Document

			
	




HAYWARD HOLDINGS, INC.




AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT




DATED AS OF March 16, 2021


			
	


TABLE OF CONTENTS
Page
						
	ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION	1

	1.1    Definitions
	1

	1.2    Rules of Construction
	12

	ARTICLE II ISSUANCES AND TRANSFERS OF SECURITIES	13

	2.1    Issuances and Transfers of Securities
	13

	2.2    Restriction on Transfer; Coordination
	13

	2.3    [Intentionally Omitted.]
	15

	2.4    [Intentionally Omitted.]
	15

	2.5    Call Right; Forfeiture
	15

	ARTICLE III [INTENTIONALLY OMITTED.]	18

	ARTICLE IV [INTENTIONALLY OMITTED.]	18

	ARTICLE V REGISTRATION RIGHTS	18

	5.1    [Intentionally Omitted.]
	18

	5.2    Required Registration
	18

	5.3    Piggyback Registration
	20

	5.4    Registration on Form S-3 or Form S-3ASR
	21

	5.5    Holdback Agreement
	23

	5.6    Preparation and Filing
	24

	5.7    Expenses
	27

	5.8    Indemnification
	28











						
	5.9    Underwriting Agreement
	30

	5.10    Information by Holder
	32

	5.11    Exchange Act Compliance
	32

	ARTICLE VI SECURITIES LAW COMPLIANCE; LEGENDS	32

	6.1    Restrictive Legends
	32

	6.2    Notice of Transfer
	32

	6.3    Removal of Legends, Etc
	33

	6.4    Additional Legend
	33

	6.5    Future Stockholders
	34

	ARTICLE VII AMENDMENT AND WAIVER	34

	7.1    Amendment
	34

	7.2    Waiver
	35

	ARTICLE VIII TERMINATION	35

	ARTICLE IX MISCELLANEOUS	35

	9.1    Severability
	35

	9.2    Entire Agreement
	35

	9.3    Independence of Agreements and Covenants
	36

	9.4    Successors and Assigns
	36

	9.5    Counterparts; Facsimile Signatures; Validity
	36

	9.6    Remedies
	36

	9.7    Notices
	37

	9.8    Governing Law; Venue
	38

	9.9    Waiver of Jury Trial
	39

	9.10    Further Assurances
	39

	9.11    Conflicting Agreements
	39

	9.12    Third Party Reliance
	40

	9.13    Subsidiaries
	40

	9.14    Adjustments
	40

	9.15    Non-Recourse
	40


TABLE OF CONTENTS
Page
						
	ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION	1

	1.1    Definitions
	1

	1.2    Rules of Construction
	12

	ARTICLE II ISSUANCES AND TRANSFERS OF SECURITIES	13

	2.1    Issuances and Transfers of Securities
	13

	2.2    Restriction on Transfer; Coordination
	13

	2.3    [Intentionally Omitted.]
	15

	2.4    [Intentionally Omitted.]
	15











						
	2.5    Call Right; Forfeiture
	15

	ARTICLE III [INTENTIONALLY OMITTED.]	18

	ARTICLE IV [INTENTIONALLY OMITTED.]	18

	ARTICLE V REGISTRATION RIGHTS	18

	5.1    [Intentionally Omitted.]
	18

	5.2    Required Registration
	18

	5.3    Piggyback Registration
	20

	5.4    Registration on Form S-3 or Form S-3ASR
	21

	5.5    Holdback Agreement
	23

	5.6    Preparation and Filing
	24

	5.7    Expenses
	27

	5.8    Indemnification
	28

	5.9    Underwriting Agreement
	30

	5.10    Information by Holder
	32

	5.11    Exchange Act Compliance
	32

	ARTICLE VI SECURITIES LAW COMPLIANCE; LEGENDS	32

	6.1    Restrictive Legends
	32

	6.2    Notice of Transfer
	32

	6.3    Removal of Legends, Etc
	33

	6.4    Additional Legend
	33

	6.5    Future Stockholders
	34

	ARTICLE VII AMENDMENT AND WAIVER	34

	7.1    Amendment
	34

	7.2    Waiver
	35

	ARTICLE VIII TERMINATION	35

	ARTICLE IX MISCELLANEOUS	35

	9.1    Severability
	35

	9.2    Entire Agreement
	35

	9.3    Independence of Agreements and Covenants
	36

	9.4    Successors and Assigns
	36

	9.5    Counterparts; Facsimile Signatures; Validity
	36

	9.6    Remedies
	36

	9.7    Notices
	37

	9.8    Governing Law; Venue
	38

	9.9    Waiver of Jury Trial
	39

	9.10    Further Assurances
	39

	9.11    Conflicting Agreements
	39

	9.12    Third Party Reliance
	40

	9.13    Subsidiaries
	40











						
	9.14    Adjustments
	40

	9.15    Non-Recourse
	40







 IN WITNESS WHEREOF, the undersigned have duly executed this Stockholders’ Agreement as of the date first written above.


COMPANY:


HAYWARD HOLDINGS, INC.


By:  /s/ Kevin Holleran        
    Name: Kevin Holleran
    Title: President and Chief Executive Officer












CCMP INVESTORS:


CCMP CAPITAL INVESTORS III, L.P.


By:  CCMP CAPITAL ASSOCIATES III, L.P.,
Its General Partner 


By:  CCMP CAPITAL ASSOCIATES III GP, LLC,
Its General Partner 




By:  /s/ Mark McFadden            
    Name: Mark McFadden
    Title: Managing  Director    




CCMP CAPITAL INVESTORS (EMPLOYEE) III, L.P.


By:  CCMP CAPITAL ASSOCIATES III, L.P.,
Its General Partner 


By:  CCMP CAPITAL ASSOCIATES III GP, LLC,
Its General Partner 


By:  /s/ Mark McFadden            
    Name: Mark McFadden
    Title: Managing  Director    
 












MSD INVESTORS:




MSD AQUA PARTNERS, LLC




By:  /s/ Marcello Liguori        
    Name: Marcello Liguori
    Title: Vice President


















AIMCO INVESTORS:


PE16PX ROCKY MOUNTAIN LTD.




By:  /s/ James Ridout            
    Name: James Ridout
    Title: Director




PE16GV ROCKY MOUNTAIN LTD.




By:  /s/ James Ridout            
    Name: James Ridout
    Title: Director














a.
Joinder Agreement
The undersigned is executing and delivering this Joinder Agreement pursuant to the Hayward Holdings, Inc. Amended and Restated Stockholders’ Agreement, dated as of March 16, 2021 (as amended, modified, restated or supplemented from time to time, the “Stockholders’ Agreement”).  Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Stockholders’ Agreement.
By executing and delivering this Joinder Agreement to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Stockholders’ Agreement in the same manner as if the undersigned were an original signatory to such agreement.
The undersigned agrees that the undersigned shall be a Stockholder and [a] [an] [CCMP Investor] [MSD Investor] [AIMCo Investor] [Management Stockholder] [Other Stockholder].
Accordingly, the undersigned has executed and delivered this Joinder Agreement as of 
                .
						
		                    
Signature of Stockholder


                    
Print Name of Stockholder

	Number of
Stockholder Shares:


_________shares of Common Stock
	                    


                    


                    


                    
Address
                    
E-mail
                    
Telephone

	ACKNOWLEDGED & ACCEPTED:
HAYWARD HOLDINGS, INC.


By                     
Name:
Title: