accepted accounting practices or principles, notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise.

(d) Subject to Section 6.11(b), to the fullest extent permitted by applicable Law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise, whenever in this Agreement or any other agreement contemplated herein, the Manager is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,” with “complete discretion,” with its “approval” or “consent” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting specific Members or any other Person.

(e) Subject to Section 6.11(b), to the fullest extent permitted by applicable Law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, (i) whenever in this Agreement the Manager is permitted or required to take any action or to make a decision in “good faith” or under another express standard, the Manager shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and (ii) so long as the Manager acts in good faith or in accordance with such other express standard, the resolution, action or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or impose liability upon the Manager or any of the Manager’s Affiliates and shall be deemed approved by all Members.

Section 6.12 Investment Company Act. The Manager shall use its best efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

ARTICLE VII.

RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER

Section 7.01 Limitation of Liability and Duties of Members and Manager.

(a) Except as provided in this Agreement or in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member or the Manager shall be obligated personally for any such debts, obligations, contracts or liabilities of the Company solely by reason of being a Member or the Manager. Notwithstanding anything contained herein to the contrary, to the fullest extent permitted by applicable Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Members or the Manager for liabilities of the Company.

(b) In accordance with the Delaware Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that, to the fullest extent permitted by Law, no Distribution to any Member pursuant to Articles IV or XIV shall be required to be returned to the

Company or any other Person, unless such distribution was made by the Company to its Members as a result of manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Delaware Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

(c) To the fullest extent permitted by applicable Law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision of this Agreement (but subject, and without limitation, to Section 6.08 with respect to the Manager) or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise, the parties hereto hereby agree that to the extent that any Member (other than the Manager in its capacity as such) (or any Member’s Affiliate or any manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of any Member or of any Affiliate of a Member) has duties (including fiduciary duties) to the Company, to the Manager, to another Member, to any Person who acquires an interest in a Unit or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by Law, and replaced with the duties or standards expressly set forth herein, if any; provided, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The elimination of duties (including fiduciary duties) to the Company, the Manager, each of the Members, each other Person who acquires an interest in a Unit and each other Person bound by this Agreement and replacement thereof with the duties or standards expressly set forth herein, if any, are approved by the Company, the Manager, each of the Members, each other Person who acquires an interest in a Unit and each other Person bound by this Agreement.

Section 7.02 Lack of Authority. No Member, other than the Manager or a duly appointed Officer or other agent of the Company, in each case in its capacity as such, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditure on behalf of the Company. The Members hereby consent to the exercise by the Manager of the powers conferred on them by Law and this Agreement.

Section 7.03 No Right of Partition. No Member, other than the Manager (in its capacity as such), shall have the right to seek or obtain partition by court decree or operation of Law of any property of the Company, or the right to own or use particular or individual assets of the Company.

Section 7.04 Indemnification.

(a) Subject to Section 5.06, the Company shall indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted by applicable Law (including as it presently exists or may hereafter be amended, substituted or replaced but, to the fullest extent permitted by applicable law, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than such Law permitted the Company to provide immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such Person by reason of the fact that such Person is or was a Member or an Affiliate thereof (other than as a result of an ownership

interest in the Corporation) or is or was serving as the Manager or a director, officer, employee or other agent of the Manager, the Partnership Representative, a director, manager, Officer, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, employee or agent of another Person; provided, however, that no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ willful misconduct or knowing violation of Law or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates contained herein or in Other Agreements with the Company. Reasonable expenses, including out-of-pocket attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

(b) The right to indemnification and the advancement of expenses conferred in this Section 7.04 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, action by the Manager or otherwise.

(c) The Company shall maintain directors’ and officers’ liability insurance, or substantially equivalent insurance, at its expense, to protect any Indemnified Person against any expense, liability or loss described in Section 7.04(a) whether or not the Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 7.04. The Company shall use its commercially reasonable efforts to purchase and maintain property, casualty and liability insurance in types and at levels customary for companies of similar size engaged in similar lines of business, as determined in good faith by the Manager, and the Company shall use its commercially reasonable efforts to purchase directors’ and officers’ liability insurance (including employment practices coverage) with a carrier and in an amount determined necessary or desirable as determined in good faith by the Manager.

(d) The indemnification and advancement of expenses provided for in this Section 7.04 shall be provided out of and to the extent of Company assets only. No Member (unless such Member otherwise agrees in writing or is found in a non-appealable decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the Company. The Company (i) shall be the primary indemnitor of first resort for such Indemnified Person pursuant to this Section 7.04 and (ii) shall be fully responsible for the advancement of all expenses and the payment of all damages or liabilities with respect to such Indemnified Person which are addressed by this Section 7.04.

(e) If this Section 7.04 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 7.04 to the fullest extent permitted by any applicable portion of this Section 7.04 that shall not have been invalidated and to the fullest extent permitted by applicable Law.

Section 7.05 Inspection Rights. The Company shall permit each Member and each of its designated representatives at such Member’s sole cost and expense to examine the books and

records of the Company at the principal office of the Company or such other location as the Manager shall reasonably approve during normal business hours and upon reasonable notice for any purpose reasonably related to such Member’s interest as a member of the Company; provided, that the Manager has a right to keep confidential from the Members certain information in accordance with Section 18-305 of the Delaware Act.

ARTICLE VIII.

BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Section 8.01 Records and Accounting. The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required pursuant to applicable Laws. All matters concerning (a) the determination of the relative amount of allocations and Distributions among the Members pursuant to Articles IV and V and (b) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Manager, whose determination shall be final and conclusive as to all of the Members absent manifest clerical error.

Section 8.02 Fiscal Year. The Fiscal Year of the Company shall end on December 31 of each year or such other date as may be established by the Manager.

ARTICLE IX.

TAX MATTERS

Section 9.01 Preparation of Tax Returns. The Manager shall arrange for the preparation and timely filing of all tax returns required to be filed by the Company. The Manager shall use reasonable efforts to furnish, (i) within ninety (90) days of the close of each Taxable Year, to each Member a draft IRS Schedule K-1 (and any comparable state and local income tax form) and, within one hundred and twenty (120) days of the close of each Taxable Year, a completed IRS Schedule K-1 (and any comparable state and local income tax form) and (ii) such other information as is reasonably requested by such Member relating to the Company that is necessary for such Member to comply with its tax reporting obligations. Subject to the terms and conditions of this Agreement and except as otherwise provided in this Agreement, in its capacity as Partnership Representative, the Corporation shall have the authority to prepare the tax returns of the Company using such permissible methods and elections as it determines in its reasonable discretion, including without limitation the use of any permissible method under Section 706 of the Code for purposes of determining the varying Units of its Members.

Section 9.02 Tax Elections. The Taxable Year shall be the Fiscal Year set forth in Section 8.02, unless otherwise required by Section 706 of the Code. The Manager shall cause the Company and each of its Subsidiaries that is treated as a partnership for U.S. federal income tax purposes to have in effect an election pursuant to Section 754 of the Code (or any similar provisions of applicable state, local or foreign tax Law) for each Taxable Year. The Manager shall take commercially reasonable efforts to cause each Person in which the Company owns a direct or indirect equity interest (other than a Subsidiary) that is so treated as a partnership to have in effect any such election for each Taxable Year. Each Member shall upon request supply any information reasonably necessary to give proper effect to any such elections. Except as otherwise provided

herein, the Manager shall determine whether to make any other available election pursuant to the Code (or any state, local or non-U.S. Tax Law), provided that the Manager shall not make an election with respect to the Company that could reasonably be expected to have a disproportionate (compared to the Corporation) and material adverse effect on the holders of Original Units without the Original Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Section 9.03 Tax Controversies.

(a)

The Manager shall cause the Company to take all necessary actions required by Law to designate the Corporation as the “partnership representative” of the Company as provided in Section 6223(a) of the Code, and if the “partnership representative” is an entity, the Corporation is hereby authorized to designate an individual to be the sole individual through which such entity “partnership representative” shall act (in such capacities, including in similar capacities under analogous provisions of state or local Law, collectively, the “Partnership Representative”). Subject to Section 9.03(b), the Partnership Representative shall have the right and obligation to take all actions authorized and required by the Code and Treasury Regulations (and analogous provisions of state or local Law) for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including any resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees to cooperate with the Company and the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Company or the Partnership Representative with respect to the conduct of such proceedings.

(b)

Without limiting the foregoing, the Partnership Representative shall (i) give prompt written notice (in any event, with ten (10) days), to the Original Unitholder Representative of the commencement of any audit or other tax proceeding with respect to the Company under the Revised Partnership Audit Provisions (a “Specified Audit”), (ii) keep the Original Unitholder Representative reasonably informed of the material developments and status of any such Specified Audit. (iii) permit the Original Unitholder Representative (or its designee) to participate (including using separate counsel), in each case at the holders of Original Units’ sole cost and expense, in any such Specified Audit, and (iii) promptly notify the Original Unitholder Representative of receipt of a notice of a final partnership adjustment (or equivalent under applicable Laws) or a final decision of a court or IRS Appeals panel (or equivalent body under applicable Laws) with respect to such Specified Audit. The Partnership Representative or the Company shall promptly provide the Original Unitholder Representative with copies of all material correspondence between the Partnership Representative or the Company (as applicable) and any taxing authority in connection with such Specified Audit and shall give the Original Unitholder Representative a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative shall not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be

expected to have a disproportionate (compared to the Corporation) and material adverse effect on the holders of Original Units without the Original Unitholder Representative’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

(c)

Without limiting the generality of the foregoing, with respect to any audit or other proceeding, the Partnership Representative shall, if requested by the Original Unitholder Representative, cause the Company (and any of its Subsidiaries) to make any available elections pursuant to Section 6226 of the Code (and similar provisions of state, local and other Law), and the Members shall cooperate to the extent reasonably requested by the Company in connection therewith.

(d)

The Company shall reimburse the Partnership Representative for all reasonable out-of-pocket expenses incurred by the Partnership Representative, including reasonable fees of any professional attorneys, in carrying out its duties as the Partnership Representative. The provisions of this Section 9.03 shall survive the transfer or termination of any Member’s interest in any Units of the Company, the termination of this Agreement and the termination of the Company, shall remain binding on each Member for the period of time necessary to resolve all tax matters relating to the Company, and shall be subject to the provisions of the Tax Receivable Agreement, as applicable.

ARTICLE X.

RESTRICTIONS ON TRANSFER OF UNITS; CERTAIN TRANSACTIONS

Section 10.01 Transfers by Members. No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09, (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

Section 10.02 Permitted Transfers. Subject to the Stockholders Agreement, the restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (i) (A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager or (B) a Transfer by a Member to the Corporation or any of its Subsidiaries (including pursuant to Article XI), (ii) with respect to any Person who is an natural person or a member of the Family Group of an individual, a Transfer to a member of such Person’s Family Group, (iii) with respect to any Person who is an

individual, the executors, conservators and representatives of such Person in the event of the death or permanent disability of such Person, (iv) with respect to any Person that is an entity (other than any Executive Member), a Transfer to any of such Person’s controlled Affiliates (or Affiliates described in clause (iii) of the definition of Affiliates), (v) with respect to any Stockholder Entity, a Transfer to any Person that is a Stockholder Entity Holder, (vi) with respect to any Summit Investor or Bertram Investor, a Transfer to any Investor Affiliated Person or (vii) a Transfer by a Member that is a natural person for estate-planning purposes of such Member to an Estate Planning Vehicle of such Member; provided, however, that (x) the restrictions contained in this Agreement shall continue to apply to Units after any Permitted Transfer of such Units, (y) in the case of the foregoing other than clause (i), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor shall deliver a written notice to the Company and the Members, which notice shall disclose in reasonable detail the identity of the proposed Permitted Transferee, (z) in the case of the foregoing clause (vii), with respect to Management Aggregator, (I) an indirect Transfer by virtue of a Management Aggregator Member Transferring any of its equity interests in Management aggregator to a [Family Trust] (as defined in the Management Aggregator LLC Agreement) pursuant to and in accordance with Section [23] of the Management Aggregator LLC Agreement and (II) a distribution of Units to a Management Aggregator Member with respect to such Management Aggregator Member’s interests in Management Aggregator corresponding to such Units, but only if such Management Aggregator Member has notified Management Aggregator in writing under Section [20] of the Management Aggregator LLC Agreement that it desires to have Management Aggregator initiate the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units, and provided that, in the case of this clause (y), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a distribution by Management Aggregator to the applicable Management Aggregator Member of a number of shares of Class B Common Stock equal to the number of Units so distributed and (3) be conditioned on the Management Aggregator Member’s immediate Transfer of (aa) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (bb) of such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable Management Aggregator Member fails to effect any such immediate Transfer of such Units or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to such Management Feeder Member shall be deemed null and void and shall have no effect). In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Section 10.03 Restricted Units Legend. The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if an exemption from such registration is then available with respect to such sale. To the extent such Units have been certificated, each certificate evidencing Units and each certificate issued in exchange for or upon the Transfer of any Units shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED ON [ • ], 2021, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOLO STOVE HOLDINGS, LLC, AS IT MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND SOLO STOVE HOLDINGS, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY SOLO STOVE HOLDINGS, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Company shall imprint such legend on certificates (if any) evidencing Units. The legend set forth above shall be removed from the certificates (if any) evidencing any Units which cease to be Units in accordance with the definition thereof.

Section 10.04 Transfer. Prior to Transferring any Units (other than in connection with a Redemption or Direct Exchange in accordance with Article XI), the Transferring holder of Units shall cause the prospective Permitted Transferee to be bound by this Agreement and any other agreements executed by the holders of Units and relating to such Units in the aggregate to which the transferor was a party (if and to the extent the Permitted Transferee is not already bound thereby), including without limitation the Stockholders Agreement (collectively, the “Other Agreements”) by executing and delivering to the Company a duly executed Joinder and counterparts of this Agreement and any applicable Other Agreements.

Section 10.05 Assignee’s Rights.

(a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

(b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Section 10.06 Assignor’s Rights and Obligations. Any Member who shall Transfer any Unit in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06, duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Sections 6.08, 7.01 and 7.04 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of Article XII (the “Admission Date”), (i) such Transferring Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units in the Company from any liability of such Member to the Company with respect to such Units that may exist as of the Admission Date or that is otherwise specified in the Delaware Act or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the Other Agreements with the Company.

Section 10.07 Overriding Provisions.

(a) Any Transfer or attempted Transfer of any Units in violation of this Agreement (including any prohibited indirect Transfers) shall be, to the fullest extent permitted by applicable Law, null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Agreement shall not become a Member and shall not have any other rights in or with respect to any rights of a Member of the Company with respect to the applicable Units. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X.

(b) Notwithstanding anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 10.01 and Article XI and Article XII), in no event shall any Member Transfer any Units to the extent such Transfer would:

(i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;

(ii) result in the Company being required to register the Common Units under the Exchange Act;

(iii) result in the Company being required to register as an “investment company” under the Investment Company Act;

(iv) in the reasonable determination of the Manager, be a violation of or a default (or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any obligation under any Credit Agreement to which the Company or the Manager is a party; provided that the payee or creditor to whom the Company or the Manager owes such obligation is not an Affiliate of the Company or the Manager;

(v) be a Transfer to a Person who is not legally competent or who has not achieved his or her majority of age under applicable Law (excluding trusts for the benefit of minors);

(vi) cause the Company to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or any successor provision thereto under the Code; or

(vii) result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).

(c) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code Transfer any Units (including, for the avoidance of doubt, in connection with a Redemption or a Direct Exchange), unless such Member and the transferee have delivered to the Company, in respect of the relevant Transfer (or Redemption or Direct Exchange, as applicable), written evidence that all required withholding under Section 1446(f) of the Code shall have been done and duly remitted to the applicable taxing authority or duly executed certifications (prepared in accordance with the applicable Treasury Regulations or other authorities) of an exemption from such withholding; provided, that the Company shall cooperate in the manner set forth in [Section 11.06(a)] with any reasonable requests from such Member for certifications or other information from the Company in connection with satisfying this Section 10.07(c) prior to the relevant Transfer (or Redemption or Direct Exchange, as applicable).

Section 10.08 Spousal Consent. In connection with the execution and delivery of this Agreement, any Member who is a natural person shall deliver to the Company an executed consent from such Member’s spouse (if any) in the form of Exhibit B-1 attached hereto or a Member’s spouse confirmation of separate property in the form of Exhibit B-2 attached hereto. If, at any time subsequent to the date of this Agreement such Member becomes legally married (whether in the first instance or to a different spouse), such Member shall cause his or her spouse to execute and deliver to the Company a consent in the form of Exhibit B-1 or Exhibit B-2 attached hereto. Such Member’s non-delivery to the Company of an executed consent in the form of Exhibit B-1 or Exhibit B-2 at any time shall constitute such Member’s continuing representation and warranty that such Member is not legally married as of such date.

Section 10.09 Certain Transactions with respect to the Corporation.

(a) In connection with a Change of Control Transaction, the Manager shall have the right, in its sole discretion, to require each Member to effect a Redemption of all or a portion of such Member’s Units together with an equal number of shares of Class B Common Stock, pursuant to which such Units and such shares of Class B Common Stock shall be exchanged for shares of

Class A Common Stock (or economically equivalent cash or securities of a successor entity) in accordance with the Redemption provisions of Article XI, mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement with respect to such Redemption) and otherwise in accordance with this Section 10.09(a). Any such Redemption pursuant to this Section 10.09(a) shall be effective immediately prior to the consummation of such Change of Control Transaction (and, for the avoidance of doubt, shall be contingent upon the consummation of such Change of Control Transaction and shall not be effective if such Change of Control Transaction is not consummated) (the date of such Redemption pursuant to this Section 10.09(a), the “Change of Control Date”). From and after the Change of Control Date, (i) the Units and any shares of Class B Common Stock subject to such Redemption shall be deemed to be transferred to the Company or the Corporation, as applicable, on the Change of Control Date and (ii) each such Member shall cease to have any rights with respect to the Units and any shares of Class B Common Stock subject to such Redemption (other than the right to receive shares of Class A Common Stock (or economically equivalent cash or equity securities in a successor entity) pursuant to such Redemption). In the event the Manager desires to initiate the provisions of this Section 10.09, the Manager shall provide written notice of an expected Change of Control Transaction to all Members within the earlier of (x) five (5) Business Days following the execution of an agreement with respect to such Change of Control Transaction and (y) ten (10) Business Days before the proposed date upon which the contemplated Change of Control Transaction is to be effected, including in such notice such information as may reasonably describe the Change of Control Transaction, subject to Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the Change of Control Transaction and any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with a Change of Control Transaction (which election shall be available to each Member on the same terms as holders of shares of Class A Common Stock). Following delivery of such notice and on or prior to the Change of Control Date, the Members shall take all actions reasonably requested by the Corporation to effect such Redemption in accordance with the terms of Article XI, including taking any action and delivering any document required pursuant to this Section 10.09(a) to effect such Redemption. Notwithstanding the foregoing, in the event the Manager requires the Members to exchange less than all of their outstanding Units (and to surrender a corresponding number of shares of Class B Common Stock for cancellation), each Member’s participation in the Change of Control Transaction shall be reduced pro rata.

(b) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization, or similar transaction with respect to Class A Common Stock (a “Pubco Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the Corporate Board or is otherwise effected or to be effected with the consent or approval of the Corporate Board, the Manager shall provide written notice of the Pubco Offer to all Members within the earlier of (i) five (5) Business Days following the execution of an agreement (if applicable) with respect to, or the commencement of (if applicable), such Pubco Offer and (ii) ten (10) Business Days before the proposed date upon which the Pubco Offer is to be effected, including in such notice such information as may reasonably describe the Pubco Offer, subject to Law, including the date of execution of such agreement (if applicable) or of such commencement (if applicable), the material terms of such Pubco Offer, including the amount and types of consideration to be received by holders of shares of Class A Common Stock in the Pubco Offer,

any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with such Pubco Offer, and the number of Units (and the corresponding shares of Class B Common Stock) held by such Member that is applicable to such Pubco Offer. The Members (other than the Corporation and its Subsidiaries) shall be permitted to participate in such Pubco Offer by delivering a written notice of participation that is effective immediately prior to the consummation of such Pubco Offer (and that is contingent upon consummation of such offer and shall not be effective if such Pubco Offer is not consummated), and shall include such information necessary for consummation of such offer as requested by the Corporation. In the case of any Pubco Offer that was initially proposed by the Corporation, the Corporation shall use reasonable best efforts to enable and permit the Members (other than the Corporation and its Subsidiaries) to participate in such transaction to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock, and to enable such Members to participate in such transaction without being required to exchange Units or shares of Class B Common Stock prior to the consummation of such transaction. For the avoidance of doubt, in no event shall Common Unitholders be entitled to receive in such Pubco Offer aggregate consideration for each Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a Pubco Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration).

(c) In the event that a transaction or proposed transaction constitutes both a Change of Control Transaction and a Pubco Offer, the provisions of Section 10.09(a) shall take precedence over the provisions of Section 10.09(b) with respect to such transaction, and the provisions of Section 10.09(b) shall be subordinate to provisions of Section 10.09(a), and may only be triggered if the Manager elects to waive the provisions of Section 10.09(a).

Section 10.10 Unvested Common Units. With respect to any shares of Class B Common Stock corresponding to Common Units which remain subject to vesting conditions in accordance with any applicable Equity Plan or individual award agreement, the Member holding such shares of Class B Common Stock shall abstain from voting any such shares of Class B Common Stock with respect to any matter to be voted on or considered by the stockholders of the Corporation at any annual or special meeting of the stockholders of the Corporation or action by written consent of the stockholders of the Corporation unless and until such time as such Common Units have vested in accordance with the applicable Equity Plan or individual award agreement.

ARTICLE XI.

REDEMPTION AND DIRECT EXCHANGE RIGHTS

Section 11.01 Redemption Right of a Member.

(a) Each Member (other than the Corporation and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all or any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement), in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member; provided, however, that Management

Aggregator shall not be entitled to cause a Redemption pursuant to this Article XI unless acting pursuant to a Redemption Request Notice (as defined in the Management Aggregator LLC Agreement). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than three (3) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units or the Redemption Date specified in such Redemption Notice to another number or date by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

(i) the Redeeming Member shall Transfer and surrender, free and clear of all liens and encumbrances, (x) the Redeemed Units to the Company (including any certificates representing the Redeemed Units if they are certificated), and (y) a number of shares of Class B Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units to the Corporation, to the extent applicable;

(ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units; and

(iii) the Corporation shall cancel and retire for no consideration the shares of Class B Common Stock (together with any Corresponding Rights) that were Transferred to the Corporation pursuant to Section 11.01(a)(i)(y) above.

(b) The Corporation shall have the option (as determined solely by the Disinterested Majority) as provided in Section 11.02 to elect to have the Redeemed Units be redeemed in consideration for either a Share Settlement or a Cash Settlement; provided, for the avoidance of doubt, that the Corporation may elect to have the Redeemed Units be redeemed in consideration for a Cash Settlement only to the extent that the Corporation has cash available in an amount equal to at least the Redeemed Units Equivalent, which cash was received from a Qualifying Offering or, in the case of a Redemption occurring in connection the closing of the IPO, the IPO. The Corporation shall give written notice (the “Election Notice”) to the Company (with a copy to the applicable Redeeming Member) of such election within three (3) Business Days of receiving the Redemption Notice; provided, that if the Corporation does not timely deliver an Election Notice, the Corporation shall be deemed to have elected the Share Settlement method (subject to the limitations set forth above).

(c) The Redeeming Member may elect to retract its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) no later than one (1) Business day prior to the Redemption Date. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and the Corporation’s rights and obligations under this Section 11.01 arising from the applicable Redemption Notice.

(d) In the event the Corporation elects a Share Settlement in connection with a Redemption, a Redeeming Member shall be entitled to revoke its Redemption Notice or delay the consummation of a Redemption if any of the following conditions exists:

(i) any registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeeming Member at or immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective;

(ii) the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such Redemption;

(iii) the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Redeeming Member to have its Class A Common Stock registered at or immediately following the consummation of the Redemption;

(iv) the Redeeming Member is in possession of any material non-public information concerning the Corporation, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption without disclosure of such information (and the Corporation does not permit disclosure of such information);

(v) any stop order relating to the registration statement pursuant to which the Class A Common Stock was to be registered by such Redeeming Member at or immediately following the Redemption shall have been issued by the SEC;

(vi) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Common Stock is then traded;

(vii) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Redemption;

(viii) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Redeeming Member to consummate the resale of Class A Common Stock to be received upon such Redemption pursuant to an effective registration statement; or

(ix) the Redemption Date would occur three (3) Business Days or less prior to, or during, a Black-Out Period.

If a Redeeming Member delays the consummation of a Redemption pursuant to this Section 11.01(d), the Redemption Date shall occur on the fifth (5^th) Business Day following the date on which the condition(s) giving rise to such delay ceases to exist (or such earlier day as the Corporation, the Company and such Redeeming Member may agree in writing).

(e) The number of shares of Class A Common Stock (together with any Corresponding Rights) (or Redeemed Units Equivalent, if applicable) applicable to any Share Settlement or Cash Settlement shall not be adjusted on account of any Distributions previously made with respect to the Redeemed Units or dividends previously paid with respect to Class A Common Stock; provided, however, that if a Redeeming Member causes the Company to redeem Redeemed Units and the Redemption Date occurs subsequent to the record date for any Distribution with respect to the Redeemed Units but prior to payment of such Distribution, the Redeeming Member shall be entitled to receive such Distribution with respect to the Redeemed Units on the date that it is made notwithstanding that the Redeeming Member Transferred and surrendered the Redeemed Units to the Company prior to such date; provided, further, however, that a Redeeming Member shall be entitled to receive any and all Tax Distributions that such Redeeming Member otherwise would have received in respect of income allocated to such Member for the portion of any Fiscal Year irrespective of whether such Tax Distribution(s) are declared or made after the Redemption Date.

(f) In the case of a Share Settlement, in the event a reclassification or other similar transaction occurs following delivery of a Redemption Notice, but prior to the Redemption Date, as a result of which shares of Class A Common Stock are converted into another security, then a Redeeming Member shall be entitled to receive the amount of such other security (and, if applicable, any Corresponding Rights) that the Redeeming Member would have received if such Redemption Right had been exercised and the Redemption Date had occurred immediately prior to the record date of such reclassification or other similar transaction. For the avoidance of doubt, clauses (e) and (f) of Section 11.01 shall also apply with respect to any Direct Exchange.

(g) Notwithstanding anything to the contrary contained herein, neither the Company nor the Corporation shall be obligated to effectuate a Redemption if such Redemption could reasonably be expected to cause the Company to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or successor provisions of the Code and shall otherwise be subject to Section 10.07(b).

Section 11.02 Election and Contribution of the Corporation. Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 11.01(c), or has revoked or delayed a Redemption as provided in Section 11.01(d), subject to Section 11.03 on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Corporation shall make a Capital Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, as determined by the Corporation in accordance with Section 11.01(b)) and, (ii) the Company shall issue to the Corporation a number of Common Units

equal to the number of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, but subject to Section 11.03, in the event that the Corporation elects a Cash Settlement, the Corporation shall only be obligated to contribute to the Company an amount in respect of such Cash Settlement equal to the Redeemed Units Equivalent with respect to such Cash Settlement, which in no event shall exceed the amount actually paid by the Company to the Redeeming Member as the Cash Settlement. The timely delivery of a Retraction Notice shall terminate all of the Company’s and the Corporation’s rights and obligations under this Section 11.02 arising from the Redemption Notice.

Section 11.03 Direct Exchange Right of the Corporation.

(a) Notwithstanding anything to the contrary in this Article XI (save for the limitations set forth in Section 11.01(b) regarding the Corporation’s option to select the Share Settlement or the Cash Settlement, and without limitation to the rights of the Members under Section 11.01, including the right to revoke a Redemption Notice), the Corporation may, in its sole and absolute discretion (as determined solely by the Disinterested Majority) (subject to the timing limitations set forth on such discretion in Section 11.01(b)), elect to effect on the Redemption Date the exchange of Redeemed Units for the Share Settlement or the Cash Settlement, as the case may be, through a direct exchange of such Redeemed Units and the Share Settlement or the Cash Settlement, as applicable, between the Redeeming Member and the Corporation (a “Direct Exchange”) (rather than contributing the Share Settlement or the Cash Settlement, as the case may be, to the Company in accordance with Section 11.02 for purposes of the Company redeeming the Redeemed Units from the Redeeming Member in consideration of the Share Settlement or the Cash Settlement, as applicable). Upon such Direct Exchange pursuant to this Section 11.03, the Corporation shall acquire the Redeemed Units and shall be treated for all purposes of this Agreement as the owner of such Units.

(b) The Corporation may, at any time prior to a Redemption Date (including after delivery of an Election Notice pursuant to Section 11.01(b)), deliver written notice (an “Exchange Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its right to consummate a Direct Exchange; provided, that such election is subject to the limitations set forth in Section 11.01(d) and does not unreasonably prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. An Exchange Election Notice may be revoked by the Corporation at any time; provided, that any such revocation does not unreasonably prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date. The right to consummate a Direct Exchange in all events shall be exercisable for all of the Redeemed Units that would have otherwise been subject to a Redemption.

(c) Except as otherwise provided by this Section 11.03, a Direct Exchange shall be consummated pursuant to the same timeframe as the relevant Redemption would have been consummated if the Corporation had not delivered an Exchange Election Notice and as follows:

(i) the Redeeming Member shall transfer and surrender, free and clear of all liens and encumbrances (x) the Redeemed Units and (y) a number of shares of Class B Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units, to the extent applicable, in each case, to the Corporation;

(ii) the Corporation shall (x) pay to the Redeeming Member the Share Settlement or the Cash Settlement, as applicable, and (y) cancel and retire for no consideration the shares of Class B Common Stock (together with any Corresponding Rights) that were Transferred to the Corporation pursuant to Section 11.03(c)(i)(y) above; and

(iii) the Company shall (x) register the Corporation as the owner of the Redeemed Units and (y) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to Section 11.03(c)(i)(x) and the Redeemed Units, and issue to the Corporation a certificate for the number of Redeemed Units.

Section 11.04 Reservation of Shares of Class A Common Stock; Listing; Certificate of the Corporation. At all times the Corporation shall reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Share Settlement in connection with a Redemption or Direct Exchange, such number of shares of Class A Common Stock as shall be issuable upon any such Share Settlement pursuant to a Redemption or Direct Exchange; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such Share Settlement pursuant to a Redemption or Direct Exchange by delivery of purchased Class A Common Stock (which may or may not be held in the treasury of the Corporation) or by way of Cash Settlement. The Corporation shall deliver Class A Common Stock that has been registered under the Securities Act with respect to any Share Settlement pursuant to a Redemption or Direct Exchange to the extent a registration statement is effective and available with respect to such shares. The Corporation shall use its commercially reasonable efforts to list the Class A Common Stock required to be delivered upon any such Share Settlement pursuant to a Redemption or Direct Exchange prior to such delivery upon each national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such Share Settlement pursuant to a Redemption or Direct Exchange, including the Stock Exchange, if applicable (it being understood that any such shares may be subject to transfer restrictions under applicable securities Laws). The Corporation covenants that all shares of Class A Common Stock issued in connection with a Share Settlement pursuant to a Redemption or Direct Exchange shall, upon issuance, be validly issued, fully paid and non-assessable. The provisions of this Article XI shall be interpreted and applied in a manner consistent with any corresponding provisions of the Corporation’s certificate of incorporation (if any).

Section 11.05 Effect of Exercise of Redemption or Direct Exchange. This Agreement shall continue notwithstanding the consummation of a Redemption or Direct Exchange by a Member and all rights set forth herein shall continue in effect with respect to the remaining Members and, to the extent the Redeeming Member has any remaining Units following such Redemption or Direct Exchange, the Redeeming Member. No Redemption or Direct Exchange shall relieve a Redeeming Member of any prior breach of this Agreement by such Redeeming Member.

Section 11.06 Tax Treatment.

(a) In connection with any Redemption or Direct Exchange, the Redeeming Member shall, to the extent it is legally entitled to deliver such form, deliver to the Manager or the Company, as applicable, a certificate, dated as of the Redemption Date, in a form reasonably acceptable to the Manager or the Company, as applicable, certifying as to such Redeeming Member’s taxpayer identification number and that such Redeeming Member is a not a foreign person for purposes of Section 1445 and Section 1446(f) of the Code (which certificate may be an IRS Form W-9 if then sufficient for such purposes under applicable Law) (such certificate a “Non-Foreign Person Certificate”). If a Redeeming Member is unable to provide a Non-Foreign Person Certificate in connection with a Redemption or a Direct Exchange, then (i) such Redeeming Member and the Company shall cooperate to provide any other certification or determination described in Treasury Regulation Sections 1.1446(f)-2(b) and 1.1446(f)-2(c) or otherwise permitted under applicable Law at the time of such Redemption or Direct Exchange, and the Manager or the Company, as applicable, shall be permitted to withhold on the amount realized by such Redeeming Member in respect of such Redemption or Direct Exchange to the extent required under in Section 1446(f) of the Code and Treasury Regulations thereunder after taking into account the certificate or other determination provided pursuant this sentence and (ii) upon request and to the extent permitted under applicable Law, the Company shall deliver a certificate pursuant to Treasury Regulations Section 1.1445-11T(d)(2) certifying that fifty percent (50%) or more of the value of the gross assets of the Company does not consist of “U.S. real property interests” (as used in Treasury Regulations Section 1.1445-11T), or that ninety percent (90%) or more of the value of the gross assets of the Company does not consist of “U.S. real property interests” plus “cash or cash equivalents” (as used in Treasury Regulations Section 1.1445-11T); provided, that if the Company is not legally entitled to provide the certificate described in clause (ii), the Corporation shall be permitted to withhold on the amount realized by such Redeeming Member in respect of such Redemption or Direct Exchange to the extent required under in Section 1445 of the Code and Treasury Regulations.

(b) Unless otherwise required by applicable Law, the parties hereto acknowledge and agree that a Redemption or a Direct Exchange, as the case may be, shall be treated as a taxable sale by the Redeeming Member of the Redeeming Member’s Common Units (together with an equal number of shares of Class B Common Stock) to the Corporation in exchange for (A) the payment by the Corporation of the Cash Settlement or Share Settlement or other applicable consideration and (B) corresponding payments under the Tax Receivable Agreement for U.S. federal and applicable state and local income tax purposes. Within thirty (30) days following the Redemption Date, the Corporation shall deliver a Section 743 notification to the Company in accordance with Treasury Regulation Section 1.743-1(k)(2).

ARTICLE XII.

ADMISSION OF MEMBERS

Section 12.01 Substituted Members. Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

Section 12.02 Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.

ARTICLE XIII.

WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 13.01 Withdrawal and Resignation of Members. Except pursuant to Section 10.06 in the event of the Transfer of all of the Units of a Member or the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.

ARTICLE XIV.

DISSOLUTION AND LIQUIDATION

Section 14.01 Dissolution. The Company shall not be dissolved by the admission of Additional Members or Substituted Members or the attempted withdrawal, removal, dissolution, bankruptcy or resignation of a Member. The Company shall dissolve, and its affairs shall be wound up, upon:

(a) the decision of the Manager together with the written approval of the Common Unitholders (other than the Manager) holding a majority of the Common Units (other than the Common Units held by the Manager) to dissolve the Company (excluding for purposes of such calculation the Corporation and all Common Units held directly or indirectly by it);

(b) a dissolution of the Company under Section 18-801(4) of the Delaware Act, unless the Company is continued without dissolution pursuant thereto; or

Except as otherwise set forth in this Article XIV, the Company is intended to have perpetual existence. An Event of Withdrawal shall not in and of itself cause a dissolution of the Company and the Company shall, to the fullest extent permitted by law, continue in existence subject to the terms and conditions of this Agreement.

Section 14.02 Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members, including all expenses incurred in connection with the liquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and

(c) following satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the final Business Day of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation).

The distribution of cash or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Section 14.03 Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and to the fullest extent permitted by

applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind shall first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property so distributed.

Section 14.04 Cancellation of Certificate. On completion of the winding up of the Company as provided herein, the Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Section 14.05 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to Sections 14.02 and 14.03 in order to minimize any losses otherwise attendant upon such winding up.

Section 14.06 Return of Capital. The Liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from assets of the Company).

ARTICLE XV.

GENERAL PROVISIONS

Section 15.01 Power of Attorney.

(a) Each Member hereby constitutes and appoints the Manager (or the Liquidator, if applicable) with full power of substitution, as his, her or its true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof which the Manager deems appropriate or necessary to form, qualify, or continue the qualification of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all instruments which the Manager deems appropriate or necessary to reflect any amendment, change,

modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the Manager deems appropriate or necessary to reflect the dissolution, winding up and termination of the Company pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, substitution or resignation of any Member pursuant to Article XII or XIII; and

(ii) sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the reasonable judgment of the Manager, to evidence, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Members hereunder or is consistent with the terms of this Agreement, in the reasonable judgment of the Manager, to effectuate the terms of this Agreement.

(b) The foregoing power of attorney is coupled with an interest and, to the fullest extent permitted by law, irrevocable, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the transfer of all or any portion of his, her or its Units and shall extend to such Member’s heirs, successors, assigns and personal representatives.

Section 15.02 Confidentiality.

(a) Each of the Members (other than the Corporation) agrees to hold the Company’s Confidential Information in confidence and may not disclose or use such information except as otherwise authorized separately in writing by the Manager. “Confidential Information” as used herein includes all non-public information concerning the Company or its Subsidiaries including, but not limited to, ideas, financial product structuring, business strategies, innovations and materials, all aspects of the Company’s or any of its Subsidiaries’ business plan, proposed operation and products, corporate structure, financial and organizational information, analyses, proposed partners, software code and system and product designs, employees and their identities, equity ownership, the methods and means by which the Company or such Subsidiary plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property associated with the Company’s and such Subsidiary’s business. With respect to each Member, Confidential Information does not include information or material that: (a) is rightfully in the possession of such Member at the time of disclosure by the Company or any of its Subsidiaries; (b) before or after it has been disclosed to such Member by the Company, becomes part of public knowledge, not as a result of any action or inaction of such Member in violation of this Agreement; (c) is approved for release by written authorization of the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company or of the Corporation, or any other officer designated by the Manager; (d) is disclosed to such Member or their representatives by a third party not, to the knowledge of such Member, in violation of any obligation of confidentiality owed to the Company or any of its Subsidiaries with respect to such information; or (e) is now or in the future independently developed by such Member or their respective representatives without use of, or reference to, the Confidential Information.

(b) Solely to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement, each of the Members may disclose Confidential Information to its Subsidiaries, Affiliates, partners, members, stockholders, managers, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents, on the condition that such Persons keep the Confidential Information confidential to the same extent as such Member is required to keep the Confidential Information confidential; provided, that such Member shall remain liable with respect to any breach of this Section 15.02 by any such Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents (as if such Persons were party to this Agreement for purposes of this Section 15.02).

(c) Notwithstanding Section 15.02(a) or Section 15.02(b), each of the Members may disclose Confidential Information (i) to the extent that such Member is required by Law (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, (ii) for purposes of reporting to its stockholders and direct and indirect equity holders (each of whom are bound by customary confidentiality obligations) the performance of the Company and its Subsidiaries and for purposes of including applicable information in its financial statements to the extent required by applicable Law or applicable accounting standards; or (iii) to any bona fide prospective purchaser of the equity or assets of a Member, or the Common Units held by such Member, or a prospective merger partner of such Member (provided that, in each case, such Member determines in good faith that such prospective purchaser or merger partner would be a Permitted Transferee), (provided, that (i) such Persons shall be informed by such Member of the confidential nature of such information and shall agree in writing to keep such information confidential in accordance with the contents of this Agreement and (ii) each Member shall be liable for any breaches of this Section 15.02 by any such Persons (as if such Persons were party to this Agreement for purposes of this Section 15.02)). Notwithstanding any of the foregoing, nothing in this Section 15.02 shall restrict in any manner the ability of the Corporation to comply with its disclosure obligations under Law, and the extent to which any Confidential Information is necessary or desirable to disclose.

Section 15.03 Amendments. Except as otherwise contemplated by this Agreement, including pursuant to Section 3.02(c), this Agreement may be amended or modified upon the written consent of the Manager, together with the written consent of the holders (other than the Manager) of a majority of the Common Units then outstanding (excluding all Common Units held directly or indirectly by the Corporation). Notwithstanding the foregoing, no amendment or modification:

(a) to this Section 15.03 that would adversely affect the Members may be made without the prior written consent of the Manager and each of the Members;

(b) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter; and

(c) to any of the terms and conditions of this Agreement which would (A) reduce the amounts distributable to a Member pursuant to Articles IV and XIV in a manner that is not pro rata with respect to all Members, (B) increase the liabilities of such Member hereunder, (C) otherwise materially and adversely affect a holder of Units (with respect to such Units) in a manner materially disproportionate to any other holder of Units of the same class or series (with respect to such Units) (other than amendments, modifications and waivers necessary to implement the provisions of Article XII) or (D) materially and adversely affect the rights of any Member under Article XI, shall be effective against such affected Member or holder of Units, as the case may be, without the prior written consent of such Member or holder of Units, as the case may be.

Notwithstanding any of the foregoing, the Manager may make any amendment to this Agreement (i) of an administrative nature that is necessary in order to implement the substantive provisions hereof, without the consent of any other Member; provided, that any such amendment does not adversely change the rights of the Members hereunder in any respect, or (ii) to reflect any changes to the Class A Common Stock or Class B Common Stock or the issuance of any other capital stock of the Corporation.

Section 15.04 Title to Company Assets. Company assets shall be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such assets of the Company or any portion thereof. The Company shall hold title to all of its property in the name of the Company and not in the name of any Member. All assets of the Company shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such assets is held. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in payment of, any individual obligation of any Member.

Section 15.05 Addresses and Notices. Any notice, request, demand or instruction specified or permitted by this Agreement shall be in writing and shall be either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid) to the Company or by electronic mail at the address set forth below and to any other recipient and to any Member at such address as indicated by the Company’s records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally or sent by telecopier (provided that confirmation of transmission is received), three (3) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service or if sent by electronic mail, upon the relevant email entering the recipient’s server. Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof signed by the Person entitled to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the giving of such notice.

To the Company:

Solo Brands, Inc.

1070 S. Kimball Ave., Suite 121

Southlake, Texas 76092

Attn: John Merris

E-mail:

with a copy (which copy shall not constitute notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Ian Schuman, John Chory and Adam Gelardi

E-mail:

To the Corporation:

Solo Brands, Inc.

1070 S. Kimball Ave., Suite 121

Southlake, Texas 76092

Attn: John Merris

E-mail:

with a copy (which copy shall not constitute notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Ian Schuman, John Chory and Adam Gelardi

E-mail:

To the Members, as set forth on Schedule 2.

Section 15.06 Binding Effect; Intended Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.07 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company (other than Indemnified Persons in their capacity as such) or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in Profits, Losses, Distributions, capital or property of the Company other than as a secured creditor.

Section 15.08 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.09 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.

Section 15.10 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any suit, dispute, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be heard in the state or federal courts of

the State of Delaware, and the parties hereby consent to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT) AND SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY AT THE ADDRESS REFERRED TO IN SECTION 15.05 (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH WRITTEN NOTICE OF SUCH SERVICE TO SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH PARTY.

Section 15.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 15.12 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement or contemplated hereby, or entered into by the Company in accordance herewith, and any amendments hereto or thereto, to the extent signed and delivered by means of an electronic signature or an electronic transmission, including by a facsimile machine or via email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of electronic signature or electronic transmission to execute or deliver a document or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.

Section 15.14 Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.14.

Section 15.15 Entire Agreement. This Agreement, those documents expressly referred to herein (including the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement), any indemnity agreements entered into in connection with the Prior LLC Agreement with any member of the board of directors at that time, those documents entered into in connection with the recapitalization or reorganization transactions (as described in the Recitals) of the Company and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 15.16 Remedies. Each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any Law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by Law.

Section 15.17 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement shall be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “either” and “any” shall not be exclusive. The word “or” shall be disjunctive but not exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. To the fullest extent permitted by law, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Amended and Restated Limited Liability Company Agreement as of the date first written above.


COMPANY:

SOLO STOVE HOLDINGS, LLC

		By:
		Name:
		Title:

CORPORATION:

SOLO BRANDS, INC.

		By:
		Name:
		Title:

		MEMBERS:

		[•]

		By:
		Name:
		Title:

		[•]

		By:
		Name:
		Title:

		[•]

		[•]

[Signature Page to Amended and Restated Operating Agreement]

SCHEDULE 1

SCHEDULE OF PRE-IPO MEMBERS


Member	Class A Units	Class B Units	Incentive Units
	—
	—
	—

SCHEDULE 2*

SCHEDULE OF MEMBERS

Member

Common Units
(Vested)

Common Units
(Unvested)

Contact
Information
for Notice

[ • ]

—

[ • ]

Total

This Schedule of Members shall be updated from time to time on the books and records of the Company to reflect any adjustment with respect to any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Common Units, or to reflect any additional issuances of Common Units pursuant to this Agreement.

Exhibit A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of _________________, 20___ (this “Joinder”), is delivered pursuant to that certain Amended and Restated Limited Liability Company Agreement, dated as of [ • ], 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “LLC Agreement”) of Solo Stove Holdings, LLC, a Delaware limited liability company (the “Company”), by and among the Company, Solo Brands, Inc., a Delaware corporation and the managing member and Manager of the Company (the “Corporation”), and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the LLC Agreement.

Joinder to the LLC Agreement. Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is admitted as and hereafter shall be a Member under the LLC Agreement and a party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the LLC Agreement as if it had been a signatory thereto as of the date thereof.

Incorporation by Reference. All terms and conditions of the LLC Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.

Address. All notices under the LLC Agreement to the undersigned shall be direct to:

[Name]

[Address]

[City, State, Zip Code]

Attn:

Facsimile:

E-mail:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.


[NAME OF NEW MEMBER]

By:
Name:
Title:

Acknowledged and agreed

as of the date first set forth above:


SOLO STOVE HOLDINGS, LLC

By: SOLO BRANDS, INC., its Manager

By:
Name:
Title:

Exhibit B-1

FORM OF AGREEMENT AND CONSENT OF SPOUSE

The undersigned spouse of _____________________________ (the “Member”), a party to that certain Amended and Restated Limited Liability Company Agreement, dated as of [ • ], 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) of Solo Stove Holdings, LLC, a Delaware limited liability company (the “Company”), by and among the Company, Solo Brands, Inc., a Delaware corporation and the managing member and Manager of the Company, and each of the Members from time to time party thereto (capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Agreement), acknowledges on his or her own behalf that:

I have read the Agreement and understand its contents. I acknowledge and understand that under the Agreement, any interest I may have, community property or otherwise, in the Units owned by the Member is subject to the terms of the Agreement which include certain restrictions on Transfer.

I hereby consent to and approve the Agreement. I agree that said Units and any interest I may have, community property or otherwise, in such Units are subject to the provisions of the Agreement and that I will take no action at any time to hinder operation of the Agreement on said Units or any interest I may have, community property or otherwise, in said Units.

I hereby acknowledge that the meaning and legal consequences of the Agreement have been explained fully to me and are understood by me, and that I am signing this Agreement and consent without any duress and of free will.

Dated: _____________________________


[NAME OF SPOUSE]

By:
Name:

Exhibit B-2

FORM OF SPOUSE’S CONFIRMATION OF SEPARATE PROPERTY

I, the undersigned, the spouse of _____________________________ (the “Member”), who is a party to that certain Amended and Restated Limited Liability Company Agreement, dated as of [ • ], 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) of Solo Stove Holdings, LLC, a Delaware limited liability company (the “Company”), by and among the Company, Solo Brands, Inc., a Delaware corporation and the managing member and Manager of the Company, and each of the Members from time to time party thereto (capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Agreement), acknowledge and confirm on that the Units owned by said Member are the sole and separate property of said Member, and I hereby disclaim any interest in same.

I hereby acknowledge that the meaning and legal consequences of this Member’s spouse’s confirmation of separate property have been fully explained to me and are understood by me, and that I am signing this Member’s spouse’s confirmation of separate property without any duress and of free will.

Dated: _____________________________


[NAME OF SPOUSE]

By:
Name:

Exhibit 10.5

STOCKHOLDERS AGREEMENT OF

SOLO BRANDS, INC.

THIS STOCKHOLDERS AGREEMENT, dated as of [ 🌑 ], 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Solo Brands, Inc., a Delaware corporation (the “Corporation”) and the parties listed hereto on Schedule I (each, a “Summit Party” and collectively, the “Summit Parties”) and certain equityholders of the Corporation set forth on Schedule II (the “Other Stockholders”). Certain terms used in this Agreement are defined in Section 7. The Summit Investors and the Other Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.”

RECITALS

WHEREAS, each Summit Party owns, directly or indirectly, outstanding limited liability company interests in Solo Stove Holdings, LLC, a Delaware limited liability company (“Solo Stove LLC”), which limited liability company interests constitute and are defined as “Common Units” pursuant to the Amended and Restated Limited Liability Company Agreement of Solo Stove LLC, dated as of [ 🌑 ], 2021, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “LLC Agreement” and such limited liability company interests, the “Common Units”), which LLC Agreement amended and restated that certain Limited Liability Company Agreement of Solo Stove LLC, dated as of October 9, 2020 (the “Prior LLC Agreement”);

WHEREAS, certain Executive Stockholders are party to that certain Amended and Restated Limited Liability Company Agreement of SP SS Blocker Parent, LLC, a Delaware limited liability company (“Blocker”), dated October 9, 2020 (the “Blocker LLC Agreement”);

WHEREAS, certain Stockholders are party to that certain Limited Liability Company Agreement of SS Management Aggregator, LLC (the “Aggregator”), dated October 9, 2020 (the “Aggregator LLC Agreement”);

WHEREAS, the Corporation is contemplating an offering and sale of the shares of Class A common stock, par value $0.[001] per share, of the Corporation (the “Class A Common Stock”) in an underwritten initial public offering (the “IPO”) and using a portion of the net proceeds received from the IPO to purchase Common Units;

WHEREAS, pursuant to that certain Common Unit Subscription Agreement by and between the Corporation and Solo Stove LLC, dated as of [ 🌑 ], 2021 (the “Common Unit Subscription Agreement”), the Corporation will hold Common Units;

WHEREAS, upon consummation of the transactions contemplated by the Common Unit Subscription Agreement, it is contemplated that the Corporation will be admitted as a member, and appointed as the sole managing member of Solo Stove LLC;

WHEREAS, in connection with, and prior to, the consummation of the IPO, it is anticipated that the Summit Parties, the Corporation and certain of their respective affiliates will enter into a series of related transactions pursuant to which the Summit Parties will become holders of the Corporation’s Class B Common Stock, par value $0.[001] per share (the “Class B Common Stock”);

WHEREAS, in connection with the IPO, certain of the Stockholders are eligible to exchange their equity securities in Holdings or Aggregator, as applicable, for shares of Class A Common Stock of the Corporation pursuant to the terms of the LLC Agreement;

WHEREAS, the Corporation and the Stockholders are entering into this Agreement to, among other things, continue certain of the covenants, obligations and agreements currently set forth in Article IX of the Prior LLC Agreement, Article IX of the Aggregator LLC Agreement, and Article VII of the Blocker LLC Agreement, regarding the sale of shares of Common Stock of the Corporation held by Other Holders (as defined below);

WHEREAS, immediately following the consummation of the IPO, the Summit Parties (together with any Permitted Transferees of the Summit Parties, in such capacity, the “Summit Related Parties”) will be the record holders of shares of Class A Common Stock and Class B Common Stock; and

WHEREAS, in order to induce the Summit Parties (x) to approve the sale and issuance of Common Units by Solo Stove LLC to the Corporation and the appointment of the Corporation as the sole managing member of Solo Stove LLC in connection with the IPO and (y) to take such other actions as shall be necessary to effectuate the transactions contemplated by the IPO, the parties hereto desire to set forth their agreement with respect to the matters set forth herein in connection with their respective investments in the Corporation.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Summit Parties agree as follows:

Agreement

Section 1. Election of the Board of Directors.

(a) Subject to this Section 1(a), the Summit Parties shall be entitled to designate for nomination by the Corporation’s board of directors (the “Board”) in any applicable election up to that number of individuals, which, assuming all such individuals are successfully elected to the Board, when taken together with any incumbent Summit Director(s) not standing for election in such year, would result in there being four (4) Summit Directors on the Board, one of whom shall be designated as the Chairperson of the Board (unless the Summit Related Parties, in their sole discretion, designate a Director other than a nominee of the Summit Related Parties as the Chairperson of the Board). To the extent possible, the Summit Directors shall be apportioned among separate classes of the three (3) classes of Directors. The right of the Summit Related Parties to designate the Summit Directors as set forth in this Section 1(a) shall be subject to the following: (i) if at any time the Summit Related Parties Beneficially Own, directly or indirectly, in the aggregate less than thirty percent (30%) but at least twenty percent (20%) or more of the Original Amount, the Summit Related Parties shall only be entitled to designate two (2) individuals for nomination pursuant to the first sentence of this Section 1(a), and (ii) if at any time the Summit Related Parties Beneficially Own, directly or indirectly, in the aggregate less than twenty percent (20%) but at least five percent (5%) or more of the Original Amount, the Summit Related Parties shall only be entitled to designate one (1) individual for nomination pursuant to the first sentence of this Section 1(a). The Summit Related Parties shall not be entitled to designate any individuals for nomination pursuant to the first sentence of this Section 1(a) in accordance with this Section 1(a) if at any time the Summit Related Parties Beneficially Own, directly or indirectly, in the aggregate less than five percent (5%) of the Original Amount.

(b) At any time the Summit Related Parties shall be entitled to nomination rights under this Agreement, the Corporation shall not increase or decrease the number of Directors serving on the Board without the prior written consent of the Summit Related Parties.

(c) Subject to Section 1(a), the Stockholders hereby agree to vote, or cause to be voted, all outstanding shares of Class A Common Stock and Class B Common Stock, as applicable, held by such Stockholder (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action (including acting by consent) to cause the election or removal of the Summit Directors as a Director, as provided herein.

(d) For so long as the Summit Related Parties Beneficially Own, directly or indirectly, in the aggregate at least thirty percent (30%) of the Original Amount, the Summit Related Parties shall have the right to designate one member of each committee of the Board; provided, that any such designee shall be a Director and shall be eligible to serve on the applicable committee under applicable law or stock exchange listing standards, including any applicable independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and any applicable phase-in periods). Any additional committee members shall be determined by the Board.

Section 2. Vacancies and Replacements.

(a) No reduction in the number of shares of Common Stock that the Summit Related Parties Beneficially Owns shall shorten the term of any incumbent Director.

(b) The Summit Related Parties shall have the sole right to request that one or more of their designated Directors, as applicable, tender their resignations as Directors of the Board (each, a “Removal Right”), in each case, with or without cause at any time, by sending a written notice to such Director and the Corporation’s Secretary stating the name of the Director or Directors whose resignation from the Board is requested (the “Removal Notice”). If the Director subject to such Removal Notice does not resign within thirty (30) days from receipt thereof by such Director, the Summit Related Parties, as holders of Class A Common Stock and Class B Common Stock, the Corporation and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Corporation’s stockholders, shall thereafter take all Necessary Action, including voting in accordance with Section 1(c) to cause the removal of such Director from the Board.

(c) The Summit Related Parties shall have the exclusive right to designate a replacement Director for nomination or election by the Board to fill vacancies created as a result of not designating their Directors initially or by death, disability, retirement, resignation, removal (with or without cause) of their Directors, or otherwise by designating a successor for nomination or election by the Board to fill the vacancy of their Directors created thereby on the terms and subject to the conditions of Section 1.

Section 3. Initial Directors.

The initial Summit Directors pursuant to Section 1(a) shall be Matthew Guy-Hamilton (as a Class III Director) and Paul Furer (as a Class II Director).

Section 4. Restrictions on Transfer of Common Stock.

(a) General Restrictions on Transfer. Except as otherwise expressly provided in this Section 4, an Other Holder may Transfer Other Holder Shares only at such time as a Summit Investor is also selling Common Stock in a Sale Transaction and then only up to a number of shares of Common Stock (a “Transfer Amount”) equal to the product of (1) the aggregate number of Other Holder Shares held by such Other Holder immediately prior to such Sale Transaction (excluding for this purpose shares of Common Stock that are already transferable by such Other Holder as a result of one or more Transfer Amounts available to such Other Holder as a result of the application of the next occurring proviso below) multiplied by (2) a fraction, the numerator of which is the aggregate number of shares of Common Stock being sold by the Summit Investors in such Sale Transaction and the denominator of which is the total number of shares of

Common Stock held by all Summit Investors immediately prior to such Sale Transaction; provided that, if at the time of any Sale Transaction by a Summit Investor (including as part of the IPO), an Other Holder chooses not to Transfer any Transfer Amount or is otherwise restricted from Transferring or not permitted to Transfer all or any portion of any Transfer Amount at such time (including as part of the IPO), such Other Holder shall retain the right to Transfer an aggregate number of shares of Common Stock equal to such prior Transfer Amount(s) not previously sold by such Other Holder. Upon the written request from time to time of any Other Holder, the Corporation shall inform such Other Holder of the number of shares of Common Stock that such Other Holder may transfer in reliance on this Section 4 subject to the terms and conditions hereof.

(b) Notification of Planned Sale Transactions. In the event that a Summit Investor plans to sell Common Stock in a Sale Transaction, such Summit Investor will notify the Corporation in writing as promptly as practicable in advance of such Sale Transaction, and the Corporation will, within three (3) days after receiving such notice from such Summit Investor, notify each Other Holder in writing of the proposed Sale Transaction, which written notice shall set forth (i) such Other Holder’s Transfer Amount as a result of such Sale Transaction and (ii) the number of shares of Common Stock, if any, that are already transferable by such Other Holder as a result of one or more Transfer Amounts available to such Other Holder as a result of the application of the proviso in the first sentence of Section 4(a).

(c) Permitted Transfers. The restrictions on transfer set forth in Section 4(a) shall not apply to any Transfer of Common Stock to a Permitted Transferee; provided that the restrictions contained in this Agreement will continue to be applicable to such Common Stock after any Transfer pursuant to this Section 4(c) and such Permitted Transferee shall agree to be a party to this Agreement on the same terms as the transferor and shall sign a joinder to this Agreement in form and substance reasonably acceptable to the Corporation and the Majority Summit Investors. At least fifteen (15) days prior to the Transfer of Common Stock pursuant to this Section 4(c), the transferee(s) will deliver a written notice to the Corporation, which notice shall disclose in reasonable detail the identity of such transferee(s).

(d) Applicability of Restrictions on Transfer. Notwithstanding anything in this Agreement to the contrary, the restrictions on transfer set forth in this Section 4 shall not apply to any shares of Common Stock acquired or received by a Stockholder after the closing of the IPO (other than pursuant to the LLC Agreement), except as a result of a stock split, dividend, or similar transaction on shares of Common Stock held as of the IPO.

(e) Registration Rights Agreement. Upon execution of this Agreement, the Corporation confirms and agrees to the Stockholders that it hereby expressly assumes all of the obligations of “Holdings” under that certain Registration Agreement, dated October 9, 2020, by and among certain of the Summit Investors, the Bertram Investors, and certain other parties thereto (the “Registration Agreement”).

(f) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Common Stock in violation of any provision of this Agreement shall be void, and the Corporation shall not record such Transfer on its books or treat any purported transferee of such Common Stock as the owner of such Common Stock for any purpose.

Section 5. Covenants of the Corporation and the Summit Related Parties.

(a) The Board and the Corporation agree to use their reasonable best efforts take all Necessary Action (subject to the Board’s fiduciary duties) to (i) cause the Board to be comprised of at least [___] (_) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next

annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules; (iv) cause a Summit Director to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Section 4.

(b) The Summit Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter, Bylaws or applicable Securities Laws, then the Board shall inform the Summit Related Parties of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the Summit Related Parties (subject to this Section 5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action (subject to the Board’s fiduciary duties) required by this Section 5 with respect to the nomination, appointment or election of such substitute designees to the Board.

(c) For so long as the Summit Related Parties are permitted to nominate a Summit Director, the Corporation agrees not to cause Solo Stove LLC to authorize or issue any additional classes of Equity Securities (as defined in the LLC Agreement) other than Common Units (as defined in the LLC Agreement) without the prior written consent of a majority of the Summit Directors then in office.

Section 6. Termination.

This Agreement shall terminate upon the earliest to occur of any one of the following events (each a “Stockholders Agreement Termination Event”):

(a) the Summit Related Parties ceasing to own any shares of Common Stock held as of the IPO;

(b) the four (4) year anniversary of the IPO; or

Notwithstanding the foregoing, nothing in this Agreement shall modify, limit or otherwise affect, in any way, the rights of the Summit Related Parties set forth in Section 1 or any and all rights to indemnification, exculpation or contribution owed by any of the parties hereto, to the extent arising out of or relating to events occurring prior to the date of termination of this Agreement or the date the rights and obligations of such party under this Agreement terminates in accordance with this Section 6.

Section 7. Definitions.

As used in this Agreement, any term that it is not defined herein, shall have the following meanings:

“Affiliate” of any particular Person means (i) any other Person controlling, controlled by or under common control or common investment management with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, and such “control” shall be conclusively presumed if any Person owns 50% or more of the voting capital stock or other equity securities, directly or indirectly, of any other Person, (ii) if such Person is a partnership (including limited partnership) or limited liability company, any partner or member thereof and (iii) without limiting the foregoing and with respect only to the Summit Investors and the Bertram Investors, any investment fund controlled by, as applicable, Summit Partners, L.P. or of which Summit Partners, L.P. serves as investment adviser or any other Person controlled by a majority-in-interest of its direct and indirect partners and members, or Bertram Capital Management, LLC or of which Bertram Capital Management serves as investment adviser or any other Person controlled by a majority-in-interest of its direct and indirect partners and members.

“Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Corporation.

“Bertram Investors” shall mean [______] and their Permitted Transferees.

“Board” means the board of directors of the Corporation.

“Bylaws” means the amended and restated bylaws of the Corporation, dated as of the date hereof, as the same may be further amended, restated, amended and restated or otherwise modified from time to time.

“Charter” means the amended and restated certificate of incorporation of the Corporation, effective as of the date hereof, as the same may be further amended, restated, amended and restated or otherwise modified from time to time.

“Common Stock” means (i) shares of the Class A Common Stock, (ii) shares of Class B Common Stock, and (iii) all Underlying Class A Shares.

“Director” means a member of the Board.

“Estate Planning Vehicle” means, with respect to any Person that is a natural person, (a) a trust which is at all times controlled by such Person under which a distribution of such trust’s Common Stock may be made only to beneficiaries who are such Person, his or her spouse, his or her parents or his or her lineal descendants, (b) a charitable remainder trust which is at all times controlled by such Person, the income from which will be paid to such Person during his or her life, (c) a corporation, the sole assets of which are Common Stock, and at all times the majority and controlling shareholder of which is only such Person and the remaining shareholders of which are either such Person or his or her spouse, his or her parents or his or her lineal descendants and (d) a partnership or limited liability company, the sole assets of which are Common Stock, and at all times the general partner or managing or majority member of which is only such Person, and the remaining partners or members of which are either such Person or his or her spouse, his or her parents or his or her lineal descendants.

“Executive” means any Person rendering services to the Corporation or any of its Subsidiaries as an officer, manager, employee or independent contractor; provided that no Summit Investor or Bertram Investor shall be an “Executive” hereunder; provided further that none of Jan Brothers Holdings, Inc., Jeff Jan or Spencer Jan shall be an “Executive” hereunder.

“Executive Stockholder” means any Stockholder who is or was an Executive or any Stockholder which has any direct or indirect stockholders, partners, trust grantors, beneficiaries, members or other owners who are or were Executives or Permitted Transferees of Executives.

“Family Group” means, as to any particular natural person, (i) such person’s spouse and descendants (whether natural or adopted), (ii) any trust solely for the benefit of such person or such person’s spouse or descendants or other trusts solely for the benefit of the foregoing and (iii) any partnerships, corporations or limited liability companies where the only partners, shareholders or members are such person or such person’s spouse, descendants or trusts referred to in clause (ii) of this definition.

“Investor Affiliated Person” means, with respect to any Summit Investor or Bertram Investor, any current or former officer, employee, manager, director, (direct or indirect) member, (direct or indirect) partner or co-investor of any of the Summit Investors or any current or former officer, employee, manager, director, (direct or indirect) member, (direct or indirect) partner or coinvestor of any affiliated investment fund, management entity or investment vehicle of, as applicable, any Summit Investor (including, for the avoidance of doubt, the admittance of new limited partners or transfers among limited partners of any investment fund or management entity affiliated with Summit Partners, L.P.) or any Bertram Investor (including, for the avoidance of doubt, the admittance of new limited partners or transfers among limited partners of any investment fund or management entity affiliated with Bertram Capital Management, LLC), or any Affiliate or member of the Family Group of any of the foregoing.

“Majority Summit Investors” shall mean the Summit Investors holding a majority of the Common Stock held by all Summit Investors.

“Necessary Action” means, with respect to a specified result, all commercially reasonable actions required to cause such result that are within the power of a specified Person, including (i) voting or providing a consent or proxy with respect to the equity securities owned by the Person obligated to undertake the necessary action, (ii) causing any Director appointed or designated by, or affiliated with or employed by, such specified Person to vote in favor of or consent to the specified result, (iii) voting in favor of the adoption of stockholders’ resolutions and amendments to the organizational documents of the Corporation, (iv) executing (or causing such Person’s employees or representatives to execute) agreements and instruments, and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Nominating and Corporate Governance Committee” means the nominating and corporate governance committee of the Board or any committee of the Board authorized to perform the function of recommending to the Board the nominees for election as Directors or nominating the nominees for election as Directors.

“Original Amount” means the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Corporation’s capitalization.

“Other Holder” means an Other Stockholder and its Permitted Transferees.

“Other Holder Shares” means a number of shares of Common Stock equal to the shares of Common Stock held by an Other Holder as of the closing of the IPO (as adjusted for any stock split, dividend, or similar transaction).

“Permitted Transferees” means, (i) with respect to any Person who is an individual or a member of the Family Group of an individual, a member of such Person’s Family Group, for so long as such Person remains a member of such Person’s Family Group, (ii) with respect to any Person who is an individual, the executors, conservators and representatives of such Person in the event of the death or permanent disability of such Person, (iii) with respect to any Person that is an entity (other than any Executive Stockholder), any of such Person’s controlled Affiliates (or Affiliates described in clause (iii) of the definition of Affiliates), and (iv) with respect to any Stockholder Entity, any Person that is a Stockholder Entity Holder, (v) with respect to any Summit Investor or Bertram Investor, any Investor Affiliated Person, or (vi) with respect to a natural person and for estate-planning purposes of such Member, an Estate Planning Vehicle of such Person.

“Person” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity or organization, including a government or any subdivision or agency thereof.

“Public Sale” means any sale of Common Stock (i) to the public pursuant to an offering registered under the Securities Act, and (ii) to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in effect) effected through a broker, dealer or market maker.

“Sale Transaction” means a Public Sale or in any other transaction in which an Summit Investor Transfers shares of Common Stock to a party other than a Permitted Transferee.

“Securities Laws” means the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

“Stockholder Entity” means any Stockholder that is a corporation, limited liability company, partnership or other entity (other than any Summit Investor or Bertram Investor).

“Stockholder Entity Holders” means, collectively, each of the holders of Stockholder Entity Securities.

“Stockholder Entity Securities” means any outstanding equity securities or rights to acquire equity securities of any kind or outstanding indebtedness of any Stockholder Entity.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, trust or other form of legal entity, of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions, or (ii) such first Person is a general partner or managing member (excluding partnerships in which such Person or any Subsidiary thereof does not have a majority of the voting interests in such partnership).

“Summit Director” means any Director who had initially been designated nomination by the Summit Related Parties in accordance with Section 1(a).

“Summit Investors” means Summit Parties and their Permitted Transferees.

limited liability company, partnership, association or other business entity (other than a corporation), a majority of membership, partnership or other similar ownership interest thereof or the power to elect or appoint a majority of the managers or governing body thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, and without limitation, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the sole, or a majority of the, managing director(s), managing member(s), manager(s), board of managers or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Corporation.

“Transfer” means any direct or indirect sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law) or the acts thereof or an offer or agreement to do the foregoing. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings. Notwithstanding the foregoing but subject to the next sentence, a transfer of any direct or indirect interest in an institutional investor that is a Stockholder or a direct or indirect owner of a Stockholder shall not constitute a “Transfer” for purposes of this Agreement. For the avoidance of doubt, a Transfer of any interest in any entity that is not an institutional investor that is a Stockholder or a direct or indirect owner of a Stockholder shall be deemed a Transfer for purposes of this Agreement.

“Underlying Class A Shares” means all shares of Class A Common Stock issuable upon redemption of Common Units (including under the LLC Agreement), assuming all such Common Units are redeemed for Class A Common Stock on a one-for-one basis.

Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without limitation”; (vi) each defined term has its defined meaning throughout this Agreement, whether the definition of such term appears before or after such term is used; and (vii) the word “or” shall be disjunctive but not exclusive. References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto. References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

Section 8. Choice of Law and Venue; Waiver of Right to Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A DELAWARE FEDERAL OR STATE COURT, OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER APPROPRIATE JURISDICTION.

(b) IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR IF (AND ONLY IF) SUCH COURT FINDS IT LACKS SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE (COMPLEX COMMERCIAL DIVISION), OR IF UNDER APPLICABLE LAW, SUBJECT MATTER JURISDICTION OVER THE MATTER THAT IS THE SUBJECT OF THE ACTION OR PROCEEDING IS VESTED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND APPELLATE COURTS FROM ANY THEREOF, WITH RESPECT TO ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION 8(B) AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS; (3) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; (4) AGREE TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT; (5) AGREE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH HEREIN FOR COMMUNICATIONS TO SUCH PARTY; (6) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (7) AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 9. Remedies.

The Corporation and the Stockholders shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and that the Corporation or any Stockholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement either as an exclusive remedy or in combination with claims for monetary damages.

Section 10. Notices.

Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by electronic mail, or by first class mail, or by Federal Express or other similar courier or other similar means of communication, as follows:

(a) If to the Summit Parties, addressed as follows:

c/o Summit Partners, L.P.

222 Berkeley Street, 18th Floor

Attn: Matthew Guy-Hamilton

E-mail:

with a copy (which copy shall not constitute notice) to:

Kirkland & Ellis LLP

200 Clarendon Street

Boston, Massachusetts 02116

Attn: Matthew D. Cohn, P.C.; Dave Gusella

E-mail:

(b) If to the Corporation, addressed as follows:

Solo Brands, Inc.

1070 S. Kimball Ave., Suite 121

Southlake, Texas 76092

Attn: Kent Christensen

E-mail:

with a copy (which copy shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attn: Ian Schuman, John Chory and Adam Gelardi

E-mail:

or, in each case, to such other address or email address as such party may designate in writing to each party by written notice given in the manner specified herein. All such communications shall be deemed to have been given, delivered or made when so delivered by hand, on the next business day if sent by overnight courier service (with confirmed delivery) or when received if sent by first class mail, or in the case of notice by electronic mail, when the relevant email enters the recipient’s server.

Section 11. Assignment.

Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. This Agreement may not be assigned (by operation of law or otherwise) without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that each of the Stockholders is permitted to assign this Agreement to its respective Permitted Transferees in connection with a permitted transfer thereto of Common Units, Class A Common Stock or Class B Common Stock, as applicable. Furthermore, each of the Stockholders shall cause any such Permitted Transferee to become a party to this Agreement upon completion of any such permitted transfer.

Section 12. Amendment and Modification; Waiver.

This Agreement may be amended, modified or waived with the written consent of the Company and the Majority Summit Investors; provided that the definitions of “Permitted Transferees” and “Affiliates” may not be narrowed as it relates to the Other Holders, in each case without the prior written consent of the Other Holders holding a majority of the shares of Common Stock held by all Other Holders. If the terms of any such amendment, modification or waiver requiring the consent of the Summit Investors in accordance with the first sentence of this Section 12 would adversely affect in any material respect the rights and obligations of any Other Holder or group of Other Holders in an adverse manner materially different than the Summit Investors, then such amendment, modification or waiver shall also require the written consent of the holders of a majority of the Common Stock held by all Other Holders so adversely affected.

Section 13. Severability.

If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

Section 14. Counterparts.

This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

Section 15. Further Assurances.

At any time or from time to time after the date hereof, the parties hereto agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as any other party may reasonably request in order to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties hereunder.

Section 16. Titles and Subtitles.

The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 17. Representations and Warranties.

(a) Each of the Stockholders, and each Person who becomes a party to this Agreement after the date hereof, severally and not jointly and solely with respect to itself, represents and warrants to the Corporation as of the time such party becomes a party to this Agreement that (i) if applicable, it is duly authorized to execute, deliver and perform this Agreement; (ii) this Agreement has been duly executed by such party and is a valid and binding agreement of such party, enforceable against such party in accordance with its terms; (iii) the execution, delivery and performance by such party of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such party is a party or, if applicable, the organizational documents of such party; and (iv) such Stockholder is the owner of the number of equity securities of Holdings, Blocker, or the Aggregator, as applicable, set forth on Schedule III hereto as of the date hereof.

(b) The Corporation represents and warrants to each other party hereto that (i) the Corporation is duly authorized to execute, deliver and perform this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Corporation and is a valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms; and (iii) the execution, delivery and performance by the Corporation of this Agreement does not violate or conflict with or result in a breach by the Corporation of or constitute (or with notice or lapse of time or both constitute) a default by the Corporation under the Charter or Bylaws, any existing applicable law, rule, regulation, judgment, order, or decree of any governmental authority exercising any statutory or regulatory authority of any of the foregoing, domestic or foreign, having jurisdiction over the Corporation or any of its Subsidiaries or any of their respective properties or assets, or any agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any of their respective properties or assets may be bound.

Section 18. No Strict Construction.

This Agreement shall be deemed to be collectively prepared by the parties hereto, and no ambiguity herein shall be construed for or against any party based upon the identity of the author of this Agreement or any provision hereof.

Section 19. Entire Agreement.

Except as otherwise expressly set forth herein, this Agreement and the Registration Rights Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including the LLC Agreement, the Blocker LLC Agreement, and the Aggregator LLC Agreement, which agreements will terminate following and conditioned upon the closing of the IPO. For the avoidance of doubt, this Agreement shall not supersede or preempt any obligations of any Stockholder under any “lock up” agreement executed by any Stockholder in connection with any registered offering of Common Stock from time to time during the term of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.


SOLO BRANDS, INC.

By:
Name:
Title:

[Signature Page to Stockholders Agreement]


SUMMIT PARTNERS GROWTH EQUITY FUND X-A, L.P.

By: Summit Partners GE X, L.P.,
its General Partner

By: Summit Partners GE X, LLC,
its General Partner

By:
Name:
Title:

SUMMIT PARTNERS GROWTH EQUITY FUND X-A, L.P.

By: Summit Partners GE X, L.P.,
its General Partner

By: Summit Partners GE X, LLC,
its General Partner

By:
Name:
Title:

SUMMIT INVESTORS X, LLC

By: Summit Investors Management, LLC,
its Manager

By: Summit Master Company, LLC,
its Managing Member

By:
Name:
Title:

[Signature Page to Stockholders Agreement]


SUMMIT INVESTORS X (UK), L.P.

By: Summit Investors Management, LLC,
its Manager

By: Summit Master Company, LLC,
its Managing Member

By:
Name:
Title:

Schedule I

Summit Parties

Summit Partners Growth Equity Fund X-A, L.P.

Summit Partners Growth Equity Fund X-B, L.P.

Summit Partners Growth Equity Fund X-C, L.P.

Summit Investors X, LLC

Summit Investors X (UK), L.P.

Summit Partners Subordinated Debt Fund V-A, L.P.

Summit Partners Subordinated Debt Fund V-B, L.P.

Schedule II

Other Stockholders¹

[_______]

¹	NTD: Other Stockholders will include all pre-IPO holders who hold more that 2.5% outstanding.

Schedule III

Equity Interests

Exhibit 10.9

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of October [•], 2021 by and between Solo Brands, Inc., a Delaware corporation (the “Company”), and [•], a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The amended and restated bylaws and amended and restated certificate of incorporation of the Company (each as may be amended from time to time, the “Bylaws” and “Certificate of Incorporation”, respectively) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification and advancement of expenses;

WHEREAS, the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by Applicable Law (as defined below) so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws, Certificate of Incorporation and any resolutions adopted pursuant thereto, and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder[; and]

WHEREAS, Indemnitee does not regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses.

[WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by the Sponsor Entities (as defined herein) or affiliates of the Sponsor Entities which Indemnitee and the Sponsor Entities intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgment of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.]¹

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as a director or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions. As used in this Agreement:

(a) “Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.

(b) “Applicable Law” means applicable law, including as it presently exists or may hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment.

(c) A “Change in Control” occurs upon the earliest to occur after the date of this Agreement of any of the following events:

i. Acquisition of Stock by Third Party. Any Person (as defined below) that becomes a Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

¹	NTD: Bracketed language to be included in form for Summit Partners directors.

-2-

ii. Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii. Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

iv. Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

v. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

vi. For purposes of this Section 2(b), the following terms have the following meanings:

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

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(d) “Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.

(e) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f) “Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.

(g) “Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) The term “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure

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to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate in the institution of a Proceeding.

(j) “Sponsor Entities” means Summit Partners, L.P. or certain affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with, with Summit Partners, L.P.

Section 3. Indemnity in Third-Party Proceedings. The Company will indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding the extent that Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue or matter.

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Section 6. Indemnification For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the date of this Agreement that expand the Company’s ability to indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any Proceeding:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

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(c) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 10. Advances of Expenses.

(a) The Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.

(b) Advances will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

Section 11. Procedure for Notification of Claim for Indemnification or Advancement.

(a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.

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(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 12. Procedure Upon Application for Indemnification.

(a) Unless a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:

i. by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

ii. by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

iii. if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by the Board; or

iv. if so directed by the Board, by the stockholders of the Company.

(b) If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board)

(c) The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for the appointment as Independent Counsel of a person selected by such court or by such other person as such court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d) Indemnitee will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available

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to Indemnitee and reasonably necessary to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.

(e) If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30) days after such determination.

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 12 within sixty (60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period may be extended an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a)(iv) of this Agreement.

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(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 13(d) is not exclusive and does not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.

Section 14. Remedies of Indemnitee.

(a) Indemnitee may commence litigation against the Company in the Delaware Court of Chancery to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence such Proceeding seeking an adjudication or an award in arbitration within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause does not apply in respect of a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.

(c) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such action were made in bad faith or were frivolous or are prohibited by law.

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Section 15. Non-exclusivity; Survival of Rights; Primacy of Indemnification; Insurance; Subrogation.

(a) The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities). The relationship between the Company and such other Persons, other than an Enterprise, with respect to the Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is described by this subsection, subject to the provisions of subsection (d) of this Section 16 with respect to a Proceeding concerning Indemnitee’s Corporate Status with an Enterprise. The Company and the Indemnitee agree that the Sponsor Parties are express third party beneficiaries of the terms of this Section 15(b).

i. The Company hereby acknowledges and agrees:

1) the Company is the indemnitor of first resort with respect to any rights to indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding (i.e., the Company’s obligations to Indemnitee are primary and any obligation, including, without limitation, any obligation of the Sponsor Entities, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee is secondary);

2) the Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;

3) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities) to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s obligations;

4) the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, any Sponsor Entities) or insurer of any such Person; and

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ii. the Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities) from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee against any Person (including, without limitation, any Sponsor Entities), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Person (including, without limitation, any Sponsor Entities), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

iii. In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities) or their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities) or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance of Expenses to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities).

iv. Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entities) is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved panel counsel, if required.

(d) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.

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(e) In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 16. Duration of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Section 17. Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.

Section 18. Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification and advancement in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.

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Section 19. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 20. Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing waiver.

Section 21. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 22. Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.

(b) If to the Company to:

Name: Solo Brands, Inc.

Address: 1070 S. Kimball Ave. Suite 121

Southlake, TX 76092

Attention: Kent Christensen

Email: [***]

or to any other address as may have been furnished to Indemnitee by the Company.

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Section 23. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 24. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or Proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 25. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 26. Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.


SOLO BRANDS, INC.				INDEMNITEE

By:
Name:				Name:
Office:				Address:

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Exhibit 10.10

SS Management Aggregator, LLC

INCENTIVE EQUITY AGREEMENT

THIS INCENTIVE EQUITY AGREEMENT (this “Agreement”) is made and entered into as of ___________, by and among SS Management Aggregator, LLC, a Delaware limited liability (“Aggregator”), Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), Frontline Advance LLC d/b/a Solo Stove, a Texas limited liability company (the “Company”), and ___________ (“Holder”).

WHEREAS, Holder acknowledges that Holder’s services have been and shall continue to be of special, unique and extraordinary value to Aggregator, Holdings, the Company and their respective Subsidiaries (collectively, the “Companies”) and that Holder has made substantial contributions to the growth and development of the Companies and the creation and preservation of the Companies’ goodwill; and

WHEREAS, Aggregator, Holdings and Holder desire to enter into an agreement (i) pursuant to which Holdings shall issue and sell, and Holder shall acquire and purchase, ___________ Incentive Units, which shall immediately be contributed to Aggregator in exchange for a corresponding number of Incentive Units in Aggregator, (ii) defining the relative rights of the Companies, on the one hand, and Holder, on the other hand, with respect to Confidential Information owned by the Companies to which Holder may have access or may contribute as a result of Holder’s relationship with the Companies and (iii) protecting the Companies’ legitimate business interests and goodwill and setting forth the obligation of Holder to refrain from competing with the Companies and soliciting or interfering with their employees and other business relations during Holder’s Relationship Period and for a period of time thereafter as provided herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Issuance of Incentive Units.

(a) Issuance and Acquisition. Upon execution of this Agreement and subject to the terms hereof, Holdings will issue and sell, and Holder will acquire and purchase, ___________ Incentive Units at a price of $0.000001 per Incentive Unit, and Holder will deliver to Holdings cash in the aggregate amount of $____. Concurrently with the closing of such purchase and sale, Holder will, and hereby does, contribute such Incentive Units to Aggregator in exchange for ___________ Incentive Units of Aggregator. Holdings will update the Schedule of Unitholders attached to the Holdings LLC Agreement and Aggregator will update the Schedule of Unitholders attached to the Aggregator LLC Agreement to reflect such issuance, and Holder deliver to Holdings a cashier’s or certified check or wire transfer of immediately available funds as payment for such Incentive Units. Of the Incentive Units issued and sold to Holder hereunder, ___________ of such Incentive Units are deemed “Time Vesting Units” for purposes of this Agreement, and the other ___________ of such Incentive Units are deemed “Performance Vesting Units” for purposes of this Agreement; provided, for the avoidance of doubt, that all references to “Incentive Units” in this Agreement shall refer to all Incentive Units issued and sold to Holder hereunder. All Incentive Units that have become vested under Section 2, if any, are collectively referred to herein as the “Vested Incentive Units.” All Incentive Units that have not become vested under Section 2 are collectively referred to herein as the “Unvested Incentive Units.”

(b) Participation Threshold. The Incentive Units issued hereunder have no Participation Threshold.

(c) Certain Representation and Warranties. In connection with the purchase and sale of the Incentive Units hereunder, Holder represents and warrants to Aggregator, Holdings and the Company as follows:

(i) The Incentive Units to be acquired by Holder pursuant to this Agreement will be acquired for Holder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Incentive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

(ii) Holder is an executive officer or key employee of Holdings or another of the Companies and Holder is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Incentive Units.

(iii) Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission.

(iv) Holder is able to bear the economic risk of Holder’s investment in the Incentive Units for an indefinite period of time because the Incentive Units have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on transfer set forth herein, in the Holdings LLC Agreement, and in the Aggregator LLC Agreement and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available and in compliance with such restrictions on transfer.

(v) Holder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Units and has had full access to such other information concerning the Companies and their Affiliates as Holder has requested.

(vi) Holder has either consulted with independent legal counsel regarding Holder’s rights and obligations under this Agreement, the Aggregator LLC Agreement, and the Holdings LLC Agreement or knowingly and voluntarily waived the opportunity to do so, and Holder fully understands the terms and conditions contained herein and therein.

(vii) Holder has received and carefully read a copy of the Aggregator LLC Agreement and the Holdings LLC Agreement and has duly executed the Aggregator LLC Agreement (either through a counterpart signature page or a joinder agreement thereto). This Agreement, the Aggregator LLC Agreement, the Holdings LLC Agreement and each of the other agreements contemplated hereby and thereby to be executed by

Holder constitute the legal, valid and binding obligation of Holder, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement, the Aggregator LLC Agreement, the Holdings LLC Agreement and the other agreements contemplated hereby and thereby executed or to be executed by Holder do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Holder is a party or any judgment, order or decree to which Holder is subject or create any conflict of interest with Holdings or any of its Subsidiaries or Affiliates, or any of their present or former material business relations.

(viii) Holder is a resident of the state set forth under Holder’s name in Section 11.

(d) Certain Acknowledgments. As an inducement to Holdings and Aggregator to issue the Incentive Units to Holder, and as a condition thereto, Holder acknowledges and agrees that:

(i) neither the issuance of the Incentive Units to Holder nor any provision contained herein shall entitle Holder to remain in the employment of any of the Companies or affect the right of any of the Companies to terminate Holder’s employment at any time for any reason or no reason or confer upon Holder the right to continue Holder’s present (or any other) rate of compensation;

(ii) none of the Companies or any of their respective Affiliates shall have any duty or obligation to disclose to Holder, and Holder shall have no right to be advised of, any material information regarding any of the foregoing Persons at any time prior to, upon or in connection with, the repurchase of Incentive Units upon the termination of Holder’s employment with any of the Companies or as otherwise provided hereunder; and

(iii) for so long as Holder is employed by Aggregator, Holdings or any wholly-owned Subsidiary of Holdings, Holder may be deemed a partner (and not an employee) for tax purposes and any compensation received by Holder may be deemed guaranteed payments for all applicable federal, state and local income tax purposes; and

(iv) neither the issuance of Incentive Units to Holder hereunder nor any provision contained herein shall entitle Holder to receive or purchase any additional Incentive Units.

(e) Aggregator LLC Agreement. Upon Holder’s acquisition of Incentive Units and as a condition thereto, in the event that Holder is not already party thereto, Holder will execute and deliver to Holdings a counterpart signature page or a joinder agreement in the form attached hereto as Exhibit A to the Aggregator LLC Agreement and acknowledges and agrees that Holder is patty to and bound by the Aggregator LLC Agreement. All provisions of the Aggregator LLC Agreement are hereby incorporated herein in full by reference. To the extent not otherwise defined herein, defined terms shall have the meanings provided in the Aggregator LLC Agreement.

(f) Tax Matters. Within thirty (30) days after Holder’s purchase of Incentive Units, Holder will make an effective election with the Internal Revenue Service under Section 83(b) of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Code Section 83(b)”) in the form of Exhibit B attached hereto. Holder acknowledges and agrees that the making of an effective Code Section 83(b) election is entirely Holder’s decision and responsibility and that none of the Companies shall have any liability for any deficiency or any tax consequences of failing to make such an election on a timely basis. Upon Holder making an election under Code Section 83(b) (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provision of the laws of a jurisdiction outside the United States, Holder shall notify Holdings in writing of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or any other applicable provision.

(g) Compensation Arrangements. The parties hereto acknowledge and agree that this Agreement has been executed and delivered, and the Incentive Units have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements among the Companies and Holder. This Agreement, together with the related provisions of the Holdings LLC Agreement and the Aggregator LLC Agreement, are intended to be a a “compensatory benefit plan” within the meaning of Rule 701 of the Securities Act and all Incentive Units issued hereunder are intended to qualify for an exemption from the registration requirements under the Securities Act pursuant to Rule 701 promulgated pursuant thereto and under applicable state securities laws.

(h) Spousal Consent. Upon execution of this Agreement, or if Holder subsequently becomes legally married (whether in the first instance or to a different spouse), promptly following such marriage, Holder shall deliver an executed spousal consent in the form of Exhibit C attached hereto, if applicable.

(i) Certification. In the event that any Incentive Units are certificated, all certificates evidencing such Incentive Units shall be held, subject to the other terms of this Agreement, the Aggregator LLC Agreement, and the Holdings LLC Agreement, by Aggregator for the benefit of Holder and the other holders of Incentive Units. Upon the occurrence of a permitted disposition to a third party of any such Incentive Units, Aggregator will return all such certificates (if any) evidencing Incentive Units to the record holders thereof or to the purchaser.

2. Vesting of Incentive Units.

(a) Vesting Schedules and Performance Thresholds. Except as otherwise provided in this Section 2, as and to the extent set forth below, Holder’s Incentive Units acquired hereunder will (for all purposes of this Agreement, the Aggregator LLC Agreement and otherwise) become, and be deemed as of any date to be, vested as and to the extent set forth in Section 2(a)(i), in the case of the Time Vesting Units, or as and to the extent set forth in Section 2(a)(ii), in the case of the Performance Vesting Units.

(i) If (and only it) as of each such date set forth in this Section 2(a)(i) Holder is then, and from the date of this Agreement continuously has been, employed by any of the Companies, the Unvested Incentive Units that are Time Vesting Units shall vest such that (A) on the date that is one (1) year from the date hereof, 25.00% of the number of Time Vesting Units issued hereunder (rounded down to the nearest whole Incentive

Unit) shall vest, (B) on each one-month anniversary of the date that is one (1) year from the date hereof, for the immediately subsequent 35 months, 2.09% of the number of Time Vesting Units issued hereunder (rounded down to the nearest whole Incentive Unit) shall vest, and (C) on the date that is four (4) years from the date hereof, all Time Vesting Units issued hereunder but not vested pursuant to clauses (A) and (B) of this Section 2(a)(i) shall vest; provided that, subject to Section 2(e), if for any reason Holder ceases to be employed by any of the Companies at any time after the date hereof (but on or prior to the date that is four (4) years from the date hereof), then as of the date Holder so ceases to be employed, (x) Holder’s Time Vesting Units will become, and be deemed to be thereafter, vested in an amount equal to the portion vested as of such cessation (it being understood that, if Holder ceases to be employed by any of the Companies prior to the date that is one (1) year from the date hereof, none of Holder’s Time Vesting Units issued hereunder shall vest) and (y) all further vesting of the Time Vesting Units shall cease.

(ii) If (and only if), as of the date of the Liquidity Event, Holder is then, and from the date of this Agreement continuously has been, employed by any of the Companies, then Unvested Incentive Units that are Performance Vesting Units shall vest as and to the extent specified below in connection with the Liquidity Event if, as of and through such Liquidity Event, the Investor Return equals or exceeds the amount set forth below, in each case, after taking into account dilution from all other “Incentive Units” and other incentive equity awards that may become vested in connection with such Liquidity Event:

(A)

0% of the Performance Vesting Units hereunder if the Investor Return is equal to or below 2.50;

(B)

100% of the Performance Vesting Units hereunder if the Investor Return equals or exceeds 4.00; and

(C)

a certain percentage of the Performance Vesting Units hereunder, determined on a straight line basis, basis, if the Investor Return exceeds 2.50 but is below 4.00 (e.g., if the Investor Return equals 3.25, 50.00% of the Performance Vesting Units hereunder shall vest).

provided that (I) upon consummation of a Liquidity Event, any Performance Vesting Units that remain Unvested Incentive Units (giving effect to vesting in connection with such Liquidity Event) automatically shall be forfeited and no longer outstanding and (II) if for any reason Holder ceases to be employed by Holdings or any of its Subsidiaries at any time after the date hereof, then as of the date Holder so ceases to be employed all further vesting of the Performance Vesting Units shall cease and, if that occurs prior to the Liquidity Event, none of Holder’s Performance Vesting Units issued hereunder shall vest.

(b) For Cause Termination. Notwithstanding the foregoing or anything herein to the contrary, in the event that Holder’s employment with any of the Companies is terminated by any of the Companies for Cause, none of the Incentive Units issued hereunder (whether held by Holder or one or more of Holder’s transferees, other than Aggregator, Holdings, the Summit Investors, the other Eligible Purchasers or any of their respective Affiliates or transferees, but in each case excluding Holder) shall be deemed vested and instead all such Incentive Units shall be Unvested Incentive Units.

(c) Vested and Unvested Units. All Incentive Units that have become vested hereunder, if any, are collectively referred to herein as the “Vested Incentive Units.” All Incentive Units that have not become vested hereunder are collectively referred to herein as the “Unvested Incentive Units.”

(d) Treatment of Unvested Incentive Units Upon a Sale of Holding. In the event of a Sale of Holdings during the Relationship Period that does not constitute a Sale Transaction, with respect to all Unvested Incentive Units issued to Holder (whether held by Holder or one or more of Holder’s transferees, other than Holdings, the Summit Investors or their Affiliates or the other Eligible Purchasers), Holdings or its successor-in-interest or the acquiring Person(s) in such Sale of Holdings shall assume and continue the Unvested Incentive Units (the “Sale Unvested Incentive Units”) and Holdings’ obligations and rights under this Agreement, mutatis mutandis, or shall substitute similar equity incentive awards for the Sale Unvested Incentive Units on similar terms as under this Agreement, in each case in connection with, and contingent upon, the closing of such Sale of Holdings, and the Sale Unvested Incentive Units (or such substituted similar equity incentive rights) shall continue to vest and become Vested Incentive Units in accordance with the terms of Section 2(a). Holder will enter into any documentation requested by the Board in connection with the foregoing.

(e) Acceleration of Vesting of Time Vesting Units upon a Sale Transaction. In the event of a Sale Transaction during the Relationship Period, all Unvested Incentive Units that are Time Vesting Units issued to Holder (whether held by Holder or one or more of Holder’s transferees, other than Holdings, the Summit Investors or their Affiliates or the other Eligible Purchasers) will be deemed to accelerate and become fully vested immediately prior to (and contingent upon consummation of) such Sale Transaction, and the holder of such Incentive Units will be entitled to participate in such Sale Transaction as if all of the Time Vesting Units issued under this Agreement were Vested Incentive Units at such time.

(f) Discretionary Acceleration. Notwithstanding anything to the contrary herein, the Board in its sole discretion, to the extent permitted by the Aggregator LLC Agreement and the Holdings LLC Agreement, at any time or from time to time (whether in connection with an initial Public Offering, a Sale of Holdings or otherwise), may cause any Unvested Incentive Units to become Vested Incentive Units (it being understood and agreed that Holder will have no part in any deliberations or decisions by the Board regarding any such acceleration).

3. Forfeiture and Repurchase of Incentive Units.

In the event that Holder ceases to be employed by any of the Companies for any reason (a “Separation”), (i) all of the Unvested Incentive Units (whether held by Holder or one or more of Holder’s transferees, other than Aggregator, Holdings, the Summit Investors, the other Eligible Purchasers or any of their respective Affiliates or transferees, but in any such case excluding Holder) automatically shall be forfeited and cease to be outstanding as of the effective

date of such separation, without any payment in respect thereof and without further action on the part of Holder, Aggregator, Holdings or any other Person, and (ii) Aggregator, Holdings and the Summit Investors and the other Eligible Purchasers will have the right (but not the obligation) to repurchase all or any portion of the Vested Incentive Units (whether held by Holder or one or more of Holder’s transferees, other than Holdings, the Summit Investors or the other Eligible Purchasers or any of their respective Affiliates or transferees, but in any such case excluding Holder) pursuant to the terms and conditions set forth in Section 9.13 of the Holdings LLC Agreement and Section 9.7 of the Aggregator LLC Agreement.

4. Confidential Information.

(a) Protection of Confidential Information. Holder acknowledges that the continued success of the Companies depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be developed in the future shall be referred to in this Agreement as “Confidential Information.” Confidential Information shall be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form, and whether or not specifically labeled or identified as “confidential”) that is (i) related to the Companies’ (including any of their predecessors prior to being acquired by the Companies) current or potential business and (ii) not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Holder during the Relationship Period concerning the business and affairs of the Companies, and information concerning (A) acquisition opportunities in or reasonably related to the Companies’ business or industry of which Holder becomes aware prior to or during the Relationship Period, (B) identities and requirements of, contractual arrangements with and other information regarding the Companies’ employees (including personnel files and other information), suppliers, distributors, licensors, customers, independent contractors or other business relations and their confidential information, including credit ratings, bank account information and other information concerning customers (including all “Protected Health Information” within the meaning of the Health Insurance Portability and Accountability Act), (C) internal business information, including development, transition and transformation plans, methodologies and methods of doing business, strategic, staffing, training, marketing, promotional, sales and expansion plans and practices, including plans regarding planned and potential sales, historical and projected financial information, budgets and business plans, risk management practices, negotiation strategies and practices, opinion leader lists and databases, customer service approaches, integration processes, new and existing programs and services, cost, rate and pricing structures and terms and requirements and costs of providing service, support and equipment, (D) Trade Secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases, (E) computer software, including operating systems, applications and program listings, (F) devices, discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, photographs, reports and all similar or related information (whether or not patentable and whether or not reduced to practice), (G) copyrightable works, (H) intellectual property of every kind and description and (I) all similar and related information in whatever form. Holder further acknowledges that the Confidential Information obtained or learned by Holder during the course of Holder’s employment (including, for all purposes herein, prior to the date hereof with any predecessor prior to being acquired by the Company in any form of acquisition)

with the Companies concerning the business or affairs of the Companies is the property of the Companies. Therefore, Holder agrees that Holder shall not, directly or indirectly through any third party or Affiliate, disclose to any unauthorized Person or use for Holder’s own account or for any purpose other than as directly related to Holder’s performance of duties for the Companies any of such Confidential Information, whether or not developed by Holder, without the Board’s prior written consent, unless and to the extent that any Confidential Information (x) becomes generally known to and available for use by the public other than as a result of Holder’s acts or omissions to act or (y) is required to be disclosed pursuant to any applicable law or court order. Holder shall take reasonable and appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Holder agrees to deliver to the Company at the end of the Relationship Period, or at any other time the Company may request in writing, all copies and embodiments, in whatever form, of memoranda, notes, plans, records, reports, studies and other documents and data, relating to the business or affairs of the Companies (including all Confidential Information and Work Product) that Holder may then possess or have under Holder’s control.

(b) Protected Disclosure.

(i) Nothing in this Agreement, the Aggregator LLC Agreement, or the Holdings LLC Agreement shall prohibit or restrict Aggregator, Holdings, Holdings’ Affiliates, Holder or their respective attorneys from: (A) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, the Aggregator LLC Agreement, the Holdings LLC Agreement or the Incentive Units granted hereunder, or as required by law or legal process, including with respect to possible violations of law; (B) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; or (C) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Agreement, the Aggregator LLC Agreement, or the Holdings LLC Agreement prohibits or restricts Holdings, Holdings’ Affiliates or Holder from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation.

(ii) Pursuant to 18 U.S.C. § 1833(b), Holder will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Aggregator, Holdings or its Affiliates that (A) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Holder’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Holder files a lawsuit for retaliation by Aggregator or Holdings for reporting a suspected violation of law, Holder may disclose the trade secret to Holder’s attorney and use the trade secret information in the court proceeding, if Holder files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in this Agreement or the Aggregator LLC Agreement or the Holdings LLC Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

(c) Use of Confidential Information. During the Relationship Period, Holder shall not use or disclose to the Companies any confidential information or Trade Secrets, if any, of any former employers (other than any predecessor prior to being acquired by the Company in any form of acquisition) or any other Person to whom Holder has an obligation of confidentiality, and shall not bring onto the premises of the Companies any unpublished documents or any property belonging to any former employer or any other Person to whom Holder has an obligation of confidentiality unless consented to in writing by the former employer or Person. Holder shall use in the performance of Holder’s duties only information that is (i) generally known and used by persons with training and experience comparable to Holder’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by the Companies or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Holder has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at any time during the Relationship Period Holder believes Holder is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Holder may have to former employers, then Holder shall immediately advise the Company so that Holder’s duties can be modified appropriately.

(d) Past Employment. Holder represents and warrants that Holder took nothing that belonged to any former employer (other than any predecessor prior to being acquired by the Company in any form of acquisition) when Holder left Holder’s prior position and that Holder has nothing that contains any information that belongs to any former employer. If at any time Holder discovers this is incorrect, Holder shall promptly advise the Company and return any such materials to Holder’s former employer. The Companies do not want any such materials, and Holder shall not be permitted to use or refer to any such materials in the performance of Holder’s duties during the Relationship Period.

(e) Third-Party Information. Holder understands that the Companies and their Affiliates shall receive confidential or proprietary information from third parties (“Third-Party Information”) subject to a duty on the Companies’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Relationship Period and thereafter, and without in any way limiting the provisions of Section 4(a). Holder will hold Third-Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Companies who need to know such information in connection with their work for the Companies) or use, except in connection with Holder’s work for the Companies, Third-Party Information unless expressly authorized by a member of the Board in writing.

5. Ownership of Intellectual Property, Inventions and Patents.

Holder acknowledges that all intellectual property, including all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable), that relate to the Companies’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed, contributed to, made or reduced to practice by Holder (whether alone or jointly with others) while employed by the Companies (including by any predecessor prior to being acquired by the

Company in any form of acquisition), on or after the date of this Agreement, including any of the foregoing that constitutes any proprietary information or records (“Work Product”), belong to the Company or another Subsidiary of Holdings. Any copyrightable work prepared in whole or in part by Holder in the course of Holder’s work for any of the foregoing entities shall be deemed a “work made for hire” to the maximum extent permitted under copyright laws, and the Company shall own all rights therein. To the extent any such copyrightable work or the intellectual property rights in other Work Product is not a “work made for hire,” Holder hereby assigns (nunc pro tunc, effective as of the first date of Holder’s employment or engagement by any of the Companies) and agrees to assign to the Company all right, title and interest, including copyright and all other intellectual property rights, in and to such copyrightable work and other Work Product. Holder shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Relationship Period) to establish and confirm such ownership by the Company (including assignments, consents, powers of attorney and other instruments).

6. Non Competition and Non Solicitation

Holder acknowledges that in the course of Holder’s employment with any of the Companies, Holder has and will become with familiar with Aggregator’s, Holdings’ and its Subsidiaries’ and its Affiliates’ Trade Secrets, Confidential Information and intellectual property. Holder further acknowledges that Holder’s services shall be of special, unique and extraordinary value to the Companies. Therefore, in further consideration of the compensation to be paid to Holder hereunder and without limiting any other obligations of Holder pursuant to this Agreement, in order to protect the legitimate business interests and goodwill of the Companies, Holder accordingly covenants and agrees with the Companies that:

(a) Non Competition. During the Protection Period, Holder shall not directly or indirectly acquire or hold, beneficially or otherwise, any economic, financial or other interest (whether an equity interest or otherwise) in, act as an equity holder or employee, director/manager, independent contractor or representative of, manage, control, operate, consult with, render services in any capacity for, or otherwise participate in any Person (including any division, group or franchise of a larger organization), other than Aggregator, Holdings, the Company and their respective Subsidiaries, which engages in, or engages in the management or operation of any Person that engages in, any business that competes with or otherwise engages in any aspect of the Business in any geographic area in which any of the Companies conducts the Business or is planning to conduct the Business as of the date the Relationship Period ends, including the entire United States of America. For purposes of this Agreement, the term “participate in” shall include having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Notwithstanding the restrictions specified in this Section 6, nothing herein shall be construed to prohibit Holder from owning, solely as a passive investment, the securities of a Person which are publicly traded on a national or regional stock exchange or on the over-the-counter market or investing through a private equity fund in securities of a Person that is not publicly traded; provided, that Holder does not, directly or indirectly, own 2% or more of any class of securities of such Person.

(b) Non Solicitation. During the Protection Period, Holder shall not directly or indirectly through another Person (other than the Companies) either individually or acting in concert with another Person or Persons (i) request, induce or attempt to influence any distributor, provider, licensor, supplier, member, customer of goods or services or other business relation of any of the Companies to curtail, cancel or refrain from maintaining or increasing the amount or type of business such distributor, provider, licensor, supplier, member, customer of goods or services or other business relation is currently transacting, or may be transacting during the Protection Period, with any of the Companies or modify its pricing or other terms of business with the Business (including by making any negative or disparaging statements or communications regarding any of the Companies), (ii) solicit for employment or retention, seek any business affiliation with or hire, employ or retain any Person who is, or at any time during the twelve (12) months prior to the termination of Holder’s Relationship Period was, an officer, employee or independent contractor of or consultant to any of the Companies, other than through general advertisements not intended to be specifically directed at such Person, or (iii) request, induce, influence or attempt to influence any Person who is, or at any time during the twelve (12) months prior to the termination of Holder’s Relationship Period was, an officer, employee or independent contractor of or consultant to any of the Companies to terminate his or her employment by or services to any of the Companies or in any way interfere with the relationship between with any of the Companies and any employee, officer or independent contractor thereof (for purpose of clarity, if Holder exercises his or her right to place general advertisements in accordance with the terms of the proviso set forth in clause (ii), such action shall not be deemed to be a violation of this clause (ii).

(c) Non-Disparagement. Without limiting any other obligation of Holder pursuant to this Agreement, Holder hereby covenants and agrees that, except as may be required by applicable law, Holder shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of any of the Companies or of their respective Affiliates during the Relationship Period or any time after the termination of the Relationship Period.

(d) Blue-Pencil. If, at the time of enforcement of Section 4 or Section 5 or this Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Holder hereby acknowledges that the restrictions in Section 4, Section 5 and this Section 6 are reasonable and represents that Holder has either consulted with independent legal counsel regarding Holder’s rights and obligations under this Agreement or knowingly and voluntarily waived the opportunity to do so and that Holder fully understands the terms and conditions contained herein.

(e) Additional Acknowledgments. Holder acknowledges that the provisions of Section 4, Section 5 and this Section 6 are in consideration of (i) the issuance of Incentive Units by Holdings and Aggregator pursuant to this Agreement and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Holder agrees and acknowledges that the restrictions contained in Section 4, Section 5 and this Section 6 do not preclude Holder from earning a livelihood, nor do they unreasonably impose limitations on Holder’s ability to earn a living. In addition, Holder acknowledges (x) that that the Business of the Companies will be

conducted throughout the United States and its territories and beyond, notwithstanding the state of organization or principal office of the Company or any of its Subsidiaries or facilities, or any of their respective executives or employees (including Holder), it is expected that Aggregator, Holdings and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and its territories and beyond and (z) as part of Holder’s responsibilities, Holder will be traveling throughout the United States and other jurisdictions where Aggregator, Holdings and its Subsidiaries conduct business during the Relationship Period in furtherance of Aggregator, Holdings’ and its Subsidiaries’ business relationships. Holder agrees and acknowledges that the restrictions contained in Section 4, Section 5 and this Section 6 are necessary to protect the legitimate business interests of the Companies and that the potential harm to the Companies of the non-enforcement of any provision of Section 4 or Section 5 or this Section 6 outweighs any potential harm to Holder of its enforcement by injunction or otherwise. Holder acknowledges that Holder has carefully read this Agreement and either consulted with legal counsel of Holder’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Holder by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Companies and their Affiliates now existing or to be developed in the future. Holder expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, duration and geographical area. Holder understands and agrees that the restrictive covenants in this Agreement are in addition to, and not in lieu of, any confidentiality, non-competition, non-solicitation or other similar obligations contained in any other agreements between Holder and Aggregator, Holdings or any of its Subsidiaries or Affiliates, whether entered into before or after the date hereof (each, an “Additional Obligation”). By executing this Agreement, Holder acknowledges, reaffirms and agrees that Holder is and shall continue to be bound by the terms and conditions of such Additional Obligations.

(f) Remedies; Specific Performance. Each of the Companies hereof shall be entitled to enforce its rights under this Agreement specifically and to exercise all other rights existing in its favor. Holder covenants that Holder will not bring a declaratory judgment action or similar suit challenging the reasonableness or enforceability of any of the covenants set forth in this Agreement (provided that the foregoing shall not limit Holder challenging the reasonableness or enforceability of any of the covenants set forth in this Agreement as a defense to any action brought by any of the Companies) and that Holder will reimburse the Companies for all costs (including reasonable attorneys’ fees) incurred in connection with the Companies’ defense of any such action if Holder brings a declaratory judgment action or similar suit challenging the reasonableness or enforceability of any of the provisions of this Agreement. The parties hereto agree and acknowledge that in the event of the breach or a threatened breach by Holder of any of the provisions of Section 4 or Section 5 or this Section 6, the Companies would suffer material and irreparable harm and money damages would not be a sufficient or adequate remedy for any such breach and, in addition and supplementary to other rights and remedies existing in its favor whether hereunder or under any other agreement, at law or in equity, each of the Companies and the intended third party beneficiaries shall be entitled to specific performance and/or injunctive or other equitable relief from a court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond, deposit or other security). In addition, in the event of an alleged breach or violation by Holder of this Section 6, the Protection Period shall be tolled until such breach or violation has been duly cured.

(g) Non-Competition Following a Sale of Holdings. Holder agrees to execute a customary and reasonable sale-based non-compete agreement in connection with a Sale of Holdings.

7. Additional Restrictions on Transfer.

(a) Additional Condition to Transfer. Unless otherwise waived by Aggregator in its sole discretion, prior to any Transfer of any interest in any Incentive Units, Holder and any subsequent holder of Incentive Units shall cause the prospective transferee to be bound by the provisions of this Agreement affecting the Incentive Units proposed to be so Transferred and the holder thereof and to execute and deliver to Aggregator a joinder agreement to this Agreement in form and substance satisfactory to Aggregator.

(b) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Incentive Units in violation of any provision of this Agreement shall be void, and Aggregator shall neither record any such Transfer on its books nor treat any purported transferee of Incentive Units as the owner of such Incentive Units for any purpose.

(c) Aggregator LLC Agreement Restrictions. In addition, the Incentive Units are subject to the restrictions on Transfer set forth in the Aggregator LLC Agreement.

8. Power of Attorney; Certificated Units.

In order to secure the obligations of all holders of Incentive Units in respect of any exercise of a Repurchase Option hereunder or Transfer of any Incentive Units in accordance with this Agreement and the Aggregator LLC Agreement (including in an Approved Sale), each holder of Incentive Units hereby constitutes and appoints the Board (and any designee of the Board), with full power of substitution, as such holder’s true and lawful agent and attorney-in-fact, with full power and authority in such holder’s name, place and stead, to execute, swear to, acknowledge, deliver, file and record all instruments and other documents and do such other acts which the Board deems appropriate or necessary to effect or evidence any repurchase of Incentive Units pursuant to this Agreement or any other Transfer of the Incentive Units pursuant to the Aggregator LLC Agreement or Holdings LLC Agreement, and such power of attorney may be exercised at any time and from time to time. The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive such holder’s death, disability, incapacity, dissolution, bankruptcy, insolvency or termination and the Transfer of all or any portion of the Incentive Units and shall extend to such holder’s heirs, successors, assigns and personal representatives. In addition, in the event that any Incentive Units are issued in the form of certificated Units, all certificates evidencing the Incentive Units shall be held by Aggregator or Holdings for Holder’s benefit and the benefit of the other Unitholders. The purpose of Aggregator’s or Holdings’ retention of the Unit certificates is solely to facilitate any repurchase of Incentive Units pursuant to this Agreement or any Transfer of the Incentive Units pursuant to the Aggregator LLC Agreement or Holdings LLC Agreement and does not constitute a pledge of, or the granting of a security interest in, the underlying Incentive Units.

9. Definitions.

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth for such terms in the Holdings LLC Agreement. In addition, for purposes of this Agreement, the following terms shall have the meanings set forth below:

“Aggregator LLC Agreement” means the Limited Liability Company Agreement of SS Management Aggregator, LLC, dated October 9, 2020.

“Company” or “Companies” means, for purposes of Sections 4 through 6 hereof shall mean Holdings and each of its Subsidiaries, including the Company.

“Eligible Purchasers” means each of the Summit Investors and each other Investor permitted to purchase Incentive Units pursuant to Section 9.13 of the Holdings LLC Agreement.

“Excluded Equity” means (i) any Equity Securities issued to any Summit Manager or to any Summit Investor in lieu of any Summit Manager in connection with an incentive equity arrangement made available in connection with service on the Board, (ii) any Equity Securities issued to the Summit Investors in connection with debt financings, refinancings, restructurings or similar transactions, and (iii) any securities issued directly or indirectly with respect to the foregoing securities referred to in clauses (i) and (ii) by way of a unit split, unit dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization.

“Freely Tradeable Securities” means any securities that (i) are readily marketable on a United States national stock market exchange, (ii) are not subject to any holdback, lockup or market standoff or similar agreement or any restriction on the disposition thereof under the terms of any other agreement with an unaffiliated third party or of any law, regulation or policy, and (iii) the holder thereof may sell immediately to the general public pursuant to an effective registration statement under the Securities Act or under Rule 144 under the Securities Act without limitation and without the necessity of any federal, state or local government consent, approval or filing (other than any notice filings that require no waiting periods) and without violation of federal or state securities laws.

“Holdings LLC Agreement” means the Limited Liability Company Agreement of Solo Stove Holdings, LLC, dated as of October 9, 2020, by and among Holdings and its Members, as amended, modified and waived from time to time.

“Incentive Units” means (i) the Incentive Units issued to Holder pursuant to this Agreement, and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of a Unit split, Unit dividend or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization. For the avoidance of doubt, Incentive Units shall continue to be Incentive Units in the hands of any holder other than Holder (except for Holdings or any Affiliate), and except as otherwise provided herein, each such other holder of Incentive Units shall succeed to all rights and obligations attributable to such Person as a holder of Incentive Units hereunder. In the event Holdings issues any Series 2 Incentive Units (or any similarly sequentially named Incentive Units), the Incentive Units hereunder shall be deemed Series 1 Incentive Units (or the first series of any similar sequence).

“Investor Cash Inflows” means, as of the date of the Liquidity Event and without duplication, the sum of (i) the aggregate amount of all Distributions made by Holdings in cash and/or Freely Tradeable Securities (which shall be valued at their Fair Market Value) that are actually received by the initial Summit Investors in respect of Summit Equity at or prior to such Liquidity Event, plus (ii) the aggregate amount of all cash and/or the Fair Market Value of all Freely Tradeable Securities actually received by the initial Summit Investors in respect of Summit Equity other than pursuant to a Distribution made by Holdings (including cash received in respect of non-cash assets previously received in respect of Summit Equity) at or prior to such Liquidity Event; provided, that (i) no amount received in respect of Excluded Equity or any debt securities or instruments or loan participations issued by Holdings or any of its Subsidiaries shall be included in any determination of Investor Cash Inflows hereunder, (ii) any determination of Investor Cash Inflows hereunder shall not include any expense reimbursements, management fees, transaction fees or the like received from time to time by the Summit Investors or any Summit Manager, (iii) Investor Cash Inflows will exclude Tax Distributions and, for the avoidance of doubt, deferred or contingent consideration unless and until actually received, and (iv) if a determination of Investor Cash Inflows is being made in connection with a reorganization to consummate an initial Public Offering, then for purposes of such determination, Investor Cash Inflows shall be deemed to include the amount the Summit Investors would receive in a liquidation of Holdings at the time of such initial Public Offering in accordance with Section 4.2 and Section 12.2 of the Holdings LLC Agreement with Holdings Total Equity Value being derived from the Offering Price.

“Investor Cash Outflows” means, as of the date of the Liquidity Event, the sum of (i) $250,000,000, constituting the aggregate Capital Contributions directly or indirectly made to Holdings by the Summit Investors with respect to the Class A Units purchased by the Summit Investors on or prior to the date hereof, plus (ii) the aggregate amount of all capital contributions made or deemed made directly or indirectly to Holdings or any of its Subsidiaries by the initial Summit Investors in respect of Summit Equity (including, for the avoidance of doubt, all Capital Contributions) after the date hereof, plus (iii) the aggregate amount paid by the initial Summit Investors for Summit Equity other than as a capital contribution after the date hereof; provided, that no amount paid or otherwise loaned by the Summit Investors to Holdings or any of its Subsidiaries for debt securities or instruments or loan participations issued by Holdings or any of its Subsidiaries shall be included in any determination of Investor Cash Outflows.

“Investor Return” means the quotient of (i) the Investor Cash Inflows, divided by (ii) the Investor Cash Outflows.

“Protection Period” means the period of time from the date of this Agreement until the two-year anniversary of the date of termination of Holder’s employment and engagement with the Companies.

“Relationship Period” means the period during which Holder remains in the employment of or services to any of the Companies and ending on the date on which Holder ceases employment with, or services to, any of the Companies for any reason.

“Trade Secrets” means the Companies’ trade secrets and other Confidential Information that the Companies have made reasonable efforts to keep confidential and that derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.

10. Specific Performance; Remedies.

Each of the Companies and the intended third party beneficiaries shall be entitled to enforce its rights under this Agreement specifically, and to exercise all other rights existing in its favor. The parties acknowledge and agree that irreparable injury will result to the Companies if Holder breaches any of the provisions of this Agreement and that money damages would not be an adequate remedy for any such breach and that, in the event of a breach or threatened breach of any of the provisions of this Agreement, Aggregator and Holdings, in addition to other rights and remedies existing in its favor, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond, deposit or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

11. Notices.

All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given only (i) when delivered personally to the recipient, (ii) one (I) business day after being sent to the recipient by reputable overnight courier service (charges prepaid) provided that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by electronic mail (provided, that a confirmation copy is sent via reputable overnight courier service for delivery within two (2) business days thereafter), or (iv) five (5) business days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to Executive at the address set forth on the signature page and to Aggregator, Holdings and the Company at the addresses indicated below or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party:

If to the Company, Aggregator, or Holdings:

SS Management Aggregator, LLC

c/o Summit Partners, L.P.

222 Berkeley Street

Boston, MA 02116

Attention: Matthew G. Hamilton

Email:

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

200 Clarendon Street

Boston, MA 020116

Attention: Matthew D. Cohn, P.C.; Dave Gusella

Email:

12. Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only in such jurisdiction and to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement in such jurisdiction or any provisions of this Agreement in any other jurisdiction. The parties agree that a court of competent jurisdiction making a determination of the invalidity or unenforceability of any term or provision of this Agreement shall have the power to reduce the scope, duration or area of any such term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision in this Agreement with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

13. Entire Agreement.

This Agreement, those documents expressly referred to herein and other documents dated as of even date herewith (including, for the avoidance of doubt, the Aggregator LLC Agreement and Holdings LLC Agreement) embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

14. No Strict Construction; Interpretation.

The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. No rule of strict construction shall be applied against any party. The use of the word “including” herein shall mean “including without limitation.” The headings and captions used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any reference to the masculine, feminine or neuter gender shall be deemed to include any gender or all three as appropriate. Except as otherwise expressly provided in this Agreement, all interpretations made by the Board (or its Compensation Committee), which interpretations shall be made in the Board’s (or its Compensation Committee’s) reasonable good faith discretion, with regard to any question arising under this Agreement (including, without limitation, with respect to the definitions contained in Section 9) shall be binding and conclusive on the Holder, the Company, Aggregator, and Holdings.

15. Not an Employment Agreement.

Holder and the Companies acknowledge and agree that this Agreement is not intended and should not be construed to grant Holder any right to continued employment with or provision of services to the Companies or to otherwise define the terms of Holder’s employment with or provision of services to the Companies. For the avoidance of doubt, this Agreement does not affect prior understandings, agreements or representations with respect to similar subject matter entered into in connection with or as a result of Holder’s provision of services to the Companies.

16. Successors and Assigns.

This Agreement will be binding upon and inure to the benefit of Holdings and Aggregator and any successor thereto (and such benefits shall be assignable to a successor without Holder’s consent), including any Persons acquiring directly or indirectly all or substantially all of the business or assets of Holdings or Aggregator whether by purchase, merger, consolidation, reorganization or otherwise. Except as otherwise provided herein, this Agreement will be binding upon and inure to the benefit of Holder and Holder’s successors and permitted assigns (including subsequent holders of Incentive Units); provided, that Holder’s rights and obligations under this Agreement shall not be assignable except as expressly permitted hereunder.

17. Choice of Law.

All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

18. Amendment and Waiver.

The provisions of this Agreement may be amended or waived only with the prior written consent of Holdings (as approved by the Board) and Holder, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including Aggregator’s and Holdings’ right to terminate the Relationship Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

19. Further Assurances.

Holder shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

20. Waiver of Jury Trial.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

21. “Corporate” Opportunity.

During the Relationship Period, Holder shall submit to the Board all business, commercial and investment opportunities or offers presented to Holder or of which Holder becomes aware which relate to the business of the Companies, at any time during Holder’s employment with any of the Companies (“Corporate Opportunities”). During Holder’s employment with any of the Companies, unless approved by the Board, Holder shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Holder’s own behalf.

22. Holder’s Cooperation.

During Holder’s employment with any of the Companies and thereafter, Holder shall cooperate with the Companies in any internal investigation or administrative, regulatory or judicial investigation or proceeding or any dispute with any third party as reasonably requested by any of the Companies (including Holder being available to the Companies upon reasonable notice for interviews and factual investigations, appearing at any of the Companies’ request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Companies all pertinent information and turning over to the Companies all relevant documents which are or may come into Holder’s possession, all at times and on schedules that are reasonably consistent with Holder’s other permitted activities and commitments).

23. Third Party Beneficiaries.

Each of Holder, the Company, Aggregator, and Holdings acknowledges and agrees that each of the Eligible Purchasers and each of the Companies (if any) in addition to Aggregator, Holdings and the Company are intended third party beneficiaries of Holder’s covenants and agreements set forth herein, entitled to enforce this Agreement generally and further entitled to the benefit of all rights specified herein with respect to any of them, in each case as if parties.

24. Counterparts; Electronic Transmission.

This Agreement and any amendment hereto and any instruments or agreements executed in connection herewith or pursuant hereto may be executed in two or more separate counterparts (including counterparts delivered by means of facsimile or electronic transmission in portable document format (pdf) or comparable electronic transmission), any one of which need not contain the signatures of more than one party, but each of which will be treated in all manner and respects as an original and all of which together shall constitute one and the same agreement binding on all the parties hereto. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature. At the request of any party hereto or to any such amendment, agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such amendment, agreement or instrument shall raise the use of a facsimile machine or pdf electronic transmission or comparable electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or pdf or comparable electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Incentive Equity Agreement as of the date first written above.


AGGREGATOR

SS MANAGEMENT AGGREGATOR, LLC

By:
Name: John Merris
Title: Chief Executive Officer

HOLDINGS

SOLO STOVE HOLDINGS, LLC

By:
Name: John Merris
Title: President and Chief Executive Officer

THE COMPANY

FRONTLINE ADVANCE LLC

By:
Name: John Merris
Title: President and Chief Executive Officer

HOLDER

Name:

Notice to Holder:

Facsimile:

[Signature Page to Incentive Equity Agreement]

EXHIBIT A

JOINDER AGREEMENT

Effective upon the execution hereof, the undersigned hereby agrees to become a party to and bound by that certain Limited Liability Company Agreement of SS Management Aggregator, LLC, a Delaware limited liability company (“Holdings”), dated as of October 9, 2020, by and among the members of Aggregator, as amended, modified and waived from time to time (the “Aggregator LLC Agreement”). The undersigned, by executing this joinder agreement, shall be entitled to all of the rights and subject to all of the obligations of a Member, a Unitholder, an Executive Member and a holder of Incentive Units under the Aggregator LLC Agreement and the Holdings LLC Agreement (as defined in the Aggregator LLC Agreement).

Dated: ______________


Signature:

Name:
		(please print)

EXHIBIT B

ELECTION TO INCLUDE SECURITIES IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned acquired from Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), Incentive Units of Holdings (the “Incentive Units”). Under certain circumstances, Holdings or other parties may have the right to repurchase some or all of the Incentive Units (in each case, whether such Incentive Units are held by the undersigned or a subsequent holder of the Incentive Units, if different from the undersigned) at a price equal to the lesser of cost and fair market value should the undersigned cease to be employed by Holdings and its subsidiaries. Hence, the Incentive Units are subject to a substantial risk of forfeiture and are nontransferable.

Based on current Treasury Regulation § 1.7211(b), Proposed Treasury Regulation § 1.7211(b)(1), and Revenue Procedures 9327 and 200143, the undersigned does not believe that issuance of the Incentive Units to the undersigned is subject to the provisions of § 83 of the Internal Revenue Code (the “Code”). In the event that the sale is so treated, however, the undersigned desires to make an election to have the receipt of the Incentive Units taxed under the provisions of Code § 83(b) at the time the undersigned acquired the Incentive Units.

Therefore, pursuant to Code § 83(b) and Treasury Regulation § 1.832 promulgated thereunder, the undersigned hereby makes an election with respect to the Incentive Units (as described in paragraph 2 below), to report as taxable income for calendar year 2021 the excess (if any) of the Incentive Unit’s fair market value on , over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation§ 1.832(e):

1. The name, address and social security number of the undersigned:


		Name:

		Address:



		Tax ID Number:

2. A description of the property with respect to which the election is being made: Incentive Units of Holdings.

3. The date on which the property was transferred: . The taxable year for which such election is made: calendar year ____.

4. The restrictions to which the property is subject: If the undersigned ceases to be employed by Holdings and its subsidiaries for any reason, then all “unvested” Incentive Units will be forfeited automatically and all “vested” Incentive Units will be subject to repurchase by Holdings (and/or one or more its assignees or other parties) at a purchase price equal to their fair market value or, if such termination is for “Cause”, then all such “vested” Incentive Units will be deemed unvested and automatically shall be forfeited.

5. The fair market value on , of the property with respect to which the election is being made, determined without regard to any lapse restrictions and in accordance with Revenue Procedure 9327: $0.000001 per unit.

6. The amount paid for such property: $0.000001 per unit.

7. The amount to include in gross income: $0.00.

[The remainder of this page is intentionally blank.]

A copy of this election has been furnished to Holdings pursuant to Treasury Regulation § 1.83 2(d). The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. The undersigned is the person performing the services in connection with which the property was transferred.


Signature:

Name:
		(please print)

EXHIBIT C

CONSENT

I, the undersigned spouse of hereby acknowledge that I have read the foregoing Incentive Equity Agreement (the “Agreement”) and that I understand its contents. I am aware that the Agreement and the Aggregator LLC Agreement and Holdings LLC Agreement provide for the repurchase of my spouse’s Incentive Units under certain circumstances and imposes other restrictions on the transfer of such Incentive Units. I agree that my spouse’s interest in the Incentive Units is subject to the Agreement and the Aggregator LLC Agreement and the Holdings LLC Agreement and any interest I may have in such Incentive Units shall be irrevocably bound by the Agreement and the Aggregator LLC Agreement and the Holdings LLC Agreement and further that my community property interest, if any, shall be similarly bound by the Agreement and the Aggregator LLC Agreement and the Holdings LLC Agreement.

I am aware that the legal, financial and other matters contained in the Agreement and the Aggregator LLC Agreement and the Holdings LLC Agreement are complex and I am free to seek advice with respect thereto from independent counsel. I have either sought such advice or determined after carefully reviewing the Agreement and the Aggregator LLC Agreement and the Holdings LLC Agreement that I will waive such right.

I hereby appoint my spouse as my attorney-in-fact, to act in my name, place and stead with respect to any amendment of the Agreement and the Aggregator LLC Agreement and the Holdings LLC Agreement and with respect to the making and filing of an election under Internal Revenue Code Section 83(b) in connection with the purchase of the Incentive Units.

Capitalized terms used but not otherwise defined in this consent shall have the meanings set forth for such terms in the Agreement.


Signature:


Name:


		(please print)


Date:

Exhibit 10.11

SS Management Aggregator, LLC

AMENDMENT TO INCENTIVE EQUITY AGREEMENT

THIS AMENDMENT TO INCENTIVE EQUITY AGREEMENT (this “Amendment”) is made and entered into as of October __, 2021, by and among SS Management Aggregator, LLC, a Delaware limited liability (“Aggregator”), Solo Stove Holdings, LLC, a Delaware limited liability company (“Holdings”), Solo DTC Brands, LLC f/k/a Frontline Advance LLC d/b/a Solo Stove, a Texas limited liability company (“Solo”), and _______ (“Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Original Agreement (as defined below).

WHEREAS, Aggregator, Holdings, Solo and Holder entered into that certain Incentive Equity Agreement on [date] (the “Original Agreement”);

WHEREAS, a newly formed corporate parent of Holdings, Solo Brands, Inc. intends to launch an initial public offering of its common stock (the “IPO”);

WHEREAS, the IPO will be a Liquidity Event;

WHEREAS, in connection with, and subject to the completion of, the IPO, the Aggregator, Holdings and Solo desire to amend the terms of the Original Agreement as set forth herein;

Section 2 of the Original Agreement is hereby renamed: Vesting of Incentive Units; Treatment on Liquidity Event

Section 2(a)(ii) of the Original Agreement is hereby deleted and replaced with the following:

(A) 0% of the Performance Vesting Units hereunder if the Investor Return is equal to or below 2.50;

(B) 100% of the Performance Vesting Units hereunder if the Investor Return equals or exceeds 4.00; and

(C) if the Investor Return exceeds 2.50 but is below 4.00, the percentage of the Performance Vesting Units hereunder between 1% and 100%, determined by means of linear interpolation (e.g., if the Investor Return equals 3.25, 50% of the Performance Vesting Units hereunder shall vest), provided that if for any reason Holder ceases to be employed by Holdings or any of its Subsidiaries at any time after the date hereof, then as of the date Holder so ceases to be employed all further vesting of the Performance Vesting Units shall cease and, if that occurs prior to the Liquidity Event, none of Holder’s Performance Vesting Units issued hereunder shall vest.

A new Section 2(g) is added to the Original Agreement as follows:

(g) Treatment of Incentive Units Upon a Liquidity Event. Upon a Liquidity Event:

(i) all Incentive Units will be converted to Common Units of Holdings or Aggregator, as applicable and will remain subject to the terms of the Agreement, the Holdings LLC Agreement and the Aggregator LLC Agreement, as each may be amended and/or restated from time to time;

(ii) to the extent any Incentive Units remain Unvested Incentive Units as of the closing of the Liquidity Event, the Unvested Incentive Units shall be converted to Common Units subject to vesting (“Restricted Units”);

(iii) Restricted Units that were Time Vesting Units will continue to vest on the schedule set forth in Section 2(a)(i) of this Agreement; and

(iv) Restricted Units that were Performance Vesting Units (“Ex-Performance Units”) shall vest on the following schedule, subject to the Holder’s continuous employment with the Company on the applicable vesting date: fifty percent (50%) of the Ex-Performance Units shall vest on the first anniversary of the closing of the Liquidity Event and fifty percent (50%) of the Ex-Performance Units shall vest in substantially equal quarterly installments over the following year; provided, that all unvested Ex-Performance Units shall vest if Summit Investors sells all of its equity interests in the Company or, if earlier, the Investor Return equals or exceeds 4.00 on a per share price basis in any follow-on offering.

This Amendment shall be and is hereby incorporated in and forms a part of the Original Agreement. All other terms and provisions of the Original Agreement shall remain unchanged except as specifically modified herein.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

AGGREGATOR

SS MANAGEMENT AGGREGATOR, LLC

By:

Name: John Merris

Title: Chief Executive Officer

HOLDINGS

SOLO STOVE HOLDINGS, LLC

By:

Name: John Merris

Title: President and Chief Executive Officer

SOLO

SOLO DTC BRANDS, LLC F/K/A FRONTLINE ADVANCE LLC

By:

Name: John Merris

Title: President and Chief Executive Officer

HOLDER

Name:

[Signature Page to Amendment to Incentive Equity Agreement]

Exhibit 10.12

SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI..

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

3.1 Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2 Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.

STOCK AVAILABLE FOR AWARDS

4.1 Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

4.2 Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.

4.3 Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than __________ Shares may be issued pursuant to the exercise of Incentive Stock Options.

4.4 Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Substitute Awards in respect of any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate in accordance with Applicable Laws. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added back to the Shares available for Awards under the Plan as provided in Section 4.2 above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not count against the Overall Share Limit (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided in Section 4.2 above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Service Providers prior to such acquisition or combination.

4.5 Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $750,000, increased to $1,000,000 of a non-employee Director’s initial service as a non-employee Director. The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.

ARTICLE V.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

5.1 General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock

Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at such Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2 Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be less than 100% of the Fair Market Value of a Share on the grant date of the Option or Stock Appreciation Right.

5.3 Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, unless otherwise determined by the Administrator in accordance with Applicable Laws, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation unless the Administrator otherwise determines.

5.4 Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (a) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (b) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5 Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

(a) cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

(b) if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (i) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (ii) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

(c) to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

(d) to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;

(e) to the extent permitted by the Administrator, delivery of any other property that the Administrator determines is good and valuable consideration; or

(f) to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

ARTICLE VI.

RESTRICTED STOCK; RESTRICTED STOCK UNITS

6.1 General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.

6.2 Restricted Stock.

(a) Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

(b) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

(c) Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which such Participant would otherwise be taxable under Section 83(a) of the Code, such Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.

6.3 Restricted Stock Units.

(a) Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.

(b) Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.

(c) Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.

ARTICLE VII.

OTHER STOCK OR CASH BASED AWARDS

7.1 Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICLE VIII.

ADJUSTMENTS FOR CHANGES IN COMMON STOCK

AND CERTAIN OTHER EVENTS

8.1 Equity Restructuring(a) . In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2 Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the

following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a) To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(b) To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

(e) To replace such Award with other rights or property selected by the Administrator; and/or

(f) To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3 Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.

8.4 General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant price or exercise price (if applicable). The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s capital

structure or its business, (b) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (c) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.

GENERAL PROVISIONS APPLICABLE TO AWARDS

9.1 Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2 Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3 Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4 Termination of Service; Change in Status. The Administrator will determine, in its sole discretion, the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether a particular leave of absence constitutes a Termination of Service or whether any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

9.5 Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (a) in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted, (b) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (c) if there is a public market for Shares at the time the tax obligations are to be satisfied, unless the Company otherwise determines, (i) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator,

or (d) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (b) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6 Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (a) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (b) the change is permitted under Article VIII or pursuant to Section 10.6.

9.7 Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (a) all Award conditions have been met or removed to the Company’s satisfaction, (b) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (c) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

9.8 Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9 Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value of a Share on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees if requested by the Company to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (a) two years from the grant date of the Option or (b) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

9.10 Prohibition on Repricing. Subject to Article VIII, the Administrator shall not, without the approval of the stockholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per Share, or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per Share exceeds the Fair Market Value of the underlying Shares. Furthermore, for purposes of this Section 9.10, except in connection with a corporate transaction involving the Company as described in Section 8.1 or 8.2, the terms of outstanding Awards may not be amended to reduce the exercise price per Share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per Share that is less than the exercise price per Share of the original Options or Stock Appreciation Rights without the approval of the stockholders of the Company.

ARTICLE X.

MISCELLANEOUS

10.1 No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or any Subsidiary or any of their respective affiliates. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

10.2 No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3 Effective Date and Term of Plan. The Plan will become effective on the Effective Date and, unless earlier terminated by the Board, will remain in effect until the earlier of (a) the earliest date as of which all Awards granted under the Plan have been satisfied in full or terminated and no Shares approved for issuance under the Plan remain available to be granted under new Awards or (b) the tenth anniversary of __________, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under the Plan.

10.4 Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment in a manner disproportionate to other similarly situated Awards without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Company will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws, including, but not limited to, in connection with any action prohibited under Section 9.10 or any action to cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 9.10.

10.5 Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

10.6 Section 409A.

(a) General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (i) exempt this Plan or any Award from Section 409A, or (ii) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b) Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the Termination of Service of a Participant. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment,” Termination of Service or like terms means a “separation from service.”

(c) Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.7 Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.

10.8 Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

10.9 Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company, any of its Subsidiaries or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company or any of its Subsidiaries holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.10 Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.11 Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written agreement that a specific provision of the Plan will not apply.

10.12 Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

10.13 Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.

10.14 Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.15 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.16 Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

10.17 Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

10.18 Grant of Awards to Certain Eligible Service Providers. The Company may provide through the establishment of a formal written policy (which shall be deemed a part of this Plan) or otherwise for the method by which Common Stock or other securities of the Company may be issued and by which such Common Stock or other securities and/or payment therefor may be exchanged or contributed among such entities, or may be returned upon any forfeiture of Common Stock or other securities by the eligible Service Provider.

ARTICLE XI.

DEFINITIONS

As used in the Plan, the following words and phrases will have the following meanings:

11.1 “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

11.2 “Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.

11.3 “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.

11.4 “Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5 “Board” means the Board of Directors of the Company.

11.6 “Cause” means (i) if a Participant is a party to a written employment, severance or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) failure to substantially perform Participant’s duties (other than any such failure resulting from Participant’s incapacity due to physical or mental illness), after written notice of such performance has been given to Participant; (B) use of illegal drugs by Participant or abuse of alcohol by Participant that impairs Participant’s ability to perform Participant’s duties to the Company and its Subsidiaries; (C) commission of a felony, a crime of moral turpitude or a misdemeanor involving fraud or dishonesty (for avoidance of doubt, a single driving while intoxicated (or other similar charge) shall not be considered a felony or crime of moral turpitude); (D) the perpetration of any act of fraud or material dishonesty against or affecting the Company, any of its affiliates, or any customer, agent or employee thereof; (E) material breach of fiduciary duty or material breach of Participant’s obligations under a written agreement between the Company and Participant; (F) Participant’s commission of an act of moral turpitude, including, without limitation, Participant engaging in any act of sexual misconduct at or in connection with work, including without limitation sexual harassment or sexual relations with subordinates; (G) taking any action which is intended to harm or disparage the Company, its Subsidiaries and their respective affiliates, or their reputations, or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company, its Subsidiaries or their respective affiliates; (H) Participant’s failure to cooperate in any audit or investigation of the business or financial practices of the Company and its Subsidiaries (other than as a result of death or Disability) that is not cured to the satisfaction of the Board within five (5) days after written notice to Participant specifying the failure; or (I) engaging in any act of material self-dealing without prior notice to and consent by the Board.

11.7 “Change in Control” means and includes each of the following:

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50 % of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.8 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.9 “Committee” means one or more committees or subcommittees of the Board, which may include one or more Directors or executive officers of the Company, or one or more committees consisting of executive officers of the Company, in each ase, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

11.10 “Common Stock” means the Class A common stock, par value $0.001 per share, of the Company.

11.11 “Company” means Solo Brands, Inc., a Delaware corporation, or any successor.

11.12 “Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (a) renders bona fide services to the Company or any Subsidiary; (b) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (c) is a natural person.

11.13 “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.14 “Director” means a Board member.

11.15 “Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.

11.16 “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

11.17 “Effective Date” means the date prior to the Public Trading Date.

11.18 “Employee” means any employee of the Company or its Subsidiaries.

11.19 “Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

11.20 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

11.21 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (a) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) in any case the Administrator may determine the Fair Market Value in its discretion to the extent such determination does not constitute a “material revision” to the Plan under applicable stock exchange or stock market rules and regulations (or otherwise require stockholder approval).

11.22 “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.23 “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

11.24 “Non-Qualified Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.

11.25 “Option” means an option to purchase Shares.

11.26 “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

11.27 “Overall Share Limit” means the sum of (i) __________ Shares; and (ii) an annual increase on the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2031, equal to the lesser of (A) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined by the Board.

11.28 “Participant” means a Service Provider who has been granted an Award.

11.29 “Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals;business development goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; marketing initiatives; and other measures of performance selected by the Board or Committee whether or not listed herein, any of which may be measured in absolute terms, as compared to any incremental increase or decrease or qualitatively in the Board or Committee’s sole discretion. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which

the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, a Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Common Stock, (m) any business interruption event, (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.

11.30 “Plan” means this 2021 Incentive Award Plan, as may be amended from time to time.

11.31 “Public Trading Date” means the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

11.32 “Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.33 “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one or more Shares or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

11.34 “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

11.35 “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.36 “Securities Act” means the Securities Act of 1933, as amended.

11.37 “Service Provider” means an Employee, Consultant or Director.

11.38 “Shares” means shares of Common Stock.

11.39 “Stock Appreciation Right” means a stock appreciation right granted under Article V.

11.40 “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

11.41 “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

11.42 “Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

Exhibit 10.13

SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Solo Brands, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


Participant:

Grant Date:

Exercise Price per Share:

Shares Subject to the Option:

Final Expiration Date:

Vesting Commencement Date:

Vesting Schedule:		[To be specified in individual grant notices]

Type of Option		[Incentive Stock Option/Non-Qualified Stock Option]

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.


SOLO BRANDS, INC.						PARTICIPANT

By:

Name:						[Participant Name]

Title:

Exhibit A

STOCK OPTION AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

GENERAL

1.1 Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.

PERIOD OF EXERCISABILITY

2.1 Commencement of Exercisability. The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. In the event of Participant’s Termination of Service for any reason, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, including the Grant Notice.

2.2 Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.

2.3 Expiration of Option. The Option will expire on (and therefore may not be exercised to any extent by anyone after) the first of the following to occur:

(a) The final expiration date in the Grant Notice;

(b) Except as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;

(c) Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and

(d) Except as the Administrator may otherwise approve, the date of Participant’s Termination of Service for Cause.

ARTICLE III.

EXERCISE OF OPTION

3.1 Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

3.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires. The Option may only be exercised for whole Shares.

3.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.3 hereof:

(a) A written notice of exercise in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option (or portion thereof), stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 5.5 of the Plan that is acceptable to the Administrator;

(d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Laws; and

(e) In the event the Option or portion thereof shall be exercised pursuant to Section 3.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

3.4 Tax Withholding.

(a) Participant will not be allowed to exercise this Option unless Participant makes arrangements acceptable to the Company for the withholding of taxes that may be due as a result of the option exercise. The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company reduce such amount from other compensation payable to Participant or retain Shares otherwise issuable under the Option. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the exercise of the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option.

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(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.

3.5 Broker-Assisted Sales. In the event any tax withholding or exercise price obligation arising in connection with the Option will be satisfied under Section 5.5(b) or Section 9.5(c) of the Plan, as applicable, then the Company may elect to instruct any broker acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding or exercise price obligation and to remit the proceeds of such sale to the Company or Subsidiary thereof with respect to which the withholding or exercise price obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such broker to complete the transactions described in this Section 3.5, including the transactions described in the previous sentence, as applicable. In the event of any broker-assisted sale of Shares in connection with the payment of tax withholdings or exercise price: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as reasonably practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or exercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or exercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its applicable Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable withholding obligation.

ARTICLE IV.

OTHER PROVISIONS

4.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested persons. To the extent allowable pursuant to Applicable Law, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this Agreement.

4.2 Option Not TransferrableSection 2.2 . Unless otherwise determined by the Administrator, subject to Section 3.1, (a) the Option may not be sold, assigned or transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, subject to the Administrator’s consent, pursuant to a domestic relations order and (b) neither the Option nor any

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interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy). Any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by this Section 4.2.

4.3 Adjustments. Upon the occurrence of certain events as provided in Article VIII of the Plan, Participant acknowledges that the number of Shares subject to, and the exercise price of, the Option is subject to adjustment, modification and termination.

4.4 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6 Governing Law. The Option, Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

4.7 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.8 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and this Agreement, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.9 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.10 Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that this Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole

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discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Option either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.11 Claw-back Provisions. This Option (including any proceeds, gains or other economic benefit Participant actually or constructively receives upon receipt or exercise of this Option or the receipt or resale of any Shares underlying this Option) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

4.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.13 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

4.15 No Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of the Option unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article VIII of the Plan.

4.16 Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.17 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, “.pdf” format, scanned pages or other electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.

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4.18 Incentive Stock Options. If the Option is designated as an Incentive Stock Option:

(a) Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with respect to the shares is granted) with respect to which stock options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000 or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified stock options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the Code. Participant acknowledges that amendments or modifications made to the Option pursuant to the Plan that would cause the Option to become a Non-Qualified Stock Option will not materially or adversely affect Participant’s rights under the Option, and that any such amendment or modification shall not require Participant’s consent. Participant also acknowledges that if the Option is exercised more than three (3) months after Participant’s Termination of Service as an Employee, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock Option.

(b) Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or other transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

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Exhibit 10.14

SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Solo Brands, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


Participant:

Grant Date:

Number of RSUs:

Vesting Commencement Date:

Vesting Schedule:		[To be specified in individual grant notices]

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

GENERAL

1.1 Award of RSUs. The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.

1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3 Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.

VESTING; FORFEITURE AND SETTLEMENT

2.1 Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, including the Grant Notice.

2.2 Settlement.

(a) RSUs will be settled in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than thirty (30) days after the RSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b) At the time of settlement, Participant will receive one Share for each vested RSU. No fractional Shares will be issued upon settlement. The Company, in its sole discretion, may instead substitute an amount in cash for the vested RSU. If an RSU is settled in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day immediately preceding the settlement date.

ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2 Tax Withholding.

(a) Participant will not receive any shares issued upon settlement of the vested RSUs unless Participant makes arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the settlement of the vested RSUs. The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company reduce the amount of such withholding taxes from other compensation payable to the Participant or retain Shares otherwise issuable under the Award. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting and settlement of the RSUs or any other taxable event related thereto.

(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.

3.3 Broker-Assisted Sales. In the event any tax withholding obligation arising in connection with the RSUs will be satisfied under Section 9.5(c) of the Plan, then the Company may elect to instruct any broker acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or Subsidiary thereof with respect to which the withholding obligation arises. Participant’s acceptance of these RSUs constitutes Participant’s instruction and authorization to the Company and such broker to complete the transactions described in this Section 3.3, including the transactions described in the previous sentence, as applicable. In the event of any broker-assisted sale of Shares in connection with the payment of tax withholdings: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation occurs or arises, or as soon thereafter as reasonably practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its applicable Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable withholding obligation.

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ARTICLE IV.

OTHER PROVISIONS

4.2 RSUs Not TransferrableSection 2.1 . Unless otherwise determined by the Administrator, (a) the RSUs may not be sold, assigned or transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, subject to the Administrator’s consent, pursuant to a domestic relations order and (b) neither the RSUs nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy). Any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by this Section 4.2.

4.3 Adjustments. Upon the occurrence of certain events as provided in Article VIII of the Plan, Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination.

4.4 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6 Governing Law. The RSUs, Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

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4.9 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.10 Section 409A. The RSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for the RSUs either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

4.11 Claw-back Provisions. The RSUs (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of the RSUs or the settlement or resale of any Shares underlying this RSUs) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

4.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.

4.15 No Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable upon settlement of the RSUs unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article VIII of the Plan.

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Exhibit 10.15

SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

RESTRICTED STOCK GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Solo Brands, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the shares of Restricted Stock described in this Grant Notice (the “Restricted Shares”), subject to the terms and conditions of the Plan and the Restricted Stock Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


Participant:
Grant Date:
Number of Restricted Shares:
Vesting Commencement Date:
Vesting Schedule:		[To be specified in individual grant notices]


SOLO BRANDS, INC.				PARTICIPANT

By:
Name:				[Participant Name]
Title:

Exhibit A

RESTRICTED STOCK AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

GENERAL

1.1 Issuance of Restricted Shares. The Company will issue the Restricted Shares to Participant effective as of the grant date set forth in the Grant Notice and will cause (a) a stock certificate or certificates representing the Restricted Shares to be registered in Participant’s name or (b) the Restricted Shares to be held in book-entry form. If a stock certificate is issued, the certificate will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive legends required by this Agreement. If the Restricted Shares are held in book-entry form, then the book-entry will indicate that the Restricted Shares are subject to the restrictions of this Agreement.

1.2 Incorporation of Terms of Plan. The Restricted Shares are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.

VESTING, FORFEITURE AND ESCROW

2.1 Vesting. The Restricted Shares will become vested Shares (the “Vested Shares”) according to the vesting schedule in the Grant Notice except that any fraction of a Share that would otherwise become a Vested Share will be accumulated and will become a Vested Share only when a whole Vested Share has accumulated.

2.2 Forfeiture. In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the “Unvested Shares”) at the time of Participant’s Termination of Service, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, including the Grant Notice. Upon forfeiture of Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Participant will have no further rights with respect to the Unvested Shares.

2.3 Escrow.

(a) Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in effect. By accepting this Award, Participant appoints the Company and its authorized representatives as Participant’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares.

(b) All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash made or declared with respect to the Unvested Share. Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the Retained Distributions were paid or declared.

(c) As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Participant so requests) representing the Share to be delivered to Participant or, if the Share is held in book-entry form, cause the notations indicating the Share is subject to the restrictions of this Agreement to be removed and (ii) pay to Participant the Retained Distributions relating to the Share.

2.4 Rights as Stockholder. Except as otherwise provided in this Agreement or the Plan, upon issuance of the Restricted Shares by the Company, Participant will have all the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares.

ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.1 Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2 Section 83(b) Election. If Participant makes an election under Section 83(b) of the Code with respect to the Restricted Shares, Participant will deliver a copy of the election to the Company promptly after filing the election with the Internal Revenue Service.

3.3 Tax Withholding.

(a) The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Restricted Shares as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company reduce the amount of such withholding taxes from other compensation payable to Participant or retain Shares otherwise deliverable under the Award. The Company shall not be obligated to release Unvested Shares that become Vested Shares from escrow to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of the Restricted Shares or any other taxable event related thereto.

(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Restricted Shares. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Restricted Shares or the subsequent sale of the Restricted Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure this Award to reduce or eliminate Participant’s tax liability.

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3.4 Broker-Assisted Sales. In the event any tax withholding obligation arising in connection with the Restricted Shares will be satisfied under Section 9.5(c) of the Plan, then the Company may elect to instruct any broker acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then released from restriction upon the vesting of the Restricted Shares as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or Subsidiary thereof with respect to which the withholding obligation arises. Participant’s acceptance of these Restricted Shares constitutes Participant’s instruction and authorization to the Company and such broker to complete the transactions described in this Section 3.4, including the transactions described in the previous sentence, as applicable. In the event of any broker-assisted sale of Shares in connection with the payment of tax withholdings: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation occurs or arises, or as soon thereafter as reasonably practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its applicable Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable withholding obligation.

ARTICLE IV.

RESTRICTIVE LEGENDS AND TRANSFERABILITY

4.2 Legends. Any certificate representing a Restricted Share will bear the following legend until the Restricted Share becomes a Vested Share:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4.3 Transferability. The Restricted Shares and any Retained Distributions are subject to the restrictions on transfer in the Plan and may not be sold, assigned or transferred in any manner unless and until the Unvested Shares become Vested Shares. Any attempted transfer or disposition of Unvested Shares or related Retained Distributions prior to the time the Unvested Shares become Vested Shares will be null and void. The Company will not be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement or (b) treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Share has been so transferred. The Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to the same effect in its records.

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ARTICLE V.

OTHER PROVISIONS

5.1 Adjustments. Upon the occurrence of certain events provided in Article VIII of the Plan, Participant acknowledges that the Restricted Shares are subject to adjustment, modification and termination.

5.2 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

5.3 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.4 Governing Law. The Restricted Shares, Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

5.5 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

5.6 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.7 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Restricted Shares will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

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5.8 Section 409A. The Restricted Shares are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Restricted Shares (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for the Restricted Shares either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

5.9 Claw-back Provisions. The Restricted Shares (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or vesting of the Restricted Shares or the resale of any Shares that become Vested Shares) will be subject to any Company claw-back policy as in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

5.10 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.11 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

5.12 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Award.

5.13 Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

5.14 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, “.pdf” format, scanned pages or other electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.

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Exhibit 10.16

SOLO BRANDS, INC.

2021 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE


Participant:
Grant Date:
Number of RSUs:
Vesting Commencement Date:
Vesting Schedule:		[To be specified in individual grant notices]

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant further agrees that the grant of RSUs hereunder satisfies in full and supersedes any rights Participant may have had pursuant to that certain letter regarding Board service between the Company and Participant, dated as of _____, 2021 (the “Board Letter”). Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.


SOLO BRANDS, INC.		PARTICIPANT

By:

Name:		[Participant Name]

Title:

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

GENERAL

1.3 Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.

VESTING; FORFEITURE AND SETTLEMENT

ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.2 Tax Withholding.

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ARTICLE IV.

OTHER PROVISIONS

4.4 Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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4.9 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.

4.15 No Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable upon settlement of the RSUs unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article VIII of the Plan.

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4.16 Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

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Exhibit 10.17

SOLO BRANDS, INC.

2021 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I.

PURPOSE

The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company.

The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries but shall not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise determined by the Administrator or provided herein, the Non-Section 423 Component will operate and be administered in the same manner as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering.

For purposes of this Plan, the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms of participation are the same within each separate Offering under the Section 423 Component (as determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.

ARTICLE II.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. Masculine, feminine and neuter pronouns are used interchangeably and each comprehends the others.

2.1 “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article XI.

2.2 “Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan.

2.3 “Applicable Law” shall mean the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where rights under this Plan are granted.

2.4 “Board” shall mean the Board of Directors of the Company.

2.5 “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended and the regulations issued thereunder.

2.6 “Common Stock” shall mean the Class A common stock of the Company and such other securities of the Company that may be substituted therefor pursuant to Article VIII.

2.7 “Company” shall mean Solo Brands, Inc., a Delaware corporation, or any successor.

2.8 “Compensation” of an Eligible Employee means, unless otherwise determined by the Administrator, the gross base compensation received by such Eligible Employee as compensation for services to the Company or any Designated Subsidiary.

2.9 “Designated Subsidiary” shall mean any Subsidiary designated by the Administrator in accordance with Section 11.2(b), such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate in either the Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary that, for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section 423 Component shall automatically constitute a Designated Subsidiary that participates in the Section 423 Component.

2.10 “Effective Date” shall mean the day prior to the Public Trading Date.

2.11 “Eligible Employee” shall mean:

(a) an Employee who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of Shares and other securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes of the foregoing sentence, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding options shall be treated as stock owned by the Employee.

(b) Notwithstanding the foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code, (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement may not exceed two years), (iii) such Employee’s customary employment is for twenty hours per week or less, (iv) such Employee’s customary employment is for less than five months in any calendar year and/or (v) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Shares under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Shares under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses (i), (ii), (iii), (iv) or (v) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).

(c) Further notwithstanding the foregoing, with respect to the Non-Section 423 Component, the first sentence of Section 2.11(a) above shall not apply in determining who is an “Eligible Employee,” except (i) the Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible Employees, and (ii) to the extent the restrictions in the first sentence in this definition are not consistent with applicable local laws, the applicable local laws shall control.

2.12 “Employee” shall mean any individual who renders services to the Company or any Designated Subsidiary in the status of an employee, and, with respect to the Section 423 Component, a person who is an employee within the meaning of Section 3401(c) of the Code. For purposes of an individual’s participation in, or other rights under the Plan, all determinations by the Company shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3) month period.

2.13 “Enrollment Date” shall mean the first Trading Day of each Offering Period.

2.14 “Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.

2.15 “Non-Section 423 Component” shall mean those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

2.16 “Offering” shall mean an offer under the Plan of a right to purchase Shares that may be exercised during an Offering Period as further described in Article IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3).

2.17 “Offering Document” shall have the meaning given to such term in Section 4.1.

2.18 “Offering Period” shall have the meaning given to such term in Section 4.1.

2.19 “Parent” shall mean any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.20 “Participant” shall mean any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Shares pursuant to the Plan.

2.21 “Payday” means the regular or recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.

2.22 “Plan” shall mean this 2021 Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as may be amended from time to time.

2.23 “Public Trading Date” means the first date upon which the Class A Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.24 “Purchase Date” shall mean the last Trading Day of each Purchase Period or such other date as determined by the Administrator and set forth in the Offering Document.

2.25 “Purchase Period” shall refer to one or more periods within an Offering Period, as designated in the applicable Offering Document; provided, however, that, in the event no purchase period is designated by the Administrator in the applicable Offering Document, the purchase period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering Period.

2.26 “Purchase Price” shall mean the purchase price designated by the Administrator in the applicable Offering Document (which purchase price, for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document shall be 85 % of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less than the par value of a Share.

2.27 “Section 423 Component” shall mean those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

2.28 “Securities Act” shall mean the Securities Act of 1933, as amended.

2.29 “Share” shall mean a share of Common Stock.

2.30 “Subsidiary” shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; provided, however, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole owner of such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship.

2.31 “Trading Day” shall mean a day on which national stock exchanges in the United States are open for trading.

2.32 “Treas. Reg.” means U.S. Department of the Treasury regulations.

ARTICLE III.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be __________ Shares. In addition to the foregoing, subject to Article VIII, on the first day of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2031, the number of Shares available for issuance under the Plan shall be increased by that number of Shares equal to the least of (a) 0.5% of the Shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of Shares as determined by the Board. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to the rights granted under the Section 423 Component of the Plan shall not exceed an aggregate of __________ Shares, subject to Article VIII.

3.2 Shares Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury shares or Shares purchased on the open market.

ARTICLE IV.

OFFERING PERIODS; OFFERING DOCUMENTS; PURCHASE DATES

4.1 Offering Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of the Plan. The Administrator shall establish in each Offering Document one or more Purchase Periods during such Offering Period during which rights granted under the Plan shall be exercised and purchases of Shares carried out during such Offering Period in accordance with such Offering Document and the Plan. The provisions of separate Offering or Offering Periods under the Plan need not be identical.

4.2 Offering Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this Plan by reference or otherwise):

(a) the length of the Offering Period, which period shall not exceed twenty-seven months;

(b) the length of the Purchase Period(s) within the Offering Period;

(c) in connection with each Offering Period that contains only one Purchase Period, the maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary designation by the Administrator, shall be 25,000 Shares;

(d) in connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of Shares which may be purchased by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator, shall be 25,000 Shares; and

(e) such other provisions as the Administrator determines are appropriate, subject to the Plan.

ARTICLE V.

ELIGIBILITY AND PARTICIPATION

5.1 Eligibility. Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and, for the Section 423 Component the limitations imposed by Section 423(b) of the Code.

5.2 Enrollment in Plan.

(a) Except as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company provides.

(b) Each subscription agreement shall designate either (i) a whole percentage of such Eligible Employee’s Compensation or (ii) or a fixed dollar amount, in either case, to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering Period as payroll deductions under the Plan. In either event, the designated percentage or fixed dollar amount may not be less than 1% and may not be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall be 20% in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds of the Company.

(c) A Participant may increase or decrease the percentage of Compensation or the fixed dollar amount designated in his or her subscription agreement, subject to the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall be allowed to decrease (but not increase) his or her payroll deduction elections one time during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll period following ten business days after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant to Article VII.

(d) Except as otherwise set forth in an Offering Document or determined by the Administrator, a Participant may participate in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.

5.3 Payroll Deductions. Except as otherwise provided in the applicable Offering Document, payroll deductions for a Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday in the Offering Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however, that, for any Offering under the Section 423 Component, the Administrator shall take into consideration any limitations under Section 423 of the Code when applying an alternative method of contribution.

5.4 Effect of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation under the Plan as provided in Article VII or otherwise becomes ineligible to participate in the Plan.

5.5 Limitation on Purchase of Shares. An Eligible Employee may be granted rights under the Section 423 Component only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the Fair Market Value of the Shares (determined as of the first day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code.

5.6 Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date.

5.7 Foreign Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the

Section 423 Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to Eligible Employees who are residents of the United States. Such special terms may be set forth in an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section 11.2(g). Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants who are foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll deductions or contributions.

5.8 Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal Payday equal to his or her authorized payroll deduction.

ARTICLE VI.

GRANT AND EXERCISE OF RIGHTS

6.1 Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded down to the nearest Share). The right shall expire on the earliest of: (x) the last Purchase Date of the Offering Period, (y) the last day of the Offering Period and (z) the date on which the Participant withdraws in accordance with Section 7.1 or Section 7.3.

6.2 Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for the next following Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may determine and may be issued in certificated form or issued pursuant to book-entry procedures.

6.3 Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date or such earlier date as determined by the Administrator.

6.4 Withholding. At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Shares issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s Compensation or Shares received pursuant to the Plan the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant.

6.5 Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions:

(a) The admission of such Shares to listing on all stock exchanges, if any, on which the Shares are then listed;

(b) The completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) The payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any; and

(e) The lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish for reasons of administrative convenience.

ARTICLE VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY

7.1 Withdrawal. A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than one week prior to the end of the Offering Period or, if earlier, the end of the Purchase Period (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). All of the Participant’s payroll deductions credited to his or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal without any interest thereon (except as may be required by applicable local laws) and such Participant’s rights for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant timely delivers to the Company a new subscription agreement.

7.2 Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.

7.3 Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s account during the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable without any interest thereon (except as may be required by applicable local laws), and such Participant’s rights for the Offering Period shall be automatically terminated. If a Participant transfers employment from the Company or any Designated Subsidiary participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between entities participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.

ARTICLE VIII.

ADJUSTMENTS UPON CHANGES IN SHARES

8.1 Changes in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), change in control, reorganization, merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es) and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.

8.2 Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including without limitation any change in control), or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(a) To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right with other rights or property selected by the Administrator in its sole discretion;

(b) To provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(c) To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;

(d) To provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall be terminated; and

(e) To provide that all outstanding rights shall terminate without being exercised.

8.3 No Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustment or action described in this Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of the Code.

8.4 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.

ARTICLE IX.

AMENDMENT, MODIFICATION AND TERMINATION

9.1 Amendment, Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time to time; provided, however, that approval of the Company’s stockholders shall be required to amend the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment as provided by Article VIII); or (b) change the corporations or classes of corporations whose employees may be granted rights under the Plan.

9.2 Certain Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into account Section 423 of the Code), the Administrator shall be entitled to change or terminate the Offering Periods, add or revise Offering Period share limits, limit the frequency and/or number of changes in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing

of payroll withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent with the Plan.

9.3 Actions In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(a) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(b) shortening any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the Administrator action; and

Such modifications or amendments shall not require stockholder approval or the consent of any Participant.

9.4 Payments Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan account shall be refunded as soon as practicable after such termination, without any interest thereon, or the Offering Period may be shortened so that the purchase of Shares occurs prior to the termination of the Plan.

ARTICLE X.

TERM OF PLAN

The Plan shall become effective on the Effective Date. The effectiveness of the Section 423 Component of the Plan shall be subject to approval of the Plan by the stockholders of the Company within twelve months following the date the Plan is first approved by the Board. No right may be granted under the Section 423 Component of the Plan prior to such stockholder approval. The Plan shall remain in effect until terminated under Section 9.1. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.

ARTICLE XI.

ADMINISTRATION

11.1 Administrator. Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan). The Board may at any time vest in the Board any authority or duties for administration of the Plan. The Administrator may delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities account under the Plan for each Participant.

11.2 Authority of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(a) To determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which need not be identical).

(b) To designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without the approval of the stockholders of the Company.

(c) To impose a mandatory holding period pursuant to which Employees may not dispose of or transfer Shares purchased under the Plan for a period of time determined by the Administrator in its discretion.

(d) To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(e) To amend, suspend or terminate the Plan as provided in Article IX.

(f) Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code for the Section 423 Component.

(g) The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

11.3 Decisions Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE XII.

MISCELLANEOUS

12.1 Restriction upon Assignment. A right granted under the Plan shall not be transferable other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extent except by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights under the Plan or any rights thereunder.

12.2 Rights as a Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until such Shares have been issued to the Participant or his or her nominee following exercise of the Participant’s rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein or as determined by the Administrator.

12.3 Interest. No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.

12.4 Designation of Beneficiary.

(a) A Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.

(b) Such designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

12.5 Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

12.6 Equal Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423 Component that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as other Eligible Employees participating in the Non-Section 423 Component or as Eligible Employees participating in the Section 423 Component.

12.7 Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

12.8 Reports. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.

12.9 No Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company or any Parent or Subsidiary to terminate the employment of any person (including any Eligible Employee or Participant) at any time, with or without cause.

12.10 Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer is made: (a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.

12.11 Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

12.12 Electronic Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order to be a valid election.

12.13 Grant of Rights to Certain Eligible Employees. The Company may provide through the establishment of a formal written policy (which shall be deemed a part of this Plan) or otherwise for the method by which Common Stock or other securities of the Company may be issued and by which such Common Stock or other securities and/or payment therefor may be exchanged or contributed among such entities, or may be returned upon any forfeiture of Common Stock or other securities by the Eligible Employee.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated July 2, 2021, in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-260026) and related Prospectus of Solo Brands, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Dallas, Texas

October 20, 2021

Exhibit 23.2

Consent of Independent Auditors

We consent to the use in the Registration Statement of Solo Brands, Inc. of our report dated June 11, 2021, relating to financial statements of Chubbies, Inc. as of January 30, 2021, and for the year then ended, and to the reference to our firm under the heading “Experts” in the prospectus, which is part of the Registration Statement.

/s/ Moss Adams LLP

Los Angeles, California

October 20, 2021