Exhibit 10.3


 





amendment
NO. 1 to the TAX RECEIVABLE AGREEMENT 


 


This
AMENDMENT NO. 1 (this “Amendment”) to that certain Tax Receivable Agreement, dated as of August 9, 2021 (the “Tax
Receivable Agreement”), by and among Weber Inc., a Delaware corporation (the “PubCo”), Weber HoldCo, LLC,
a Delaware limited liability company (and a continuation of the Weber-Stephen Products, LLC partnership for U.S. federal income tax purposes)
(“OpCo”), BDT WSP Holdings, LLC, a Delaware limited liability company (“Holdings”), and the other
parties identified thereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”),
is made and entered into by the Requisite Parties (as defined below) on December 11, 2022. Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the Tax Receivable Agreement.


 


WHEREAS,
PubCo and the TRA Parties entered into the Tax Receivable Agreement as of August 9, 2021;


 


WHEREAS,
concurrently herewith, PubCo has entered into an Agreement and Plan of Merger, dated as of the date hereof, by and among PubCo, Ribeye
Parent, LLC and Ribeye Merger Sub, Inc. (“Merger Sub”), whereby Merger Sub shall merge with and into PubCo;


 


WHEREAS,
pursuant to Section 7.6(b) of the Tax Receivable Agreement, (a) the Tax Receivable Agreement may be amended or modified by a written
instrument signed by each of PubCo and the TRA Parties who would be entitled to receive at least a majority of the total amount of the
Early Termination Payments payable to all TRA Parties under the Tax Receivable Agreement if PubCo had exercised its right of early termination
on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA
Party pursuant to the Tax Receivable Agreement since the date of such most recent Exchange) (the “Requisite Parties”)
and (b) PubCo, Holdings and Byron D. Trott are the Requisite Parties as of the date hereof; and


 


WHEREAS,
the Requisite Parties wish to amend and modify the Tax Receivable Agreement as set forth herein.


 


NOW,
THEREFORE, the Requisite Parties agree as follows:


 


		1.	Amendment.
                                            The following is hereby added to Article IV of the Tax Receivables Agreement as a new Section
                                            4.4 of the Tax Receivables Agreement:



 


“Notwithstanding
the foregoing or anything else to the contrary in this Agreement (including the first proviso in the first sentence of Section 4.1(a)),
this Agreement shall automatically terminate in full without any payment (including any Tax Benefit Payment under Section 3.1 or any
Early Termination Payment under Section 4.1) to or from any party hereto, upon the consummation of the merger of Ribeye Merger Sub, Inc.
(“Merger Sub”) with and into PubCo (the “Merger”) pursuant to that certain


 




     


     


    

Agreement
and Plan of Merger, dated as of December 11, 2022, by and among PubCo, Merger Sub and Ribeye Parent, LLC, as may be amended from time
to time pursuant to its terms (the “Merger Agreement”). Notwithstanding anything in this Agreement to the contrary,
neither the execution of the Merger Agreement nor the consummation of the Merger shall constitute a Change of Control and no payment
(including any Tax Benefit Payment under Section 3.01 or any Early Termination Payment under Section 4.01) to or from any party hereto
shall be made as a result thereof.”


 


		2.	Effect of Amendment. Upon the
                                            execution and delivery of this Amendment by the Requisite Parties, this Amendment shall become
                                            effective as of the date hereof pursuant to Section 7.6(b) of the Tax Receivable Agreement,
                                            and binding upon and enforceable against the other TRA Parties. This Amendment shall not
                                            constitute an amendment or modification of any other provision of the Tax Receivable Agreement
                                            not expressly referred to in Section 1 of this Amendment. Except as specifically modified
                                            and amended hereby, the Tax Receivable Agreement shall remain unchanged and in full force
                                            and effect. References in the Tax Receivable Agreement to “this Agreement”, “herein”,
                                            “hereunder”, “hereto”, “hereof” and words of similar
                                            import shall refer to the Tax Receivable Agreement as amended hereby, and references to the
                                            date of the Tax Receivable Agreement, and references to the “date hereof”, “the
                                            date of this Agreement” or words of similar meaning in the Tax Receivable Agreement,
                                            shall continue to refer to August 9, 2021.



 


		3.	Miscellaneous. The provisions
                                            of Sections 7.1 (Notices), 7.2 (Counterparts), 7.3 (Entire Agreement; No
                                            Third Party Beneficiaries), 7.4 (Governing Law), 7.5 (Severability), 7.6
                                            (Successors; Assignment; Amendments; Waivers), 7.7 (Titles and Subtitles),
                                            7.8 (Resolution of Disputes) and 7.12 (Confidentiality) of the Tax Receivable
                                            Agreement are incorporated herein by reference, mutatis mutandis, and shall be binding
                                            upon PubCo and the TRA Parties.



 


[Signature Page
Follows]


 




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IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the date first written above.


 


	 	WEBER inc.
	 	 
	 	 
	 	/s/ Alan Matula
	 	Name:  	Alan Matula  
	 	Title: 	 Interim Chief Executive Officer


 


 


[Signature Page
to Amendment to TRA]


 




     


     


    

IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the date first written above.


 


	 	BDT WSP HOLDINGS, LLC,

    

    

    

	 	 
	 	 
	 	By: BDT Capital Partners, LLC, its
    managing member
	 	 
	 	 
	 	By:	/s/ Mary Ann Todd
	 	 	Name:Mary Ann Todd
	 	 	Title:Partner and General Counsel


 


 


[Signature Page
to Amendment to TRA]


 




     


     


    

IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the date first written above.


 


	 	BYRON D. TROTT
	 	 	 
	 	 	 
	 	By:	/s/ Byron D. Trott
	 	 	Name:Byron D. Trott

    



 


 


[Signature Page
to Amendment to TRA]